| Summary of significant accounting policies | Note
3 – Summary of significant accounting policies Basis
of presentation The
accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities
Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements as of March 31, 2023 and for the three
months ended March 31, 2023 reflect all adjustments (consisting of only normal recurring adjustments) considered necessary to present
fairly the financial position, results of operations and cash flow for such interim periods. The results of operations for the three
months ended March 31, 2023 are not necessarily indicative of results to be expected for the full year of 2023. Certain information and
footnote disclosures normally included in the consolidated financial statements prepared in conformity with U.S. GAAP have been condensed
or omitted pursuant to such rules and regulations. Accordingly, these unaudited condensed consolidated financial statements should be
read in conjunction with the Company’s audited financial statements and the notes thereto, included in the Form 10-K for the fiscal
year ended December 31, 2022, which was filed with the SEC on June 28, 2023. Principles
of consolidation The
unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions
and balances among the Company and its subsidiaries have been eliminated upon consolidation. A
subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power
to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast
a majority of votes at the meeting of directors. Use
of estimates The
preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of
the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods
presented. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include
lease classification and liabilities, right-of-use assets, determinations of the useful lives and valuation of long-lived assets, estimates
of allowances for doubtful accounts, estimates of impairment of long-lived assets, valuation of deferred tax assets, other provisions
and contingencies, estimated fair value of earn-out shares, prepaid forward purchase liability and private warrants. Actual results could
differ from these estimates. 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 unaudited condensed consolidated balance sheets and unaudited condensed
consolidated statements of operations and comprehensive income (loss). Cash flows related to transactions with non-controlling interests
are presented under financing activities in the unaudited condensed consolidated statements of cash flows. Segment
reporting The
Company’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 15. 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 March 31, 2023, such restriction has been lifted
and the remaining cash held in bank account has transfer to the Company’s operating bank account. 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 customers. The carrying value of accounts receivable is reduced by an allowance
that reflects the Company’s best estimate of the amounts that will not be collected. An allowance for doubtful accounts is recorded
in the period when a loss is probable based on an assessment of specific evidence indicating collection is unlikely, historical bad debt
rates, accounts aging, financial conditions of the customer and industry trends. Starting from January 1, 2023, the Company adopted ASU
No.2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”
(“ASC Topic 326”). The Company used a modified retrospective approach, and the adoption does not have an impact on our unaudited
condensed consolidated financial statements. 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 March 31, 2023 and December 31, 2022, the Company provided allowance for doubtful accounts of $ 234,827
and $ 197,438 ,
respectively. For the three months ended March 31, 2023 and 2022, the Company did not write off any account receivable. 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
evaluates past events and current conditions 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 March 31, 2023 and December 31, 2022, no
allowance for credit losses related to
prepaid expenses was recorded. 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
years
Medical
equipment 3
years
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 unaudited condensed consolidated statements of operations and comprehensive income (loss). Expenditures for maintenance
and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life
of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances
warrant revised estimates of useful lives. The
Company reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. An asset is considered impaired if its carrying amount exceeds the future net undiscounted cash flows
that the asset is expected to generate. If such asset is considered to be impaired, the impairment recognized is the amount by which
the carrying amount of the asset, if any, exceeds its fair value determined using a discounted cash flow model. For the three months
ended March 31, 2023 and 2022, there was no
impairment of property and equipment recognized. 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.
For the three months ended March 31, 2023 and 2022, the Company did no t
recognize any impairment of long-lived assets. 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 amounted to $ 21,892,527
as of March 31, 2023 and December 31,
2022 to account for the prepayment amount of the forward purchase agreement, as discussed in Note 7. The prepayment amount will be held
in a deposit account until the valuation date (the second anniversary of the closing of the Business Combination, subject to certain
acceleration provisions). At the Maturity Date, the Sellers are entitled to received $ 2.50
per Recycled Shares (“Maturity Consideration”)
in cash or in shares. As of March 31, 2023, no shares were sold after Closing. In
connection with the forward purchase agreement, the Company recognized prepaid forward purchase liabilities in accordance with ASC 480-10-25-8
as the Company has the obligation to pay cash to settle the maturity consideration. As of March 31, 2023 and December 31, 2022, prepaid
forward purchase liabilities were amounted to $ 20,853,545
and $ 20,321,053 ,
respectively. Refer to Note 7 for further detail. 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. Revenue is recognized in an amount that
reflects the consideration that is expected in exchange for the service at a point in time at the time of the visit. In addition, the
Company’s contracts do not generally contain refund provisions for fees earned related to services performed. 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 March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022, the Company did not have any contract liability. Disaggregated
information of revenues by products/services are as follows: Schedule
of revenue
For the Three Months Ended
March
31, 2023 March
31, 2022
(Unaudited) (Unaudited)
Medical services – specialty cares $ 791,711 $ 1,496,211
Medical services – general practices - 60,888
Medical services – general practices (related parties) - 135
Medical services – subtotal 791,711 1,557,234
Product sales - 7,238
Property management services – common area management 668,827 817,698
Property management services – security 238,196 284,693
Property management services 907,023 1,102,391
Total revenues $ 1,698,734 $ 2,666,863 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 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
For the Three Months Ended
March
31, 2023 March
31, 2022
(Unaudited) (Unaudited)
Medical services – specialty cares $ 607,386 $ 43,432
Medical services – specialty cares (related party) - 493,843
Medical services – general practices - 15,360
Medical services – subtotal 607,386 552,635
Product sales - 9,255
Property management services – common area management 496,724 601,457
Property management services – security 191,026 232,270
Property management services 687,750 833,727
Total cost of revenues $ 1,295,136 $ 1,395,617 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 $ 137,791
and $ 136,159
for the three months ended March 31, 2023
and 2022, respectively. 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
(SGD
11.25 ) . Vietnam
subsidiary -
Social Insurance Fund (“SIF”) – 20%
based on employee’s monthly salary ; -
Trade Union Fee – 2.00 %
of SIF 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 unaudited condensed consolidated financial statements and the corresponding tax basis. In principle,
deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that
it is probable that taxable income will be utilized with prior net operating loss carried forwards using tax rates that are expected
to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement,
except when it is related to items credited or charged directly to equity. Deferred tax assets are reduced by a valuation allowance when,
in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be utilized. Current
income taxes are provided for in accordance with the laws of the relevant tax authorities. An
uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that
is greater than 50%
likely of being realized on examination .
For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred
related to underpayment of income tax for the three months ended March 31, 2023 and 2022. As of March 31, 2023, 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
unaudited condensed consolidated statement of operations. Accrued interest and penalties are included on the related tax liability line
in the unaudited condensed consolidated balance sheet. 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
basic and diluted earnings per share
2023 2022
For
the Three Months Ended March
31,
2023 2022
(Unaudited) (Unaudited)
Numerator
Net (loss) income $ (2,413,238 ) $ 224,994
Less: Net income attributable to noncontrolling interest 1,407 2,409
Net (loss)/income attributable to common shareholders, basic $ (2,414,465 ) $ 222,585
Denominator
Weighted average number of shares outstanding, basic and diluted 20,191,770 9,253,333
(Loss)/Earnings per share, basic and diluted $ (0.12 ) $ 0.02
Earnings per share, basic $ (0.12 ) $ 0.02 As
of March 31, 2023, the Company had dilutive securities from the outstanding convertible notes and warrants are convertible into 1,411,725
and 4,458,625
of the Company’s ordinary shares,
respectively, were not included in the computation of dilutive loss per share because the inclusion of such convertible notes and warrants
would be anti-dilutive. Fair
value measurements Fair
value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between
market participants at the measurement date. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable
inputs. When determining the fair value measurements for assets and liabilities, we consider the principal or most advantageous market
in which it would transact and considers assumptions that market participants would use when pricing the asset or liability. The following
summarizes the three levels of inputs required to measure fair value, of which the first two are considered observable and the third
is considered unobservable: Level
1 - Unadjusted quoted prices in active markets for identical assets or liabilities. Level
2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that
are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term
of the assets or liabilities. Level
3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or
liabilities. 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, 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 March 31, 2023 and December 31, 2022: Schedule of
fair value hierarchy of financial liability
Carrying Value at Fair
Value Measurement at March
31, 2023
March
31, 2023 Level 1 Level 2 Level 3
(Unaudited)
Prepaid forward purchase liabilities $ 20,853,545 $ - $ - $ 20,853,545
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 three months ended March 31, 2023 and for the year ended December 31, 2022: Schedule of
reconciliation of financial liability measured at fair value on a recurring basis
Prepaid
forward purchase
liabilities
Beginning balance as of November 17, 2022 $ 7,409,550
Change in fair value of prepaid forward purchase liabilities 12,911,503
Balance as of December 31, 2022 $ 20,321,053
Change in fair value of prepaid forward purchase liabilities 532,492
Balance as of March 31, 2023 (unaudited) $ 20,853,545 Leases The
Company accounts for leases in accordance with ASC 842. The Company entered into two agreements as a lessee to lease office equipment
for general and administrative operations. If any of the following criteria are met, the Company classifies the lease as a finance lease:
● The
lease transfers ownership of the underlying asset to the lessee by the end of the lease term;
● The
lease grants the lessee an option to purchase the underlying asset that the Company is reasonably
certain to exercise;
● The
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, | 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. |
