EUDA Health Holdings Ltd美股招股说明书(2026-08-11版)

EUDA HEALTH HOLDINGS LIMITED This prospectus relates to the resale from time to time by the selling shareholders identified in this prospectus under “Selling Shareholders” of up to an aggregate of 947,963 ordinaryshares (the “Shares”) of EUDA Health Holdings Limited (formerly known as 8i Acquisition 2 Corp., the “Company”), no par value per share, consisting of (i) 500,000 ordinary sharesissued pursuant to certain Simple Agreement for Future Tokens between the Company and QB Limited, a Hong Kong company, dated April 24, 2026 (the “QB Agreement”); (ii) 440,657ordinary shares held by certain affiliates of the Company; and (iii) 7,306 ordinary shares (the “Warrant Shares”) issuable upon exercise of 292,250 warrants held by Mr. Meng Dong (James)Tan, a significant holder of the Company, with each warrant entitling Mr. Tan to purchase one-fortieth of one ordinary share at an exercise price of $230.00 per share. We are not selling any securities under this prospectus and will not receive any proceeds from the sale of the Shares by the Selling Shareholders. The Selling Shareholders or theirdonees, pledgees, transferees or other successors-in-interest may, from time to time, offer and resell their Shares in public transactions or in privately negotiated transactions, withoutlimitation, at market prices prevailing at the time of resale or at negotiated prices. The timing and amount of any resale are within the sole discretion of the Selling Shareholders. See “Planof Distribution.” Our registration of the securities covered by this prospectus does not mean that either we will issue the Warrant Shares, or the Selling Shareholders will offer or sell, as applicable, anyof the securities. The Selling Shareholders named in this prospectus, may sell all or a portion of the Shares held by them and offered hereby from time to time directly or through one ormore underwriters, broker-dealers or agents. The names of any underwriters may be stated in the applicable prospectus supplement, if any such prospectus supplement is prepared. If theShares are sold through underwriters or broker-dealers, the Selling Shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The Shares may besold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. For additionalinformation on the methods of sale that may be used by the selling shareholders, see “Plan of Distribution” beginning on page 18 of this prospectus. We will bear all costs, expenses and fees in connection with the registration of the Shares offered hereby. Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “EUDA.” On March 23, 2026, the Company effected a share combination pursuant to which every20 shares were combined into one share (the “Share Combination”). On August 10, 2026, the last reported sales price of our ordinary shares was $14.80 per share and of our warrants was$0.03. Our auditor, J&S Associate PLT, an independent registered public accounting firm in Malaysia, is an auditor of companies that are traded publicly in the United States and a firmregistered with the PCAOB, is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page10 of this prospectus, and under similar headings in any amendment or supplements to this prospectus, as well as the documents incorporated or deemed to be incorporated byreference. We are an “emerging growth company” under applicable federal securities laws and are subject to reduced public company reporting requirements. We are also a “foreign private issuer,” as defined in the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and are exempt from certain rules under theExchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers,directors and principal shareholders are exempt from the “short swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, we are not required to fileperiodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered underthe Exchange Act. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of thisprospectus. Any representation to the contrary is a criminal offense. The date of this prospectus is August 11, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOO