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United States securities and exchange commission logo
August 31, 2023
Wei Wen Kelvin Chen
Chief Executive Officer
EUDA Health Holdings Limited
1 Pemimpin Drive #12-07
One Pemimpin Singapore 576151
Re: EUDA Health
Holdings Limited
Amendment No. 1 to
Registration Statement on Form F-1
Filed August 4,
2023
File No. 333-268994
Dear Wei Wen Kelvin Chen:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
January 4, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1, filed August 4,
2023
Cover Page
1. We note your response
to previous comment 1 and re-issue the comment in part. We note
your reference to
"1,600,000 ordinary shares issued to two accredited investors pursuant
to certain amendments
to Forward Purchase Agreements in June 2023 in full satisfaction
of any fees or other
obligations the Company may have under the original Forward
Purchase Agreements."
Please revise to state the valuation of the shares that were issued
or otherwise explain
how you arrived at 1,600,000 ordinary shares as consideration for the
satisfaction of any
fees or obligations under the Forward Purchase Agreements.
2. We note that the
Convertible Note Shares you are registering consist of an indeterminate
number of ordinary
shares issuable upon the conversion of convertible notes in an
Wei Wen Kelvin Chen
FirstName LastNameWei Wen Kelvin Chen
EUDA Health Holdings Limited
Comapany
August 31, NameEUDA
2023 Health Holdings Limited
August
Page 2 31, 2023 Page 2
FirstName LastName
aggregate principal amount of $2,413,125. Please note that Securities
Act Rule 416 does
not apply to shares issuable upon conversion of securities where the
conversion is
determined by fluctuating market prices. In this regard, we note your
disclosure in
footnote (1) to the Selling Shareholders table that "Convertible Notes
with conversion
prices that are variably determined by the volume weighted average
price of our ordinary
shares are assumed to convert at a rate equal to $0.56 per share, the
average of the high
and low prices for our ordinary shares on August 1, 2023." Please
revise the registration
statement to register a reasonable good-faith estimate of the maximum
number of shares
necessary to cover conversions of the Convertible Notes. If the
estimate turns out to be
insufficient, the Company must file a new registration statement to
register the additional
shares for resale. For guidance, please refer to Compliance and
Disclosure Interpretations,
Securities Act Rules, Question 213.02.
Prospectus Summary
Securities in this Offering, page 8
3. We note your response to previous comment 8 and re-issue the comment
in part. We
specifically refer to your statement that "[a]lthough the selling
shareholders may
experience a positive rate of return based on the trading price at the
time they sell their
ordinary shares, the public shareholders may not experience a similar
rate of return on the
securities they purchased due to differences in the prices at which
such public
shareholders purchased their ordinary shares and the trading price."
With respect to the
1,437,500 ordinary shares issued in private placements on January 21,
2021 and February
5, 2021 for an aggregate purchase price of $25,000 and any other
shares issued for per
share consideration that is materially lower than the current trading
price of your common
stock, please expand on this statement to disclose the potential
profit the selling
securityholders would earn from the sale of their shares based on the
current trading price
of your common stock.
Risk Factors
EUDA previously identified material weaknesses in the Company s internal
control over
financial reporting..., page 26
4. We note your statement that "EUDA may be unable to report the Company
s financial
results accurately on a timely basis..." We also note that prior to
your determination that
you qualify as a "foreign private issuer," you did not timely file a
Form 10-K for the year
ended December 31, 2022 and a Form 10-Q for the quarter ended March
31, 2023. Please
revise your risk factor to state that you did not timely file these
reports and that you may
not be able to file timely reports in the future.
Index to Financial Statements, page F-1
5. We note that you have not included interim financial statements in the
amended
Registration Statement but, prior to your determination that you
qualify for "foreign
Wei Wen Kelvin Chen
EUDA Health Holdings Limited
August 31, 2023
Page 3
private issuer" status, you filed a Form 10-Q for the quarter ended March
31, 2023.
Pursuant to Item 4.a of Form F-1 and Item 8.A.5 of Form 20-F, "[i]f, at
the date of the
document, the company has published interim financial information that
covers a more
current period than those otherwise required by this standard, the more
current interim
financial information must be included in the document." Please revise
your Registration
Statement to include your previously published interim financial
information or explain to
us why you are not required to do so.
Please contact Conlon Danberg at 202-551-4466 or Jane Park at
202-551-7439 with any
other questions.
Sincerely,
FirstName LastNameWei Wen Kelvin Chen Division of
Corporation Finance
Office of Industrial
Applications and
Comapany NameEUDA Health Holdings Limited
Services
August 31, 2023 Page 3
cc: Jane Tam, Esq.
FirstName LastName