EUDA Health Holdings Ltd 2026年年度报告和过渡报告

FORM 20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR OR (Exact name of Registrant as specified in its charter) Securities registered or to be registered pursuant to Section 12(b) of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2025, there were 1,890,375 ordinary shares outstanding (giving retroactive effect to the 1-for-20 reverse stock split effected on March 23, 2026). Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer andlarge accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transitionperiod for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting underSection 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).☐ If “other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.☐Item 17☐Item 18 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error topreviously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).☐ TABLE OF CONTENTS ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS3ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE3ITEM 3.KEY INFORMATION3ITEM 4.INFORMATION ABOUT THE COMPANY14ITEM 4.A.UNRESOLVED STAFF COMMENTS21ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS22ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES40ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS47ITEM 8.FINANCIAL INFORMATION50ITEM 9.THE OFFER AND LISTING50ITEM 10.ADDITIONAL INFORMATION51ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK63ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES63 ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES65ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS65ITEM 15.CONTROLS AND PROCEDURES65ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT67ITEM 16B.CODE OF ETHICS67ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES67ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES67ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS67ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT68ITEM 16G.CORPORATE GOVERNANCE68ITEM 16H.MINE SAFETY DISCLOSURE72ITEM 16I.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS72ITEM 16J.INSIDER TRADING POLICIES72ITEM 16K.CYBERSECURITY72 INTRODUCTION Unless otherwise stated in this Annual Report on Form 20-F (“Annual Report” or “Form 20-F”), or the context otherwise requires, references to “we,