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Ohmyhome Ltd
Response Received
1 company response(s)
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Ohmyhome Ltd
Response Received
4 company response(s)
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Company responded
2023-12-29
Ohmyhome Ltd
Summary
CORRESP · 2023-12-29
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Company responded
2024-02-07
Ohmyhome Ltd
Summary
CORRESP · 2024-02-07
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Company responded
2024-02-12
Ohmyhome Ltd
Summary
CORRESP · 2024-02-12
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Company responded
2024-02-12
Ohmyhome Ltd
Summary
CORRESP · 2024-02-12
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Ohmyhome Ltd
Response Received
9 company response(s)
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SEC wrote to company
2022-12-23
Ohmyhome Ltd
Summary
UPLOAD · 2022-12-23
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Company responded
2023-01-06
Ohmyhome Ltd
References: December 23, 2022
Summary
CORRESP · 2023-01-06
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Company responded
2023-03-14
Ohmyhome Ltd
Summary
CORRESP · 2023-03-14
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Company responded
2023-03-14
Ohmyhome Ltd
Summary
CORRESP · 2023-03-14
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Company responded
2023-03-16
Ohmyhome Ltd
Summary
CORRESP · 2023-03-16
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Company responded
2023-03-16
Ohmyhome Ltd
Summary
CORRESP · 2023-03-16
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Company responded
2023-03-16
Ohmyhome Ltd
Summary
CORRESP · 2023-03-16
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Ohmyhome Ltd
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-08-03
Ohmyhome Ltd
Summary
UPLOAD · 2023-08-03
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Ohmyhome Ltd
Awaiting Response
0 company response(s)
High
SEC wrote to company
2023-01-19
Ohmyhome Ltd
Summary
UPLOAD · 2023-01-19
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Ohmyhome Ltd
Awaiting Response
0 company response(s)
Medium
SEC wrote to company
2022-10-04
Ohmyhome Ltd
Summary
UPLOAD · 2022-10-04
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Summary
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-03-24 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2025-03-13 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | 333-285637 | Read Filing View |
| 2024-02-12 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2024-02-12 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2024-02-07 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-12-29 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-12-25 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | 377-06784 | Read Filing View |
| 2023-12-11 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-08-03 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | 377-06784 | Read Filing View |
| 2023-03-16 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-16 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-16 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-16 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-14 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-14 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-01-24 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-01-19 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-01-06 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-12-23 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-10-04 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-03-13 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | 333-285637 | Read Filing View |
| 2023-12-25 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | 377-06784 | Read Filing View |
| 2023-08-03 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | 377-06784 | Read Filing View |
| 2023-01-19 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-12-23 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2022-10-04 | SEC Comment Letter | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| Date | Type | Company | Location | File No | Link |
|---|---|---|---|---|---|
| 2025-03-24 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2024-02-12 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2024-02-12 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2024-02-07 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-12-29 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-12-11 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-16 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-16 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-16 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-16 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-14 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-03-14 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-01-24 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
| 2023-01-06 | Company Response | Ohmyhome Ltd | Cayman Islands | N/A | Read Filing View |
2025-03-24 - CORRESP - Ohmyhome Ltd
CORRESP 1 filename1.htm OHMYHOME LIMITED 11 Lorong 3 Toa Payoh Block B, #04-16/21, Jackson Square Singapore 319579 March 24, 2025 VIA EDGAR Ms. Isabel Rivera Division of Corporation Finance Office of Real Estate & Construction U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: OHMYHOME LIMITED (the "Company") Registration Statement on Form F-3 (File No. 333-285637) (the "Registration Statement") Dear Sirs, The Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement so that such Registration Statement will become effective as of 6:00 a.m. on March 26, 2025, or as soon thereafter as practicable. The Company hereby acknowledges that: ● Should the Securities and Exchange Commission (the " Commission ") or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; ● The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and ● The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461 of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Loeb & Loeb LLP. [Signature page follows] Very truly yours, OHMYHOME LIMITED By: /s/ Rhonda Wong Name: Rhonda Wong Title: Director and Chief Executive Officer
2025-03-13 - UPLOAD - Ohmyhome Ltd File: 333-285637
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> March 13, 2025 Rhonda Wong Director and Chief Executive Officer Ohmyhome Limited 11 Lorong 3 Toa Payoh Block B, #04-16/21, Jackson Square Singapore 319579 Re: Ohmyhome Limited Registration Statement on Form F-3 Filed March 7, 2025 File No. 333-285637 Dear Rhonda Wong: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. 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. Please contact Isabel Rivera at 202-551-3518 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction </TEXT> </DOCUMENT>
2024-02-12 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
Ohmyhome
Limited
February
12, 2024
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, NE
Washington,
D.C., 20549
Attn:
Mr. Benjamin Holt
Re:
Ohmyhome
Limited
Registration
Statement on Form F-1, as amended (File No. 333-275987)
Withdrawal
of and New Request for Concurrence in Acceleration Request
Dear
Mr. Holt:
Reference
is made to our letter, filed as correspondence via EDGAR on February 7, 2024, in which we requested the acceleration of the effective
date of the above-referenced Registration Statement for February 12, 2024, at 5:30 p.m. Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally request effectiveness of the above-referenced Registration Statement for February 13, 2024, at 5:30 p.m. Eastern
Time.
Very
truly yours,
Ohmyhome
Limited
By:
/s/
Rhonda Wong
Name:
Rhonda
Wong
Title:
Chief
Executive Officer
2024-02-12 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
February
12, 2024
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, N.E.
Washington,
D.C. 20549-1004
Re:
Ohmyhome
Limited
Registration
Statement on Form F-1, as amended (File No. 333-275987)
Withdrawal
of and New Request for Concurrence in Acceleration Request
Ladies
and Gentlemen:
Reference
is made to our letter, filed as correspondence via EDGAR on February 7, 2024, in which we provided concurrence in the request for acceleration
of the effective date of the above-referenced Registration Statement for February 12, 2024, at 5:30 p.m. Eastern Time, in accordance
with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared
effective at this time and we hereby formally request effectiveness of the above-referenced Registration Statement for February 13, 2024,
at 5:30 p.m. Eastern Time.
Very
truly yours,
Maxim
Group LLC
By:
/s/
Clifford A. Teller
Name:
Clifford
A. Teller
Title:
Co-President
2024-02-07 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
Ohmyhome
Limited
February
7, 2024
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, NE
Washington,
D.C., 20549
Attn:
Mr. Benjamin Holt
Re:
Ohmyhome
Limited
Registration
Statement on Form F-1, as amended (File No. 333-275987)
Request
for Acceleration of Effectiveness
Dear
Mr. Holt:
In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ohmyhome Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration
Statement become effective at 5:30 p.m., Eastern Time, on February 12, 2024, or as soon thereafter as practicable.
Very
truly yours,
Ohmyhome
Limited
By:
/s/
Rhonda Wong
Name:
Rhonda
Wong
Title:
Chief
Executive Officer
2023-12-29 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
Ohmyhome
Limited
11
Lorong 3 Toa Payoh
Block
B #04-16/21, Jackson Square
Singapore
319579
December
29, 2023
Division
of Corporation Finance
Office
of Real Estate & Construction
U.S.
Securities and Exchange Commission
Washington,
DC 20549
Attn:
Mr. Benjamin Holt
Re:
Ohmyhome
Limited
Registration
Statement on Form F-1
Submitted
December 11, 2023
CIK
No. 0001944902
File No. 333-275987
Dear
Mr. Holt,
This
letter is in response to your letter on December 24, 2023, in which you provided comments to the Registration Statement on Form F-1 (the
“Registration Statement”) of Ohmyhome Limited (the “Company”) filed with the U.S. Securities and Exchange Commission
on December 11, 2023. On the date hereof, the Company has filed an Amendment No. 1 to the Registration Statement on Form F-1 (the “F-1/A”).
We set forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.
Registration
Statement on Form F-1 submitted December 11, 2023
Debt
Purchase Agreement, page 48
1.
We note your response to prior comment 7 and your revised disclosure on pages 4 and 48 of the prospectus. However, it appears that the
debt’s terms regarding the interest rate of 5.0% and the repayment date on the earlier of (i) within 14 days from the date of demand
by the company or (ii) 12 months from the date of the agreement are not specified in the debt purchase agreement filed as Exhibit 10.8.
Please revise or advise as appropriate.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the debt purchase agreement filed as Exhibit
10.8 is among the Company, who is the purchaser of the debt, Wong Kok Hoe, who is the seller of the debt, and
Ohmyhome Property Inc. The debt’s terms are specified in a separate agreement, which is the loan agreement between Ohmyhome
Property Inc., the debtor, and Ohmyhome Pte. Ltd., the creditor and a subsidiary of the Company. We have filed this loan agreement as
Exhibit 10.11.
Key
Business Metrics
Units
under management, page 71
2.
Please revise to disclose the primary driver(s) of growth in units under management.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that that the primary drivers of growth in
units under management has been added into the MD&A section on page 71 of the F-1/A.
Factors
Affecting Performance
Pricing,
page 72
3.
Under either the MD&A
section or business section, as appropriate, please revise to disclose the material terms of Simply’s customer contracts. For
example, as applicable, describe deposit requirements, payment terms, duration, provisions allowing for repricing, and cancellation
or termination rights.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have disclosed the material terms of
Simply’s customer contracts in the MD&A section on page 71 of the F-1/A.
We
have also filed as exhibit 10.12 a form managing agent agreement entered into between Simply and their customers, for further reference.
For
further clarity on the material terms of Simply’s customer contracts:
●
There are no deposit requirements.
●
All sums’ payables will be invoiced to the customer
on a monthly basis, and the customer has to pay such sums within thirty days of receipt of invoice.
●
The duration of each contract is twelve (12) months.
●
There are currently no provisions allowing for repricing.
Customers or Simply would have to renegotiate pricing after the end of the current contract should they wish to reprice the contract.
●
For termination, it is categorized into breach and
no breach scenarios. In the event there is no breach, either the customer may terminate Simply’s appointment at any time by
providing 1 months’ written notice, or Simply may resign by providing 2 months’ written notice. In the event of breach,
the situations under which are specified in the contract, the Customer may terminate immediately.
Exhibits
4.
Please file an updated
auditor’s consent of WWC, P.C. that clearly consents to the inclusion, rather than incorporation, of the auditor’s report
dated April 27, 2023 in the prospectus. Please also file the auditor’s consent to the inclusion of their report dated December
11, 2023 relating to the financial statements of Simply Sakal Pte. Ltd.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have filed updated auditor’s
consents as exhibits 23.1 and 23.2.
We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona
Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/ Rhonda
Wong
Rhonda Wong
Chief Executive Officer
2023-12-25 - UPLOAD - Ohmyhome Ltd File: 377-06784
United States securities and exchange commission logo
December 24, 2023
Rhonda Wong
Chief Executive Officer
Ohmyhome Limited
11 Lorong 3 Toa Payoh
Block B #04-16/21, Jackson Square
Singapore 319579
Re:Ohmyhome Limited
Registration Statement on Form F-1
Filed December 11, 2023
File No. 333-275987
Dear Rhonda Wong:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 3, 2023 letter.
Registration Statement on Form F-1 filed December 11, 2023
Debt Purchase Agreement, page 48
1.We note your response to prior comment 7 and your revised disclosure on pages 4 and 48
of the prospectus. However, it appears that the debt's terms regarding the interest rate of
5.0% and the repayment date on the earlier of (i) within 14 days from the date of demand
by the company or (ii) 12 months from the date of the agreement are not specified in
the debt purchase agreement filed as Exhibit 10.8. Please revise or advise as appropriate.
FirstName LastNameRhonda Wong
Comapany NameOhmyhome Limited
December 24, 2023 Page 2
FirstName LastName
Rhonda Wong
Ohmyhome Limited
December 24, 2023
Page 2
Key Business Metrics
Units under management, page 71
2.Please revise to disclose the primary driver(s) of growth in units under management.
Factors Affecting Performance
Pricing, page 72
3.Under either the MD&A section or business section, as appropriate, please revise to
disclose the material terms of Simply's customer contracts. For example, as applicable,
describe deposit requirements, payment terms, duration, provisions allowing for
repricing, and cancellation or termination rights.
Exhibits
4.Please file an updated auditor’s consent of WWC, P. C. that clearly consents to the
inclusion, rather than incorporation, of the auditor’s report dated April 27, 2023 in the
prospectus. Please also file the auditor’s consent to the inclusion of their report dated
December 11, 2023 relating to the financial statements of Simply Sakal Pte. Ltd.
Please contact Benjamin Holt at 202-551-6614 or Mary Beth Breslin at 202-551-3625
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Yarona Yieh
2023-12-11 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
Ohmyhome
Limited
11
Lorong 3 Toa Payoh
Block
B #04-16/21, Jackson Square
Singapore
319579
December
11, 2023
Division
of Corporation Finance
Office
of Real Estate & Construction
U.S.
Securities and Exchange Commission
Washington,
DC 20549
Attn:
Mr. Benjamin Holt
Re:
Ohmyhome
Limited
Draft
Registration Statement on Form F-1
Submitted
July 19, 2023
CIK
No. 0001944902
Dear
Mr. Holt,
This
letter is in response to your letter on August 3, 2023, in which you provided comments to the Draft Registration Statement on Form F-1
(the “Draft Registration Statement”) of Ohmyhome Limited (the “Company”) filed with the U.S. Securities and Exchange
Commission on July 19, 2023. On the date hereof, the Company has filed a Registration Statement on Form F-1 (the “Registration
Statement”). We set forth below in bold the comments in your letter relating to the Registration Statement followed by our responses
to the comments.
Draft
Registration Statement on Form F-1 submitted July 19, 2023
General
1.
We
refer to your disclosure under the section titled “Recent Developments” on page 4. We note that you have not provided
financial statements or pro forma financial information for your potential acquisition of either Ohmyhome Property Inc. or HomerAI.
Please tell us how you considered whether:
●
financial
statements for Ohmyhome Property Inc. or HomerAI are required by Rule 3-05 of Regulation S-X;
●
pro
forma financial information in connection with the Ohmyhome Property Inc. acquisition or HomerAI acquisition is required by Article
11 of Regulation S-X; and
●
Ohmyhome
Property Inc. or HomerAI is a significant subsidiary under Rule 1-02(w) of Regulation S-X.
Refer
to Item 4A. of Form F-1.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that HomerAI (short for “Home Ownership
Management & E-valuation Report AI Tool”) is a technology product developed by Ohmyhome Pte. Ltd. (“Ohmyhome (S)”),
the wholly-owned operating subsidiary of the Company, for the purpose of allowing homeowners to be provided with live and updated information
regarding their home valuation, recent transactions in the surrounding area, as well as a financial calculator for them to calculate
their cash proceeds from a sale at a set price. It is not an acquired entity or asset from a third party. Furthermore, as of the date
hereof, we have not signed any definitive agreement to acquire Ohmyhome Property Inc. We also do not own any equity interest of Ohmyhome
Property Inc. As of the date of this response, since there is only a non-binding MOU between the two parties for a potential acquisition,
we do not believe that pro forma financial information is required for the registration statement at this juncture.
Additionally,
we would like to update the Staff that on October 6, 2023, Ohmyhome (BVI), a wholly owned subsidiary of the Company, and (i) Simply Real
Estate Partners Pte. Ltd., (ii) Narendra Patel and (iii) Chong Jia Gen, Kenneth (the “Sellers”) entered into a Share Purchase
Agreement (“SPA”) pursuant to which Ohmyhome (BVI) will be acquiring 350,140 issued and fully paid ordinary shares in the
capital of Simply Sakal Pte. Ltd. (“Simply”) from the Sellers, representing 100% of the equity interest in Simply. Simply
is a leading tech-enabled property management company in Singapore. The SPA was negotiated at arm’s length between Ohmyhome (BVI)
and the Sellers and has been approved by the Board of Directors of the Company. In accordance with the terms of the SPA, the Sellers
have committed to sell, convey, assign, transfer and deliver to Ohmyhome (BVI) 100% of the equity interest in Simply for a total purchase
price of S$4.7 million (equivalent to approximately US$3.5 million). The purchase price is structured as S$1.71 million (approximately
US$1.25 million) in cash (the “Purchase Cash”), and S$3 million (approximately US$2.19 million) in the form of newly issued
shares of the Company. The issuance of the Company’s shares will occur in four tranches, (i) the completion tranche on the completion
date of the SPA, (ii) the first tranche on the first anniversary of the completion date of the SPA, (iii) the second tranche on the second
anniversary of the completion date of the SPA and (iv) the third tranche on the third anniversary of the completion date of the SPA.
The closing of the transaction is conditioned upon completion of due diligence reviews of Simply and any required regulatory approvals.
The SPA is governed by Singapore law. On October 6, 2023, the Company paid the Purchase Price and issued the completion tranche of Company’s
shares to the Seller’s and the transaction was completed. In line with this acquisition, we have judged that post acquisition,
Simply will be a significant subsidiary under Rule 1-02(w) of Regulation S-X and the pro forma financial information in connection with
the acquisition is required by Article 11 of Regulation S-X. As such, on October 11, 2023, we have filed a Form 6-K in which we have
provided the pro forma financial information as required by Article 11 of Regulation S-X. Furthermore, we have filed as exhibit 10.10
a copy of the SPA in the registration statement.
2.
We
note your disclosure that part of the use of proceeds is intended to be used to finance the acquisitions announced on May 15 and
May 16, 2023 should the acquisitions occur. To the extent material, please revise your Management’s Discussion and Analysis
section and your Business section to describe the business and operations of each of Ohmyhome Property Inc. and HomerAI, including
how management expects each acquisition to contribute to the business and operations of Ohmyhome Limited and its subsidiaries. Refer
to Item 4 of Form F-1 and Items 4 and 5 of Form 20-F.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised in the Business section
on page 107 of the Registration Statement to describe the business and operations of HomerAI, a product developed by Ohmyhome
Pte. Ltd. As set forth in response to comment #1, the transaction with Ohmyhome Property Inc., which is related to the MOU announced
on May 15, is in very early stage and non-binding in nature. Therefore, we do not believe the additional disclosures in MD&A section
and the Business section is warranted and in fact can be misleading to the investors. Further, the transaction with Simply, which is
related to the MOU announced on May 16, has been completed on October 6, 2023, and we have disclosed the acquisition in detail in the
Registration Statement.
3.
We
refer to the section of your website titled “Home Valuation,” which includes disclosure regarding HomerAI such as, “Introducing
HomerAI by ohmyhome,” and “Say hi to HomerAI by ohmyhome.” This website disclosure suggests that you have already
completed the acquisition of HomerAI. However, your disclosure elsewhere, including in this prospectus and recent Forms 6-K, suggests
that currently HomerAI is a potential acquisition. Please revise to reconcile these disclosures or advise.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that, as stated in our response to comment
#1, HomerAI is a product developed by Ohmyhome Pte. Ltd., a subsidiary of Ohmyhome Limited, and it is not a potential acquired entity
or asset from a third party.
We
have revised the Business section on page 107 of the Registration Statement to reflect the updated product information of HomerAI.
4.
Please
revise to provide a discussion of the nature of the relationship between you and Ohmyhome Property Inc., including whether the memorandum
of understanding with Ohmyhome Property Inc. was negotiated at arm’s length and whether these transactions were related party
transactions. Please also revise to disclose, to the extent material, any intellectual property licensing arrangements between Ohmyhome
Limited and/or its subsidiaries and Ohmyhome Property Inc.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the Company did not and does not have
any organizational or equity interest in Ohmyhome Property Inc. Ohmyhome Property Inc., a Philippine company, is an independent
service provider to our Singapore operating subsidiary Ohmyhome Pte. Ltd. (“Ohmyhome (S)”) in the Philippines pursuant
to a service agreement dated January 4, 2021 and expires on January 4, 2024 (the “Service Agreement”).
Ohmyhome
(S) set up a representative office in the Philippines in 2017 for the purpose of housing some technical support staff for our group,
as disclosed under ‘Key Milestones’ section in our IPO Registration Statement (Registration No. 333-268691). Ohmyhome (S)
did not have the real estate brokerage license to provide brokerage services in the Philippines. However, due to the COVID-19 pandemic
and travel restrictions, we ceased our own marketing operation in the Philippines in January 2021. We believed that the Philippine market
has great potential. To continue learning about the market and to allow us to gather interest in deciding whether to enter the market
without making a physical commitment in the Philippines post-COVID, we entered into the Service Agreement with a business partner that
established a local entity using the “Ohmyhome” brand (called “Ohmyhome Property Inc.”).
Ohmyhome
(S) entered into the Service Agreement with Ohmyhome Property Inc. on January 4, 2021. That Service Agreement granted Ohmyhome Property
Inc. the non-exclusive and non-assignable rights to use the trademark and brand name in the Philippines in exchange for Ohmyhome Property
Inc.’s services to promote the “Ohmyhome” brand and platform in the Philippines. This arrangement enabled us to introduce
the brand to potential partners including banks, property companies, real estate professionals and other relevant parties in the Philippines,
and provide Ohmyhome (S) with industry insights and information about the Philippine market. As part of that Service Agreement, Ohmyhome
Property Inc. agreed to commit resources to promote the brand locally. Meanwhile, Ohmyhome Property Inc. holds a real estate brokerage
license in the Philippines and provides brokerage services for customers they gather. Under the Service Agreement, they can only use
our brand until January 2024.
With
the information provided by Ohmyhome Property Inc. as well as its relationship with the real estate developers in the Philippines, we
are able to publish property listings on the platform for market testing and interest gathering purposes which allows us to continue
assessing the market potential of the Philippine market and gauge customer’s acceptance of our brand.
From
January 4, 2021, Ohmyhome Property Inc. also secured partnerships with more than 150 developers with over 80,000 properties for sale,
and it has developed and launched its own technology product myElite.pro, a members-only property network with verified referral partners
and salespersons and close to 5,000 verified members.
We
believe that the technology product Ohmyhome Property Inc. developed has potential to be used for our existing markets and overseas expansion
to other countries, and that its recently developed local partnerships allows it to have a viable business model if we decide to move
forward on building a Philippine market.
We
entered into a memorandum of understanding on May 15, 2023 (the “May 15 MOU”) to potentially invest or acquire Ohmyhome Property
Inc. and started to conduct due diligence about it while we learn more about its product and negotiate terms with them. The May 15 MOU
was conducted at arm’s length.
During
the ongoing due diligence process, we learned of a debt that Ohmyhome Property Inc. has, and thus it makes business sense for us to take
over it and become the largest creditor of the company as part of our ongoing negotiation to ease its immediate liabilities. We then
signed a debt purchase agreement on July 3, 2023, as disclosed in the Recent development section in the Registration Statement.
We
have revised page 4 of the Registration Statement to disclose the arrangements and the material terms of the Service Agreement.
5.
We
refer to the website of myElite.pro, where it appears that general inquiries are directed to Ohmyhome’s email domain. To the
extent Ohmyhome Limited and/or its subsidiaries have a relationship or affiliation with myElite.pro that is material to their business
and/or operations, please revise the prospectus throughout to describe the relationship and its impact on the business, results of
operations, and liquidity and capital resources of Ohmyhome Limited and its subsidiaries.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that as discussed in response #4, myElite.pro
is a technology product developed by Ohmyhome Property Inc. As part of the Service Agreement, we licensed our trademark to Ohmyhome Property
Inc. as well as requiring them to provide information and insights into the market. For consistency of branding purposes, we have allowed
them to use our domain name for email addresses for customer inquiries. We also provided customer relationship management tools to Ohmyhome
Property Inc. to help them manage their customer inquiries and gain insights into the customer behaviors and contact information for
us to access the viability of the market.
6.
Please
revise to provide a discussion of the nature of the relationship between you and HomerAI, including whether the memorandum of understanding
with HomerAI was negotiated at arm’s length and whether these transactions were related party transactions.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that as discussed in several responses previously,
HomerAI is an internally developed product by Ohmyhome Pte. Ltd., a subsidiary of Ohmyhome Limited.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Liquidity
and Capital Resources, page 55
7.
Please
revise to describe the material terms of the debt Ohmyhome Limited purchased from Wong Kok Hoe, including the debtor, principal,
interest rate, and maturity date.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that all the material terms of the debt purchase
agreement among Ohmyhome Limited, Wong Kok Hoe, and Ohmyhome Property Inc are disclosed in the Recent Development section. The interest
rate was 5% per annum, and the maturity date was March 31, 2023. We then believe it is irrelevant with Liquidity and Capital Resources
under the MD&A section.
A
copy of the debt purchase agreement dated July 3, 2023 has been filed as Exhibit 10.8 to the Registration Statement.
Exhibits
8.
Please
file as exhibits the memorandum of understanding, plan of acquisition, and any other material contracts or agreements entered into
in connection with each of the Ohmyhome Property Inc. and HomerAI acquisitions. Refer to Item 601 of Regulation S-K.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the May 15 MOU between Ohmyhome Property
Inc. and Ohmyhome (S) is non-binding in nature and therefore should not be included as an exhibit to the registration statement.
9.
Please
file as an exhibit the debt agreement between Ohmyhome Limited and Ohmyhome Property Inc.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that a copy of the debt purchase agreement,
dated July 3, 2023, among Ohmyhome Limited, Wong Kok Hoe, and Ohmyhome Property Inc has been filed as Exhibit 10.
2023-08-03 - UPLOAD - Ohmyhome Ltd File: 377-06784
United States securities and exchange commission logo
August 3, 2023
Rhonda Wong
Chief Executive Officer
Ohmyhome Limited
11 Lorong 3 Toa Payoh
Block B #04-16/21, Jackson Square
Singapore 319579
Re:Ohmyhome Limited
Draft Registration Statement on Form F-1
Submitted July 19, 2023
CIK No. 0001944902
Dear Rhonda Wong:
We have reviewed your draft registration statement and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted July 19, 2023
General
1.We refer to your disclosure under the section titled "Recent Developments" on page 4.
We note that you have not provided financial statements or pro forma financial
information for your potential acquisition of either Ohmyhome Property Inc. or
HomerAI. Please tell us how you considered whether:
•financial statements for Ohmyhome Property Inc. or HomerAI are required by Rule
3-05 of Regulation S-X;
•pro forma financial information in connection with the Ohmyhome Property Inc.
acquisition or HomerAI acquisition is required by Article 11 of Regulation S-X; and
FirstName LastNameRhonda Wong
Comapany NameOhmyhome Limited
August 3, 2023 Page 2
FirstName LastName
Rhonda Wong
Ohmyhome Limited
August 3, 2023
Page 2
•Ohmyhome Property Inc. or HomerAI is a significant subsidiary under Rule 1-02(w)
of Regulation S-X.
Refer to Item 4A. of Form F-1.
2.We note your disclosure that part of the use of proceeds is intended to be used to finance
the acquisitions announced on May 15 and May 16, 2023 should the acquisitions occur.
To the extent material, please revise your Management's Discussion and Analysis section
and your Business section to describe the business and operations of each of Ohmyhome
Property Inc. and HomerAI, including how management expects each acquisition to
contribute to the business and operations of Ohmyhome Limited and its subsidiaries.
Refer to Item 4 of Form F-1 and Items 4 and 5 of Form 20-F.
3.We refer to the section of your website titled "Home Valuation," which includes
disclosure regarding HomerAI such as, "Introducing HomerAI by ohmyhome," and "Say
hi to HomerAI by ohmyhome." This website disclosure suggests that you have already
completed the acquisition of HomerAI. However, your disclosure elsewhere, including in
this prospectus and recent Forms 6-K, suggests that currently HomerAI is a potential
acquisition. Please revise to reconcile these disclosures or advise.
4.Please revise to provide a discussion of the nature of the relationship between you and
Ohmyhome Property Inc., including whether the memorandum of understanding with
Ohmyhome Property Inc. was negotiated at arm's length and whether these transactions
were related party transactions. Please also revise to disclose, to the extent material,
any intellectual property licensing arrangements between Ohmyhome Limited and/or its
subsidiaries and Ohmyhome Property Inc.
5.We refer to the website of myElite.pro, where it appears that general inquiries are directed
to Ohmyhome's email domain. To the extent Ohmyhome Limited and/or its subsidiaries
have a relationship or affiliation with myElite.pro that is material to their business and/or
operations, please revise the prospectus throughout to describe the relationship and its
impact on the business, results of operations, and liquidity and capital resources of
Ohmyhome Limited and its subsidiaries.
6.Please revise to provide a discussion of the nature of the relationship between you
and HomerAI, including whether the memorandum of understanding with HomerAI was
negotiated at arm's length and whether these transactions were related party transactions.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 55
7.Please revise to describe the material terms of the debt Ohmyhome Limited purchased
from Wong Kok Hoe, including the debtor, principal, interest rate, and maturity date.
FirstName LastNameRhonda Wong
Comapany NameOhmyhome Limited
August 3, 2023 Page 3
FirstName LastName
Rhonda Wong
Ohmyhome Limited
August 3, 2023
Page 3
Exhibits
8.Please file as exhibits the memorandum of understanding, plan of acquisition, and any
other material contracts or agreements entered into in connection with each of the
Ohmyhome Property Inc. and HomerAI acquisitions. Refer to Item 601 of Regulation S-
K.
9.Please file as an exhibit the debt agreement between Ohmyhome Limited and Ohmyhome
Property Inc.
10.Please file as exhibits any material intellectual property licensing agreements between
Ohmyhome Limited and Ohmyhome Property Inc.
Please contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Yarona Yieh
2023-03-16 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
March
16, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, NE
Washington,
D.C., 20549
Attn:
Mr. Benjamin Holt
Re:
Ohmyhome
Limited
Registration
Statement on Form F-1, as amended (File No. 333-268691)
Withdrawal
of Request for Acceleration of Effectiveness
Dear
Mr. Holt:
Reference
is made to our letter, filed as correspondence via EDGAR on March 14, 2023, in which we, as underwriter of Ohmyhome Limited’s proposed
public offering of ordinary shares, joined Ohmyhome Limited’s request for acceleration of the effective date of the above-referenced
Registration Statement for Thursday, March 16, 2023, at 4:30 p.m. Eastern Time. Ohmyome Limited is no longer requesting that such Registration
Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.
Very truly yours,
PRIME NUMBER CAPITAL LLC
/s/ Xiaoyan Jiang
Name: Xiaoyan Jiang
Title: Chairwoman
2023-03-16 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
Ohmyhome
Limited
11
Lorong 3 Toa Payoh
Block
B #04-16/21, Jackson Square
Singapore
319579
March
16, 2023
VIA
EDGAR
Securities
and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, N.E.
Washington,
DC 20549-3561
Attn:
Mr. Benjamin Holt
Re:
Ohmyhome
Limited
Registration Statement on Form F-1, as amended (File No. 333-268691)
Withdrawal
of Acceleration Request
Dear
Mr. Holt:
Reference
is made to our letter, filed as correspondence via EDGAR on March 14, 2023, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Thursday, March 16, 2023, at 4:30 p.m. Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the effective date.
Very
truly yours,
Ohmyhome
Limited
By:
/s/
Rhonda Wong
Name:
Rhonda Wong
Title:
Chief Executive Officer
2023-03-16 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
March
16, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, NE
Washington,
D.C., 20549
Attn:
Mr. Benjamin Holt
Re:
Ohmyhome
Limited
Registration
Statement on Form F-1, as amended (File No. 333-268691)
Request
for Acceleration of Effectiveness
Dear
Mr. Holt:
Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the
“Underwriter”), hereby join in the request of Ohmyhome Limited (the “Registrant”), for the acceleration of
the effective date of the Registrant’s Registration Statement on Form F-1 (File No. 333-268691) (as amended, the
“Registration Statement”), relating to a public offering of shares of the Registrant’s ordinary shares, US$0.001
par value, so that the Registration Statement may be declared effective on March 20, 2023, at 4.30 p.m. Eastern Time, or as soon
thereafter as practicable. The undersigned, as the Underwriter, confirms that it is aware of its obligations under the Securities
Act.
Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.
The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.
Very
truly yours,
PRIME
NUMBER CAPITAL LLC
/s/
Xiaoyan Jiang
Name:
Xiaoyan
Jiang
Title:
Chairwoman
2023-03-16 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
Ohmyhome
Limited
March
16, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, NE
Washington,
D.C., 20549
Attn:
Mr. Benjamin Holt
Re:
Ohmyhome
Limited
Registration
Statement on Form F-1, as amended (File No. 333-268691)
Request
for Acceleration of Effectiveness
Dear
Mr. Holt:
In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ohmyhome Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on March 20, 2023, or as soon thereafter as practicable.
Very
truly yours,
Ohmyhome
Limited
By:
/s/
Rhonda Wong
Name:
Rhonda
Wong
Title:
Chief
Executive Officer
2023-03-14 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
March
14, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, NE
Washington,
D.C., 20549
Attn:
Mr. Benjamin Holt
Re:
Ohmyhome
Limited
Registration
Statement on Form F-1, as amended (File No. 333-268691)
Request
for Acceleration of Effectiveness
Dear
Mr. Holt:
Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the “Underwriter”),
hereby join in the request of Ohmyhome Limited (the “Registrant”), for the acceleration of the effective date of the Registrant’s
Registration Statement on Form F-1 (File No. 333-268691) (as amended, the “Registration Statement”), relating to a public
offering of shares of the Registrant’s ordinary shares, US$0.001 par value, so that the Registration Statement may be declared
effective on March 16, 2023, at 4.30 p.m. Eastern Time, or as soon thereafter as practicable. The undersigned, as the Underwriter, confirms
that it is aware of its obligations under the Securities Act.
Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.
The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.
Very truly yours,
PRIME NUMBER CAPITAL LLC
/s/
Xiaoyan Jiang
Name:
Xiaoyan Jiang
Title:
Chairwoman
2023-03-14 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
Ohmyhome
Limited
March
14, 2023
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Real Estate & Construction
100
F Street, NE
Washington,
D.C., 20549
Attn:
Mr. Benjamin Holt
Re:
Ohmyhome
Limited
Registration
Statement on Form F-1, as amended (File No. 333-268691)
Request
for Acceleration of Effectiveness
Dear
Mr. Holt:
In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Ohmyhome Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on March 16, 2023, or as soon thereafter as practicable.
Very truly yours,
Ohmyhome Limited
By:
/s/ Rhonda Wong
Name:
Rhonda Wong
Title:
Chief Executive Officer
2023-01-24 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
Ohmyhome
Limited
1
Lorong 3 Toa Payoh
Block
B #04-16/21, Jackson Square
Singapore
319579
January
24, 2023
Via
Edgar Correspondence
Mr.
Benjamin Holt
Division
of Corporation Finance
Office
of Real Estate & Construction
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
D.C., 20549
Re:
Ohmyhome
Limited
Amendment
No. 1 to Registration Statement on Form F-1
Submitted
January 6, 2023
CIK
No. 0001944902
File
No. 333-268691
Dear
Mr. Holt,
This
letter is in response to the letter dated January 19, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) addressed to Ohmyhome Limited (the “Company”, “we”, and “our”). For
ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration
statement on Form F-1 (the “Amendment No. 2 to the Registration Statement”) is being submitted to accompany this letter.
Amendment
No. 1 to Registration Statement on Form F-1 Filed January 6, 2023
Risk
Factors
Risks
Relating to Our Securities and this Offering, page 36
1.
We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated
to company performance following a number of recent initial public offerings, particularly among companies with relatively smaller public
floats. Revise to include a separate risk factor addressing the potential for rapid and substantial price volatility and any known factors
particular to your offering that may add to this risk and discuss the risks to investors when investing in stock where the price is changing
rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance
and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised the disclosure on page
38 in the Amendment No. 2 to the Registration Statement to add a risk factor under the title “We may experience extreme
stock price volatility, including any stock-run up, unrelated to our actual or expected operating performance, financial condition or
prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares.”
We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our outside securities counsel William S. Rosenstadt, Esq. or Mengyi “Jason”
Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal or jye@orllp.legal.
Very truly yours,
/s/ Rhonda
Wong
Name:
Rhonda Wong
Title:
Chief Executive Officer
2023-01-19 - UPLOAD - Ohmyhome Ltd
United States securities and exchange commission logo
January 19, 2023
Rhonda Wong
Chief Executive Officer
Ohmyhome Limited
11 Lorong 3 Toa Payoh
Block B #04-16/21, Jackson Square
Singapore 319579
Re:Ohmyhome Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed January 6, 2023
File No. 333-268691
Dear Rhonda Wong:
We have reviewed your amended registration statement and have the following
comment. In our comment, 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 comment applies 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 this comment, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-1 filed January 6, 2023
Risk Factors
Risks Relating to Our Securities and this Offering, page 36
1.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and any known factors particular to your offering that
may add to this risk and discuss the risks to investors when investing in stock where the
price is changing rapidly. Clearly state that such volatility, including any stock-run up,
may be unrelated to your actual or expected operating performance and financial
FirstName LastNameRhonda Wong
Comapany NameOhmyhome Limited
January 19, 2023 Page 2
FirstName LastName
Rhonda Wong
Ohmyhome Limited
January 19, 2023
Page 2
condition or prospects, making it difficult for prospective investors to assess the rapidly
changing value of your stock.
You may contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jason Ye
2023-01-06 - CORRESP - Ohmyhome Ltd
CORRESP
1
filename1.htm
Ohmyhome
Limited
1
Lorong 3 Toa Payoh
Block
B #04-16/21, Jackson Square
Singapore
319579
January
6, 2023
Via
Edgar Correspondence
Mr.
Benjamin Holt
Division
of Corporation Finance
Office
of Real Estate & Construction
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
D.C., 20549
Re:
Ohmyhome
Limited
Registration
Statement on Form F-1
Submitted
December 6, 2022
CIK
No. 0001944902
File
No. 333-268691
Dear
Mr. Holt,
This
letter is in response to the letter dated December 23, 2022, from the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) addressed to Ohmyhome Limited (the “Company”, “we”, and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended registration
statement on Form F-1 (the “Amendment No. 1 to the Registration Statement”) is being submitted to accompany this letter.
Registration
Statement on Form F-1 Filed December 6, 2022
Management’s
Discussion and Analysis of Financial Condition and Results of Operations
Real
Estate Transactions, page 58
1.
We note your statement that “[t]he property transaction market in Singapore has seen a decline first two quarters of 2022 after
a myriad of property cooling measures put in place by the Singapore government in December 2021.” Please revise to identify which
specific measures have materially impacted your business, financial condition, results of operations, or capital resources and quantify,
to the extent possible, how your revenues, profits, and/or liquidity have been impacted. In addition, please identify actions taken or
planned, if any, to mitigate the impact of these measures.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the cooling measures announced by the
Singapore Government was detailed in its press release on December 15, 2021 (https://www.mnd.gov.sg/newsroom/press-releases/view/measures-to-cool-the-property-market):
“With
effect from 16 December 2021, Additional Buyer’s Stamp Duty (ABSD) rates will be raised, and the Total Debt Servicing Ratio (TDSR)
threshold will be tightened. The Government will also tighten the LTV limit for loans from HDB from 90% to 85%.”
The
direct impact of the above cooling measures is on the cost of home ownership for property seekers in Singapore, leading to many potential
buyers delaying their property purchase plans, which affects the transactions in the market. Our brokerage services generate revenue
from completion of transactions, and are thus indirectly affected by the cooling measures put in place. As highlighted in the risk factor
on page 33 of the Amendment No. 1 to the Registration Statement, “[a]s a result of the increase in mortgage rates coupled with
the various measures implemented in Singapore, we have observed a decline of approximately 3.6% in the number of property transactions
in our Brokerage Services segment in the first half of 2022 compared with the same period in 2021.”
As
discussed in the Management Discussion & Analysis section on page 64 of the Amendment No. 1 to the Registration Statement, for the
six months ended June 30, 2021 and 2022, “[b]rokerage services revenue declined slightly due to unfavorable market conditions by
S$0.3 million, or 14.4% to S$1.7 million compared to S$2.0 million in the first six months of 2021.”
In
order to mitigate the impact, it is provided on page 33 of the Amendment No. 1 to the Registration Statement that we have implemented
various measures in the hopes of mitigating further adverse effect on our business, such as increasing our marketing budget and outreach
to both existing and potential customers and commencing various product strategies to capture and retain potential property buyers and
sellers at an early stage of their proposed property transactions to extend our pipeline of property listings and transactions.
Please
refer to page 33 of the Amendment No. 1 to the Registration Statement for clarifications and details.
Average
Transaction per Super Agents, page 59
2.
Please revise to provide a basis for your statement, “[t]his efficiency [average property transactions per super agent] will improve
even further, cementing us as one of the fastest and leanest property agencies in Singapore as a result of our continued investment into
technology to empower our agents and our customers in the property transaction processes.”
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised page 59 in the Amendment
No. 1 to the Registration Statement to disclose that unlike most of our brokerage competitors, we hire our Super Agents as full-time
salaried employees, rather than as independent agents.
Most
agencies in Singapore pay a high proportion of the commission (generally up to 90%) to the individual agents as they conduct most of
the work including deal sourcing, relationship management, and closing of transactions, whereas the agencies retain a small balance (approximately
10% or less) of the commission revenue. However, we employ our Super Agent as professional full-time employees who focus on servicing
the client, while our data-driven technology platform generates leads from online traffic, manages relationships with clients, provide
quality leads to our in-house Super Agents, conduct buyer-seller matching via data algorithms, and provide upselling and cross-selling
opportunities for other services such as mortgage, legal, moving, renovation and more.
Our
Super Agents are employees who receive a salary, variable transaction bonuses based on customer satisfaction and transaction speed, benefits,
and expense reimbursement. Base pay represented approximately 72.0% of total Super Agents cash compensation in 2021. As a result, we
are able to retain a higher percentage of gross profit of around 50% from the commission compared to the industrial norm, while providing
a market competitive commission rate of around 1% where the market rate is around 2%.
With
on-going investment into our data-driven platform, we are able to continuously improve our agent efficiency in the form of average property
transactions per Super Agent per year from 48 in 2020 to 69 in 2021, which is more than 10 times of the stagnating industry average of
6.3 transactions per agent per year as per Frost & Sullivan’s report. This makes us one of the fastest and leanest brokerage
agencies in Singapore.
Supported
by our data-driven platform, our Super Agents are thus able to dedicate more time to servicing clients while improving their earnings
as they transact more deals generated from the platform, and increasing their stickiness with our platform.
Based
on our operational experience and continuous investment into technology, we believe that there is still room for improvement for agent
efficiency and transaction speed such as increasing quality of matching leads via data and automatic scheduling of viewings, providing
further room for growth and gross margin improvement.
Material
Tax Considerations
Certain
Singapore Tax Considerations, page 145
3.
We note your disclosure that to the extent the discussion relates to matters of Singapore tax law, it represents the opinion of Singapore
counsel. If using the short-form tax opinion, please revise to clearly identify and articulate the opinion being rendered. Further, please
revise the opinion filed as Exhibit 99.1 to state clearly that the disclosure in the material tax considerations section of the prospectus
is the opinion of named counsel. In this regard, we note that Exhibit 99.1 states the disclosure “fairly summarise[s] the matters
referred to therein as of the date hereof.” Please refer to Item III.B. of Staff Legal Bulletin 19.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the discussion set out in “Material
Tax Considerations – Singapore Tax Considerations” on pages 145 to 148 in the Amendment No. 1 to the Registration Statement
is a general summary of Singapore tax laws which are generally applicable as at the date of the Registration Statement. We have removed
the reference of the discussion being opined by Singapore counsel on taxation matters in the Amendment No. 1 to the Registration Statement.
4.
Please revise to remove references to “certain” tax considerations. The tax opinion should address and express a conclusion
for each material tax consequence. Please also revise the opinion filed as Exhibit 99.1 to remove references to “certain”
tax considerations. Please refer to Item III.C. of Staff Legal Bulletin No. 19.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that we have revised the disclosure on page
145 in the Amendment No. 1 to the Registration Statement to remove references to “certain” tax considerations. We have
removed the reference of the discussion being opined by Singapore counsel on taxation matters in Exhibit 99.1.
Notes
To Unaudited Interim Condensed Consolidated Financial Statements
Note
1 - Nature Of Business And Organization, page F-8
5.
Please tell us and expand your disclosures to enhance discussion around the accounting method of your transaction among entities under
common control. Your enhanced disclosure should discuss the method of accounting for the transfer of net assets or exchange of equity
interests and perhaps expanded discussion of the common control relationships. Reference is made to paragraph 805-50-50-3 and 4 of the
Financial Accounting Standards Codification.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the reorganization was a share swap between
100% of the holders of the Singapore Company and Cayman Holding Company leading to the same economic outcome to the holders of the Singapore
entity before and after the transaction. Please see updated disclosure on pages F-8 and F-34.
6.
We note the consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning
of the first period presented in the accompanying consolidated financial statements of the Company. Please further revise your footnote
disclosures to describe with greater clarity the historical financial statements being presented as a result of your reorganization.
As a part of your response and revised disclosures, you should clarify how your presentation is consistent with the guidance outlined
in paragraphs 805-50-45-2 to 5 of the Financial Accounting Standards Codification.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that two years of comparative figures are already
presented in the accompanying consolidated financial statements of the Company. Please see updated disclosure on pages F-8 and F-34.
7.
Please explain to us why you did not provide pro forma financial information that reflects your reorganization. Reference is made to
Rule 11-01(a)(2) of Regulation S-X.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that as noted above there are already two full
years of financial data to understand the Company’s operation.
Exhibit
5.1, page II-3
8.
Please revise the opinion filed as Exhibit 5.1 to address whether the resale shares already outstanding “are” legally issued,
fully paid and non-assessable. Please refer to Item II.B.2.h of Staff Legal Bulletin No. 19.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the revised legal opinion as Exhibit 5.1
is filed herewith and our Cayman Islands counsel has confirmed that the resale shares are legally issued, fully paid and non-assessable.
Exhibit
99.1, page II-3
9.
Please revise the opinion filed as Exhibit 99.1 to remove language that limits reliance on the opinion. In this regard, we note the introductory
statement, “This opinion is being rendered solely to the Company, in connection with the filing of the Registration Statement by
the Listco, being the indirect holding company of the Company.” We also note the closing statement, “This opinion is only
for the benefit of the person to whom it is addressed...[and] is not to be circulated to, or relied upon by, any other person....”
Purchasers of the securities in the offering are entitled to rely on the opinion. Please refer to Item II.B.3.d of Staff Legal Bulletin
19.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the opinion provided as Exhibit 99.1
is not a legal opinion on the legality of the securities being offered and sold pursuant to the registration statement, as referred to
under Item II.B.3.d of Staff Legal Bulletin 19. Such opinion was not filed pursuant to any requirement under any Staff Legal Bulletin,
but rather, it is an opinion that was filed in addition to such requirements which relates to the legal due diligence exercise conducted
on the Singapore subsidiaries of the Registrant, for the purposes of confirming Singapore counsel’s consent to the relevant
statements in the Registration Statement being filed relating to Singapore laws.
We wish to highlight that the opinion still serves to inform the public that the relevant law firm has consented
to the disclosures of the matters stated in the opinion, in the prospectus.
10.
Please revise the opinion filed as Exhibit 99.1 to reconcile the scope and the qualifications with the opinion. In this regard, we note
that the scope states that counsel expresses no opinion on any taxation laws of any jurisdiction, including Singapore. We also note that
the qualifications state that counsel neither gives nor implies any opinion as to any tax consequences of any transactions contemplated
by the offering. However, the opinion appears to cover material tax considerations under Singapore law.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that Singapore counsel is not providing an
opinion on taxation matters as explained in our response to comment No.3. The section on “Material Tax Considerations – Singapore
Tax Considerations” on pages 145 to 148 in the Amendment No. 1 to the Registration Statement is intended to provide a summary of
Singapore taxation laws which are generally applicable to corporations as at the date of the Registration Statement and is not intended
to be an opinion on Singapore taxation laws. Also, we have removed the reference of the discussion being opined by Singapore counsel
on taxation matters in Exhibit 99.1. Accordingly, the qualifications in the opinion filed as Exhibit 99.1 should be retained.
Exhibit
99.2, page II-3
11.
Please revise the opinion filed as Exhibit 99.2 to remove language that limits reliance on the opinion. In this regard, we note the introductory
statement, “This opinion is being rendered solely to the Malaysia Companies, in connection with the filing of the Registration
Statement by the ListCo, being the indirect holding company of the Malaysia Companies.” We also note the closing statement, “This
opinion is only for the benefit of the person to whom it is addressed...[and] is not to be circulated to, or relied upon by, any other
person....” Purchasers of the securities in the offering are entitled to rely on the opinion. Please refer to Item II.B.3.d of
Staff Legal Bulletin 19.
RESPONSE:
We note the Staff’s comment, and in response thereto, respectfully advise the Staff that the opinion provided as Exhibit 99.2
is not a legal opinion on the legality of the securities being offered and sold pursuant to the registration statement, as referred to
under Item II.B.3.d of Staff Legal Bulletin 19. Such opinion was not filed pursuant to any requirement under any Staff Legal Bulletin,
but rather, it is an opinion that was filed in
2022-12-23 - UPLOAD - Ohmyhome Ltd
United States securities and exchange commission logo
December 23, 2022
Rhonda Wong
Chief Executive Officer
Ohmyhome Limited
11 Lorong 3 Toa Payoh
Block B #04-16/21, Jackson Square
Singapore 319579
Re:Ohmyhome Limited
Registration Statement on Form F-1
Filed December 6, 2022
File No. 333-268691
Dear Rhonda Wong:
We have reviewed your registration statement and have the following 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.
Registration Statement on Form F-1 filed December 6, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Real Estate Transactions, page 58
1.We note your statement that "[t]he property transaction market in Singapore has seen a
decline first two quarters of 2022 after a myriad of property cooling measures put in place
by the Singapore government in December 2021." Please revise to identify which specific
measures have materially impacted your business, financial condition, results of
operations, or capital resources and quantify, to the extent possible, how your revenues,
profits, and/or liquidity have been impacted. In addition, please identify actions taken or
planned, if any, to mitigate the impact of these measures.
FirstName LastNameRhonda Wong
Comapany NameOhmyhome Limited
December 23, 2022 Page 2
FirstName LastNameRhonda Wong
Ohmyhome Limited
December 23, 2022
Page 2
Average Transaction per Super Agents, page 59
2.Please revise to provide a basis for your statement, "[t]his efficiency [average property
transactions per super agent] will improve even further, cementing us as one of the fastest
and leanest property agencies in Singapore as a result of our continued investment into
technology to empower our agents and our customers in the property transaction
processes."
Material Tax Considerations
Certain Singapore Tax Considerations, page 145
3.We note your disclosure that to the extent the discussion relates to matters of Singapore
tax law, it represents the opinion of Singapore counsel. If using the short-form tax
opinion, please revise to clearly identify and articulate the opinion being rendered.
Further, please revise the opinion filed as Exhibit 99.1 to state clearly that the disclosure
in the material tax considerations section of the prospectus is the opinion of named
counsel. In this regard, we note that Exhibit 99.1 states the disclosure "fairly
summarise[s] the matters referred to therein as of the date hereof." Please refer to Item
III.B. of Staff Legal Bulletin 19.
4.Please revise to remove references to "certain" tax considerations. The tax opinion should
address and express a conclusion for each material tax consequence. Please also revise
the opinion filed as Exhibit 99.1 to remove references to "certain" tax considerations.
Please refer to Item III.C. of Staff Legal Bulletin No. 19.
Notes To Unaudited Interim Condensed Consolidated Financial Statements
Note 1 - Nature Of Business And Organization, page F-8
5.Please tell us and expand your disclosures to enhance discussion around the accounting
method of your transaction among entities under common control. Your enhanced
disclosure should discuss the method of accounting for the transfer of net assets or
exchange of equity interests and perhaps expanded discussion of the common control
relationships. Reference is made to paragraph 805-50-50-3 and 4 of the Financial
Accounting Standards Codification.
6.We note the consolidated financial statements are prepared on the basis as if the
reorganization became effective as of the beginning of the first period presented in the
accompanying consolidated financial statements of the Company. Please further revise
your footnote disclosures to describe with greater clarity the historical financial statements
being presented as a result of your reorganization. As a part of your response and revised
disclosures, you should clarify how your presentation is consistent with the guidance
outlined in paragraphs 805-50-45-2 to 5 of the Financial Accounting Standards
Codification.
7.Please explain to us why you did not provide pro forma financial information that reflects
your reorganization. Reference is made to Rule 11-01(a)(2) of Regulation S-X.
FirstName LastNameRhonda Wong
Comapany NameOhmyhome Limited
December 23, 2022 Page 3
FirstName LastNameRhonda Wong
Ohmyhome Limited
December 23, 2022
Page 3
Exhibit 5.1, page II-3
8.Please revise the opinion filed as Exhibit 5.1 to address whether the resale shares already
outstanding "are" legally issued, fully paid and non-assessable. Please refer to Item
II.B.2.h of Staff Legal Bulletin No. 19.
Exhibit 99.1, page II-3
9.Please revise the opinion filed as Exhibit 99.1 to remove language that limits reliance on
the opinion. In this regard, we note the introductory statement, "This opinion is being
rendered solely to the Company, in connection with the filing of the Registration
Statement by the Listco, being the indirect holding company of the Company." We also
note the closing statement, "This opinion is only for the benefit of the person to whom it is
addressed...[and] is not to be circulated to, or relied upon by, any other person...."
Purchasers of the securities in the offering are entitled to rely on the opinion. Please refer
to Item II.B.3.d of Staff Legal Bulletin 19.
10.Please revise the opinion filed as Exhibit 99.1 to reconcile the scope and the qualifications
with the opinion. In this regard, we note that the scope states that counsel expresses no
opinion on any taxation laws of any jurisdiction, including Singapore. We also note that
the qualifications state that counsel neither gives nor implies any opinion as to any tax
consequences of any transactions contemplated by the offering. However, the opinion
appears to cover material tax considerations under Singapore law.
Exhibit 99.2, page II-3
11.Please revise the opinion filed as Exhibit 99.2 to remove language that limits reliance on
the opinion. In this regard, we note the introductory statement, "This opinion is being
rendered solely to the Malaysia Companies, in connection with the filing of the
Registration Statement by the ListCo, being the indirect holding company of the Malaysia
Companies." We also note the closing statement, "This opinion is only for the benefit of
the person to whom it is addressed...[and] is not to be circulated to, or relied upon by, any
other person...." Purchasers of the securities in the offering are entitled to rely on the
opinion. Please refer to Item II.B.3.d of Staff Legal Bulletin 19.
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.
You may contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
FirstName LastNameRhonda Wong
Comapany NameOhmyhome Limited
December 23, 2022 Page 4
FirstName LastName
Rhonda Wong
Ohmyhome Limited
December 23, 2022
Page 4
contact Benjamin Holt at 202-551-6614 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jason Ye
2022-10-04 - UPLOAD - Ohmyhome Ltd
United States securities and exchange commission logo
October 4, 2022
Rhonda Wong
Chief Executive Officer
Ohmyhome Limited
11 Lorong 3 Toa Payoh
Block B #04-16/21, Jackson Square
Singapore 319579
Re:Ohmyhome Limited
Draft Registration Statement on Form F-1
Submitted September 6, 2022
CIK No. 0001944902
Dear Rhonda Wong:
We have reviewed your draft registration statement and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. 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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted September 6, 2022
Prospectus Summary
Overview, page 9
1.You state that as at July 31, 2022 your platform contained over 20,000 active listings for
residential properties for sale and rental on a monthly basis. Please define active listings
and disclose whether there is a date limitation on the listings you consider to be active
(i.e., clarify whether properties that have been listed beyond a certain time period, for
example, 12 months or more, would be considered an active listing).
FirstName LastNameRhonda Wong
Comapany NameOhmyhome Limited
October 4, 2022 Page 2
FirstName LastName
Rhonda Wong
Ohmyhome Limited
October 4, 2022
Page 2
Risks and Challenges, page 12
2.Please revise your risk factors summary to ensure that it is no more than two pages in
length. Refer to Item 105(b) of Regulation S-K.
Risk Factors, page 21
3.We note your risk factors disclosure that your business and operations may be impacted
by macroeconomic factors, such as the availability of credit, fluctuation in interest rates,
and inflation, as well as disruption in the supply of raw materials or labor. Please update
your risk factors if recent changes in macroeconomic conditions or supply disruptions
have impacted your operations. In this regard, identify the specific conditions and discuss
how your business has been affected. Also identify actions planned or taken, if any, to
mitigate such conditions.
Use of Proceeds, page 49
4.Please revise to describe the maturity of the loan made to you by one of your
shareholders. Refer to Item 3.C.4 of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview, page 56
5.Please revise the page 57 graphic titled "Proven Track Record and Rapid Growth" to
clarify that it reflects a timeline of your business and not revenue or net income growth
over time. Refer to Item 10 of Regulation S-K. In addition, provide support for your
statement that you "have achieved great traction in the past year in both operational and
financial performance, and is [sic] now on track for rapid scaling."
Technological and Operational Infrastructure, page 57
6.Please revise to provide a basis for your page 58 statement that you are "one of the fastest
in the market in closing home transactions."
Liquidity and Capital Resources, page 65
7.Please expand your disclosure of the company's ability to generate and obtain adequate
amounts of cash to meet its requirements and its plans for cash in the short-term and
separately in the long-term. For example, discuss the company's ability to generate cash
to meet its requirements under known contractual obligations such as bank loans and lease
commitments. In addition, please expand your disclosure of the company's strategy to
raise debt and equity. Refer to Item 303(b)(1) of Regulation S-K.
FirstName LastNameRhonda Wong
Comapany NameOhmyhome Limited
October 4, 2022 Page 3
FirstName LastName
Rhonda Wong
Ohmyhome Limited
October 4, 2022
Page 3
Business
Overview, page 88
8.We note your statements that you are "a leading one-stop property platform for property
transactions and property-related services" (page 88) and "a leading property and
technology company in Singapore" (page 96). Please clarify whether the scope of these
statements is the HDB property market, the private property market, or both markets
combined.
Our Value Propositions to Platform Users, page 100
9.Please revise page 100 to provide a basis for the statement that your documentation
service is "first-in-the-market."
Risk Management and Quality Control
Quality Control of Third Party Service Providers, page 104
10.Please revise to clarify whether the company is indemnified by third party service
providers listed on the Ohmyhome platform against customer claims arising from third
party services.
Intellectual Property, page 107
11.Please revise to discuss how you protect your intellectual property. In this regard, we note
risk factors disclosure regarding confidentiality procedures and contractual restrictions.
For example, clarify whether the work product of employees and independent contractors
is the property of the company, and discuss whether the company utilizes non-compete
and/or non-disclosure provisions in agreements with employees and/or third parties.
Principal Shareholders, page 129
12.Please revise to clarify who has or shares voting and dispositive control over the shares
held by Anthill Corporation Pte. Ltd. and Vienna Management Ltd. Refer to Item 403 of
Regulation S-K and Exchange Act Rule 13d-3(a).
13.Please revise the beneficial ownership table to include GEC Tech Ltd., which appears to
beneficially own more than 5% of your shares based on your page 77 disclosure regarding
your ownership upon completion of the reorganization.
Part II
Item 7. Recent Sales of Unregistered Securities, page II-1
14.Please revise to state briefly the facts relied upon to make the Regulation S exemption
disclosed in this section available. Refer to Item 701(d) of Regulation S-K.
FirstName LastNameRhonda Wong
Comapany NameOhmyhome Limited
October 4, 2022 Page 4
FirstName LastName
Rhonda Wong
Ohmyhome Limited
October 4, 2022
Page 4
Signatures, page II-4
15.Please revise to indicate who is signing in the capacity of principal accounting officer
or controller. See Instructions to Signatures on Form F-1.
Exhibits
16.Please file as exhibits the executed officer employment agreements, rather than a form of
officer employment agreement. In addition, please file the form of director's agreement.
Refer to Item 601(b)(10) of Regulation S-K.
17.Please file as exhibits your loan agreements with Vienna Management Ltd, a major
shareholder. In this regard, we note your page 130 disclosure of related party balances.
Refer to Item 601(b)(10)(ii)(A) of Regulation S-K.
18.We note your statement on page 80 that you have presented information and data from an
industry report commissioned by you from Frost & Sullivan. Please file a consent as an
exhibit to the registration statement pursuant to Rule 436 of the Securities Act.
General
19.Please revise to clarify what you mean by the term "proprietary" when describing your
technologies. In this regard, we note the following non-exclusive examples:
•On page 10 and page 88 you refer to proprietary online tools and resources.
However, it is unclear how tools and resources such as property transaction guides
and mortgage or stamp duty calculators are proprietary.
•On page 11 and page 96 you state that you have developed a suite of wide-ranging
proprietary technology and infrastructure. However, it appears the only intellectual
property rights you hold or have applied for relate to design trademarks of your
business name.
•On page 32, you state that you utilize open source software in certain aspects of your
technologies, which suggests that intellectual property protection may not be
available for these technologies.
You may contact Howard Efron at 202-551-3439 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Jason Ye