United States securities and exchange commission logo





                              January 4, 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
                                                            Registration
Statement on Form S-1
                                                            Filed December 23,
2022
                                                            File No. 333-268994

       Dear Wei Wen Kelvin Chen:

              We have limited our review of your registration statement to
those issues we have
       addressed in our 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.

       Form S-1 filed December 23, 2022

       Cover Page

   1.                                                   For each of the
ordinary shares and warrants being registered for resale, disclose the price
                                                        that the selling
securityholders paid for such ordinary shares and warrants overlying such
                                                        securities.
   2.                                                   Disclose the exercise
price of the warrants compared to the market price of the underlying
                                                        security. If the
warrants are out the money, please disclose the likelihood that warrant
                                                        holders will not
exercise their warrants. Provide similar disclosure in the prospectus
                                                        summary, risk factors,
MD&A and use of proceeds section and disclose that cash proceeds
                                                        associated with the
exercises of the warrants are dependent on the stock price. As
                                                        applicable, describe
the impact on your liquidity and update the discussion on the ability
                                                        of your company to fund
your operations on a prospective basis with your current cash on
 Wei Wen Kelvin Chen
FirstName  LastNameWei  Wen Kelvin Chen
EUDA Health   Holdings Limited
Comapany
January    NameEUDA Health Holdings Limited
        4, 2023
January
Page 2 4, 2023 Page 2
FirstName LastName
         hand.
3.       We note the significant number of redemptions of your ordinary shares
in connection with
         your business combination and that the shares being registered for
resale will constitute a
         considerable percentage of or may exceed your public float. We also
note that all or most
         of the shares being registered for resale were purchased by the
selling securityholders for
         prices considerably below the current market price of the ordinary
shares. Highlight the
         significant negative impact sales of shares on this registration
statement could have on the
         public trading price of the ordinary shares.
Risk Factors
Due to the significant number of the Company's ordinary shares that were
redeemed..., page 10

4.       We refer to your risk factor highlighting the negative pressure
potential sales of ordinary
         shares pursuant to this registration statement could have on the
public trading price of the
         ordinary shares. Please revise to disclose the purchase price of the
securities being
         registered for resale and the percentage that these shares currently
represent of the total
         number of shares outstanding.
EUDA Health Limited Management's Discussion and Analysis of Financial Condition
and
Results of Operations, page 93

5.       We note that the preliminary projected revenues for 2022 were $50
million and later
         revised to $13 million, as set forth in the unaudited prospective
financial information
         management prepared in connection with the evaluation of the business
combination. We
         also note that your actual revenues for the nine months ended
September 30, 2022 was
         approximately $7.4 million. It appears that you may miss your 2022
revenue projection.
         Please update your disclosure in Liquidity and Capital Resources, and
elsewhere, to
         provide updated information about the company's financial position and
further risks to
         the business operations and liquidity in light of these circumstances.
6.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the ordinary
         shares, expand your discussion of capital resources to address any
changes in the
         company's liquidity position since the business combination. If the
company is likely to
         have to seek additional capital, discuss the effect of this offering
on the company's ability
         to raise additional capital.
7.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company's ordinary shares. Your
discussion should
         highlight the fact that Watermark Developments Limited, a beneficial
owner of more than
         47% of your outstanding shares, will be able to sell all of its shares
for so long as the
         registration statement of which this prospectus forms a part is
available for use.
 Wei Wen Kelvin Chen
EUDA Health Holdings Limited
January 4, 2023
Page 3
General

8.    Revise your prospectus to disclose the price that each selling
securityholder paid for the
      ordinary shares and warrants being registered for resale. Highlight any
differences in the
      current trading price, the prices that the Sponsor, the private placement
investors and other
      selling securityholders acquired their shares and warrants, and the price
that the public
      securityholders acquired their shares and warrants. Disclose that while
the Sponsor, the
      private placement investors and other selling securityholders may
experience a positive
      rate of return based on the current trading price, the public
securityholders may not
      experience a similar rate of return on the securities they purchased due
to differences in
      the purchase prices and the current trading price. Please also disclose
the potential profit
      the selling securityholders will earn based on the current trading price.
Lastly, please
      include appropriate risk factor disclosure.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Jane Park at 202-551-7439 or Celeste Murphy at
202-551-3257 with any
questions.



                                                            Sincerely,

FirstName LastNameWei Wen Kelvin Chen                       Division of
Corporation Finance
                                                            Office of
Industrial Applications and
Comapany NameEUDA Health Holdings Limited
                                                            Services
January 4, 2023 Page 3
cc:       J. Britton Williston, Esq.
FirstName LastName