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:
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.
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. |
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. |
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.
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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