OMH Ohmyhome Ltd

 

As filed with the U.S. Securities and Exchange Commission on February 13, 2024.

 

Registration No.   

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM F-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Ohmyhome Limited

(Exact name of registrant as specified in its charter)

 

Not Applicable

(Translation of Registrant’s Name into English)

 

Cayman Islands		3990		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

11 Lorong 3 Toa Payoh,

Block B #04-16/21, Jackson Square

Singapore 319579

Tel: +65 6886 9009

(Address, including zip code, and telephone number,

including area code, of principal executive offices)

 

Cogency Global Inc.

122 E 42nd St., 18th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone

number, including area code, of agent for service)

 

Copies to:

 

William S. Rosenstadt, Esq. Mengyi “Jason” Ye, Esq. Yarona Yieh, Esq. Ortoli Rosenstadt LLP 366 Madison Avenue 3rd Floor New York, NY 10017 (212) 588-0022

Barry I. Grossman, Esq. Sarah E. Williams, Esq. Matthew Bernstein, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-275987)

 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

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 transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

Ohmyhome Limited (the “Registrant” or the “Company”) is filing this Registration Statement on Form F-1 (this “Registration Statement”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of registering additional securities of the Company with the proposed maximum aggregate offering price not to exceed $800,000. The Registration Statement relates to the public offering of securities contemplated on Form F-1, as amended (File No. 333-275987) (the “Prior Registration Statement”), initially filed with the Securities and Exchange Commission (the “Commission”) on December 11, 2023, which was declared effective by the Commission on February 13, 2024. The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.

 

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

 

CERTIFICATION

 

The Company hereby certifies to the SEC that (1) it has instructed its bank to pay the filing fee set forth on Exhibit 107 hereto by a wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business as of February 14, 2024), (2) it will not revoke such instructions, (3) it has sufficient funds in the relevant account to cover the amount of such filing fee and (4) it will confirm receipt of such instructions by its bank during regular business hours no later than February 14, 2024.

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16. Exhibits and Financial Statement Schedules.

 

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-275987) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

 

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
5.1		Opinion of Conyers Dill & Pearman regarding the validity of securities being registered
15.1		Letter in lieu of Consent for Review Report
23.1		Consent of WWC, P.C.
23.2		Consent of WWC, P.C.
23.3		Consent of Conyers Dill & Pearman (included in Exhibits 5.1)
107		Filing Fee Table

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on February 13, 2024.

 

	OHMYHOME LIMITED
	By:	/s/ Rhonda Wong
	Name:	Rhonda Wong
	Title:	Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Date:	February 13, 2024
		/s/ Rhonda Wong
		Rhonda Wong
		Chief Executive Officer and Director (Principal Executive Officer)
Date:	February 13, 2024
		/s/ Race Wong
		Race Wong
		Chief Operating Officer and Director
Date:	February 13, 2024
		/s/ Chan Sze Ying
		Chan Sze Ying
		Finance Director (Principal Financial Officer, Principal Accounting Officer, Controller)
Date:	February 13, 2024
		/s/ Loh Kim Kang David
		Loh Kim Kang David
		Chairman of the board and Director
Date:	February 13, 2024
		/s/ Lee Wei Loon
		Lee Wei Loon
		Director
Date:	February 13, 2024
		/s/ Lim Khoon
		Lim Khoon
		Director
Date:	February 13, 2024
		/s/ Tan Wei Reng, Galven
		Tan Wei Reng, Galven
		Director

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY on February 13, 2024.

 

	Authorized U.S. Representative
	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice-President on behalf of Cogency Global Inc.

 

 

 

Exhibit 5.1

 

CONYERS DILL & PEARMAN   29th Floor One Exchange Square 8 Connaught Place Central Hong Kong T +852 2524 7106 | F +852 2845 9268   conyers.com

 

13 February 2024

 

Matter No. 838047/109739486

852 2842 9530

Richard.Hall@conyers.com

 

Ohmyhome Limited

Cricket Square, Hutchins Drive

P.O. Box 2681

Grand Cayman KY1-1111

Cayman Islands

 

Dear Sir/Madam,

 

Re: Ohmyhome Limited (the “Company”)

 

We have acted as special Cayman Islands legal counsel to the Company in connection with a registration statement on form F-1 to be filed pursuant to Rule 462(b) under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Additional Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) which is related to, and incorporates by reference, the Company’s registration statement on Form F-1 (File No. 333-275987), initially filed on 11 December 2023, as amended (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of ordinary shares par value US$0.001 each (the “Ordinary Shares”) of the Company.

 

The Additional Registration Statement relates to the registration under the Securities Act of the proposed offer and sale of 592,593 ordinary shares par value US$0.001 each (the “Additional Ordinary Shares”) in addition to the Ordinary Shares registered under the Registration Statement.

 

1.	DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined a copy of the Additional Registration Statement.

 

We have also reviewed copies of:

 

1.1.	the amended and restated memorandum and articles of association of the Company certified by the Secretary of the Company on 11 January 2024;

 

 

1.2.	unanimous written resolutions of the directors of the Company dated 8 February 2024 (collectively, the “Resolutions”);
1.3.	a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 7 February 2024 (the “Certificate Date”); and
1.4.	such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

2.	ASSUMPTIONS

 

We have assumed:

 

2.1.	the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;
2.2.	that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;
2.3.	the accuracy and completeness of all factual representations made in the Additional Registration Statement and other documents reviewed by us;
2.4.	that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, will remain in full force and effect and will not be rescinded or amended;
2.5.	that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;
2.6.	that upon issue of any Ordinary Shares to be sold by the Company, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; and
2.7.	the validity and binding effect under the laws of the United States of America of the Additional Registration Statement and that the Additional Registration Statement will be duly filed with the Commission.

 

3.	QUALIFICATIONS

 

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands.

 

 

4.

OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1.

The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Act.

 

4.2.	The issue and allotment of the Additional Ordinary Shares has been duly authorised. When allotted, issued and paid for as contemplated by the Additional Registration Statement, the Additional Ordinary Shares will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue of such shares).
4.3.	Based solely on our review of the Memorandum of Association of the Company, the authorised share capital of the Company is US$500,000 divided into 500,000,000 shares, with a par value of US$0.001 each.
4.4.	The statements under the caption “Risk Factors”, “Enforceability of Civil Liabilities” and “Taxation – Cayman Islands Taxation” in the prospectus forming part of the Additional Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Additional Registration Statement and to the references to our firm under the captions “Enforceability of Civil Liabilities”, “Taxation – Cayman Islands Taxation”, and “Legal Matters” in the prospectus forming a part of the Additional Registration Statement. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,

 

Conyers Dill & Pearman

 

 

EXHIBIT 15.1

 

 

To the Board of Directors and Shareholders of

Simply Sakal Pte. Ltd.

 

LETTER IN LIEU OF CONSENT FOR REVIEW REPORT

 

We have reviewed, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the unaudited interim condensed financial statements of Simply Sakal Pte. Ltd. for the six-month periods ended June 30, 2022 and 2023, as indicated in our report dated December 11, 2023, we expressed no opinion on that information.

 

We also are aware that the aforementioned report, pursuant to Rule 436(c) under the Securities Act of 1933, is not considered a part of the Registration Statement prepared or certified by an accountant or a report prepared or certified by an accountant within the meaning of Sections 7 and 11 of that Act.

 

San Mateo, California	WWC, P.C.
February 13, 2024	Certified Public Accountants
	PCAOB ID No. 1171

 

 

 

Exhibit 23.1

 

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in the Registration Statement on Form F-1 of Ohmyhome Limited of our report dated April 27, 2023, with respect to our audits of consolidated financial statements of Ohmyhome Limited and its subsidiaries (Collectively the “Company”) as of December 31, 2021 and 2022 for each of the years in the three-year period ended December 31, 2022, which appears in Ohmyhome Limited’s Annual Report on Form 20-F dated April 27, 2023.

 

We also consent to the reference to our firm under the heading “Experts” in the above mentioned Registration Statement.

 

San Mateo, California	WWC, P.C.
February 13, 2024	Certified Public Accountants
	PCAOB ID: 1171

 

 

 

 

EXHIBIT 23.2

 

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation by reference in the Registration Statement on Form F-1 of Ohmyhome Limited of our report dated December 11, 2023, with respect to our audits of financial statements of Simply Sakal Pte. Ltd. (Collectively the “Company”) as of December 31, 2021 and 2022 and for each of the years in the two-year period ended December 31, 2022.

 

We also consent to the reference to our firm under the heading “Experts” in the above mentioned Registration Statement.

 

San Mateo, California	WWC, P.C.
February 13, 2024	Certified Public Accountants
	PCAOB ID: 1171

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

F-1 MEF

(Form Type)

 

Ohmyhome Limited

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule				Amount Registered				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to Be Paid		Equity		Ordinary Shares, par value US$0.001 per share (1)			457(o)(2)				[	]		$	[	]		$	800,000 (3)			$	0.00014760			$	118.08
		Total Offering Amounts																$	800,000							$	118.08
		Total Fees Previously Paid																								$	0
		Total Fee Offsets																									-
		Net Fee Due																								$	118.08

 

(1) Ordinary shares registered hereby have been registered under a separate registration statement on Form F-1 (Registration No. 333-275987) (the “Prior Registration Statement”), which was declared effective on February 13, 2024.

 

(2) The registration fee for securities is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, assuming the sale of the ordinary shares at the expected offering price, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o). In accordance with Rule 416(a), the Registrant is also registering an indeterminate number of additional ordinary shares that shall be issuable pursuant to Rule 416 to prevent dilution resulting from share splits, share dividends or similar transactions.

 

(3) Represents only the additional number of ordinary shares and offering amount being registered. This does not include the securities that the Registrant previously registered on the Prior Registration Statement.

 

 

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