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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number: 001-40678
(Exact Name of Registrant as Specified in its Charter)
60 Kaki Bukit Place, #03-01 Eunos Techpark, Singapore 415979
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: +65 6327 1110
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐
EUDA Health Holdings Limited (the “Company”) is furnishing under the cover of Form 6-K its financial results for the six months ended June 30, 2026.
Exhibits
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Dated: September 29, 2026 | ||
| EUDA Health Holdings Limited | ||
| By: | /s/ Alfred Lim | |
| Name: | Alfred Lim | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Crypto assets | ||||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Other receivables | ||||||||
| Other receivable, related party | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| PROPERTY AND EQUIPMENT, NET | ||||||||
| OTHER ASSETS | ||||||||
| Prepaid expenses - non-current | ||||||||
| Intangible assets, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Finance lease right-of-use assets | ||||||||
| Total Other Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| CURRENT LIABILITIES | ||||||||
| Short term loans - private lenders | $ | $ | ||||||
| Short term loans - related parties | ||||||||
| Convertible notes | ||||||||
| Convertible notes - related parties | ||||||||
| Accounts payable | ||||||||
| Other payables and accrued liabilities | ||||||||
| Other payables - related parties | ||||||||
| Customer deposits | ||||||||
| Warrants liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Finance lease liabilities | ||||||||
| Taxes payable | ||||||||
| Total Current Liabilities | ||||||||
| OTHER LIABILITIES | ||||||||
| Deferred tax liabilities | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Finance lease liabilities - non-current | ||||||||
| Total Other Liabilities | ||||||||
| Total Liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Ordinary shares, par value, shares authorized, shares and shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively* | |
|
|
|
|
|
|
|
| Accumulated deficit | ( |
) | ( |
) | ||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||||
| Total Euda Health Holdings Limited Shareholders’ Equity (Deficit) | ( |
) | ||||||
| Noncontrolling interests | ( |
) | ( |
) | ||||
| Total Shareholders’ Equity (Deficit) | ( |
) | ||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
| For the Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| REVENUES | ||||||||
| Property management services | $ | $ | ||||||
| Holistic wellness consumer products and services | ||||||||
| Others | ||||||||
| Total Revenues | ||||||||
| COST OF REVENUES | ||||||||
| Property management services | ||||||||
| Holistic wellness consumer products and services | ||||||||
| Total Cost of Revenues | ||||||||
| GROSS PROFIT | ||||||||
| OPERATING EXPENSES: | ||||||||
| Selling | ||||||||
| General and administrative | ||||||||
| Research and development | ||||||||
| Total Operating Expenses | ||||||||
| LOSS FROM OPERATIONS | ( |
) | ( |
) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest expense, net | ( |
) | ( |
) | ||||
| Other expense, net | ( |
) | ( |
) | ||||
| Total Other Expense, net | ( |
) | ( |
) | ||||
| LOSS BEFORE INCOME TAXES | ( |
) | ( |
) | ||||
| INCOME TAXES BENEFIT | ( |
) | ( |
) | ||||
| NET LOSS | $ | ( |
) | $ | ( |
) | ||
| Less: Net (loss) income attributable to noncontrolling interest | ( |
) | ||||||
| NET LOSS ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMITED | $ | ( |
) | $ | ( |
) | ||
| NET LOSS | $ | ( |
) | $ | ( |
) | ||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENT | ( |
) | ||||||
| TOTAL COMPREHENSIVE LOSS | ( |
) | ( |
) | ||||
| Less: Comprehensive (loss) income attributable to noncontrolling interest | ( |
) | ||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO EUDA HEALTH HOLDINGS LIMITED | $ | ( |
) | $ | ( |
) | ||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES* | ||||||||
| Basic and diluted* | ||||||||
| LOSS PER SHARE | ||||||||
| Basic and diluted | $ | ) | $ | ) | ||||
| Total | $ | ) | $ | ) | ||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGE IN SHAREHOLDERS’ EQUITY (DEFICIT)
| Ordinary shares | Accumulated |
Accumulated other comprehensive |
Noncontrolling | |||||||||||||||||||||
| Shares* | Capital | deficit | loss | interest | Total | |||||||||||||||||||
| BALANCE, December 31, 2024 | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||||||
| Issuance of ordinary shares upon conversion of convertible notes | ||||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( |
) | |||||||||||||||||||||
| BALANCE, June 30, 2025 (Unaudited) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||
| Ordinary shares | Accumulated |
Accumulated other comprehensive |
Noncontrolling | |||||||||||||||||||||
| Shares* | Capital | deficit | loss | interest | Total | |||||||||||||||||||
| BALANCE, December 31, 2025 | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | |||||||||||
| Net loss | - | ( |
) | ( |
) | ( |
) | |||||||||||||||||
| Issuance of ordinary shares through register direct offering | ||||||||||||||||||||||||
| Share cancellation | ( |
) | ||||||||||||||||||||||
| Issuance of ordinary shares in exchange for crypto assets | ||||||||||||||||||||||||
| Ordinary shares round up in accordance with reverse stock split. | ||||||||||||||||||||||||
| Foreign currency translation adjustments | - | ( |
) | ( |
) | |||||||||||||||||||
| BALANCE, June 30, 2026 (Unaudited) | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | |||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Six Months Ended | ||||||||
| June 30, | June 30, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FOR OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of operating right-of-use asset | ||||||||
| Amortization of finance right-of-use assets | ||||||||
| Provision for credit losses | ||||||||
| Deferred taxes benefits | ( |
) | ( |
) | ||||
| Change in operating assets and liabilities | ||||||||
| Accounts receivable | ( |
) | ( |
) | ||||
| Other receivables | ( |
) | ||||||
| Inventories, net | ( |
) | ||||||
| Prepaid expenses and other current assets | ( |
) | ||||||
| Accounts payable | ||||||||
| Other payables and accrued liabilities | ||||||||
| Customer deposits | ( |
) | ||||||
| Taxes payable | ( |
) | ||||||
| Operating lease liability | ( |
) | ( |
) | ||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| CASH FLOWS FOR INVESTING ACTIVITIES: | ||||||||
| Purchases of crypto assets | ( |
) | ||||||
| Purchases of equipment | ( |
) | ||||||
| Purchases of intangible assets | ( |
) | ||||||
| Net cash used in investing activities | ( |
) | ( |
) | ||||
| CASH FLOWS FOR FINANCING ACTIVITIES: | ||||||||
| Repurchased of warrant | ( |
) | ||||||
| Repayments of convertible note | ( |
) | ||||||
| Proceeds received from issuance of ordinary shares through register direct offering | ||||||||
| Proceeds from short-term loans - private lenders | ||||||||
| Repayments to short-term loans - private lenders | ( |
) | ( |
) | ||||
| Proceeds received from short-term loans - related parties | ||||||||
| Repayments to short-term loans - related parties | ( |
) | ||||||
| Advance from other payables - related parties | ||||||||
| Payment of finance lease liabilities | ( |
) | ( |
) | ||||
| Net cash provided by financing activities | ||||||||
| EFFECT OF EXCHANGE RATE CHANGES | ( |
) | ||||||
| NET CHANGE IN CASH and CASH EQUIVALENTS | ( |
) | ||||||
| CASH and CASH EQUIVALENTS, beginning of the period | ||||||||
| CASH and CASH EQUIVALENTS, end of the period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Initial recognition of operating right-of-use assets and lease liabilities | $ | $ | ||||||
| Initial recognition of financing right-of-use assets and lease liabilities | $ | $ | ||||||
| Derecognition of financing right-of-use assets and lease liabilities upon leases termination | $ | $ | ||||||
| Issuance of ordinary shares upon conversion of convertible notes | $ | $ | ||||||
| Issuance of ordinary shares in exchange for crypto assets | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 1– Nature of business and organization
EUDA Health Holdings Limited, which until November 17, 2022 was known as 8i Acquisition 2 Corp. (the “Company”, “EUDA” or “8i”) is a company incorporated on January 21, 2021, under the laws of the British Virgin Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Initial Business Combination”).
On November 17, 2022 (the “Closing Date”), EUDA Health Holdings Limited, a British Virgin Islands business company (formerly known as 8i Acquisition 2 Corp.) (the “Company”), consummated the business combination contemplated by the Share Purchase Agreement (the “SPA”) between 8i Acquisition 2 Corp., a BVI business company (“8i”), EUDA Health Limited, a British Virgin Islands business company (“EHL”), Watermark Developments Limited, a British Virgin Islands business company (“Watermark” or the “Seller”), and Kwong Yeow Liew, dated April 11, 2022 and amended May 30, 2022, June 10, 2022, and September 7, 2022. As contemplated by the SPA, a business combination between 8i and EHL was effected by the purchase by 8i of all of the issued and outstanding shares of EHL from the Seller (the “Share Purchase”), resulting in EHL becoming a wholly owned subsidiary of 8i. In addition, in connection with the consummation of the Share Purchase, 8i changed its name to “EUDA Health Holdings Limited.” The Company is an “emerging growth company”, as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
The Company, through its subsidiaries, operates in two business segments focused on property management services, providing services to shopping malls, office buildings, residential apartments; and after the discontinuation of its medical service operation in September 2023, holistic wellness consumer products and services. The streamlining of the Company’s medical services practice was accounted for as a discontinued operation because it represented a strategic shift that had a major effect on the Company’s operations and financial results in accordance with ASC 205-20-45. Accordingly, assets, liabilities, results of operations, and cash flows related to its medical service practice have been reflected in the accompanying consolidated financial statements as discontinued operation for all periods presented. In 2025, the Company has further expanded to provide non-invasive healthcare products and services in Asia, with a focus on Singapore, Malaysia, and China. The unaudited condensed consolidated balance sheets as of June 30, 2026 and audited consolidated balance sheets as of December 31, 2025, unaudited condensed consolidated statements of operations and comprehensive income (loss) and unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2026 and 2025 have been adjusted to reflect this change (see Note 4).
Acquisition of Fortress Cove Limited
On May 6, 2024, the Company entered into a share purchase agreement (“Share Purchase Agreement”) with certain persons named therein for the acquisition of all outstanding shares of Fortress Cove Limited (“Fortress Cove”), a British Virgin Islands company which is the sole legal and beneficial owner of the entire share capital of CK Health Plus Sdn Bhd, a Malaysian company (“CKHP”) in the direct sale business of holistic wellness consumer products and services in Malaysia. Pursuant to the Share Purchase Agreement, EUDA has agreed to acquire the entire issued capital of Fortress Cove for an aggregate consideration of newly issued ordinary shares (“Consideration Shares”), valued at approximately $ million based upon the enterprise fair value of CKHP appraised by an independent third-party valuation firm. The acquisition closed on May 8, 2024 (see Note 5).
On July 1, 2024, Meng Dong (James) Tan, Guohui Zhang, Xin Zhang, Yew Phang Chong, and Yew Yen Chong (the “Surrendering Shareholders”) entered into a share surrender deed with the Company. Pursuant to this agreement, the Company determined that the number of Consideration Shares that should have been issued to the Surrendering Shareholders was in aggregate, based on the $ per share price, which was the closing bid price quoted on The Nasdaq Stock Market on May 7, 2024, the date immediately preceding the completion date. The Surrendering Shareholders agreed to surrender an aggregate of fully paid Consideration Shares to the Company for no consideration, subject to the terms of the deed.
Collaboration Agreement with Key Lock – April 2025
On April 22, 2025, CK Health entered into a collaboration agreement with Guangdong Key Lock Health Management Co., Ltd. (“Key Lock”), an authorized distributor of Guangdong Cell Biotech Co. Ltd. (“Guangdong Cell Biotech”), a prominent player in stem cell therapies and regenerative medicine, that develops autologous cell treatments and tailored medicines for various disorders. It currently has 37 established stem cell and DNA medical treatment facilities in China and presence in Indonesia and Cambodia. Pursuant to the terms of a distribution agreement between Guangdong Cell Biotech and Key Lock dated April 21, 2025, Key Lock is responsible for promoting and selling Guangdong Cell Biotech’s stem cell therapy packages, managing sales, market development and customer support. Pursuant to the collaboration agreement between CK Health and Key Lock, CK Health will purchase from Key Lock certain stem cell therapy services offered by Guangdong Cell Biotech at certain pre-determined prices and market and sell these services in Singapore and Malaysia; and Key Lock will use its commercial endeavours to ensure proper stem cell therapy services received by EUDA customers at one of Guangdong Cell Biotech’s treatment centers in China. This collaboration agreement is terminable by either party with one month’s notice of termination.
Exclusive Distribution Agreement with Chemokine – August 2025
Chemokine Pte. Ltd. (“Chemokine”) is a Singapore-based biotech company focused on molecular supplements and gene modulating formulations. On July 4, 2025, EUDA entered into an exclusive distribution agreement with Chemokine pursuant to which EUDA has secured the exclusive worldwide distribution rights for a next-generation immune health supplement under the brand name, “EUDA Helixé” in Singapore, Malaysia, and China, developed by Chemokine. In June 2026, EUDA expanded the offering of the EUDA Helixé product line with the launch of the EUDA Regenixé iPSC-derived Skin Stem Cell Secretome Mask (“Regenixé Mask”), a beauty product developed by Chemokine.
Non-exclusive Distribution Agreement with QB Limited – April 2026
Shenzhen Inno Immune Co., Ltd. (“Shenzhen Inno”) is a developer of autologous cellular therapies in China. On April 27, 2026, EUDA entered into a non-exclusive distribution agreement with QB Limited, one of the authorized distributors of Shenzhen Inno, pursuant to which EUDA has obtained the non-exclusive worldwide right to market and sell selected immunotherapies developed and provided by Shenzhen Inno to EUDA’s customers through its subsidiary CK Health. These treatments will be conducted by Shenzhen Inno in its clinic in Shenzhen, China.]
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The accompanying unaudited condensed consolidated financial statements reflect the activities of EUDA and each of the following entities:
| Name | Background | Ownership | |||
| ● | A British Virgin Islands company |
|
|||
| ● | Incorporated
on |
||||
| ● | A holding Company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Multi-care specialty group offering range of specialty care services to patients. | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A digital health company that provides a platform to serve the healthcare industry | ||||
| ● | A Vietnam company | ||||
| ● | Incorporated
on |
||||
| ● | A Research and Development Company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated |
||||
| ● | Incorporated |
||||
| ● | A platform solution for doctors and physicians to find, connect, and collaborate with trusted peers, specialists, and other professionals | ||||
| ● | Operation has not been commenced | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A B2B2C pharmaceutical and OTC drugs e-commerce platform to promote its drug products | ||||
| ● | Operation has not been commenced | ||||
| ● | A British Virgin Islands company | ||||
| ● | Incorporated
on |
||||
| ● | A holding company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A holding company | ||||
| ● | A British Virgin Islands company |
|
|||
| ● | Incorporated
on |
||||
| ● | A holding company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Registered
capital of RMB |
||||
| ● | A holding company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Property management service that services shopping malls, business office building, or residential apartments | ||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Property security service that services shopping malls, business office building, or residential apartments | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A holding company | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A virtual personal training platform for fitness enthusiasts | ||||
| ● | Operation has not been commenced | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | A B2B e-claims healthcare insurance platform | ||||
| ● | Operation has not been commenced | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Development of software and applications | ||||
| ● | Operation has not been commenced | ||||
| ● | A Malaysian company | ||||
| ● | Incorporated
on |
||||
| ● | Distribution of health care supplement products | ||||
| ● | Operation has not been commenced | ||||
| ● | A Singapore company | ||||
| ● | Incorporated
on |
||||
| ● | Management consultancy services for healthcare organization | ||||
| ● | British Virgin Islands company | ||||
| ● | Incorporated
on |
||||
| ● | A holding company | ||||
| ● | A Malaysian company | ||||
| ● | Incorporated
on |
||||
| ● | Direct sale of holistic wellness consumer products and services in Malaysia | ||||
| ● | British Virgin Islands company | ||||
| ● | A holding company | ||||
| ● | A Hong Kong company | ||||
| ● | Incorporated
on |
||||
| ● | Operation has not been commenced | ||||
| ● | A PRC limited liability company | ||||
| ● | Incorporated
on |
||||
| ● | Operation has not been commenced |
| (1) | |
| (2) |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| (3) | |
| (4) | |
| (5) | |
| (6) | |
| (7) | |
| (8) |
Note 2 – Going concern
In
assessing the Company’s going concern, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure
commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure
obligations. Debt financing in the form of short-term borrowings from private lenders, third parties and related parties and cash generated
from operations have been utilized to finance the working capital requirements of the Company. As of June 30, 2026, the Company’s
working capital was approximately $
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
If the Company is unable to generate sufficient funds to finance the working capital requirements of the Company within the normal operating cycle of a twelve-month period from the date of these financial statements are issued, the Company may have to consider supplementing its available sources of funds through the following sources:
| ● | other available sources of financing from Singapore banks and other financial institutions or private lender; |
| ● | equity financing. |
The Company can make no assurances that required financing will be available for the amounts needed, or on terms commercially acceptable to the Company, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on the Company and would materially adversely affect its ability to continue as a going concern.
The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Management is trying to alleviate the going concern risk by securing various financing resources, including but not limited to borrowing from the Company’s shareholders and certain of their affiliates, as well as the possibility of raising funds through a future public offering thereby, enabling the Company to meet its liabilities as and when required for the next twelve months. Accordingly, the consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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 June 30, 2026, and for the six months ended June 30, 2026 and 2025 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 six months ended June 30, 2026 are not necessarily indicative of results to be expected for the full year of 2026. 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 20-F for the fiscal year ended December 31, 2025, filed with the SEC on April 29, 2026.
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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Use of estimates
The preparation of 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, fair value of the identifiable intangible assets through assets acquisition, estimate of the useful life of the intangible assets, estimates of allowances for credit losses, 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.
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 unaudited condensed 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, Malaysia, Hong Kong and China conduct its businesses and maintain its books and records in the local currency, Singapore Dollars (“SGD”), Malaysian Ringgits (“MYR”), Hong Kong Dollar (“HKD”) and Chinese Renminbi (“RMB”), as their 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”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income (loss) within the statements of shareholders’ equity (deficit). Cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets.
Translation of foreign currencies into US$1 have been made at the following exchange rates for the respective periods:
|
As of June 30, 2026 |
As of December 31, 2025 |
|||||||
| Period-end SGD: US$1 exchange rate | ||||||||
| Period-end MYR: US$1 exchange rate | ||||||||
| Period-end HKD: US$1 exchange rate | ||||||||
| Period-end RMB: US$1 exchange rate | ||||||||
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Period-average SGD: US$1 exchange rate | ||||||||
| Period-average MYR: US$1 exchange rate | ||||||||
| Period-average HKD: US$1 exchange rate | ||||||||
| Period-average RMB: US$1 exchange rate | ||||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 uses the management approach in determining its operating segments. The management approach considers the internal reporting used by the Company’s chief operating decision maker (“CODM”). The Company’s CODM has been designated as the Chief Executive Officer (“CEO”) who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the Company.
As described in Note 4, in September 2023, the Board resolved on the plan to streamline its medical services practice, which business was carried through subsidiaries of KRHSG, EUDA PL, ZKTV PL, SEMA, ED PL, KR Hill PL, ZKT PL, KR Digital, and Zukihealth, as the Company transitioned its business to other medical service fields. The streamlining of the Company’s medical services practice was accounted for as a discontinued operation because it represented a strategic shift that had a major effect on the Company’s unaudited condensed consolidated financial statements in accordance with ASC 205-20-45.
On
May 6, 2024, the Company has acquired 100% equity interest in Fortress Cove and its subsidiary CKHP, whose business operation
relates to sales of holistic wellness consumer products and services in Malaysia. Upon the completion of the streamlining of its
medical service practice and acquisition of Fortress Cove and its subsidiary, the Company reorganized its business to have
Acquisitions of assets
The Company applies the definition of a business in ASC 805, Business Combinations, to determine whether it is acquiring a business or a group of assets. When an acquired group of assets does not constitute a business, the transaction is accounted for as an asset acquisition. The cost of assets acquired and liabilities assumed in asset acquisitions is allocated based upon relative fair value. In the event that the cost of the asset acquisition exceed the fair value of the individual assets acquired and liabilities assumed, any excess cost over fair value should generally be allocated to the acquired assets on a relative fair value basis. This may result in certain assets being recognized in excess of their fair values, as measured in accordance with ASC 820.
Cash and cash equivalents
Cash and cash equivalents 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.
Crypto assets
The Company’s crypto assets primarily consist of QB Tokens, which are intended to be used solely for utility purposes within EUDA’s new digital health and rewards platform ecosystem which has yet to be launched at the time of this report. The Company has ownership and control of its crypto assets, which are maintained in Company-controlled digital wallets.
The Company’s crypto assets meet the criteria for accounting under ASC 350-60, Intangibles—Goodwill and Other—Crypto Assets (“ASC 350-60”). Crypto assets are initially measured based on the nature of the transaction through which the assets are acquired.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Subsequent to initial recognition, crypto assets are measured at fair value, with gains and losses resulting from changes in fair value recognized in net income (loss). The Company determines the fair value of its crypto assets at each reporting date in accordance with ASC 820, Fair Value Measurement..
Accounts receivable, net
Accounts receivable, net 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 credit losses 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.
The
Company’s accounts receivable and other receivables are within the scope of ASC Topic 326. To estimate expected credit losses,
the Company has identified the relevant risk characteristics of the receivables which include size and nature. Receivables with similar
risk characteristics have been grouped into pools. For each pool, the Company considers the past collection experience, current economic
conditions and future economic conditions (external data and macroeconomic factors). This is assessed at each quarter based on the Company’s
specific facts and circumstances. There have been no significant changes in the assumptions since adoption. 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. Allowance
for credit losses amounted to $
Inventories, net
Inventories
consist of finished goods and are stated at the lower of cost or net realizable value using the moving average unit cost method. Management
reviews inventory on hand periodically for estimated obsolescence or unmarketable items, as compared to future demand requirements and
the shelf life of the various products. Based on the review, the Company records inventory write-downs, when necessary, when costs exceed
expected net realizable value. As of June 30, 2026 and December 31, 2025, $
Other receivables
Other
receivables primarily include receivables from 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. As of June 30, 2026 and December 31, 2025, $
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 June 30, 2026 and December 31, 2025,
Long-term investment
As
of June 30, 2026 and December 31, 2025, the Company holds
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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:
| Expected useful lives | ||
| Office equipment | ||
| Leasehold improvement |
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 six months ended
June 30, 2026 and 2025, there was
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:
| Categories | Useful life | |
| Distribution rights | ||
| Software |
The Company amortizes intangible assets in accordance with ASC Topic 350, ‘Intangibles - Goodwill and Other.’ Distribution rights are amortized based on the pattern in which the economic benefits are consumed, while software is amortized on a straight-line basis over its expected useful life.
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.
Impairment for long-lived assets
In
accordance with ASC 360-10, Long-lived assets, including property and equipment, intangible assets with finite lives, goodwill and right
of use assets 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 six months ended June 30, 2026 and 2025, the Company recognized
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 then outstanding public and private warrants 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.
Convertible notes and derivative liabilities
The Company accounts for convertible notes in accordance with ASC 470, Debt, and ASC 815, Derivatives and Hedging. Convertible notes that contain embedded features—such as conversion rights, bonus shares, top-up shares, or other contingent settlement provisions—are evaluated to determine whether the features require bifurcation and separate accounting. Embedded features that are not clearly and closely related to the host instrument and do not qualify for equity classification are accounted for as derivative liabilities. These derivative liabilities are measured at fair value upon initial recognition and remeasured at each reporting date, with changes in fair value recognized in the unaudited condensed consolidated statements of operations and comprehensive income (loss) until the instruments are settled.
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.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 the revenue stream is as follows:
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 June 30, 2026 and December 31, 2025, the Company did
The
Company recognized advance payments from its customers prior to revenue recognition as contract liability until the revenue recognition
performance obligation are met. As of June 30, 2026 and December 31, 2025, the Company did
Sales of holistic wellness consumer products
- Performance obligations satisfied at a point in time
The Company derives its revenues from sales contracts with its customers with revenues being recognized when control of the holistic wellness consumer products are transferred to its customer at the Company’s office or shipment of the goods. The revenue is recorded net of estimated discounts and return allowances. Historically, there were insignificant sales returns.
Wellness therapies service
- Performance obligations satisfied at a point in time
The Company carries out its Wellness Therapies services, offering prepaid therapy session packages to customers. The primary performance obligation is providing individual therapy sessions. Each therapy session is considered a separate and distinct performance obligation that provides immediate benefit to the customer upon completion. The total transaction price is allocated evenly across each therapy session based on their relative standalone selling prices. Revenues are recognized at a point in time upon the completion of each individual therapy session. If a customer does not fully utilize all prepaid sessions by the expiration of the package, the Company is entitled to retain any remaining consideration, and the unredeemed balance is recognized as revenue upon the package’s expiration.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Stem cell treatment services
- Performance obligations satisfied at a point in time
The Company enters into arrangements with customers to facilitate access to stem cell treatment services provided by third-party medical providers in China. The Company’s performance obligation is to arrange for the provision of such treatment services, including coordinating scheduling and acting as a liaison between the customer and the service providers. The Company does not provide the underlying treatment.
The Company has determined that it acts as an agent in these arrangements because it does not control the treatment services before they are provided to the customer. Accordingly, revenue is recognized on a net basis, representing the service fee retained by the Company for arranging the services.
Revenue is recognized at a point in time when the Company has fulfilled its obligation to arrange for the treatment services, which is generally when the coordination and facilitation activities are completed and the customer is able to receive the underlying services from the third-party provider.
The Company requires payment in advance of providing its facilitation services. Amounts received prior to satisfying the performance obligation are recorded as contract liabilities and recognized as revenue when the performance obligation is satisfied. Service fees are generally non-refundable.
Licensing service of bioenergy cabin
- Performance obligations satisfied over the time
The Company carries out its licensing services by granting licensees non-exclusive rights to use its CKHP brand, proprietary marks, and Bioenergy Spa Capsules, along with providing ongoing business support throughout the licensing period. The primary performance obligation is to provide the licensee the right to use the branded equipment combined with ongoing operational support. The licensee benefits continuously from access to the brand, proprietary technology, and support services during the licensing period. Revenues are recognized over time throughout the licensing period as the Company satisfies its performance obligations by making the licensed rights and support services available to the licensee.
Wellness Membership Program
- Performance obligations satisfied over time
The Company carries out its Wellness Membership Program, where customers pay a fixed fee to access ongoing wellness benefits, including services, discounts, and therapy session entitlements, over a defined membership term. The primary performance obligation is to provide continuous access to wellness services and related benefits throughout the duration of the membership. Customers consume the benefits progressively over time as they utilize the services and privileges under the membership. Revenues are recognized over time throughout the membership term as the Company satisfies its performance obligation by making the wellness products and services available to members.
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 June 30, 2026 and December 31, 2025, the Company did
The
Company recognized advance payments from its customers prior to revenue recognition as contract liability until the revenue recognition
performance obligation is met. As of June 30, 2026 and December 31, 2025, the Company recorded $
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Disaggregated information of revenues by products/services are as follows:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Property management service: | ||||||||
| Property management service – common area management | $ | $ | ||||||
| Property management service – security management | ||||||||
| Total property management service revenue | $ | $ | ||||||
| Holistic wellness consumer products and services: | ||||||||
| Holistic wellness consumer products | ||||||||
| Wellness therapies service | ||||||||
| Stem cell treatment service | ||||||||
| Licensing service of bioenergy cabin | ||||||||
| Wellness Membership Program | ||||||||
| Total holistic wellness consumer products and service revenue | ||||||||
| Other | ||||||||
| Total revenue | $ | $ | ||||||
Cost of revenues
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:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Property management service: | ||||||||
| Property management service – common area management | $ | $ | ||||||
| Property management service – security management | ||||||||
| Total property management service cost of revenue | $ | $ | ||||||
| Holistic wellness consumer products and services: | ||||||||
| Holistic wellness consumer products | ||||||||
| Wellness therapies service | ||||||||
| Licensing service of bioenergy cabin | ||||||||
| Total holistic wellness consumer products and service cost of revenue | ||||||||
| Total cost of revenues | $ | $ | ||||||
Advertising costs
Advertising
is mainly through online and offline promotion activities. Advertising costs amounted to $
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 $ and $ for the six months ended June 30, 2026 and 2025, respectively.
The related contribution plans include:
Singapore subsidiaries
-
Central Provident Fund (“CPF”) –
-
Skill Development Levy (“SDL”) –
Malaysia subsidiaries
-
Social Security Organization (“SOSCO”) –
-
Employees Provident Fund (“EPF”) –
-
Employment Insurance System (“EIS”) –
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
Income taxes
The Company accounts for income taxes in accordance with ASC 740, Income tax. The charge for taxation is based on the results for the fiscal year and 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 more-likely-than-not of being realized on examination. For tax positions not meeting the “more likely than not” test,
no tax benefit is recorded.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The Company recognizes 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 Malaysia 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 loss
Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive 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 (loss). 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.
The Company computes loss 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 loss 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.
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Numerator | ||||||||
| Net loss from operations | $ | ( |
) | $ | ( |
) | ||
| Less: Net (loss) income attributable to noncontrolling interest from operations | ( |
) | ||||||
| Net loss attributable to common shareholders, basic | $ | ( |
) | $ | ( |
) | ||
| Denominator | ||||||||
| Weighted average number of shares outstanding, basic and diluted | ||||||||
| Loss per share, basic and diluted | $ | ) | $ | ) | ||||
As of June 30, 2026, the Company had dilutive securities from the outstanding convertible notes and warrants convertible into ordinary shares and ordinary shares, respectively, that were not included in the computation of dilutive loss per share because the inclusion of such convertible notes and warrants would be anti-dilutive.
As of December 31, 2025, the Company had dilutive securities from the outstanding convertible notes and warrants convertible into ordinary shares and ordinary shares, respectively, that were not included in the computation of dilutive loss per share because the inclusion of such convertible notes and warrants would be anti-dilutive.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
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 cash equivalents, accounts receivable, net, other receivables, prepaid expenses and other current assets, short-term loans, convertible notes, accounts payable, other payables and accrued liabilities, lease liabilities-current, and tax payables have been determined to approximate carrying amounts due to the short maturities of these instruments.
The following table sets forth by level within the fair value hierarchy our financial asset and liability that were accounted for at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:
|
Carrying Value at June
30, |
Fair
Value Measurement at June 30, 2026 |
|||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Crypto assets | $ | $ | $ | $ | ||||||||||||
|
Carrying Value at December
31, |
Fair
Value Measurement at December 31, 2025 |
|||||||||||||||
| Level 1 | Level 2 | Level 3 | ||||||||||||||
| Warrant liabilities | $ | $ | $ | $ | ||||||||||||
The following is a reconciliation of the beginning and ending balance of the financial assets and liability measured at fair value on a recurring basis for the six months ended June 30, 2026:
| Crypto assets | ||||
| Fair value of crypto assets as of acquisition date (May 19, 2026) | $ | |||
| Change in fair value of crypto assets | ||||
| Ending balance as of June 30, 2026 | $ | |||
| Derivative liabilities -Warrants |
||||
| Fair value of warrants upon issuance | $ | |||
| Change in fair value of warrant liability | ||||
| Ending balance as of December 31, 2025 | ||||
| Repurchase of warrant | ( |
) | ||
| Ending balance as of June 30, 2026 | $ | |||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Leases
The Company accounts for leases in accordance with ASC 842. The Company entered into three 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 underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term. |
Leases that do not meet any of the above criteria are accounted for as operating leases.
The Company combines lease and non-lease components in its contracts under Topic 842, when permissible.
Finance and operating lease right-of-use (“ROU”) assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term.
Lease terms used to calculate the present value of lease payments generally do not include any options to extend, renew, or terminate the lease, as the Company does not have reasonable certainty at lease inception that these options will be exercised. The Company generally considers the economic life of its finance or operating lease ROU assets to be comparable to the useful life of similar owned assets. The Company has elected the short-term lease exception, and therefore operating lease ROU assets and liabilities do not include leases with a lease term of twelve months or less. The Company’s leases generally do not provide a residual guarantee.
The finance or operating lease ROU asset also excludes lease incentives. Lease expense is recognized on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognizes the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on an accretion basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period. Interest expense on the lease liability is determined each period during the lease term as the amount that results in a constant periodic interest rate of the office equipment on the remaining balance of the liability.
The
Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews
the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the
asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset
from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount
of operating lease liabilities in any tested asset group and includes the associated operating lease payments in the undiscounted future
pre-tax cash flows. For the six months ended June 30, 2026 and 2025, the Company did
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Related parties
Parties, which are corporations or individuals, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Recent accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.
Recently issued accounting standards which have not yet been adopted
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements—Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which amends certain disclosure and presentation requirements to align the FASB Codification with SEC regulations. For SEC registrants, each amendment will become effective upon the SEC’s removal of the related disclosure requirement, with early adoption prohibited. If the applicable SEC requirements are not removed by June 30, 2027, the related amendments will not become effective. The Company is currently evaluating the impact of this update on its consolidated financial statements and related disclosures.
On November 4, 2024, the FASB issued ASU No. 2024-03, Expense Disaggregation Disclosures (“ASU 2024-03”). ASU 2024-03 amends ASC 220, Comprehensive Income to expand income statement expense disclosures and require disclosure in the notes to the financial statements of specified information about certain costs and expenses. ASU 2024-03 is required to be adopted for fiscal years commencing after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the accounting guidance for induced conversions of convertible debt. The amendments clarify that, to account for a settlement as an induced conversion, an inducement offer must provide at least the consideration (in form and amount) issuable under the original conversion terms, even for instruments with cash conversion features. The amendments also clarify that the guidance applies to instruments not currently convertible, provided they had a substantive conversion feature at issuance and at the time of the inducement offer. The amendments aim to improve the relevance and consistency in application of the induced conversion guidance and are effective for annual periods beginning after December 15, 2025, with early adoption permitted for entities that have adopted ASU 2020-06. The Company is currently evaluating the impact of the update on the Company’s consolidated financial statements and related disclosures.
On July 5, 2025, the FASB issued ASU No. 2025-05, Financial Instruments- Credit Losses (“ASU 2025-05”). ASU 2025-05 amends ASC 326-20, the calculation of credit loss allowances estimates the uncollectible portion of short-term receivables and contract assets, using historical and current data without forecasting future conditions, and may include post-balance-sheet collections if eligible. The guidance will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting the standard on its financial statements and related disclosures.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Except as mentioned above, the Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, statements of operations and comprehensive loss and statements of cash flow.
Note 4 – Crypto Assets
On
April 24, 2026, the Company entered into a Simple Agreement for Future Tokens (“SAFT”) with QB Limited pursuant to which
the Company agreed to acquire an aggregate of
On
May 19, 2026, the QB Token smart contract was deployed on the BNB Smart Chain and the QB Tokens were created. On the same date, QB Limited
transferred the
The following table presents the Company’s significant crypto asset holdings as of June 30, 2026:
| June 30, 2026 | ||||||||||||
| Quantity | Cost Basis | Fair Value | ||||||||||
| QB tokens | $ | $ | ||||||||||
The fair value measurement of the QB Tokens is classified within Level 3 of the fair value hierarchy under ASC 820, Fair Value Measurement, because an active market and sufficient observable market inputs were not available.
On
May 19, 2026, the acquisition-date value of the
As
of June 30, 2026, the Company used the May 19, 2026 transaction price as the calibration point for determining fair value. As there were
no subsequent orderly market transactions, exchange listing, or other significant developments affecting the QB Tokens through June 30,
2026, no adjustment to the calibrated transaction price was considered necessary. Accordingly, the fair value remained $ per QB
Token, resulting in an aggregate fair value of $
Note 5 – Accounts receivable, net
Accounts receivable consist of the following:
|
As of June 30, 2026 |
As of December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Accounts receivable | $ | $ | ||||||
| Allowance for credit losses | ( |
) | ( |
) | ||||
| Total accounts receivable, net | $ | $ | ||||||
As
of June 30, 2026 and December 31, 2025, the Company had allowance for credit losses of $
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Movements of allowance for credit losses from accounts receivable are as follows:
|
For the Six Months ended June 30, 2026 |
For the Year ended December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Exchange rate effect | ( |
) | ||||||
| Ending balance | $ | $ | ||||||
Note 6 – Inventories
Inventories consist of the following:
|
As of June 30, 2026 |
As of December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Trading goods | $ | $ | ||||||
Note 7 – Other receivables
Other receivables consist of the following:
|
As of June 30, 2026 |
As of December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Employee advance and others | $ | $ | ||||||
| Allowance for credit losses | ( |
) | ||||||
| Total other receivable, net | $ | $ | ||||||
As
of June 30, 2026 and December 31, 2025, the Company had allowance for credit losses of $
Movements of allowance for credit losses from other receivables are as follows:
|
For the Six Months ended June 30, 2026 |
For the Year ended December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Addition | ||||||||
| Ending balance | $ | $ | ||||||
Note 8 – Property and equipment, net
Property and equipment, net consist of the following:
|
As of June 30, 2026 |
As of December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Office equipment | $ | $ | ||||||
| Leasehold improvement | ||||||||
| Subtotal | ||||||||
| Less: accumulated depreciation | ( |
) | ( |
) | ||||
| Total | $ | $ | ||||||
Depreciation
expense for the six months ended June 30, 2026 and 2025 amounted to $
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 9 – Intangible assets, net
Intangible assets consisted of the following:
|
As of June 30, 2026 |
As of December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Software | $ | $ | ||||||
| Distribution rights | ||||||||
| Total intangible assets | ||||||||
| Less: accumulated amortization | ( |
) | ( |
) | ||||
| Total intangible assets, net | $ | $ | ||||||
Amortization
expense for the six months ended June 30, 2026 and 2025 amounted to $
The following table sets forth the Company’s amortization expense for the next five years ending:
| Amortization | ||||
| expenses | ||||
| Twelve months ending June 30, 2027 | $ | |||
| Twelve months ending June 30, 2028 | ||||
| Twelve months ending June 30, 2029 | ||||
| Twelve months ending June 30, 2030 | ||||
| Twelve months ending June 30, 2031 | ||||
| Total | $ | |||
Note 10 – Credit facilities
Short term loans – private lenders
Outstanding balances on short term loans from private lenders consist of the following:
| Lender Name | Maturities |
Interest Rate |
Collateral/ Guarantee |
As of June 30, 2026 |
As of December 31, 2025 |
|||||||||||
| (Unaudited) | ||||||||||||||||
| % | $ | $ | ||||||||||||||
(Repaid in March 2026) |
% | |||||||||||||||
| Total | $ | $ | ||||||||||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Short term loans – related parties
Outstanding balances on short term loans from related parties consist of the following:
| Lender Name | Maturities |
Interest Rate |
Collateral/ Guarantee |
As of June 30, 2026 |
As of December 31, 2025 |
|||||||||||
| (Unaudited) | ||||||||||||||||
| % | ||||||||||||||||
| % | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
| (1) | ||
| (2) | ||
| (3) |
Convertible notes – third parties
Outstanding balances on convertible notes consist of the following:
| Lender Name | Maturities |
Interest Rate |
Terms |
As of June 30, 2026 |
As of December 31, 2025 |
|||||||||||
| (Unaudited) | ||||||||||||||||
| % | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
| (1) |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
On
August 1, 2025, the Company entered into a convertible promissory note (“Convertible Promissory Note”) agreement and issued
a $
During the year ended December 31, 2025, the note was fully converted into ordinary shares. As the conversion occurred within the same reporting period as issuance, the fair value of the derivative liability at issuance approximated its fair value at conversion, and no material gain or loss was recognized.
Convertible notes – related parties
|
Lender Name |
Maturities |
Interest Rate |
Terms |
As of June 30, 2026 |
As of December 31, 2025 |
|||||||||||
| (Unaudited) | ||||||||||||||||
| % | $ | $ | ||||||||||||||
| % | ||||||||||||||||
| Total | $ | $ | ||||||||||||||
| (1) | ||
| (2) |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
| (3) | ||
| (4) |
The Company determined that the embedded conversion feature from the convertible notes, related parties and third parties, except above mentioned Convertible Promissory Note, qualifies for the scope exception due to the embedded conversion feature indexed to the Company’s stock in accordance with ASC 815-40-15 and meet the equity requirement in accordance with ASC815-40-25.
The movement of convertible notes from third parties and related parties are as following:
| Third parties | Related parties | |||||||
| December 31, 2025 balance | $ | $ | ||||||
| Repayments | ( |
) | ||||||
| Exchange rate difference | ( |
) | ||||||
| June 30, 2026 balance (unaudited) | $ | $ | ||||||
Note 11 – Other payables and accrued liabilities
|
As of June 30, 2026 |
As of December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Accrued expenses (i) | $ | $ | ||||||
| Accrued payroll | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
| (i) | Accrued expenses |
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 12 – Warrant liabilities
On
November 26, 2025, the Company issued a warrant to purchase up to
The Company determined that the warrant meets the definition of a derivative under ASC 815 and does not qualify for equity classification, as its settlement provisions are not solely indexed to the Company’s own stock. Accordingly, the warrant is classified as a derivative liability and is measured at fair value at issuance and at each reporting date, with changes in fair value recognized in the consolidated statements of operations.
The
warrant liability was initially recognized at its fair value of $
Note 13 – Related party balances and transactions
Related party balances
Other receivable – related party
| Name of Related Party | Relationship | Nature |
As of June 30, 2026 |
As of December 31, 2025 |
||||||||
| (Unaudited) | ||||||||||||
| Alex Lai Kum Weng | $ | $ | ||||||||||
Other payables – related parties
| Name of Related Party | Relationship | Nature |
As of June 30, 2026 |
As of December 31, 2025 |
||||||||
| (Unaudited) | ||||||||||||
| Kent Ridge Health Pte Ltd | ||||||||||||
| Meng Dong (James) Tan | ||||||||||||
| Chong Yew Yen | ||||||||||||
| 8i Enterprises Pte Ltd (“8iEPL”) (1) | ||||||||||||
| 8i Digital services Pte Ltd (“8i Digital”) | ||||||||||||
| Vivian Tay | ||||||||||||
| Alfred Lim | ||||||||||||
| Total | $ | $ | ||||||||||
| (1) |
|
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Short term loans – related parties
See Note 10 for details.
Convertible notes – related parties
See Note 10 for details.
Related party transaction
Consulting agreements with 8iEPL
On
March 16, 2024, the Company entered into a consultancy agreement (the “Consultancy Agreement”) with 8iEPL for a term of
Revenue - related parties
For
the six months ended June 30, 2026, the Company generated revenue from stem cell treatment services provided to related parties, including
Eric Lew, the Company’s Chairman, and Alfred Lim, the Company’s Chief Executive Officer, in the amounts of $
Note 14 – Shareholders’ equity
Ordinary shares
The
Company is authorized to issue ordinary shares of
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
-Reverse stock split
On
March 23, 2026, the Company effected a
-Private placements
For the six months ended June 30,
2026, the Company issued and sold to seven accredited investors an aggregate of ordinary shares (the “Placement Shares”)
at $ per share for an aggregate to purchase price of $
Conversion of debts
-Conversion of debts for the year ended December 31, 2024
On
March 15, 2024, the Company entered into settlement agreements (“Executive Settlement Agreement”) with the former Chief Executive
Officer Kelvin Chen, former Chief Financial Officer Steven Sobak, and Chief Executive Officer and Executive Director Alfred Lim to resolve
outstanding compensation. Under these agreements, Mr. Chen was issued restricted ordinary shares in satisfaction of $
Pursuant
to a certain Settlement Agreement between the Company and 8iEPL, the Company’s related party dated March 15, 2024 (the “8iEPL
Settlement Agreement”), the Company has agreed to pay 8iEPL for a total sum of $
|
Executive Agreement |
8iEPL Settlement Agreement |
Total | ||||||||||
| Restricted Ordinary shares issued for settlements | ||||||||||||
| Share price as of settlement date | $ | |||||||||||
| Fair value of settlement shares | $ | $ | ||||||||||
| Debt settled on May 16, 2023 | $ | ( |
) | ( |
) | $ | ( |
) | ||||
| Loss on Debt Settlements | $ | $ | ||||||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Conversion of convertible note
In January 2025, the Company issued ordinary shares to Madam Chong Ah Kaw upon conversion of a convertible note.
During
the year ended December 31, 2025, $
Warrants
In
connection with the reverse recapitalization, the Company has assumed
Warrants
became exercisable on the later of (a) the completion of the reverse recapitalization or (b) 12 months from the closing of the initial
public offering (“IPO”). The warrants will expire
As
of June 30, 2026 the Company had
The
Company may redeem the Public Warrants and Private Warrants in whole and not in part, at a price of $
● at any time while the warrants are exercisable and prior to their expiration,
● upon not less than 30 days’ prior written notice of redemption to each warrant holder,
● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $ per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading days period ending on the third trading business day prior to the notice of redemption to warrant holders, and,
● if, there is a current registration statement in effect with respect to the Ordinary Shares underlying the Warrants for each day in the 30-day trading period and continuing each day thereafter until the Redemption Date or the cashless exercise of the Warrants is exempt from the registration requirements under the Securities Act of 1933, as amended (the “Act”)
If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted for splits, dividends, recapitalizations and other similar events. Additionally, in no event will the Company be required to net cash settle the warrants.
The only difference between Public Warrants and Private Warrants is that the Private Warrants will not be transferable, assignable or salable until after the completion of reverse recapitalization.
The summary of warrants activity is as follows:
| Warrants
Outstanding |
Ordinary
Shares Issuable |
Weighted
Average Exercise Price |
Average
Remaining Contractual Life |
|||||||||||||
| December 31, 2024 | $ | |||||||||||||||
| Granted | - | |||||||||||||||
| Forfeited | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| December 31, 2025 | $ | |||||||||||||||
| Granted | - | |||||||||||||||
| Forfeited | - | |||||||||||||||
| Exercised | - | |||||||||||||||
| June 30, 2026 (unaudited) | $ | |||||||||||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Issuance of ordinary shares in exchange for crypto assets
On April 24, 2026, the Company entered into a Simple Agreement for Future Tokens (“SAFT”) with QB Limited, an unaffiliated third party in Hong Kong for the pre-sale of QB Utility Tokens (the “Token”). Under the SAFT, the Company has committed to purchase an aggregate of 16 million Tokens in two tranches: (i) 1 million Tokens for $; and (ii) within three (3) months thereafter, 15 million Tokens for ordinary shares for which EUDA has agreed to file a resale registration statement within 90 days thereafter. QB Limited is obligated to issue the first tranche of Tokens upon the Company providing a designated network address for the allocation of such Tokens. The 16 million QB Utility Tokens were delivered to EUDA on 19 May 2026, and the EUDA shares were issued to QB Limited’s nominees on the same day.
Forfeiture and Cancellation of Shares
On March 21, 2026, the Company forfeited and cancelled ordinary shares (previously held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B). The shares were subject to a notice of call issued by the Company on March 5, 2026. As the required payment was not made by the specified deadline, the shares were forfeited and cancelled in accordance with the Company’s Amended and Restated Articles of Association and applicable provisions of the BVI Business Companies Act.
Note 15 – Income taxes
Singapore
While the Company consolidates its entities under EUDA, a British Virgin Islands entity as described in Note 1, Organization, management has determined that Singapore represents the Company’s primary tax jurisdiction due to the location of its principal operations.
Accordingly, the statutory income tax rate in Singapore of 17.0% has been used as the domestic statutory tax rate for purposes of the rate reconciliation. The difference between the Company’s domestic statutory income tax rate and its income tax (expense) benefit is primarily attributable to the effect of tax rates in other jurisdictions in which the Company operates, as well as certain non-taxable income and non-deductible expenses.
The
Company’s subsidiaries incorporated in Singapore are subject to Singapore income tax on taxable income as reported in their statutory
financial statements, as adjusted in accordance with applicable Singapore tax laws. Under
British Virgin Islands
KRHL and SGGL are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Malaysia
The
Company’s subsidiary incorporated in Malaysia is governed by the income tax laws of Malaysia and the income tax provision in respect
of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based upon existing legislation,
interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that have been incorporated in Malaysia
are usually subject to a unified
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Hong Kong
The
Company’s subsidiaries incorporated in Hong Kong, are subject to Hong Kong Profits Tax on the taxable income as reported in its
statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. Under the two-tiered profits tax rates regime,
the first
People’s Republic of China (“PRC”)
The
Company’s subsidiaries incorporated in the PRC are subject to PRC Enterprise Income Tax at a unified tax rate of
Loss before income taxes were comprised of the following:
|
For the Six Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2025 |
|||||||
| (Unaudited) | (Unaudited) | |||||||
| Domestic (Singapore) | $ | ( |
) | $ | ||||
| Foreign | ( |
) | ( |
) | ||||
| Total loss before income taxes | $ | ( |
) | $ | ( |
) | ||
The provision (benefit) for income taxes consisted of the following:
|
For the Six Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2025 |
|||||||
| (Unaudited) | (Unaudited) | |||||||
| Current | ||||||||
| Domestic (Singapore) | $ | $ | ||||||
| Foreign | ||||||||
| Total Current | ||||||||
| Deferred | ||||||||
| Domestic (Singapore) | ||||||||
| Foreign | ( |
) | ( |
) | ||||
| Total Deferred | ( |
) | ( |
) | ||||
| Income taxes benefit | $ | ( |
) | $ | ( |
) | ||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The following table sets forth the significant components of the aggregate deferred tax assets and liabilities of the Company as of:
|
June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| Deferred Tax Assets | ||||||||
| Valuation allowance for credit losses | $ | $ | ||||||
| Net operating loss carry forwards | ||||||||
| Lease liabilities | ||||||||
| Less: valuation allowance* | ( |
) | ( |
) | ||||
| Total deferred tax assets, net | $ | $ | ||||||
| Deferred Tax Liabilities | ||||||||
| Right of use assets | $ | ( |
) | $ | ( |
) | ||
| Amortization of intangible assets | ( |
) | ( |
) | ||||
| Total deferred tax liabilities | ( |
) | ( |
) | ||||
| Deferred tax liabilities, net | $ | ( |
) | $ | ( |
) | ||
| * |
As
of June 30, 2026 and December 31, 2025, the Company had net operating losses carry forward (including temporary taxable difference of
bad debt expense) of approximately $
Income taxes paid
The following table presents income taxes paid, net of refunds, disaggregated by jurisdiction for the six months ended June 30, 2026 and 2025:
|
For the Six Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2025 |
|||||||
| (Unaudited) | (Unaudited) | |||||||
| Singapore | $ | $ | ||||||
| Foreign | ||||||||
| Total tax provision | $ | $ | ||||||
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2026 and December 31, 2025, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur interest and penalties tax for the six months ended June 30, 2026 and 2025.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Taxes payable consist of the following:
|
June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | ||||||||
| GST taxes payable | $ | $ | ||||||
| Income taxes payable | ||||||||
| Totals | $ | $ | ||||||
Note 16 – Concentrations risks
(a) Major customers
For
the six months ended June 30, 2026, one customer accounted for
For the six months ended June 30, 2025, no customer accounted for 10% or more of the Company’s total revenues.
As
of June 30, 2026, two customers accounted for
(b) Major vendors
For the six months ended June 30, 2026 and 2025, no vendor accounted for 10% or more of the Company’s total purchases.
As
of June 30, 2026, two vendors accounted for
(c) Credit risk
Financial
instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash. The Singapore
Deposit Insurance Corporation Limited (SDIC) insures deposits in a Deposit Insurance (DI) Scheme member bank or finance company up to
approximately $
The Company is also exposed to risk from accounts receivable and other receivables. These assets are subjected to credit evaluations. An allowance has been made for estimated unrecoverable amounts which have been determined by reference to past default experience and the current economic environment.
Note 17 – Leases
As of June 30, 2026 and December 31, 2025, the Company has leased three offices, which were classified as operating leases. In addition, the Company had two office equipment leases which were classified as finance leases.
The Company occupies various offices pursuant to operating lease agreements with a term shorter than twelve months which it elected not to recognize lease assets and lease liabilities under ASC 842. Instead, the Company recognized the lease payments in profit or loss on a straight-line basis over the lease term and variable lease payments in the period in which the obligation for those payments is incurred.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company recognized lease expense on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognized the finance leases ROU assets and interest on an amortized cost basis. The amortization of finance ROU assets is recognized on an accretion basis as amortization expense, while the lease liability is increased to reflect interest on the liability and decreased to reflect the lease payments made during the period.
The
ROU assets and lease liabilities are determined based on the present value of the future minimum rental payments of the lease as of the
adoption date, using weighted average interest rate of
Operating and finance lease expenses consist of the following:
| For the Six Months Ended June 30, | ||||||||||
| Classification |
2026 |
2025 |
||||||||
| (Unaudited) | (Unaudited) | |||||||||
| Operating lease cost | ||||||||||
| Lease expenses | General and administrative | $ | $ | |||||||
| Finance lease cost | ||||||||||
| Amortization of leased asset | General and administrative | |||||||||
| Interest on lease liabilities | Other expense -Interest expenses | |||||||||
| Total lease expenses | $ | $ | ||||||||
|
As of June 30, 2026 |
As of December 31, 2025 |
|||||||
| Weighted-average remaining term | ||||||||
| Operating lease | ||||||||
| Finance leases | ||||||||
| Weighted-average discount rate | ||||||||
| Operating lease | % | % | ||||||
| Finance leases | % | % | ||||||
The following table sets forth the Company’s minimum lease payments in future periods as of June 30, 2026:
|
Operating lease |
Finance lease |
|||||||||||
| payments | payments | Total | ||||||||||
| Twelve months ending June 30, 2027 | $ | $ | $ | |||||||||
| Twelve months ending June 30, 2028 | ||||||||||||
| Twelve months ending June 30, 2029 | ||||||||||||
| Twelve months ending June 30, 2030 | ||||||||||||
| Twelve months ending June 30, 2031 | ||||||||||||
| Total lease payments | ||||||||||||
| Less: discount | ( |
) | ( |
) | ( |
) | ||||||
| Present value of lease liabilities | $ | $ | $ | |||||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Note 18 – Commitments and contingencies
Commitments
On June 23, 2025, the Company entered into an “at-the-market” (“ATM”) offering agreement with Chardan Capital Markets, LLC. On June 22, 2026 the ATM agreement was terminated. No ordinary shares were sold under the ATM agreement.
Contingencies
Legal
From time to time, the Company is party to certain legal proceedings, as well as certain asserted and un-asserted claims. Amounts accrued, as well as the total amount of reasonably possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the consolidated financial statements.
On May 12, 2023, there were disagreements between the directors and formers directors of the Company concerning, among others, the legitimacy of:
| a) | The purported appointment of David Capes (“Mr. Capes”) as the Chairman of the Board of in place of Gerald Lim; | |
| b) | The purported appointment of Leonard Chee Hyong Chia (“Leonard”) to the Board as a replacement director; | |
| c) | The purported removal of certain individuals as director(s) of the Company by Mr. Capes and Leonard; | |
| d) | The removal of Mr. Capes as a director of the Company and from all Board committees on which he served on May 11, 2023; | |
| e) | The dispute by Mr. Capes regarding his removal as a director of the Company; | |
| f) | The validity of the purported shareholders’ resolutions of the Company dated May 12, 2023 (the “Resolutions”); and | |
| g) | The various other issues raised by the Board from time to time. |
Upon consultation with the Company’s external counsel, the Board determined that the Resolutions were prima facie invalid and of no effect from the outset, and could be subject to legal challenges. The Board notes that Mr. Capes and his associates have not furnished any proof sustaining their allegation that the Resolutions were validly passed. The Board notes that Mr. Capes and his associates have not obtained any valid court order on the validity of the Resolutions. As of the date of this report, the Company does not expect the legal challenges among the disagreements between the directors and formers directors of the Company will have a material adverse effect on the business, financial condition or results of operations of the Company.
KRHSG
also filed a claim against Mr. Capes and one other defendant as a separate case in July 2023 in connection with unlawfully obstructed
access to KRHSG’s client and clinic management systems, disrupting their business and resulting in losses to KRHSG in May 2023.
On December 30, 2024, the Company sold
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
On
May 10, 2024, EUDA was served with a statutory demand (the “Statutory Demand”) pursuant to section 155(1) of the British
Virgin Islands Insolvency Act 2003 by Carey Olsen Singapore LLP (“Carey Olsen”) for payment of an alleged total indebtedness
of US$
As of June 30, 2026 and December 31, 2025, except as disclosed above, the Company is not currently a party to any material legal proceedings, investigation or claims. However, the Company may, from time to time, be involved in legal matters arising in the ordinary course of its business. While the Company is not presently subject to any material legal proceedings, there can be no assurance that such matters will not arise in the future or that any such matters in which the Company is involved, or which may arise in the ordinary course of the Company’s business, will not at some point proceed to litigation or that such litigation will not have a material adverse effect on the business, financial condition or results of operations of the Company.
Note 19 – Segments information
Upon adoption of the ASU 2023-07 on January 1, 2024, below disclosure and presentation have been retrospectively amended.
The Company’s operating segments have been identified based on the way management organizes the business by the nature of services provided to customers and how the Chief Operating Decision Maker (“CODM”) manages the business and allocates resources. The CODM for the Company is its Chief Executive Officer. The accounting policies applied to each segment are consistent with those described in the summary of significant accounting policies. Intersegment sales and transfers are accounted for as if the transactions were made with third parties, using current market prices.
The CODM evaluates the performance of reportable segments and allocates resources primarily based on segment profit (loss). Segment profit (loss) represents segment revenue less directly attributable and allocated cost of revenue and operating expenses. Segment profit (loss) is the primary measure used by the CODM and is determined in a manner consistent with the measurement principles used in preparing the consolidated financial statements in accordance with ASC 280-10-50-28A. The CODM does not evaluate the performance of segments using asset information. As such, the Company does not allocate assets to its reportable segments.
Segment profit (loss) excludes certain corporate-level expenses and non-operating items that are not allocated to the reportable segments. These items primarily include professional fees, loss on debt settlement, change in fair value of prepaid forward purchase liabilities, loss on settlement of prepaid forward contracts, and other corporate expenses managed on a consolidated basis. Such amounts are presented as reconciling items to consolidated net loss before income taxes. As a result, consolidated net loss before income taxes includes these unallocated corporate-level and non-operating items that are excluded from segment profit (loss), which gives rise to the difference between total segment profit (loss) and consolidated net loss before income taxes.
The CODM uses segment profit (loss) in the annual budgeting and forecasting process to allocate capital, marketing expenditures, and personnel resources among the property management services and holistic wellness consumer products and services. The CODM reviews segment profit (loss) on a regular basis, including comparisons of budgeted results to actual results, to evaluate margin performance, cost efficiency, and profitability trends within each segment. Segment profit (loss) is also used to compare the relative operating performance of the reportable segments in making decisions regarding expansion initiatives, product strategy, sales focus, and operational investments.
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
The Company has identified its operating segments based on the internal financial information reviewed by the CODM to assess performance and allocate resources. The Company’s operating segments are organized primarily based on the nature of products sold and services provided. Based on the aggregation criteria in ASC 280, the Company has determined that it has two reportable segments: property management services and holistic wellness consumer products and services.
The following tables summarize the Company’s segment information for the six months ended June 30, 2026 and 2025:
| For the Six Months Ended June 30, 2026 | ||||||||||||
|
Property management services |
Holistic wellness consumer products and services |
Total | ||||||||||
| Revenue from external customers | $ | $ | $ | |||||||||
| Less: | ||||||||||||
| Cost of revenue | ||||||||||||
| Salary Expense | ||||||||||||
| Bad debt expense | ||||||||||||
| Other segment items | ||||||||||||
| Segment profits (loss) | ( |
) | ||||||||||
| Reconciliation of segment profits (loss) | ||||||||||||
| Less: Unallocated amounts | ||||||||||||
| Professional fees | ||||||||||||
| Other corporate income | ( |
) | ||||||||||
| Net loss before income taxes | ( |
) | ||||||||||
| For the Six Months Ended June 30, 2025 | ||||||||||||||||
|
Property management services |
Holistic wellness consumer products and services |
Others | Total | |||||||||||||
| Revenue from external customers | $ | $ | $ | $ | ||||||||||||
| Less: | ||||||||||||||||
| Cost of revenue | ||||||||||||||||
| Segment gross profits (loss) | ||||||||||||||||
| Less: | ||||||||||||||||
| Salary Expense | ||||||||||||||||
| Other segment items | ||||||||||||||||
| Segment profits (loss) | ( |
) | ( |
) | ||||||||||||
| Reconciliation of segment profits (loss) | ||||||||||||||||
| Less: Unallocated amounts | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Other corporate expenses | ||||||||||||||||
| Net loss before income taxes | ( |
) | ||||||||||||||
EUDA HEALTH HOLDINGS LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, unless stated otherwise)
Other Significant Items:
| For the Six Months Ended June 30, 2026 | ||||||||||||||||
|
Property management services |
Holistic wellness consumer products and services |
Others | Total | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
| For the Six Months Ended June 30, 2025 | ||||||||||||||||
|
Property management services |
Holistic wellness consumer products and services |
Unallocated | Total | |||||||||||||
| Interest expense | $ | $ | $ | $ | ||||||||||||
| Depreciation and amortization | $ | $ | $ | $ | ||||||||||||
| Capital expenditure | $ | $ | $ | $ | ||||||||||||
Disaggregated information of revenues by regions are as follows:
| For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Singapore | $ | $ | ||||||
| Malaysia | ||||||||
| Total | $ | $ | ||||||
Note 20 – Subsequent events
The Company evaluated all events and transactions that occurred after June 30, 2026 up through the date of issuance of these unaudited condensed consolidated financial statements and concluded that no subsequent events that have occurred would require disclosure in the notes to these unaudited condensed consolidated financial statements.
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN CONNECTION WITH THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
In this report, as used herein, and unless the context suggests otherwise, the terms “EUDA,” “Company,” “we,” “us” or “ours” refer to the combined business of Euda Health Holdings Limited and its subsidiaries and other consolidated entities. References to “dollar” and “$” are to U.S. dollars, the lawful currency of the United States. References to “SEC” are to the Securities and Exchange Commission.
The following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Report on Form 6-K and with the discussion and analysis of our financial condition and results of operations contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on April 28, 2026 (the “2025 Form 20-F”). This discussion may contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those identified elsewhere in this report on Form 6-K, and those listed in the 2025 Form 20-F under “Item 1A. Risk Factors” or in other parts of the 2025 Form 20-F.
Results of Operations
The tables in the following discussion summarize our consolidated statements of operations for the periods indicated. This information should be read together with our consolidated financial statements included elsewhere in this report. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
For the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
|
For the six months ended June 30, |
||||||||||||||||
| Percentage | ||||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenue | $ | 3,467,835 | $ | 3,057,323 | $ | 410,512 | 13.4 | % | ||||||||
| Cost of revenue | 2,185,950 | 2,222,009 | (36,059 | ) | (1.6 | )% | ||||||||||
| Gross profit | 1,281,885 | 835,314 | 446,571 | 53.5 | % | |||||||||||
| Selling expenses | 70,710 | 58,953 | 11,757 | 19.9 | % | |||||||||||
| General and administrative expenses | 1,971,438 | 1,908,295 | 63,143 | 3.3 | % | |||||||||||
| Research and development | 1,274 | 244 | 1,030 | 422.1 | % | |||||||||||
| Loss from operations | (761,537 | ) | (1,132,178 | ) | 370,641 | (32.7 | )% | |||||||||
| Other expense, net | (90,879 | ) | (73,792 | ) | (17,087 | ) | 23.2 | % | ||||||||
| Loss before provision for income taxes | (852,416 | ) | (1,205,970 | ) | 353,554 | (29.3 | )% | |||||||||
| Benefit for income taxes | 55,466 | 4,274 | 51,192 | 1,197.8 | % | |||||||||||
| Net loss | $ | (796,950 | ) | $ | (1,201,696 | ) | $ | 404,746 | (33.7 | )% | ||||||
Revenue
Our breakdown of revenues by categories for the six months ended June 30, 2026 and 2025, respectively, is summarized below:
|
For the six months ended June 30, |
||||||||||||||||
| Percentage | ||||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Property management services | $ | 2,255,161 | $ | 2,089,041 | $ | 166,120 | 8.0 | % | ||||||||
| Holistic wellness consumer products and services | 1,212,674 | 893,785 | 318,889 | 35.7 | % | |||||||||||
| Others | - |
74,497 |
(74,497 | ) | (100.0 | )% | ||||||||||
| Total revenue | $ | 3,467,835 | $ | 3,057,323 | $ | 410,512 | 13.4 | % | ||||||||
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN CONNECTION WITH THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Property management services
Our revenue from property management services increased by approximately $0.2 million or 8.0%, to approximately $2.3 million for the six months ended June 30, 2026 from approximately $2.1 million for the six months ended June 30, 2025. The increase was primarily attributable to increase of the average management service fees charged to the clients, for both with and without security guard services. For the six months ended June 30, 2026, the average property management service fee without the security guard service was approximately $63,000 compared to approximately $52,000 for the same period in 2025. For the six months ended June 30, 2026, the average property management service fee with security guard service was approximately $110,000 compared to approximately $85,000 for the same period in 2025. For the six months ended June 30, 2026, we consistently managed 3 units of properties with security guard services and 28 units without security guard services. For the six months ended June 30, 2025, we consistently managed 13 units of properties with security guard services and 33 units without security guard services.
Our percentage of property management services revenue from each property type are summarized as follows:
|
For the six months ended |
For the six months ended |
|||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Residential Apartments | 69 | % | 70 | % | ||||
| Commercial Units | 31 | % | 30 | % | ||||
Historically, we provided more property management services in the residential apartments than in the commercial units during the six months ended June 30, 2026 and 2025.
Holistic wellness consumer products and services
In connection with the acquisition of Fortress Cove in May 2024, we began generating revenue from holistic wellness consumer products and services through its operating subsidiary, CK Health. CK Health’s revenue streams include sales of holistic wellness consumer products, wellness therapies services, stem cell treatment services, licensing services of bioenergy cabins, and a wellness membership program.
Disaggregated information of revenues from holistic wellness consumer products and services are as follows:
|
For the six months ended June 30, |
||||||||||||||||
| Percentage | ||||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Holistic wellness consumer products | $ | 369,474 | $ | 102,055 | $ | 267,419 | 262.0 | % | ||||||||
| Wellness therapies service | 712,595 | 724,590 | (11,995 | ) | (1.7 | )% | ||||||||||
| Stem cell treatment service | 88,254 | - | 88,254 | 100.0 | % | |||||||||||
| Licensing service of bioenergy cabin | 42,351 | 17,145 | 25,206 | 147.0 | % | |||||||||||
| Wellness Membership Program | - | 49,995 | (49,995 | ) | (100.0 | )% | ||||||||||
| Total revenue from Holistic wellness consumer products | $ | 1,212,674 | $ | 893,785 | $ | 318,889 | 35.7 | % | ||||||||
More than 360 and 4,764 members as of June 30, 2026 and 2025, respectively, had enrolled in the wellness membership program. We expect that revenues from holistic wellness consumer products and services will become a more meaningful contributor to our overall revenue base as we continue to expand our operations in the health and wellness sector.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN CONNECTION WITH THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Cost of Revenue
Our breakdown of cost of revenue by categories for the six months ended June 30, 2026 and 2025, respectively, is summarized below:
|
For the six months ended June 30, |
||||||||||||||||
| Percentage | ||||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Property management services | $ | 1,881,083 | $ | 1,622,146 | $ | 258,937 | 16.0 | % | ||||||||
| Holistic wellness consumer products and services | 304,867 | 599,863 | (294,996 | ) | (49.2 | )% | ||||||||||
| Total cost of revenue | $ | 2,185,950 | $ | 2,222,009 | $ | (36,059 | ) | (1.6 | )% | |||||||
Property management services
Our cost of revenues from property management services increased by approximately $0.3 million, or 16.0%, to approximately $1.9 million for the six months ended June 30, 2026 from approximately $1.6 million for the same period in 2025. The increase in cost of revenues from property management services was primarily due to the increase of the revenue from property management services and the increased labor cost.
Holistic wellness consumer products and services
Cost of revenue associated with our holistic wellness consumer products and services primarily consists of the cost of purchasing holistic wellness products for resale, depreciation for bioenergy cabin that performed the therapies service, and compensation for service personnel.
Disaggregated information of cost of revenue from holistic wellness consumer products and services are as follows:
|
For the six months ended June 30, |
||||||||||||||||
| Percentage | ||||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Holistic wellness consumer products | $ | 272,957 | $ | 77,330 | $ | 195,627 | 253.0 | % | ||||||||
| Wellness therapies service | 791 | 522,533 | (521,742 | ) | (99.8 | )% | ||||||||||
| Licensing service of bioenergy cabin | 31,119 | - | 31,119 | 100.0 | % | |||||||||||
| Total cost of revenue from Holistic wellness consumer products | $ | 304,867 | $ | 599,863 | $ | (294,996 | ) | (49.2 | )% | |||||||
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN CONNECTION WITH THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Gross Profit
Property management services
The gross profit percentage from property management services was 16.6% and 22.3% for the six months ended June 30, 2026 and 2025, respectively. The decrease in gross profit percentage of 5.7% was primarily attributable to increase in salary and benefits of the property management employees.
Holistic wellness consumer products and services
Disaggregated information of gross profit from holistic wellness consumer products and services are as follows:
|
For the six months ended June 30, 2026 |
For the six months ended June 30, 2025 |
Change |
Percentage Change |
|||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Holistic wellness consumer products | ||||||||||||||||
| Gross profit | $ | 96,517 | $ | 24,725 | $ | 71,792 | 290.4 | % | ||||||||
| Gross margin | 26.1 | % | 24.2 | % | 1.9 | % | ||||||||||
| Wellness therapies service | ||||||||||||||||
| Gross profit | $ | 711,804 | $ | 202,057 | $ | 509,747 | 252.3 | % | ||||||||
| Gross margin | 99.9 | % | 27.9 | % | 72.0 | % | ||||||||||
| Stem cell treatment service | ||||||||||||||||
| Gross profit | $ | 88,254 | $ | - | $ | 88,254 | 100.0 | % | ||||||||
| Gross margin | 100.0 | % | - | % | 100.0 | % | ||||||||||
| Licensing service of bioenergy cabin | ||||||||||||||||
| Gross profit | $ | 11,232 | $ | 17,145 | $ | (5,913 | ) | (34.5 | )% | |||||||
| Gross margin | 26.5 | % | 100.0 | % | (73.5 | )% | ||||||||||
| Wellness Membership Program | ||||||||||||||||
| Gross profit | $ | - | $ | 49,995 | $ | (49,995 | ) | (100.0 | )% | |||||||
| Gross margin | - | % | 100.0 | % | (100.0 | )% | ||||||||||
| Total holistic wellness consumer products and services | ||||||||||||||||
| Gross profit | $ | 907,807 | $ | 293,922 | $ | 613,885 | 208.9 | % | ||||||||
| Gross margin | 74.9 | % | 32.9 | % | 42.0 | % | ||||||||||
For the six months ended June 30, 2026, our holistic wellness consumer products and services segment generated total gross profit of approximately $0.9 million, with a gross margin of 74.9%, compared to gross profit of approximately $0.3 million with a gross margin of 32.9% for the six months ended June 30, 2025. The significant increase in gross profit was primarily due to the following.
Holistic wellness consumer products
Gross profit from holistic wellness consumer products increased to approximately $97,000 for the six months ended June 30, 2026, compared to approximately $25,000 for the same period in 2025, primarily driven by increased sales volume of wellness consumer products. Gross margin was 26.1% and 24.2% for the six months ended June 30, 2026 and 2025, respectively, and remained relatively consistent throughout the two periods.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN CONNECTION WITH THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Wellness therapies service
Gross profit from wellness therapies services increased to approximately $0.7 million for the six months ended June 30, 2026, compared to approximately $0.2 million for the same period in 2025, primarily driven by decreased service cost. Gross margin improved to 99.9% from 27.9%, primarily attributable to enhanced operational efficiency, including higher utilization rates of therapist staff, which allowed fixed personnel costs to be leveraged over a larger volume of services.
Stem cell treatment service
Stem cell treatment services were newly introduced in 2025 and generated gross profit of approximately $88,000, with a gross margin of 100.0%, as the related revenue was recognized on a net basis.
Licensing service of bioenergy cabin
Gross profit from licensing services of bioenergy cabins decreased to approximately $11,000 for the six months ended June 30, 2026, from approximately $17,000 for the same period in 2025. Gross margin decreased significantly to 26.5% from 100.0%, primarily due to the recognition of service fees payable to licensees for treatments provided to our clients at licensed centers, whereas none were incurred for the same period in 2025.
Wellness Membership Program
Gross profit from the wellness membership program decreased to $0 for the six months ended June 30, 2026, from approximately $50,000 for the same period in 2025, primarily driven by decreased enrollment of members in the wellness membership program.
Operating Expenses
Total operating expenses increased by approximately $76,000, or 3.9%, to approximately $2.0 million for the six months ended June 30, 2026 from approximately $2.0 million for the same period in 2025. The increase was mainly attributable to the increase of selling expenses and general and administrative expenses of approximately $12,000 and $63,000, respectively.
Selling expenses slightly increased by approximately $12,000, or 19.9%, to approximately $71,000 for the six months ended June 30, 2026, from approximately $59,000 for the six months ended June 30, 2025. The selling expenses were relatively consistent throughout the two periods.
General and administrative increased by approximately $63,000, or 3.3%, to approximately $2.0 million for the six months ended June 30, 2026 from approximately $1.9 million for the same period in 2025. The increase was mainly attributable to the increase in salary expenses of approximately $0.1 million, office rental expense of approximately $45,000, credit losses for the aged accounts of approximately $38,000, and depreciation expense of approximately $17,000. These increases were partially offset by decreases in professional fees of approximately $0.1 million, including audit, legal, accounting, and other advisory services.
Segment Income (Loss)
Our segment income (loss) from our reportable segments is summarized as follows:
|
For the six months ended June 30, |
||||||||||||||||
| 2026 | 2025 | Change |
Percentage Change |
|||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Property management services | $ | (61,814 | ) | $ | 148,356 | $ | (210,170 | ) | (141.7 | )% | ||||||
| Holistic wellness consumer products and services | 74,381 | (430,392 | ) | 504,773 | 117.3 | % | ||||||||||
| Others | - | 74,497 |
(74,497 |
) | (100.0 |
)% | ||||||||||
| Total reportable segment income (loss) | $ | 12,567 | $ | (207,539 | ) | $ | 220,106 | 106.1 | % | |||||||
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN CONNECTION WITH THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Property management services
Segment income from property management services reportable segment was decreased by approximately $0.2 million. This was mainly attributable to a decrease in gross profit of approximately $93,000 as discussed above, as well as an increase of $77,000 in salary expenses and $35,000 in other expenses.
Holistic wellness consumer products and services
Segment loss from holistic wellness consumer products and services reportable segment was decreased by approximately $0.5 million. This was mainly attributable to an increase in gross profit of approximately $0.6 million as discussed above.
Other Expenses, Net
Our other expense, net is summarized as follows:
|
For the six months ended June 30, 2026 |
For the six months ended June 30, 2025 |
Change | Change (%) | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Interest expense, net | $ | (55,992 | ) | $ | (43,657 | ) | $ | (12,335 | ) | 28.3 | % | |||||
| Other expense, net | (34,887 | ) | (30,135 | ) | (4,752 | ) | 15.8 | % | ||||||||
| Total other expense, net | $ | (90,879 | ) | $ | (73,792 | ) | $ | (17,087 | ) | 23.2 | % | |||||
Total other expense, net amounted to approximately $91,000 and $74,000 for the six months ended June 30, 2026 and 2025, respectively. This change was mainly due to the following:
Interest expenses, net
The increase of interest expenses by approximately $12,000 was mainly attributable to more new interest-bearing loans.
Other expense, net
Other expense, net amounted to approximately $35,000 and $30,000 for the six months ended June 30, 2026 and 2025, respectively. The change was mainly due to increase in loss from foreign loss.
Income Taxes Benefit
Our income taxes benefit was approximately $55,000 for the six months ended June 30, 2026 as compared to income tax benefit of approximately $4,000 for the same period in 2025. The increase in benefit for income taxes was mainly due to the realization of deferred tax liabilities incurred from the amortization of intangible assets acquired from Fortress Cove.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN CONNECTION WITH THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Net Loss
We had a net loss of approximately $0.8 million for the six months ended June 30, 2026, while we had a net loss of approximately $1.2 million for the same period in 2025, representing a change of approximately $0.4 million, or 33.7%. Such change was predominately due to the reasons as discussed above.
Liquidity and Capital Resources
In assessing liquidity, we monitor and analyze cash on-hand and operating and capital expenditure commitments. Our liquidity needs are to meet working capital requirements, operating expenses and capital expenditure obligations. Debt financing in the form of short-term borrowings from banks, private lenders, third parties and related parties and cash generated from operations have been utilized to finance working capital requirements. As of June 30, 2026, our working capital was approximately $5.5 million, and we had cash of approximately $0.4 million.
We have experienced recurring losses from operations from operating activities since 2020. In addition, we had, and will continue to have, an ongoing need to raise additional cash from outside sources to fund our expansion plan and related operations. Successful transition to attaining profitable operations is dependent upon achieving a level of revenues adequate to support our cost structure. In connection with our assessment of going concern considerations, management has determined that these conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that our consolidated financial statements are issued. The management’s plan in addressing this uncertainty is through the following sources:
| ● | other available sources of financing from Singapore banks and other financial institutions or private lenders; | |
| ● | equity financing. |
In light of the disparity between the exercise price of the warrants and our current trading price, it is very unlikely that any potential proceeds from the exercise of our warrants will be realized in the near future. We are in active discussions with bankers regarding a potential financing transaction through the issuance of convertible or equity financing to improve our liquidity and capital resource needs. However, there is no assurance that management will be successful in our financing plans. Should we need to seek additional capital prior to the closing of any financing transaction, we may continue to go to our related parties for additional financial support. We can make no assurances that required financings will be available for the amounts needed, or on terms commercially acceptable to us, if at all. If one or all of these events does not occur or subsequent capital raises are insufficient to bridge financial and liquidity shortfall, there would likely be a material adverse effect on us and would materially adversely affect our ability to continue as a going concern.
The following table provides summary information about our net cash flow for financial statement periods presented in this report:
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net cash used in operating activities | $ | (1,206,041 | ) | $ | (1,215,423 | ) | ||
| Net cash used in investing activities | (259,135 | ) | (23,222 | ) | ||||
| Net cash provided by financing activities | 1,493,652 | 1,117,757 | ||||||
| Effect of exchange rate on cash and cash equivalents | (7,717 | ) | 59,866 | |||||
| Net change in cash and cash equivalents | $ | 20,759 | $ | (61,022 | ) | |||
Principal demands for liquidity are for working capital and general corporate purposes.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
IN CONNECTION WITH THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Operating Activities
Net cash used in operating activities was approximately $1.2 million for the six months ended June 30, 2026 and was primarily attributable to (i) approximately $0.8 million in net loss as discussed above, (ii) approximately $0.5 million increase in accounts receivable due to increased revenue, (iii) approximately $0.3 million decrease in customer deposit as we received less deposit from our customers, and (iv) approximately $66,000 of operating lease payment to reduce operating lease liabilities, and offset by (i) various non-cash items of approximately $0.2 million which included depreciation expense, amortization expense, provision for credit losses and deferred taxes benefits, (ii) approximately $0.1 million decreased in prepaid expense and other current assets, due to utilization of previous prepaid expenses during the current period, (iii) approximately $0.1 million increase in other payables and accrued liabilities due to incurred more legal and professional fee, and (iv) approximately $53,000 increase in accounts payable.
Net cash used in operating activities was approximately $1.2 million for the six months ended June 30, 2025, and was primarily attributable to (i) approximately $1.2 million in net loss as discussed above, (ii) approximately $85,000 of operating lease payment to reduce operating lease liabilities, (iii) approximately $0.3 million increase in accounts receivable due to less collections, (iv) an increase of approximately $0.2 million in prepaid expenses and other current assets, primarily attributable to higher service prepayments, (v) approximately $0.1 million decrease in tax payable due to timely tax payments and offset by (i) various non-cash items of approximately $0.2 million which included depreciation expense and amortization expense, (ii) approximately $0.3 million increase in accounts payable as we incurred more purchasing on account, (iii) approximately $0.2 million increase in other payables and accrued liabilities due to incurred more legal and professional fee, (iv) approximately $46,000 increase in customer deposit as we collect more deposit from our customer.
Investing Activities
Net cash used in investing activities was approximately $0.3 million for the six months ended June 30, 2026, which was primarily attributable to approximately $0.3 million and $9,000 in purchase of crypto assets and software, respectively.
Net cash used in investing activities was approximately $23,000 for the six months ended June 30, 2025, which was primarily attributable to approximately $23,000 in purchase of equipment.
Financing Activities
Net cash provided by financing activities was approximately $1.5 million for the six months ended June 30, 2026 and was primarily attributable to (i) approximately $3.8 million proceeds received from issuance of ordinary shares through register direct offering, (ii) approximately $0.2 million proceeds received from short term loans - related parties, and (iii) approximately $88,000 proceed received from other payables - related parties, offset by (i) approximately $2.0 million repayment to short-term loans from related parties, (ii) approximately $0.4 million repayment to short-term loans from private lenders, (iii) approximately $0.1 million repurchased of warrant, (iv) approximately $46,000 repayment of convertible note, and (v) approximately $9,000 repayment finance lease liabilities.
Net cash provided by financing activities was approximately $1.1 million for the six months ended June 30, 2025 and was primarily attributable to (i) approximately $1.1 million proceeds received from short term loans - related parties, (ii) approximately $59,000 proceed received from other payables - related parties, and (iii) approximately $0.4 million proceed received from short-term loan private lender, offset by (i) approximately $0.6 million repayment to short-term loans from private lenders, and (ii) approximately $3,000 repayment finance lease liabilities.
Statement Regarding Unaudited Financial Information
The unaudited financial information set forth above is subject to adjustments that may be identified when audit work is performed on the Company’s year-end financial statements, which could result in significant differences from this unaudited financial information.