| Summary of significant accounting policies (Policies) | 12 Months Ended |
| Dec. 31, 2022 |
| Accounting Policies [Abstract] | |
| Basis of presentation | Basis of presentation The accompanying consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). |
| Principles of consolidation | Principles of consolidation The consolidated financial statements include the
financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been
eliminated upon consolidation. A subsidiary is an entity in which the Company, directly
or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint
or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. |
| Use of estimates | Use of estimates The preparation of the consolidated financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated
financial statements include lease classification and liabilities, right-of-use assets, determinations of the useful lives and valuation
of long-lived assets, estimates of allowances for doubtful accounts, estimates of impairment of long-lived assets and goodwill, valuation
of deferred tax assets, other provisions and contingencies, estimated fair value of earn-out shares, prepaid forward purchase liability
and private warrants. Actual results could differ from these estimates. |
| Foreign currency translation and transaction | Foreign currency translation and transaction Transactions denominated in currencies other than
the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency
using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements
of operations and comprehensive income (loss). The reporting currency of the Company is United States
Dollars (“US$”) and the accompanying financial statements have been expressed in US$. The Company’s subsidiaries in
Singapore, Vietnam, and Malaysia conduct its businesses and maintain its books and records in the local currency, Singapore Dollars (“SGD”),
Vietnamese Dong (“VND”), and Malaysian Ringgit (“MYR”), as its functional currency, respectively. In general, for consolidation purposes, assets and
liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation
of Financial Statement” Translation of foreign currencies into US$1 have been
made at the following exchange rates for the respective periods: Schedule
of foreign currency exchange rates
As of As of
Period-end SGD: US$1 exchange rate 1.34 1.35
Period-end VND: US$1 exchange rate 23,635.00 22,855.00
Period-end MYR: US$1 exchange rate * 4.40 -
Period-end : US$1 exchange rate * 4.40 -
Period-average SGD: US$1 exchange rate 1.38 1.34
Period-average VND: US$1 exchange rate 23,409.44 22,935.24
Period-average MYR: US$1 exchange rate * 4.39 -
Period-average : US$1 exchange rate * 4.39 -
* The Company did not have any Malaysia subsidiary prior to April 19, 2022. |
| Non-controlling interests | Non-controlling interests For the Company’s non-wholly
owned subsidiaries, a non-controlling interest is recognized to reflect portion of equity that is not attributable, directly or indirectly,
to the Company. The cumulative results of operations attributable to non-controlling interests are also recorded as non-controlling interests
in the Company’s consolidated balance sheets and consolidated statements of operations and comprehensive income (loss). Cash flows
related to transactions with non-controlling interests are presented under financing activities in the consolidated statements of cash
flows. |
| Segment reporting | Segment reporting The Company’s chief operating decision-maker
is identified as the chief executive officer who reviews financial information presented on a consolidated basis, accompanied by disaggregated
information about revenues by different revenues streams for purposes of allocating resources and evaluating financial performance. Based
on qualitative and quantitative criteria established by Accounting Standards Codification (“ASC”) 280, “Segment Reporting”,
the Company considers itself to be operating within two operating and reportable segments as set forth in Note 21. |
| Cash and restricted cash | Cash and restricted cash Cash represent cash on hand and demand deposits
placed with banks or other financial institutions which are unrestricted as to withdrawal or use and have original maturities less
than three months. Restricted cash represents cash held in bank account from 8i which was restricted due to the incomplete
procedures of changing signers as of December 31, 2022. As of the date of the issuance of these financial statements, such
restriction has been lifted and the remaining cash held in bank account has transfer to the Company’s operating bank account.
Therefore, such restricted cash should be classified as current asset. |
| Accounts receivable, net | Accounts receivable, net Accounts receivable are recorded at the invoiced amount
less an allowance for any uncollectible accounts and do not bear interest, which are due after 30 to 90 days, depending on the credit
term with its customers. Management reviews the adequacy of the allowance for doubtful accounts on an ongoing basis, using historical
collection trends and aging of receivables. Management also periodically evaluates individual customer’s financial condition, credit
history, and the current economic conditions to make adjustments in the allowance when it is considered necessary. Account balances are
charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.
The Company’s management continues to evaluate the reasonableness of the valuation allowance policy and update it if necessary.
As of December 31, 2022 and 2021, the Company provided allowance for doubtful accounts of $ 197,438 80,799 |
| Other receivables | Other receivables Other receivables primarily include receivables
from investment from the Company’s Affordable Home project in Indonesia and employee advance, and refundable deposits from
third party service providers. Management regularly reviews the aging of receivables and changes in payment trends and records
allowances when management believes collection of amounts due are at risk. Accounts considered uncollectable are written off against
allowances after exhaustive efforts at collection are made. $ 2,209,825 Nil |
| Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets
primarily include prepaid expenses paid to services providers, and other deposits. Management regularly reviews the aging of such
balances and changes in payment and realization trends and records allowances when management believes collection or realization of
amounts due are at risk. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection
are made. As of December 31, 2022 and 2021, no |
| Property and equipment, net | Property and equipment, net Property and equipment are stated at cost less accumulated
depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets with no residual value.
The estimated useful lives are as follows: Schedule
of property and equipment useful lives
Expected useful lives
Office equipment 3
Medical equipment 3
Leasehold improvement Shorter of the lease term or 5 years The cost and related accumulated depreciation of assets
sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations
and comprehensive income (loss). Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals
and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of
depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives. The
Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows
that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which the
carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. no |
| Intangible assets, net | Intangible assets, net Purchased intangible assets
are recognized and measured at fair value upon acquisition. Separately identifiable intangible assets that have determinable lives continue
to be amortized over the Company’s best estimate of its useful life as follows: Schedule
of intangible assets net
Categories Useful life
Customer relationships 6 The Company amortized the
intangible assets using the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up in accordance
with ASC Topic 350 “ Intangibles - Goodwill and Other Separately identifiable intangible
assets to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of
such assets may not be recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting
from the use of the asset and its eventual disposition. Measurement of any impairment loss for identifiable intangible assets is based
on the amount by which the carrying amount of the assets exceeds the fair value of the assets. $ 167,787 nil |
| Goodwill | Goodwill Goodwill represents the excess of the consideration
paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill
is not amortized and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred.
Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair
value and the loss is recognized in the consolidated statements of operations and comprehensive income (loss). Impairment losses on goodwill
are not reversed. The Company reviews the carrying value of intangible
assets not subject to amortization, including goodwill, to determine whether impairment may exist annually or more frequently if events
and circumstances indicate that it is more likely than not that an impairment has occurred. Management has determined that the Company
has two reporting units within the entity at which goodwill is monitored for internal management purposes. The Company adopted ASU 2017-04
in 2022, which primary goal is to simplify the goodwill impairment test and provide cost savings for all entities. This is accomplished
by removing the requirement to determine the fair value of individual assets and liabilities in order to calculate a reporting unit’s
“implied” goodwill under current GAAP. The amendments in ASU 2017-04 eliminate Step 2 of
the goodwill impairment test. As such, an entity will perform its annual, or interim, goodwill impairment test by comparing the fair value
of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the reporting
unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. Any
loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Impairment losses on goodwill cannot
be reversed once recognized. When measuring a goodwill impairment loss, an entity
should consider the income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit. The ASU contains
an illustration of the simultaneous equations method to demonstrate this, which reflects a deferred tax benefit from reducing the carrying
amount of tax-deductible goodwill relative to the tax basis. An entity may still perform the optional qualitative
assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired. However, this ASU eliminates the
requirement to perform a qualitative assessment for any reporting unit with zero or negative carrying amount. Therefore, the same one-step
impairment assessment will apply to all reporting units. For
the year ended December 31, 2022, management evaluated the recoverability of goodwill by performing qualitative assessment on the two
reporting units and determine that it is more likely than not that the fair value of each reporting unit is less than its carrying amount.
Therefore, management performed quantitative assessment, fully impairment loss on goodwill of $ 971,229 |
| Impairment for long-lived assets | Impairment for long-lived assets In accordance with ASC 360-10, Long-lived assets,
including property and equipment with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a
significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an
asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets
are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use
of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment
is identified, the Company would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows
approach or, when available and appropriate, to comparable market values. As of December 31, 2022 and 2021, $ 0.2 nil |
| Warrants | Warrants The Company
accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific
terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities
from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the
warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether
the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s
own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside
of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional
judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or
modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of
equity at the time of issuance. The Company determined that upon further review of the warrant agreements, the Company concluded that
its warrants qualify for equity accounting treatment. Upon
completion of the business combination, all of 8i’s public and private warrants remain outstanding were replaced by the Company’s
public and private warrants. The Company treated such warrants replacement as a warrant modification and no incremental fair value
was recognized. |
| Forward Purchase Receivables and Prepaid Forward Purchase Liabilities | Forward Purchase Receivables and Prepaid Forward
Purchase Liabilities The
Company recorded Forward Purchase Receivables on its consolidated balance sheets of $ 21,892,527 In
connection with the Forward Purchase Agreement, the Company recognized a liability in accordance with ASC 480-10-25-8 as the Company
has the obligation to pay cash to settle the maturity consideration, referred to herein as the “prepaid forward purchase
liability” on its consolidated balance sheets of $ 20,321,053 |
| Revenue recognition | Revenue recognition The Company follows the revenue accounting requirements
of Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“Accounting Standards
Codification (“ASC”) 606”). The core principle underlying the revenue recognition of this ASU allows the Company to
recognize - revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which
the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and
determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers
to a customer. To achieve that core principle, the Company applies
five-step model to recognize revenue from customer contracts. The five-step model requires that the Company (i) identify the contract
with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable
consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price
to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies the performance
obligation. The Company accounts for a contract with a customer
when the contract is committed in writing, the rights of the parties, including payment terms, are identified, the contract has commercial
substance and collectability is probable. Revenue recognition policies for each type of revenue
stream are as follows: (1) Medical Services - Performance obligation satisfied at a point in time The Company operates on a unified technology
health care platform which provide a full continuum of healthcare services integrated with healthcare data analytics to drive
improved outcomes for patients. The Company operates the medical services on a business-to-business (B2B) platform, and serves the
corporate customers involved in various industries. The Company is primarily generating revenue on a per healthcare visit basis for
specialty medical visits for specialist treatment such as cardiology, dermatology and etc, at the time which the single performance obligation was satisfied. Such fees are paid by the corporate
customers on behalf of their employees. The Company generally bills their corporate customers
for the healthcare visit services on a weekly basis, or in arrears depending on the service, with payment terms generally between 30
to 90 days. There are not significant differences between the timing of revenue recognition and billing. Consequently, the Company
has determined that the Company’s contracts do not include a financing component. The Company accounts for medical service revenue on
a gross basis as the Company is acting as a principal in these transactions and is responsible for fulfilling the promise to provide the
specified services, which the Company has control of the services and has the ability to direct the service providers to be performed
to obtain substantially all the benefits. In making this determination, the Company also assesses whether it is primarily obligated in
these transactions, is subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators
in accordance with ASC 606-10-55-36 through 40. The Company recognizes the medical services revenue
when the control of the specified services is transferred to its customer, which at a point in time at the time after completion of the
visit. The Company also operates on a general practice clinic
and generating such revenue on a per healthcare visit basis. Revenues are recognized when the visits are completed at a point in time
at the time of the visit. (2) Product Sales - Performance obligation satisfied at a point in time The Company purchases, sells, and installs facial
recognition and temperature measurement monitor system to corporate customer, where the product and the installation are interrelated
and are not capable of being distinct since the customer cannot benefit from the product or installation either on its own. The Company
recognized the products revenue when control of the product is passed to the customer, which is the point in time that the customers are
able to direct the use of and obtain substantially all of the economic benefit of the goods after the installation by the Company’s
technician. The transfer of control typically occurs at a point in time based on consideration of when the customer has an obligation
to pay for the goods, and physical possession of, legal title to, and the risks and rewards of ownership of the goods has been transferred,
and the customer has accepted the goods. Revenue is recognized net of estimates of variable consideration, including product returns,
customer discounts and allowance. Historically, the Company has not experienced any significant returns. (3) Property Management Services - Performance obligation satisfied over a period of
time The Company provides property management services
in shopping malls, business office building, or residential apartments to all tenants and property owners. Property management services
include common area property management services that contain cleaning, landscaping, public facilities maintenance and other traditional
services and also include security property management services provided to all tenants and property owners. Each of the two services
is within separate agreements. The Company identified common area property management services as a single performance obligation as the
kinds of service in the contract are not capable of being distinct and identified the security management services as another single performance
obligation as there is only one service that is to provide security services. The Company recognizes the common area property management
revenue and security property management revenue on a straight-line basis over the terms of the common area property management agreement
and security property management agreement, generally over one year period because its customer simultaneously receives and consumes the
benefits provided by the Company throughout the performance obligations period. The Company has elected to apply the practical expedient
to expense costs as incurred for incremental costs to obtain a contract when the amortization period would have been one year or less.
As of December 31, 2022 and 2021, the Company did not have any contract assets. The Company recognized advance payments from its customer
prior to revenue recognition as contract liability until the revenue recognition performance obligation are met. As of December 31, 2022
and 2021, the Company did not have any contract liability. Disaggregated information of revenues by products/services
are as follows: Schedule
of revenue
December 31, 2022 December 31, 2021
For the Year Ended
December 31, 2022 December 31, 2021
Medical services – specialty care $ 6,001,439 $ 5,010,837
Medical services – general practice 63,794 712,712
Medical services – general practice (related parties) 135 4,640
Medical services – subtotal 6,065,368 5,728,189
Product sales 11,046 257,841
Property management service – common area management 2,919,335 3,508,663
Property management service – security management 844,960 1,049,857
Property management service 3,764,295 4,558,520
Total revenues $ 9,840,709 $ 10,544,550 Cost of revenues (1) Medical Services Cost of revenues mainly consists of medical supplies
purchased and medical service was provided by Cadence Health Pte. Ltd., a related party, prior to March 2022. Medical supplies purchased
and medical service provided by the third party service providers were insignificant prior to March 2022. Beginning in April 2022, cost
of revenues mainly consists of medical supplies purchased and medical service are provided by third party service providers. (2) Product Sales Cost of revenues mainly consists of medical product
or equipment purchased for resale. (3) Property Management Services Cost of revenues mainly consists of labor expenses
incurred attributable to property management service. Disaggregated information of cost of revenues by products/services
are as follows: Schedule
of cost of revenue
December 31, 2022 December 31, 2021
For the Year Ended
December 31, 2022 December 31, 2021
Medical services – specialty care $ 2,995,778 $ 46,849
Medical services – specialty care (related party) 491,499 2,349,702
Medical services – general practices 45,549 427,908
Medical services – subtotal 3,532,826 2,824,459
Product sales 59,391 167,202
Property management services – common area management 2,210,703 2,461,981
Property management services – security management 683,593 846,555
Property management services 2,894,296 3,308,536
Total cost of revenues $ 6,486,513 $ 6,300,197 |
| Advertising costs | Advertising costs Advertising is mainly through online and offline promotion
activities. Advertising costs amounted to $ 21,795 270,361 |
| Research and development | Research and development Research and development expenses include salaries
and other compensation-related expenses to the Company’s research and product development personnel, and related expenses for the
Company’s research and product development team. Research and development expenses amounted to $ 17,209 129,265 |
| Defined contribution plan | Defined
contribution plan The full-time employees of the Company are entitled
to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages
of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and
make cash contributions to the government mandated defined contribution plan. Total expenses for the plans were $ 505,591 574,535 The related contribution plans include: Singapore subsidiaries - Central Provident Fund (“CPF”) –
17.00% based on employee’s monthly salary for employees aged 55 and below, reduces progressively to 7.5% as age increase - Skill Development Levy (“SDL”) –
up to 0.25% based on employee’s monthly salary capped $ 8.3 11.25 Vietnam subsidiary - Social Insurance Fund (“SIF”) –
20% based on employee’s monthly salary - Trade Union Fee – 2.00% |
| Goods and services taxes (“GST”) | Goods and services taxes (“GST”) Revenue represents the invoiced value of service,
net GST. The GST are based on gross sales price. GST rate is generally 7% in Singapore. Entities that are GST general taxpayers are allowed
to offset qualified input GST paid to suppliers against their output GST liabilities. Net GST balance between input GST and output GST
is recorded in tax payable. |
| Income taxes | Income taxes The Company accounts for income taxes in accordance
with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are
non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax
is calculated using the balance sheet liability method in respect of temporary differences arising from differences between the carrying
amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis. In principle, deferred tax
liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable
that taxable income will be utilized with prior net operating loss carried forwards using tax rates that are expected to apply to the
period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when
it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the deferred tax assets will not be utilized. Current income taxes
are provided for in accordance with the laws of the relevant tax authorities. An uncertain tax position is recognized as a benefit
only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination
being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized
on examination As
of December 31, 2022, the tax returns of the Company’s Singapore entities for the calendar year from 2019 through 2022 remain open
for statutory examination by Singapore tax authorities. The Company recognize interest and penalties related to unrecognized tax
benefits, if any, on the income tax expense line in the accompanying consolidated statement of operations. Accrued interest and penalties
are included on the related tax liability line in the consolidated balance. The Company conducts much of its business activities
in Singapore and is subject to tax in its jurisdiction. As a result of its business activities, the Company’s subsidiaries file
separate tax returns that are subject to examination by the foreign tax authorities. |
| Comprehensive income (loss) | Comprehensive income (loss) Comprehensive income (loss) consists of two components,
net income and other comprehensive income. Other comprehensive income (loss) refers to revenue, expenses, gains and losses that under
GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive income (loss) consists
of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currencies. |
| (Loss) earnings per share | (Loss) earnings per share The Company computes (loss) earnings per share (“EPS”)
in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is
measured as net income divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect
on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted
at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e.,
those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. The Company calculates basic and diluted (loss)/earnings
per share as follows: Schedule
of basic and diluted earnings per share
2022 2021
For the Years Ended
2022 2021
Numerator
Net (loss) income $ (24,949,246 ) $ 900,396
Less: Net (income) loss attributable to noncontrolling interest (65,124 ) 35,567
Net (loss)/income attributable to common shareholders, basic $ (24,884,122 ) $ 864,829
Denominator
Weighted average number of shares outstanding, basic and diluted 12,029,656 9,253,333
(Loss)/Earnings per share, basic and diluted $ (2.07 ) $ 0.09 As of December
31, 2022, the Company had dilutive securities from the outstanding convertible notes and warrants are convertible into 1,411,725 4,458,625 |
| Fair value measurements | Fair value measurements Fair value is defined as the price that would be received
for an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Valuation
techniques maximize the use of observable inputs and minimize the use of unobservable inputs. When determining the fair value measurements
for assets and liabilities, we consider the principal or most advantageous market in which it would transact and considers assumptions
that market participants would use when pricing the asset or liability. The following summarizes the three levels of inputs required to
measure fair value, of which the first two are considered observable and the third is considered unobservable: Level 1 - Unadjusted quoted prices in active markets
for identical assets or liabilities. Level 2 - Observable inputs other than Level 1 prices,
such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable
or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by
little or no market activity and that are significant to the fair value of the assets or liabilities. The fair value for certain assets and liabilities
such as cash and restricted cash, accounts receivable, net, other receivables, prepaid expenses and other current assets, loan to third-party,
short-term loans, promissory note, convertible notes, accounts payable, other payables and accrued liabilities, and tax payables have
been determined to approximate carrying amounts due to the short maturities of these instruments. The Company believes that its long-term
loan to third party approximates the fair value based on current yields for debt instruments with similar terms. The following table sets forth by level within the
fair value hierarchy our financial liability that were accounted for at fair value on a recurring basis as of December 31, 2022: Schedule
of fair value hierarchy of financial liability
Carrying Value at
Fair Value Measurement at December 31, 2022
December 31, 2022 Level 1 Level 2 Level 3
Prepaid forward purchase liabilities $ 20,321,053 $ - $ - $ 20,321,053 The following is a reconciliation of the beginning
and ending balance of the financial liability measured at fair value on a recurring basis for the year ended December 31, 2022: Schedule of reconciliation of financial
liability measured at fair value on a recurring basis
December 31, 2022
Beginning balance $ 7,409,550
Change in fair value of prepaid forward purchase liabilities 12,911,503
Ending balance $ 20,321,053 |
| Leases | Leases The
Company accounts for leases in accordance with ASC 842.
● The lease transfers ownership of the underlying asset to the lessee by the end of the lease term;
● The lease grants the lessee an option to purchase the underlying asset that the Company is reasonably certain to exercise;
● The lease term is for 75% or more of the remaining economic life of the underlying asset, unless the commencement date falls within the last 25% of the economic life of the underlying asset;
● The present value of the sum of the lease payments equals or exceeds 90% of the fair value of the underlying asset; or
● The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. Leases that do not meet any
of the above criteria are accounted for as operating leases. The Company combines lease
and non-lease components in its contracts under Topic 842, when permissible. Finance
and operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the
present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable,
the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present
value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized
basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. Lease
terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease,
as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers
the economic life of its finance or operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company
has elected the short-term lease exception, therefore operating lease ROU assets and liabilities do not include leases with a lease term
of twelve months or less. Its leases generally do not provide a residual guarantee. The
finance or operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease
term for operating lease. Meanwhile, the Company recognizes the finance leases ROU assets and interest on an amortized cost basis. The
amortization of finance ROU assets is recognized on an accretion basis as amortization expense, while the lease liability is increased
to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease
liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the on the remaining balance of the liability. The Company
reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the
recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset
may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from
the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount
of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future
pre-tax cash flows. For the years ended December 31, 2022 and 2021, |
| Related parties | Related parties Parties, which can be a corporation or individual,
are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant
influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject
to common control or common significant influence. |
| Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted The Company considers the applicability and impact
of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under
the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging
growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the
adoption of these accounting standards until they would apply to private companies. In October 2021, the FASB issued ASU 2021-08, which
is an update to ASU Updated No. 2014-09, Revenue from Contracts with Customers (Topic 606), which provides a single comprehensive accounting
model on revenue recognition for contracts with customers. The amendments in this update require that an entity (acquirer) recognize and
measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. ASU 2021-08 is effective
for the fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption was permitted,
including adoption in an interim period. The Company has adopted this standard on January 1, 2023, and the adoption did not have a material
impact on the Company’s consolidated financial statements. In May 2019, the FASB issued ASU 2019-05, which is
an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured
at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial
Instruments—Credit Losses, and made several consequential amendments to the Codification. Update 2016-13 also modified the accounting
for available-for-sale debt securities, which must be individually assessed for credit losses when fair value is less than the amortized
cost basis, in accordance with Subtopic 326-30, Financial Instruments— Credit Losses—Available-for-Sale Debt Securities. The
amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option
for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase
comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets.
Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13
while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which
to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies
applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after
December 15, 2022. In March 2022, the FASB issued ASU No. 2022-02, which is to (1) eliminate the accounting guidance for TDRs by creditors
in Subtopic 310-40, Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan
refinancings and restructurings by creditors when a borrower is experiencing financial difficulty, and (2) disclose current-period gross
write offs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial
Instruments—Credit Losses—Measured at Amortized Cost. ASU 2019-05 is effective for the Company for annual and interim reporting
periods beginning January 1, 2023 as the Company is qualified as an emerging growth company. The Company has adopted this standard on
January 1, 2023, and the adoption did not have a material impact on the Company’s consolidated financial statements. |
| Recently adopted accounting pronouncements | Recently adopted accounting pronouncements In December 2019, the FASB issued ASU 2019-12, “Income
Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The amendments in this Update simplify the accounting for income
taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and
simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments
in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all
other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years
beginning after December 15, 2022. Early adoption of the amendments is permitted, including adoption in any interim period for (1) public
business entities for periods for which financial statements have not yet been issued and (2) all other entities for periods for which
financial statements have not yet been made available for issuance. An entity that elects to early adopt the amendments in an interim
period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity
that elects early adoption must adopt all the amendments in the same period. The Company has adopted this standard on January 1, 2022,
and the adoption did not have a material impact on the Company’s consolidated financial statements. In August 2020, the Financial Accounting Standards
Board issued Accounting Standards Update (ASU) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an
Entity’s Own Equity, to address the complexity in accounting for certain financial instruments with characteristics of liabilities
and equity. Amongst other provisions, the amendments in this ASU significantly change the guidance on the issuer’s accounting for
convertible instruments and the guidance on the derivative scope exception for contracts in an entity’s own equity such that fewer
conversion features will require separate recognition, and fewer freestanding instruments, like warrants, will require liability treatment.
The Company early adopted this ASU on January 1, 2022, and the adoption did not have a material impact on the Company’s consolidated
financial statements. In October 2020, the FASB issued ASU 2020-08, “Codification
Improvements to Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs”. The amendments in this Update represent
changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies
and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning January 1, 2021.
Early adoption was permitted, including adoption in an interim period. All entities should apply the amendments in this Update on a prospective
basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not
change the effective dates for Update 2017-08. The adoption of this standard on January 1, 2021 did not have a material impact on its
consolidated financial statements. In October 2020, the FASB issued ASU 2020-10, “Codification
Improvements to Subtopic 205-10, presentation of financial statements”. The amendments in this Update improve the codification by
ensuring that all guidance that requires or provides an option for an entity to provide information in the notes to financial statements
is codified in the disclosure section of the codification. That reduce the likelihood that the disclosure requirement would be missed.
The amendments also clarify guidance so that an entity can apply the guidance more consistently. ASU 2020-10 is effective for the Company
for annual and interim reporting periods beginning January 1, 2022. Early application of the amendments is permitted for any annual or
interim period for which financial statements are available to be issued. The amendments in this Update should be applied retrospectively.
An entity should apply the amendments at the beginning of the period that includes the adoption date. The adoption of this standard on
January 1, 2022 did not have a material impact on its consolidated financial statements. Except as mentioned above, the Company does not believe
other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s
consolidated balance sheets, statements of operations and comprehensive income (loss) and statements of cash flows. |
