As filed with the U.S. Securities and Exchange Commission on January 24, 2023.

Registration No. 333-268691

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2 TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ohmyhome Limited

(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of Registrants name into English)

Cayman Islands	3990	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

11 Lorong 3 Toa Payoh,

Block B #04-16/21, Jackson Square

Singapore 319579

Tel: +65 6886 9009

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, New York 10168

800-221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

William S. Rosenstadt, Esq. Mengyi “Jason” Ye, Esq. Ortoli Rosenstadt LLP 366 Madison Avenue, 3^rd Floor New York, NY 10017 T: 212-588-0022 Benjamin A. Tan, Esq. Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 31^st Floor New York, NY 10036 T: 212-930-9700

Approximate date of commencement of the proposed sale to the public: As soon as practicable after the effective date of this registration statement.

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

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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

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

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

● Public Offering Prospectus. A prospectus to be used for the public offering by the Registrant of up to 3,250,000 Ordinary Shares of the Registrant (the “Public Offering Prospectus”) through the underwriter named on the cover page of the Public Offering Prospectus.

● Resale Prospectus. A prospectus to be used for the resale by a selling shareholder of up to 975,000 Ordinary Shares of the Registrant (the “Resale Prospectus”).

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

● they contain different outside and inside front covers;

● the Offering section in the Prospectus Summary section on page 9 of the Public Offering Prospectus is removed and replaced with the Offering section on page 1 of the Resale Prospectus;

● the Use of Proceeds section on page 46 of the Public Offering Prospectus is removed and replaced with the Use of Proceeds section on page 2 of the Resale Prospectus;

● the Capitalization and Dilution sections on page 47, and page 49 of the Public Offering Prospectus are deleted from the Resale Prospectus respectively;

● a selling shareholder section is included in the Resale Prospectus beginning on page 2 of the Resale Prospectus;

● references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;

● the Underwriting section on page 152 of the Public Offering Prospectus is removed and replaced with a Plan of Distribution section on page 3 of the Resale Prospectus;

● the Legal Matters section on page 156 of the Public Offering Prospectus is removed and replaced with the Legal Matters on page 5 of the Resale Prospectus; and

● the outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.

The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect the foregoing differences of the Resale Prospectus as compared to the Public Offering Prospectus.

The information in this prospectus is not complete and may be changed or supplemented. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

PRELIMINARY PROSPECTUS Subject to Completion, dated January 24, 2023

Ohmyhome Limited

3,250,000 Ordinary Shares

This is an initial public offering of our ordinary shares, US$0.001 par value per share (“Ordinary Shares”). We are offering, on a firm commitment engagement basis, 3,250,000 Ordinary Shares. We anticipate that the initial public offering price of the Ordinary Shares will be between US$[4.00] and US$[5.00] per Ordinary Share.

Prior to this offering, there has been no public market for our Ordinary Shares. We have applied to list our Ordinary Shares on Nasdaq under the symbol “OMH.” This offering is contingent upon the listing of our Ordinary Shares on the Nasdaq Capital Market or another national securities exchange. There can be no assurance that we will be successful in listing our Ordinary Shares on the Nasdaq or another national securities exchange.

Investing in our Ordinary Shares involves a high degree of risk, including the risk of losing your entire investment. See Risk Factors beginning on page 18 to read about factors you should consider before buying our Ordinary Shares.

We are an “Emerging Growth Company” and a “Foreign Private Issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements. Please see Implications of Being an Emerging Growth Company and Implications of Being a Foreign Private Issuer beginning on page 16 of this prospectus for more information.

We are a holding company that is incorporated in the Cayman Islands. As a holding company with no operations, we conduct all of our operations through our subsidiaries in Singapore and Malaysia. The Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands. Investors of our Ordinary Shares should be aware that they may never directly hold equity interests in our subsidiaries.

Neither the United States Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Share		Total(4)
Initial public offering price(1)	US$	[4.50]	US$	[14,625,000]	(4)
Underwriting discounts and commissions(2)	US$	[0.36]	US$	[1,170,000]
Proceeds to the Company before expenses(3)	US$	[4.14]	US$	[13,455,000]

⁽¹⁾ Initial public offering price per share is assumed to be US$[4.50], being the mid-point of the initial public offering price range.

⁽²⁾ We have agreed to pay the underwriter a discount equal to 8.0% of the gross proceeds of the offering. For all investors referred directly by the Company to the underwriter that participate in the offering, the Company shall pay the underwriter a discount equal to 5.0% of the aggregate gross proceeds raised from such investors. This table does not include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payable to the underwriter. For a description of the other compensation to be received by the underwriter, see “Underwriting” beginning on page 152.

⁽³⁾ Excludes fees and expenses payable to the underwriter. The total amount of underwriter expenses related to this offering is set forth in the section entitled “Expenses Related to This Offering” on page 156.

⁽⁴⁾ Includes US$[14,625,000] gross proceeds from the sale of 3,250,000 Ordinary Shares offered by our Company based on the assumed price per share of US$ [4.50].

If we complete this offering, net proceeds will be delivered to us on the closing date.

The underwriter expects to deliver the Ordinary Shares to the purchasers against payment on or about [●], 2023.

You should not assume that the information contained in the registration statement to which this prospectus is a part is accurate as of any date other than the date hereof, regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares being registered in the registration statement of which this prospectus forms a part.

No dealer, salesperson, or any other person is authorized to give any information or make any representations in connection with this offering other than those contained in this prospectus and, if given or made, the information or representations must not be relied upon as having been authorized by us. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any security other than the securities offered by this prospectus, or an offer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or is unlawful.

SPARTAN CAPITAL SECURITIES LLC

The date of this prospectus is [●], 2023.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	1
PRESENTATION OF FINANCIAL INFORMATION	2
MARKET AND INDUSTRY DATA	3
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	4
DEFINITIONS	6
PROSPECTUS SUMMARY	9
RISK FACTORS	18
ENFORCEABILITY OF CIVIL LIABILITIES	44
USE OF PROCEEDS	46
CAPITALIZATION	47
DIVIDENDS AND DIVIDEND POLICY	48
DILUTION	49
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA	50
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	55
HISTORY AND CORPORATE STRUCTURE	81
INDUSTRY OVERVIEW	84
BUSINESS	92
REGULATORY ENVIRONMENT	116
MANAGEMENT	123
PRINCIPAL SHAREHOLDERS	133
RELATED PARTY TRANSACTIONS	134
DESCRIPTION OF SHARE CAPITAL	136
SHARES ELIGIBLE FOR FUTURE SALE	144
MATERIAL TAX CONSIDERATIONS	145
UNDERWRITING	152
EXPENSES RELATED TO THIS OFFERING	156
LEGAL MATTERS	156
EXPERTS	156
WHERE YOU CAN FIND ADDITIONAL INFORMATION	157
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

Until ______, 2023 (the 25th day after the date of this prospectus), all dealers that effect transactions in these Ordinary Shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

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ABOUT THIS PROSPECTUS

Neither we nor the underwriter has authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or any related free writing prospectus. Neither we nor the underwriter takes responsibility for, and provide no assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: Neither we nor the underwriter has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside the United States.

We obtained statistical data, market data and other industry data and forecasts used in this prospectus from market research, publicly available information and industry publications. While we believe that the statistical data, industry data, forecasts and market research are reliable, we have not independently verified the data.

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PRESENTATION OF FINANCIAL INFORMATION

Basis of Presentation

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP” or “GAAP”).

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Our financial year ends on December 31 of each year. References in this prospectus to a financial year, such as “financial year 2021”, relate to our financial year ended December 31 of that calendar year.

For the sake of undertaking a public offering of its Ordinary Shares, on November 30, 2022, the Company completed a series of reorganizing transactions resulting in 16,250,000 Ordinary Shares outstanding that have been retroactively restated to the beginning of the first period presented herein.

Financial Information in U.S. Dollars

Our reporting currency is the Singapore dollar. This prospectus 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$1.352 to US$1.00, the exchange rate set forth in the H10 statistical release of the Federal Reserve Board on December 30, 2021. We make no representation that the Singapore dollar or U.S. dollar amounts referred to in this prospectus 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.

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MARKET AND INDUSTRY DATA

Certain market data and forecasts used throughout this prospectus were obtained from internal company surveys, market research, consultant surveys, reports of governmental and international agencies and industry publications and surveys. Industry publications and third-party research, surveys and reports generally indicate that their information has been obtained from sources believed to be reliable. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that relate to our current expectations and views of future events. These forward-looking statements are contained principally in the sections entitled “Prospectus Summary”, “Risk Factors”, “Use of Proceeds”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, “Industry Overview” and “Business”. These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those listed under “Risk Factors”, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, these forward-looking statements can be identified by words or phrases such as “believe”, “plan”, “expect”, “intend”, “should”, “seek”, “estimate”, “will”, “aim” and “anticipate”, or other similar expressions, but these are not the exclusive means of identifying such statements. All statements other than statements of historical facts included in this document, including those regarding future financial position and results, business strategy, plans and objectives of management for future operations (including development plans and dividends) and statements on future industry growth are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are forward-looking statements, including in our periodic reports that we will file with the SEC, other information sent to our shareholders and other written materials.

These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking statements as a result of a number of factors, including, without limitation, the risk factors set forth in “Risk Factors” and the following:

● our business and operating strategies and our various measures to implement such strategies;

● our operations and business prospects, including development and capital expenditure plans for our existing business;

● our independent registered public accounting firm expressed substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations;

● changes in policies, legislation, regulations or practices in the industry and those countries or territories in which we operate that may affect our business operations;

● our financial condition, results of operations and dividend policy;

● changes in political and economic conditions and competition in the area in which we operate, including a downturn in the general economy;

● the regulatory environment and industry outlook in general;

● future developments in the property and property technology markets and actions of our competitors;

● catastrophic losses from man-made or natural disasters, such as fires, floods, windstorms, earthquakes, diseases, epidemics, other adverse weather conditions or natural disasters, war, international or domestic terrorism, civil disturbances and other political or social occurrences;

● the loss of key personnel and the inability to replace such personnel on a timely basis or on terms acceptable to us;

● the overall economic environment and general market and economic conditions in the jurisdictions in which we operate;

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● our ability to execute our strategies;

● changes in the need for capital and the availability of financing and capital to fund those needs;

● our ability to anticipate and respond to changes in the markets in which we operate, and in client demands, trends and preferences;

● exchange rate fluctuations, including fluctuations in the exchange rates of currencies that are used in our business;

● changes in interest rates or rates of inflation; and

● legal, regulatory and other proceedings arising out of our operations.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results or performance may be materially different from what we expect.

This prospectus contains certain data and information that we obtained from various government and private publications. Statistical data in these publications also include projections based on a number of assumptions. The property and property technology markets in the jurisdictions where we carry on business or propose to expand may not grow at the rate projected by such market data, or at all. Failure of this industry to grow at the projected rate may have a material and adverse effect on our business and the market price of our Ordinary Shares. Furthermore, if any one or more of the assumptions underlying the market data are later found to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

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DEFINITIONS

“AI” means artificial intelligence.

“Amended Memorandum of Association” or “Amended Memorandum” means the amended memorandum of association of our Company adopted on November 28, 2022 and as supplemented, amended or otherwise modified from time to time.

“Amended and Restated Articles of Association” means the amended and restated articles of association of our Company adopted on November 28, 2022, as amended from time to time.

“Anthill” means 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 will own 8,668,066 Ordinary Shares after the offering representing approximately 46.23% of the entire issued share capital of our Company.

“API” means application programming interface.

“Business Day” means a day (other than a Saturday, Sunday or public holiday in the U.S.) on which licensed banks in the U.S. are generally open for normal business to the public.

“BVI” means the British Virgin Islands.

“CAGR” means compound annual growth rate.

“CEA” means the Council for Estate Agencies of Singapore.

“Company” or “our Company” means Ohmyhome Limited, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act on July 19, 2022.

“Companies Act” means the Companies Act (2021 Revision) of the Cayman Islands, as amended, supplemented or modified from time to time.

“Cora.Pro” means Cora.Pro Pte. Ltd., a company incorporated in Singapore on May 21, 2020, and an indirect wholly-owned subsidiary of our Company.

“COVID-19” means the Coronavirus Disease 2019.

“COVID-19 Act” means the COVID-19 (Temporary Measures) Act 2020 of Singapore, as amended, supplemented or modified from time to time.

“COVID-19 Regulations” means the COVID-19 (Temporary Measures) (Control Order) Regulations 2020 of Singapore, as amended, supplemented or modified from time to time.

“Directors” means the directors of our Company as at the date of this prospectus, unless otherwise stated.

“DIY” means do-it-yourself.

“Employee Share Option Scheme” means the employee share option scheme adopted by us from time to time to incentive eligible grantees.

“Estate Agents Act” means the Estate Agents Act 2010 of Singapore, as amended, supplemented or modified from time to time.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, supplemented or modified from time to time.

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“Frost & Sullivan” means Frost & Sullivan Limited, a business consulting firm involved in market research, analysis and growth strategy consulting.

“Ganze” means Ganze Pte. Ltd., a company incorporated in Singapore on December 7, 2021, and an indirect wholly-owned subsidiary of our Company.

“Group”, “our Group”, “we”, “us”, or “our” means 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.

“GTV” means Gross Transaction Value.

“HDB” means the Housing Development Board of Singapore.

“Independent Third Party” means a person or company who or which is independent of and is not a 5% owner of, does not control and is not controlled by or under common control with any 5% owner and is not the spouse or descendant (by birth or adoption) of any 5% owner of the Company.

“MATCH” means the property matching technology and algorithm developed by our Group.

“MOM” means the Ministry of Manpower of Singapore.

“Ms. Race Wong” means Ms. Wong Wan Pei, our Director and Chief Operating Officer.

“Ms. Rhonda Wong” means Ms. Wong Wan Chew, our Director and Chief Executive Officer.

“Ohmyhome (BVI)” means Ohmyhome (BVI) Limited, a company incorporated in the BVI on July 27, 2022, and a wholly-owned subsidiary of our Company.

“Ohmyhome (I)” means Ohmyhome Insurance Pte. Ltd., a company incorporated in Singapore on March 5, 2020, and an indirect wholly-owned subsidiary of our Company.

“Ohmyhome (M)” means Ohmyhome Sdn. Bhd., a company incorporated in Malaysia on January 17, 2019, and an indirect subsidiary of our Company.

“Ohmyhome (R)” means Ohmyhome Renovation Pte. Ltd., a company incorporated in Singapore on March 5, 2020, and an indirect wholly-owned subsidiary of our Company.

“Ohmyhome (RL)” means Ohmyhome Realtors Sdn. Bhd., a company incorporated in Malaysia on January 17, 2019, and an indirect subsidiary of our Company.

“Ohmyhome (S)” means Ohmyhome Pte. Ltd., a company incorporated in Singapore on June 12, 2015, and an indirect wholly-owned subsidiary of our Company.

“Ordinary Shares” means ordinary shares in the capital of our Company.

“Other Existing Shareholders” means the existing shareholders of our Company immediately prior to the 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.

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“Representative” means Spartan Capital Securities LLC, acting as the lead managing underwriter and book-runner with respect to the Ordinary Shares subject to this offering.

“RM” means Malaysian ringgit, the lawful currency of Malaysia.

“S$” or “SGD” means Singapore dollars(s), the lawful currency of Singapore.

“SEC” or “Securities and Exchange Commission” means the United States Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended, supplemented or modified from time to time.

“Shareholders” means the holders of Ordinary Shares.

“Singapore Companies Act” means the Companies Act 1967 of Singapore, as amended, supplemented or modified from time to time.

“Super Agents” means 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” means Total Debt Servicing Ratio.

“US$”, “$” or “USD” means United States dollar(s), the lawful currency of the U.S.

“U.S.” or “United States” means the United States of America.

“VR” means virtual reality.

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our consolidated financial statements and notes to those statements, included elsewhere in this prospectus, before deciding to invest in our Ordinary Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements”.

Overview

Who We Are

We are a data and technology-driven property technology company based in Singapore. Through our subsidiaries, we operate a one-stop-shop property platform which provides end-to-end property solutions and services for our customers, which comprises brokerage services and emerging and other services, such as home renovation and furnishing services, listing and research, mortgage referral, legal services and insurance referral services. We operate on a data-driven customer-centric business model and through our platform, we seek to provide a comprehensive suite of property solutions and services to aid our customers in every step of their property transaction journey, with the objective of making property transactions and related services simple, efficient and affordable for all.

Since the incorporation of our subsidiary, Ohmyhome (S), in 2015 and the commencement of our business operations in 2016, our platform has facilitated over 4,400 agent brokerage transactions and other property-related services and over 7,200 self-transacted online property transactions, with an aggregate GTV of over US$2.5 billion as of July 31, 2022, making us one of Singapore’s largest integrated property transactions and services platform, according to Frost & Sullivan. We operate our Ohmyhome platform in Singapore and Malaysia. Today, Ohmyhome has been ranked Singapore’s top mobile application for property listings and transactions by customer ratings and is a leading one-stop property platform for property transactions and property-related services, according to Frost & Sullivan.

Our platform appeals to and supports a growing online community and network of users looking to list and search for properties online, seeking information on their property transactions and other value-added services, through the comprehensive property-related solutions and services available on our platform. As at July 31, 2022, we have over 250,000 monthly active users on our online website and mobile application, and over 650,000 downloads of our mobile application. Our website also receives a weekly average of over 150,000 unique visitors and a weekly average of over 280,000 website visits. As at July 31, 2022, our platform contained over 20,000 active listings for residential properties for sale and rental on a monthly basis. An active listing refers to a listing where the property of the subject listing is still on the market for sale or for lease. Each listing has an expiration date of 30 days from the date of the listing and listing owners will have to renew the listing before its expiry to keep the listing active for another 30 days. In the event where a listing has reached its expiry or is indicated as sold or leased as the case may be, such listing would be removed and will no longer be searchable by the public unless a new listing has been created.

We believe that our diverse range of listings and comprehensive range of property-related services provides an effective channel for customers to market and search for properties and provides speed, ease and reliability to their property transactions.

Our Technology-Enabled Solutions

We believe that the use of technology and data is our key edge over our competitors. Our core service offerings are categorized as follows, all of which are offered through our one-stop platform:

● Brokerage Services. For clients who wish to engage professional real estate services, we offer brokerage services through our Super Agents to represent customers seeking to purchase, sell, rent, or lease their properties on our platform. We also provide documentation services for clients who have already found a keen counterpart to their transactions and wish to engage us to assist with all necessary paperwork to complete the transaction.

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● Emerging and Other Services. We offer the following emerging and other services in connection with property transactions, which can each be utilized by our customers as a standalone service or in conjunction with our other service offerings:

(a) Listing and Research. We provide an online platform for home sellers to freely list their properties and for home buyers to freely view such listings. We also provide online tools and resources, including property transaction guides, automated electronic valuation of listed properties, and calculators for mortgage affordability and determining the amount of stamp duty payable on any property transaction, to provide our users with comprehensive resources to aid them in embarking on their property transaction journey.

(b) Mortgage Referral Services. Through our online platform, we provide our customers with referrals to experienced financial service providers from our partner banks, who provide mortgage advice and financing guidance. We also value-add by compiling and comparing the interest rates across our wide range of partner banks, to provide the financing option best tailored to individual customer’s needs.

(c) Legal Services. We provide our customers with access to specialized law firms through our online platform, which provide conveyancing services, legal advice and the preparation of documentation to provide our users with a hassle-free conveyancing process and to better equip them with sufficient know-how to protect their legal interests while completing their property transactions.

(d) Insurance Referral Services. We partner with established insurance brokers to provide our customers with access to insurance policies, such as home insurance and fire insurance, to meet their property transaction needs.

(e) Renovation and Home Services. We offer renovation services and partner with trusted brands to help homeowners conceptualize, design, budget and project manage their renovation projects. We also offer a wide range of home needs services such as cleaning, painting and servicing to suit the upgrading and maintenance needs of homeowners. As part of our home services, we work with external partners to offer professional moving services to customers moving to a new residential or commercial property. In addition, we also provide assistance to foreign customers relocating from overseas to our country of operation, and we also advise such foreign customers on relevant rules and regulations to ensure compliance with the relevant laws and regulations and if applicable, that the tenancy agreement protects the rights and needs of the customer.

For the years ended December 31, 2020 and 2021, we generated revenue of approximately S$3.3 million and S$4.4 million, respectively, representing an annual growth of 31.2%. The majority of our revenue is derived from our brokerage services, which generated 86.9% and 85.2% of our total revenue for the years ended December 31, 2020 and 2021, respectively. The remaining 13.1% and 14.8% of our total revenue for the years ended December 31, 2020 and 2021, respectively, were derived from our emerging and other services offerings, such as renovation and home services, mortgage services, legal services and insurance services.

For the six months ended June 30, 2021 and 2022, we generated revenue of approximately S$2.3 million and S$3.4 million, respectively, representing an annual growth of 45.8%. Our revenue generated by brokerage services constituted 85.4% and 50.1% of our total revenue for the six months ended June 30, 2021 and 2022, respectively. Our revenue generated by emerging and other services constituted 14.6% and 49.9% of our total revenue for the six months ended June 30, 2021 and 2022, respectively.

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Competitive Strengths

We believe we have the following competitive strengths, which have enabled us to become a leading player in the property technology industry in Singapore, according to Frost & Sullivan:

Integrated Platform with End-to-End Property Solutions and Services

According to Frost & Sullivan, we are a leading property technology company in Singapore which provides a comprehensive suite of end-to-end property solutions and services through a single, integrated platform. Our platform functions as a one-stop-shop solution to serve all of our customers’ property-related needs. We believe this provides us with a strong competitive edge as compared to our peers, which may only provide services in respect of one segment of the property transaction.

Ability to Develop Advanced Property Transaction Technology and Infrastructure

We are able to develop advanced technologies for property transactions and services in order to maintain our competitive edge. We have developed a suite of wide-ranging proprietary technology and infrastructure, which enables us to automate approximately 80% of the work that a regular property agent is usually required to do under a traditional real estate business model, such as sourcing for new leads, scheduling, advertising, demand-supply matching, and targeted marketing for our other services. We deemed these as proprietary, as such technology products are developed in-house by our team and are therefore unique to the Company.

Highly Scalable Business Model

We have a highly scalable business model and are able to adapt our service offerings to cater to prevailing market and technology trends, so as to maintain our competitive edge. Our business is predominantly generated through our online website and mobile application platforms, which allows us to expand rapidly into new jurisdictions in a quick and cost-efficient manner, by adapting the same technology and online platform. Our ability to capture rapid growth is demonstrated by our expansion into Malaysia in 2019 just three (3) years after our inception in 2016.

Proprietary Technology Platform Built on Powerful Data Insights Focusing on User Experience

We have built an intuitive and user-friendly interface for both our website and mobile application that clearly catalogs our end-to-end service offerings to users. We believe the reliability and scalability of our technology stems from the combination of proprietary in-house and third-party technologies, which allows us to handle high levels of data flow. We deemed these as proprietary, as such technology products are developed in-house by our team and are therefore unique to the Company.

Experienced Management Team with Proven Track Record for Innovations and Execution

Our management team has extensive industry knowledge, experience and operational expertise. Our Group is founded and led by our Chief Executive Officer, Ms. Rhonda Wong and our Chief Operating Officer, Ms. Race Wong. In her capacity as Chief Executive Officer, Ms. Rhonda Wong is responsible for managing the day-to-day operations, developing the business plan, strategic goals and strategies of our Group and overseeing and evaluating the overall growth and performance of the Group. As Chief Operating Officer, Ms. Race Wong is responsible for the overall strategic product direction and development, overseeing key product development and management, marketing strategy and the development of marketing materials.

Transaction-Based Compensation to Incentivize High Service Standards

Our Super Agents are paid incentives based on the number of transactions completed in a year, as opposed to the traditional real estate agency model, where property agents earn commissions based on the value of the property being transacted. Our transaction-based incentive model seeks to ensure that our Super Agents provide high standards of service to all of our customers, regardless of transaction value. We believe that this ensures that our Super Agents are more accountable for every property transaction, and ultimately builds long-term trust and confidence in the Ohmyhome platform as the go-to platform for housing-related transactions.

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Growth Strategies

Our principal objective is to provide a comprehensive, one-stop affordable and efficient property services to our customers and to sustain a continuous growth in our business and to capture market share by growing into other countries in Southeast Asia with the following strategies:

Increasing our service offerings and becoming a property “SuperApp”

We endeavor to provide a one-stop property solutions platform that addresses all of our customers’ needs along their property journey, from the initial listing of the property to the actual property transaction and related services, as well as post-transaction services such as renovation, moving and maintenance.

Increasing our market presence and expanding our geographical market reach

Based on the CEA’s public database of agent transactions and the Company’s staff list, we believe that we are one of the top six (6) agencies in Singapore in terms of HDB transactions in 2021 (CEA Salespersons’ Property Transaction Records (Residential) as at May 30, 2022: https://data.gov.sg/dataset/cea-salesperson-residential-transaction-record) out of over 1,102 agencies established in Singapore as of 2021 according to Frost & Sullivan. We intend to continue to expand our geographical reach by entering into new high-growth markets across Southeast Asia. We will continue to search for opportunities in the Southeast Asia region where we see a tangible application for our platform and services, particularly in markets where the property technology sector remains largely untapped, to allow us to establish our overall reputation and market presence as the trusted and leading platform for all property-related services and solutions across Southeast Asia.

Continue to develop our platform and infrastructure to enhance user experience

We seek to continuously strengthen our technologies to improve our platform and solutions we can offer to our customers. To this end, we intend to invest in research and development to enhance our technology capabilities and service offerings.

Expansion into new and complementary service offerings

We also believe we can leverage on our existing know-how, market reputation and infrastructure to expand into new and complementary businesses in the future, such as business-to-business (B2B) property-related services, the provision of property management services, or the provision of investment management services for foreign investors seeking to invest in local property. Depending on available opportunities, feasibility and market conditions, we may explore joint ventures, strategic alliances, acquisitions or investment opportunities at the relevant time with parties who have the relevant expertise or technical know-how in providing products and services in such new and complementary businesses. We may also consider expanding into these new and complementary businesses through organic growth.

Risks and Challenges

Investing in our Ordinary Shares involves risks. The risks summarized below are qualified by reference to “Risk Factors” beginning on page 18 of this prospectus, which you should carefully consider before making a decision to purchase Ordinary Shares. If any of these risks actually occurs, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Ordinary Shares would likely decline, and you may lose all or part of your investment.

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These risks include but are not limited to the following:

Risks Related to Our Business and Industry

● We are dependent on our Super Agents, in-house employees and our third party business partners on our platform to provide quality services to customers.

● We may be unable to maintain our relationships with our existing third party business partners and/or develop relationships with new third party partners.

● We may be unable to generate profit in the future or at all.

● Our independent registered public accounting firm expressed substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.

● We operate in a highly competitive industry and we face competition from other industry players.

● Our business is affected by technological changes and developments.

● Our business model and growth strategy depends on our ability to attract home buyers and home sellers to our online platform in a cost-effective manner.

● We rely heavily on Internet search engines and mobile application stores to direct traffic to our website and our mobile application.

● The proper functioning and reliability of our online platform is essential to our business.

● If we fail to adopt new technologies or adapt our platform and systems to changing user requirements or emerging industry standards, our business may be materially and adversely affected.

● We depend on the reliable performance of third party networks and mobile infrastructure.

Risks Related to Our Ordinary Shares

● An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly.

● Because our public offering price per Ordinary Share is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

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● Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.

● As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards.

● You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

● If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud.

● We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

● Certain judgments obtained against us by our shareholders may not be enforceable.

● We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements applicable to other public companies that are not emerging growth companies.

● If securities or industry analysts do not publish research or reports about our business causing us to lose visibility in the financial markets or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.

● 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.

Corporate Information

We were incorporated in the Cayman Islands on July 19, 2022. Our registered office in the Cayman Islands is at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman, KY1-1111 Cayman Islands. Our principal executive office is at 11 Lorong 3 Toa Payoh, Block B, #04-16/21, Jackson Square, Singapore 319579. Our telephone number at this location is +65 6886 9009. Our principal website address is https://ohmyhome.com. The information contained on our website does not form part of this prospectus. Our agent for service of process in the United States is Cogency Global Inc., 122 E. 42^nd Street, 18^th Floor, New York, New York 10168.

Because we are incorporated under the laws of the Cayman Islands, you may encounter difficulty protecting your interests as a shareholder, and your ability to protect your rights through the U.S. federal court system may be limited. Please refer to the sections entitled “Risk Factors” and “Enforceability of Civil Liabilities” for more information.

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Corporate Structure

The chart below sets out our corporate structure.

Note 1: The remaining 51% interest is held by Ms. Wong Wan Chin, sister of Ms. Rhonda Wong and Ms. Race Wong.

Note 2: The remaining 51% interest is held by Ohmyhome Principal Sdn. Bhd., a company owned equally by Khor Siew Keng and Mun Shei Ngee, both Independent Third Parties.

*Where less than 50% of the equity of an investee is held, the Company (through its subsidiaries) holds significantly more voting rights than any other vote holder or organized company of vote holders. An assessment has been made, taking into account all the factors relevant to the relationship with the investee, to ascertain control has been established and the investee should be consolidated as a subsidiary of the Company.

Implications of Our Being an Emerging Growth Company

As a company with less than US$1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include:

● being permitted to provide only two years of selected financial information (rather than five years) and only two years of audited financial statements (rather than three years), in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure; and

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● an exemption from compliance with the auditor attestation requirement of the Sarbanes-Oxley Act, on the effectiveness of our internal control over financial reporting.

We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year in which the fifth anniversary of the completion of this offering occurs; (b) the last day of the fiscal year in which we have total annual gross revenue of at least US$1.235 billion; (c) the date on which we are deemed to be a “large accelerated filer” under the Exchange Act, which means the market value of our Ordinary Shares that are held by non-affiliates exceeds US$700.00 million as of the prior December 31; and (d) the date on which we have issued more than US$1.0 billion in non-convertible debt during the prior three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have included two years of selected financial data in this prospectus in reliance on the first exemption described above. Accordingly, the information contained herein may be different from the information you receive from other public companies in which you hold stock.

Implications of Our Being a Foreign Private Issuer

Upon completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Even after we no longer qualify as an emerging growth company, as long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including:

● the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

● the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

● the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission, or the SEC, of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events.

Both foreign private issuers and emerging growth companies are also exempt from certain more stringent executive compensation disclosure rules. Thus, even if we no longer qualify as an emerging growth company but remain a foreign private issuer, we will continue to be exempt from the more stringent compensation disclosures required of companies that are neither emerging growth companies nor foreign private issuers.

In addition, as a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq. Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of the Nasdaq, namely (i) a majority of the Directors on our board of Directors are not required to be independent Directors; (ii) there will not be a necessity to have regularly scheduled executive sessions with independent Directors; and (iii) there will be no requirement for the Company to obtain Shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants; (c) a change of control; and (d) transactions other than public offerings.

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The Offering

Offering Price	The initial public offering price will be between US$[4.00] and US$[5.00] per Ordinary Share.
Ordinary Shares offered by us	3,250,000 Ordinary Shares
Ordinary Shares issued and outstanding prior to this offering	16,250,000 Ordinary Shares
Ordinary Shares to be issued and outstanding immediately after this offering	19,500,000 Ordinary Shares
Use of proceeds	We currently intend to use the net proceeds from this offering for (i) market expansion in Southeast Asia; (ii) research and development of technology products and services offerings on our mobile and web-based platforms; (iii) marketing and brand building activities; (iv) the repayment of certain interest-free loans made to us by a Shareholder for paying the expenses of obtaining a listing of our Ordinary Shares; and (v) working capital and other general corporate purposes. See “Use of Proceeds” for more information.
Dividend policy	We do not intend to pay any dividends on our Ordinary Shares for the foreseeable future. Instead, we anticipate that all of our earnings, if any, will be used for the operation and growth of our business. See “Dividends and Dividend Policy” for more information.
Lock-up	We, each of our Directors and executive officers and all our existing shareholders, have agreed, for a period of 12 months after the date of this prospectus, not to, except in connection with this offering, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or any other securities convertible into or exercisable or exchangeable for Ordinary Shares, or enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Ordinary Shares. See “Shares Eligible for Future Sale” and “Underwriting—Lock-Up Agreements”.
Risk factors	Investing in our Ordinary Shares involves risks. See “Risk Factors” beginning on page 18 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our Ordinary Shares.
Listing	Application has been made for the listing of the Ordinary Shares on the Nasdaq Capital Market.
Proposed trading symbol	OMH.
Transfer agent	VStock Transfer, LLC

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RISK FACTORS

Investing in our Ordinary Shares is highly speculative and involves a significant degree of risk. You should carefully consider the following risks, as well as other information contained in this prospectus, before making an investment in our Company. The risks discussed below could materially and adversely affect our business, prospects, financial condition, results of operations, cash flows, ability to pay dividends and the trading price of our shares. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, prospects, financial condition, results of operations, cash flows and ability to pay dividends, and you may lose all or part of your investment.

This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance. Our actual results may differ materially from those anticipated by these forward-looking statements due to certain factors, including the risks and uncertainties faced by us, as described below and elsewhere in this prospectus.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

We are dependent on our Super Agents, in-house employees and our third party business partners on our platform to provide quality services to customers.

The success of our business depends substantially on our ability to provide quality and satisfactory customer experience in the property transaction services offered on our platform, which, in turn, depends on a variety of factors, including our ability to offer high standards of service from our in-house Super Agents and relationship managers, as well as external business partners such as financial advisers, legal service providers, contractors and professional house movers who offer their services through our platform.

In terms of our in-house staff, although we have implemented various service protocols and conduct regular trainings to ensure the service quality of our Super Agents and relationship managers, we cannot guarantee that we will effectively manage all of our employees to ensure consistent and satisfactory customer experience in all service settings. The majority of our revenue is derived from our brokerage services, which generated a revenue of S$2,901,479 and S$3,731,586, representing 86.9% and 85.2% of our total revenue for the years ended December 31, 2020 and 2021, respectively Our brokerage services generated a revenue of S$1,980,900 and S$1,695,673, representing 85.4% and 50.1% of our total revenue for the six months ended June 30, 2021 and 2022. As such, we are heavily reliant on our Super Agents to provide high standards of service to our customers looking to engage professional property agents for their property transactions. Our Super Agents may, from time to time, fail to fully comply with our protocols and relevant laws or regulations and/or may engage in misconduct or illegal actions, which may result in negative publicity and adversely impact our reputation and brand image. While we have, in the past, received customer complaints in respect of the service standards of some of our Super Agents, such complaints are relatively minor in nature and are resolved expeditiously, such as by changing the Super Agent serving the customer in question, at no additional cost to the customer. If we are unable to continue to provide satisfactory customer experience, our customers may choose other service providers over our platform for their intended property transactions, which could adversely and materially impact our business, prospects, financial condition and results of operations.

In addition to the services provided by our in-house Super Agents and employees, we also rely on a large number of third party service providers to provide various service offerings available on our platform, such as contractors to subcontract certain renovation works, partner banks to provide mortgage solutions, partner law firms to provide legal advice and conveyancing services, and professional movers and other home service providers to provide moving and other housing-related services. In this regard, customers who wish to obtain such services from our platform will typically primarily liaise and engage with us. Accordingly, any lapses in service standards by our third party service providers will, in turn, negatively affect our relationship and reputation with the customer. While we have implemented various safeguards to ensure high-quality service standards from such third parties (see “Business – Risk Management and Quality Control – Quality Control of Third Party Service Providers” for further details), such as conducting extensive checks before selecting any third party service providers, and conducting regular evaluations to ensure adherence to high levels of service, we cannot ensure that the third party service providers will always comply with such standards. To the extent they are unable to provide satisfactory services to our users and/or they engage in any inappropriate or illegal actions, which may be due to factors that are beyond our control, we may suffer actual or reputational damage as a result and our business, prospects, financial condition and results of operations could be adversely affected as a result.

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We may be unable to maintain our relationships with our existing third party business partners and/or develop relationships with new third party partners.

We operate a one-stop-shop property platform which seeks to provide comprehensive, end-to-end property solutions for our customers through a single integrated platform. In order to do so, we partner with various third party service providers to provide certain property-related services, including but not limited to mortgage, legal, moving, relocation and other property-related services. To this end, we have forged partnerships with several key players in each of the service industries across Singapore and Malaysia.

We believe our large and active network of business partners contributes significantly to the success of our platform. However, we cannot guarantee that we will be able to maintain our relationships with our existing business partners on commercially acceptable terms, or at all, after the terms of the current cooperation agreements expire, or if we are able to develop relationships with new business partners for our current or new services, or in new jurisdictions in the future. In the event that we are unable to maintain existing relationships or develop new relationships with such service providers, our ability to provide a one-stop-shop platform to serve all of our customers’ property-related needs may be hindered, which may, in turn, materially and adversely affect our business, prospects, financial condition and results of operations.

We may be unable to generate profit in the future or at all.

We recorded net current liabilities and a total deficit for the year ended December 31, 2020, a negative cash flow from operating activities of S$1,812,064 (US$1,340,284) as at December 31, 2021, and a negative cash flow from operating activities of S$291,563 (US$209,712) for the six months ended June 30, 2022. We may continue to record net current liabilities, a total deficit and/or negative cash flow from operating activities in the foreseeable future, which can expose us to liquidity risks. A net current liabilities position can expose us to the risk of shortfalls in liquidity, in which case our ability to raise funds, obtain bank loans and declare and pay dividends will be materially and adversely affected.

We cannot assure you that we will be able to continue to generate net income in the future. We anticipate that our operating cost and expenses will increase in the foreseeable future as we continue to grow our business. Our efforts to grow our business may prove more costly than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses.

Our profitability and liquidity position are dependent on, among other factors, our ability to grow our business and extend our product offering to existing customers and expand our customer base. Any material decrease in our service fees would have a substantial impact on our margin. As a result of the foregoing and other factors, our net income may decline, or we may incur net losses in the future and be unable to achieve or maintain profitability and improve our liquidity position.

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Our independent registered public accounting firm expressed substantial doubt regarding our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.

Our financial statements appearing at the end of this prospectus have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties related to our ability to operate on a going concern basis. The perception that we may not be able to continue as a going concern may cause others to choose not to deal with us due to concerns about our ability to meet our contractual obligations.

Our independent registered public accounting firm included an explanatory paragraph in its audit report on our financial statements as of and for the year ended December 31, 2021, stating that we did not have sufficient cash balance as at December 31, 2021, which raised substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends on our ability to raise additional capital. If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all. Further, if we cannot continue as a going concern, we may be forced to discontinue operations and liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, which would cause holders of our Ordinary Shares and our shareholders to lose all or a part of their investment. In such situations, our business, prospects, financial condition and results of operations would be materially and adversely affected.

We operate in a highly competitive industry and we face competition from other industry players.

The property transactions and services industry is rapidly evolving and increasingly competitive, with numerous service providers competing for customers for their property-related service offerings. Although we believe no other industry player in Southeast Asia operates under the integrated platform business model similar to ours, we face competition from players in different segments of the property transactions and services industry. We also compete with traditional real estate brokerage firms for real estate agents and property customers locally, as well as a growing number of Internet-based residential brokerages and others who operate with non-traditional real estate business models. Certain of our service offerings such as our brokerage services are also dependent on attracting a substantial pool of property listings on our platforms from homeowners. In this regard, we face competition from other online real estate listing platforms.

Some of our competitors may have longer operating histories and stronger brand recognition in certain markets, and may possess greater operational, financial, research and development, and marketing capabilities than us. Some of our competitors may also be more aggressive in their pricing policies in order to capture or retain market share, or may have lower operating costs, overhead expenditure or procurement costs due to their larger scale of operations and product development. In addition, the entry of new players will increase the competitive pressure faced by us. Furthermore, as the industry is constantly evolving, our current or future competitors may be better able to position themselves to compete more effectively as the industry develops.

Increasing competition may lead to declining market share and commission rate, make it more difficult for us to retain and attract business partners and users, or force us to increase sales and marketing expenses, any of which could harm our financial condition and results of operations. We cannot assure you that we will be able to compete successfully against current or future competitors. In the event that we are unable to maintain our competitiveness, our business, prospects, financial condition and results of operations may be adversely affected.

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Our business may be affected by technological changes and developments.

As a data and technology-driven property technology company, we may be affected by rapid changes in technology, changing market trends and evolving industry standards across all areas of our business. The risks we may face include but are not limited to:

(a) not being able to anticipate and adapt to new technology and developing technology trends in the property technology sector;

(b) our competitors developing more innovative and efficient solutions as compared to us; and

(c) not being able to expand our suite of property-related solutions and resources quickly enough to keep up with demand.

Accordingly, our success depends on our ability to innovate and adapt our technology-backed property solutions to meet evolving industry standards and our customers’ and business partners’ expectations. We have invested, and expect to continue to invest, substantial time, capital, and other resources in understanding the needs of our customers and developing technologies, tools, features and service offerings to meet those needs. We cannot assure you that our current and future offerings will be satisfactory to or broadly accepted by customers, or competitive with the offerings of our competitors. If our current or future offerings are unable to meet industry and customer expectations in a timely and cost-effective manner, our business, prospects, financial condition and results of operations may be adversely affected.

Furthermore, technological development is inherently challenging, time-consuming and expensive, and the nature of development cycles may result in delays between the time we incur expenses and the time we make available new offerings and generate revenue, if any, from those investments. Anticipated customer demand for an offering we are developing could also decrease after the development cycle has commenced, and we would not be able to recoup substantial costs we incurred. In addition, we cannot assure you that we will be able to identify, design, develop, implement, and utilize, in a timely and cost-effective manner, technology necessary for us to compete effectively, that such technology will be commercially successful, or that products and services developed by others will not render our offerings non-competitive or obsolete. If we do not achieve the desired outcome from our technological investments, our business, prospects, financial condition and results of operations may be adversely affected.

Our business model and growth strategy depend on our ability to attract home buyers and home sellers to our online platform in a cost-effective manner.

Our success depends, in part, on our ability to attract home buyers and home sellers to our online platform in a cost-effective manner. Our website and mobile application are our primary channels for meeting customers. We rely heavily on traffic generated from search engines and other sources to acquire customers. We use a variety of methods in our marketing efforts to drive traffic, including online marketing such as social media marketing, paid search advertising, and targeted email communications, and offline marketing through promotional events, out-of-home advertising, and radio commercials. We intend to continue to invest resources in our marketing efforts.

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These marketing efforts may not succeed for a variety of reasons, including changes to search engine algorithms, ineffective campaigns across marketing channels, and limited experience in certain marketing channels like television. External factors beyond our control may also affect the success of our marketing initiatives, such as filtering of our targeted communications by email servers, home buyers and home sellers failing to respond to our marketing initiatives, and competition from third parties. Any of these factors could reduce the number of home buyers and home sellers on our online platform. We also anticipate that our marketing efforts will become increasingly expensive as competition increases and we seek to expand our business in existing markets. Generating a meaningful return on our marketing initiatives may be difficult. If our strategies do not attract home buyers and home sellers efficiently, our business, prospects, financial condition and results of operations may be adversely affected.

We rely heavily on Internet search engines and mobile application stores to direct traffic to our website and our mobile application, respectively.

We rely heavily on Internet search engines, such as Google, Bing, and Yahoo!, to drive traffic to our website and on mobile application stores, such as the Apple iTunes Store and the Android Play Store, to promote downloads of our mobile application. The number of visitors to our website and mobile application downloads depends in large part on how and where our website and mobile application rank in Internet search results and mobile application stores, respectively. While we use search engine optimization to help our web pages rank highly in search results, maintaining our search result rankings is not within our control. Internet search engines frequently update and change their ranking algorithms, referral methodologies, or design layouts, which determine the placement and display of a user’s search results. In some instances, Internet search engines may change these rankings in order to promote their own competing services or the services of one or more of our competitors. Similarly, mobile application stores can change how they display searches and how mobile applications are featured. For instance, editors at the Apple iTunes Store can feature prominently editor-curated mobile applications and cause the mobile application to appear larger than other applications or more visibly on a featured list. Listings on our website and mobile application have experienced fluctuations in search result and mobile application rankings in the past, and we anticipate fluctuations in the future. If our website or listings on our website fail to rank prominently in Internet search results, our website traffic could decline. Likewise, a decline in our website and mobile application traffic could reduce the number of customers for our services, which may in turn adversely affect our business, prospects, financial condition and results of operations.

The proper functioning and reliability of our online platform is essential to our business.

As we operate an online-to-offline real estate platform, the success of our business and ability to attract and retain customers substantially depends on the satisfactory performance, reliability and availability of our online platform, which in turn depends on a variety of factors. Any system interruptions or failures in the proper functioning of our platform may result in the unavailability or slowdown of our services, reduction in transaction volume and/or hamper the delivery of satisfactory services to our customers. These interruptions may be due to unforeseen events that are beyond our control, such as telecommunications failures, security breaches, additional regulatory requirements which we cannot satisfy on a timely basis, or at all, or adverse development or negative publicity involving our platform participants. Our servers may also be vulnerable to computer viruses or similar disruptions from time to time, which could lead to system interruptions, website and mobile application slowdown or unavailability, delays or errors in transaction processing, loss of data and/or the inability to accept and fulfill customer requests. If we are unable to resolve such disruptions or platform failures in a timely and cost-efficient manner, our business, prospects, financial condition and results of operations may be adversely affected.

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In addition, developing, supporting and maintaining our online platform across multiple operating systems and devices require substantial time and resources. As new mobile devices and mobile operating systems are released, we may encounter problems in developing or supporting our mobile application for them. The success of our online platform could also be harmed by factors outside our control, such as:

(a) increased costs to develop, distribute, or maintain our website or mobile application;

(b) changes to the terms of service or requirements of a mobile application store that requires us to change our mobile application development or features in an adverse manner; and

(c) changes in mobile operating systems, such as Apple’s iOS and Google’s Android, that disproportionately affect us, degrade the functionality of our mobile website or mobile application, require that we make costly upgrades to our offerings, or give preferential treatment to competitive websites or mobile applications.

If any of the aforementioned situations arise and we are unable to ensure our platform adapts in a proper and timely manner, this may cause delays or disruptions to our operations and access to our platform, resulting in increased costs which would, in turn, adversely affect our business, prospects, financial condition and results of operations.

If we fail to adopt new technologies or adapt our platform and systems to changing user requirements or emerging industry standards, our business may be materially and adversely affected.

We seek to continually enhance and improve the functionality, effectiveness and features of our online website and mobile application. However, our existing technologies and systems could be rendered obsolete at any time due to rapid technological evolution, changes in customer requirements and preferences, frequent introductions of new products and services embodying new technologies and/or the emergence of new industry standards and practices. The success of our online platform will depend, in part, on our ability to identify, develop, acquire or license technologies useful in our business, and respond to technological advances and emerging industry standards and practices in a cost-effective and timely way. We must also continue to enhance and improve the ease of use, functionality and features of our website and mobile application.

The development of our website, mobile application and other technologies entails significant technical and business risks. Furthermore, such new features, functions and services may not achieve market acceptance or serve to enhance our brand loyalty. We cannot assure you that we will be able to successfully develop or effectively use new technologies, recoup the costs of developing new technologies or adapt our website, mobile application, proprietary technologies and systems to meet customer requirements or emerging industry standards. If we are unable to adapt in a cost-effective and timely manner in response to changing market conditions or user preferences, whether for technical, legal, financial or other reasons, our business, prospects, financial condition and results of operations may be materially and adversely affected.

We depend on the reliable performance of third party networks and mobile infrastructure.

Our brand, reputation, and ability to attract customers to our platform depend on the reliable performance of third-party network and mobile infrastructure. As our range of services, the number of platform users and the number of property listings shared on our online platform increase, our need for additional network capacity and computing power will also grow. Operating our underlying technology systems is expensive and complex, and we could experience operational failures from time to time. If we experience interruptions or failures in these systems, whether due to system failures, computer viruses, physical or electronic break-ins, attacks on domain name servers or other third parties on which we rely, or any other reason, the security and availability of our services and technologies could be affected. Any such event could cause us to incur additional costs, result in delays in our service offerings, cause detrimental harm to our brand and reputation, and/or create a loss in confidence of our customers who use our platform or the third party service providers whom we work with, resulting in a material adverse effect on our business, prospects, financial condition and results of operations.

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We incur costs and are subject to certain challenges which our competitors with different business models do not face.

Our Super Agents are employed by our Group, unlike traditional brokerage firms where real estate agents are mostly hired as independent contractors. As a result, we incur related costs and expenses that are not typically incurred by our brokerage competitors, such as base pay, employee benefits, expense reimbursement, training, and the hiring of employee transactional support staff. As a data and technology-driven property technology company, we also invest heavily in advancing, developing and improving our technology, as well as regularly conducting research and development for new service offerings. As a result, we have significant costs, some of which would not be otherwise incurred by competitor brokerage firms operating under traditional or different business models.

In the event of fluctuations in demand in the services offered on our platform, or a reduction in property sale prices, whether due to seasonality, cyclicality, changes in interest rates, fiscal policy, or other events beyond our control, we will be unable to adjust our expenses as rapidly as many of our competitors, and as a result, there would be material adverse effects on our business, prospects, financial condition and results of operations. Additionally, due to these costs, our property agent turnover may be more costly to us than to traditional brokerages, and if we are unable to achieve optimal levels of productivity and revenue returns from such agents to offset their related costs, our business, prospects, financial condition and results of operations may be adversely affected.

We are required to comply with requirements governing the licensing and conduct of real estate brokerages and brokerage-related businesses in the jurisdictions in which we operate.

As a brokerage, we and our Super Agents are required to comply with the laws, regulations, government policies, codes of conduct and other requirements governing the licensing and conduct of real estate brokerages and brokerage-related businesses in the markets where we operate, including the Estate Agents Act and its applicable subsidiary legislation, and any other requirements imposed by the CEA. See “Regulatory Environment” on page 116 for further details. These laws and regulations contain general standards for and limitations on the conduct of real estate brokerages and agents, including but not limited to licensing requirements, fiduciary and agency duties, administration of trust funds, collection of commissions, advertising, and consumer disclosures. Under such applicable laws and regulations, we and our Super Agents are also required to adhere to certain duties and standards of conduct. If we or our Super Agents fail to obtain or maintain the required licenses for conducting our brokerage business, or fail to conduct ourselves in accordance with the standards stipulated by such regulations, we may be subject to regulatory action from the relevant government authorities, including the disciplinary action, suspension or revocation of our license, suspension of our brokerage business or the imposition of fines or other penalties. Any of these outcomes could result in a material adverse effect on our business, prospects, financial condition and results of operations.

Regulators such as the CEA may also conduct industry-wide investigations into certain products, selling practices or other aspects of the business within the regulator’s purview. Such investigations can arise due to events beyond our control, such as acts or omissions of another industry participant. A regulator may determine that we have failed to comply with the applicable laws, regulations or rules or that we have not undertaken corrective action required by the regulator. The impact of us being found to be non-compliant in any such inquiry and/or investigation is difficult to assess or quantify and would depend on which regulatory regime was involved and the disciplinary and/or enforcement powers of the relevant regulator. Such inquiries or investigations could result in adverse publicity for, or negative perceptions of us and affect our relationships with regulators as well as current and potential customers. This may also cause our management’s attention to be diverted and additional expenses to be incurred.

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In addition, any changes in laws, regulations, government policies, codes of conduct and other applicable requirements, such as adverse tax (including stamp duty land tax) policies, changes in the regulation of the property technology and/or real estate agency industry or changes in regulations relating to the granting of mortgages to potential buyers (such as the TDSR framework – see “Risk Factors – Risks Related to Our Business and Industry – Our business is dependent on the availability of mortgage financing”), may depress the property market and the volume of property transactions in the jurisdictions we operate in, or may increase the cost or reduce the profitability of providing services related to such transactions. Changes may also limit our ability to offer certain property-related services, or subject it to more stringent requirements. While some of these policies and changes may have a positive impact on the property market in the long-run, such changes may create uncertainty and decrease residential property transaction volumes in the short-term, which could have a material adverse effect on our business, prospects, financial condition and results of operations.

We may be unable to successfully renew our estate agent license.

Under the Estate Agents Act, we are required to apply for and renew our estate agent license with the CEA once every year. While we have not had any issues in renewing our estate agent license in the past and to the best of our knowledge and belief, we are not aware of any facts or circumstances which would cause such license to be suspended, revoked or canceled, as the case may be, or for any applications for, or renewal of such license to be rejected by the CEA, there is no assurance that we will be able to renew our estate agent license in the future in a timely manner, or at all. In the event that we are unable to renew our estate agent license, it would affect our ability to continue to carry on the real estate agency business, and our business, prospects, financial condition and results of operations will be adversely affected.

We are dependent on the property market and the volume and value of property transactions in the jurisdictions we operate in.

We are adversely affected by factors that reduce transaction volumes, sales prices and/or rental rates in the property markets of jurisdictions we operate in, particularly the Singapore residential property market, which accounted for the majority of our Group’s total income in 2020 and 2021.

The volume of property transactions may decrease depending on several factors which are beyond our control, including (a) the level of household income and disposable income; (b) prevailing sales prices and rental rates and the future outlook of sales prices and rental rates; (c) vacancy rates; (d) the availability and affordability of mortgage financing to purchase homes and the willingness of borrowers to incur mortgage loans to finance property purchases; (e) the number of foreigners or expatriates in the markets we operate in who require rental accommodation; and (f) any change in cultural predispositions towards property ownership or rentals. Where the volume of property transactions brokered by our Super Agents decreases without a corresponding increase in the level of commissions and/or property prices, the revenue we earn from our brokerage services will also decrease. Further, our renovation and home services and other property-related services gain traction and rely to a certain extent on the customer traffic brought in by our brokerage services to our one-stop platform. Accordingly, a decrease in the number of brokerage transactions will result in a corresponding decrease in the revenue derived from our other service offerings. Accordingly, any decline in the volume or value of property transactions may result in a material adverse impact on our business, prospects, financial condition and results of operations.

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Our business is dependent on the availability of mortgage financing.

Our real estate brokerage business is particularly exposed to the level of mortgage approvals in the markets which we operate in. For instance, in the Singapore property market, the TDSR framework was introduced by the Monetary Authority of Singapore in 2013, which imposed maximum thresholds on the amount that financial institutions could lend to prospective property buyers, based on the prospective buyer’s gross monthly income. Since then, the number of mortgage approvals in Singapore for property transactions has decreased considerably. Mortgage approval levels may also be affected by (a) macroeconomic factors, such as the factors leading to the Global Financial Crisis in 2008, constrained wholesale funding markets, availability of credit and higher interest rates; (b) new regulations, especially those increasing the capital requirements of certain banks or decreasing buyers’ ability to borrow; and (c) changes in lenders’ approval policies and processes. Any reduction (or perceived reduction) in mortgage loan availability or in the affordability of mortgage products for prospective property buyers could result in a decrease in volumes of residential property transactions, which could materially and adversely affect our business, prospects, financial condition and results of operations.

Our business generates and processes a large amount of consumer data, and the improper use, collection or disclosure of such data could subject us to significant reputational, financial, legal and operational consequences.

We regularly collect, store and use customer information and personal data in the course of our business and marketing activities. The collection and use of personal data is governed by the various data privacy and protections laws and regulations in Singapore and Malaysia, and we are required to comply with applicable laws, rules and regulations relating to the collection, use, storage, transfer, disclosure and security of personal data. We face risks inherent in handling and protecting a large amount of data that our business generates and processes from the significant number of property transactions our platform facilitates, such as protecting the data hosted on our system against attacks on our system or fraudulent behavior or improper use by our employees. Although we employ comprehensive security measures to prevent, detect, address, and mitigate these risks (including access controls, data encryption, vulnerability assessments, and maintenance of backup and protective systems), these threats may still materialize. We also cannot guarantee the effectiveness of the policies and measures undertaken by the business partners on our platform. If any of our or our business partner’s security measures are compromised, information of our customers or other data belonging to our customers may be misappropriated or publicly disseminated, which may result in enforcement action being taken against our Group by the relevant data protection regulatory bodies, such as fines, revocation of licenses, suspension of relevant operations or other legal or administrative penalties. Furthermore, any failure or perceived failure by us or our business partners to comply with all applicable data privacy and protection laws and regulations may result in negative publicity, which may, in turn, damage our reputation, cause customers to lose trust and confidence in us, and stop using our platform altogether. We may also incur significant costs to remedy such security breaches, such as repairing any system damage and compensation to customers and business partners. If any of these risks were to materialize, it could have a material adverse effect on our business and results of operations.

Additionally, privacy regulations continue to evolve and, occasionally, may be inconsistent from one jurisdiction to another. Compliance with applicable privacy regulations may increase our operating costs. If we fail to comply with any of the applicable laws and regulations, depending on the type and severity of any such violation, we may be subject to, amongst others, warnings from relevant authorities, imposition of fines and/or criminal liability, being ordered to close down our business operations and/or suspension of relevant licenses and permits. As a result, our reputation may be harmed and our business, prospects, financial condition and results of operations could be materially and adversely affected.

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Any failure to maintain, protect, and enhance our brand could impede our ability to grow our business, particularly in markets where we have limited brand recognition.

All of our service offerings are marketed under the Ohmyhome brand. As a result, maintaining, protecting, and enhancing our brand is crucial in growing our business, especially in jurisdictions where our reputation and brand recognition is limited and/or we are required to compete with well-established market players, such as traditional brokerages with longer operating histories, greater brand recognition and an established customer base. In addition, as part of our business strategy, we may license our Ohmyhome brand to third parties to utilize our Ohmyhome platform in markets which our Group does not currently operate in. In such instances, we are dependent on the ability of our licensees to uphold the reputation and goodwill of our Ohmyhome brand in such markets.

Our success in building and promoting our brand image depends on a number of factors, including:

(a) the success of our and our licensees’ advertising and other marketing activities;

(b) our ability to ensure the quality and reliability of our services and to provide effective, differentiated services to our customers; and

(c) our ability to protect our brand from infringement of our intellectual property rights.

We may be required to make substantial investments, such as in marketing and advertising, technology, and agent training, in order to enhance and protect our brand value. In addition, despite these investments, our brand could be damaged from other events beyond our control, such as litigation claims or customer complaints, whether unfounded or not, or failure by our licensees to provide high quality services in the markets in which they operate. If our efforts to build and promote our brand image are not effective for any reason or if any of such events occur, our reputation and the market recognition of our platform and services may deteriorate and as a result, we may not be able to compete effectively and expand our business. This would adversely impact our business, prospects, financial condition and results of operations.

We may be unable to adequately protect our intellectual property and proprietary rights.

Our success and ability to compete depends in part on our intellectual property. As at November 15, 2022, we have one (1) registered trademark in Singapore and one (1) registered trademark in the Philippines. We have filed applications for the registration of one (1) trademark in each of Malaysia. Please refer to the section entitled “Business – Intellectual Property Rights” for more information on our intellectual property rights.

While the applications and documents submitted by us have not been withdrawn, rejected or adversely affected by any notice and/or objection by any relevant authority or third parties, there is no assurance that these trademarks will be successfully registered. In addition, until such trademarks have been registered, there remains the risk that third parties may use similar or identical trademarks but we will not be able to bring any lawsuits or take any action against such third parties. Any use of trademarks by third parties which are similar or identical to ours may also result in imitation of our platform, which may adversely affect our business, prospects, financial condition and results of operation.

We seek to protect our proprietary technology and intellectual property primarily through a combination of intellectual property laws as well as confidentiality procedures and contractual restrictions. Our employees are subject to confidentiality obligations under the terms of their respective employment contracts and we also require external consultants with access to our proprietary information to enter into non-disclosure agreements. However, there can be no assurance that these measures are effective, or that infringement of our intellectual property rights by other parties does not exist now or will not occur in the future. In addition, our intellectual property rights may not be adequately protected because:

(a) other parties may still misappropriate, copy or reverse engineer our technology despite our internal governance processes or the existence of laws or contracts prohibiting it; and

(b) policing unauthorized use of our intellectual property may be difficult, expensive and time consuming, and we may be unable to determine the extent of any unauthorized use.

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To protect our intellectual property rights and maintain our competitiveness, we may file lawsuits against parties who we believe are infringing upon our intellectual property rights. Such proceedings may be costly and may divert management attention and other resources away from our business. In certain situations, we may have to bring lawsuits in foreign jurisdictions, in which case we are subject to additional risks as to the result of the proceedings and the amount of damages that we can recover. Any of our intellectual property rights may also be challenged by others or invalidated through administrative processes or litigations. We can provide no assurance that we will prevail in such litigations, and, even if we do prevail, we may not obtain a meaningful relief. Any inability to adequately protect our proprietary rights may have a material negative impact on our ability to compete, to generate revenue and to grow our business. Under such circumstances, our business, prospects, financial condition and results of operations would be materially and adversely affected.

We could be required to cease certain activities or incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.

Our success depends largely on our ability to use and develop our technology and know-how without infringing the intellectual property rights of third parties. There can be no assurance that we will not be subject to claims of infringement upon the intellectual property rights of third parties, including from our competitors. Defending such claims can be both costly and time consuming and may significantly divert the efforts and resources of our technical and management personnel.

The results of such disputes or litigation are also difficult to predict. An adverse determination in any such litigation or proceedings to which we are a party may subject us to significant liability to third parties, require us to seek licenses from third parties, pay ongoing royalties, cease offering or using technologies that incorporate the challenged intellectual property, redesign our solutions to avoid infringement or subject us to injunctions prohibiting the offering of such services.

If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement claims against us, such payments or costs could have an adverse effect on our business and financial results. Protracted litigation may also result in our customers or potential customers deferring or limiting their use of our platform and services until the resolution of such litigation. Even if we were to prevail, such claims and proceedings could harm our reputation and brand name. As a result, our business, prospects, financial condition and results of operations would be materially and adversely affected.

We rely on certain technology and software licensed from third parties.

As part of our business, we employ certain technology and software licensed from third parties, such as Amazon Web Services, HubSpot and Amplitude. We typically do not enter into long-term agreements for the licensing of such software and tools, and the license agreements are typically on an annual subscription basis. Accordingly, there is no assurance that such third parties will continue to extend such licenses to us after the expiry of the current license period, and if such licenses are renewed, whether such renewals will be on terms favorable to us. Although we believe that there are commercially reasonable alternatives to the third-party software we currently license, this may not always be the case, or it may be difficult or costly to replace. Any failure to maintain the existing licenses or to obtain new licenses on favorable terms or at all may cause a disruption to our platform and service offerings.

In addition, we may be susceptible to undetected errors or defects in the third-party software or technology, which would in turn impair the usage of our technology, disrupt our platform operations and delay or impede our service offerings to customers. This may cause customers to lose confidence in our platform and also cause damage to our reputation, which would in turn adversely affect our business, prospects, financial condition and results of operations.

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We utilize open source software in certain aspects of our technologies.

Certain aspects of our technologies, software and systems utilize open source software. The licenses governing the open source software may require any source code that is developed using such open source software be made publicly available, and that any modifications or derivative works developed through such open source software to continue to be licensed under the relevant open source licenses. If we fail to comply with the terms and conditions of any applicable open source license, we may be subject to claims from third parties for infringement of their intellectual property rights and may be required to obtain licenses from such third parties for the continued application and use of such software, on terms which may not be favorable to us. If such licenses cannot be obtained, we may also be required to re-engineer our technology and systems to remove or replace the open source software, or to discontinue the relevant technology altogether. We may also be required to pay monetary damages or be required to release or license the source code for our proprietary technology which was developed in-house using such open source code.

In addition, our use of open source software can pose liability issues, as open source licensors do not typically provide warranties or indemnities in respect of their open source software. Further, as the source code for open source software is made publicly available, there may be additional security risks imposed on us, as hackers or other third parties may be able to easily breach our software and systems which rely on open source software.

Any of the foregoing risks, if materialized, could have a material adverse effect on our business, prospects, financial condition and results of operations.

Our technology, software and systems are highly complex and may contain undetected errors or vulnerabilities.

Our platform is based on underlying technology, software and systems, which are highly complex and may contain undetected errors or vulnerabilities, some of which may only be discovered after their implementation. Despite our development and testing processes in place, we may still encounter technical issues with such software and technology from time to time. Any technical errors, inefficiencies or vulnerabilities discovered in our software and systems after release could delay or reduce the quality of our services and/or disrupt our customers’ access to and use of our platform. This could result in damage to our reputation, result in unexpected costs incurred and result in an adverse effect on our business, prospects, financial condition and results of operations.

Errors or inaccuracies in our business data and algorithms may adversely affect our business decisions and the customer experience.

We regularly rely on and analyze our business data and algorithms to predict and evaluate growth trends, measure our performance and make strategic decisions. Much of this data is generated and calculated internally through our own processes, without independent verification by a third party source. While we believe our processes in place ensure that the calculations used are reasonable, interpretation of such data is inherently subjective and subject to human error. We cannot guarantee that the data, or the calculations of such data, are accurate. Errors or inaccuracies in the data could result in incurring unnecessary costs, improper allocation of resources or misinformed strategic initiatives. For instance, if we overestimate the number of active users on our platform, we may not allocate sufficient resources in our marketing strategies to attract new customers. In such situations, our business, prospects, financial condition and results of operations may be materially and adversely affected.

We also use our business data and algorithms to inform our property matching technology and machine learning technology, such as our Real Estate Valuation Tool. If there are any lapses in such business data or algorithms, such as failure of our property matching technology to accurately match home buyers with home sellers, or if customers do not agree with the property valuation generated by our Real Estate Valuation Tool, we may be unable to successfully complete property transactions or to attract customers to transact on our platform. As a result, there may be a loss in customer confidence and brand reputation, which will adversely impact our business, prospects, financial condition and results of operations.

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Our historical growth and performance may not be indicative of our future growth and performance.

Although our Group has experienced growth in operating our platform, in terms of monthly active users, GTV as well as growth in revenue, we may fail to continue our growth or maintain our historical growth rates. You should not consider our historical growth and profitability as indicative of our future financial performance. You should consider our future operations in light of the challenges and uncertainties that we may encounter, which include our ability to, among other things:

(a) successfully increase our market share, brand recognition and reputation;

(b) develop our infrastructure to enhance service efficiency and customer experience;

(c) retain existing platform users and attract new users to our platform;

(d) maintain an extensive and authentic property listing database on our platform;

(e) continue to implement and optimize our procedures for ensuring authentic listings;

(f) continue to develop our technology and enhance our data insights;

(g) adapt our operations to new policies, regulations and measures that may come into effect from time to time;

(h) deliver compelling value propositions to our customers on our platform and ecosystem; and

(i) expand our service offerings and expand into new jurisdictions and/or businesses.

We may not be successful in our efforts to do any of the foregoing, in which case, our business, prospects, financial condition and results of operations could be materially and adversely affected.

We are dependent on key management personnel for our future success and growth.

Our Group’s growth to-date is attributable to contributions and expertise of our key management personnel, who each have valuable and extensive experience and knowledge of the industry. In particular, our Chief Executive Officer, Ms. Rhonda Wong and our Chief Operating Officer, Ms. Race Wong have been instrumental in formulating our business strategies and spearheading the growth of our business and operations. Our continued success and growth will depend, to a large extent, on our ability to retain the services of our key management personnel. As stated in “Risk Factors – Risks Related to Our Business and Industry – We have limited insurance coverage, which could expose us to significant costs and business disruption”, we do not currently maintain any key-man insurance. The loss of services of any of our key management personnel or skilled employees without suitable and timely replacements may materially and adversely affect our business, prospects and financial condition and results of operations.

Further, we believe that our future success will depend on our ability to attract, retain and motivate our key management personnel. In the event that we need to substantially increase employee compensation levels to attract, retain and motivate any key management personnel, our costs may increase and our financial performance may be materially and adversely affected. As the property transactions and services industry is characterized by high demand and intense competition for talent, we cannot assure you that we will be able to attract or retain qualified management or other highly skilled employees. Our inability to attract, retain and motivate our key management personnel or skilled employees would adversely affect our business, prospects and financial condition and results of operations.

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We may be unable to attract, retain, effectively train, motivate, and utilize Super Agents.

Our brokerage service, which formed the bulk of our revenue for the fiscal years ended December 31, 2020 and 2021, and the six months ended June 30, 2021 and 2022, depends heavily on our ability to attract, retain and to effectively train our Super Agents. In this regard, our compensation model for our Super Agents differs from the typical model under traditional brokerage agencies, where we provide incentives to our Super Agents based on the number of transactions completed, as opposed to the value of each transaction. As a result, depending on the value and nature of the property being transacted, our Super Agents may earn less on a per transaction basis than traditional agents, which may be unattractive to some agents. As our compensation model is uncommon in the real estate brokerage industry, certain agents may find this to be unattractive and may prefer the independent contractor, commission-driven compensation model used by most traditional brokerages. If we are unable to attract, retain, effectively train, motivate, and utilize our Super Agents, we may be unable to grow our revenue in our brokerage service sector, which could adversely harm our business, prospects, financial condition and results of operations.

Our introduction of new services to create and maintain a one-stop-shop property platform may not be successful.

From time to time, we develop new service offerings, as part of our business strategy of creating and maintaining a one-stop-shop property platform. For example, our home renovation service on our platform was soft-launched in 2020 and was officially launched in 2021. Although we have shown success in expanding into new service offerings thus far, we cannot guarantee that we will be able to continue our success in future expansions, and our actual results may vary significantly from what we desire or predict. Our lack of experience in such new service offerings may impact our ability to compete with the established market players in any of these service sectors. This may also disrupt our ongoing businesses, by diverting time and attention from our management and employees from our existing service offerings and increase our costs, whether by way of additional compliance costs or otherwise. We may also face challenges in achieving the anticipated synergies and growth opportunities. Additionally, our new services may fail to attract customers, reduce customer confidence in our services and capabilities, undermine our customer-first reputation and expose us to increased market risks. Any of these events could adversely harm our business, prospects, financial condition and results of operations.

We may be affected by any disruptions in the supply for certain of our emerging and other services.

In respect of certain of our emerging and other services, such as renovation services, while we have in-house capabilities for the provision of interior design and project management services, we rely on our ability to procure sub-contracting and other third party supplies, for the provision of sub-contracting and other renovation raw materials in order to complete the renovation projects of our customers. In this regard, we do not enter into long-term contracts with our sub-contractors and suppliers and instead, we typically enter into fixed-price contracts with such sub-contractors and suppliers upon the acceptance of each customer order.

While we have generally maintained strong relationships with our major sub-contractors and suppliers, there is no assurance that such sub-contractors and suppliers will continue their relationships with us or will maintain their prices at the current levels upon entry into contracts for new renovation projects. Any disruption in supply, such as changes in the costs of renovation raw materials, or increase in labor costs, could increase the operating costs of our sub-contractors or suppliers, which may in turn lead to an increase in the costs of our supply. This may result in us expending time and resources in finding suitable alternative sub-contractors or suppliers, and we may not be able to do so in a timely and cost-efficient manner, or at all.

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If we are unable to control the costs of our sub-contracted works or supplies, pass on such additional costs to our customers, and/or allocate such production work to other alternative sub-contractors or suppliers of similar quality at comparable terms, our profit margin could decrease, and we could record losses in some of our renovation projects. In such an event, our business, prospects, financial condition and results of operations could be materially and adversely affected.

There is no assurance that our growth strategies will be successful.

As described in the section entitled “Business – Business Strategies”, our growth strategies include completing our service offerings, increasing our market presence and expanding our geographical market reach, including in markets across Southeast Asia. These expansion plans will require substantial capital expenditure, financial and management resources and are subject to factors beyond our control such as government legislation, general economic conditions and global or local trends within the property transactions and services sector. As the conditions of the real estate markets in any new local markets may vary significantly from where we currently operate our platform, expansion into new geographical areas involves new risks and challenges. As we expand our business to new regions, we may encounter regulatory, personnel, technological and other difficulties that may increase our expenses or delay our ability to start our operations or expand our regional presence. Our lack of familiarity with, and relevant property data relating to, these geographical areas may make it more difficult for us to keep pace with the evolving market conditions. We may also face difficulties in attracting customers to utilize our platform on a long-term, recurring basis. There is also a substantial risk that any new markets to which we seek to introduce our property services and solutions may not accept, or be as receptive to, such services and solutions as compared to our existing markets. In such events, our business, prospects, financial condition and results of operations may be materially and adversely affected.

Consequently, there is no assurance that our expansion plans will be successful. We may also incur additional costs and expenses which were not initially budgeted. In the event that we are not able to achieve a sufficient level of revenue or manage our costs effectively or the commencement of these planned expansions are delayed or unsuccessful, our business, prospects, financial condition and results of operations may be materially and adversely affected.

We may from time to time be subject to legal and regulatory proceedings and administrative investigations.

We may from time to time be subject to various legal and regulatory proceedings arising in the ordinary course of our business. Claims and complaints arising out of actual or alleged violations of laws and regulations could be asserted against us by real estate agents, contractors, customers, employees, ex-employees and other platforms, industry participants or governmental entities in administrative, civil or criminal investigations and proceedings or by other entities.

These investigations, claims and complaints could be initiated or asserted under or on the basis of a variety of laws in different jurisdictions, including real estate laws, advertising laws, value-added telecommunication services laws, intellectual property laws, unfair competition laws, anti-monopoly laws, data protection and privacy laws, labor and employment laws, securities laws, finance services laws, tort laws, contract laws and property laws. There is no guarantee that we will be successful in defending ourselves in legal and administrative actions or in asserting our rights under various laws. If we fail to defend ourselves in these actions, we may be subject to restrictions, fines or penalties that will materially and adversely affect our business, prospects, financial condition and results of operations. Even if we are successful in our defense, the process of communicating with relevant regulators, defending ourselves and enforcing our rights against the various parties involved may be expensive, time-consuming and ultimately futile. These actions could expose us to negative publicity, substantial monetary damages and legal defense costs, injunctive relief and criminal and civil fines and penalties, including but not limited to suspension or revocation of licenses to conduct business. Under such circumstances, our business, prospects, financial condition and results of operations would be negatively and adversely impacted.

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Adverse macroeconomic developments and conditions could adversely affect our business.

The real estate industry in general is sensitive to general macroeconomic conditions and overall economic outlook. These conditions include fluctuations in interest rates, inflation, changes in equity and debt capital markets, availability of credit, and the strength of financial institutions, which in turn impact market sentiment and consumer confidence in the real estate market. These may be impacted by various factors, such as social and political unrest, regulatory, fiscal and other governmental policies, global pandemic or outbreak, acts or threats of war, terrorism, civil strife or other geopolitical uncertainty, all of which are beyond our control. Any such events occurring could reduce consumer appetite to invest in or purchase property, thereby harming our business, which would materially and adversely affect our business, prospects, financial condition and results of operations.

For instance, the property market is directly impacted by changes in interest rates. Any increase in interest rates on mortgage products which results in higher monthly interest payments by borrowers may make mortgages unaffordable for certain prospective property buyers. Any perception by prospective property buyers that interest rates on mortgage products have increased or could increase in the future may deter such persons to incur mortgage debt in order to finance a property purchase. In Singapore, mortgage rates have increased over the past few months, leading to higher costs of home ownership. In addition, cooling measures implemented by the Singapore Government that have specifically impacted us is the increasing of the Additional Buyer’s Stamp Duty (ABSD) rates thus levying a higher stamp duty on property transactions for buyers of their second property and onwards, and tightening the Total Debt Servicing Ratio (TDSR) threshold and lowering the Loan-to-Value (LTV) limit for loans, which reduces the total quantum of loan a person is able to borrow, thereby affecting buyers across Singapore. Such factors are likely to depress the property market in the jurisdictions we operate in, which may significantly reduce the volume and value of property transactions we broker and correspondingly, our revenue derived from our brokerage services. We have therefore seen a 17% decline in the total number of transactions for both HDB properties and private properties for the overall Singapore market in the first half of 2022, compared to the same period in 2021.

As 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. While 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, there is no guarantee that all or any customers will be receptive or responsive to such strategies that we have implemented.

In addition, inflation experienced by the Singapore market would also impact on our Emerging and Other Services due to rising manpower costs which we may not always be able to pass on to our customers in full or at all. While we have initiated cost control measures such as renegotiating with our suppliers in order to manage cost increases and expanding our list of suppliers to achieve more competitive quotations for our budgeting purposes, there is no guarantee that we would be successful in tightening our costs and/or be able to pass on all of our cost increases to our customers in full. These would, in turn, have a material adverse impact on our business, prospects, financial condition and results of operations.

We rely on certain key operating metrics to evaluate the performance of our business, and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business.

We rely on certain key operating metrics, such as GTV, to evaluate the performance of our business. Our operating metrics may differ from estimates published by third parties or from similarly titled metrics used by other companies due to differences in methodology and assumptions. We calculate these operating metrics using internal company data. If we discover material inaccuracies in the operating metrics we use, or if they are perceived to be inaccurate, our reputation may be harmed and our evaluation methods and results may be impaired. Furthermore, if investors make investment decisions based on the operating metrics we disclose that they view to be inaccurate, whether real or perceived, we may also face potential lawsuits or disputes and our business, prospects, financial condition and results of operations would be adversely affected as a result.

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We cannot assure you that the COVID-19 pandemic will not materially affect our business, financial performance, and operations in the future.

Since early 2020, the ongoing COVID-19 pandemic has caused significant disruption to the economics of the markets we operate in, including Singapore and Malaysia. The Singapore and Malaysian governments have imposed strict travel and movement restrictions, especially for the property business where a restriction on number of visitors per household per day is imposed, failing which the visitors and households would be fined or even subject to imprisonment. These measures hinder our client development, as property transactions have relied heavily on in-person inspections and negotiation by the home buyers and prospective tenants with the homeowners before entering into binding agreements. This affected our ability to conduct client meetings with homeowners, onsite photography, and physical viewings and meetings with prospective buyers and tenants.

To tackle the challenges brought by the pandemic and the restrictions, we have shifted our focus on conducting online viewings and adopted technologies such as VR and video conferencing to provide remote viewing services, allowing prospective buyers and tenants to conduct inspections without being exposed to the risks of infection. Our timely adaptation to remote procedures has cushioned the impact of these challenges on our businesses, and in the fiscal years of 2020 and 2021, our Super Agents have completed 1,222 and 1,347 real estate transactions, respectively, and 638 real estate transactions for the six months ended June 30, 2022. Despite our efforts, most customers still prefer physical inspection over remote viewing, which limits our ability to expand our client base.

Whether the COVID-19 pandemic will lead to a prolonged downturn in the economy is still unknown, and we cannot ascertain if such prolonged downturn will affect our clients’ ability to transaction properties or engage our services in the future. We cannot assure you that the COVID-19 pandemic will not materially affect our business, prospects, financial condition and results of operations in the future.

RISKS RELATING TO THE JURISDICTIONS WHERE WE OPERATE

Any adverse changes in the political, economic, legal, regulatory taxation or social conditions in the jurisdictions that we operate in or intend to expand our business may have a material adverse effect on our operations, financial performance and future growth.

Our business, prospects, financial condition and results of operations are dependent on and may be adversely affected by political, economic, social and legal developments that are beyond our control in each of the jurisdictions that we operate in or in which we intend to expand our business and operations. Such political and economic uncertainties may include risks of war, terrorism, nationalism, expropriation or nullification of contracts, changes in interest rates, economic growth, national fiscal and monetary policies, inflation, deflation, methods of taxation and tax policy. Negative developments in the socio-political climate of these regions may also adversely affect our business, prospects, financial condition and results of operations. These developments may include, but are not limited to, changes in political leadership, nationalization, price and capital controls, sudden restrictive changes to government policies, introduction of new taxes on goods and services and introduction of new laws, as well as demonstrations, riots, coups and war. These may result in the nullification of contracts and/or prohibit us from continuing our business operations.

The jurisdictions that we operate in or in which we intend to expand our business and operations may be in a state of rapid political, economic and social changes, and may also be subject to unforeseeable circumstances such as natural disasters and other uncontrollable events, which will entail risks to our business and operations if we are to expand in the region in the future. There can also be no assurance that we will be able to adapt to the local conditions, regulations and business practices and customs of the regions in which we operate in the future. Any changes implemented by the government of these regions resulting in, amongst others, currency and interest rate fluctuations, capital restrictions and changes in duties and taxes detrimental to our business could materially and adversely affect our business, prospects, financial condition and results of operations.

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We are exposed to risks in respect of acts of war, terrorist attacks, epidemics, political unrest, natural disasters, adverse weather and other uncontrollable events.

Our business activities are principally carried out in Singapore and Malaysia, and we intend to expand our operations across new markets in Southeast Asia. Our geographic presence in Southeast Asia may make us vulnerable in the event of increased tension or hostilities in certain countries, including the countries in which our customers operate. In addition, unforeseeable circumstances and other factors such as power outages, labor disputes, severe weather conditions and natural or other catastrophes may disrupt our operations, and terrorist attacks or other acts of violence may further materially and adversely affect the global financial markets and business and consumer confidence. Any such events may cause damage or disruption to our business, markets, customers and suppliers, any of which could materially and adversely affect our business, prospects, financial condition and results of operations.

We are subject to evolving laws, regulations, standards and policies, and any actual or perceived failure to comply could harm our reputation and brand, subject us to significant fines and liability, or otherwise adversely affect our business.

The laws, regulations, standards and policies in the jurisdictions in which we operate or may in the future operate are continuously evolving. The costs of compliance, including remediation of any discovered issues and any changes to our operations regulated by new or amended laws, may be significant, and any failures to comply could result in additional expenses, delays or fines. As we expand our business into the new markets, we are in the process of reviewing the applicable laws and regulations in each jurisdiction, including required approvals, licenses and permits. Such laws, regulations, standards and policies continue to rapidly change, which increases the likelihood of a patchwork of complex or conflicting regulations, or which could increase our compliance costs or otherwise affect our business.

The interpretation and application of laws and regulations in the jurisdictions in which we operate involve uncertainties.

The courts in certain jurisdictions in which we operate or may in the future operate may offer less certainty as to the judicial outcome or a more protracted judicial process than is the case in more established economies. Businesses can become involved in lengthy court cases over simple issues when rulings are not clearly defined, and the poor drafting of laws and excessive delays in the legal process for resolving issues or disputes compound such problems. Accordingly, we could face risks such as (a) effective legal redress in the courts of such jurisdictions being more difficult to obtain, whether in respect of a breach of law or regulation, or in an ownership dispute; (b) a higher degree of discretion on the part of governmental authorities and therefore less certainty; (c) the lack of judicial or administrative guidance on interpreting applicable rules and regulations; (d) inconsistencies or conflicts between and within various laws, regulations, decrees, orders and resolutions; or (e) relative inexperience or unpredictability of the judiciary and courts in such matters.

Enforcement of laws in some of the jurisdictions in which we operate or may in the future operate may depend on and be subject to the interpretation placed upon such laws by the relevant local authority, and such authority may adopt an interpretation of an aspect of local law which differs from the advice given to us by local lawyers or even previously by the relevant local authority itself. Furthermore, there is limited or no relevant case law providing guidance on how courts would interpret such laws and the application of such laws to our contracts, operations, licenses, license applications or other arrangements.

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There can be no assurance that there will be no unfavorable interpretation or application of the laws in the jurisdictions in which we operate or that such interpretation or application will not adversely affect our contracts, operations, licenses, license applications or other legal arrangements. In certain jurisdictions, the commitment of local businesses, government officials and agencies and the judicial system to abide by legal requirements and negotiated agreements may be less certain and more susceptible to revision or cancellation, and legal redress may be uncertain or delayed. If the existing body of laws and regulations in the countries in which we operate are interpreted or applied, or relevant discretions exercised, in an inconsistent manner by the courts or applicable regulatory bodies, this could result in ambiguities, inconsistencies and anomalies in the enforcement of such laws and regulations, which in turn could hinder our long-term planning efforts and may create uncertainties in our operating environment.

Any limitations on the ability of our subsidiaries to pay dividends to us could have a material adverse effect on our ability to conduct our business.

We are a holding company incorporated in Singapore and operate certain parts of our businesses through our operating subsidiaries, including overseas operating subsidiaries. Therefore, the availability of funds to pay dividends to our shareholders depends upon dividends received from our subsidiaries. If our subsidiaries incur debts or losses, such indebtedness or loss may impair their ability to pay dividends or other distributions to us. As a result, our ability to pay dividends to our Shareholders will be restricted. Local laws and regulations have differing requirements and restrictions on the ability of a company to pay dividends to its shareholders. In addition, restrictive covenants in bank credit facilities or other agreements that we or our subsidiaries have entered into or may enter into in the future may also restrict the ability of our subsidiaries to provide capital or declare dividends to us.

Government regulation of loans and direct investments by our Company to our foreign subsidiaries may delay or prevent us from making loans or additional capital contributions, which could materially and adversely affect our liquidity and ability to expand our business and operations in such jurisdictions.

Local laws and regulations may also have differing requirements and restrictions on the ability of a foreign holding company to make loans, direct investments or additional capital contribution to our overseas operating subsidiaries. This may impede our ability to expand our business and operations and increase our presence in these jurisdictions where we are seeking to expand our business, and our future plans and growth may be adversely affected.

RISKS RELATING TO OUR SECURITIES AND THIS OFFERING

An active trading market for our Ordinary Shares may not be established or, if established, may not continue and the trading price for our Ordinary Shares may fluctuate significantly.

We cannot assure you that a liquid public market for our Ordinary Shares will be established. If an active public market for our Ordinary Shares does not occur following the completion of this offering, the market price and liquidity of our Ordinary Shares may be materially and adversely affected. The public offering price for our Ordinary Shares in this offering was determined by negotiation between us and the underwriter based upon several factors, and we can provide no assurance that the trading price of our Ordinary Shares after this offering will not decline below the public offering price. As a result, investors in our Ordinary Shares may experience a significant decrease in the value of their shares.

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We may not maintain the listing of our Ordinary Shares on the Nasdaq which could limit investors’ ability to make transactions in our Ordinary Shares and subject us to additional trading restrictions.

We intend to list our Ordinary Shares on the Nasdaq concurrently with this offering. In order to continue listing our shares on the Nasdaq, we must maintain certain financial and share price levels and we may be unable to meet these requirements in the future. We cannot assure you that our shares will continue to be listed on the Nasdaq in the future.

If the Nasdaq delists our Ordinary Shares and we are unable to list our shares on another national securities exchange, we expect our shares could be quoted on an over-the-counter market in the United States. If this were to occur, we could face significant material adverse consequences, including:

(a) a limited availability of market quotations for our Ordinary Shares;

(b) reduced liquidity for our Ordinary Shares;

(c) a determination that our Ordinary Shares are “penny stock”, which will require brokers trading in our shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Ordinary Shares;

(d) a limited amount of news and analyst coverage; and

(e) a decreased ability to issue additional securities or obtain additional financing in the future.

As long as our Ordinary Shares are listed on the Nasdaq, U.S. federal law prevents or pre-empts the states from regulating their sale. However, the law does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar their sale. Further, if we were no longer listed on the Nasdaq, we would be subject to regulations in each state in which we offer our shares.

The trading price of the Ordinary Shares is likely to be volatile, which could result in substantial losses to investors.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalized company with relatively small public float after this offering, we may experience greater stock price volatility, lower trading volume and less liquidity than large-capitalized companies. In particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices due to factors beyond our control. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our Ordinary Shares. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. In addition to market and industry factors, the price and trading volume for the Ordinary Shares may be highly volatile for factors specific to our own operations, including the following:

● variations in our revenues, earnings, cash flow;

● fluctuations in operating metrics;

● announcements of new investments, acquisitions, strategic partnerships or joint ventures by us or our competitors;

●  announcements of new solutions and services and expansions by us or our competitors;

● termination or non-renewal of contracts or any other material adverse change in our relationship with our key customers or strategic investors;

● changes in financial estimates by securities analysts;

● detrimental negative publicity about us, our competitors or our industry;

● additions or departures of key personnel;

● release of lockup or other transfer restrictions on our outstanding equity securities or sales of additional equity securities;

● regulatory developments affecting us or our industry; and

● potential litigation or regulatory investigations.

Any of these factors may result in large and sudden changes in the volume and price at which the Ordinary Shares will trade. Furthermore, the stock market in general experiences price and volume fluctuations that are often unrelated or disproportionate to the operating performance of companies like us. These broad market and industry fluctuations may adversely affect the market price of our Ordinary Shares. Volatility or a lack of positive performance in our Ordinary Shares price may also adversely affect our ability to retain key employees, most of whom have been granted share incentives.

In addition, if the trading volumes of our Ordinary Shares are low, persons buying or selling in relatively small quantities may easily influence prices of our Ordinary Shares. This low volume of trades could also cause the price of our Ordinary Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. If high spreads between the bid and ask prices of our Ordinary Shares exist at the time of a purchase, the stock would have to appreciate substantially on a relative percentage basis for an investor to recoup their investment. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. A decline in the market price of our Ordinary Shares also could adversely affect our ability to issue additional Ordinary Shares or other of our securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in our Ordinary Shares will develop or be sustained. If an active market does not develop, holders of our Ordinary Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

In the past, shareholders of public companies have often brought securities class action suits against companies following periods of instability in the market price of their securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations and require us to incur significant expenses to defend the suit, which could harm our results of operations. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

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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.

In addition to the risks addressed above in “— The trading price of the Ordinary Shares is likely to be volatile, which could result in substantial losses to investors,” our Ordinary Shares may be subject to extreme volatility that is seemingly unrelated to the underlying performance of our business. In particular, our Ordinary Shares may be subject to rapid and substantial price volatility, low volumes of trades and large spreads in bid and ask prices, given that we will have relatively small public floats after this offering. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition or prospects.

Holders of our Ordinary Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our Ordinary Shares. As a result of this volatility, investors may experience losses on their investment in our Ordinary Shares. Furthermore, the potential extreme volatility may confuse the public investors of the value of our stock, distort the market perception of our stock price and our company’s financial performance and public image, negatively affect the long-term liquidity of our Ordinary Shares, regardless of our actual or expected operating performance. If we encounter such volatility, including any rapid stock price increases and declines seemingly unrelated to our actual or expected operating performance and financial condition or prospects, it will likely make it difficult and confusing for prospective investors to assess the rapidly changing value of our Ordinary Shares and understand the value thereof.

If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our Ordinary Shares, the market price for our Ordinary Shares and trading volume could decline.

The trading market for our shares will be influenced by research or reports that industry or securities analysts publish about our business. If one or more analysts downgrade our shares, the market price for our shares would likely decline. If one or more of these analysts cease to cover us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the market price or trading volume for our shares to decline.

The sale or availability for sale of substantial amounts of our Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of our Ordinary Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our Ordinary Shares and could materially impair our ability to raise capital through equity offerings in the future. Prior to the sale of our Ordinary Shares in this offering, we have 16,250,000 Ordinary Shares outstanding. The Ordinary Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and the remaining Ordinary Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and applicable lock-up agreements. There will be 19,500,000 Ordinary Shares outstanding immediately after this offering. In connection with this offering, our Directors and officers named in the section “Management” and all existing Shareholders have agreed not to sell any shares until 12 months after the date of this prospectus without the prior written consent of the underwriter. However, the underwriter may release these securities from these restrictions at any time. We cannot predict what effect, if any, market sales of securities held by our controlling Shareholder or any other Shareholder or the availability of these securities for future sale will have on the market price of our Ordinary Shares. See “Underwriting” starting from page 152 and “Shares Eligible for Future Sale” starting from page 144, respectively, for a more detailed description of the restrictions on selling our securities after this offering.

Short selling may drive down the market price of our Ordinary Shares.

Short selling is the practice of selling shares that the seller does not own but rather has borrowed from a third party with the intention of buying identical shares back at a later date to return to the lender. The short seller hopes to profit from a decline in the value of the shares between the sale of the borrowed shares and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is in the short seller’s interest for the price of the shares to decline, many short sellers publish, or arrange for the publication of, negative opinions and allegations regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling the shares short. These short attacks have, in the past, led to selling of shares in the market. If we were to become the subject of any unfavorable publicity, whether such allegations are proven to be true or untrue, we would have to expend a significant amount of resources to investigate such allegations and/or defend ourselves. While we would strongly defend against any such short seller attacks, we may be constrained in the manner in which we can proceed against the relevant short seller by principles of freedom of speech, applicable state law or issues of commercial confidentiality.

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Because we do not expect to pay dividends in the foreseeable future, you must rely on price appreciation of our Ordinary Shares for a return on your investment.

We currently intend to retain all of our available funds and any future earnings after this offering to fund the development and growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in our shares as a source for any future dividend income. Our Directors have complete discretion as to whether to distribute dividends, subject to certain requirements of Singapore and Malaysia law. Even if our Directors decide to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors as determined by our board of Directors. Accordingly, the return on your investment in our Ordinary Shares will likely depend entirely upon any future price appreciation of our Ordinary Shares. There is no guarantee that our Ordinary Shares will appreciate in value after this offering or even maintain the price at which you purchased our Ordinary Shares. You may not realize a return on your investment in our Ordinary Shares and you may even lose your entire investment.

Because our public offering price per Ordinary Share is substantially higher than our net tangible book value per Ordinary Share, you will experience immediate and substantial dilution.

If you purchase Ordinary Shares in this offering, you will pay substantially more than our net tangible book value per Ordinary Share. As a result, you will experience immediate and substantial dilution of US$[3.87] per Ordinary Share, representing the difference between our pro forma as adjusted net tangible book value per Ordinary Share of US$[0.63] as of June 30, 2022 after giving effect to the net proceeds to us from this offering, assuming no change to the number of Ordinary Shares offered by us as set forth on the cover page of this prospectus and an assumed public offering price of US$[4.50] per Ordinary Share. See “Dilution” for a more complete description of how the value of your investment in our Ordinary Shares will be diluted upon the completion of this offering.

You must rely on the judgment of our management as to the uses of the net proceeds from this offering, and such uses may not produce income or increase our share price.

We plan to use the net proceeds of this offering primarily for (i) market expansion in Southeast Asia; (ii) research and development of technology products and services offerings on our mobile and web-based platforms; (iii) marketing and brand building activities; (iv) the repayment of certain interest-free loans made to us by a Shareholder for paying the expenses of obtaining a listing of our Ordinary Shares; and (v) working capital and other general corporate purposes. See “Use of Proceeds” for further information. However, our management will have considerable discretion in the application of the net proceeds received by us in this offering. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not improve our efforts to achieve or maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

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If we are classified as a passive foreign investment company, United States taxpayers who own our securities may have adverse United States federal income tax consequences.

We are a non-U.S. corporation and, as such, we will be classified as a passive foreign investment company, which is known as a PFIC, for any taxable year if, for such year, either:

(a) at least 75% of our gross income for the year is passive income; or

(b) the average percentage of our assets (determined at the end of each quarter) during the taxable year that produced passive income or that are held for the production of passive income is at least 50%.

Passive income generally includes dividends, interest, rents, royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our securities, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

It is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income. We will make this determination following the end of any particular tax year. We treat our affiliated entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operation of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were determined to be a PFIC, see “Material Tax Considerations — Passive Foreign Investment Company Considerations”.

We may need additional capital, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all.

Growing and operating our business will require significant cash investments, capital expenditures and commitments to respond to business challenges, including developing or enhancing new or existing services and technologies and expanding our infrastructure. If cash on hand, cash generated from operations, and the net proceeds from this offering are not sufficient to meet our cash and liquidity needs, we may need to seek additional capital, potentially through debt or equity financings. We may not be able to raise required cash on terms acceptable to us, or at all. Such financings may be on terms that are dilutive or potentially dilutive to our shareholders, and the prices at which new investors would be willing to purchase our securities may be lower than the initial public offering price of this offering or the then-current market price per share of our Ordinary Shares. The holders of new securities may also have rights, preferences, or privileges that are senior to those of existing stockholders. If new financing sources are required, but are insufficient or unavailable, we may need to modify our growth and operating plans and business strategies based on available funding, if any, which would harm our ability to grow our business.

We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are an “emerging growth company”, as defined in the JOBS Act, and we may take advantage of certain exemptions from various requirements applicable to other public companies that are not emerging growth companies including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act for so long as we are an emerging growth company. As a result, if we elect not to comply with such auditor attestation requirements, our investors may not have access to certain information they may deem important.

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The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period, although we have already adopted certain new and revised accounting standards based on transition guidance permitted under such standards. As a result of this election, our future financial statements may not be comparable to other public companies that comply with the public company effective dates for these new or revised accounting standards.

We are a foreign private issuer within the meaning of the Exchange Act, and as such we are exempt from certain provisions applicable to United States domestic public companies.

Because we are a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including:

(a) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC;

(b) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act;

(c) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and

(d) the selective disclosure rules by issuers of material non-public information under Regulation FD.

We will be required to file an annual report on Form 20-F within four (4) months after the end of each fiscal year. In addition, we intend to publish our financial results on a semi-annual basis through press releases distributed pursuant to the rules and regulations of the Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, you may not be afforded the same protections or information that would be made available to you if you were investing in a U.S. domestic issuer.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards.

As a company incorporated in the Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the corporate governance listing requirements of the Nasdaq. These practices may afford less protection to Shareholders than they would enjoy if we complied fully with corporate governance listing requirements of the Nasdaq. Following this offering, we will rely on home country practice to be exempted from certain of the corporate governance requirements of the Nasdaq, namely (i) a majority of the Directors on our board of Directors are not required to be independent Directors; (ii) there will not be a necessity to have regularly scheduled executive sessions with independent Directors; and (iii) there will be no requirement for the Company to obtain Shareholder approval prior to an issuance of securities in connection with (a) the acquisition of stock or assets of another company; (b) equity-based compensation of officers, directors, employees or consultants: (c) a change of control; and (d) transactions other than public offerings.

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We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses to us.

As discussed above, we are a foreign private issuer under the Exchange Act, and therefore, we are not required to comply with all of the periodic disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made annually on the last Business Day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2023. In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our Directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid the loss of foreign private issuer status. If we lose our foreign private issuer status, we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are more detailed and extensive than the forms available to a foreign private issuer. We will also have to comply with U.S. federal proxy requirements, and our officers, Directors and 10% shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon exemptions from certain corporate governance requirements under the listing rules of the Nasdaq. As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer.

We will incur significantly increased costs and devote substantial management time as a result of the listing of our Ordinary Shares on the Nasdaq.

We will incur additional legal, accounting and other expenses as a public reporting company, particularly after we cease to qualify as an emerging growth company under the JOBS Act. For example, we will be required to comply with the additional requirements of the rules and regulations of the SEC and the Nasdaq rules, including applicable corporate governance practices. We expect that compliance with these requirements will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. In addition, we expect that our management and other personnel will need to divert attention from operational and other business matters to devote substantial time to these public company requirements. We cannot predict or estimate the number of additional costs we may incur as a result of becoming a public company or the timing of such costs.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time-consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidelines are provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may also initiate legal proceedings against us and our business may be adversely affected.

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You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are incorporated under Cayman Islands law.

We are an exempted company incorporated under the laws of the Cayman Islands with limited liability. Our corporate affairs are governed by our Amended and Restated Articles of Association, the Companies Act and the common law of the Cayman Islands. The rights of Shareholders to take action against our Directors and us, actions by minority Shareholders and the fiduciary duties of our Directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which are generally of persuasive authority, but are not binding, on a court in the Cayman Islands. The rights of our Shareholders and the fiduciary duties of our Directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws than the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have the standing to initiate a shareholder derivative action in a federal court of the United States. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits.

Shareholders of Cayman Islands exempted companies like us have no general rights under Cayman Islands law to inspect corporate records (other than the Amended and Restated Articles of Association) or to obtain copies of lists of shareholders of these companies. Our Directors are not required under our Amended and Restated Articles of Association to make our corporate records available for inspection by our Shareholders. This may make it more difficult for you to obtain the information needed to establish any facts necessary for a Shareholder resolution or to solicit proxies from other Shareholders in connection with a proxy contest.

Certain corporate governance practices in the Cayman Islands, which is our home country, differ significantly from requirements for companies incorporated in other jurisdictions such as U.S. states. Currently, we plan to rely on home country practices with respect to any corporate governance matter. Accordingly, our Shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers.

As a result of all of the above, our Shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of Directors or controlling Shareholders than they would as shareholders of a company incorporated in a U.S. state. For a discussion of significant differences between the provisions of the Companies Act and the laws applicable to companies incorporated in a U.S. state and their shareholders, see “Description of Share Capital— Differences in Corporate Law”.

If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately or timely report our results of operations or prevent fraud, and investor confidence and the market price of our Ordinary Shares may be materially and adversely affected.

Prior to this offering, we were a private company with limited accounting personnel. Furthermore, prior to this offering, our management has not performed an assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. Effective internal control over financial reporting is necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, is designed to prevent fraud.

Our failure to implement and maintain effective internal controls over financial reporting could result in errors in our financial statements that could result in a restatement of our financial statements, cause us to fail to meet our reporting obligations and cause investors to lose confidence in our reported financial information, which may result in volatility in and a decline in the market price of the Ordinary Shares.

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Upon the completion of this offering, we will become a public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, will require that we include a report of management on our internal control over financial reporting in our annual report on Form 20-F. In addition, if we cease to be an “emerging growth company” as such term is defined in the JOBS Act, our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting on an annual basis. Our management may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. In addition, after we become a public company, our reporting obligations may place a burden on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404, we may identify material weaknesses and deficiencies in our internal control over financial reporting. The Public Company Accounting Oversight Board, or PCAOB, has defined a material weakness as “a deficiency, or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim statements will not be prevented or detected on a timely basis”.

In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404. Generally speaking, if we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access to capital markets, harm our results of operations and lead to a decline in the trading price of our Ordinary Shares. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under the United States securities laws and subject us to potential delisting from Nasdaq to regulatory investigations and to civil or criminal sanctions.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands exempted company and substantially all of our assets are located outside of the United States. In addition, all of our current Directors and officers are nationals and residents of countries other than the United States and substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult for a Shareholder to effect service of process within the United States upon these persons or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands may render you unable to enforce a judgment against our assets or the assets of our Directors and officers. For more information regarding the relevant laws of the Cayman Islands, see “Enforcement of Civil Liabilities”. As a result of all of the above, our Shareholders may have more difficulties in protecting their interests through actions against us or our officers, Directors or major Shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

ENFORCEABILITY OF CIVIL LIABILITIES

Our Company is an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

All of our current operations are conducted outside of the United States and all of our current assets are located outside of the United States, with the majority of our operations and current assets being located in Singapore. All of the Directors and executive officers of our Company and the auditors of our Company reside outside the United States and substantially all of their assets are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon us or any such persons, or to enforce in the United States any judgment obtained in the U.S. courts against us or any of such persons, including judgments based upon the civil liability provisions of the U.S. securities laws or any U.S. state or territory.

We have appointed Cogency Global Inc., 122 E. 42^nd Street, 18^th Floor, New York, New York 10168 as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

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Cayman Islands

Conyers Dill & Pearman, our counsel as to Cayman Islands law, has advised us that there is uncertainty as to whether the courts of the Cayman Islands would (i) recognize or enforce judgments of the U.S. courts obtained against us or our Directors or executive officers that are predicated upon the civil liability provisions of the U.S. securities laws or any U.S. state; or (ii) entertain original actions brought in the Cayman Islands against us or our Directors or executive officers that are predicated upon the U.S. securities laws or the securities laws of any U.S. state.

We have been advised by Conyers Dill & Pearman that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), the courts of the Cayman Islands would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal or state courts of the United States against the Company under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) or, in certain circumstances, an in personam judgment for non-monetary relief, and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands. However, the Cayman Islands courts are unlikely to enforce a judgment obtained from United States courts under civil liability provisions of the U.S. federal securities law if such judgment is determined by the courts of the Cayman Islands to give rise to obligations to make payments that are penal or punitive in nature. Because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Singapore

There is uncertainty as to whether the courts of Singapore would (i) recognize or enforce judgments of United States courts obtained against us or our Directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Singapore against us or our directors or officers predicated upon the securities laws of the United States.

In making a determination as to enforceability of a judgment of the courts of the United States, and subject to the Singapore courts having jurisdiction over the judgment debtor, the Singapore courts would have regard to whether the judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, an in personam foreign judgment that is final and conclusive (that is, in general, a judgment that makes a final determination of rights between the parties and cannot be re-opened or altered by the court that delivered it, or be overridden by another body not being an appellate or supervisory body, although it may be subject to an appeal), given by a competent court of law having jurisdiction over the parties subject to such judgment, and for a fixed and ascertainable sum of money, may be enforceable as a debt in the Singapore courts under common law unless procured by fraud, or the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or the enforcement thereof would be contrary to fundamental public policy, or if the judgment would conflict with earlier judgment(s) from Singapore or earlier foreign judgment(s) recognized in Singapore, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws (save where any such component of the judgment can be duly severed from the rest of the judgment sought to be enforced). Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against us, our Directors and officers. Singapore courts would not recognize or enforce judgments against us, our Directors and officers to the extent that doing so would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the United States under civil liability provisions of the federal securities law of the United States would be regarded by the Singapore courts as being pursuant to foreign penal, revenue or other public laws. Such a determination has yet to be made by a Singapore court in a reported decision.

Malaysia

There is uncertainty as to whether the courts of Malaysia would (i) recognize or enforce judgments of United States courts obtained against us or our Directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States or (ii) entertain original actions brought in Malaysia against us or our directors or officers predicated upon the securities laws of the United States.

In making a determination as to enforceability of a judgment of the courts of the United States, and subject to the Malaysian courts having jurisdiction over the judgment debtor, the Malaysian courts would have regard to whether the judgment was final and conclusive and on the merits of the case, given by a court of law of competent jurisdiction, and was expressed to be for a fixed sum of money. In general, an in personam foreign judgment that is final and conclusive (that is, in general, a judgment that makes a final determination of rights between the parties and cannot be re-opened or altered by the court that delivered it, or be overridden by another body not being an appellate or supervisory body, although it may be subject to an appeal), given by a competent court of law having jurisdiction over the parties subject to such judgment, and for a fixed and ascertainable sum of money, may be enforceable as a debt in the Malaysian courts under common law unless procured by fraud, or the proceedings in which such judgments were obtained were not conducted in accordance with principles of natural justice, or the enforcement thereof would be contrary to fundamental public policy, or if the judgment would conflict with earlier judgment(s) from Malaysia or earlier foreign judgment(s) recognized in Malaysia, or if the judgment would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws (save where any such component of the judgment can be duly severed from the rest of the judgment sought to be enforced). Civil liability provisions of the federal and state securities law of the United States permit the award of punitive damages against us, our Directors and officers. Malaysian courts would not recognize or enforce judgments against us, our Directors and officers to the extent that doing so would amount to the direct or indirect enforcement of foreign penal, revenue or other public laws. It is uncertain as to whether a judgment of the courts of the United States under civil liability provisions of the federal securities law of the United States would be regarded by the Malaysian courts as being pursuant to foreign penal, revenue or other public laws. Such a determination has yet to be made by a Malaysian court in a reported decision.

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USE OF PROCEEDS

We expect to receive approximately US$ [12,077,000] of net proceeds from this offering after deducting underwriting discounts and commissions and estimated offering expenses of approximately US$ [2,548,000] payable by us.

We currently intend to use:

(i)	approximately 30% for market expansion in Southeast Asia;
(ii)	approximately 10% for research and development of technology products and services offerings on our mobile and web-based platforms;
(iii)	approximately 20% for marketing and brand building activities;
(iv)	approximately 10% to repay interest-free loans made to us by one of our Shareholders for working capital purposes and for paying the expenses of obtaining a listing of our Ordinary Shares*; and
(v)	the balance for working capital and other general corporate purposes.

* On May 1, 2019, the Company entered into an interest-free loan agreement with Vienna Management Ltd. (the “Lender”) for a principal amount of up to S$2.0 million for general working capital and general corporate purposes. The maturity of the loan is the earlier of: (i) within 14 days from the date of demand by the Lender, (ii) the listing of the Company on an internationally recognized stock exchange, or (iii) December 31, 2023.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2022:

● on an actual basis; and

● on a pro forma as adjusted basis to reflect (i) the above; (ii) the issuance and sale of 3,250,000 Ordinary Shares by us in this offering at the assumed initial public offering price of US$4.5 per Ordinary Share, after deducting underwriting discounts and estimated offering expenses payable by us.

The pro forma as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with “Use of Proceeds”, “Selected Consolidated Financial and Other Data”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus.

Shareholders’ Equity	Actual			Actual			As adjusted
	(SGD)			(USD)			(USD)
Ordinary Shares, par value US$0.001 per share, 500,000,000 Ordinary Shares authorized, 16,250,000 Ordinary Shares outstanding on an actual basis, 19,500,000 Ordinary Shares outstanding on an as adjusted basis		21,970			16,250			19,450
Additional paid-in capital		11,292,123			8,121,629			22,727,179
Accumulated deficit		(10,997,927	)		(7,910,471	)		(7,910,471	)
Accumulated other comprehensive loss		(1,739	)		(1,250	)		(1,250	)
Total OHMYHOME LIMITED Shareholders’ Equity		314,427			226,158			14,834,908
Total Capitalization		314,427			226,158			14,834,908

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DIVIDENDS AND DIVIDEND POLICY

No dividends were paid by the companies comprising our Group for the years ended December 31, 2020 and 2021, and the six months ended June 30, 2021 and 2022.

We have adopted a dividend policy, according to which our board of Directors shall take into account, among other things, the following factors when deciding whether to propose a dividend and in determining the dividend amount: (a) operating and financial results; (b) cash flow situation; (c) business conditions and strategies; (d) future operations and earnings; (e) taxation considerations; (f) interim dividends paid, if any; (g) capital requirement and expenditure plans; (h) interests of shareholders; (i) statutory and regulatory restrictions; (j) any restrictions on payment of dividends; and (k) any other factors that our board of Directors may consider relevant. The payment of dividends, in certain circumstances is also subject to the approval of our Shareholders, the Companies Act and our Amended and Restated Articles of Association as well as any other applicable laws. Currently, we do not have any predetermined dividend distribution ratio.

Even if our board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of Directors may deem relevant. In addition, we are a holding company and depend on the receipt of dividends and other distributions from our subsidiaries to pay dividends on our Ordinary Shares.

There are no foreign exchange controls or foreign exchange regulations under current applicable laws of the various places of incorporation of our significant subsidiaries that would affect the payment or remittance of dividends.

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DILUTION

Investors purchasing our Ordinary Shares in this offering will experience immediate and substantial dilution in the pro forma as adjusted net tangible book value of their Ordinary Shares. Dilution in pro forma as adjusted net tangible book value represents the difference between the initial public offering price of our Ordinary Shares and the pro forma as adjusted net tangible book value per share of our Ordinary Shares immediately after the offering.

Historical net tangible book value per share represents our total tangible assets (total assets excluding goodwill and other intangible assets, net) less total liabilities, divided by the number of outstanding Ordinary Shares. After giving effect to the sale of Ordinary Shares in this offering by the Company at an assumed initial public offering price of US$[4.50] per share, after deducting US$[1,316,000] in underwriting discounts and commissions and estimated offering expenses payable by the Company of approximately US$[1,232,000], the pro forma as adjusted net tangible book value as of June 30, 2022 would have been approximately US$12,077,000, or US$0.63 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of US$0.62 per share to our existing stockholders and an immediate dilution of US$3.87 per share to new investors purchasing Ordinary Shares in this offering.

The following table illustrates this dilution on a per share basis to new investors.

	USD
Assumed initial public offering price per share	[4.50]
Historical net tangible book value per share as of June 30, 2022	0.01
Increase in as adjusted net tangible book value per share attributable to the investors in this offering	0.62
Pro forma net tangible book value per share after giving effect to this offering	0.63
Dilution per share to new investors participating in this offering	3.87

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The following selected consolidated financial data for the years ended December 31, 2020 and 2021 have been derived from our audited consolidated financial statements, and the financial data for the six months ended June 30, 2021 and 2022 have been derived from our unaudited interim financial statements included elsewhere in this prospectus. The selected financial data set forth below should be read in conjunction with, and are qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future period.

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UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE LOSS

	For the Six Months Ended June 30,2021			For the Six Months Ended June 30,2022			For the Six Months Ended June 30,2022
	SGD			SGD			USD
Total revenue		2,320,498			3,382,514			2,432,938
Gross profit		1,387,438			1,526,372			1,097,872
Total operating expenses		(2,111,703	)		(2,666,931	)		(1,918,241	)
Loss from operations		(724,265	)		(1,140,559	)		(820,369	)
Total other income, net		230,844			205,147			147,556
Income tax expense		-			-			-
NET LOSS		(493,421	)		(935,412	)		(672,813	)
Less: Net loss attributable to non-controlling interest		(34,285	)		(15,998	)		(11,507	)
Net loss attributable to OHMYHOME LTD		(459,136	)		(919,414	)		(661,306	)
Basic and diluted		16,250,000			16,250,000			16,250,000
LOSS PER SHARE – BASIC AND DILUTED		(0.03	)		(0.06	)		(0.04	)

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CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE LOSS

	For the year ended December 31, 2020			For the year ended December 31, 2021			For the year ended December 31, 2021
		SGD			SGD			USD
Total revenue		3,338,674			4,381,683			3,240,890
Gross profit		1,371,553			2,386,061			1,764,838
Total operating expenses		(4,014,269	)		(4,730,134	)		(3,498,620	)
Loss from operations		(2,642,716	)		(2,344,073	)		(1,733,782	)
Total other income, net		544,957			450,798			333,432
Income tax expense		-			-			-
NET LOSS		(2,097,759	)		(1,893,275	)		(1,400,351	)
Less: Net loss attributable to non-controlling interest		(160,682	)		(68,467	)		(50,641	)
Net loss attributable to OHMYHOME LTD		(1,937,077	)		(1,824,808	)		(1,349,710	)
Basic and diluted		16,250,000			16,250,000			16,250,000
LOSS PER SHARE – BASIC AND DILUTED		(0.13	)		(0.12	)		(0.09	)

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SUMMARY UNAUDITED CONSOLIDATED BALANCE SHEETS

	June 30, 2022			June 30, 2022
	SGD			USD
Cash and cash equivalents		1,757,321			1,263,987
Total current assets		2,234,899			1,607,494
Property and equipment, net		52,788			37,969
Total non-current assets		1,161,661			835,547
Total assets		3,449,348			2,481,010
Total current liabilities		2,301,627			1,655,489
Total non-current liabilities		1,230,092			884,767
Total liabilities		3,531,719			2,540,256
Total shareholders’ equity		(82,371	)		(59,246	)

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CONSOLIDATED BALANCE SHEETS

	December 31, 2020			December 31, 2021		December 31, 2021
	SGD			SGD		USD
Cash and cash equivalents		166,592			1,220,931		903,055
Total current assets		462,380			2,291,154		1,694,640
Property and equipment, net		20,565			49,987		36,973
Total non-current assets		171,280			153,412		113,470
Total assets		654,225			2,494,553		1,845,083
Total current liabilities		1,521,890			839,156		620,678
Total non-current liabilities		1,090,163			790,620		584,778
Total liabilities		2,612,053			1,629,776		1,205,456
Total shareholders’ equity		(1,957,828	)		864,777		639,627

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated and unaudited interim condensed consolidated financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements.

Overview

Ohmyhome (S) is a data and technology-driven property technology company based in Singapore. Through our subsidiaries, we operate a one-stop-shop property brokerage and services platform which provides end-to-end property solutions and services for our customers, which comprises brokerage services and emerging and other services, such as home renovation and furnishing services, listing and research, mortgage referral, legal services and insurance referral service.

Customer Journey for Selling and Buying Homes

In a commission-driven industry, we put the customers first by transforming the real estate transaction process through a combination of proprietary technology with our in-house Super Agents to bring speed, ease, and reliability to our services. We also provide a comprehensive suite of property solutions and services to aid our customers in every step of their property transaction journey.

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We have been focusing on the needs of our customers since we started in 2016, and our progress is marked by technology-driven innovation, operational efficiency and market expansion:

Growth Journey of Ohmyhome

*The graph above is an illustration of a timeline of our business strategy, and not the revenue or net income growth over time.

Technological and Operational Infrastructure

We are a data and technology-driven property technology platform that puts the customers’ needs first. Over the past 5 years, we have accumulated the data of over 300,000 home sellers, homebuyers, landlords and tenants on our platform to analyze their requirements and challenges in their journey of selling and buying properties as well as other related services such as mortgage, legal, renovation, and more. We have been investing in building a technology platform that helps track and assist users along their journey. By understanding and analyzing the preferences of our customers, we are able to develop technologies that automatically match listings to potential buyers while constantly engaging our customers across multiple communication channels. By attracting and filtering online traffic and matching the demand and supply of property transactions, we can significantly reduce the communication time and costs of our Super Agents.

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We employ full-time Super Agents supported by internal teams, who help customers with all of their home needs from buying, selling, leasing, renting, to even renovation, moving, and more. Unlike freelance agents, our Super Agents are our employees with a base salary and a variable incentive scheme tied to the number of transactions closed by them which encourages them to close transactions faster, with professionalism and care for our customers, instead of purely basing off the value of the property, to ensure that the same quality service will be extended to all customers indiscriminately. Our Super Agents also work in a collaborative environment where they would work closely with our operations, marketing and technology teams to share and update data of the ongoing leads and deals they are handling. This provides us with a wealth of data to work on and further refine our technologies to improve efficiency and speed.

With a combination of our technology with our unconventional operation model and a dedicated team of Super Agents, we constantly strive to bring speed, trust, and comprehensiveness to property transactions and related services.

Speed: In 2021, our Super Agents have conducted, on average, 69.0 transactions per agent, a much higher number compared to the industry average of 6.3 transactions per agent per year in 2021 according to Frost & Sullivan’s report. On average, 50% of our transactions received formal offers from buyers within just 7 days from the day we market, while according to Frost & Sullivan, the industry average turnaround is normally 14 to 60 days, making us one of the fastest in the market in closing home transactions. Such transactions include the process of property advertising and hosting, receipt of deposit payment and signing of option to purchase agreement.

Trust: We also maintain a high level of service to all customers and achieved an average rating of 4.7 to 4.9 out of 5 across multiple platforms such as Facebook and Google reviews and mobile application stores, with more than 8,000 genuine reviews by our customers, making us the highest reviewed platform among all notable online property transaction platforms in Singapore, according to Frost & Sullivan. Building trust is important to us as a platform as it will lead into higher conversion of our customers to engage our other services along the customer journey, and be a key advantage when we expand into developing markets where the agency markets are more fragmented and consumers are more likely to entrust a reputable technology platform with a proven track record in a more developed country like Singapore.

Comprehensiveness: We aim to service every need of our customers along their journey of selling, buying, leasing, or renting homes.   Apart from our professional brokerage services, we also provide access to mortgage, legal and insurance services through our partnering banks, law firms and insurance companies. We further extended our services along the property transaction journey to help our customers with moving and renovating their new property, and also with regular home needs such as cleaning, air conditioner servicing, handyman services and more. By providing an end-to-end one-stop-shop solution and a single touchpoint for managing various service providers, we help our clients save both their time and money, and keep their sanity from having to manage multiple vendors for various services.

We strive to be frugal with our expenses, including capital expenditures and operating expenditures. At the same time, we intend to continue to thoughtfully invest for long-term growth, with a focus on growing share in the markets we currently serve, and expanding into regional markets with great potential. We have invested, and expect to continue to invest, in marketing to promote the Ohmyhome brand and in technology development to make the home buying and home selling experience better, trouble-free and faster for our customers and our Super Agents, while continuing to lower costs for our customers.

Our growth has been significant. For the years ended December 31, 2020 and 2021, we generated revenue of approximately S$3.3 million and S$4.4 million, respectively, representing year-over-year growth of 31.2%. We generated gross profit of S$1.37 million and S$2.4 million for the years ended December 31, 2020 and 2021 respectively, representing a year-over-year growth of 74.0%. We generated net losses of S$2.1 million and S$1.9 million for the years ended December 31, 2020, and 2021 respectively, narrowing the net loss margin compared to 2020.

For the six months ended June 30, 2021 and 2022, we generated revenue of approximately S$2.3 million and S$3.4 million, respectively, representing a year-over-year growth of 45.8%. We generated gross profit of S$1.4 million and S$1.5 million for the six months ended June 30, 2021 and 2022, representing a year-over-year growth of 10%. We generated net losses of S$0.5 million and S$0.9 million for the six months ended June 30, 2021 and 2022, respectively.

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Key Business Metrics

In addition to the measures presented in our consolidated financial statements, we use the following key metrics to evaluate our business, develop financial forecasts, and make strategic decisions.

	For the years ended December 31,				For the six months ended June 30,
Business Metrics	2020		2021		2021		2022
Real Estate Transactions (Number of transactions)		2,508		2,980		1,431		1,558
Online DIY		1,286		1,633		801		920
Agent Brokerage		925		937		466		449
Emerging and Other Services		297		410		164		189
Gross Transaction Values (USD Millions)		432.9		613.2		265.8		332.3
Online DIY		99.9		257.9		95.6		175.7
Agent Brokerage		264.5		318.50		152.6		143.7
Emerging and Other Services		68.5		36.80		17.6		12.9
Brokerage Revenue per Agent Real Estate Transaction (SGD)		3,136.70		3,982.50		4,250.9		3,776.6
Average Property Transaction per Super Agent per Year		48		69		34		37

Real Estate Transactions

Increasing the number of real estate transactions in which we represent homebuyers and home sellers is critical to increasing our revenue and, in turn, to achieving profitability. Real estate transactions are influenced by pricing for our services as well as market conditions that affect home sales, such as local inventory levels and mortgage interest rates. Real estate transactions are also affected by seasonality and macroeconomic factors.

As we allow users to post listings and enquire listings for free on our DIY platform, we also track transactions that transpire on our platform without engaging our Super Agents, and the user data associated with them, providing us with potential upselling and cross-selling opportunities with our à la carte services such as documentation, mortgage, legal conveyancing, moving, renovation and more to cater to the needs of our DIY users who do not wish to engage an agent.

As a one-stop-shop platform, we provide a myriad of other services to our clients to assist them throughout their transaction journey, including legal conveyancing, mortgage, insurance, renovation, moving, and more. We track transactions that take place on our platform who engage us for the various types of services during their buying or selling journey.

The number of real estate transactions grew 18.8% from 2,508 to 2,980 for the years ended December 31, 2020 and 2021. Our Super Agents completed 1,222 and 1,347 real estate transactions for the years ended December 31, 2021 and 2022, respectively. Our online DIY transactions saw a noticeable growth of 27.0% from 1,286 to 1,633, primarily due to growing DIY activities against the backdrop of rising housing prices.

The 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.

HDB resale transactions dropped by 6.1% for the first half of 2022 compared to the same period in 2021, according to HDB resale statistics (https://www.hdb.gov.sg/residential/selling-a-flat/overview/resale-statistics). Private properties in Singapore has also seen a larger decline of 26.6% in new sales and resales in the first half of 2022 compared to the same period in 2021, according to Annex D of Press Release of 2^nd Quarter 2022 Real Estate Statistics by the Urban Redevelopment Authority of Singapore (https://www.ura.gov.sg/Corporate/Media-Room/Media-Releases/pr22-30). Overall, the total number of transactions has declined by 17.0% for period of six months ended June 30, 2022 compared to the corresponding period in 2021.

Despite the backdrop of a market downturn, our business performance remained resilient. Comparing our business metrics between the period of the six months end June 30, 2022 and 2021, while our total number of transactions grew by 8.9% from 1,431 to 1,558, our agent brokerage transactions has seen a slight decline of 3.6% from 466 to 449 due to the impact from the overall market condition of a 17.0% decline in transactions. We also experienced an increased number of Emerging and Other Services transactions by 15.2% mainly attributable to an increase in our mortgage referral services and legal services. Our Online DIY transactions have also seen a growth of 14.9% from 801 to 920, showing an increasing interest from our DIY users to transact on our platform, providing us with a good foundation for our plans of tapping into this pool of customers by providing value-added services at a fee.

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Gross Transaction Value

Gross Transaction Value (“GTV”) refers to the value of properties and partner services transacted through our one-stop-shop platform. The total GTV comprises two (2) components:

(a) Agent-based GTV (or “Agent GTV”), which is the sum of:

(i)	values of properties transacted by engaging our agent services;
(ii)	mortgage value of mortgage referred through our platform;
(iii)	contract values of legal conveyancing;
(iv)	contract values of renovation; and
(v)	general property services; and

(b) Online DIY GTV (or “Online GTV”), which is the sum of the values of properties transacted via our platform without the involvement of our Super Agents.

Real Estate Revenue per Real Estate Transaction

Real estate revenue per real estate transaction, together with the number of real estate transactions, is a factor in evaluating business growth and determining pricing. Changes in revenue per real estate transaction can be affected by our pricing, the mix of transactions for homebuyers and home sellers, the mix of transactions for different property types, the mix of service offerings we provide to our customers, changes in the value of homes in the markets we serve, and the geographic mix of our transactions.

In 2021, brokerage transactions for home sellers as a percentage of brokerage transactions on Ohmyhome’s platform was over 50%. We expect brokerage transactions for home sellers to comprise a greater portion of our brokerage transactions over time as we continue to focus on listings as a strategic asset that provides benefits beyond the revenue, we generate from home sellers. For example, we believe that increased listings draw more homebuyers to our website and mobile application.

In 2021, our brokerage transaction for private property in our first year of launch into the market consisted of around 10% of the total number of transactions. Over time we expect to increase our presence in the private property market to complete our offerings on the platform and also strengthen our revenue growth.

Average Transaction per Super Agents

The average number of Super Agents, in combination with our other key metrics such as the number of brokerage transactions, is a measure of agent productivity and is an indicator of the potential future growth of our business. We systematically evaluate traffic to our website and mobile application and customer activity to anticipate changes in customer demand to determine when and where to hire Super Agents.

As a measure of our efficiency in transactions enabled by our technology, our average property transactions per Super-Agent grew from 48 per agent to 69 per agent for the years ended December 31, 2021 and 2022, respectively. The number remains high at 37 per agent for the period of six months ended June 30, 2022, an 8.8% increase from 34 per agent for corresponding period of 2021. This efficiency 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. This is because our Super Agents are employees who receive a fixed 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%.

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.

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.

Factors Affecting Performance

Seasonality

Residential real estate is a highly seasonal business. While individual markets may vary, transaction volume typically increases progressively from July through the second half of year and then declines gradually over the first three to four months of the calendar year. We experience the most significant financial effect from this seasonality in the first and second quarters of each year, when our revenue is typically lower relative to the third and fourth quarters. However, because we employ our Super Agents and a portion of their compensation is fixed, we do not experience a proportional decrease in our expenses during such lower seasonal periods, which negatively affects our results of operations.

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Cyclicality

The residential real estate industry is cyclical and, when economic conditions are favorable, the real estate industry tends to perform well. When the economy is weak, if interest rates dramatically increase, if mortgage lending standards tighten, or if there are economic or political disturbances, the residential real estate industry tends to perform poorly. Talent availability would also be subject to economic cycles of specific industries, which might affect the cost of acquiring and retaining talents for our business. Our revenue growth rate tends to increase as the real estate industry performs well, and to decrease as it performs poorly.

Pricing

Delivering a better-quality customer experience at a lower cost than our competitors is a fundamental tenet of our strategy. We believe that in the long run our technology-powered residential brokerage model will further drive efficiencies that continue to reduce costs. From time to time, we adjust pricing after considering market conditions, the balance of profitability against customer savings, and other factors. Based on prior pricing changes, we believe that home sellers are more sensitive to pricing than homebuyers.

Investments in Technology and Marketing

We have invested, and intend to continue to invest, in developing technology, tools, features, and products that provide targeted and useful real estate information to customers, manage their real estate transactions, originate mortgages, and make our Super Agents and internal teams more efficient. In addition, we will continue to invest in marketing to increase our market share in the markets we serve.

Key Components of Our Results of Operations

Revenue

We derive our revenue when customers engage our services for their property and related transactions and services. Our key revenue components are:

● Brokerage Services

We earn brokerage services revenue from provision of brokerage and documentation services for buying, selling, and leasing and renting properties. Traditional brokerage commissions typically range from 2.0% to 3.0% of a home’s sale price, depending on the market. Our commissions are up to 1.5% for HDB flats and up to 2.0% for private properties when representing sellers, and equally shared from co-broke arrangements with the seller’s agents when representing buyers.

● Emerging and Other Services

○

We offer services beyond helping customers buy and sell homes. We also provide mortgage referral services to property buyers from an array of mortgage products from various financial institutions and banks respectively and earn referral fees from these parties. The typical referral fee is 0.2 % of the mortgage value. The Company also receives advertising income by providing advertising services for property-related service providers such as legal conveyancing and home insurance.

○

We provide end-to-end solutions for renovation from interior design to alterations and additions, as well as regular and ad-hoc home services such as air conditioner servicing, cleaning, painting, handyman services, moving and relocation based on the needs of customers. The revenue will depend on the scope of services provided.

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Cost of Revenue and Gross Margin

Cost of revenue consists primarily of staff costs (including base salary and other benefits), transaction bonuses, home touring and field expenses, property listing expenses, business expenses, facilities expenses, and, for emerging and other services, the costs of sub-contractors and the purchase price of materials for our customers. We expect cost of revenue to continue to rise, but more slowly than revenue, as we hire more Super Agents and support staff in response to anticipated customer demand.

Gross profit is revenue less the cost of revenue. Gross margin is gross profit expressed as a percentage of revenue. Our gross margin has improved from 41.1% to 54.5% from 2020 to 2021. Our gross margin has been and will continue to be affected by a number of factors, including real estate revenue per real estate transaction and the productivity of our Super Agents and support staff, cost of services rendered by our subcontractors, and cost of materials for emerging and other services. We expect gross margin to continue to rise over time to the extent we gain efficiencies through technology and operations.

Operating Expenses

Technology and Development

Technology and development expenses relate primarily to developing new software used by our customers and internal teams, making enhancements to our existing software, and maintaining and improving our website and mobile application. These expenses consist primarily of personnel costs, data licenses, software, and equipment, and infrastructure such as for hosted services.

Our technology and development expenses as a percentage of revenue were 46.1% and 33.1% for the years ended December 31, 2020 and 2021, respectively. We expect technology and development expenses to continue to increase in absolute dollars as we hire more software developers. We anticipate technology and development expenses as a percentage of revenue to decrease over time.

Selling and Marketing

Selling and marketing expenses consist primarily of media costs for online and traditional advertising, as well as staff costs. We expect marketing expenses to increase in absolute dollars as we expand advertising campaigns to gain market share in Singapore as well as to enter overseas markets. Our marketing expenses as a percentage of revenue were 35.4% and 39.2% for the years ended December 31, 2020 and 2021, respectively. We anticipate marketing expenses as a percentage of revenue to decrease over time.

General and Administrative

General and administrative expenses consist primarily of staff costs, facilities, and related expenses for our executive, finance, human resources, facilities and legal organizations, and fees for professional services.

Professional services principally comprised of external legal, audit, and tax services. We expect general and administrative expenses to increase in absolute dollars due to the anticipated growth of our business and to meet the increased compliance requirements associated with our transition to, and operation as, a public company. We anticipate general and administrative expenses as a percentage of revenue to decrease over time.

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COVID-19 Affecting Our Results of Operations

On March 11, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The COVID-19 pandemic has resulted in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans, intended to control the spread of the virus. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions, and temporarily closing businesses.

As of the date of this prospectus, the daily life of Singapore residents is largely back to pre-COVID-19 levels. We consider that the impact of the COVID-19 pandemic has been and will be further alleviated by the measures announced by the Singapore Government. As the situation continues to evolve, we will continue to closely monitor further effects that could be caused by the COVID-19 pandemic on the Group’s operations and financial position.

Results of Operations

Comparison of Results of Operations for the Fiscal Years Ended December 31, 2020 and 2021

The following table summarizes the results of our operations in SGD during the fiscal years ended December 31, 2020 and 2021, respectively.

	For the year ended December 31,						Variance
	2020			2021			Amount			%
Operating revenues
- Brokerage services		2,901,479			3,731,586			830,107			28.6	%
- Emerging and other services		437,195			650,097			212,902			48.7	%
Total operating revenues		3,338,674			4,381,683			1,043,009			31.2	%
Cost of revenues
- Brokerage services		(1,718,012	)		(1,605,602	)		(112,410	)		(6.5	)%
- Emerging and other services		(249,109	)		(390,020	)		140,911			56.6	%
Total cost of revenues		(1,967,121	)		(1,995,622	)		(28,501	)		1.4	%
Gross profit		1,371,553			2,386,061			1,014,508			74.0	%
Operating expenses:
Technology and development expenses		(1,539,651	)		(1,449,065	)		(90,586	)		(5.9	)%
Selling and marketing expenses		(1,183,380	)		(1,717,470	)		534,090			45.1	%
General and administrative expenses		(1,291,238	)		(1,563,599	)		272,361			21.1	%
Total operating expenses		(4,014,269	)		(4,730,134	)		715,865			17.8	%
Loss from operations		(2,642,716	)		(2,344,073	)		(298,643	)		(11.3	)%
Other income (expense):
Interest income		7,620			10,262			2,642			34.7	%
Interest expense		(30,364	)		(49,926	)		19,562			64.4	%
Government grants		565,979			492,404			(73,575	)		(13.0	)%
Foreign exchange (loss)		(5,313	)		(3,065	)		(2,248	)		(42.3	)%
Other income, net		7,035			1,123			(5,912	)		(84.0	)%
Total other income, net		544,957			450,798			(94,159	)		(17.3	)%
LOSS BEFORE INCOME TAXES		(2,097,759	)		(1,893,275	)		(204,484	)		(9.7	)%

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Comparison of Results of Operations for the Months Ended June 30, 2021 and 2022

The following table summarizes the results of our operations in SGD during the six months ended June 30, 2021 and 2022, respectively.

	For the six months ended June 30,						Variance
	2021			2022			Amount			%
	SGD			SGD			SGD
Operating revenues
- Brokerage services		1,980,900			1,695,673			(285,227	)		(14.4	)%
- Emerging and other services		339,598			1,686,841			1,347,243			396.7	%
Total operating revenues		2,320,498			3,382,514			1,062,016			45.8	%
Cost of revenues
- Brokerage services		(817,702	)		(815,061	)		2,641			(0.3	)%
- Emerging and other services		(115,358	)		(1,041,081	)		(925,723	)		802.5	%
Total cost of revenues		(933,060	)		(1,856,142	)		(923,082	)		98.9	%
Gross profit		1,387,438			1,526,372			138,934			10.0	%
Operating expenses
Technology and development expenses		(719,091	)		(857,584	)		(138,493	)		19.3	%
Selling and marketing expenses		(691,144	)		(1,003,189	)		(312,045	)		45.1	%
General and administrative expenses		(701,468	)		(806,158	)		(104,690	)		14,9	%
Total operating expenses		(2,111,703	)		(2,666,931	)		(555,228	)		26.3	%
Loss from operations		(724,265	)		(1,140,559	)		(416,294	)		57.5	%
Other income (expense):
Interest income		565			3,983			3,418			605.0	%
Interest expense		(22,140	)		(18,740	)		3,400			(15.4	)%
Government grants		257,143			205,113			(52,030	)		(20.2	)%
Foreign exchange loss		(4,724	)		14,791			19,515			N.M.
Total other income, net		230,844			205,147			(25,697	)		(11.1	)%
LOSS BEFORE INCOME TAXES		(493,421	)		(935,412	)		(441,991	)		89.6	%

Operating revenues

For the year ended December 31, 2020 and 2021

	For the year ended December 31,				Variance
	2020		2021		Amount		%
Operating revenues
- Brokerage services		2,901,479		3,731,586		830,107		28.6	%
- Emerging and other services		437,195		650,097		212,902		48.7	%
		3,338,674		4,381,683		1,043,009		31.2	%

In 2021, total revenue increased by S$1.1 million, or 31.2% to S$4.4 million compared to S$3.3 million in 2020.

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Brokerage services revenue increased by S$0.8 million, or 28.6% to S$3.7 million compared to S$2.9 million in 2020 due to more private properties being transacted with a higher commission rate, as compared to transactions of HDB flats with commissions of 1.0%. The GTV of our brokerage services for 2021 was S$430.6 million, an increase of S$73.1 million, or 20.4% compared to S$357.6 million in 2020.

Emerging and other services revenue increased by S$0.21 million, or 48.7% to S$0.65 million compared to S$0.44 million in 2020 due to more customers opting for our renovation and other services after using our brokerage services.

For the six months ended June 30, 2021 and 2022

	For the six months ended June 30,				Variance
	2021		2022		Amount			%
	SGD		SGD		SGD
Operating revenues
- Brokerage services
Independent Third Parties		1,726,114		1,692,773		(33,341	)		(1.9	)%
Related Parties		254,786		2,900		(251,886	)		(98.9	)%
		1,980,900		1,695,673		(285,227	)		(14.4	)%
- Emerging and other services
Independent Third Parties		339,598		638,776		299,178			88.1	%
Related Parties		-		1,048,065		1,048,065			N.M.	(1)
		339,598		1,686,841		1,347,243			396.7	%
Total operating revenues		2,320,498		3,382,514		1,062,016			45.8	%

Note: ⁽¹⁾ N.M. means not meaningful. 

In the first six months of 2022, total revenue increased by S$1.1 million, or 45.8% to S$3.4 million compared to S$2.3 million in the first six months of 2021.

Brokerage 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.

Emerging and other services revenue increased by S$1.3 million, or 396.7% to S$1.7 million compared to S$0.3 million in the first six months of 2021. The significant increment of S$1.0 million was due to the service rendered to Mr. Loh Kim Kang David, shareholder and the Chairman of the board of Directors (“Mr. Loh”). Details disclosed in the “Related Party Transactions”.

Cost of Revenue and Gross Margin

For the year ended December 31, 2020 and 2021

	For the year ended December 31,				Variance
	2020		2021		Amount			%
Cost of revenue
- Brokerage services		1,718,012		1,605,602		(112,410	)		(6.5	)%
- Emerging and other services		249,109		390,020		140,911			56.6	%
		1,967,121		1,995,622		28,501			1.4	%

In 2021, total cost of revenue increased marginally compared to cost of revenue incurred in 2020.

The disproportionate increment in cost of revenue of S$0.03 million compared to the increase in revenue of S$1.1 million was mainly due to the more efficient use of agents and reduction in cost of sales as a percentage of brokerage services revenue. This is also offset by an increase in emerging and other services revenue as a percentage of the total revenue as the cost of revenue of emerging and other services revenue are higher in percentage compared to that of brokerage services.

Overall, the cost of revenue grew slower than the revenue, leading to an improvement of the gross margin from 41.1% to 54.5% from 2020 to 2021.

For the six months ended June 30, 2021 and 2022

	For the six months ended June 30,				Variance
	2021		2022		Amount			%
	SGD		SGD		SGD
Cost of revenues
- Brokerage services		817,702		815,061		(2,641	)		(0.3	)%
- Emerging and other services		115,358		1,041,081		925,723			802.5	%
Total cost of revenues		933,060		1,856,142		923,082			98.9	%
Gross profit		1,387,438		1,526,372		138,934			10.0	%

In the first six months of 2022, total cost of revenue increased by S$0.9 million compared to cost of revenue incurred in the first six months of 2021.

The cost of revenue for Brokerage Services decreased slightly by S$2,641, or 0.3%, while agent remuneration has decreased by S$0.1 million, or 22.2% for the six months ended June 30, 2022 compared to the corresponding period in 2021. Cost of revenue remained high due to an increase in co-brokerage commissions and property listing costs. This led to the gross margin of brokerage services decreasing slightly from 58.7% to 51.9%.

The 802.5% rise in the cost of revenue for Emerging and Other Services can be attributable to the significant increase of revenue from renovations by 396.7% and the costs associated with such renovations. This is primarily due to a significant contract of renovation, alteration and addition services with Mr. Loh, leading to a reduction in overall margin. The gross margin for Emerging and Other Services was reduced from 66.0% to 38.3%.

Overall, the gross profit grew by S$0.1 million or 10.0% from S$1.4 million for the six months ended June 30, 2021 to S$1.5 million for the six months ended June 30, 2022. The gross margin was reduced from 59.8% for the six months ended June 30, 2021 to 45.1% for the six months ended June 30, 2022 due to the aforementioned reasons.

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Operating Expenses

For the year ended December 31, 2020 and 2021

	For the year ended December 31,				Variance
	2020		2021		Amount			%
Technology and development expenses
- Tech staff cost and benefits		1,324,090		1,093,422		(230,668	)		(17.4	)%
- Developing tools purchase and maintenance		215,561		355,643		140,082			65.0	%
		1,539,651		1,449,065		(90,586	)		(5.9	)%

In 2021, technology and development expenses decreased by S$0.1 million, or 5.9% to S$1.4 million compared to S$1.5 million in 2020. The decrease was primarily attributable to the cessation of operations of our Philippines representative office in January 2021, as a result of the COVID-19 pandemic.

	For the year ended December 31,				Variance
	2020		2021		Amount		%
Selling and marketing expenses
- Marketing staff cost and benefits		413,476		871,677		458,201		110.8	%
- Marketing expenses		769,904		845,793		75,889		9.9	%
		1,183,380		1,717,470		534,090		45.1	%

In 2021, marketing expenses increased by S$0.5 million, or 45.1% to S$1.7 million compared to S$1.2 million in 2020. The increase was primarily attributable to a S$0.5 million increase in personnel costs as a result of doubling the size of our marketing team to build up our research and content creation capabilities.

	For the year ended December 31,				Variance
	2020		2021		Amount			%
General and administrative expenses
- General & admin staff cost and benefits		605,432		960,011		354,579			58.6	%
- Depreciation		329,618		239,186		(90,432	)		(27.4	)%
- Professional fees		122,604		81,196		(41,408	)		(33.8	)%
- Travel and transport		101,150		99,690		(1,460	)		(1.4	)%
- Office supplies		76,824		101,106		24,282			31.6	%
- Utilities		28,326		34,351		6,025			21.3	%
- Provision of doubtful debts		3,721		23,210		19,489			523.8	%
- Others		23,563		24,849		1,286			5.5	%
		1,291,238		1,563,599		272,361			21.1	%

In 2021, general and administrative expenses increased by S$0.3 million, or 21.1% to S$1.6 million compared to S$1.3 million in 2020. The increase was primarily attributable to rising manpower cost and expansion of the management and renovation teams.

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For the six months ended June 30, 2021 and 2022

	For the six months ended June 30,				Variance
	2021		2022		Amount		%
Technology and development expenses
- Tech staff cost and benefits		564,030		650,865		86,835		15.4	%
- Development tools purchase and maintenance		155,061		206,719		51,658		33.3	%
		719,091		857,584		138,493		19.3	%

In the first six months of 2022, technology and development expenses increased by S$0.1 million, or 19.3% to S$0.9 million compared to S$0.7 million in the first six months of 2021. The increase was primarily attributable to the expansion of our technological capability and continued investment   in improving our core technological products, features and user experience.

	For the six months ended June 30,				Variance
	2021		2022		Amount		%
Selling and marketing expenses
- Marketing staff cost and benefits		306,986		469,824		162,838		53.0	%
- Marketing expenses		384,158		533,365		149,207		38.8	%
		691,144		1,003,189		312,045		45.1	%

In the first six months of 2022, marketing expenses increased by S$0.3 million, or 45.1% to S$1.0 million compared to S$0.7 million in the first six months of 2021. The increase was primarily attributable to a S$0.2 million increase in personnel costs for write up market research content and news creation, as well as increasing marketing to acquire customers while the market was on a slowdown.

	For the six months ended June 30,				Variance
	2021		2022		Amount			%
General and administrative expenses
- General & admin staff cost and benefits		422,171		424,048		1,877			0.4	%
- Depreciation		114,021		141,322		27,301			23.9	%
- Professional fees		20,679		104,202		83,523			403.9	%
- Travel and transport		54,139		47,729		(6,410	)		(11.8	)%
- Office supplies		55,500		45,975		(9,525	)		(17.2	)%
- Utilities		14,869		17,274		2,405			16.2	%
- Provision of doubtful debts		9,002		13,810		4,808			53.4	%
- Others		11,087		11,798		711			6.4	%
		701,468		806,158		104,690			14.9	%

In the first six months of 2022, general and administrative expenses increased by S$0.1 million, or 14.9% to S$0.8 million compared to S$0.7 million in the first six months of 2021. The increase was primarily attributable to a $83,523 or 403.9% increase in professional fees that mainly consist of audit expenses.

Liquidity and Capital Resources

In assessing liquidity, we monitor and analyze cash on-hand and operating expenditure commitments. Our liquidity needs are to meet working capital requirements and operating expense obligations. To date, we have financed our operations by primarily relying on private financing through the issuance of convertible notes, the issuance of new shares from shareholders and bank financing. For example, in July 2021, Ohmyhome (S) issued new series A2 convertible preference shares as part of an equity fundraising round, for an aggregate amount of US$3,500,000.

We have started to seek additional financing via debt financing from local banks and financial institutions to fund our ongoing operations. In 2020, we borrowed an aggregate of S$1,500,000 from three banks, with annual interest rates ranging from 2.75% to 3.00% and repayment periods of between three to five years. We intend to explore additional financing through commercial lending and project financing. However, the discussions with local banks and financial institutions are at the initial stages. As of the date of this prospectus, the Company has not entered into any new facility agreement with any such local banks or financial institutions.

Our financial statements appearing at the end of this prospectus have been prepared on the assumption that the Group will continue as a going concern basis. The going concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed in the financial statements. Our ability to continue as a going concern depends upon aligning its sources of funding (debt and equity) with the expenditure requirements of the Group and repayment of the short-term debt facilities as and when they fall due.

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For the year ended December 31, 2020 and 2021

	For the year ended December 31,					Variance
	2020			2021		Amount			%
Cash and cash equivalents		166,592			1,220,931		1,054,339			632.9	%
Current Assets		462,380			2,291,154		1,828,774			395.5	%
Current liabilities		1,521,890			839,156		(682,734	)		(44.9	)%
Working capital		(1,059,510	)		1,451,998		2,511,508			N.M.	(1)
Bank loans (current portion)		299,543			299,543		-			-
Bank loans (non-current portion)		1,090,163			790,620		(299,543	)		(27.5	)%
Shareholders’ equity		(1,957,828	)		864,777		2,822,605			N.M.
Debt to Equity		N.M.			1.3		-			-

Note: (1) N.M. means not meaningful.

Our main working capital commitments are staff salaries and marketing expenses. In order to reduce our operating expenses, the Company has hired overseas technology staff and has been exploring more overseas hires and outsourcing, with a view towards lowering costs. We plan to request a higher prepayment amount from emerging and other services’ clients, and to pay our vendors on a back-to-back basis after the payment from our customers is received.

As of December 31, 2021, our working capital was S$1,451,998 and the Company had S$1,220,931 in cash and cash equivalents, which is unrestricted as to withdrawal. In addition, we had an unutilized interest-free revolving credit facility of S$2.0 million (US$1.5 million) from one of major shareholders until the earlier of: (i) within 14 days from the date of demand, (ii) the listing of the Company on an internationally recognized stock exchange, or (iii) December 31, 2023. Furthermore, we had S$870,728 (US$644,030) in receivables from a shareholder as of December 31, 2021. Subsequently, the amount was fully settled in cash in February 2022. In view of these circumstances, taking into account the future liquidity and performance of the Company and its available sources of finance, we believe we can satisfy our cash requirements to meet our future payment obligations until the end of 2022.

To sustain our ability to support our operating activities in the long-term, we will continue to raise additional funds through the following:

● cash and cash equivalents generated from operations;

● other available sources of financing from Singapore and Malaysia banks and other financial institutions;

● financial support from our related parties and shareholders;

● issuance of additional convertible notes; and

● obtaining funds through a future initial public offering.

We have commenced the above strategies to raise debt and equity and have actively engaged in discussions with existing shareholders, banks and potential equity and debt investors. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If we are unable to execute any of the above strategies, there would likely be a material adverse effect on the Company’s business. All of these factors raise substantial doubt as to our ability to continue as a going concern. The consolidated financial statements for the years ended December 31, 2020 and 2021 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from our inability to continue as a going concern.

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For the year ended December 31, 2021 and the six months ended June 30, 2022

						Variance
	December 31, 2021		June 30, 2022			Amount			%
Cash and cash equivalents		1,220,931		1,757,321			536,390			43.9	%
Current Assets		2,291,154		2,234,899			(56,255	)		(2.5	)%
Current liabilities		839,156		2,301,627			1,462,471			174.3	%
Working capital		1,451,998		(66,728	)		(1,518,726	)		N.M.	(1)
Bank loans (current portion)		299,543		313,016			13,473			4.5	%
Bank loans (non-current portion)		790,620		624,047			(166,573	)		(21.1	)%
Shareholders’ equity		864,777		(82,371	)		(947,148	)		N.M.
Debt to Equity		1.3		1.3			-			-

Note: ⁽¹⁾ N.M. means not meaningful.

Our main working capital commitments are staff salaries and marketing expenses. In order to reduce our operating expenses, the Company has hired overseas technology staff and has been exploring more overseas hires and outsourcing, with a view to lowering costs. We have also requested a higher prepayment amount from Emerging and Other Services’ clients, and to pay our vendors on a back-to-back basis after receipt of payment from these clients.

As of June 30, 2022, the Company had S$1,757,321 in cash and cash equivalents, which is unrestricted as to withdrawal. In addition, we had an interest-free revolving credit facility of S$2.0 million (US$1.5 million) from one major shareholder until December 31, 2023. The outstanding amount due to shareholder was S$274,188, which is not expected to be repaid in the near future due to the repayment term being the earlier of (i) within 14 days from the date of demand by the lender; (ii) the listing of the Company on any internationally recognized stock exchange, or; (iii) December 31, 2023. After excluding the amount due to a shareholder, our current resources are sufficient to meet third-party short-term obligations.

In view of these circumstances, taking into account the future liquidity and performance of the Company and its available sources of finance, we believe we can satisfy our cash requirements to meet our future short-term payment obligations.

To sustain our ability to support our operating activities in the long-term, we will continue to raise additional funds through the following:

● cash and cash equivalents generated from operations;

● other available sources of financing from Singapore and Malaysia banks and other financial institutions;

● financial support from our related parties and shareholders;

● issuance of additional convertible notes; and

● obtaining funds through a future initial public offering.

We have commenced the above strategies to raise debt and equity and have actively engaged in discussions with existing shareholders, banks and potential equity and debt investors. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If we are unable to execute any of the above strategies, there would likely be a material adverse effect on the Company’s business. All of these factors raise substantial doubt as to our ability to continue as a going concern. The consolidated financial statements for the year ended December 31, 2021 and the unaudited interim condensed consolidated financial statements for the six months ended June 30, 2022 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from our inability to continue as a going concern.

Cash Flows

For the year ended December 31, 2020 and 2021

The following table summarizes our cash flows for the periods indicated:

	For the year ended December 31,						Variance
	2020			2021			Amount		%
Net cash (used in) operating activities		(1,598,827	)		(1,812,064	)		213,237		13.3	%
Net cash (used in) investing activities		(23,737	)		(913,036	)		889,299		3,746.5	%
Net cash provided by financing activities		1,420,002			3,773,559			2,353,557		165.7	%

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Cash Flows from Operating Activities

Net cash used in operating activities in 2021 consisted of S$1.9 million of net losses, a S$0.3 million positive impact from non-cash items, and a S$0.4 million net cash outflow in change of assets and liabilities due to the timing of when amounts came due.

Net cash used in operating activities in 2020 consisted of S$2.1 million of net losses and a S$0.3 million positive impact from non-cash items and a S$0.2 million net cash inflow in change of assets and liabilities due to the timing of when amounts came due.

Cash Flows from Investing Activities

Net cash used in investing activities in 2021 consisted of S$0.04 million, a slight increase from S$0.02 million in 2020, primarily arising from the purchase of property and equipment as a result of team expansion and replacement of equipment. As well as an amount of S$0.9 million due from our shareholder, Vienna Management Ltd was fully repaid and settled in February 2022.

Cash Flows from Financing Activities

Net cash provided by financing activities in 2021 consisted of S$4.7 million in proceeds from the capital contribution of shareholders and repayment of loans and lease liabilities of S$0.9 million. Net cash provided by financing activities in 2020 consisted of S$1.5 million from proceeds from the proceeds from long-term bank loans and S$0.03 million working capital advance from a shareholder, net off repayment of bank loans and lease liabilities of S$0.1 million.

For the six months ended June 30, 2021 and 2022

The following table summarizes our cash flows for the periods indicated:

	For the six months ended June 30,						Variance
	2021			2022			Amount			%
Net cash (used in) operating activities		(737,454	)		(291,562	)		445,892			(60.5	)%
Net cash (used in) / provided by investing activities		(16,283	)		857,560			873,843			N.M.
Net cash provided by/ (used in) financing activities		891,353			(17,872	)		(909,225	)		N.M.

Cash Flows from Operating Activities

Net cash used in operating activities in the first six months of 2022 consisted of S$0.9 million of net losses, a S$0.1 million positive impact from non-cash items, and a S$0.6 million net cash inflow in change of assets and liabilities due to the timing of when amounts came due. This resulted in a net cash outflow for operating activities of S$0.3 million, a 60.5% or S$445,892 reduction from the same period in 2021, primarily attributable to the increase in contract liability of S$951,187 for Emerging and Other Services as Mr. Loh’s advance payment.

Cash Flows from Investing Activities

Net cash inflow in investing activities in the first six months of 2022 consisted of S$0.9 million, primarily arising from the repayment of an amount of S$0.9 million due from our shareholder, Vienna Management Ltd that was settled in February 2022.

Cash Flows from Financing Activities

Net cash provided by financing activities in the first six months of 2022 consisted of S$0.3 million in proceeds from shareholder loan facility, a repayment of bank loans of S$0.2 million, and deferred IPO expenses of S$0.1 million incurred.

Contractual Obligations

For the year ended December 31, 2020 and 2021

Contractual obligations are cash amounts that we are obligated to pay as part of certain contracts that we have entered into during the normal course of business. Below are tables that shows the bank loans’ obligation and contractual lease obligations as of December 31, 2021:

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Outstanding balances of bank loans consist of the following:

Bank Name	Drawn/Maturities		Interest Rate			Collateral/Guarantee	December 31, 2020 SGD		December 31, 2021 SGD		December 31, 2021 USD
CIMB Bank Berhad, Singapore Branch		August 2020 /August 2023		3.00	%	Guaranteed by Ms. Rhonda Wong, Chief Executive Officer and Director of the Company and Ms. Race Wong, Chief Operating Officer and Director of the Company		89,327		56,663		41,910
DBS Bank Ltd.		June 2020 /June 2025		3.00	%	Guaranteed by Ms. Rhonda Wong, Chief Executive Officer and Director of the Company and Anthill, major shareholder of the Company		906,605		715,566		529,265
Maybank Singapore Limited		November 2020/November 2025		2.75	%	Guaranteed by Ms. Rhonda Wong, Chief Executive Officer and Director of the Company and Ms. Race Wong, Chief Operating Officer and Director of the Company		393,774		317,934		235,158
Total								1,389,706		1,090,163		806,333
Bank loans, current portion