Ohmyhome Ltd
For the period ended Dec 31, 2024. Filed Apr 29, 2025.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2024 · Filed Apr 29, 2025
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 31,2024
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number:001-41647
Ohmyhome Limited
(Exact name of Registrant as specified in its charter)
Cayman Islands
(Jurisdiction of incorporation or organization)
243 Alexandra Road
#02-01 BS Centre
**Singapore **159932
(Address of principal executive offices)
Rhonda Wong
ir@ohmyhome.com
+65 6886 9009
243 Alexandra Road
#02-01 BS Centre
Singapore 159932
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary shares, par value $0.001 per share | OMH | Nasdaq Capital Market |
Securities registered or to be registered pursuant to Section 12(g) of the Act:None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None
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:23,590,308 ordinary shares issued and outstanding as of December 31, 2024.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐ Yes ☒No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
☐ Yes ☒No
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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 “large accelerated filer,” “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 transition period 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 under Section 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 to previously 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 executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| U.S. GAAP ☒ | International Financial Reporting Standards as issued | Other ☐ |
|---|---|---|
| by the International Accounting Standards Board ☐ |
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 this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
☐ Yes☒ No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
☐ Yes ☐ No
Table of Contents
| Page | ||
|---|---|---|
| PART I | ||
| Item 1. | Identity of Directors, Senior Management and Advisers | 5 |
| Item 2. | Offer Statistics and Expected Timetable | 5 |
| Item 3. | Key Information | 5 |
| Item 4. | Information on the Group | 32 |
| Item 4A. | Unresolved Staff Comments | 56 |
| Item 5. | Operating and Financial Review and Prospects | 56 |
| Item 6. | Directors, Senior Management and Employees | 81 |
| Item 7. | Major Shareholders and Related Party Transactions | 92 |
| Item 8. | Financial Information | 94 |
| Item 9. | The Offer and Listing | 95 |
| Item 10. | Additional Information | 95 |
| Item 11. | Quantitative and Qualitative Disclosures About Market Risk | 111 |
| Item 12. | Description of Securities Other than Equity Securities | 111 |
| PART II | ||
| Item 13. | Defaults, Dividend Arrearages and Delinquencies | 112 |
| Item 14. | Material Modifications to the Rights of Security Holders and Use of Proceeds | 112 |
| Item 15. | Controls and Procedures | 112 |
| Item 16A. | Audit Committee Financial Expert | 113 |
| Item 16B. | Code of Ethics | 113 |
| Item 16C. | Principal Accountant Fees and Services | 113 |
| Item 16D. | Exemptions from the Listing Standards for Audit Committees | 113 |
| Item 16E. | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 113 |
| Item 16F. | Change in Registrant’s Certifying Accountant | 113 |
| Item 16G. | Corporate Governance | 114 |
| Item 16H. | Mine Safety Disclosure | 114 |
| Item 16I. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 114 |
| Item 16J. | Insider Trading Policies | 114 |
| Item 16K. | cybersecurity | 114 |
| PART III | ||
| Item 17. | Financial Statements | 115 |
| Item 18. | Financial Statements | 115 |
| Item 19. | Exhibits | 115 |
INTRODUCTION
Except where the context otherwise requires and for purposes of this annual report only the term:
| ● | “AI” refers to artificial intelligence. |
| ● | “Amended and Restated Memorandum and Articles of Association” refers to the amended and restated memorandum and articles of association of our Group adopted on November 28, 2022, and as amended from time to time. |
| ● | “Anthill” refers to Anthill Corporation Pte. Ltd., a company incorporated in Singapore and owned as to 50% each by Ms. Rhonda Wong and Ms. Race Wong and which own 8,415,406 Ordinary Shares representing approximately 35.67% of the entire issued share capital of our Company. |
| ● | “BVI” refers to the British Virgin Islands. |
| ● | “CEA” refers to Council for Estate Agencies of Singapore. |
| ● | “Company” or “our Company” refers to Ohmyhome Limited, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act on July 19, 2022. |
| ● | “Companies Act” refers to the Companies Act (2021 Revision) of the Cayman Islands, as amended, supplemented or modified from time to time. |
| ● | “Cora.Pro” refers to Cora.Pro Pte. Ltd., a company incorporated in Singapore on May 21, 2020, and an indirect wholly-owned subsidiary of our Company. |
| ● | “COVID-19” refers to the Coronavirus Disease 2019. |
| ● | “COVID-19 Act” refers to the COVID-19 (Temporary Measures) Act 2020 of Singapore, as amended, supplemented or modified from time to time. |
| ● | “COVID-19 Regulations” refers to the COVID-19 (Temporary Measures) (Control Order) Regulations 2020 of Singapore, as amended, supplemented or modified from time to time. |
| ● | “Directors” refers to the directors of our Company as at the date of this annual report, unless otherwise stated. |
| ● | “DIY” refers to do-it-yourself. |
| ● | “DreamR” refers to The DreamR Project Pte. Ltd., a company incorporated in Singapore on December 7, 2021, and an indirect wholly-owned subsidiary of our Company. |
| ● | “Estate Agents Act” refers to the Estate Agents Act 2010 of Singapore, as amended, supplemented or modified from time to time. |
| ● | “Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended. |
| ● | “Executive Directors” refers to the executive directors of our Company as at the date of this annual report, unless otherwise stated. |
| ● | “Executive Officers” refers to the executive officers of our Company as at the date of this annual report, unless otherwise stated. |
| ● | “Group,” “our Group,” “we,” “us,” or “our” refers to our Company and its subsidiaries or any of them, or where the context so requires, in respect of the period before our Company becoming the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors. |
| ● | “GST” refers to the Goods and Services Tax chargeable pursuant to the Goods and Services Tax Act 1993 of Singapore. |
| ● | “HDB” refers to the Housing & Development Board of Singapore. |
| ● | “Independent Directors” refers to the independent non-executive Directors of our Company as at the date of this annual report, unless otherwise stated. |
| ● | “MATCH” refers to the property matching technology and algorithm developed by our Group. |
| ● | “MOM” refers to the Ministry of Manpower of Singapore. |
| ● | “Ms. Race Wong” refers to Ms. Wong Wan Pei, our Director, and Chief Operating Officer. |
| ● | “Ms. Rhonda Wong” refers to Ms. Wong Wan Chew, our Director, Co-Chief Executive Officer, and Chief Financial Officer. |
| ● | “Ohmyhome (BVI)” refers to Ohmyhome (BVI) Limited, a company incorporated in the BVI on July 27, 2022, and a wholly-owned subsidiary of our Company. |
| ● | “Ohmyhome (I)” refers to Ohmyhome Insurance Pte. Ltd., a company incorporated in Singapore on March 5, 2020, and an indirect wholly-owned subsidiary of our Company. |
| ● | “Ohmyhome (M)” refers to Ohmyhome Sdn. Bhd., a company incorporated in Malaysia on January 17, 2019, and an indirect subsidiary of our Company. |
| ● | “Ohmyhome (R)” refers to Ohmyhome Renovation Pte. Ltd., a company incorporated in Singapore on March 5, 2020, and an indirect wholly-owned subsidiary of our Company. |
| ● | “Ohmyhome (RL)” refers to Ohmyhome Realtors Sdn. Bhd., a company incorporated in Malaysia on January 17, 2019, and an indirect subsidiary of our Company. |
| ● | “Ohmyhome (S)” refers to Ohmyhome Pte. Ltd., a company incorporated in Singapore on June 12, 2015, and an indirect wholly-owned subsidiary of our Company. |
| ● | “Ohmyhome Property Management (S)” refers to Ohmyhome Property Management Pte. Ltd., a company incorporated in Singapore and a wholly-owned subsidiary of our Company. With effect from November 8, 2023, the name of the company was changed from Simply Sakal Pte. Ltd. to Ohmyhome Property Management Pte. Ltd. |
| ● | “Ordinary Shares” refers to the ordinary shares in the capital of our Company. |
| ● | “Operating Subsidiaries” refers to Ohmyhome (S), Ohmyhome (I), Ohmyhome (R), Cora.Pro, DreamR, Ohmyhome Property Management (S), Ohmyhome (M) and Ohmyhome (RL). |
| ● | “Other Existing Shareholders” refers to the existing shareholders of our Company immediately prior to the initial public offering (excluding Anthill), namely Ang Yen Ney, Anthony Craig Bolger, Ong Eng Yaw, Primefounders Pte. Ltd., Teo Khiam Chong, Vienna Management Ltd., Wang Yu Huei, K3 Ventures Pte. Ltd., Lee Kwi Thai, GEC Tech Ltd., Chew Kwee San, Fong Cheng Kee, Swettenham Blue Pte. Ltd. and Tsai Chun-Chia (all of whom are Independent Third Parties except Anthony Craig Bolger, Lee Kwi Thai and Vienna Management Ltd.) holding 284,806; 58,693; 344,593; 591,395; 230,215; 1,785,941; 460,429; 118,662; 122,307; 1,227,446; 292,280; 301,120; 625,024 and 416,683 Ordinary Shares, respectively. |
| ● | “Representative” refers to Prime Number Capital LLC, acting as the lead managing underwriter and book-runner with respect to the Ordinary Shares subject to the initial public offering. |
| ● | “RM” refers to Malaysian ringgit, the lawful currency of Malaysia. |
| ● | “S$” or “SGD” or “Singapore Dollars” refers to Singapore dollar(s), the lawful currency of Singapore. |
| ● | “SCAL” refers to Singapore Contractors’ Association Limited. |
| ● | “SEC” refers to the United States Securities and Exchange Commission; |
| ● | “Securities Act” refers to the U.S. Securities Act of 1933, as amended, supplemented or modified from time to time. |
| ● | “Shareholders” refers to the holders of Ordinary Shares. |
| ● | “Singapore Companies Act” refers to the Companies Act 1967 of Singapore, as amended, supplemented or modified from time to time. |
| ● | “Simply” or “Simply (Singapore)” refers to Simply Sakal Pte. Ltd., a company incorporated in Singapore and a wholly-owned subsidiary of our Company. With effect from November 8, 2023, the name of the company was changed from Simply Sakal Pte. Ltd. to Ohmyhome Property Management Pte. Ltd. |
| ● | “Super Agents” refers to licensed real estate agents and salespersons employed by our Group on a full-time basis and not associated with any other agencies in the jurisdictions where we operate. |
| ● | “TDSR” refers to the Total Debt Servicing Ratio. |
| ● | “US$” or “U.S. dollars” refers to the lawful currency of the United States; |
| ● | “U.S.” or “United States” refers to the United States of America. |
| ● | “VR” refers to virtual reality. |
Ohmyhome Limited is a holding company with operations conducted in Singapore and Malaysia through its operating subsidiaries in Singapore and Malaysia, using Singapore dollars and Malaysian Ringgit. Our reporting currency is in Singapore dollars. This annual report also contains translations of certain foreign currency amounts into U.S. dollars for the convenience of the reader. Unless otherwise stated, all translations of Singapore dollars into U.S. dollars were made at S$1.3662 to US$1.00 for the financial year ended December 31, 2024 amounts, S$1.3193 to US$1.00 for the financial year ended December 31, 2023 amounts, S$1.3404 to US$1.00 for the financial year ended December 31, 2022 amounts, S$1.352 to US$1.00 for the financial year ended December 31, 2021 amounts, S$1.3800 to US$1.00 for the financial year ended December 31, 2020 amounts, in accordance with our internal exchange rate. We make no representation that the Singapore dollar or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Singapore dollars, as the case may be, at any particular rate or at all.
We obtained the industry and market data used in this annual report or any document incorporated by reference from industry publications, research, surveys and studies conducted by third parties and our own internal estimates based on our management’s knowledge and experience in the markets in which we operate. We did not, directly or indirectly, sponsor or participate in the publication of such materials, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report. We have sought to provide current information in this annual report and believe that the statistics provided in this annual report remain up-to-date and reliable, and these materials are not incorporated in this annual report other than to the extent specifically cited in this annual report.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may” or other similar expressions in this annual report. These statements are likely to address our growth strategy, financial results and product and development programs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:
| ● | our goals and strategies; |
| ● | our future business development, financial condition and results of operations; |
| ● | introduction of new product and service offerings; |
| ● | expected changes in our revenues, costs or expenditures; |
| ● | our expectations regarding the demand for and market acceptance of our products and services; |
| ● | expected growth of our customers, including consolidated account customers; |
| ● | competition in our industry; |
| ● | government policies and regulations relating to our industry; |
| ● | the length and severity of the recent COVID-19 outbreak and its impact on our business and industry |
| ● | any recurrence of the COVID-19 pandemic and scope of related government orders and restrictions and the extent of the impact of the COVID-19 pandemic on the global economy; |
| ● | other factors that may affect our financial condition, liquidity and results of operations; and |
| ● | other risk factors discussed under “Item 3. Key Information — 3.D. Risk Factors.” |
We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Except as required under the federal securities laws, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this annual report, whether as a result of new information, future events, changes in assumptions, or otherwise.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.