Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Entity Addresses [Line Items] | |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | EUDA Health Holdings Limited is filing this Registration Statement on Form F-1 (this “Registration Statement”) to amend the S-1 Registration Statement filed on December 23, 2022. The registrant has determined that it qualifies as a “foreign private issuer” as defined in Rule 405 of the Securities Act of 1933, as amended, and has filed a Form 6-K on July 3, 2023 disclosing its status as a foreign private issuer. |
Entity Registrant Name | EUDA HEALTH HOLDINGS LIMITED |
Entity Central Index Key | 0001847846 |
Entity Incorporation, State or Country Code | D8 |
Entity Address, Address Line One | 1 Pemimpin Drive #12-07 |
Entity Address, City or Town | One Pemimpin |
Entity Address, Postal Zip Code | 576151 |
City Area Code | 65 |
Local Phone Number | 6268 6821 |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 1 Pemimpin Drive #12-07 |
Entity Address, City or Town | One Pemimpin |
Entity Address, Postal Zip Code | 576151 |
City Area Code | 65 |
Local Phone Number | 6268 6821 |
Contact Personnel Name | Wei Wen Kelvin Chen |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | ||||
CURRENT ASSETS | |||||||||
Cash | $ 143,024 | $ 265,852 | $ 193,546 | $ 189,996 | |||||
Restricted cash | 641,461 | ||||||||
Accounts receivable, net | 1,851,503 | 1,802,316 | |||||||
Other receivables | 7,467 | 1,991,226 | |||||||
Due from related parties | 267,863 | 297,621 | |||||||
Prepaid expenses | 30,606 | 109,143 | 181,000 | ||||||
Prepaid expenses and other current assets | 222,633 | 71,495 | |||||||
Forward purchase receivables | 21,892,527 | ||||||||
Deferred offering costs | 247,920 | ||||||||
Investments held in Trust Account | 86,972,255 | 86,472,912 | |||||||
Total Current Assets | 25,026,478 | 87,268,713 | 86,775,601 | 4,352,654 | 428,920 | ||||
PROPERTY AND EQUIPMENT, NET | 31,628 | 56,927 | |||||||
OTHER ASSETS | |||||||||
Other receivables - non-current | 1,830,603 | ||||||||
Prepaid expenses - non-current | 478,061 | ||||||||
Intangible assets, net | 289,962 | ||||||||
Goodwill | 992,686 | ||||||||
Operating lease right-of-use asset | 76,528 | 79,862 | |||||||
Finance lease right-of-use assets | 16,345 | 24,372 | |||||||
Loan to third party | 371,962 | ||||||||
Total Other Assets | 570,934 | 3,589,447 | |||||||
Total Assets | 25,629,040 | 87,268,713 | 86,775,601 | 7,999,028 | 428,920 | ||||
CURRENT LIABILITIES | |||||||||
Short term loans - bank and private lender | 204,240 | 205,427 | |||||||
Short term loans - third parties | 148,302 | ||||||||
Promissory note | 170,000 | ||||||||
Convertible notes | 2,619,625 | ||||||||
Convertible notes - related parties | 782,600 | ||||||||
Accounts payable | 1,635,483 | 359,716 | |||||||
Accounts payable - related party | 2,459,411 | ||||||||
Other payables and accrued liabilities | 1,592,815 | 488,597 | |||||||
Other payables - related parties | 1,521,945 | 3,272,311 | |||||||
Operating lease liability | 79,959 | 63,478 | |||||||
Finance lease liabilities | 7,186 | 11,447 | |||||||
Prepaid forward purchase liabilities | 20,321,053 | ||||||||
Taxes payable | 186,150 | 307,343 | |||||||
Accounts payable and accrued expenses | 890,404 | 824,410 | 3,640 | ||||||
Due to related parties | 113,000 | 86,894 | |||||||
Promissory note - related party | 1,000,000 | 800,000 | |||||||
Related party loans | 396,157 | ||||||||
Deferred underwriting commissions | 3,018,750 | 3,018,750 | |||||||
Total Current Liabilities | 29,121,056 | 5,022,154 | 4,730,054 | 7,316,032 | 399,797 | ||||
OTHER LIABILITIES | |||||||||
Deferred tax liabilities | 49,294 | ||||||||
Operating lease liability - non-current | 16,384 | ||||||||
Finance lease liabilities - non-current | 15,015 | 17,268 | |||||||
Total Other Liabilities | 15,015 | 82,946 | |||||||
Total Liabilities | 29,136,071 | 7,398,978 | |||||||
COMMITMENTS AND CONTINGENCIES | |||||||||
Ordinary shares subject to possible redemption, 8,225,000 shares at redemption value of $10.08 and $10.03, and 400,000 shares at $8.32 and $8.27 carrying value as of October 31, 2022 and July 31, 2022, respectively. | 86,268,440 | 85,769,097 | |||||||
SHAREHOLDERS’ (DEFICIT) EQUITY | |||||||||
Ordinary shares, no par value, unlimited shares authorized, 20,191,770 shares and 9,333,333 shares outstanding as of December 31, 2022 and 2021, respectively | 21,308,969 | [1] | [2],[3] | 334,863 | [1] | [2],[3] | |||
Additional paid-in capital | 37,500 | ||||||||
Retained earnings (accumulated deficit) | (24,703,789) | (4,021,881) | (3,723,550) | 180,333 | (8,377) | ||||
Accumulated other comprehensive (loss) income | (125,689) | 6,036 | |||||||
Total Euda Health Holdings Limited Shareholders’ (Deficit) Equity | (3,520,509) | (4,021,881) | (3,723,550) | 521,232 | 29,123 | ||||
Noncontrolling interests | 13,478 | 78,818 | |||||||
Total Shareholders’ (Deficit) Equity | (3,507,031) | (3,723,550) | 600,050 | 29,123 | |||||
Total Liabilities and Shareholders’ (Deficit) Equity | $ 25,629,040 | $ 87,268,713 | $ 86,775,601 | $ 7,999,028 | $ 428,920 | ||||
[1]Giving retroactive effect to reverse recapitalization effected on November 17, 2022[2]As of July 31, 2021, this number includes an aggregate of up to 281,250 718,750 2,156,250 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||
Temporary equity, shares authorized | 8,225,000 | 8,225,000 | ||
Temporary equity, redemption price per share | $ 10.08 | $ 10.03 | ||
Temporary equity, shares issued | 400,000 | 400,000 | ||
Temporary equity, par value | $ 8.32 | $ 8.27 | ||
Common stock, par value | $ 0 | $ 0 | $ 0 | |
Common stock, shares authorized, unlimited | Unlimited | Unlimited | Unlimited | Unlimited |
Common stock, shares outstanding | 2,448,500 | 20,191,770 | 2,448,500 | 9,333,333 |
Common stock, shares issued | 2,448,500 | 2,448,500 | ||
Common stock, shares subjected to redemption | 400,000 | |||
Common stock, par value | $ 0 | $ 0 | ||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Shares issued, forfeited | 281,250 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |||||
REVENUES | ||||||||||
Total Revenues | $ 9,840,709 | $ 10,544,550 | ||||||||
COST OF REVENUES | ||||||||||
Total Cost of Revenues | 6,486,513 | 6,300,197 | ||||||||
GROSS PROFIT | 3,354,196 | 4,244,353 | ||||||||
OPERATING EXPENSES: | ||||||||||
Selling | 1,902,865 | 1,258,442 | ||||||||
General and administrative | 7,153,248 | 4,084,873 | ||||||||
Earnout share payment | 5,199,629 | |||||||||
Impairment loss on long-lived assets and goodwill | 1,139,016 | |||||||||
Research and development | 17,209 | 129,265 | ||||||||
Total Operating Expenses | 15,411,967 | 5,472,580 | ||||||||
Formation and operating costs | $ 298,331 | $ 45,587 | 8,377 | 1,985,750 | ||||||
LOSS FROM OPERATIONS | (298,331) | (45,587) | (8,377) | (12,057,771) | (1,985,750) | (1,228,227) | ||||
OTHER INCOME (EXPENSE) | ||||||||||
Dividends on marketable securities held in trust | 499,343 | 222,912 | ||||||||
Interest expense, net | (120,082) | (127,126) | ||||||||
Gain on disposal of subsidiary | 30,055 | |||||||||
Change in fair value of prepaid forward purchase liabilities | (12,911,503) | |||||||||
Other income, net | 127,477 | 386,828 | ||||||||
Investment income | 1,917,062 | |||||||||
Total Other Income (Expense), net | 499,343 | (12,874,053) | 222,912 | 2,176,764 | ||||||
(LOSS) INCOME BEFORE INCOME TAXES | (24,931,824) | 948,537 | ||||||||
PROVISION FOR INCOME TAXES | 17,422 | 48,141 | ||||||||
NET (LOSS) INCOME | 201,012 | (45,587) | (8,377) | (24,949,246) | (1,762,838) | 900,396 | ||||
Less: Net (income) loss attributable to noncontrolling interest | (65,124) | 35,567 | ||||||||
NET (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMITED | $ 201,012 | $ (45,587) | $ (8,377) | (24,884,122) | $ (1,762,838) | 864,829 | ||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (131,941) | 17,009 | ||||||||
TOTAL COMPREHENSIVE (LOSS) INCOME | (25,081,187) | 917,405 | ||||||||
Less: Comprehensive (loss) income attributable to noncontrolling interest | (65,340) | 35,584 | ||||||||
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMIT | $ (25,015,847) | $ 881,821 | ||||||||
Weighted average shares outstanding, redeemable ordinary shares basic | 8,625,000 | 5,883,904 | ||||||||
Weighted average shares outstanding, redeemable ordinary shares diluted | 8,625,000 | 5,883,904 | ||||||||
Basic net income per redeemable ordinary share | $ 0.03 | $ 0.50 | ||||||||
Diluted net income per redeemable ordinary share | $ 0.03 | $ 0.50 | ||||||||
Basic weighted average shares outstanding, non-redeemable ordinary shares | 2,448,500 | [1],[2] | 1,875,000 | [1],[2] | 1,875,000 | [3],[4] | 2,355,621 | [3],[4] | ||
Diluted weighted average shares outstanding, non-redeemable ordinary shares | 2,448,500 | [1],[2] | 1,875,000 | [1],[2] | 1,875,000 | [3],[4] | 2,355,621 | [3],[4] | ||
Basic net loss per share, non-redeemable ordinary shares | $ 0.03 | [1],[2] | $ 0.02 | [1],[2] | $ 0 | $ 2 | ||||
Diluted net loss per share, non-redeemable ordinary shares | $ 0.03 | [1],[2] | $ 0.02 | [1],[2] | $ 0 | $ 2 | ||||
WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES* | ||||||||||
Basic and diluted | 12,029,656 | 9,253,333 | ||||||||
(LOSS) EARNINGS PER SHARE | ||||||||||
Basic and diluted | $ (2.07) | $ 0.09 | ||||||||
Medical Services Excluding Related Parties [Member] | ||||||||||
REVENUES | ||||||||||
Total Revenues | ||||||||||
Medical Services Related Parties [Member] | ||||||||||
REVENUES | ||||||||||
Total Revenues | $ 135 | $ 4,640 | ||||||||
COST OF REVENUES | ||||||||||
Total Cost of Revenues | 491,499 | 2,349,702 | ||||||||
Product Sales [Member] | ||||||||||
REVENUES | ||||||||||
Total Revenues | 11,046 | 257,841 | ||||||||
COST OF REVENUES | ||||||||||
Total Cost of Revenues | 59,391 | 167,202 | ||||||||
Property Management Services [Member] | ||||||||||
REVENUES | ||||||||||
Total Revenues | 3,764,295 | 4,558,520 | ||||||||
COST OF REVENUES | ||||||||||
Total Cost of Revenues | 2,894,296 | 3,308,536 | ||||||||
Medical Services [Member] | ||||||||||
REVENUES | ||||||||||
Total Revenues | 6,065,233 | 5,723,549 | ||||||||
COST OF REVENUES | ||||||||||
Total Cost of Revenues | $ 3,041,327 | $ 474,757 | ||||||||
[1]On October 25, 2021, the Company issued additional 718,750 2,156,250 281,250 718,750 2,156,250 281,250 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - shares | 3 Months Ended | 12 Months Ended | |||||||
Nov. 17, 2022 | Jul. 25, 2022 | Oct. 25, 2021 | Jul. 31, 2021 | Oct. 31, 2022 | Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | 6,191,770 | 4,626,667 | 1,437,500 | ||||||
Common stock shares outstanding | 1,500,000 | 2,156,250 | 2,448,500 | 2,156,250 | 20,191,770 | 2,448,500 | 9,333,333 | ||
Sponsor [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Number of shares issued | 718,750 | ||||||||
Common stock shares outstanding | 2,156,250 | ||||||||
Over-Allotment Option [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Stock forfeiture | 187,500 | 281,250 | 281,250 |
Consolidated Statements of Chan
Consolidated Statements of Change in Shareholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total | |
Beginning balance, shares at Dec. 31, 2020 | 9,253,333 | ||||||
Beginning balance, value at Dec. 31, 2020 | $ 334,863 | $ (684,496) | $ (10,956) | $ 43,234 | $ (317,355) | ||
Net Income (loss) | 864,829 | ||||||
Net income (loss) | 864,829 | 35,567 | 900,396 | ||||
Foreign currency translation adjustment | 16,992 | 17 | 17,009 | ||||
Ending balance at Dec. 31, 2021 | 521,232 | ||||||
Ending balance, shares at Dec. 31, 2021 | 9,253,333 | ||||||
Ending balance, value at Dec. 31, 2021 | $ 334,863 | 180,333 | 6,036 | 78,818 | 600,050 | ||
Beginning balance at Jan. 19, 2021 | |||||||
Beginning balance, shares at Jan. 19, 2021 | [1],[2] | ||||||
Issuance of ordinary shares to Initial Shareholder upon formation | 1 | 1 | |||||
Beginning balance, shares | [1],[2] | 1 | |||||
Issuance of ordinary shares to Initial Shareholder | 37,499 | 37,499 | |||||
Beginning balance, shares | [1],[2] | 2,156,249 | |||||
Net Income (loss) | (8,377) | (8,377) | |||||
Ending balance at Jul. 31, 2021 | 37,500 | (8,377) | 29,123 | ||||
Ending balance, shares at Jul. 31, 2021 | [1],[2],[3],[4] | 2,156,250 | |||||
Ending balance, value at Jul. 31, 2021 | 29,123 | ||||||
Net Income (loss) | (45,587) | (45,587) | |||||
Net income (loss) | (45,587) | ||||||
Ending balance at Oct. 31, 2021 | 37,500 | (53,964) | (16,464) | ||||
Ending balance, shares at Oct. 31, 2021 | [3],[4] | 2,156,250 | |||||
Beginning balance at Jul. 31, 2021 | 37,500 | (8,377) | 29,123 | ||||
Beginning balance, shares at Jul. 31, 2021 | [1],[2],[3],[4] | 2,156,250 | |||||
Beginning balance, value at Jul. 31, 2021 | 29,123 | ||||||
Net Income (loss) | (1,762,838) | (1,762,838) | |||||
Issuance of ordinary shares | 86,250,000 | 86,250,000 | |||||
Issuance of ordinary shares, shares | [1] | 8,625,000 | |||||
Sale of 292,250 Private Units | 2,922,500 | 2,922,500 | |||||
Beginning balance, shares | [1] | 292,250 | |||||
Sale of representative’s purchase option | 100 | 100 | |||||
Underwriters’ commission | (1,725,000) | (1,725,000) | |||||
Deferred underwriter commission | (3,018,750) | (3,018,750) | |||||
Other offering expenses | (649,588) | (649,588) | |||||
Ordinary shares subject to redemption | (71,074,007) | (71,074,007) | |||||
Beginning balance, shares | [1] | (8,625,000) | |||||
Subsequent measurement of ordinary shares subject to redemption under ASC 480-10-S99 | (12,742,755) | (1,952,335) | (14,695,090) | ||||
Net income (loss) | (1,762,838) | ||||||
Ending balance at Jul. 31, 2022 | (3,723,550) | (3,723,550) | |||||
Ending balance, shares at Jul. 31, 2022 | [1] | 2,448,500 | |||||
Ending balance, value at Jul. 31, 2022 | (3,723,550) | ||||||
Beginning balance at Dec. 31, 2021 | 521,232 | ||||||
Beginning balance, shares at Dec. 31, 2021 | 9,253,333 | ||||||
Beginning balance, value at Dec. 31, 2021 | $ 334,863 | 180,333 | 6,036 | 78,818 | 600,050 | ||
Net Income (loss) | (24,884,122) | ||||||
Issuance of ordinary shares | $ 500,000 | 500,000 | |||||
Issuance of ordinary shares, shares | 4,626,667 | ||||||
Net income (loss) | (24,884,122) | (65,124) | (24,949,246) | ||||
Foreign currency translation adjustment | (131,725) | (216) | (131,941) | ||||
Capital contributions | $ 600,000 | 600,000 | |||||
Capital contributions, shares | 120,000 | ||||||
Forgiveness of debt by a related party | $ 2,763,018 | 2,763,018 | |||||
Earnout shares payment | 5,199,629 | 5 | |||||
Issuance of ordinary shares upon the Reverse Recapitalization | $ 11,911,459 | 11,911,459 | |||||
Issuance of ordinary shares upon the reverse recapitalization , shares | 6,191,770 | ||||||
Ending balance at Dec. 31, 2022 | (3,520,509) | ||||||
Ending balance, shares at Dec. 31, 2022 | 20,191,770 | ||||||
Ending balance, value at Dec. 31, 2022 | $ 21,308,969 | (24,703,789) | $ (125,689) | 13,478 | (3,507,031) | ||
Beginning balance at Jul. 31, 2022 | (3,723,550) | (3,723,550) | |||||
Beginning balance, shares at Jul. 31, 2022 | [1] | 2,448,500 | |||||
Beginning balance, value at Jul. 31, 2022 | (3,723,550) | ||||||
Net Income (loss) | 201,012 | 201,012 | |||||
Subsequent measurement of ordinary shares subject to redemption under ASC 480-10-S99 | (499,343) | (499,343) | |||||
Net income (loss) | 201,012 | ||||||
Ending balance at Oct. 31, 2022 | $ (4,021,881) | $ (4,021,881) | |||||
Ending balance, shares at Oct. 31, 2022 | 2,448,500 | ||||||
[1]As of July 31, 2021, this number includes an aggregate of up to 281,250 718,750 2,156,250 718,750 2,156,250 281,250 |
Consolidated Statements of Ch_2
Consolidated Statements of Change in Shareholders' Equity (Deficit) (Parenthetical) - shares | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 17, 2022 | Jul. 25, 2022 | Oct. 25, 2021 | Jul. 31, 2021 | Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | Dec. 31, 2021 | |||
Sale of 8,625,000 Units through public offering, shares | 6,191,770 | 4,626,667 | 1,437,500 | ||||||||
Common stock shares outstanding | 1,500,000 | 2,156,250 | 2,448,500 | 20,191,770 | 2,448,500 | 2,156,250 | 9,333,333 | ||||
Sponsor [Member] | |||||||||||
Sale of 8,625,000 Units through public offering, shares | 718,750 | ||||||||||
Common stock shares outstanding | 2,156,250 | ||||||||||
Over-Allotment Option [Member] | |||||||||||
Stock forfeiture | 187,500 | 281,250 | 281,250 | ||||||||
Common Stock [Member] | |||||||||||
Sale of 8,625,000 Units through public offering, shares | 4,626,667 | 8,625,000 | [1] | ||||||||
Stockholders' equity, other shares | [1] | 292,250 | |||||||||
[1]As of July 31, 2021, this number includes an aggregate of up to 281,250 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
Net (loss) income | $ 201,012 | $ (45,587) | $ (8,377) | $ (24,949,246) | $ (1,762,838) | $ 900,396 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||||||
Depreciation | 23,347 | 34,523 | ||||
Amortization of intangible assets | 115,907 | 162,825 | ||||
Amortization of operating right-of-use asset | 109,056 | 58,602 | ||||
Amortization of finance right-of-use assets | 7,948 | 8,153 | ||||
Provision for doubtful accounts | 2,872,789 | 43,804 | ||||
Deferred taxes benefits | (48,228) | (27,680) | ||||
Investment income | (1,917,062) | |||||
Gain on disposal of subsidiary | (30,055) | |||||
Earnout payment | 5,199,629 | |||||
Impairment loss on goodwill | 971,229 | |||||
Impairment loss on intangible assets | 167,787 | |||||
Change in fair value of prepaid forward purchase liabilities | 12,911,503 | |||||
Formation and operating costs paid by related party | 136 | 8,377 | ||||
Dividends earned on cash and marketable securities held in Trust Account | (499,343) | (222,912) | ||||
Change in operating assets and liabilities | ||||||
Accounts receivable | (174,824) | (263,950) | ||||
Interest receivable from loan to third party | (19,071) | |||||
Other receivables | 1,582,724 | 55,692 | ||||
Accounts payable | 1,268,701 | 353,560 | ||||
Accounts payables - related party | (2,396,931) | 1,022,714 | ||||
Other payables and accrued liabilities | 1,084,437 | 4,360 | ||||
Taxes payable | (114,133) | 107,188 | ||||
Operating lease liability | (105,719) | (62,124) | ||||
Prepaid expenses and other current assets | 78,537 | 45,451 | (22,749) | 71,857 | (18,010) | |
Accrued expenses | 65,994 | 820,770 | ||||
Due to related parties | 30,000 | 86,894 | ||||
Net cash (used in) provided by operating activities | (123,800) | (1,526,828) | (1,006,229) | 443,920 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
Purchases of equipment | (18,137) | (1,957) | ||||
Loan to third party | (246,664) | |||||
Cash acquired through business combination | (354,226) | |||||
Cash released upon disposal of a subsidiary | (3,405) | |||||
Principal deposited in Trust Account | (86,250,000) | |||||
Net cash used in investing activities | (268,206) | (86,250,000) | (356,183) | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
Capital contributions | 600,000 | |||||
Proceeds from the Reverse Recapitalization | 1,324,961 | |||||
Payments of merger costs | (1,305,580) | |||||
Repayments from other receivable - related parties | 30,670 | 36,189 | ||||
Proceeds from short-term loans - bank and private lender | 72,548 | 87,812 | ||||
Repayments to short-term loans - bank and private lender | (74,895) | (66,801) | ||||
Borrowings from other payables - related parties | 196,106 | 1,347,745 | 800,000 | 93,666 | ||
Payment of finance lease liabilities | (6,502) | (6,686) | ||||
Repayments to short-term loans - third parties | (312,553) | |||||
Proceeds from Initial Public Offering | 86,250,000 | 86,250,000 | ||||
Proceeds from private placement | 2,922,500 | |||||
Proceeds from underwriter’s purchase option | 100 | |||||
Issuance of ordinary shares | 500,000 | |||||
Payment of underwriting commission | (1,725,000) | |||||
Payment to related party, net | (396,157) | |||||
Payment of deferred offering costs | (401,668) | |||||
Net cash provided by (used in) financing activities | 196,106 | 2,488,947 | 87,449,775 | (168,373) | ||
EFFECT OF EXCHANGE RATE CHANGES | (99,424) | 19,865 | ||||
NET CHANGE IN CASH AND RESTRICTED CASH | 72,306 | 594,489 | 193,546 | (60,771) | ||
CASH AND RESTRICTED CASH, beginning of the year | 193,546 | 189,996 | 250,767 | |||
CASH AND RESTRICTED CASH, end of the year | 265,852 | 784,485 | 193,546 | 189,996 | ||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||
Cash paid for income tax | 156,339 | 30,185 | ||||
Cash paid for interest | 19,588 | 110,835 | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||
Initial recognition of operating right of use asset and lease liability | 105,350 | 125,834 | ||||
Initial recognition of payables to former subsidiary upon disposal of subsidiary | 319,158 | |||||
Conversion of debt into a promissory note | 170,000 | |||||
Conversion of debts into convertible notes | 206,500 | |||||
Forgiveness of debt by a related party | 2,763,018 | |||||
Issuance of ordinary shares upon the Reverse Recapitalization | 11,911,459 | |||||
Deferred offering costs paid by Sponsor in exchange for issuance of ordinary shares | 37,500 | |||||
Deferred offering costs paid by related party | 43,222 | 206,780 | ||||
Deferred offering costs included in accrued offering costs and expenses | 63,473 | 3,640 | ||||
Prepaid expense paid by related party | 181,000 | |||||
Initial value of ordinary shares subject to possible redemption | 85,546,185 | |||||
Subsequent measurement ordinary shares subject to possible redemption | 499,343 | 222,912 | ||||
Deferred underwriting commissions | 3,018,750 | |||||
Cash | 265,852 | 143,024 | 193,546 | 189,996 | ||
Restricted cash | 641,461 | |||||
Total cash and restricted cash | $ 784,485 | $ 189,996 | ||||
Conversion of due to related party into promissory note | $ 3,894 |
Nature of business and organiza
Nature of business and organization | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Nature of business and organization | Note 1 - Organization and Business Operations Nature of business and organization Organization and General EUDA Health Holdings Limited, which until November 17, 2022 was known as 8i Acquisition 2 Corp. (the “Company”) is a company incorporated on January 21, 2021, under the laws of the British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Initial Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business were not limited to a particular industry or geographic location (excluding China). The Articles of Association prohibited the Company from undertaking the Initial Business Combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). As of October 31, 2022, the Company had not yet commenced any operations. All activity for the period from January 21, 2021 (inception) through October 31, 2022 relates to the Company’s organizational activities and the initial public offering (the “IPO”) described below. The Company will not generate any operating revenues until after the completion of the Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend and interest income on investments held in Trust Account (as defined below) from the proceeds derived from the IPO. Following the quarter ended October 31, 2022, on November 17, 2022 (the “Closing Date”), EUDA Health Limited, a British Virgin Islands business company, consummated a business combination with the Company (the “Business Combination”). The Business Combination was effected by the purchase by the Company of all of the issued and outstanding shares of EUDA Health Limited, resulting in EUDA Health Limited becoming a wholly owned subsidiary of the Company. At the time of the Business Combination, the Company changed its name from “8i Acquisition 2 Corp.” to “EUDA Health Holdings Limited.” Thus, the financial statements for the quarter ended October 31, 2022 are in the name of 8i Acquisition 2 Corp. The Company has selected July 31 as its fiscal year end. The Company had 12 months from the closing of the IPO (or up to 18 months, with extension of two times by an additional three months each time) to consummate an Initial Business Combination (the “Combination Period”). For the period from January 21, 2021 (inception) to April 11, 2021, the Company was sponsored by 8i Holdings Limited, a Limited Liability Exempted Company incorporated in the Cayman Islands on November 24, 2017. On April 12, 2021, 8i Holdings Limited transferred their founder shares (as defined below) to 8i Holdings 2 Pte Ltd (the “Sponsor”), a Singapore Limited Liability Company incorporated on April 1, 2021. The Trust Account Upon the closing of the IPO and the private placement, $ 86,250,000 The funds held in the Trust Account were invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United States government treasuries. The proceeds were released from the Trust Account upon the completion of the Business Combination on November 17, 2022. Business Combination On April 11, 2022, the Company entered into a Share Purchase Agreement (the “SPA”) with EUDA Health Limited, a British Virgin Islands business company (“EUDA Health” or “EUDA”), Watermark Developments Limited, a British Virgin Islands business company (the “Seller”) and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”). Pursuant to the terms of the SPA, the Business Combination between the Company and EUDA Health was effected through the purchase by the Company of all of the issued and outstanding shares of EUDA Health from the Seller (the “Share Purchase”). 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Mr. Meng Dong (James) Tan, the Company’s then Chief Executive Officer and Chairman of the Company’s board of directors, had at the time, 10.0 33.3 On November 17, 2022, the Company completed the closing of the Business Combination with EUDA Health Limited. Liquidity and Capital Resources At October 31, 2022 and July 31, 2022, the Company had $ 265,852 and $ 193,546 in cash, and working deficit of $ 1,706,946 and $ 1,408,615 The registration statement for the Company’s IPO (as described in Note 3) was declared effective on November 22, 2021. On November 24, 2021, the Company consummated the IPO of 8,625,000 10.00 86,250,000 Simultaneously with the IPO, the Company sold to Mr. Meng Dong (James) Tan 292,250 10.00 2,922,500 Offering costs amounted to $ 5,876,815 1,725,000 3,018,750 649,588 483,477 100 25,000 87,114,830 On January 21, 2021 and February 5, 2021, the Company issued an aggregate of 1,437,500 25,000 0.017 15,000 718,750 12,500 2,156,250 Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company had until November 24, 2022 (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate the proposed Business Combination. Prior to the Business Combination, management determined that the mandatory liquidation, should an Initial Business Combination not occur, and potential subsequent dissolution, raised substantial doubt about the Company’s ability to continue as a going concern. However, the Business Combination was consummated on November 17, 2022. 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS | Note 1– Nature of business and organization EUDA Health Holdings Limited, which until November 17, 2022 was known as 8i Acquisition 2 Corp. (the “Company”, “EUDA” or “8i”) is a company incorporated on January 21, 2021, under the laws of the British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Initial Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business were not limited to a particular industry or geographic location (excluding China). The Articles of Association prohibited the Company from undertaking the Initial Business Combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). On November 17, 2022 (the “Closing Date”), EUDA Health Holdings Limited, a British Virgin Islands business company (formerly known as 8i Acquisition 2 Corp.) (the “Company”), consummated the business combination contemplated by the Share Purchase Agreement (the “SPA”) between 8i Acquisition 2 Corp., a BVI business company (“8i”), EUDA Health Limited, a British Virgin Islands business company (“EHL”), Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, dated April 11, 2022 and amended May 30, 2022, June 10, 2022, and September 7, 2022. As contemplated by the SPA, a business combination between 8i and EHL was effected by the purchase by 8i of all of the issued and outstanding shares of EHL from the Seller (the “Share Purchase”), resulting in EHL becoming a wholly owned subsidiary of 8i. In addition, in connection with the consummation of the Share Purchase, 8i has changed its name to “EUDA Health Holdings Limited.” See Note 4 - Reverse Recapitalization for further details. The Company, through its subsidiaries, operates its business in two segments, 1) engaged in the healthcare specialty group (other than general practice) business offering range of specialty care services to patients, and engaged in the medical facility general practice clinic that provides holistic care for various illnesses, and 2) engaged in the property management service that services shopping malls, business office building, or residential apartments. Reorganization under EUDA Health Limited (“EHL”) On August 3, 2021, EHL completed a reverse recapitalization (“Reorganization”) under common control of its then existing shareholders, who collectively owned all of the equity interests of Kent Ridge Health Private Limited (“KRHPL”), a holding company incorporated under the laws of the Singapore prior to the Reorganization, through the following transaction. ● On July 24, 2021, EHL acquired 100 1.0 ● On July 24, 2021, EHL acquired 100 1.0 ● On August 1, 2021, Kent Ridge Health Limited (“KRHL”), EHL’s wholly owned subsidiary, acquired 100 1.0 ● On August 3, 2021, EHL acquired 100 Before and after the Reorganization, the Company, together with its subsidiaries (as indicated above), is effectively controlled by the same shareholders, and therefore the Reorganization is considered as a recapitalization of entities under common control in accordance with Accounting Standards Codification (“ASC”) 805-50-25. The consolidation of the Company and its subsidiaries have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements in accordance with ASC 805-50-45-5. Reorganization under KRHPL Prior to the Reorganization, KRHPL entered into a Sales and Purchase of Shares Agreement (“KRHSG Agreement”) with the sole shareholder of KRHSG who is under common control of the majority shareholders of KRHPL on December 2, 2019. Pursuant to the KRHSG Agreement, KRHPL will acquire 100 1.0 Prior to the Reorganization, KRHPL entered into a Sales and Purchase of Shares Agreement (“EUDA PL Agreement”) with the sole shareholder of EUDA PL who is under common control of the majority shareholders of KRHPL on December 2, 2019. Pursuant to the EUDA PL Agreement, KRHPL will acquire 100 1.0 Prior to the Reorganization, KRHPL entered into a Sales and Purchase of Shares Agreement (“SEMA Agreement”) with the sole shareholder of SEMA who is effectively controlled by the same shareholders of KRHPL on December 31, 2019. Pursuant to the SEMA PL Agreement, KRHPL will acquire 100 The accompanying consolidated financial statements reflect the activities of EUDA and each of the following entities: Schedule of consolidated financial statement Name Background Ownership EUDA Health Limited (“EHL”) ● A British Virgin Islands company Incorporated on June 8, 2021 100 Kent Ridge Healthcare Singapore Pte. Ltd. (“KRHSG”) ● A Singapore company November 9, 2017 100 EUDA Private Limited (“EUDA PL”) ● A Singapore company April 13, 2018 100 Zukitek Vietnam Private Limited Liability Company (“ZKTV PL”) ● A Vietnam company May 2, 2019 100 Singapore Emergency Medical Assistance Private Limited (“SEMA”) ● A Singapore company March 18, 2019 100 The Good Clinic Private Limited (“TGC”) ● A Singapore company April 8, 2020 100 EUDA Doctor Private Limited ● A Singapore company December 1, 2021 100 ● Operation has not been commenced Kent Ridge Hill Private Limited ● A Singapore company December 1, 2021 100 ● Operation has not been commenced Kent Ridge Health Limited ● A British Virgin Islands company June 8, 2021 100 Zukitech Private Limited (“Zukitech”) ● A Singapore company June 13, 2019 100 Super Gateway Group Limited ● A British Virgin Islands company April 18, 2008 100 Universal Gateway International Pte. Ltd. (“UGI”) ● A Singapore company September 30, 2000 5,000,000 98.3 Melana International Pte. Ltd ● A Singapore company September 9, 2000 100 Tri-Global Security Pte. Ltd. ● A Singapore company August 10, 2000 100 UG Digitech Private Limited (“UGD”) ● A Singapore company August 16, 2001 100 Nosweat Fitness Company Private Limited (“NFC”) ● A Singapore company July 6, 2021 100 ● Operation has not been commenced True Cover Private Limited (“TCPL”) ● A Singapore company December 1, 2021 100 ● Operation has not been commenced KR Digital Pte. Ltd. (“KR Digital”) ● A Singapore company December 29, 2021 100 ● Operation has not been commenced Zukihealth Sdn. Bhd. (“Zukihealth”) ● A Malaysian company February 15, 2018 100 ● Operation has not been commenced (1) On March 1, 2022, SEMA, the Company’s wholly owned subsidiary, sold 100 1.0 (2) On April 19, 2022, the Company acquired 100 1 100 1 | Note 1 - Organization and Business Operations Nature of business and organization Organization and General 8i Acquisition 2 Corp. (the “Company”) is a company incorporated on January 21, 2021, under the laws of the British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Initial Business Combination”). The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location (excluding China). The Articles of Association prohibit the Company from undertaking the initial business combination with any entity that conducts a majority of its business or is headquartered in China (including Hong Kong and Macau). As of July 31, 2022, the Company had not yet commenced any operations. All activity for the period from January 21, 2021 (inception) through July 31, 2022 relates to the Company’s organizational activities and the initial public offering (the “IPO”) described below. The Company will not generate any operating revenues until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend and interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected July 31 as its fiscal year end. The Company will have 12 months from the closing of the IPO (or up to 18 months, with extension of two times by an additional three months each time) to consummate a Business Combination (the “Combination Period”). If the Company fails to consummate a Business Combination within the Combination Period, it will trigger its automatic winding up, liquidation and subsequent dissolution pursuant to the terms of the Company’s amended and restated memorandum and articles of association. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, liquidation and subsequent dissolution. For the period from January 21, 2021 (inception) to April 11, 2021, the Company was sponsored by 8i Holdings Limited, a Limited Liability Exempted Company incorporated in the Cayman Islands on November 24, 2017. On April 12, 2021, 8i Holdings Limited transferred their founder shares (as defined below) to 8i Holdings 2 Pte Ltd (the “Sponsor”), a Singapore Limited Liability Company incorporated on April 1, 2021. The Trust Account Upon the closing of the IPO and the private placement, $ 86,250,000 The funds held in the Trust Account will be invested only in United States government treasury bills, bonds or notes having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in United States government treasuries. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income or other tax obligations, the proceeds will not be released from the Trust Account until the earlier of the completion of a Business Combination or the Company’s liquidation. Business Combination On April 11, 2022, the Company entered into a Share Purchase Agreement (the “SPA”) with Euda Health Limited, a British Virgin Islands business company (“EUDA Health”), Watermark Developments Limited, a British Virgin Islands business company (the “Seller”) and Kwong Yeow Liew, acting as Representative of the Indemnified Parties (the “Indemnified Party Representative”). Pursuant to the terms of the SPA, a business combination between the Company and EUDA Health will be effected through the purchase by the Company of all of the issued and outstanding shares of EUDA Health from the Seller (the “Share Purchase”). 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS The Company’s board of directors have (i) approved and declared advisable the SPA, the Share Purchase and the other transactions contemplated thereby, and (ii) resolved to recommend approval of the SPA and related transactions by the shareholders of the Company. Mr. Meng Dong (James) Tan, the Company’s Chief Executive Officer and Chairman of the Company’s board of directors, had at the time, 10.0% 33.3% In connection with the closing of the transactions under the SPA, the current officers and directors of EUDA Health will become the Company’s officers and directors. The Company’s sponsor, 8i Holdings 2 Pte. Ltd. (the “Sponsor”), will have the right to nominate one director to serve as an independent director on the post-closing board of director. Liquidity and Capital Resources At July 31, 2022 and 2021, the Company had $ 193,546 nil 1,408,615 218,797 The registration statement for the Company’s IPO (as described in Note 3) was declared effective on November 22, 2021. On November 24, 2021, the Company consummated the IPO of 8,625,000 10.00 86,250,000 Simultaneously with the IPO, the Company sold to Mr. Meng Dong (James) Tan 292,250 10.00 2,922,500 Offering costs amounted to $ 5,876,815 1,725,000 3,018,750 649,588 483,477 100 25,000 87,114,830 On January 21, 2021 and February 5, 2021, the Company issued an aggregate of 1,437,500 25,000 0.017 15,000 718,750 12,500 2,156,250 Going Concern In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until November 24, 2022 (absent any extensions of such period by the Sponsor, pursuant to the terms described above) to consummate the proposed Business Combination. It is uncertain that the Company will be able to consummate the proposed Business Combination by this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November 24, 2022. The Company intends to complete the proposed Business Combination before the mandatory liquidation date. However, there can be no assurance that the Company will be able to consummate any business combination by November 24, 2022. Schedule of consolidated financial statement 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | |
Accounting Policies [Abstract] | |||
Summary of significant accounting policies | Note 2 - Significant Accounting Policies Summary of significant accounting policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Registration Statement should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended July 31, 2022, filed with the Securities and Exchange Commission on August 29, 2022. Emerging Growth Company Status The Company is an emerging growth company as defined by Section 2(a) of the JOBS Act and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payment not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 265,852 193,546 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Investments Held in Trust Account As of October 31, 2022 and July 31, 2022, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in dividends on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At October 31, 2022 and July 31, 2022, the Company had $ 86,972,255 86,472,912 722,255 222,912 Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs totaled $ 5,876,815 1,725,000 3,018,750 649,588 483,477 Ordinary Shares Subject to Possible Redemption The Company accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Prior to the Business Combination. the Company’s ordinary shares featured certain redemption rights that were considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares that were subject to possible redemption are presented at redemption value (plus any interest earned and/or dividends accrued on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Net Loss Per Ordinary Shares The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable ordinary share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable ordinary shares and the non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 78 22 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The earnings per share presented in the statements of operations is based on the following: Schedule of earnings per share For the Three Months Ended October 31, 2022 For the Three Months Ended October 31, 2021 Net income (loss) $ 201,012 $ (45,587 ) Accretion of temporary equity to redemption value (499,343 ) - Net loss including accretion of temporary equity to redemption value $ (298,331 ) $ (45,587 ) Redeemable Non-redeemable For the Three Months Ended October 31, 2022 Redeemable Non-redeemable Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net loss including accretion of temporary equity $ (232,366 ) $ (65,965 ) Accretion of temporary equity to redemption value 499,343 - Allocation of net income (loss) $ 266,977 $ (65,965 ) Denominator: Weighted average shares outstanding 8,625,000 2,448,500 Basic and diluted net income (loss) per ordinary share $ 0.03 $ (0.03 ) Redeemable Non-redeemable For the Three Months Ended October 31, 2021 Redeemable Non-redeemable Basic and diluted net loss per ordinary share: Numerator: Net loss $ - $ (45,587 ) Denominator: Weighted average shares outstanding - 1,875,000 (1) Basic and diluted net loss per ordinary share $ - $ (0.02 ) (1) This number excludes an aggregate of up to 281,250 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified the British Virgin Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements. Since the Company was incorporated on January 21, 2021, the evaluation was performed for the period from January 21, 2021 (inception) to July 31, 2021 and for the year ended July 31, 2022, which will be the only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. No interest or penalties were incurred for the three months ended October 31, 2022 and 2021. Recent Accounting Pronouncements 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective on August 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on August 1, 2021. The Company determined not to early adopt. Management does not believe that this and any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s unaudited condensed financial statements. 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS | Note 3 – Summary of significant accounting policies 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 is mainly through online and offline promotion activities. Advertising costs amounted to $ 21,795 270,361 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 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”) 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 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) 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 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 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 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 | Note 2 - Significant Accounting Policies Summary of significant accounting policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the SEC. Emerging Growth Company Status The Company is an emerging growth company as defined by Section 2(a) of the JOBS Act and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but no limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosures obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payment not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 193,546 Investments Held in Trust Account As of July 31, 2022, the Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in gains and losses on Investments Held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At July 31, 2022, the Company had $ 86,472,912 222,912 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs totaled $ 5,876,815 1,725,000 3,018,750 649,588 483,477 Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value (plus any interest earned and/or dividends accrued on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. Net Loss Per Ordinary Shares The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable ordinary share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable ordinary shares and the non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 71 29 The earnings per share presented in the statements of operations is based on the following: Schedule of earnings per share For the Year Ended July 31, 2022 Net loss $ (1,762,838 ) Accretion of temporary equity to redemption value (14,695,090 ) Net loss including accretion of temporary equity to redemption value $ (16,457,928 ) 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS Redeemable Non-redeemable For the Year Ended July 31, 2022 Redeemable Non-redeemable Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net loss including accretion of temporary equity $ (11,752,725 ) $ (4,705,203 ) Accretion of temporary equity to redemption value 14,695,090 - Allocation of net income (loss) $ 2,942,365 $ (4,705,203 ) Denominator: Weighted average shares outstanding 5,883,904 2,355,621 Basic and diluted net income (loss) per ordinary share $ 0.50 $ (2.00 ) Redeemable Non-redeemable For the Period from January 21, 2021 (inception) through July 31, 2021 Redeemable Non-redeemable Basic and diluted net loss per ordinary share: Numerator: Net loss $ - $ (8,377 ) Denominator: Weighted average shares outstanding - 1,875,000 (1) Basic and diluted net loss per ordinary share $ - $ (0.00 ) (1) This number excludes an aggregate of up to 281,250 Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified the British Virgin Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on January 21, 2021, the evaluation was performed for the period from January 21, 2021 (inception) to July 31, 2021 and for the year ended July 31, 2022 which will be the only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. No interest or penalties were incurred for the year ended July 31, 2022 and for the period from January 21, 2021 (inception) to July 31, 2021. Recent Accounting Pronouncements 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective on August 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on August 1, 2021. The Company determined not to early adopt. Management does not believe that this and any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
Initial public offering
Initial public offering | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Initial Public Offering | ||
Initial public offering | Note 3 – Initial Public Offering Initial public offering On November 24, 2021, the Company sold 8,625,000 10.00 86,250,000 Each Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth of an ordinary share upon the consummation of an Initial Business Combination. Each two redeemable warrants entitle the holder thereof to purchase one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of an Initial Business Combination. Upon the closing of the Business Combination, no fractional shares were issued upon separation of the Units, and only whole Warrants trade. American Opportunities Growth Fund (the “Anchor Investor”), purchased an aggregate of 400,000 The Anchor Investor was required to not redeem any of the public shares it acquired in the IPO. Conditionally anchor shares are classified as temporary equity. Accordingly, anchor shares are presented at initial carrying value of $ 8.24 0.03 3,329,682 3,306,524 The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,125,000 1,125,000 10.00 11,250,000 As of October 31, 2022 and July 31, 2022, the ordinary shares subject to redemption reflected on the balance sheets are reconciled in the following table: Schedule of ordinary shares subject to possible redemption As of As of October 31, 2022 July 31, 2022 Gross proceeds $ 86,250,000 $ 86,250,000 Less: Proceeds allocated to public warrants and public rights (9,979,125 ) (9,979,125 ) Redeemable ordinary shares issuance costs allocated to public warrants and public rights (5,196,868 ) (5,196,868 ) Plus: Accretion of carrying value to redemption value (Deemed dividend) 15,194,433 14,695,090 Ordinary shares subject to possible redemption $ 86,268,440 $ 85,769,097 | Note 3 - Initial Public Offering Initial public offering On November 24, 2021, the Company sold 8,625,000 10.00 86,250,000 Each Unit consists of one ordinary share, one redeemable warrant (each a “Warrant”, and, collectively, the “Warrants”), and one right to receive one-tenth of an ordinary share upon the consummation of an Initial Business Combination. Each two redeemable warrants entitle the holder thereof to purchase one ordinary share, and each ten rights entitle the holder thereof to receive one ordinary share at the closing of a Business Combination. No fractional shares issued upon separation of the Units, and only whole Warrants will trade. American Opportunities Growth Fund (the “Anchor Investor”), has purchased an aggregate of 400,000 The Anchor Investor is required to not redeem any of the public shares it acquires in the IPO. With respect to the ordinary shares underlying the units it may purchase in the IPO, upon the Company’s liquidation, the Anchor Investor will have the same rights to the funds held in the Trust Account as the rights afforded to the public shareholders. In addition, the units (including the underlying securities) the Anchor Investor may purchase in the IPO will not be subject to any agreements restricting their transfer. 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS Conditionally anchor shares are classified as temporary equity. Accordingly, anchor shares are presented at initial carrying value of $ 8.24 0.03 3,306,524 The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to an additional 1,125,000 1,125,000 10.00 11,250,000 As of July 31, 2022, the ordinary shares subject to redemption reflected on the balance sheets are reconciled in the following table: Schedule of ordinary shares subject to possible redemption Gross proceeds from public issuance $ 86,250,000 Less: Proceeds allocated to public warrants and public rights (9,979,125 ) Redeemable ordinary shares issuance costs (5,196,868 ) Plus: Accretion of carrying value to redemption value (Deemed dividend) 14,695,090 Ordinary shares subject to possible redemption $ 85,769,097 |
Private placement
Private placement | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Private Placement | ||
Private placement | Note 4 - Private Placement Private placement Concurrently with the closing of the IPO, Mr. Meng Dong (James) Tan purchased an aggregate of 292,250 10.00 2,922,500 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS | Note 4 - Private Placement Private placement Concurrently with the closing of the IPO, Mr. Meng Dong (James) Tan purchased an aggregate of 292,250 10.00 2,922,500 |
Related party balances and tran
Related party balances and transactions | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | |
Related Party Transactions [Abstract] | |||
Related party balances and transactions | Note 5 - Related Party Transactions Related party balances and transactions Founder Shares On January 21, 2021 and February 5, 2021, 8i Holdings Limited paid an aggregate price of $ 25,000 , or approximately $ 0.017 per share, to cover certain offering costs in consideration for 1,437,500 ordinary shares (the “Insider Shares” or “Founder Shares”). On April 12, 2021, 8i Holdings Limited transferred an aggregate of 1,437,500 Founder Shares to the Sponsor for $ 25,000 . On June 14, 2021, the Sponsor transferred 15,000 Founder Shares in the aggregate to the Company’s directors for nominal consideration. On October 25, 2021, the Company issued an additional 718,750 ordinary shares which were purchased by the Sponsor for $ 12,500 , resulting in an aggregate of 2,156,250 ordinary shares outstanding. The issuance was considered as a nominal issuance, in substance a recapitalization transaction, which was recorded and presented retroactively. The Founder Shares are identical to the ordinary shares included in the Units sold in the IPO. The Sponsor agreed to forfeit 281,250 All of the Founder Shares issued and outstanding prior to the date of the IPO were placed in escrow with an escrow agent until the earlier of six months after the date of the consummation of an Initial Business Combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share capitalizations, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after an Initial Business Combination or earlier, if, subsequent to an Initial Business Combination, the Company consummated a liquidation, merger, share exchange or other similar transaction which resulted in all of its shareholders having the right to exchange their shares for cash, securities or other property. On November 24, 2021, the underwriters exercised the over-allotment option in full, so there are no founder shares subject to forfeiture. Promissory Note - Related Party On January 12, 2022, Mr. Meng Dong (James) Tan, the Company’s then Chief Executive Officer and Chairman of the Company’s board of directors, agreed to loan the Company up to $ 300,000 500,000 1,000,000 800,000 Mr. Meng Dong (James) Tan had the right, but not the obligation, to convert the Promissory Notes, in whole or in part, into private units (the “Units”) of the Company containing the same securities as issued in the Company’s IPO and by providing the Company with written notice of its intention to convert the Promissory Notes at least one business day prior to the closing of an Initial Business Combination. The number of Units to be received by the Mr. Meng Dong (James) Tan in connection with such conversion was to be an amount determined by dividing (x) the sum of the outstanding principal amount payable to Mr. Meng Dong (James) Tan, by (y) $ 10.00 Due to Related Parties As of October 31, 2022 and July 31, 2022, the total amount contains administrative service fee of $ 113,000 83,000 For the year ended July 31, 2022, Mr. Meng Dong (James) Tan, the Company’s then Chief Executive Officer and Chairman of the Company’s board of directors, loaned the Company $ 3,894 3,894 0 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Administrative Service Fee The Company agreed, commencing on the effective date of the IPO, to pay the affiliate of the Company’s Sponsor a monthly fee of an aggregate of $ 10,000 30,000 0 | Note 15 – Related party balances and transactions Related party balances Schedule of related party balances Other receivables – related parties Name of Related Party Relationship Nature As of As of KR Hill Capital Pte Ltd Shareholders of this entity also are the shareholders of the Company Related party advance, due on demand $ 239 $ 237 Kent Ridge Medical Ptd Ltd Shareholders of this entity also are the shareholders of the Company Related party advance, due on demand 247 245 UG Digital Sdn Bhd UGD, subsidiary of the Company owned 40% of this company Related party advance, due on demand - 284,673 Janic Limited Shareholder of the Company Related party advance, due on demand 724 720 Zukihealth SDN Kelvin Chen, Chief Executive Office (“CEO”) and shareholder of the Company, is the shareholder of this entity Related party advance due on demand - 3,173 Jennifer Goh President, operation manager, and shareholder of the Company Employee advance - 8,527 Fresco Investment Pte Ltd Fan Know Hin, an immediate family member of a shareholder of the Company, is the shareholder of this entity Advance due on demand - 46 Cadence Health Pte Ltd * Shareholders of this entity also are the shareholders of the Company 266,653 - Total $ 267,863 $ 297,621 Other receivables - related parties $ 267,863 $ 297,621 * As of date of the issuance of these financial statements Convertible notes – related parties Please see Note 13 for details. Account payable – related parties Name of Related Party Relationship Nature As of December 31, As of December 31, Cadence Health Pte Ltd Shareholders of this entity also are the shareholders of the Company Medical service fee performed for the employee patients of the Company’s corporate customers $ - $ 2,459,411 Account payable, related parties Shareholders of this entity also are the shareholders of the Company Medical service fee performed for the employee patients of the Company’s corporate customers $ - $ 2,459,411 Other payables – related parties Name of Related Party Relationship Nature As of December 31, As of December 31, Chee Yin Meh Shareholder of Scotgold Holding Ltd which is the shareholder of the Company Operating expense paid on behalf of the Company $ 122,739 $ 34,512 Jamie Fan Wei Zhi An immediate family member of a shareholder of the Company Operating expense paid on behalf of the Company, and Guarantor fee - 40,783 Kelvin Chen CEO and shareholder of the Company Operating expense paid on behalf of the Company 589,681 295,776 Kent Ridge Health Pte Ltd Shareholders of this entity also are the shareholders of the Company Operating expense paid on behalf of the Company 696,508 121,129 Kent Ridge Pacific Pte Ltd Shareholders of this entity also are the shareholders of the Company Operating expense paid on behalf of the Company 20,303 33,483 Watermark Developments Ltd Shareholder of the Company Operating expense paid on behalf of the Company 55,945 - Wilke Services Ltd (“Wilke”) (1) Shareholder of the Company Investment payable - 2,746,628 Mount Locke Limited Shareholder of the Company Operating expense paid on behalf of the Company 3,753 - UG Digital Sdn Bhd UGD, subsidiary of the Company owned 40% of this company Operating expense paid on behalf of the Company 33,016 - Total $ 1,521,945 $ 3,272,311 Other payables – related parties $ 1,521,945 $ 3,272,311 (1) Upon the closing of the Business Combination, such balance was forgiven by its related party (see Note 16). Related party transactions Schedule of related party transactions Revenue from related parties Name of Related Party Relationship Nature For the Year Ended December 31, For the Year Ended December 31, Cadence Health Pte Ltd Shareholders of this entity also are the shareholders of the Company Sales of swab test, and other medical related product 135 4,640 Revenue from related parties $ 135 $ 4,640 Purchase from related parties Name of Related Party Relationship Nature For the Year Ended December 31, For the Year Ended December 31, Cadence Health Pte Ltd Shareholders of this entity also are the shareholders of the Company Medical service fee provided for the third party medical service revenue $ 491,499 $ 2,349,702 Purchase from related parties Shareholders of this entity also are the shareholders of the Company Medical service fee provided for the third party medical service revenue $ 491,499 $ 2,349,702 Rental expenses Name of Related Party Relationship Nature For the Year Ended December 31, For the Year Ended December 31, Kent Ridge Pacific Pte Ltd Shareholders of this entity also are the shareholders of the Company Office rental $ 47,954 $ 143,589 Rental Expenses Shareholders of this entity also are the shareholders of the Company Office rental $ 47,954 $ 143,589 | Note 5 - Related Party Transactions Related party balances and transactions Founder Shares On January 21, 2021 and February 5, 2021, 8i Holdings Limited paid an aggregate price of $ 25,000 0.017 1,437,500 1,437,500 25,000 15,000 718,750 12,500 2,156,250 281,250 20 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS All of the Founder Shares issued and outstanding prior to the date of the IPO will be placed in escrow with an escrow agent until the earlier of six months after the date of the consummation of an Initial Business Combination and the date on which the closing price of the Company’s ordinary shares equals or exceeds $ 12.00 281,250 Promissory Note - Related Party On January 12, 2022, Mr. Meng Dong (James) Tan, the Company’s Chief Executive Officer of the Company , agreed to loan the Company up to $ 300,000 500,000 800,000 Mr. Meng Dong (James) Tan has the right, but not the obligation, to convert the Promissory Notes, in whole or in part, into private units (the “Units”) of the Company containing the same securities as issued in the Company’s IPO and by providing the Company with written notice of its intention to convert the Promissory Notes at least one business day prior to the closing of a Business Combination. The number of Units to be received by the Mr. Meng Dong (James) Tan in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to Mr. Meng Dong (James) Tan, by (y) $ 10.00 Due to Related Parties As of July 31 , 2022 and 2021, the total amount contains administrative service fee of $ 83,000 0 For the year ended July 31, 2022, Mr. Meng Dong (James) Tan, Chief Executive Officer of the Company, loaned the Company $ 3,894 3,894 Related Party Loans As of July 31 , 2022 and 2021, 8i Enterprises Pte Ltd, a company wholly owned by Mr. Meng Dong (James) Tan, had loaned the Company an aggregate of $ 0 396,157 396,157 Administrative Service Fee The Company has agreed, commencing on the effective date of the IPO, to pay the affiliate of the Company’s Sponsor a monthly fee of an aggregate of $ 10,000 83,000 Schedule of Related Party Balances Schedule of related party transactions 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Commitments and contingencies | Note 6 - Commitments and Contingencies Commitments and contingencies Underwriters Agreement The Company granted the underwriters a 45-day option to purchase up to 1,125,000 7,500,000 10.00 On November 24, 2021, the Company paid cash underwriting commissions of 2.0 1,725,000 The underwriters are entitled to a deferred underwriting commission of 3.5% 3,018,750 On November 24, 2021, the underwriters exercised the over-allotment option in full to purchase 1,125,000 10.00 11,250,000 225,000 Unit Purchase Option The Company sold to Maxim Group LLC (and/or its designees) an option for $ 100 431,250 11.00 431,250 474,375 43,125 215,625 Registration Rights The holders of the Founder Shares issued and outstanding at the closing of the IPO, as well as the holders of the private units (and underlying securities) and any securities issued to the initial shareholders, officers, directors or their affiliates in payment of working capital loans made to the Company, are entitled to registration rights pursuant to a registration rights agreement. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of the Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty. Professional and Other Listing Fees The Company has engaged various professionals, including but not limited, legal advisor, financial advisor, independent registered public accounting firm, investor relation advisor and other professional firms and listing fees, to provide services in connection with the Company’s public filings with the U.S. Securities and Exchange Commission and the Business Combination. As of October 31, 2022, the professional fees and other listing fees to be incurred up until November 24, 2022, the date which the Company had to consummate the Business Combination, were estimated to be $ 0.4 | Note 20 – Commitments and contingencies Contingencies Legal From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements. On March 30, 2022, the State Courts of the Republic of Singapore had reached a verdict that 3,704 5,000 74,966 100,000 no | Note 6 - Commitments and Contingencies Commitments and contingencies Underwriters Agreement The Company granted the underwriters, a 45-day option to purchase up to 1,125,000 7,500,000 10.00 On November 24, 2021, the Company paid cash underwriting commissions of 2.0 1,725,000 The underwriters are entitled to a deferred underwriting commission of 3.5 3,018,750 On November 24, 2021, the underwriters exercised the over-allotment option in full to purchase 1,125,000 10.00 11,250,000 225,000 Unit Purchase Option The Company sold to Maxim Group LLC (and/or its designees) an option for $ 100 431,250 11.00 431,250 474,375 43,125 215,625 Registration Rights The holders of the Founder Shares issued and outstanding at the closing of the IPO, as well as the holders of the private units (and underlying securities) and any securities issued to the initial shareholders, officers, directors or their affiliates in payment of working capital loans made to the Company, will be entitled to registration rights pursuant to a registration rights agreement. The holders of a majority of these securities are entitled to make up to two demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of an Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Professional and Other Listing Fees The Company has engaged various professionals, including but not limited, legal advisor, financial advisor, independent registered public accounting firm, investor relation advisor and other professional firms and listing fees, to provide services in connection with the Company’s public filings with the U.S. Securities and Exchange Commission and the Initial Business Combination. The professional fees and other listing fees to be incurred up are estimated to be $ 0.5 |
Shareholders_ equity
Shareholders’ equity | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | |
Equity [Abstract] | |||
Shareholders’ equity | Note 7 - Shareholder’s Equity Shareholders’ equity Ordinary Shares The Company is authorized to issue unlimited no As of July 31, 2021, the Company had issued an aggregate of 1,437,500 25,000 187,500 718,750 12,500 2,156,250 281,250 Warrants Each warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 No fractional warrants were issued and only whole warrants trade. The Company may redeem the warrants at a price of $ 0.01 In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $ 9.50 9.50 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS | Note 16 – Shareholders’ equity Capital Contribution On September 20, 2022, the Company received capital of $ 600,000 120,000 Forgiveness of debt by a related party On March 31, 2022, the Company and Wilke entered into a deed of release of debt (“Deed”), pursuant to the Deed, upon the closing of the Business Combination, Wilke agrees to release and discharge the Company from the Obligation to repay to Wilke of $ 2,763,018 Ordinary shares The Company is authorized to issue unlimited ordinary shares of no - Issuance of ordinary shares to EHL On July 25, 2022, the Company issued 4,626,667 500,000 500,000 The shares and corresponding capital amounts and all per share data related to EHL’s outstanding ordinary shares prior to the Reverse Recapitalization have been retroactively adjusted using the Exchange Ratio -Issuance of ordinary shares upon the reverse recapitalization (See Note 4) On November 17, 2022, upon the consummation of the Business Combination, the Company issued an aggregate total of 6,191,770 The following table presents the number of the Company’s ordinary shares issued upon the Reverse Recapitalization: Schedule of reverse recapitalization Ordinary Shares 8i ordinary shares outstanding prior to Reverse Recapitalization 11,073,500 Less: redemption of 8i ordinary shares (6,033,455 ) Conversion of 8i rights 891,725 Shares issued to service providers 260,000 Total shares issued upon the Reverse Recapitalization 6,191,770 Warrants In connection with the reverse recapitalization, the Company has assumed 8,917,250 8,625,000 292,250 Warrants became exercisable on the later of (a) the completion of the reverse recapitalization or (b) 12 months from the closing of the initial public offering (“IPO”). The warrants will expire five years after the completion of a reverse recapitalization or earlier upon redemption or liquidation. As of December 31, 2022, the Company had 8,625,000 292,250 11.50 The Company may redeem the Public Warrants and Private Warrants in whole and not in part, at a price of $ 0.01 ● at any time while the warrants are exercisable and prior to their expiration, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ 16.50 ● if, there is a current registration statement in effect with respect to the Ordinary Shares underlying the Warrants for each day in the 30-day trading period and continuing each day thereafter until the Redemption Date or the cashless exercise of the Warrants is exempt from the registration requirements under the Securities Act of 1933, as amended (the “Act”) If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted for splits, dividends, recapitalizations and other similar events. Additionally, in no event will the Company be required to net cash settle the warrants. The only difference between Public Warrants and Private Warrants is that the Private Warrants will not be transferable, assignable or salable until after the completion of reverse recapitalization. The summary of warrants activity is as follows: Schedule of warrant activities Warrants Ordinary Shares Issuable Weighted Average December 31, 2021 - - $ - - Granted 8,917,250 4,458,625 $ 11.50 5.00 Forfeited - - $ - - Exercised - - $ - - December 31, 2022 8,917,250 4,458,625 $ 11.50 4.88 Earnout shares As part of the Business Combination, Watermark is entitled to the 4,000,000 ● 1,000,000 15.00 ● 1,000,000 20.00 ● 1,000,000 20,100,000 3,600,000 ● 1,000,000 40,100,000 10,100,000 The Earnout Shares are accounted for as equity classified equity instruments, were included as merger consideration as part of the Reverse Recapitalization and recorded in capital The fair value of the Earnout Shares for Triggering Event 1 and 2 was estimated using the following assumptions: Schedule of earnout shares for triggering event Closing date November 17, 2022 Share price of the Company as of closing date $ 5.21 Average daily return rate 0.02 % Daily volatility for Triggering Event 1 4.74 % Daily volatility for Triggering Event 2 4.30 % Risk-free rate for Triggering Event 1 4.75 % Risk-free rate for Triggering Event 2 4.49 % Grant Price for Trigging Event 1 $ 15.0 Grant Price for Trigging Event 2 $ 20.0 As a result, the Company determined the fair value of the Earnout Shares for Triggering Event 1 and 2 is amounted to $ 1,926,610 3,273,019 In addition, Company determined that the probabilities of achieving the revenue and net income thresholds are nil for Triggering Event 3 and 4 and estimated the fair value of the Earnout Shares of nil. | Note 7 - Shareholder’s Equity Shareholders’ equity Ordinary Shares The Company is authorized to issue unlimited no As of July 31, 2021, the Company has issued an aggregate of 1,437,500 25,000 187,500 718,750 12,500 2,156,250 281,250 Schedule of shares issued and outstanding reverse recapitalization 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS Warrants Each warrant entitles the holder to purchase one ordinary share at a price of $ 11.50 No fractional warrant will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $ 0.01 In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.50 9.50 Schedule of warrant activities Schedule of earnout shares for triggering event |
Recurring fair value measuremen
Recurring fair value measurements | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Recurring fair value measurements | Note 8 - Recurring Fair Value Measurements Recurring fair value measurements As of October 31, 2022 and July 31, 2022, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $ 86,972,255 86,472,912 Schedule of fair value assets Quoted Significant Significant Prices Other Other Value in Active Observable Unobservable Carrying Markets Inputs Inputs As of October 31, 2022 Value (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – Money Market Fund $ 86,972,255 $ 86,972,255 $ - $ - $ 86,972,255 $ 86,972,255 $ - $ - Quoted Significant Significant Prices Other Other Value in Active Observable Unobservable Carrying Markets Inputs Inputs As of July 31, 2022 Value (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – Money Market Fund $ 86,472,912 $ 86,472,912 $ - $ - $ 86,472,912 $ 86,472,912 $ - $ - | Note 8 - Recurring Fair Value Measurements Recurring fair value measurements As of July 31, 2022, investment securities in the Company’s Trust Account consisted of a treasury securities fund in the amount of $ 86,472,912 Schedule of fair value assets Quoted Significant Significant Prices Other Other Value in Active Observable Unobservable Carrying Markets Inputs Inputs Value (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – Money Market Fund $ 86,472,912 $ 86,472,912 $ - $ - $ 86,472,912 $ 86,472,912 $ - $ - |
Subsequent events
Subsequent events | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | |
Subsequent Events [Abstract] | |||
Subsequent events | Note 9 - Subsequent Events Subsequent events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 21, 2022, the date the unaudited condensed financial statements were available to be issued. Based upon the review, except as disclosed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. Redemption of Ordinary Shares As of November 14, 2022, the end of the redemption period for the Ordinary Shares issued as part of the units in the Company’s IPO 6,033,455 was 10.0837 60.8 Forward Purchase Agreement On November 1, 2022, the Company and Greentree Financial Group, Inc., a Florida corporation To the extent Greentree purchases the Company’s Ordinary Shares in accordance with the Forward Purchase Agreement, Greentree may elect to sell and transfer to the Company, and the Company has agreed to purchase, in the aggregate up to 125,000 10.41 , out of the funds held in the Trust Account, the Escrowed Funds. On November 9, 2022, 8i and Greentree entered into a Termination Agreement terminating the Forward Purchase Agreement. Prepaid Forward Agreements On November 9, 2022, the Company, EUDA and certain institutional investor (the “Seller 1”) entered into an agreement (the “Prepaid Forward Agreement 1”) for an equity prepaid forward transaction (the “Prepaid Forward Transaction 1”). Pursuant to the terms of the Prepaid Forward Agreement 1, Seller 1 may (i) purchase through a broker in the open market, from holders of Shares (as defined below) other than the Company or affiliates thereof, the Company’s ordinary shares, no par value, (the “Shares”), or (ii) reverse Seller 1’s prior exercise of redemption rights as to Shares in connection with the Business Combination (all such purchased or reversed Shares, the “Recycled Shares 1”). While Seller 1 has no obligation to purchase any Shares under the Prepaid Forward Agreement 1, the aggregate total Recycled Shares 1 that may be purchased or reversed under the Prepaid Forward Agreement 1 shall be no more than 1,400,000 9.9 On November 13, 2022, the Company, EUDA Health and certain institutional investor (the “Seller 2”) entered into another agreement (the “Prepaid Forward Agreement 2”) for an equity prepaid forward transaction (the “Prepaid Forward Transaction 2”). Pursuant to the terms of the Prepaid Forward Agreement 2, Seller 2 may (i) purchase through a broker in the open market, from holders of Shares (as defined below) other than the Company or affiliates thereof, the Company’s Shares, or (ii) reverse Seller 2’s prior exercise of redemption rights as to Shares in connection with the Business Combination (all such purchased or reversed Shares, the “Recycled Shares 2”). While Seller 2 has no obligation to purchase any Shares under the Prepaid Forward Agreement 2, the aggregate total Recycled Shares 2 that may be purchased or reversed under the Prepaid Forward Agreement 2 shall be no more than 1,125,000 9.9% Waiver Agreement to the SPA On each of November 7, 2022 and November 15, 2022, 8i and the Seller entered into a Waiver Agreement (the “Waiver Agreements”) waiving among other things, the following conditions to closing of the SPA (the “Closing”), effective as of the date of Closing: ● that United Overseas Bank Limited has consented in writing to the consummation of the SPA under each of the Banking Facility Agreement dated August 21, 2019 between Kent Ridge Healthcare Singapore Private Limited (formerly known as Sheares HMO Private Limited) and United Overseas Bank Limited and the Deed of Debenture dated October 16, 2019 between Kent Ridge Healthcare Singapore Private Limited and United Overseas Bank Limited; ● that Funding Societies Private Limited has consented in writing to the consummation of the Transaction under the Note issuance agreement (bolt term financing) dated February 23, 2022, along with the investment note certificate dated February 24, 2022 representing the aggregate value of SGD 100,000 between Kent Ridge Healthcare Singapore Private Limited as issuer, Chen Weiwen Kelvin as guarantor, Funding Societies Private Limited as an agent acting on behalf of the investors, and DBS Bank Limited Singapore as escrow agent; ● that EUDA will have aggregate cash equal to or exceed $ 10.0 million immediately prior to Closing; ● that certain designees of the Seller, who will receive an aggregate of 1,000,000 ordinary shares of the Company at Closing will be required to sign the Lock-Up Agreement; and ● that Kent Ridge Health Private Limited shall have irrevocably amended its organizational documents to remove “Kent Ridge” from its official name; and ● that the Purchaser shall cause the Company to obtain and fully pay the premium for the “tail” insurance policies for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policy and the Company’s existing fiduciary liability insurance policies. Settlement Agreements On November 17, 2022, the Company executed a settlement agreement with one of its vendors (“Vendor 1”) reflecting the agreed terms of addition terms and fees of $ 300,000 November 17, 2023 60,000 5.00 60,000 300,000 Promissory Notes On November 17, 2022, the Company executed a convertible promissory note in the principal amount of $ 2,113,125 November 17, 2023 5.00 On November 17, 2022, the Company executed a promissory note (“Note 2”) in the principal amount of $ 170,000 February 15, 2023 15 On November 17, 2022, the Company executed a convertible promissory note in the principal amount of $ 82,600 November 17, 2023 On November 17, 2022, the Company executed a convertible promissory note in the principal amount of $ 87,500 November 17, 2023 On November 17, 2022, the Company executed a convertible promissory note in the principal amount of $ 119,000 November 17, 2023 On November 17, 2022, the Company executed a convertible promissory note in the principal amount of $ 700,000 November 17, 2023 Completion of the Business Combination On November 17, 2022, the Company completed the closing of the Business Combination with EUDA Health. | Note 22 – Subsequent events The Company evaluated all events and transactions that occurred after December 31, 2022 up through the date the Company issued these consolidated financial statements. On January 9, 2023, James Tan, who is the former Chief Executive officer of 8i loaned the Company for an amount of $ 145,450 8 On February 2, 2023, the Company entered into a loan agreement (“Agreement”) with Alfred Lim, the independent director of the Company, pursuant to which Alfred Lim granted a loan amounted to $ 128,750 8 On April 24, 2023, James Tan loaned the Company an additional $ 332,750 8 145,450 On May 15, 2023, James Tan entered into a third loan agreement with the Company pursuant to which James Tan agreed to loan the Company an additional $ 22,500 700,000 8 On May 15, 2023, the Company issued to James Tan the Tan 2023 Note to replace the Tan 2022 Note. The Tan 2023 Note was an interest-free convertible promissory note in the aggregate principal amount of $ 700,000 700,000 1.00 700,000 700,000 700,000 This conversion is likely resulted in modification of the convertible notes as the five-day VWAP Price of the Company’s ordinary shares immediately preceding the conversion date is higher than $1.00 and reduced the carrying amount of the convertible debt instrument with a corresponding increase in additional paid-in capital. On May 16, 2023, the Company signed settlement agreement (“Settlement Agreement”) with James Tan, pursuant to which the Company agreed to issue to James Tan an aggregate of 478,200 On May 16, 2023, the Company signed settlement agreements (“Settlement Agreements 2”) with two third parties, Shine Link, and Menora, and a related party, 8i Holding, pursuant to which the Company agreed to issue to Shine Link, Menora, and 8i Holding 87,500 119,000 82,600 These conversions are likely resulted in modification of the convertible notes as the five-day VWAP Price of the Company’s ordinary shares immediately preceding the conversion date is higher than $1.00 and reduced the carrying amount of the convertible debt instrument with a corresponding increase in additional paid-in capital. On May 16, 2023, the Company signed settlement agreement (“Chen Settlement Agreement”) with , the CEO of the Company, pursuant to which the Company agreed to issue to Kelvin Chen an aggregate of 850,306 850,306 1.47 578,439 1.47 271,867 850,306 Between May 16 and May 22, 2023, the Company issued and sold to eight accredited investors an aggregate of 940,000 1.00 940,000 On June 8, 2023, the Company and the Seller 1 and Seller 2 (together, the “ Sellers”) entered into amendments to the Prepaid Forward Agreements (together, the “Amendments”), to amend the definition of “Maturity Consideration,” such that, Maturity Consideration shall consist of 800,000 3.00 800,000 1,600,000 15 | Note 9 - Subsequent Events Subsequent events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to August 29, 2022, the date the financial statements was available to be issued. Based upon the review, except as disclosed below, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements. On August 16, 2022, the Company entered into a promissory note with Mr. Tan for $ 200,000 |
Going concern
Going concern | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going concern | Note 2 – Going concern In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Debt financing in the form of short term borrowings from bank, private lender, third parties and related parties and cash generated from operations have been utilized to finance the working capital requirements of the Company. As of September 30, 2022, the Company’s working deficit was approximately $ 4.0 0.3 | Note 2 – Going concern In assessing the Company’s going concern, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Debt financing in the form of short-term borrowings from bank, private lender, third parties and related parties and cash generated from operations have been utilized to finance the working capital requirements of the Company. As of December 31, 2022, the Company’s negative working capital deficit was approximately $ 4.1 0.8 If the Company is unable to generate sufficient funds to finance the working capital requirements of the Company within the normal operating cycle of a twelve-month period from the date of these financial statements are issued, the Company may have to consider supplementing its available sources of funds through the following sources: ● other available sources of financing from Singapore banks and other financial institutions or private lender; ● financial support and credit guarantee commitments from the Company’s related parties; and ● equity financing. The Company can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on the Company and would materially adversely affect its ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. |
Reverse recapitalization
Reverse recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization | |
Reverse recapitalization | Note 4 – Reverse Recapitalization Reverse recapitalization On November 17, 2022, the Company consummated the Business Combination contemplated by the SPA between 8i, EHL, Watermark, and Kwong Yeow Liew, dated April 11, 2022 and amended May 30, 2022, June 10, 2022, and September 7, 2022. As contemplated by the SPA, a business combination between 8i and EHL was effected by the purchase by 8i of all of the issued and outstanding shares of EHL from Watermark, resulting in EHL becoming a wholly owned subsidiary of 8i. Upon the consummation of the Business Combination, the following events contemplated by the SPA occurred, based on EUDA’s capitalization as of November 17, 2022: ● all 1,500,000 14,000,000 no 9.33 ● the entitlement of 4,000,000 ○ 1,000,000 15.00 ○ 1,000,000 20.00 ○ 1,000,000 20,100,000 3,600,000 ○ 1,000,000 40,100,000 10,100,000 In connection with the closing the Business Combination: ● all 8i’s no 2,591,545 6,033,455 ● all 8i’s no 292,250 ● all 8i’s no 2,156,250 ● all 8i’s rights, consisting of 8,625,000 292,250 891,725 ● 200,000 ● 60,000 300,000 The following table presents the number of the Company’s ordinary shares issued and outstanding immediately following the Reverse Recapitalization: Schedule of shares issued and outstanding reverse recapitalization Ordinary Shares 8i ordinary shares outstanding prior to Reverse Recapitalization 11,073,500 Less: redemption of 8i ordinary shares (6,033,455 ) Conversion of 8i rights 891,725 Shares issued to service providers 260,000 Conversion of EHL ordinary shares into 8i ordinary shares 14,000,000 Total shares outstanding 20,191,770 EHL was determined to be the accounting acquirer given EHL effectively controlled the combined entity after the SPAC Transaction. The transaction is not a business combination because 8i was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by EHL for the net monetary assets of 8i, accompanied by a recapitalization. EHL is determined as the accounting acquirer and the historical financial statements of EHL became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. The net assets of 8i were recognized as of the closing date at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Merger are those of EHL and EHL’s operations are the only ongoing operations of EHL. In connection with the Reverse Recapitalization, the Company raised approximately $ 1.3 87.1 0.2 60.8 6,033,455 3.0 21.9 0.3 The following table reconcile the elements of the Reverse Recapitalization to the consolidated statements of cash flows and the changes in shareholders’ equity (deficit): Schedule of financial statements of reverse recapitalization November 18, 2022 Funds held in 8i’s trust account $ 87,074,185 Funds held in 8i’s operating cash account 248,499 Less: amount paid to redeem public shares of 8i’s ordinary shares (60,839,550 ) Less: payments of transaction costs incurred by 8i (2,965,646 ) Less: payments of forward purchase agreements (21,892,527 ) Less: repayments of promissory note – related party of 8i (300,000 ) Proceeds from the Reverse Recapitalization 1,324,961 Less: unpaid deferred underwriting fee (2,113,125 ) Less: unpaid transaction costs incurred by 8i (382,600 ) Less: payment and accrued expenses of transaction costs related to the Reverse Recapitalization (1,305,580 ) Add: non-cash net assets assumed from 8i 14,387,803 Net contributions from issuance of ordinary shares upon the Reverse Recapitalization $ 11,911,459 The shares and corresponding capital amounts and all per share data related to EHL’s outstanding ordinary shares prior to the Reverse Recapitalization have been retroactively adjusted using the Exchange Ratio |
Disposition of subsidiary
Disposition of subsidiary | 12 Months Ended |
Dec. 31, 2022 | |
Disposition Of Subsidiary | |
Disposition of subsidiary | Note 5 – Disposition of Subsidiary Disposition of subsidiary Disposition of TGC On March 1, 2022, SEMA, the Company’s wholly owned subsidiary, sold 100 1.0 Presentation of Financial Statements. 30,055 |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
Accounts receivable, net | Note 6 – Accounts receivable, net Schedule of accounts receivable As of As of Accounts receivable * $ 2,048,941 $ 1,883,115 Allowance for doubtful accounts (197,438 ) (80,799 ) Total accounts receivable, net $ 1,851,503 $ 1,802,316 * As of December 31, 2022 and 2021, accounts receivable of up to approximately $ 0.6 0.8 Movements of allowance for doubtful accounts from account receivables are as follows: Schedule of movements of allowance for doubtful accounts For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Beginning balance $ 80,799 $ 37,898 Addition 116,156 43,804 Exchange rate effect 483 (903 ) Ending balance $ 197,438 $ 80,799 |
Other receivables
Other receivables | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Other receivables | Note 7 – Other receivables Schedule of other receivables As of December 31, 2022 As of December 31, 2021 Receivable from divestment (1) $ - $ 3,818,776 Employee advance 6,695 2,803 Others 772 250 Total other receivables 7,467 3,821,829 Other receivables – non-current - (1,830,603 ) Other receivables – current $ 7,467 $ 1,991,226 Movements of allowance for doubtful accounts from other receivables are as follows: Schedule of other receivables allowance for doubtful accounts For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Beginning balance $ - $ - Addition 2,209,825 - Write-off (2,209,825 ) - Ending balance $ - $ - (1) The balance of receivable from divestment represented the amount due from BPT, an unrelated third party. On January 1, 2018, the Company’s subsidiary, UGI entered into an investment agreement with BPT, to invest approximately $ 1.9 2,580,000 1,913,096 2,580,000 1,905,681 2,570,000 0.9 1,200,000 2.8 3,950,000 interest rate of 3% beginning on July 31, 2022, October 31, 2022, January 31, 2023, April 30, 2023, July 31, 2023, October 31, 2023, January 31, 2024, and April 30, 2024. 0.7 987,500 |
Property and equipment, net
Property and equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and equipment, net | Note 8 – Property and equipment, net Property and equipment, net consist of the following: Schedule of property and equipment As of December 31, 2022 As of December 31, 2021 Office equipment $ 148,387 $ 144,051 Medical equipment 2,724 15,917 Leasehold improvement 2,217 20,704 Subtotal 153,328 180,672 Less: accumulated depreciation (121,700 ) (123,745 ) Total $ 31,628 $ 56,927 Depreciation expense for the years ended December 31, 2022 and 2021 amounted to $ 23,347 34,523 |
Intangible assets, net
Intangible assets, net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, net | Note 9 – Intangible assets, net Intangible assets consisted of the following: Schedule of intangible assets As of December 31, 2022 As of December 31, 2021 Customer relationships $ 650,102 $ 646,246 Less: Accumulated amortization (477,584 ) (356,284 ) Less: Impairment ( 167,787 ) - Exchange rate effect ( 4,731 ) - Total intangible assets, net $ - $ 289,962 Amortization expense for the years ended December 31, 2022 and 2021 amounted to $ 115,907 162,825 167,787 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 10 – Goodwill The changes in the carrying amount of goodwill from Melana reporting unit and Tri-Global reporting unit are as follows: Schedule of goodwill Melana Tri-Global Total Balance as of December 31, 2020 $ 539,286 $ 473,344 $ 1,012,630 Foreign currency translation adjustment (10,621 ) (9,323 ) (19,944 ) Balance as of December 31, 2021 528,665 464,021 992,686 Balance 528,665 464,021 992,686 Foreign currency translation adjustment (11,427 ) (10,030 ) (21,457 ) Impairment (517,238 ) (453,991 ) (971,229 ) Balance as of December 31, 2022 $ - $ - $ - Balance $ - $ - $ - For the years ended December 31, 2022 and 2021, the Company record $ 971,229 nil |
Forward purchase agreements
Forward purchase agreements | 12 Months Ended |
Dec. 31, 2022 | |
Forward Purchase Agreements | |
Forward purchase agreements | Note 11 – Forward Purchase Agreements Forward purchase agreements On November 9, 2022 and November 13, 2022, 8i, EHL, and certain institutional investors, HB Strategies LLC (the “Seller 1”) and Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (“Seller 2”) entered into an agreement (the “Prepaid Forward Agreement 1” and “Prepaid Forward Agreement 2”), respectively, for an equity prepaid forward transaction (the “Prepaid Forward Transaction 1” and “Prepaid Forward Transaction 2”). Pursuant to the terms of the Prepaid Forward Agreements, Seller 1 and Seller 2 may (i) purchase through a broker in the open market, from holders of Shares other than 8i Acquisition or affiliates thereof, 8i Acquisition’s ordinary shares, no par value, (the “Shares”), or (ii) reverse Seller 1’s and Seller 2’s prior exercise of redemption rights as to Shares in connection with the Business Combination (all such purchased or reversed Shares, the “Recycled Shares 1” and “Recycled Shares 2”, respectively). While Seller 1 and Seller 2 has no obligation to purchase any Shares under the Prepaid Forward Agreement 1 and Prepaid Forward Agreement 2, the aggregate total Recycled Shares 1 and Recycled Shares 2 that may be purchased or reversed under the Prepaid Forward Agreement 1 and Prepaid Forward Agreement 2 shall be no more than 1,400,000 1,125,000 9.9 The key terms of the forward contracts are as follows: - Sellers can terminate the Transaction no later than the later of: (a) Third Local Business Day following the Optional Early Termination (“OET”); (b) the first Payment Date after the OET Date which shall specify the quantity by which the Number of Shares is to be reduced (such quantity, the “Terminated Shares”) Seller shall terminate the Transaction in respect of any Shares sold on or prior to the Maturity Date. The Counterparty is entitled to an amount from the Seller equal to the number of terminated shares multiplied by the Reset Price. -Seller 1 and Seller 2 are entitled to receive the Maturity Consideration, an amount equal to the product of: (1) Number of Recycled Shares specified in the Pricing Date Notice, less(b) the number of Terminated Shares multiplied by (2) USD 2.50 - The physical settlement by repurchase of remaining of the recycled shares in exchange for cash and if either the amount to be paid or the settlement date varies based on specified conditions, the earlier of a) first anniversary of the closing of the transactions between Counterparty and EUDA on November 18, 2022 or b) the date specified by Seller in a written notice to be delivered at Seller’s discretion (not earlier than the day such notice is effective) after the occurrence of a VWAP Trigger Event, those instruments shall be measured subsequently at the amount of cash that would be paid under the conditions specified in the contract if settlement occurred at the reporting date, recognizing the resulting change in that amount from the previous reporting date as interest cost, which we recorded as change in fair value of prepaid forward purchase liability. In accordance with ASC 480, Distinguishing Liabilities from Equity As of the closing of the Business Combination, the fair value of the prepaid forward purchase liability was $ 7,409,550 12,911,503 20,321,053 |
Loan to third party
Loan to third party | 12 Months Ended |
Dec. 31, 2022 | |
Loan To Third Party | |
Loan to third party | Note 12 – Loan to third party In November 20, 2020, the Company’s subsidiary, UGI has entered into a loan agreement with PT total Prima Indonesia (“PT”), an unrelated third party. Upon execution of the loan agreement and supplemental agreement, PT may borrow up to approximately $ 0.7 1,000,000 9.00 608,683 816,000 352,959 476,000 62,766 84,144 19,003 25,627 For the years ended December 31, 2022 and 2021, the Company has recognized nil 19,071 |
Credit facilities
Credit facilities | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Credit facilities | Note 13 – Credit facilities Short-term loans – bank and private lender Outstanding balances on short-term bank loans consist of the following: Schedule of short-term loans Bank/Private Maturities Interest Rate Collateral/ December 31, December 31, * United Overseas Bank Limited 90 days from disbursement 0.25 5.25 Collateral: Accounts receivable $ 185,592 $ 184,491 FS Capital Ptd. Ltd. Fully repaid in February, 2022 18.0 % Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder, and Kent Ridge Health Private Limited - 20,936 Funding Societies Pte. Ltd Due monthly from April 2022 to March 2023 (Extended to July 31, 2024) 30.0 % Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder 18,648 - Total $ 204,240 $ 205,427 * On August 21, 2019, KRHSG entered into a revolving line of credit agreement with United Overseas Limited pursuant to which KRHSG may borrow up to approximately $ 593,208 800,000 5.50 Short-term loan – third party Schedule of short-term loans Lender Name Maturities Interest Rate Collateral/ December 31, December 31, Koh Wee Sing Due on demand beginning in July 2022 60.0 % None $ - $ 148,302 Interest expense pertaining to the above loans for the years ended December 31, 2022 and 2021 amounted to $ 122,845 128,071 Weighted average interest rate to the above loans for the years ended December 31, 2022 and 2021 are 11.0 6.3 * On December 16, 2022, the Company has signed a loan agreement (“Agreement”) with Kent Ridge Health Pte Ltd (“KRHPL”), a related party. Pursuant to the Agreement, KRHPL agreed to fully remit the loan payment to Koh Wee Sing on behalf of the Company. As a result, such short-term loan- third party was transfer to other payable, related parties under KRHPL’s balance as of December 31, 2022. Promissory note Outstanding balances on promissory note consist of the following: Schedule of short-term loans Lender Name Maturities Interest Rate Collateral/ December 31, December 31, Kaufaman & Canoles, P. C. (“KC”) February 15, 2023 0.0 % None $ 170,000 $ - * This promissory note has a default interest of 15 100,000 60,000 Convertible notes – third parties Outstanding balances on convertible notes consist of the following: Schedule of short-term loans Lender Name Maturities Interest Rate Collateral/ December 31, December 31, Maxim Group LLC (“Maxim”) November 17, 2023 0.0 % Automatically be converted into the Company’s ordinary shares at $5.00 per share if the balance is not being repaid by the maturity date $ 2,113,125 $ - Menora Capital Pte Ltd (“Menora”) November 17, 2023 0.0 % Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date 87,500 - Loeb & Loeb LLP (“Loeb”) November 17, 2023 0.0 % (1) 60,000 of the Company ordinary share has been issued to Loeb, which is subject to be returned and cancellation if the Company repaid the full or part of the convertible note, and (2) Loeb has the right to sell the ordinary shares in public market and the earning from the sales should be offset the remaining balance of the convertible note 300,000 - Shine Link Limited (“Shine Link”) November 17, 2023 0.0 % Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date 119,000 - Total $ 2,619,625 $ - Convertible notes – related parties Lender Name Maturities Interest Rate Collateral/ December 31, December 31, 8i Holdings 2 Ptd Ltd (“8i Holding”) November 17, 2023 0.0 % Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date $ 82,600 $ - Meng Dong (James) Tan November 17, 2023 0.0 % Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date 700,000 - Total $ 782,600 $ - 1) Mr. Meng Dong (James) Tan, the Company’s related party who had more than 10 2) Mr. Meng Dong (James) Tan, the Company’s related party has more than 10 The Company determined that the embedded conversion feature from the convertible notes, related parties and third parties qualifies for the scope exception due to the embedded conversion feature indexed to the Company’s stock in accordance with ASC 815-40-15 and meet the equity requirement in accordance with ASC815-40-25. |
Other payables and accrued liab
Other payables and accrued liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Other payables and accrued liabilities | Note 14 – Other payables and accrued liabilities Schedule of other payables and accrued liabilities As of December 31, 2022 As of December 31, 2021 Accrued expenses (i) $ 671,743 $ 129,029 Accrued payroll 730,037 244,591 Accrued interests (ii) 157,032 67,448 Others 34,003 47,529 Total other payables and accrued liabilities $ 1,592,815 $ 488,597 (i) Accrued expenses The balance of accrued expenses represented amount due to third parties service providers which include marketing consulting service, IT related professional service, legal, audit and accounting fees, and other miscellaneous office related expenses. (ii) Accrued interests The balance of accrued interests represented the balance of interest payable from short-term loan – bank, private lender, and third parties (See Note 13). |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Note 17 – Income taxes British Virgin Islands KRHL and SGGL are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed. Vietnam The Company’s subsidiary operating in Vietnam is subject to the Vietnam Income Tax at a standard income tax rate of 20 Malaysia The Company’s subsidiary operating in Malaysia is governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24 Singapore The Company’s subsidiaries incorporated in Singapore and is subject to Singapore Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is 17 7,255 10,000 137,842 190,000 The United States and foreign components of loss before income taxes were comprised of the following: Schedule of components of loss before income taxes For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Singapore $ (5,400,034 ) $ 930,312 Foreign (19,531,790 ) 18,225 Total loss (income) before income taxes $ (24,931,824 ) $ 948,537 The provision for income taxes consisted of the following: Schedule of provision for income taxes For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Current $ 65,650 $ 75,821 Deferred (48,228 ) (27,680 ) Provision for income taxes $ 17,422 $ 48,141 The following table reconciles Singapore statutory rates to the Company’s effective tax rate: Schedule of effective income tax rate For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Singapore statutory income tax rate 17.0 % 17.0 % Tax rate difference outside Singapore (1) (13.3 )% 0.1 % Taxable income below exemption threshold 0 % (2.4 )% Change in valuation allowance (2.9 )% 29.8 % Others (2) (0.9 )% (39.4 )% Effective tax rate (0.1 )% 5.1 % (1) It is due to tax rate difference of the entities incorporated in Vietnam and British Virgin Islands. (2) Others mainly consisted of income such as offshore investment income, 2021 return to provision adjustment, and COVID-19 related government grant which is non-taxable under local tax laws. The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of: Schedule of deferred tax assets and liabilities December 31, 2022 December 31, 2021 Deferred Tax Assets/Liabilities Net operating loss carryforwards $ 749,309 $ 812,715 Allowance for doubtful account * 33,564 13,736 Net lease liability 823 - Less: valuation allowance (783,696 ) (826,451 ) Deferred tax assets, net $ - $ - Deferred tax liabilities: Customer relationships $ - $ 49,294 Deferred tax liabilities, net $ - $ 49,294 * The valuation allowance on all deferred tax assets decreased by $ 42,755 As of December 31, 2022 and 2021, the Company had net operating losses carry forward (including temporary taxable difference of bad debt expense) of approximately $ 4.4 4.8 0.7 0.8 As of December 31, 2022 and 2021, the Company had net operating losses carry forward of approximately $ 18,000 19,000 The net operating losses from the Vietnam subsidiary can be carried forward for five years and expiring from the year 2025 to 2027. 4,000 4,000 As of December 31, 2022, the Company had net operating losses carry forward of approximately $ 15,000 4,000 Uncertain tax positions The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2022 and 2021, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the year ended December 31, 2022 and 2021. Taxes payable consist of the following: Schedule of taxes payable December 31, 2022 December 31, 2021 GST taxes payable $ 125,695 $ 225,095 Income taxes payable 60,455 82,248 Totals $ 186,150 $ 307,343 |
Concentrations risks
Concentrations risks | 12 Months Ended |
Dec. 31, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations risks | Note 18 – Concentrations risks (a) Major customers For the years ended December 31, 2022 and 2021, no customer accounted for 10 As of December 31, 2022 and 2021, no customer accounted for 10 (b) Major vendors For the year ended December 31, 2022, no vendor accounted for 10 37.3 As of December 31, 2022, two vendors accounted for 27.9 12.1 87.2 (c) Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Singapore Deposit Insurance Corporation Limited (SDIC) insures deposits in a Deposit Insurance (DI) Scheme member bank or finance company up to approximately $ 57,000 75,000 138,710 180,746 0 41,606 250,000 641,461 0 391,461 0 The Company is also exposed to risk from accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | Note 19 – Leases As of December 31, 2022 and 2021, the Company has leased three offices, and one office, respectively, which were classified as operating leases. In addition, the Company had two office equipment leases which were classified as finance leases. The Company occupies various offices under operating lease agreements with a term shorter than twelve months which it elected not to recognize lease assets and lease liabilities under ASC 842. Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company recognized lease expense on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognized the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on an accretion basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. The ROU assets and lease liabilities are determined based on the present value of the future minimum rental payments of the lease as of the adoption date, using an effective interest rate of 5.25 As of December 31, 2022, the weighted average remaining lease terms of the Company’s operating lease and finance leases are 0.69 2.01 Operating and finance lease expenses consist of the following: Schedule of operating and finance lease expenses For the Year Ended Classification December 31, 2022 December 31, 2021 Operating lease cost Lease expenses General and administrative $ 114,390 $ 62,810 Lease expenses – short-term General and administrative 113,055 143,589 Finance lease cost Amortization of leased asset General and administrative 7,948 8,153 Interest on lease liabilities Other expense -Interest expenses 1,276 1,639 Total lease expenses $ 236,669 $ 216,191 Weighted-average remaining term and discount rate related to leases were as follows: Schedule of weighted average remaining term and discount rate As of As of December 31, 2022 December 31, 2021 Weighted-average remaining term Operating lease 0.69 1.25 Finance leases 2.01 3.00 Weighted-average discount rate Operating lease 5.25 % 5.25 % Finance leases 5.25 % 5.25 % The following table sets forth the Company’s minimum lease payments in future periods as of December 31, 2022: Schedule of future minimum lease payments Operating lease Finance lease payments payments Total Twelve months ending December 31, 2023 $ 81,522 $ 8,151 $ 89,673 Twelve months ending December 31, 2024 - 15,614 15,614 Total lease payments 81,522 23,765 105,287 Less: discount (1,563 ) (1,564 ) (3,127 ) Present value of lease liabilities $ 79,959 $ 22,201 $ 102,160 As of December 31, 2022, the Company minimum short term lease payments to be due within one year amounted to $ 25,075 |
Segment information
Segment information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment information | Note 21 – Segment information The Company presents segment information after elimination of inter-company transactions. In general, revenue, cost of revenue and operating expenses are directly attributable, or are allocated, to each segment. The Company allocates costs and expenses that are not directly attributable to a specific segment, such as those that support infrastructure across different segments, to different segments mainly on the basis of usage, revenue or headcount, depending on the nature of the relevant costs and expenses. The Company does not allocate assets to its segments as the Chief Operating Decision Maker (“CODM”) does not evaluate the performance of segments using asset information. The Company evaluates performance and determines resource allocations based on a number of factors with the primary measurements being revenues and income/loss from operations of the Company’s two reportable segments: 1) Medical Services and 2) Property Management Services. The following tables present the summary of each segment’s revenue, loss from operations, income (loss) before income taxes and net income (loss) which is considered as a segment operating performance measure, for the years ended December 31, 2022 and 2021: Schedule of segment reporting information For the Year Ended December 31, 2022 Property Medical Management Services Services Total Revenues $ 6,076,414 $ 3,764,295 $ 9,840,709 Loss from operations $ (2,463,593 ) $ (2,991,371 ) $ (5,454,964 ) Loss before income taxes $ (2,613,615 ) $ (2,800,755 ) $ (5,414,370 ) Net loss $ (2,651,826 ) $ (2,779,966 ) $ (5,431,792 ) Reconciliation of the Company’s segment net loss before income taxes to the consolidated statement of operation and comprehensive income (loss)’s net loss before income taxes for the year ended December 31, 2022 is as follows: Schedule of consolidated statement of operation and comprehensive income (loss) net loss before income taxes Segment loss before income tax $ 5,414,370 Change in fair value of prepaid forward purchase liabilities (12,911,503 ) Earnout share payment (5,199,629 ) Other corporate expenses (1,406,322 ) Consolidated net loss before income taxes $ (24,931,824 ) Medical Management For the Year Ended December 31, 2021 Property Medical Management Services Services Consolidated Revenues $ 5,986,030 $ 4,558,520 $ 10,544,550 Loss from operations $ (1,186,885 ) $ (41,342 ) $ (1,228,227 ) Income (loss) before income taxes $ (1,239,438 ) $ 2,187,975 $ 948,537 Net income (loss) $ (1,241,091 ) $ 2,141,487 $ 900,396 The accounting principles for the Company’s revenue by segment are set out in Note 3. As of December 31, 2022, the Company’s total assets were composed of $ 2,176,405 335,068 23,117,567 As of December 31, 2021, the Company’s total assets were composed of $ 1,478,872 6,412,439 As substantially all of the Company’s long-lived assets are located in Singapore and all of the Company’s revenue is derived from Singapore, no geographical information is presented. |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | |
Accounting Policies [Abstract] | |||
Basis of presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year. The information included in this Registration Statement should be read in conjunction with information included in the Company’s annual report on Form 10-K for the year ended July 31, 2022, filed with the Securities and Exchange Commission on August 29, 2022. | 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”). | Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the SEC. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an emerging growth company as defined by Section 2(a) of the JOBS Act and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payment not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | Emerging Growth Company Status The Company is an emerging growth company as defined by Section 2(a) of the JOBS Act and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but no limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosures obligations regarding executive compensation in its periodic reports and proxy statements, and exceptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payment not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Use of estimates | Use of Estimates The preparation of unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those 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. | Use of Estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash and restricted cash | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 265,852 193,546 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS | 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. | Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 193,546 |
Investments Held in Trust Account | Investments Held in Trust Account As of October 31, 2022 and July 31, 2022, the Company’s portfolio of investments held in the Trust Account was comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in dividends on marketable securities held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At October 31, 2022 and July 31, 2022, the Company had $ 86,972,255 86,472,912 722,255 222,912 | Investments Held in Trust Account As of July 31, 2022, the Company’s portfolio of investments held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. The Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities are included in gains and losses on Investments Held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information. At July 31, 2022, the Company had $ 86,472,912 222,912 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS | |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 | |
Offering Costs Associated with the IPO | Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs totaled $ 5,876,815 1,725,000 3,018,750 649,588 483,477 | Offering Costs Associated with the IPO Offering costs consist of underwriting, legal, accounting, registration and other expenses incurred through the balance sheet date that are directly related to the IPO. Offering costs totaled $ 5,876,815 1,725,000 3,018,750 649,588 483,477 | |
Ordinary Shares Subject to Possible Redemption | Ordinary Shares Subject to Possible Redemption The Company accounted for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Prior to the Business Combination. the Company’s ordinary shares featured certain redemption rights that were considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares that were subject to possible redemption are presented at redemption value (plus any interest earned and/or dividends accrued on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. | Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value (plus any interest earned and/or dividends accrued on the Trust Account) as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheets. | |
(Loss) earnings per share | Net Loss Per Ordinary Shares The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable ordinary share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable ordinary shares and the non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 78 22 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS The earnings per share presented in the statements of operations is based on the following: Schedule of earnings per share For the Three Months Ended October 31, 2022 For the Three Months Ended October 31, 2021 Net income (loss) $ 201,012 $ (45,587 ) Accretion of temporary equity to redemption value (499,343 ) - Net loss including accretion of temporary equity to redemption value $ (298,331 ) $ (45,587 ) Redeemable Non-redeemable For the Three Months Ended October 31, 2022 Redeemable Non-redeemable Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net loss including accretion of temporary equity $ (232,366 ) $ (65,965 ) Accretion of temporary equity to redemption value 499,343 - Allocation of net income (loss) $ 266,977 $ (65,965 ) Denominator: Weighted average shares outstanding 8,625,000 2,448,500 Basic and diluted net income (loss) per ordinary share $ 0.03 $ (0.03 ) Redeemable Non-redeemable For the Three Months Ended October 31, 2021 Redeemable Non-redeemable Basic and diluted net loss per ordinary share: Numerator: Net loss $ - $ (45,587 ) Denominator: Weighted average shares outstanding - 1,875,000 (1) Basic and diluted net loss per ordinary share $ - $ (0.02 ) (1) This number excludes an aggregate of up to 281,250 | (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 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 | Net Loss Per Ordinary Shares The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable ordinary share and income (loss) per non-redeemable share following the two-class method of income (loss) per share. In order to determine the net income (loss) attributable to both the redeemable ordinary shares and the non-redeemable shares, the Company first considered the total income (loss) allocable to both sets of shares. This is calculated using the total net income (loss) less any dividends paid. For purposes of calculating net income (loss) per share, any remeasurement of the accretion to redemption value of the ordinary shares subject to possible redemption was considered to be dividends paid to the public shareholders. Subsequent to calculating the total income (loss) allocable to both sets of shares, the Company split the amount to be allocated using a ratio of 71 29 The earnings per share presented in the statements of operations is based on the following: Schedule of earnings per share For the Year Ended July 31, 2022 Net loss $ (1,762,838 ) Accretion of temporary equity to redemption value (14,695,090 ) Net loss including accretion of temporary equity to redemption value $ (16,457,928 ) 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS Redeemable Non-redeemable For the Year Ended July 31, 2022 Redeemable Non-redeemable Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net loss including accretion of temporary equity $ (11,752,725 ) $ (4,705,203 ) Accretion of temporary equity to redemption value 14,695,090 - Allocation of net income (loss) $ 2,942,365 $ (4,705,203 ) Denominator: Weighted average shares outstanding 5,883,904 2,355,621 Basic and diluted net income (loss) per ordinary share $ 0.50 $ (2.00 ) Redeemable Non-redeemable For the Period from January 21, 2021 (inception) through July 31, 2021 Redeemable Non-redeemable Basic and diluted net loss per ordinary share: Numerator: Net loss $ - $ (8,377 ) Denominator: Weighted average shares outstanding - 1,875,000 (1) Basic and diluted net loss per ordinary share $ - $ (0.00 ) (1) This number excludes an aggregate of up to 281,250 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. 8i ACQUISITION 2 CORP. NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 825, “Financial Instruments” approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS | |
Income taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified the British Virgin Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s unaudited condensed financial statements. Since the Company was incorporated on January 21, 2021, the evaluation was performed for the period from January 21, 2021 (inception) to July 31, 2021 and for the year ended July 31, 2022, which will be the only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. No interest or penalties were incurred for the three months ended October 31, 2022 and 2021. | 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. | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statements recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified the British Virgin Islands as its only “major” tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on January 21, 2021, the evaluation was performed for the period from January 21, 2021 (inception) to July 31, 2021 and for the year ended July 31, 2022 which will be the only periods subject to examination. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. No interest or penalties were incurred for the year ended July 31, 2022 and for the period from January 21, 2021 (inception) to July 31, 2021. |
Recently adopted accounting pronouncements | Recent Accounting Pronouncements 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective on August 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on August 1, 2021. The Company determined not to early adopt. Management does not believe that this and any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s unaudited condensed financial statements. | 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. | Recent Accounting Pronouncements 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) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective on August 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on August 1, 2021. The Company determined not to early adopt. Management does not believe that this and any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have an effect on the Company’s financial statements. |
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. | ||
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. | ||
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. | ||
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. | ||
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. |
Nature of business and organi_2
Nature of business and organization (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Jul. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of consolidated financial statement | The accompanying consolidated financial statements reflect the activities of EUDA and each of the following entities: Schedule of consolidated financial statement Name Background Ownership EUDA Health Limited (“EHL”) ● A British Virgin Islands company Incorporated on June 8, 2021 100 Kent Ridge Healthcare Singapore Pte. Ltd. (“KRHSG”) ● A Singapore company November 9, 2017 100 EUDA Private Limited (“EUDA PL”) ● A Singapore company April 13, 2018 100 Zukitek Vietnam Private Limited Liability Company (“ZKTV PL”) ● A Vietnam company May 2, 2019 100 Singapore Emergency Medical Assistance Private Limited (“SEMA”) ● A Singapore company March 18, 2019 100 The Good Clinic Private Limited (“TGC”) ● A Singapore company April 8, 2020 100 EUDA Doctor Private Limited ● A Singapore company December 1, 2021 100 ● Operation has not been commenced Kent Ridge Hill Private Limited ● A Singapore company December 1, 2021 100 ● Operation has not been commenced Kent Ridge Health Limited ● A British Virgin Islands company June 8, 2021 100 Zukitech Private Limited (“Zukitech”) ● A Singapore company June 13, 2019 100 Super Gateway Group Limited ● A British Virgin Islands company April 18, 2008 100 Universal Gateway International Pte. Ltd. (“UGI”) ● A Singapore company September 30, 2000 5,000,000 98.3 Melana International Pte. Ltd ● A Singapore company September 9, 2000 100 Tri-Global Security Pte. Ltd. ● A Singapore company August 10, 2000 100 UG Digitech Private Limited (“UGD”) ● A Singapore company August 16, 2001 100 Nosweat Fitness Company Private Limited (“NFC”) ● A Singapore company July 6, 2021 100 ● Operation has not been commenced True Cover Private Limited (“TCPL”) ● A Singapore company December 1, 2021 100 ● Operation has not been commenced KR Digital Pte. Ltd. (“KR Digital”) ● A Singapore company December 29, 2021 100 ● Operation has not been commenced Zukihealth Sdn. Bhd. (“Zukihealth”) ● A Malaysian company February 15, 2018 100 ● Operation has not been commenced (1) On March 1, 2022, SEMA, the Company’s wholly owned subsidiary, sold 100 1.0 (2) On April 19, 2022, the Company acquired 100 1 100 1 | Schedule of consolidated financial statement |
Summary of significant accoun_3
Summary of significant accounting policies (Tables) | 3 Months Ended | 12 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | |
Accounting Policies [Abstract] | |||
Schedule of earnings per share | The earnings per share presented in the statements of operations is based on the following: Schedule of earnings per share For the Three Months Ended October 31, 2022 For the Three Months Ended October 31, 2021 Net income (loss) $ 201,012 $ (45,587 ) Accretion of temporary equity to redemption value (499,343 ) - Net loss including accretion of temporary equity to redemption value $ (298,331 ) $ (45,587 ) Redeemable Non-redeemable For the Three Months Ended October 31, 2022 Redeemable Non-redeemable Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net loss including accretion of temporary equity $ (232,366 ) $ (65,965 ) Accretion of temporary equity to redemption value 499,343 - Allocation of net income (loss) $ 266,977 $ (65,965 ) Denominator: Weighted average shares outstanding 8,625,000 2,448,500 Basic and diluted net income (loss) per ordinary share $ 0.03 $ (0.03 ) Redeemable Non-redeemable For the Three Months Ended October 31, 2021 Redeemable Non-redeemable Basic and diluted net loss per ordinary share: Numerator: Net loss $ - $ (45,587 ) Denominator: Weighted average shares outstanding - 1,875,000 (1) Basic and diluted net loss per ordinary share $ - $ (0.02 ) | The Company calculates basic and diluted (loss)/earnings per share as follows: Schedule of 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 | The earnings per share presented in the statements of operations is based on the following: Schedule of earnings per share For the Year Ended July 31, 2022 Net loss $ (1,762,838 ) Accretion of temporary equity to redemption value (14,695,090 ) Net loss including accretion of temporary equity to redemption value $ (16,457,928 ) 8i ACQUISITION 2 CORP. NOTES TO FINANCIAL STATEMENTS Redeemable Non-redeemable For the Year Ended July 31, 2022 Redeemable Non-redeemable Basic and diluted net income (loss) per ordinary share: Numerator: Allocation of net loss including accretion of temporary equity $ (11,752,725 ) $ (4,705,203 ) Accretion of temporary equity to redemption value 14,695,090 - Allocation of net income (loss) $ 2,942,365 $ (4,705,203 ) Denominator: Weighted average shares outstanding 5,883,904 2,355,621 Basic and diluted net income (loss) per ordinary share $ 0.50 $ (2.00 ) Redeemable Non-redeemable For the Period from January 21, 2021 (inception) through July 31, 2021 Redeemable Non-redeemable Basic and diluted net loss per ordinary share: Numerator: Net loss $ - $ (8,377 ) Denominator: Weighted average shares outstanding - 1,875,000 (1) Basic and diluted net loss per ordinary share $ - $ (0.00 ) |
Schedule of foreign currency exchange rates | 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. | ||
Schedule of property and equipment useful lives | 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 | ||
Schedule of intangible assets net | Schedule of intangible assets net Categories Useful life Customer relationships 6 | ||
Schedule of revenue | 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 | ||
Schedule of cost of revenue | 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 | ||
Schedule of fair value hierarchy of financial liability | 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 | ||
Schedule of reconciliation of financial liability measured at fair value on a recurring basis | 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 |
Initial public offering (Tables
Initial public offering (Tables) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Initial Public Offering | ||
Schedule of ordinary shares subject to possible redemption | As of October 31, 2022 and July 31, 2022, the ordinary shares subject to redemption reflected on the balance sheets are reconciled in the following table: Schedule of ordinary shares subject to possible redemption As of As of October 31, 2022 July 31, 2022 Gross proceeds $ 86,250,000 $ 86,250,000 Less: Proceeds allocated to public warrants and public rights (9,979,125 ) (9,979,125 ) Redeemable ordinary shares issuance costs allocated to public warrants and public rights (5,196,868 ) (5,196,868 ) Plus: Accretion of carrying value to redemption value (Deemed dividend) 15,194,433 14,695,090 Ordinary shares subject to possible redemption $ 86,268,440 $ 85,769,097 | As of July 31, 2022, the ordinary shares subject to redemption reflected on the balance sheets are reconciled in the following table: Schedule of ordinary shares subject to possible redemption Gross proceeds from public issuance $ 86,250,000 Less: Proceeds allocated to public warrants and public rights (9,979,125 ) Redeemable ordinary shares issuance costs (5,196,868 ) Plus: Accretion of carrying value to redemption value (Deemed dividend) 14,695,090 Ordinary shares subject to possible redemption $ 85,769,097 |
Related party balances and tr_2
Related party balances and transactions (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Jul. 31, 2022 | |
Related Party Transactions [Abstract] | ||
Schedule of related party balances | Schedule of related party balances Other receivables – related parties Name of Related Party Relationship Nature As of As of KR Hill Capital Pte Ltd Shareholders of this entity also are the shareholders of the Company Related party advance, due on demand $ 239 $ 237 Kent Ridge Medical Ptd Ltd Shareholders of this entity also are the shareholders of the Company Related party advance, due on demand 247 245 UG Digital Sdn Bhd UGD, subsidiary of the Company owned 40% of this company Related party advance, due on demand - 284,673 Janic Limited Shareholder of the Company Related party advance, due on demand 724 720 Zukihealth SDN Kelvin Chen, Chief Executive Office (“CEO”) and shareholder of the Company, is the shareholder of this entity Related party advance due on demand - 3,173 Jennifer Goh President, operation manager, and shareholder of the Company Employee advance - 8,527 Fresco Investment Pte Ltd Fan Know Hin, an immediate family member of a shareholder of the Company, is the shareholder of this entity Advance due on demand - 46 Cadence Health Pte Ltd * Shareholders of this entity also are the shareholders of the Company 266,653 - Total $ 267,863 $ 297,621 Other receivables - related parties $ 267,863 $ 297,621 * As of date of the issuance of these financial statements Convertible notes – related parties Please see Note 13 for details. Account payable – related parties Name of Related Party Relationship Nature As of December 31, As of December 31, Cadence Health Pte Ltd Shareholders of this entity also are the shareholders of the Company Medical service fee performed for the employee patients of the Company’s corporate customers $ - $ 2,459,411 Account payable, related parties Shareholders of this entity also are the shareholders of the Company Medical service fee performed for the employee patients of the Company’s corporate customers $ - $ 2,459,411 Other payables – related parties Name of Related Party Relationship Nature As of December 31, As of December 31, Chee Yin Meh Shareholder of Scotgold Holding Ltd which is the shareholder of the Company Operating expense paid on behalf of the Company $ 122,739 $ 34,512 Jamie Fan Wei Zhi An immediate family member of a shareholder of the Company Operating expense paid on behalf of the Company, and Guarantor fee - 40,783 Kelvin Chen CEO and shareholder of the Company Operating expense paid on behalf of the Company 589,681 295,776 Kent Ridge Health Pte Ltd Shareholders of this entity also are the shareholders of the Company Operating expense paid on behalf of the Company 696,508 121,129 Kent Ridge Pacific Pte Ltd Shareholders of this entity also are the shareholders of the Company Operating expense paid on behalf of the Company 20,303 33,483 Watermark Developments Ltd Shareholder of the Company Operating expense paid on behalf of the Company 55,945 - Wilke Services Ltd (“Wilke”) (1) Shareholder of the Company Investment payable - 2,746,628 Mount Locke Limited Shareholder of the Company Operating expense paid on behalf of the Company 3,753 - UG Digital Sdn Bhd UGD, subsidiary of the Company owned 40% of this company Operating expense paid on behalf of the Company 33,016 - Total $ 1,521,945 $ 3,272,311 Other payables – related parties $ 1,521,945 $ 3,272,311 (1) Upon the closing of the Business Combination, such balance was forgiven by its related party (see Note 16). | Schedule of Related Party Balances |
Schedule of related party transactions | Related party transactions Schedule of related party transactions Revenue from related parties Name of Related Party Relationship Nature For the Year Ended December 31, For the Year Ended December 31, Cadence Health Pte Ltd Shareholders of this entity also are the shareholders of the Company Sales of swab test, and other medical related product 135 4,640 Revenue from related parties $ 135 $ 4,640 Purchase from related parties Name of Related Party Relationship Nature For the Year Ended December 31, For the Year Ended December 31, Cadence Health Pte Ltd Shareholders of this entity also are the shareholders of the Company Medical service fee provided for the third party medical service revenue $ 491,499 $ 2,349,702 Purchase from related parties Shareholders of this entity also are the shareholders of the Company Medical service fee provided for the third party medical service revenue $ 491,499 $ 2,349,702 Rental expenses Name of Related Party Relationship Nature For the Year Ended December 31, For the Year Ended December 31, Kent Ridge Pacific Pte Ltd Shareholders of this entity also are the shareholders of the Company Office rental $ 47,954 $ 143,589 Rental Expenses Shareholders of this entity also are the shareholders of the Company Office rental $ 47,954 $ 143,589 | Schedule of related party transactions |
Shareholders_ equity (Tables)
Shareholders’ equity (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Jul. 31, 2022 | |
Equity [Abstract] | ||
Schedule of shares issued and outstanding reverse recapitalization | The following table presents the number of the Company’s ordinary shares issued and outstanding immediately following the Reverse Recapitalization: Schedule of shares issued and outstanding reverse recapitalization Ordinary Shares 8i ordinary shares outstanding prior to Reverse Recapitalization 11,073,500 Less: redemption of 8i ordinary shares (6,033,455 ) Conversion of 8i rights 891,725 Shares issued to service providers 260,000 Conversion of EHL ordinary shares into 8i ordinary shares 14,000,000 Total shares outstanding 20,191,770 | Schedule of shares issued and outstanding reverse recapitalization |
Schedule of warrant activities | The summary of warrants activity is as follows: Schedule of warrant activities Warrants Ordinary Shares Issuable Weighted Average December 31, 2021 - - $ - - Granted 8,917,250 4,458,625 $ 11.50 5.00 Forfeited - - $ - - Exercised - - $ - - December 31, 2022 8,917,250 4,458,625 $ 11.50 4.88 | Schedule of warrant activities |
Schedule of earnout shares for triggering event | The fair value of the Earnout Shares for Triggering Event 1 and 2 was estimated using the following assumptions: Schedule of earnout shares for triggering event Closing date November 17, 2022 Share price of the Company as of closing date $ 5.21 Average daily return rate 0.02 % Daily volatility for Triggering Event 1 4.74 % Daily volatility for Triggering Event 2 4.30 % Risk-free rate for Triggering Event 1 4.75 % Risk-free rate for Triggering Event 2 4.49 % Grant Price for Trigging Event 1 $ 15.0 Grant Price for Trigging Event 2 $ 20.0 | Schedule of earnout shares for triggering event |
Schedule of reverse recapitalization | The following table presents the number of the Company’s ordinary shares issued upon the Reverse Recapitalization: Schedule of reverse recapitalization Ordinary Shares 8i ordinary shares outstanding prior to Reverse Recapitalization 11,073,500 Less: redemption of 8i ordinary shares (6,033,455 ) Conversion of 8i rights 891,725 Shares issued to service providers 260,000 Total shares issued upon the Reverse Recapitalization 6,191,770 |
Recurring fair value measurem_2
Recurring fair value measurements (Tables) | 3 Months Ended | 12 Months Ended |
Oct. 31, 2022 | Jul. 31, 2022 | |
Fair Value Disclosures [Abstract] | ||
Schedule of fair value assets | Schedule of fair value assets Quoted Significant Significant Prices Other Other Value in Active Observable Unobservable Carrying Markets Inputs Inputs As of October 31, 2022 Value (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – Money Market Fund $ 86,972,255 $ 86,972,255 $ - $ - $ 86,972,255 $ 86,972,255 $ - $ - Quoted Significant Significant Prices Other Other Value in Active Observable Unobservable Carrying Markets Inputs Inputs As of July 31, 2022 Value (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – Money Market Fund $ 86,472,912 $ 86,472,912 $ - $ - $ 86,472,912 $ 86,472,912 $ - $ - | Schedule of fair value assets Quoted Significant Significant Prices Other Other Value in Active Observable Unobservable Carrying Markets Inputs Inputs Value (Level 1) (Level 2) (Level 3) Assets: Investments held in Trust Account – Money Market Fund $ 86,472,912 $ 86,472,912 $ - $ - $ 86,472,912 $ 86,472,912 $ - $ - |
Reverse recapitalization (Table
Reverse recapitalization (Tables) | 12 Months Ended | |
Dec. 31, 2022 | Jul. 31, 2022 | |
Reverse Recapitalization | ||
Schedule of shares issued and outstanding reverse recapitalization | The following table presents the number of the Company’s ordinary shares issued and outstanding immediately following the Reverse Recapitalization: Schedule of shares issued and outstanding reverse recapitalization Ordinary Shares 8i ordinary shares outstanding prior to Reverse Recapitalization 11,073,500 Less: redemption of 8i ordinary shares (6,033,455 ) Conversion of 8i rights 891,725 Shares issued to service providers 260,000 Conversion of EHL ordinary shares into 8i ordinary shares 14,000,000 Total shares outstanding 20,191,770 | Schedule of shares issued and outstanding reverse recapitalization |
Schedule of financial statements of reverse recapitalization | The following table reconcile the elements of the Reverse Recapitalization to the consolidated statements of cash flows and the changes in shareholders’ equity (deficit): Schedule of financial statements of reverse recapitalization November 18, 2022 Funds held in 8i’s trust account $ 87,074,185 Funds held in 8i’s operating cash account 248,499 Less: amount paid to redeem public shares of 8i’s ordinary shares (60,839,550 ) Less: payments of transaction costs incurred by 8i (2,965,646 ) Less: payments of forward purchase agreements (21,892,527 ) Less: repayments of promissory note – related party of 8i (300,000 ) Proceeds from the Reverse Recapitalization 1,324,961 Less: unpaid deferred underwriting fee (2,113,125 ) Less: unpaid transaction costs incurred by 8i (382,600 ) Less: payment and accrued expenses of transaction costs related to the Reverse Recapitalization (1,305,580 ) Add: non-cash net assets assumed from 8i 14,387,803 Net contributions from issuance of ordinary shares upon the Reverse Recapitalization $ 11,911,459 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Credit Loss [Abstract] | |
Schedule of accounts receivable | Schedule of accounts receivable As of As of Accounts receivable * $ 2,048,941 $ 1,883,115 Allowance for doubtful accounts (197,438 ) (80,799 ) Total accounts receivable, net $ 1,851,503 $ 1,802,316 * As of December 31, 2022 and 2021, accounts receivable of up to approximately $ 0.6 0.8 |
Schedule of movements of allowance for doubtful accounts | Movements of allowance for doubtful accounts from account receivables are as follows: Schedule of movements of allowance for doubtful accounts For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Beginning balance $ 80,799 $ 37,898 Addition 116,156 43,804 Exchange rate effect 483 (903 ) Ending balance $ 197,438 $ 80,799 |
Other receivables (Tables)
Other receivables (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Receivables [Abstract] | |
Schedule of other receivables | Schedule of other receivables As of December 31, 2022 As of December 31, 2021 Receivable from divestment (1) $ - $ 3,818,776 Employee advance 6,695 2,803 Others 772 250 Total other receivables 7,467 3,821,829 Other receivables – non-current - (1,830,603 ) Other receivables – current $ 7,467 $ 1,991,226 (1) The balance of receivable from divestment represented the amount due from BPT, an unrelated third party. On January 1, 2018, the Company’s subsidiary, UGI entered into an investment agreement with BPT, to invest approximately $ 1.9 2,580,000 1,913,096 2,580,000 1,905,681 2,570,000 0.9 1,200,000 2.8 3,950,000 interest rate of 3% beginning on July 31, 2022, October 31, 2022, January 31, 2023, April 30, 2023, July 31, 2023, October 31, 2023, January 31, 2024, and April 30, 2024. 0.7 987,500 |
Schedule of other receivables allowance for doubtful accounts | Movements of allowance for doubtful accounts from other receivables are as follows: Schedule of other receivables allowance for doubtful accounts For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Beginning balance $ - $ - Addition 2,209,825 - Write-off (2,209,825 ) - Ending balance $ - $ - |
Property and equipment, net (Ta
Property and equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment, net consist of the following: Schedule of property and equipment As of December 31, 2022 As of December 31, 2021 Office equipment $ 148,387 $ 144,051 Medical equipment 2,724 15,917 Leasehold improvement 2,217 20,704 Subtotal 153,328 180,672 Less: accumulated depreciation (121,700 ) (123,745 ) Total $ 31,628 $ 56,927 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | Intangible assets consisted of the following: Schedule of intangible assets As of December 31, 2022 As of December 31, 2021 Customer relationships $ 650,102 $ 646,246 Less: Accumulated amortization (477,584 ) (356,284 ) Less: Impairment ( 167,787 ) - Exchange rate effect ( 4,731 ) - Total intangible assets, net $ - $ 289,962 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of goodwill | The changes in the carrying amount of goodwill from Melana reporting unit and Tri-Global reporting unit are as follows: Schedule of goodwill Melana Tri-Global Total Balance as of December 31, 2020 $ 539,286 $ 473,344 $ 1,012,630 Foreign currency translation adjustment (10,621 ) (9,323 ) (19,944 ) Balance as of December 31, 2021 528,665 464,021 992,686 Balance 528,665 464,021 992,686 Foreign currency translation adjustment (11,427 ) (10,030 ) (21,457 ) Impairment (517,238 ) (453,991 ) (971,229 ) Balance as of December 31, 2022 $ - $ - $ - Balance $ - $ - $ - |
Credit facilities (Tables)
Credit facilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Bank and Private Lender [Member] | |
Short-Term Debt [Line Items] | |
Schedule of short-term loans | Short-term loans – bank and private lender Outstanding balances on short-term bank loans consist of the following: Schedule of short-term loans Bank/Private Maturities Interest Rate Collateral/ December 31, December 31, * United Overseas Bank Limited 90 days from disbursement 0.25 5.25 Collateral: Accounts receivable $ 185,592 $ 184,491 FS Capital Ptd. Ltd. Fully repaid in February, 2022 18.0 % Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder, and Kent Ridge Health Private Limited - 20,936 Funding Societies Pte. Ltd Due monthly from April 2022 to March 2023 (Extended to July 31, 2024) 30.0 % Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder 18,648 - Total $ 204,240 $ 205,427 * On August 21, 2019, KRHSG entered into a revolving line of credit agreement with United Overseas Limited pursuant to which KRHSG may borrow up to approximately $ 593,208 800,000 5.50 |
Third Parties [Member] | |
Short-Term Debt [Line Items] | |
Schedule of short-term loans | Short-term loan – third party Schedule of short-term loans Lender Name Maturities Interest Rate Collateral/ December 31, December 31, Koh Wee Sing Due on demand beginning in July 2022 60.0 % None $ - $ 148,302 |
Promissory Note [Member] | |
Short-Term Debt [Line Items] | |
Schedule of short-term loans | Promissory note Outstanding balances on promissory note consist of the following: Schedule of short-term loans Lender Name Maturities Interest Rate Collateral/ December 31, December 31, Kaufaman & Canoles, P. C. (“KC”) February 15, 2023 0.0 % None $ 170,000 $ - * This promissory note has a default interest of 15 100,000 60,000 |
Convertible Notes Third Parties [Member] | |
Short-Term Debt [Line Items] | |
Schedule of short-term loans | Convertible notes – third parties Outstanding balances on convertible notes consist of the following: Schedule of short-term loans Lender Name Maturities Interest Rate Collateral/ December 31, December 31, Maxim Group LLC (“Maxim”) November 17, 2023 0.0 % Automatically be converted into the Company’s ordinary shares at $5.00 per share if the balance is not being repaid by the maturity date $ 2,113,125 $ - Menora Capital Pte Ltd (“Menora”) November 17, 2023 0.0 % Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date 87,500 - Loeb & Loeb LLP (“Loeb”) November 17, 2023 0.0 % (1) 60,000 of the Company ordinary share has been issued to Loeb, which is subject to be returned and cancellation if the Company repaid the full or part of the convertible note, and (2) Loeb has the right to sell the ordinary shares in public market and the earning from the sales should be offset the remaining balance of the convertible note 300,000 - Shine Link Limited (“Shine Link”) November 17, 2023 0.0 % Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date 119,000 - Total $ 2,619,625 $ - Convertible notes – related parties Lender Name Maturities Interest Rate Collateral/ December 31, December 31, 8i Holdings 2 Ptd Ltd (“8i Holding”) November 17, 2023 0.0 % Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date $ 82,600 $ - Meng Dong (James) Tan November 17, 2023 0.0 % Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date 700,000 - Total $ 782,600 $ - 1) Mr. Meng Dong (James) Tan, the Company’s related party who had more than 10 2) Mr. Meng Dong (James) Tan, the Company’s related party has more than 10 |
Other payables and accrued li_2
Other payables and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of other payables and accrued liabilities | Schedule of other payables and accrued liabilities As of December 31, 2022 As of December 31, 2021 Accrued expenses (i) $ 671,743 $ 129,029 Accrued payroll 730,037 244,591 Accrued interests (ii) 157,032 67,448 Others 34,003 47,529 Total other payables and accrued liabilities $ 1,592,815 $ 488,597 (i) Accrued expenses The balance of accrued expenses represented amount due to third parties service providers which include marketing consulting service, IT related professional service, legal, audit and accounting fees, and other miscellaneous office related expenses. (ii) Accrued interests The balance of accrued interests represented the balance of interest payable from short-term loan – bank, private lender, and third parties (See Note 13). |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of loss before income taxes | The United States and foreign components of loss before income taxes were comprised of the following: Schedule of components of loss before income taxes For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Singapore $ (5,400,034 ) $ 930,312 Foreign (19,531,790 ) 18,225 Total loss (income) before income taxes $ (24,931,824 ) $ 948,537 |
Schedule of provision for income taxes | The provision for income taxes consisted of the following: Schedule of provision for income taxes For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Current $ 65,650 $ 75,821 Deferred (48,228 ) (27,680 ) Provision for income taxes $ 17,422 $ 48,141 |
Schedule of effective income tax rate | The following table reconciles Singapore statutory rates to the Company’s effective tax rate: Schedule of effective income tax rate For the Year Ended December 31, 2022 For the Year Ended December 31, 2021 Singapore statutory income tax rate 17.0 % 17.0 % Tax rate difference outside Singapore (1) (13.3 )% 0.1 % Taxable income below exemption threshold 0 % (2.4 )% Change in valuation allowance (2.9 )% 29.8 % Others (2) (0.9 )% (39.4 )% Effective tax rate (0.1 )% 5.1 % (1) It is due to tax rate difference of the entities incorporated in Vietnam and British Virgin Islands. (2) Others mainly consisted of income such as offshore investment income, 2021 return to provision adjustment, and COVID-19 related government grant which is non-taxable under local tax laws. |
Schedule of deferred tax assets and liabilities | The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of: Schedule of deferred tax assets and liabilities December 31, 2022 December 31, 2021 Deferred Tax Assets/Liabilities Net operating loss carryforwards $ 749,309 $ 812,715 Allowance for doubtful account * 33,564 13,736 Net lease liability 823 - Less: valuation allowance (783,696 ) (826,451 ) Deferred tax assets, net $ - $ - Deferred tax liabilities: Customer relationships $ - $ 49,294 Deferred tax liabilities, net $ - $ 49,294 * The valuation allowance on all deferred tax assets decreased by $ 42,755 |
Schedule of taxes payable | Taxes payable consist of the following: Schedule of taxes payable December 31, 2022 December 31, 2021 GST taxes payable $ 125,695 $ 225,095 Income taxes payable 60,455 82,248 Totals $ 186,150 $ 307,343 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of operating and finance lease expenses | Operating and finance lease expenses consist of the following: Schedule of operating and finance lease expenses For the Year Ended Classification December 31, 2022 December 31, 2021 Operating lease cost Lease expenses General and administrative $ 114,390 $ 62,810 Lease expenses – short-term General and administrative 113,055 143,589 Finance lease cost Amortization of leased asset General and administrative 7,948 8,153 Interest on lease liabilities Other expense -Interest expenses 1,276 1,639 Total lease expenses $ 236,669 $ 216,191 |
Schedule of weighted average remaining term and discount rate | Weighted-average remaining term and discount rate related to leases were as follows: Schedule of weighted average remaining term and discount rate As of As of December 31, 2022 December 31, 2021 Weighted-average remaining term Operating lease 0.69 1.25 Finance leases 2.01 3.00 Weighted-average discount rate Operating lease 5.25 % 5.25 % Finance leases 5.25 % 5.25 % |
Schedule of future minimum lease payments | The following table sets forth the Company’s minimum lease payments in future periods as of December 31, 2022: Schedule of future minimum lease payments Operating lease Finance lease payments payments Total Twelve months ending December 31, 2023 $ 81,522 $ 8,151 $ 89,673 Twelve months ending December 31, 2024 - 15,614 15,614 Total lease payments 81,522 23,765 105,287 Less: discount (1,563 ) (1,564 ) (3,127 ) Present value of lease liabilities $ 79,959 $ 22,201 $ 102,160 |
Segment information (Tables)
Segment information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of segment reporting information | The following tables present the summary of each segment’s revenue, loss from operations, income (loss) before income taxes and net income (loss) which is considered as a segment operating performance measure, for the years ended December 31, 2022 and 2021: Schedule of segment reporting information For the Year Ended December 31, 2022 Property Medical Management Services Services Total Revenues $ 6,076,414 $ 3,764,295 $ 9,840,709 Loss from operations $ (2,463,593 ) $ (2,991,371 ) $ (5,454,964 ) Loss before income taxes $ (2,613,615 ) $ (2,800,755 ) $ (5,414,370 ) Net loss $ (2,651,826 ) $ (2,779,966 ) $ (5,431,792 ) Medical Management For the Year Ended December 31, 2021 Property Medical Management Services Services Consolidated Revenues $ 5,986,030 $ 4,558,520 $ 10,544,550 Loss from operations $ (1,186,885 ) $ (41,342 ) $ (1,228,227 ) Income (loss) before income taxes $ (1,239,438 ) $ 2,187,975 $ 948,537 Net income (loss) $ (1,241,091 ) $ 2,141,487 $ 900,396 |
Schedule of consolidated statement of operation and comprehensive income (loss) net loss before income taxes | Reconciliation of the Company’s segment net loss before income taxes to the consolidated statement of operation and comprehensive income (loss)’s net loss before income taxes for the year ended December 31, 2022 is as follows: Schedule of consolidated statement of operation and comprehensive income (loss) net loss before income taxes Segment loss before income tax $ 5,414,370 Change in fair value of prepaid forward purchase liabilities (12,911,503 ) Earnout share payment (5,199,629 ) Other corporate expenses (1,406,322 ) Consolidated net loss before income taxes $ (24,931,824 ) |
Nature of business and organi_3
Nature of business and organization (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||||
Nov. 17, 2022 shares | Jul. 25, 2022 USD ($) shares | Mar. 01, 2022 SGD ($) | Nov. 24, 2021 USD ($) $ / shares shares | Oct. 25, 2021 USD ($) shares | Aug. 01, 2021 SGD ($) | Jul. 31, 2021 USD ($) shares | Jul. 24, 2021 SGD ($) | Jun. 14, 2021 shares | Apr. 12, 2021 USD ($) shares | Feb. 05, 2021 USD ($) $ / shares shares | Jan. 22, 2021 USD ($) $ / shares shares | Jan. 22, 2021 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) shares | Jul. 31, 2021 USD ($) shares | Dec. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2022 USD ($) shares | Sep. 30, 2022 USD ($) | Apr. 30, 2022 | Dec. 31, 2021 shares | Aug. 03, 2021 | |
Stock sold on transaction | $ 100 | ||||||||||||||||||||
Cash | $ 265,852 | $ 193,546 | $ 300,000 | ||||||||||||||||||
Working capital | 218,797 | 218,797 | $ 4,100,000 | 1,408,615 | |||||||||||||||||
Share price | $ / shares | $ 16.50 | ||||||||||||||||||||
Transaction cost | 5,876,815 | ||||||||||||||||||||
Cash payments of underwriting commissions | 1,725,000 | ||||||||||||||||||||
Deferred underwriting commissions | 3,018,750 | $ 247,920 | $ 247,920 | ||||||||||||||||||
Other offering costs | 649,588 | ||||||||||||||||||||
Purchase option fair value | 483,477 | ||||||||||||||||||||
Subscription of ordinary shares | 25,000 | ||||||||||||||||||||
Proceeds from sale of equity | 87,114,830 | ||||||||||||||||||||
Number of shares issued | shares | 6,191,770 | 4,626,667 | 1,437,500 | ||||||||||||||||||
Number of shares issued for the period | $ 500,000 | $ 25,000 | $ 500,000 | $ 86,250,000 | |||||||||||||||||
Ordinary shares, outstanding | shares | 1,500,000 | 2,156,250 | 2,448,500 | 2,156,250 | 20,191,770 | 2,448,500 | 9,333,333 | ||||||||||||||
Working deficit | $ 1,706,946 | $ 1,408,615 | |||||||||||||||||||
Proceeds from IPO | 87,114,830 | $ 86,250,000 | 86,250,000 | ||||||||||||||||||
Founder Shares [Member] | |||||||||||||||||||||
Number of shares issued | shares | 15,000 | ||||||||||||||||||||
Underwriters [Member] | |||||||||||||||||||||
Deferred underwriting commissions | 3,018,750 | ||||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||
Number of shares issued | shares | 718,750 | ||||||||||||||||||||
Number of shares issued for the period | $ 12,500 | ||||||||||||||||||||
Ordinary shares, outstanding | shares | 2,156,250 | ||||||||||||||||||||
Sponsor [Member] | Founder Shares [Member] | |||||||||||||||||||||
Number of shares issued | shares | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | |||||||||||||||||
Number of shares issued for the period | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||||
Share price | $ / shares | $ 0.017 | $ 0.017 | $ 0.017 | ||||||||||||||||||
Director [Member] | Founder Shares [Member] | |||||||||||||||||||||
Number of shares issued | shares | 15,000 | ||||||||||||||||||||
Other Investee [Member] | |||||||||||||||||||||
Ownership percentage | 33.30% | 33.30% | |||||||||||||||||||
Other Investee [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Ownership percentage | 10% | 10% | |||||||||||||||||||
Kent Ridge Healthcare Singapore Private Limited [Member] | |||||||||||||||||||||
Ownership percentage | 100% | ||||||||||||||||||||
Consideration | $ 1 | ||||||||||||||||||||
E U D A Private Limited [Member] | |||||||||||||||||||||
Ownership percentage | 100% | 100% | |||||||||||||||||||
Consideration | $ 1 | ||||||||||||||||||||
Super Gateway Group Limited [Member] | |||||||||||||||||||||
Ownership percentage | 100% | 100% | |||||||||||||||||||
Consideration | $ 1 | ||||||||||||||||||||
Singapore Emergency Medical Assistance Private Limited [Member] | |||||||||||||||||||||
Ownership percentage | 100% | 100% | 100% | ||||||||||||||||||
Consideration | $ 1 | ||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||
Stock sold on transaction | $ 86,250,000 | ||||||||||||||||||||
Sale of stock, shares issued | shares | 8,625,000 | ||||||||||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||||||||||
Deferred underwriting commissions | $ 5,876,815 | 5,876,815 | |||||||||||||||||||
Other offering costs | 649,588 | 649,588 | |||||||||||||||||||
Purchase option fair value | $ 483,477 | $ 483,477 | |||||||||||||||||||
IPO [Member] | Underwriters [Member] | |||||||||||||||||||||
Stock sold on transaction | $ 86,250,000 | ||||||||||||||||||||
Sale of stock, shares issued | shares | 8,625,000 | ||||||||||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||
Stock sold on transaction | $ 2,922,500 | ||||||||||||||||||||
Sale of stock, shares issued | shares | 292,250 | ||||||||||||||||||||
Share price | $ / shares | $ 10 | ||||||||||||||||||||
Unit Purchase Option [Member] | |||||||||||||||||||||
Stock sold on transaction | $ 100 |
Schedule of earnings per share
Schedule of earnings per share (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | ||||
Net loss | $ 201,012 | $ (45,587) | $ (8,377) | $ (8,377) | $ (24,884,122) | $ (1,762,838) | $ 864,829 | ||||
Accretion of temporary equity to redemption value | (499,343) | (14,695,090) | |||||||||
Net loss including accretion of temporary equity to redemption value | (298,331) | (45,587) | (16,457,928) | ||||||||
Accretion of temporary equity to redemption value | $ 499,343 | $ 14,695,090 | |||||||||
Weighted average shares outstanding | 12,029,656 | 9,253,333 | |||||||||
(Loss)/Earnings per share, basic and diluted | $ (2.07) | $ 0.09 | |||||||||
Basic and diluted net loss per ordinary share | $ 0.03 | [1],[2] | $ 0.02 | [1],[2] | $ 0 | $ 2 | |||||
Net (loss) income | $ 201,012 | $ (45,587) | $ (8,377) | $ (24,949,246) | $ (1,762,838) | $ 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 | |||||||||
Weighted average number of shares outstanding, basic and diluted | 12,029,656 | 9,253,333 | |||||||||
Redeemable Preferred Stock [Member] | |||||||||||
Net loss | 266,977 | 2,942,365 | |||||||||
Accretion of temporary equity to redemption value | (499,343) | (14,695,090) | |||||||||
Allocation of net loss including accretion of temporary equity | (232,366) | (11,752,725) | |||||||||
Accretion of temporary equity to redemption value | $ 499,343 | $ 14,695,090 | |||||||||
Weighted average shares outstanding | 8,625,000 | 5,883,904 | |||||||||
(Loss)/Earnings per share, basic and diluted | $ 0.03 | $ 0.50 | |||||||||
Weighted average shares outstanding | |||||||||||
Basic and diluted net loss per ordinary share | |||||||||||
Nonredeemable Preferred Stock [Member] | |||||||||||
Net loss | $ (65,965) | $ (45,587) | $ (4,705,203) | $ (8,377) | |||||||
Accretion of temporary equity to redemption value | |||||||||||
Allocation of net loss including accretion of temporary equity | (65,965) | (4,705,203) | |||||||||
Accretion of temporary equity to redemption value | |||||||||||
Weighted average shares outstanding | 2,448,500 | 2,355,621 | |||||||||
(Loss)/Earnings per share, basic and diluted | $ (0.03) | $ (2) | |||||||||
Weighted average shares outstanding | 1,875,000 | [3] | 1,875,000 | [4] | |||||||
Basic and diluted net loss per ordinary share | $ (0.02) | $ 0 | |||||||||
[1]On October 25, 2021, the Company issued additional 718,750 2,156,250 281,250 281,250 281,250 |
Schedule of earnings per shar_2
Schedule of earnings per share (Details) (Parenthetical) - shares | 3 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Oct. 31, 2022 | Jul. 31, 2021 | |
Over-Allotment Option [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Stock forfeiture | 187,500 | 281,250 | 281,250 |
Summary of significant accoun_4
Summary of significant accounting policies (Details Narrative) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Nov. 24, 2021 USD ($) | Oct. 31, 2022 USD ($) | Oct. 31, 2021 USD ($) | Jul. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) shares | Dec. 31, 2022 SGD ($) shares | Jul. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | |
Subsidiary, Sale of Stock [Line Items] | |||||||||
Cash and cash equivalents | $ 265,852 | $ 143,024 | $ 193,546 | $ 189,996 | |||||
Assets held in trust | 86,972,255 | 86,472,912 | |||||||
Dividends on marketable securities held in trust | 499,343 | 222,912 | |||||||
Federal depository insurance coverage | 250,000 | 250,000 | |||||||
Deferred offering costs | $ 3,018,750 | 247,920 | |||||||
Deferred underwriting commissions | 3,018,750 | 3,018,750 | |||||||
Other deferred costs, net | 649,588 | ||||||||
Purchase option fair value | $ 483,477 | ||||||||
Dividends on marketable securities held in trust | $ 722,255 | 222,912 | |||||||
Allowance for doubtful accounts | 197,438 | 80,799 | $ 37,898 | ||||||
Other receivables allowance for doubtful account | 2,209,825 | ||||||||
Other receivables allowance for doubtful account | |||||||||
Allowance | 0 | 0 | |||||||
Impairment of property and equipment | 0 | 0 | |||||||
Impairment of intangible assets | 167,787 | 0 | |||||||
Impairment loss on goodwill | 971,229 | ||||||||
Impairment of long-lived assets | 167,787 | ||||||||
Forward purchase receivables | 21,892,527 | ||||||||
Purchase liability | 20,321,053 | ||||||||
Advertising cost | 21,795 | 270,361 | |||||||
Research and Development cost | 17,209 | 129,265 | |||||||
Employee expenses | $ 505,591 | $ 574,535 | |||||||
Income tax likelihood description | greater than 50% likely of being realized on examination | greater than 50% likely of being realized on examination | |||||||
Convertible Debt Securities [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Antidilutive shares | shares | 1,411,725 | 1,411,725 | 4,458,625 | ||||||
Central Provident Fund [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Employee plan description | 17.00% based on employee’s monthly salary for employees aged 55 and below, reduces progressively to 7.5% as age increase | 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 [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Employee plan description | up to 0.25% based on employee’s monthly salary capped $8.3 (SGD 11.25) | up to 0.25% based on employee’s monthly salary capped $8.3 (SGD 11.25) | |||||||
Monthly salary | $ 8,300,000 | $ 11,250 | |||||||
Social Insurance Fund [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Employee plan description | 20% based on employee’s monthly salary | 20% based on employee’s monthly salary | |||||||
Trade union fee | 2% | ||||||||
Redeemable Preferred Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Split ratio | 78 | 71 | |||||||
Nonredeemable Preferred Stock [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Split percentage | 22 | 29 | |||||||
IPO [Member] | |||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||
Deferred offering costs | $ 5,876,815 | $ 5,876,815 | |||||||
Underwriting fee | 1,725,000 | 1,725,000 | |||||||
Deferred underwriting commissions | 3,018,750 | 3,018,750 | |||||||
Other deferred costs, net | 649,588 | 649,588 | |||||||
Purchase option fair value | $ 483,477 | $ 483,477 |
Schedule of ordinary shares sub
Schedule of ordinary shares subject to possible redemption (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Nov. 24, 2021 | Oct. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | |
Initial Public Offering | ||||
Gross proceeds | $ 87,114,830 | $ 86,250,000 | $ 86,250,000 | |
Proceeds allocated to public warrants and public rights | (9,979,125) | (9,979,125) | ||
Redeemable ordinary shares issuance costs allocated to public warrants and public rights | (5,196,868) | (5,196,868) | ||
Accretion of carrying value to redemption value (Deemed dividend) | 15,194,433 | 14,695,090 | ||
Ordinary shares subject to possible redemption | $ 86,268,440 | $ 85,769,097 |
Initial public offering (Detail
Initial public offering (Details Narrative) - USD ($) | Nov. 24, 2021 | Dec. 31, 2022 | Oct. 31, 2022 | Jul. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||||
Share price | $ 16.50 | |||
Proceeds from sale of stock | $ 100 | |||
Temporary equity, par value | $ 8.32 | $ 8.27 | ||
Temporary equity, carrying value | $ 3,329,682 | $ 3,306,524 | ||
Shareholder [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Temporary equity, par value | $ 8.24 | $ 8.24 | ||
Shareholder One [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Temporary equity, par value | $ 0.03 | $ 0.03 | ||
IPO [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, shares issued | 8,625,000 | |||
Share price | $ 10 | |||
Proceeds from sale of stock | $ 86,250,000 | |||
IPO [Member] | Anchor Investor [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, shares issued | 400,000 | |||
Over-Allotment Option [Member] | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Sale of stock, shares issued | 1,125,000 | |||
Share price | $ 10 | |||
Proceeds from sale of stock | $ 11,250,000 |
Private placement (Details Narr
Private placement (Details Narrative) - USD ($) | Nov. 24, 2021 | Dec. 31, 2022 |
Subsidiary, Sale of Stock [Line Items] | ||
Share price | $ 16.50 | |
Proceeds from sale of stock | $ 100 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Sale of stock, shares issued | 292,250 | |
Share price | $ 10 | |
Proceeds from sale of stock | $ 2,922,500 |
Related party balances and tr_3
Related party balances and transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | |||||||||||||||||||
Nov. 18, 2022 | Nov. 17, 2022 | Jul. 31, 2022 | Jul. 25, 2022 | Dec. 06, 2021 | Oct. 25, 2021 | Jul. 31, 2021 | Jun. 14, 2021 | Apr. 12, 2021 | Feb. 05, 2021 | Jan. 22, 2021 | Jan. 22, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | Mar. 18, 2022 | Jan. 12, 2022 | Dec. 31, 2021 | Nov. 24, 2021 | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Number of shares issued for the period | $ 500,000 | $ 25,000 | $ 500,000 | $ 86,250,000 | |||||||||||||||||||
Number of shares issued | 6,191,770 | 4,626,667 | 1,437,500 | ||||||||||||||||||||
Ordinary shares, outstanding | 1,500,000 | 2,448,500 | 2,156,250 | 2,448,500 | 2,156,250 | 2,448,500 | 20,191,770 | 2,448,500 | 2,156,250 | 9,333,333 | |||||||||||||
Administrative fee | $ 30,000 | $ 0 | $ 83,000 | ||||||||||||||||||||
Debt loan amount | $ 3,894 | 3,894 | $ 3,894 | ||||||||||||||||||||
Due to related party debt | $ 3,894 | $ 0 | $ 3,894 | 3,894 | |||||||||||||||||||
Repayments of related party debt | $ 300,000 | $ 396,157 | $ 396,157 | ||||||||||||||||||||
Over-Allotment Option [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Share price | $ 10 | $ 10 | $ 10 | $ 10 | $ 10 | ||||||||||||||||||
Number of shares forfeited | 187,500 | 281,250 | 281,250 | ||||||||||||||||||||
Sponsor [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Number of shares issued for the period | $ 12,500 | ||||||||||||||||||||||
Number of shares issued | 718,750 | ||||||||||||||||||||||
Ordinary shares, outstanding | 2,156,250 | ||||||||||||||||||||||
Administrative fee | $ 0 | $ 113,000 | $ 83,000 | $ 83,000 | |||||||||||||||||||
Administrative service fee | $ 10,000 | ||||||||||||||||||||||
Mr. Meng Dong (James) Tan [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt instrument, convertible, conversion price | $ 10 | $ 10 | $ 10 | $ 10 | |||||||||||||||||||
Mr. Meng Dong (James) Tan [Member] | 8i Enterprises Pte Ltd [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 0 | $ 396,157 | $ 396,157 | $ 0 | $ 0 | $ 396,157 | |||||||||||||||||
Mr. Meng Dong (James) Tan [Member] | Promissory Note with Related Party [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Notes payable, related parties, current | $ 500,000 | $ 300,000 | |||||||||||||||||||||
Mr. Meng Dong (James) Tan [Member] | Promissory Note One with Related Party [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Proceeds from notes payable | $ 1,000,000 | $ 800,000 | |||||||||||||||||||||
Founder Shares [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Number of shares issued | 15,000 | ||||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Number of shares issued for the period | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | |||||||||||||||||||
Share price | $ 0.017 | $ 0.017 | $ 0.017 | ||||||||||||||||||||
Number of shares issued | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | |||||||||||||||||||
Ordinary share price exceeds | $ 12 | ||||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Over-Allotment Option [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Number of shares forfeited | 281,250 | ||||||||||||||||||||||
Forfeited shares percentage | 20% | ||||||||||||||||||||||
Founder Shares [Member] | Sponsor [Member] | Over-Allotment Option [Member] | Maximum [Member] | |||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||
Number of shares forfeited | 281,250 |
Commitments and contingencies (
Commitments and contingencies (Details Narrative) | 3 Months Ended | 12 Months Ended | |||||
Nov. 24, 2021 USD ($) $ / shares shares | Oct. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SGD ($) | Jul. 31, 2022 USD ($) $ / shares shares | Nov. 17, 2022 shares | Jul. 31, 2021 USD ($) shares | |
Loss Contingencies [Line Items] | |||||||
Underwriting commissions percentage | 2% | ||||||
Gross proceeds from issuance of IPO | $ 1,725,000 | ||||||
Deferred underwriting commissions percentage | 3.50% | ||||||
Deferred underwriting commissions | $ 3,018,750 | $ 247,920 | |||||
Proceeds from sale of equity | 87,114,830 | ||||||
Underwriting discount | 225,000 | ||||||
Stock sold on transaction | $ 100 | ||||||
Ordinary shares issued | shares | 2,448,500 | 2,448,500 | 1,500,000 | 2,156,250 | |||
Professional and other listing fees | $ 400,000 | $ 500,000 | |||||
Compensate amount | $ 3,704 | $ 5,000 | |||||
Legal payment | 74,966 | $ 100,000 | |||||
Contingent liability balance outstanding | $ 0 | ||||||
Maxim Group LLC [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Stock sold on transaction | $ 100 | $ 100 | |||||
Underwriters [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Underwriting commissions percentage | 2% | ||||||
Deferred underwriting commissions percentage | 3.50% | ||||||
Deferred underwriting commissions | $ 3,018,750 | ||||||
Maximum [Member] | Maxim Group LLC [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Sale of stock, shares issued | shares | 431,250 | 431,250 | |||||
Stock option exercise price | $ / shares | $ 11 | $ 11 | |||||
Over-Allotment Option [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Shares issued | shares | 1,125,000 | 1,125,000 | |||||
Share price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||||
Sale of stock, shares issued | shares | 1,125,000 | ||||||
Proceeds from sale of equity | $ 11,250,000 | ||||||
Stock sold on transaction | $ 11,250,000 | ||||||
Over-Allotment Option [Member] | Maximum [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Shares issued | shares | 7,500,000 | 7,500,000 | |||||
IPO [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Deferred underwriting commissions | $ 5,876,815 | $ 5,876,815 | |||||
Sale of stock, shares issued | shares | 8,625,000 | ||||||
Stock sold on transaction | $ 86,250,000 | ||||||
IPO [Member] | Maxim Group LLC [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Shares issued | shares | 474,375 | 474,375 | |||||
Sale of stock, shares issued | shares | 431,250 | 431,250 | |||||
Ordinary shares issued | shares | 43,125 | 43,125 | |||||
Warrants to purchase share | shares | 215,625 | 215,625 | |||||
IPO [Member] | Underwriters [Member] | |||||||
Loss Contingencies [Line Items] | |||||||
Sale of stock, shares issued | shares | 8,625,000 | ||||||
Stock sold on transaction | $ 86,250,000 |
Shareholders_ equity (Details N
Shareholders’ equity (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||||
Nov. 17, 2022 | Jul. 25, 2022 | Mar. 31, 2022 | Oct. 25, 2021 | Jul. 31, 2021 | Jun. 14, 2021 | Apr. 12, 2021 | Feb. 05, 2021 | Jan. 22, 2021 | Jan. 22, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | Sep. 20, 2022 | Nov. 24, 2021 | |
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Common stock, shares authorized, unlimited | Unlimited | Unlimited | Unlimited | Unlimited | Unlimited | |||||||||||||||||
Ordinary shares, no par value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||
Number of shares issued | 6,191,770 | 4,626,667 | 1,437,500 | |||||||||||||||||||
Total consideration | $ 500,000 | $ 25,000 | $ 500,000 | $ 86,250,000 | ||||||||||||||||||
Ordinary shares, outstanding | 1,500,000 | 2,156,250 | 2,448,500 | 2,156,250 | 2,156,250 | 20,191,770 | 2,448,500 | 9,333,333 | 2,156,250 | |||||||||||||
Warrant to purchase ordinary share, price per share | $ 11.50 | $ 11.50 | $ 11.50 | |||||||||||||||||||
Description of warrants issuance | No fractional warrants were issued and only whole warrants trade. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If a registration statement is not effective within 60 days following the consummation of the Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. | No fractional warrant will be issued and only whole warrants will trade. The Company may redeem the warrants at a price of $0.01 per warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $16.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given, provided there is an effective registration statement and current prospectus in effect with respect to the ordinary shares underlying such warrants during the 30 day redemption period. If a registration statement is not effective within 60 days following the consummation of a business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. | ||||||||||||||||||||
Warrants redemption price | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||||
Common stock, shares authorized, unlimited | 1,500,000 | 2,156,250 | 2,448,500 | 2,156,250 | 2,156,250 | 2,448,500 | 2,156,250 | |||||||||||||||
Forgiveness of debt by a related party | $ 2,763,018 | |||||||||||||||||||||
Ordinary share before reverse recapitalization | 500,000 | |||||||||||||||||||||
Warrants outstanding | 8,917,250 | |||||||||||||||||||||
Sale price of the ordinary shares | $ 16.50 | |||||||||||||||||||||
Earnout shares | 4,000,000 | |||||||||||||||||||||
Revenue | $ 9,840,709 | $ 10,544,550 | ||||||||||||||||||||
Net income | $ 201,012 | $ (45,587) | $ (8,377) | $ (8,377) | (24,884,122) | $ (1,762,838) | $ 864,829 | |||||||||||||||
Forecast [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 1,000,000 | 1,000,000 | ||||||||||||||||||||
Revenue | $ 40,100,000 | $ 20,100,000 | ||||||||||||||||||||
Net income | $ 10,100,000 | $ 3,600,000 | ||||||||||||||||||||
Triggering Event One [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Fair value of earnout shares | 1,926,610 | |||||||||||||||||||||
Triggering Event Two [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Fair value of earnout shares | $ 3,273,019 | |||||||||||||||||||||
First Anniversary [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||||||||
Number of additional shares issued | $ 15 | |||||||||||||||||||||
Second Anniversary [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||||||||||
Number of additional shares issued | $ 20 | |||||||||||||||||||||
Public Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding | 8,625,000 | |||||||||||||||||||||
Private Warrant [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Warrants outstanding | 292,250 | |||||||||||||||||||||
Investor [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Capital contributions | $ 600,000 | |||||||||||||||||||||
Common stock, shares authorized, unlimited | 120,000 | |||||||||||||||||||||
Eight I Holdings Two Ptd Ltd [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 6,191,770 | |||||||||||||||||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Business combination issue price | $ 9.50 | $ 9.50 | ||||||||||||||||||||
Founder Shares [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 15,000 | |||||||||||||||||||||
Sponsor [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 718,750 | |||||||||||||||||||||
Total consideration | $ 12,500 | |||||||||||||||||||||
Ordinary shares, outstanding | 2,156,250 | |||||||||||||||||||||
Sponsor [Member] | Founder Shares [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Number of shares issued | 1,437,500 | 1,437,500 | 1,437,500 | 1,437,500 | ||||||||||||||||||
Total consideration | $ 25,000 | $ 25,000 | $ 25,000 | $ 25,000 | ||||||||||||||||||
Over-Allotment Option [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares issued, forfeited | 187,500 | 281,250 | 281,250 | |||||||||||||||||||
Sale price of the ordinary shares | $ 10 | |||||||||||||||||||||
Over-Allotment Option [Member] | Sponsor [Member] | Founder Shares [Member] | ||||||||||||||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||||||||||||||
Shares issued, forfeited | 281,250 |
Schedule of fair value assets (
Schedule of fair value assets (Details) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Fund | $ 86,972,255 | $ 86,472,912 |
Total | 86,972,255 | 86,472,912 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 86,972,255 | 86,472,912 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | ||
Fair Value, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Fund | 86,972,255 | 86,472,912 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Fund | 86,972,255 | 86,472,912 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Fund | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money Market Fund |
Recurring fair value measurem_3
Recurring fair value measurements (Details Narrative) - USD ($) | Oct. 31, 2022 | Jul. 31, 2022 |
Fair Value Disclosures [Abstract] | ||
Cash held in Trust account | $ 86,972,255 | $ 86,472,912 |
Subsequent events (Details Narr
Subsequent events (Details Narrative) | May 22, 2023 USD ($) $ / shares shares | May 16, 2023 USD ($) shares | May 15, 2023 USD ($) $ / shares shares | Apr. 24, 2023 USD ($) | Feb. 02, 2023 USD ($) | Jan. 09, 2023 USD ($) | Nov. 17, 2022 USD ($) $ / shares shares | Nov. 15, 2022 USD ($) shares | Nov. 14, 2022 USD ($) $ / shares shares | Nov. 13, 2022 shares | Nov. 09, 2022 shares | Nov. 07, 2022 USD ($) shares | Nov. 02, 2022 $ / shares shares | Nov. 24, 2021 USD ($) $ / shares shares | Jun. 08, 2023 $ / shares shares | Dec. 31, 2022 $ / shares | Nov. 15, 2022 SGD ($) | Nov. 07, 2022 SGD ($) | Oct. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Aug. 16, 2022 USD ($) | Jul. 31, 2022 USD ($) $ / shares shares | Jul. 31, 2021 USD ($) $ / shares shares |
Subsequent Event [Line Items] | |||||||||||||||||||||||
Redemption of ordinary shares | 400,000 | ||||||||||||||||||||||
Redemption value | $ | $ 60,800,000 | ||||||||||||||||||||||
Cash | $ | $ 265,852 | $ 300,000 | $ 193,546 | ||||||||||||||||||||
Debt fee amount | $ | $ 3,894 | ||||||||||||||||||||||
Ordinary shares per share | $ / shares | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||||||||||
Restricted ordinary shares converted | 891,725 | ||||||||||||||||||||||
Investors sale of stock price per share | $ / shares | $ 16.50 | ||||||||||||||||||||||
Investors sale of stock aggregate purchase price | $ | $ 100 | ||||||||||||||||||||||
Ordinary shares issued | 1,500,000 | 2,448,500 | 2,448,500 | 2,156,250 | |||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Investors sale of stock and issued | 292,250 | ||||||||||||||||||||||
Investors sale of stock price per share | $ / shares | $ 10 | ||||||||||||||||||||||
Investors sale of stock aggregate purchase price | $ | $ 2,922,500 | ||||||||||||||||||||||
EUDA Health Limited [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Beneficial ownership percentage | 100% | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Stock repurchased | 1,125,000 | ||||||||||||||||||||||
Maximum [Member] | EUDA Health Limited [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Beneficial ownership percentage | 9.90% | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Redemption of ordinary shares | 6,033,455 | ||||||||||||||||||||||
Redemption price per share | $ / shares | $ 10.0837 | ||||||||||||||||||||||
Ordinary shares issued | 1,600,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Investors sale of stock and issued | 940,000 | ||||||||||||||||||||||
Investors sale of stock price per share | $ / shares | $ 1 | ||||||||||||||||||||||
Investors sale of stock aggregate purchase price | $ | $ 940,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note One [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Maturity date | Nov. 17, 2023 | ||||||||||||||||||||||
Convertible promissory note | $ | $ 2,113,125 | ||||||||||||||||||||||
Conversion price per share | $ / shares | $ 5 | ||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note Two [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Maturity date | Feb. 15, 2023 | ||||||||||||||||||||||
Convertible promissory note | $ | $ 170,000 | ||||||||||||||||||||||
Debt interest rate | 15% | ||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note Three [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Maturity date | Nov. 17, 2023 | ||||||||||||||||||||||
Convertible promissory note | $ | $ 82,600 | ||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note Four [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Maturity date | Nov. 17, 2023 | ||||||||||||||||||||||
Convertible promissory note | $ | $ 87,500 | ||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note Five [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Maturity date | Nov. 17, 2023 | ||||||||||||||||||||||
Convertible promissory note | $ | $ 119,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Promissory Note Six [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Maturity date | Nov. 17, 2023 | ||||||||||||||||||||||
Convertible promissory note | $ | $ 700,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Tan Second Loan [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Loan amount | $ | $ 332,750 | ||||||||||||||||||||||
Interest rate percentage | 8% | ||||||||||||||||||||||
Subsequent Event [Member] | Tan First Loan [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Loan amount | $ | $ 145,450 | ||||||||||||||||||||||
Subsequent Event [Member] | Tan Third Loan [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Loan amount | $ | $ 22,500 | ||||||||||||||||||||||
Interest rate percentage | 8% | ||||||||||||||||||||||
Subsequent Event [Member] | Tan Two Thousand Twenty Three Note [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Loan amount | $ | $ 700,000 | ||||||||||||||||||||||
Conversion of unpaid principal amount | $ | $ 700,000 | ||||||||||||||||||||||
Ordinary shares per share | $ / shares | $ 1 | ||||||||||||||||||||||
Ordinary shares issued | 700,000 | ||||||||||||||||||||||
Ordinary shares available for resale | 700,000 | ||||||||||||||||||||||
Restricted ordinary shares converted | 700,000 | ||||||||||||||||||||||
Conversion of ordinary shares, description | This conversion is likely resulted in modification of the convertible notes as the five-day VWAP Price of the Company’s ordinary shares immediately preceding the conversion date is higher than $1.00 and reduced the carrying amount of the convertible debt instrument with a corresponding increase in additional paid-in capital. | ||||||||||||||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Share price per share | $ / shares | $ 3 | ||||||||||||||||||||||
Subsequent Event [Member] | Minimum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt instrument trading percentage | 15% | ||||||||||||||||||||||
Subsequent Event [Member] | Prepaid Forward Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Number of shares purchased | 1,400,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Prepaid Forward Agreement [Member] | Maximum [Member] | EUDA Health Limited [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Beneficial ownership percentage | 9.90% | ||||||||||||||||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Ordinary shares issued | 850,306 | 578,439 | |||||||||||||||||||||
Conversion of ordinary shares, description | These conversions are likely resulted in modification of the convertible notes as the five-day VWAP Price of the Company’s ordinary shares immediately preceding the conversion date is higher than $1.00 and reduced the carrying amount of the convertible debt instrument with a corresponding increase in additional paid-in capital. | ||||||||||||||||||||||
Share price per share | $ / shares | $ 1.47 | ||||||||||||||||||||||
Ordinary shares forfeited | 271,867 | ||||||||||||||||||||||
Subsequent Event [Member] | Settlement Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Share price per share | $ / shares | $ 1.47 | ||||||||||||||||||||||
Mr. Meng Dong (James) Tan [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Conversion price per share | $ / shares | $ 10 | $ 10 | |||||||||||||||||||||
Investor [Member] | Subsequent Event [Member] | Forward Purchase Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Share based - compensation price per share purchased | $ / shares | $ 10.41 | ||||||||||||||||||||||
Investor [Member] | Subsequent Event [Member] | Forward Purchase Agreement [Member] | Maximum [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Number of shares purchased | 125,000 | ||||||||||||||||||||||
Investor [Member] | Subsequent Event [Member] | Waiver Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Number of shares purchased | 1,000,000 | 1,000,000 | |||||||||||||||||||||
Debt Issuance Costs, Gross | $ | $ 100,000 | $ 100,000 | |||||||||||||||||||||
Cash | $ | $ 10,000,000 | $ 10,000,000 | |||||||||||||||||||||
Vendor [Member] | Subsequent Event [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Debt fee amount | $ | $ 300,000 | ||||||||||||||||||||||
Maturity date | Nov. 17, 2023 | ||||||||||||||||||||||
Restricted stock issued | 60,000 | ||||||||||||||||||||||
Shares issued price | $ / shares | $ 5 | ||||||||||||||||||||||
Restricted stock cancelled | 60,000 | ||||||||||||||||||||||
Loan amount | $ | $ 300,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Loan amount | $ | $ 145,450 | ||||||||||||||||||||||
Interest rate percentage | 8% | ||||||||||||||||||||||
Alfred Lim [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Loan amount | $ | $ 128,750 | ||||||||||||||||||||||
Interest rate percentage | 8% | ||||||||||||||||||||||
James Tan [Member] | Subsequent Event [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Ordinary shares issued | 478,200 | ||||||||||||||||||||||
Shine Link [Member] | Subsequent Event [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Ordinary shares issued | 87,500 | ||||||||||||||||||||||
Menora [Member] | Subsequent Event [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Ordinary shares issued | 119,000 | ||||||||||||||||||||||
Eighti Holding [Member] | Subsequent Event [Member] | Settlement Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Ordinary shares issued | 82,600 | ||||||||||||||||||||||
Kelvin Chen [Member] | Subsequent Event [Member] | Chen Settlement Agreement [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Ordinary shares issued | 850,306 | ||||||||||||||||||||||
Ordinary shares aggregate amount | $ | $ 850,306 | ||||||||||||||||||||||
Seller One [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Ordinary shares to be issued | 800,000 | ||||||||||||||||||||||
Ordinary shares issued | 800,000 | ||||||||||||||||||||||
Seller Two [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Ordinary shares to be issued | 800,000 | ||||||||||||||||||||||
Ordinary shares issued | 800,000 | ||||||||||||||||||||||
Promissory Note with Related Party [Member] | Mr. Meng Dong (James) Tan [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||||||||
Promissory note | $ | $ 200,000 |
Schedule of consolidated financ
Schedule of consolidated financial statement (Details) | 12 Months Ended | |||||||
Apr. 19, 2022 SGD ($) | Apr. 15, 2022 SGD ($) | Mar. 01, 2022 SGD ($) | Aug. 01, 2021 SGD ($) | Jul. 24, 2021 SGD ($) | Dec. 31, 2022 USD ($) | Aug. 03, 2021 | ||
EUDA Health Limited [Member] | ||||||||
Name of company | EUDA Health Limited (“EHL”) | |||||||
Date of incorporation | Jun. 08, 2021 | |||||||
Ownership percentage | 100% | |||||||
Kent Ridge Healthcare Singapore Pte Ltd [Member] | ||||||||
Name of company | Kent Ridge Healthcare Singapore Pte. Ltd. (“KRHSG”) | |||||||
Date of incorporation | Nov. 09, 2017 | |||||||
Ownership percentage | 100% | |||||||
E U D A Private Limited [Member] | ||||||||
Name of company | EUDA Private Limited (“EUDA PL”) | |||||||
Date of incorporation | Apr. 13, 2018 | |||||||
Ownership percentage | 100% | 100% | ||||||
Consideration | $ 1 | |||||||
Zukitek Vietnam Private Limited Liability Company [Member] | ||||||||
Name of company | Zukitek Vietnam Private Limited Liability Company (“ZKTV PL”) | |||||||
Date of incorporation | May 02, 2019 | |||||||
Ownership percentage | 100% | |||||||
Singapore Emergency Medical Assistance Private Limited [Member] | ||||||||
Name of company | Singapore Emergency Medical Assistance Private Limited (“SEMA”) | |||||||
Date of incorporation | Mar. 18, 2019 | |||||||
Ownership percentage | 100% | 100% | 100% | |||||
Consideration | $ 1 | |||||||
The Good Clinic Private Limited [Member] | ||||||||
Name of company | [1] | The Good Clinic Private Limited (“TGC”) | ||||||
Date of incorporation | Apr. 08, 2020 | |||||||
Ownership percentage | 100% | |||||||
E U D A Doctor Private Limited [Member] | ||||||||
Name of company | EUDA Doctor Private Limited | |||||||
Date of incorporation | Dec. 01, 2021 | |||||||
Ownership percentage | 100% | |||||||
Kent Ridge Hill Private Limited [Member] | ||||||||
Name of company | Kent Ridge Hill Private Limited | |||||||
Date of incorporation | Dec. 01, 2021 | |||||||
Ownership percentage | 100% | |||||||
Kent Ridge Healthcare Limited [Member] | ||||||||
Name of company | Kent Ridge Health Limited | |||||||
Date of incorporation | Jun. 08, 2021 | |||||||
Ownership percentage | 100% | |||||||
Zukitech Private Limited [Member] | ||||||||
Name of company | Zukitech Private Limited (“Zukitech”) | |||||||
Date of incorporation | Jun. 13, 2019 | |||||||
Ownership percentage | 100% | |||||||
Super Gateway Group Limited [Member] | ||||||||
Name of company | Super Gateway Group Limited | |||||||
Date of incorporation | Apr. 18, 2008 | |||||||
Ownership percentage | 100% | 100% | ||||||
Consideration | $ 1 | |||||||
Universal Gateway International Pte. Ltd. [Member] | ||||||||
Name of company | Universal Gateway International Pte. Ltd. (“UGI”) | |||||||
Date of incorporation | Sep. 30, 2000 | |||||||
Ownership percentage | 98.30% | |||||||
Registered capital | $ 5,000,000 | |||||||
Melana International Pte Ltd [Member] | ||||||||
Name of company | Melana International Pte. Ltd | |||||||
Date of incorporation | Sep. 09, 2000 | |||||||
Ownership percentage | 100% | |||||||
Tri Global Security Pte Ltd [Member] | ||||||||
Name of company | Tri-Global Security Pte. Ltd. | |||||||
Date of incorporation | Aug. 10, 2000 | |||||||
Ownership percentage | 100% | |||||||
UG Digitech Private Limited [Member] | ||||||||
Name of company | UG Digitech Private Limited (“UGD”) | |||||||
Date of incorporation | Aug. 16, 2001 | |||||||
Ownership percentage | 100% | |||||||
Nosweat Fitness Company Private Limited [Member] | ||||||||
Name of company | Nosweat Fitness Company Private Limited (“NFC”) | |||||||
Date of incorporation | Jul. 06, 2021 | |||||||
Ownership percentage | 100% | |||||||
True Cover Private Limited [Member] | ||||||||
Name of company | True Cover Private Limited (“TCPL”) | |||||||
Date of incorporation | Dec. 01, 2021 | |||||||
Ownership percentage | 100% | |||||||
KR Digital Pte Ltd [Member] | ||||||||
Name of company | [2] | KR Digital Pte. Ltd. (“KR Digital”) | ||||||
Date of incorporation | Dec. 29, 2021 | |||||||
Ownership percentage | 100% | 100% | 100% | |||||
KR Digital Pte Ltd [Member] | Chief Executive Officer [Member] | ||||||||
Consideration | $ 1 | $ 1 | ||||||
Zukihealth Sdn Bhd [Member] | ||||||||
Name of company | [2] | Zukihealth Sdn. Bhd. (“Zukihealth”) | ||||||
Date of incorporation | Feb. 15, 2018 | |||||||
Ownership percentage | 100% | |||||||
[1]On March 1, 2022, SEMA, the Company’s wholly owned subsidiary, sold 100 1.0 100 1 100 1 |
Schedule of foreign currency ex
Schedule of foreign currency exchange rates (Details) | Dec. 31, 2022 | Dec. 31, 2021 | |
Singapore, Dollars | |||
Period-end : US$1 exchange rate* | 1.34 | 1.35 | |
Period-average : US$1 exchange rate* | 1.38 | 1.34 | |
Viet Nam, Dong | |||
Period-end : US$1 exchange rate* | 23,635 | 22,855 | |
Period-average : US$1 exchange rate* | 23,409.44 | 22,935.24 | |
Malaysia, Ringgits | |||
Period-end : US$1 exchange rate* | [1] | 4.40 | |
Period-average : US$1 exchange rate* | [1] | 4.39 | |
[1]The Company did not have any Malaysia subsidiary prior to April 19, 2022. |
Schedule of property and equipm
Schedule of property and equipment useful lives (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Electronic equipment | 3 years |
Medical Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Electronic equipment | 3 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Leasehold equipment | Shorter of the lease term or 5 years |
Schedule of intangible assets n
Schedule of intangible assets net (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Customer Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Customer relationships | 6 years |
Schedule of revenue (Details)
Schedule of revenue (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | $ 9,840,709 | $ 10,544,550 | ||
Medical Services Specialty Care [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 6,001,439 | 5,010,837 | ||
Medical Services General Practice [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 63,794 | 712,712 | ||
Medical Services General Practice Related Parties [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 135 | 4,640 | ||
Medical Services Sub Total [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 6,065,368 | 5,728,189 | ||
Product Sales [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 11,046 | 257,841 | ||
Property Management Service Common Area Management [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 2,919,335 | 3,508,663 | ||
Property Management Service Security Management [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | 844,960 | 1,049,857 | ||
Property Management Service [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total revenues | $ 3,764,295 | $ 4,558,520 |
Schedule of cost of revenue (De
Schedule of cost of revenue (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total cost of revenues | $ 6,486,513 | $ 6,300,197 |
Medical Services Specialty Care [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total cost of revenues | 2,995,778 | 46,849 |
Medical Services Specialty Care Related Party [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total cost of revenues | 491,499 | 2,349,702 |
Medical Services General Practices [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total cost of revenues | 45,549 | 427,908 |
Medical Services Sub Total [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total cost of revenues | 3,532,826 | 2,824,459 |
Product Sales [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total cost of revenues | 59,391 | 167,202 |
Property Management Services Common Area Management [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total cost of revenues | 2,210,703 | 2,461,981 |
Property Management Services Security Management [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total cost of revenues | 683,593 | 846,555 |
Product Mangement Services [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Total cost of revenues | $ 2,894,296 | $ 3,308,536 |
Schedule of fair value hierarch
Schedule of fair value hierarchy of financial liability (Details) - USD ($) | Dec. 31, 2022 | Nov. 09, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | |||||
Prepaid forward purchase liabilities | $ 20,321,053 | $ 7,409,550 | |||
Fair Value, Inputs, Level 1 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Prepaid forward purchase liabilities | |||||
Fair Value, Inputs, Level 2 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Prepaid forward purchase liabilities | |||||
Fair Value, Inputs, Level 3 [Member] | |||||
Defined Benefit Plan Disclosure [Line Items] | |||||
Prepaid forward purchase liabilities | $ 20,321,053 |
Schedule of reconciliation of f
Schedule of reconciliation of financial liability measured at fair value on a recurring basis (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Beginning balance | $ 7,409,550 | |||
Change in fair value of prepaid forward purchase liabilities | 12,911,503 | |||
Ending balance | $ 20,321,053 | $ 7,409,550 |
Going concern (Details Narrativ
Going concern (Details Narrative) - USD ($) | Dec. 31, 2022 | Oct. 31, 2022 | Sep. 30, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Cash | $ 265,852 | $ 300,000 | $ 193,546 | |||
Working capital | $ 4,100,000 | 1,408,615 | 218,797 | |||
Cash and restricted cash | $ 784,485 | $ 189,996 |
Schedule of shares issued and o
Schedule of shares issued and outstanding reverse recapitalization (Details) - USD ($) | 12 Months Ended | |
Nov. 17, 2022 | Dec. 31, 2022 | |
Reverse Recapitalization | ||
8i ordinary shares outstanding prior to Reverse Recapitalization | 11,073,500 | |
Less: redemption of 8i ordinary shares | (6,033,455) | |
Conversion of 8i rights | 891,725 | |
Shares issued to service providers | 260,000 | |
Conversion of EHL ordinary shares into 8i ordinary shares | 14,000,000 | |
Total shares outstanding | $ 20,191,770 | $ 11,911,459 |
Schedule of financial statement
Schedule of financial statements of reverse recapitalization (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Nov. 18, 2022 | Dec. 06, 2021 | Jul. 31, 2021 | Jul. 31, 2022 | |
Reverse Recapitalization | ||||
Funds held in 8i’s trust account | $ 87,074,185 | |||
Funds held in 8i’s operating cash account | 248,499 | |||
Less: amount paid to redeem public shares of 8i’s ordinary shares | (60,839,550) | |||
Less: payments of transaction costs incurred by 8i | (2,965,646) | |||
Less: payments of forward purchase agreements | (21,892,527) | |||
Less: repayments of promissory note – related party of 8i | (300,000) | $ (396,157) | $ (396,157) | |
Proceeds from the Reverse Recapitalization | 1,324,961 | |||
Less: unpaid deferred underwriting fee | (2,113,125) | |||
Less: unpaid transaction costs incurred by 8i | (382,600) | |||
Less: payment and accrued expenses of transaction costs related to the Reverse Recapitalization | (1,305,580) | |||
Add: non-cash net assets assumed from 8i | 14,387,803 | |||
Net contributions from issuance of ordinary shares upon the Reverse Recapitalization | $ 11,911,459 |
Reverse recapitalization (Detai
Reverse recapitalization (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Nov. 18, 2022 | Nov. 17, 2022 | Jul. 25, 2022 | Dec. 06, 2021 | Jul. 31, 2021 | Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock, shares issued | 1,500,000 | 2,156,250 | 2,448,500 | 2,156,250 | 2,156,250 | 2,448,500 | ||||||||
Ordinary shares, outstanding | 1,500,000 | 2,156,250 | 2,448,500 | 2,156,250 | 2,156,250 | 20,191,770 | 2,448,500 | 9,333,333 | ||||||
Converted shares | 14,000,000 | |||||||||||||
Common stock, par value | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||
Exchange ratio | $ 9.33 | |||||||||||||
Earnout shares | 4,000,000 | |||||||||||||
Number of shares issued | 6,191,770 | 4,626,667 | 1,437,500 | |||||||||||
Revenue | $ 9,840,709 | $ 10,544,550 | ||||||||||||
Net income | $ 201,012 | $ (45,587) | (8,377) | $ (8,377) | (24,884,122) | $ (1,762,838) | 864,829 | |||||||
Public ordinary shares | 2,591,545 | |||||||||||||
Redemption shares | 6,033,455 | 400,000 | 400,000 | |||||||||||
Private ordinary shares, par value | $ 0 | |||||||||||||
Private ordinary shares, outstanding | 292,250 | |||||||||||||
Founder shares, par value | $ 0 | |||||||||||||
Founder shares, outstanding | 2,156,250 | |||||||||||||
Public rights shares | 8,625,000 | |||||||||||||
Private rights shares | 292,250 | |||||||||||||
Converted shares | 891,725 | |||||||||||||
Repayments of convertible promissory note | $ 300,000 | |||||||||||||
Proceeds from the Reverse Recapitalization | $ 1,300,000 | $ 1,324,961 | ||||||||||||
Funds held in trust account | 87,074,185 | |||||||||||||
Funds held in operating cash account | 248,499 | |||||||||||||
Amount paid to redeem public shares | $ 60,839,550 | |||||||||||||
Redeem public shares | 6,033,455 | |||||||||||||
Payments of transaction costs | $ 2,965,646 | |||||||||||||
Payments of forward purchase agreements | 21,892,527 | |||||||||||||
Repayments of promissory note related party | $ 300,000 | $ 396,157 | $ 396,157 | |||||||||||
Share Purchase Agreement [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock, shares issued | 60,000 | |||||||||||||
Business Combination [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Common stock, shares issued | 200,000 | |||||||||||||
Forecast [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares issued | 1,000,000 | 1,000,000 | ||||||||||||
Revenue | $ 40,100,000 | $ 20,100,000 | ||||||||||||
Net income | $ 10,100,000 | $ 3,600,000 | ||||||||||||
First Anniversary [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||
Share price | $ 15 | |||||||||||||
Second Anniversary [Member] | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||||||
Number of shares issued | 1,000,000 | |||||||||||||
Share price | $ 20 |
Disposition of subsidiary (Deta
Disposition of subsidiary (Details Narrative) | 12 Months Ended | ||
Mar. 02, 2022 SGD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Gain loss on disposal of deficit interest | $ 30,055 | ||
The Good Clinic Private Limited [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Ownership interest | 100% | ||
SEMA Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Consideration received | $ 1 | ||
Gain loss on disposal of deficit interest | $ 30,055 | ||
SEMA Agreement [Member] | The Good Clinic Private Limited [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Ownership interest | 100% |
Schedule of accounts receivable
Schedule of accounts receivable (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Credit Loss [Abstract] | |||
Accounts receivable | [1] | $ 2,048,941 | $ 1,883,115 |
Allowance for doubtful accounts | (197,438) | (80,799) | |
Total accounts receivable, net | $ 1,851,503 | $ 1,802,316 | |
[1]As of December 31, 2022 and 2021, accounts receivable of up to approximately $ 0.6 0.8 |
Schedule of accounts receivab_2
Schedule of accounts receivable (Details) (Pharanthetical) $ in Millions | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SGD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 SGD ($) |
Line of Credit Facility [Line Items] | ||||
Accounts receivable | $ 1,851,503 | $ 1,802,316 | ||
United Overseas Bank Limited [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Accounts receivable | $ 600,000 | $ 0.8 | $ 600,000 | $ 0.8 |
Schedule of movements of allowa
Schedule of movements of allowance for doubtful accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Credit Loss [Abstract] | ||
Beginning balance | $ 80,799 | $ 37,898 |
Addition | 116,156 | 43,804 |
Exchange rate effect | 483 | (903) |
Ending balance | $ 197,438 | $ 80,799 |
Schedule of other receivables (
Schedule of other receivables (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | |||
Receivable from divestment (1) | [1] | $ 3,818,776 | |
Employee advance | 6,695 | 2,803 | |
Others | 772 | 250 | |
Total other receivables | 7,467 | 3,821,829 | |
Other receivables – non-current | (1,830,603) | ||
Other receivables – current | $ 7,467 | $ 1,991,226 | |
[1]The balance of receivable from divestment represented the amount due from BPT, an unrelated third party. On January 1, 2018, the Company’s subsidiary, UGI entered into an investment agreement with BPT, to invest approximately $ 1.9 2,580,000 1,913,096 2,580,000 1,905,681 2,570,000 0.9 1,200,000 2.8 3,950,000 interest rate of 3% beginning on July 31, 2022, October 31, 2022, January 31, 2023, April 30, 2023, July 31, 2023, October 31, 2023, January 31, 2024, and April 30, 2024. 0.7 987,500 |
Schedule of other receivables a
Schedule of other receivables allowance for doubtful accounts (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Receivables [Abstract] | ||
Beginning balance | ||
Addition | 2,209,825 | |
Write-off | (2,209,825) | |
Ending balance |
Schedule of other receivables_2
Schedule of other receivables (Details) (Paranthetical) | 1 Months Ended | |||||||
May 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 SGD ($) | May 31, 2022 SGD ($) | Mar. 01, 2021 USD ($) | Mar. 01, 2021 SGD ($) | Jan. 18, 2018 USD ($) | Jan. 18, 2018 SGD ($) | |
Receivables [Abstract] | ||||||||
Investment amount | $ 1,900,000 | $ 2,580,000 | ||||||
Investment owned face amount | $ 1,913,096 | $ 2,580,000 | ||||||
Additional amount | 1,905,681 | 2,570,000 | ||||||
Installment received | $ 900,000 | $ 1,200,000 | ||||||
Remaining balance | $ 2,800,000 | $ 3,950,000 | ||||||
Debt intrument interest rate, description | interest rate of 3% beginning on July 31, 2022, October 31, 2022, January 31, 2023, April 30, 2023, July 31, 2023, October 31, 2023, January 31, 2024, and April 30, 2024. | |||||||
Other installment amount | $ 700,000 | $ 987,500 |
Schedule of property and equi_2
Schedule of property and equipment (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 153,328 | $ 180,672 |
Less: accumulated depreciation | (121,700) | (123,745) |
Total | 31,628 | 56,927 |
Office Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 148,387 | 144,051 |
Medical Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | 2,724 | 15,917 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Subtotal | $ 2,217 | $ 20,704 |
Property and equipment, net (De
Property and equipment, net (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 23,347 | $ 34,523 |
Schedule of intangible assets (
Schedule of intangible assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Customer relationships | $ 650,102 | $ 646,246 | ||
Less: Accumulated amortization | (477,584) | (356,284) | ||
Less: Impairment | 167,787 | |||
Exchange rate effect | 4,731 | |||
Total intangible assets, net | $ 289,962 |
Schedule of goodwill (Details)
Schedule of goodwill (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Balance | $ 992,686 | $ 1,012,630 | ||
Foreign currency translation adjustment | (21,457) | (19,944) | ||
Impairment | (971,229) | |||
Balance | 992,686 | |||
Melana International Pte Limited [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance | 528,665 | 539,286 | ||
Foreign currency translation adjustment | (11,427) | (10,621) | ||
Impairment | (517,238) | |||
Balance | 528,665 | |||
TriGlobal Security Pte Limited [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Balance | 464,021 | 473,344 | ||
Foreign currency translation adjustment | (10,030) | (9,323) | ||
Impairment | (453,991) | |||
Balance | $ 464,021 |
Intangible assets, net (Details
Intangible assets, net (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 115,907 | $ 162,825 | ||
Impairment loss on intangible assets | $ 167,787 |
Goodwill (Details Narrative)
Goodwill (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment loss | $ 971,229 |
Forward purchase agreements (De
Forward purchase agreements (Details Narrative) - USD ($) | 12 Months Ended | ||||
Nov. 09, 2022 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | |
Prepaid forward purchase liability | $ 7,409,550 | $ 20,321,053 | |||
Change of fair value of prepaid forward purchase liability | $ 12,911,503 | ||||
Forward Contracts [Member] | |||||
Forward contract, fair value per share | $ 2.50 | ||||
Prepaid Forward Agreement One [Member] | Maximum [Member] | |||||
Number of shares purchased | 1,400,000 | ||||
Prepaid Forward Agreement One [Member] | Maximum [Member] | Institutional Investors [Member] | |||||
Ownership percentage | 9.90% | ||||
Prepaid Forward Agreement Two [Member] | Maximum [Member] | |||||
Number of shares purchased | 1,125,000 | ||||
Prepaid Forward Agreement Two [Member] | Maximum [Member] | Institutional Investors [Member] | |||||
Ownership percentage | 9.90% |
Loan to third party (Details Na
Loan to third party (Details Narrative) - PT total Prima Indonesia [Member] | 12 Months Ended | |||||
Nov. 20, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 SGD ($) | Dec. 31, 2021 SGD ($) | Nov. 20, 2020 SGD ($) | |
Loan borrow up amount | $ 700,000 | $ 1,000,000 | ||||
Loan interest rate | 9% | |||||
Loan accumulatively disbursed | $ 608,683 | $ 352,959 | $ 816,000 | $ 476,000 | ||
Interest receivable | 62,766 | 19,003 | $ 84,144 | $ 25,627 | ||
Interest income from loan to third party | $ 19,071 |
Schedule of short-term loans (D
Schedule of short-term loans (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 | ||
Line of Credit Facility [Line Items] | ||||||
Short term loans - bank and private lender | $ 204,240 | $ 205,427 | ||||
Short term loans - third parties | $ 113,000 | 86,894 | ||||
Convertible notes payable | 2,619,625 | |||||
Bank and Private Lender [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Short term loans - bank and private lender | 204,240 | 205,427 | ||||
Promissory Note [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Convertible promissory note | 60,000 | |||||
Convertible Notes Third Parties [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Convertible notes payable | 2,619,625 | |||||
Convertible Notes Related Parties [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Convertible notes payable | $ 782,600 | |||||
United Overseas Bank Limited [Member] | Bank and Private Lender [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | [1] | United Overseas Bank Limited | ||||
Maturities | [1] | 90 days from disbursement | ||||
Interest Rate | [1] | 0.25% | ||||
Collateral/Guarantee | [1] | Collateral: Accounts receivable | ||||
Short term loans - bank and private lender | [1] | $ 185,592 | 184,491 | |||
United Overseas Bank Limited [Member] | Bank and Private Lender [Member] | Prime Rate [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Interest Rate | [1] | 5.25% | ||||
FS Capital Ptd. Ltd. [Member] | Bank and Private Lender [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | FS Capital Ptd. Ltd. | |||||
Maturities | Fully repaid in February, 2022 | |||||
Collateral/Guarantee | Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder, and Kent Ridge Health Private Limited | |||||
Short term loans - bank and private lender | 20,936 | |||||
Interest Rate | 18% | |||||
Funding Societies Pte. Ltd [Member] | Bank and Private Lender [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | Funding Societies Pte. Ltd | |||||
Maturities | Due monthly from April 2022 to March 2023 (Extended to July 31, 2024) | |||||
Collateral/Guarantee | Guaranteed by Kelvin Chen Weiwen, the Company’s CEO and shareholder | |||||
Short term loans - bank and private lender | $ 18,648 | |||||
Interest Rate | 30% | |||||
Koh Wee Sing [Member] | Third Parties [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | Koh Wee Sing | |||||
Maturities | [2] | Due on demand beginning in July 2022 | ||||
Collateral/Guarantee | None | |||||
Interest Rate | 60% | |||||
Short term loans - third parties | 148,302 | |||||
Kaufaman And Canoles Pc Kc [Member] | Promissory Note [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | Kaufaman & Canoles, P. C. (“KC”) | |||||
Collateral/Guarantee | None | |||||
Interest Rate | 0% | |||||
Maturities | [3] | Feb. 15, 2023 | ||||
Convertible promissory note | $ 170,000 | |||||
Maxim Group LLC [Member] | Convertible Notes Third Parties [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | Maxim Group LLC (“Maxim”) | |||||
Collateral/Guarantee | Automatically be converted into the Company’s ordinary shares at $5.00 per share if the balance is not being repaid by the maturity date | |||||
Interest Rate | 0% | |||||
Maturities | Nov. 17, 2023 | |||||
Convertible notes payable | $ 2,113,125 | |||||
Menora Capital Pte Ltd [Member] | Convertible Notes Third Parties [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | Menora Capital Pte Ltd (“Menora”) | |||||
Collateral/Guarantee | Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date | |||||
Interest Rate | 0% | |||||
Maturities | Nov. 17, 2023 | |||||
Convertible notes payable | $ 87,500 | |||||
Loeb And Loeb Llp [Member] | Convertible Notes Third Parties [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | Loeb & Loeb LLP (“Loeb”) | |||||
Collateral/Guarantee | (1) 60,000 of the Company ordinary share has been issued to Loeb, which is subject to be returned and cancellation if the Company repaid the full or part of the convertible note, and (2) Loeb has the right to sell the ordinary shares in public market and the earning from the sales should be offset the remaining balance of the convertible note | |||||
Interest Rate | 0% | |||||
Maturities | Nov. 17, 2023 | |||||
Convertible notes payable | $ 300,000 | |||||
Shine Link Limited [Member] | Convertible Notes Third Parties [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | Shine Link Limited (“Shine Link”) | |||||
Collateral/Guarantee | Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date | |||||
Interest Rate | 0% | |||||
Maturities | Nov. 17, 2023 | |||||
Convertible notes payable | $ 119,000 | |||||
Eight I Holdings Two Ptd Ltd [Member] | Convertible Notes Related Parties [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | [4] | 8i Holdings 2 Ptd Ltd (“8i Holding”) | ||||
Collateral/Guarantee | [4] | Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date | ||||
Interest Rate | [4] | 0% | ||||
Maturities | [4] | Nov. 17, 2023 | ||||
Convertible notes payable | [4] | $ 82,600 | ||||
Meng Dong James Tan [Member] | Convertible Notes Related Parties [Member] | ||||||
Line of Credit Facility [Line Items] | ||||||
Bank/Private lender Name | [5] | Meng Dong (James) Tan | ||||
Collateral/Guarantee | [5] | Right to convert into the Company’s ordinary shares equal to the unpaid Principal Amount as of the Maturity Date divided by the five day VWAP Price of the Company’s ordinary shares immediately preceding the maturity date if the balance is not being repaid by the maturity date | ||||
Interest Rate | [5] | 0% | ||||
Maturities | [5] | Nov. 17, 2023 | ||||
Convertible notes payable | [5] | $ 700,000 | ||||
[1]On August 21, 2019, KRHSG entered into a revolving line of credit agreement with United Overseas Limited pursuant to which KRHSG may borrow up to approximately $ 593,208 800,000 5.50 15 100,000 60,000 10 10 |
Schedule of short-term loans _2
Schedule of short-term loans (Details) (Paranthetical) | 12 Months Ended | ||||
Feb. 15, 2023 | Aug. 21, 2019 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Aug. 21, 2019 SGD ($) | |
Promissory Note [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Convertible promissory note | $ 60,000 | ||||
United Overseas Bank Limited [Member] | Bank and Private Lender [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Loan borrow up amount | $ 593,208 | $ 800,000 | |||
Loan interest rate | 5.50% | ||||
Kaufaman And Canoles Pc Kc [Member] | Promissory Note [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Interest Rate | 0% | ||||
Convertible promissory note | $ 170,000 | ||||
Kaufaman And Canoles Pc Kc [Member] | Promissory Note [Member] | Settlement Agreement [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Convertible promissory note | $ 100,000 | ||||
Kaufaman And Canoles Pc Kc [Member] | Promissory Note [Member] | Subsequent Event [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Interest Rate | 15% | ||||
Meng Dong James Tan [Member] | Eight I Holdings Two Ptd Ltd [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Ownership percentage | 10% |
Credit facilities (Details Narr
Credit facilities (Details Narrative) - Third Parties [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Interest expense | $ 122,845 | $ 128,071 |
Weighted average interest rate | 11% | 6.30% |
Schedule of other payables and
Schedule of other payables and accrued liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |||
Accrued expenses (i) | [1] | $ 671,743 | $ 129,029 |
Accrued payroll | 730,037 | 244,591 | |
Accrued interests (ii) | [2] | 157,032 | 67,448 |
Others | 34,003 | 47,529 | |
Total other payables and accrued liabilities | $ 1,592,815 | $ 488,597 | |
[1]The balance of accrued expenses represented amount due to third parties service providers which include marketing consulting service, IT related professional service, legal, audit and accounting fees, and other miscellaneous office related expenses.[2]The balance of accrued interests represented the balance of interest payable from short-term loan – bank, private lender, and third parties (See Note 13). |
Schedule of related party balan
Schedule of related party balances (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Other receivables - related parties | $ 267,863 | $ 297,621 | |
Other payables – related parties | 1,521,945 | 3,272,311 | |
KR Hill Capital Pte Ltd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other receivables - related parties | 239 | 237 | |
Kent Ridge Medical Ptd Ltd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other receivables - related parties | 247 | 245 | |
UG Digital Sdn. Bhd. [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other receivables - related parties | 284,673 | ||
Other payables – related parties | 33,016 | ||
Janic Limited [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other receivables - related parties | 724 | 720 | |
Zukihealth SDN [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other receivables - related parties | 3,173 | ||
Jennifer Goh [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other receivables - related parties | 8,527 | ||
Fresco Investment Pte Ltd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other receivables - related parties | 46 | ||
Cadence Health Pte Ltd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other receivables - related parties | [1] | 266,653 | |
Account payable, related parties | 2,459,411 | ||
Chee Yin Meh [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payables – related parties | 122,739 | 34,512 | |
Jamie Fan Wei Zhi [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payables – related parties | 40,783 | ||
Kelvin Chen [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payables – related parties | 589,681 | 295,776 | |
Kent Ridge Health Pte Ltd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payables – related parties | 696,508 | 121,129 | |
Kent Ridge Pacific Pte Ltd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payables – related parties | 20,303 | 33,483 | |
Watermark Developments Ltd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payables – related parties | 55,945 | ||
Wilke Services Ltd [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payables – related parties | [2] | 2,746,628 | |
Mount Locke Limited [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Other payables – related parties | $ 3,753 | ||
[1]As of date of the issuance of these financial statements |
Schedule of related party trans
Schedule of related party transactions (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Revenue from related parties | $ 135 | $ 4,640 |
Cadence Health Pte Ltd [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Revenue from related parties | 135 | 4,640 |
Purchase from related parties | 491,499 | 2,349,702 |
Kent Ridge Pacific Pte Ltd [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Rental Expenses | $ 47,954 | $ 143,589 |
Schedule of reverse recapitaliz
Schedule of reverse recapitalization (Details) - shares | Nov. 17, 2022 | Jul. 25, 2022 | Jul. 31, 2021 |
Payables and Accruals [Abstract] | |||
8i ordinary shares outstanding prior to Reverse Recapitalization | 11,073,500 | ||
Less: redemption of 8i ordinary shares | (6,033,455) | ||
Conversion of 8i rights | 891,725 | ||
Shares issued to service providers | 260,000 | ||
Number of shares issued | 6,191,770 | 4,626,667 | 1,437,500 |
Schedule of warrant activities
Schedule of warrant activities (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Warrants Outstanding, Ending balance | 8,917,250 |
Warrant [Member] | |
Warrants Outstanding, Beginning balance | |
Ordinary Shares Issuable, Beginning balance | |
Weighted Average Exercise Price, Beginning balance | $ / shares | |
Warrants Outstanding, Granted | 8,917,250 |
Ordinary Shares Issuable, Granted | 4,458,625 |
Weighted Average Exercise Granted | $ / shares | $ 11.50 |
Average Remaining Contractual Life,Granted | 5 years |
Warrants Outstanding, Forfeited | |
Ordinary Shares Issuable, Forfeited | |
Warrants Outstanding, Exercised | |
Ordinary Shares Issuable, Exercised | |
Warrants Outstanding, Ending balance | 8,917,250 |
Ordinary Shares Issuable, Ending balance | 4,458,625 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 11.50 |
Average Remaining Contractual Life, | 4 years 10 months 17 days |
Schedule of earnout shares for
Schedule of earnout shares for triggering event (Details) | Nov. 17, 2022 $ / shares |
Payables and Accruals [Abstract] | |
Share price of the Company as of closing date | $ 5.21 |
Average daily return rate | 0.02% |
Daily volatility for Triggering Event 1 | 4.74% |
Daily volatility for Triggering Event 2 | 4.30% |
Risk-free rate for Triggering Event 1 | 4.75% |
Risk-free rate for Triggering Event 2 | 4.49% |
Grant Price for Trigging Event 1 | $ 15 |
Grant Price for Trigging Event 2 | $ 20 |
Schedule of components of loss
Schedule of components of loss before income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Singapore | $ (5,400,034) | $ 930,312 |
Foreign | (19,531,790) | 18,225 |
Total loss (income) before income taxes | $ (24,931,824) | $ 948,537 |
Schedule of provision for incom
Schedule of provision for income taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Current | $ 65,650 | $ 75,821 |
Deferred | (48,228) | (27,680) |
Provision for income taxes | $ 17,422 | $ 48,141 |
Schedule of effective income ta
Schedule of effective income tax rate (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Income Tax Disclosure [Abstract] | |||
Singapore statutory income tax rate | 17% | 17% | |
Tax rate difference outside Singapore | [1] | (13.30%) | 0.10% |
Taxable income below exemption threshold | 0% | (2.40%) | |
Change in valuation allowance | (2.90%) | 29.80% | |
Others | [2] | (0.90%) | (39.40%) |
Effective tax rate | (0.10%) | 5.10% | |
[1]It is due to tax rate difference of the entities incorporated in Vietnam and British Virgin Islands.[2]Others mainly consisted of income such as offshore investment income, 2021 return to provision adjustment, and COVID-19 related government grant which is non-taxable under local tax laws. |
Schedule of deferred tax assets
Schedule of deferred tax assets and liabilities (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Net operating loss carryforwards | $ 749,309 | $ 812,715 | |
Allowance for doubtful account | [1] | 33,564 | 13,736 |
Net lease liability | 823 | ||
Less: valuation allowance | (783,696) | (826,451) | |
Deferred tax assets, net | |||
Customer relationships | 49,294 | ||
Deferred tax liabilities, net | $ 49,294 | ||
[1]The valuation allowance on all deferred tax assets decreased by $ 42,755 |
Schedule of deferred tax asse_2
Schedule of deferred tax assets and liabilities (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Valuation allowance on all deferred tax assets increased | $ 42,755 |
Schedule of taxes payable (Deta
Schedule of taxes payable (Details) - USD ($) | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 |
Income Tax Disclosure [Abstract] | ||||
GST taxes payable | $ 125,695 | $ 225,095 | ||
Income taxes payable | 60,455 | 82,248 | ||
Totals | $ 186,150 | $ 307,343 |
Income taxes (Details Narrative
Income taxes (Details Narrative) | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 SGD ($) | Dec. 31, 2021 USD ($) | ||||
Foreign income tax rate | (13.30%) | [1] | (13.30%) | [1] | 0.10% | [1] |
Taxable income | $ 17,422 | $ 48,141 | ||||
Operating losses carry forward | 4,400,000 | 4,800,000 | ||||
Deferred tax assets, operating losses carry forward | 749,309 | 812,715 | ||||
Singapore Subsidiaries [Member] | ||||||
Deferred tax assets, operating losses carry forward | $ 700,000 | 800,000 | ||||
VIET NAM | ||||||
Foreign income tax rate | 20% | 20% | ||||
Operating losses carry forward | $ 18,000 | 19,000 | ||||
Deferred tax assets, operating losses carry forward | $ 4,000 | $ 4,000 | ||||
Operating losses carry forward description | The net operating losses from the Vietnam subsidiary can be carried forward for five years and expiring from the year 2025 to 2027. | The net operating losses from the Vietnam subsidiary can be carried forward for five years and expiring from the year 2025 to 2027. | ||||
MALAYSIA | ||||||
Foreign income tax rate | 24% | 24% | ||||
Operating losses carry forward | $ 15,000 | |||||
Deferred tax assets, operating losses carry forward | $ 4,000 | |||||
SINGAPORE | ||||||
Foreign income tax rate | 17% | 17% | ||||
Income tax description | The applicable tax rate is 17% in Singapore, with 75% of the first $7,255 (SGD 10,000) taxable income and 50% of the next $137,842 (SGD 190,000) taxable income are exempted from income tax. | The applicable tax rate is 17% in Singapore, with 75% of the first $7,255 (SGD 10,000) taxable income and 50% of the next $137,842 (SGD 190,000) taxable income are exempted from income tax. | ||||
SINGAPORE | 75% [Member] | ||||||
Taxable income | $ 7,255 | $ 10,000 | ||||
SINGAPORE | 50% [Member] | ||||||
Taxable income | $ 137,842 | $ 190,000 | ||||
[1]It is due to tax rate difference of the entities incorporated in Vietnam and British Virgin Islands. |
Concentrations risks (Details N
Concentrations risks (Details Narrative) | 12 Months Ended | |||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 SGD ($) | Oct. 31, 2022 USD ($) | Jul. 31, 2022 USD ($) | Jul. 31, 2021 USD ($) | |
Concentration Risk [Line Items] | ||||||
Cash balance | $ 143,024 | $ 189,996 | $ 265,852 | $ 193,546 | ||
Cash FDIC | 250,000 | |||||
Restricted cash | 641,461 | |||||
Credit Risk [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Deposits | 57,000 | $ 75,000 | ||||
Cash balance | 138,710 | 180,746 | ||||
Bank balance | 0 | 41,606 | ||||
Restricted cash | $ 391,461 | |||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 10% | 10% | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | No Vendor [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 10% | |||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Vendor [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 37.30% | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 10% | 10% | ||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | One Vendor [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 87.20% | |||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor One [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 27.90% | |||||
Accounts Payable [Member] | Customer Concentration Risk [Member] | Vendor Two [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 12.10% |
Schedule of operating and finan
Schedule of operating and finance lease expenses (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Amortization of leased asset | $ 7,948 | $ 8,153 |
Total lease expenses | 236,669 | 216,191 |
General and Administrative Expense [Member] | ||
Lease expenses | 114,390 | 62,810 |
Lease expenses - short-term | 113,055 | 143,589 |
Amortization of leased asset | 7,948 | 8,153 |
Interest Expense [Member] | ||
Interest on lease liabilities | $ 1,276 | $ 1,639 |
Schedule of weighted average re
Schedule of weighted average remaining term and discount rate (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases | ||
Operating lease, weighted-average remaining term | 8 months 8 days | 1 year 3 months |
Finance leases, weighted-average remaining term | 2 years 3 days | 3 years |
Operating lease, weighted-average discount rate | 5.25% | 5.25% |
Finance leases, weighted-average discount rate | 5.25% | 5.25% |
Schedule of future minimum leas
Schedule of future minimum lease payments (Details) | Dec. 31, 2022 USD ($) |
Leases | |
Operating lease payments, 2023 | $ 81,522 |
Finance lease payments, 2023 | 8,151 |
Total 2023 | 89,673 |
Operating lease payments, 2024 | |
Finance lease payments, 2024 | 15,614 |
Total 2024 | 15,614 |
Total Operating lease payments | 81,522 |
Total Finance lease payments | 23,765 |
Total lease payments | 105,287 |
Total Operating lease payments, discount | (1,563) |
Total Finance lease payments, discount | (1,564) |
Total lease payments | (3,127) |
Present value of lease liabilities, operating lease payments | 79,959 |
Present value of lease liabilities, finance lease payments | 22,201 |
Total lease payments | $ 102,160 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
Leases | |||
Effective interest rate | 5.25% | ||
Operating lease term | 8 months 8 days | 1 year 3 months | |
Finance lease term | 2 years 3 days | 3 years | |
Short term lease payments | $ 25,075 |
Schedule of segment reporting i
Schedule of segment reporting information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Oct. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | ||||||
Loss from operations | $ (298,331) | $ (45,587) | $ (8,377) | $ (12,057,771) | $ (1,985,750) | $ (1,228,227) |
Income (loss) before income taxes | (24,931,824) | 948,537 | ||||
Net income (loss) | $ 201,012 | $ (45,587) | $ (8,377) | (24,949,246) | $ (1,762,838) | 900,396 |
Medical Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 6,076,414 | 5,986,030 | ||||
Loss from operations | (2,463,593) | (1,186,885) | ||||
Income (loss) before income taxes | (2,613,615) | (1,239,438) | ||||
Net income (loss) | (2,651,826) | (1,241,091) | ||||
Property Management Services [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 3,764,295 | 4,558,520 | ||||
Loss from operations | (2,991,371) | (41,342) | ||||
Income (loss) before income taxes | (2,800,755) | 2,187,975 | ||||
Net income (loss) | (2,779,966) | 2,141,487 | ||||
Consolidated [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 9,840,709 | 10,544,550 | ||||
Loss from operations | (5,454,964) | (1,228,227) | ||||
Income (loss) before income taxes | (5,414,370) | 948,537 | ||||
Net income (loss) | $ (5,431,792) | $ 900,396 |
Schedule of consolidated statem
Schedule of consolidated statement of operation and comprehensive income (loss) net loss before income taxes (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||||
Segment loss before income tax | $ 5,414,370 | |||
Change in fair value of prepaid forward purchase liabilities | (12,911,503) | |||
Earnout share payment | (5,199,629) | |||
Other corporate expenses | (1,406,322) | |||
(LOSS) INCOME BEFORE INCOME TAXES | $ (24,931,824) | $ 948,537 |
Segment information (Details Na
Segment information (Details Narrative) - USD ($) | Dec. 31, 2022 | Oct. 31, 2022 | Jul. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2021 |
Segment Reporting Information [Line Items] | |||||
Total assets | $ 25,629,040 | $ 87,268,713 | $ 86,775,601 | $ 7,999,028 | $ 428,920 |
Medical Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 2,176,405 | 1,478,872 | |||
Property Management Services [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | 335,068 | $ 6,412,439 | |||
Corporate Segment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Total assets | $ 23,117,567 |