OMH Ohmyhome Ltd

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December, 2023

 

Commission File Number: 001-41647

 

OHMYHOME LIMITED

(Translation of registrant’s name into English)

 

11 Lorong 3 Toa Payoh

Block B, #04-16/21, Jackson Square

Singapore 319579

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F ☒ Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

 

Reference is made to the current reports on Form 6-K filed by Ohmyhome Limited (the “Company’) with the U.S. Securities Exchange Commission on October 6, 2023 and October 11, 2023 (the “Prior 6-Ks). As a result of the completion of the acquisition of Simply Sakal Pte. Ltd. by Ohmyhome (BVI), a wholly owned subsidiary of the Company, and as disclosed in the Prior 6-Ks, the Company is filing the financial statements contained in the exhibits below.

 

 

 

Exhibit Index

 

Exhibit No.		Description
99.1		Audited financial statements of Simply Sakal Pte. Ltd., as of and for the fiscal years ended December 31, 2022 and 2021
99.2		Pro Forma Condensed Combined Financial Statements

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: December 19, 2023	Ohmyhome Limited
	By:	/s/ Rhonda Wong
	Name:	Rhonda Wong
	Title:	Director and Chief Executive Officer

 

 

Exhibit 99.1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To:	The Board of Directors and Shareholders of
	Simply Sakal Pte. Ltd.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Simply Sakal Pte. Ltd. (the “Company”) as of December 31, 2021 and 2022, and the related statements of operations income/(loss), changes in shareholders’ equity, and cash flows in each of the years for the two-year ended December 31, 2022, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2022, and the results of its operations and its cash flows for each of the years in the two-year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

WWC, P.C.

Certified Public Accountants

PCAOB ID No. 1171

 

San Mateo, California

December 11, 2023

 

 

SIMPLY SAKAL PTE. LTD.

BALANCE SHEETS

 

		December 31, 2021				December 31, 2022				December 31, 2022
		SGD				SGD				USD
ASSETS
Current assets
Cash and bank balances			443,503				744,677				555,529
Accounts receivable, net			346,509				287,639				214,579
Prepayments			7,289				5,265				3,928
Short-term loan to a director			-				100,967				75,321
Total current assets			797,301				1,138,548				849,357
Property and equipment, net			20,042				25,198				18,798
Non-current assets
Intangible assets, net			147,743				337,876				252,056
Operating lease right-of-use assets, net			66,655				35,879				26,765
Deposits			18,161				18,134				13,528
Total non-current assets			232,559				391,889				292,349
Total assets			1,049,902				1,555,635				1,160,504
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Bank loans, current portion			49,812				51,525				38,438
Accounts payable			18,686				28,482				21,247
Accrued liabilities and other payables			64,322				71,949				53,674
Deferred government subsidies, current			8,354				8,354				6,232
Amount due to related parties			131,732				12,628				9,421
Operating lease obligation, current			41,447				25,050				18,688
Tax payable			28,335				48,143				35,915
Total current liabilities			342,688				246,131				183,615
Non-current liabilities:
Bank loans, non-current portion			133,256				81,759				60,992
Deferred government subsidies, non-current			27,062				18,708				13,956
Operating lease obligation, non-current			25,763				11,119				8,295
Total non-current liabilities			186,081				111,586				83,243
Total liabilities			528,769				357,717				266,858
SHAREHOLDERS’ EQUITY
Ordinary shares, 245,098 and 350,140 shares issued and outstanding as of December 31, 2021 and 2022, respectively			215,001				1,783,001				1,330,119
Shares to be issued			500,000				-				-
Accumulated deficit			(193,868	)			(585,083	)			(436,473	)
Total shareholders’ equity			521,133				1,197,918				893,646
Total liabilities and shareholders’ equity			1,049,902				1,555,635				1,160,504

 

The accompanying notes are an integral part of these financial statements

 

 

SIMPLY SAKAL PTE. LTD.

STATEMENTS OF OPERATIONS INCOME/(LOSS)

 

		December 31, 2021				December 31, 2022				December 31, 2022
		SGD				SGD				USD
Operating revenues			1,675,039				2,647,140				1,974,766
Cost of revenues			(1,050,681	)			(1,952,869	)			(1,456,840	)
Gross profit			624,358				694,271				517,926
Operating expenses
Staff expenses			(603,682	)			(992,258	)			(740,225	)
Depreciation and amortization expenses			(41,694	)			(60,809	)			(45,364	)
General and administrative expenses			(155,421	)			(257,472	)			(192,074	)
Total operating expenses			(800,797	)			(1,310,539	)			(977,663	)
Loss from operations			(176,439	)			(616,268	)			(459,737	)
Other income (expense):
Interest expense			(4,344	)			(3,580	)			(2,671	)
Government grants			201,332				226,552				169,007
Other income, net			120				2,088				1,558
Total other income, net			197,108				225,060				167,894
INCOME/(LOSS) BEFORE INCOME TAXES			20,669				(391,208	)			(291,843	)
Income tax expense			-				(7	)			(5	)
NET INCOME/(LOSS)			20,669				(391,215	)			(291,848	)

 

The accompanying notes are an integral part of these financial statements.

 

 

SIMPLY SAKAL PTE. LTD.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

		Ordinary shares												Accumulated				Total shareholders’
		No. of shares				Amount				To be issued				deficit				equity
						SGD				SGD				SGD				SGD
Balance, January 1, 2021			245,098				215,001				-				(214,537	)			464
Net income			-				-				-				20,669				20,669
Ordinary shares to be issued			-				-				500,000				-				500,000
Balance, December 31, 2021			245,098				215,001				500,000				(193,868	)			521,133
Issuance of common shares for cash			105,042				1,568,000				(500,000	)			-				1,068,000
Net loss			-				-				-				(391,215	)			(391,215	)
Balance, December 31, 2022			350,140				1,783,001				-				(585,083	)			1,197,918
Balance, December 31, 2022 (USD)			350,140				1,330,119				-				(436,473	)			893,646

 

The accompanying notes are an integral part of these financial statements.

 

 

SIMPLY SAKAL PTE. LTD.

STATEMENTS OF CASH FLOWS

 

		For the year ended December 31, 2021				For the year ended December 31, 2022				For the year ended December 31, 2022
		SGD				SGD				USD
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income/(loss)			20,669				(391,215	)			(291,848	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense of property and equipment			8,662				12,221				9,118
Amortization expenses of right-of-use assets			28,325				43,849				32,711
Amortization expenses of intangible assets			8,588				77,955				58,154
Loss on disposal assets			-				3,140				2,342
Gain on disposal of right-of-use assets			-				(350	)			(261	)
Interest income from short-term loan to director			-				(967	)			(721	)
Changes in assets and liabilities:
Accounts receivable, net			(310,532	)			58,870				43,917
Prepayments			(4,296	)			2,024				1,510
Deposits			(14,869	)			27				20
Accounts payable			(6,601	)			9,796				7,308
Deferred government subsidies			35,416				(8,354	)			(6,232	)
Accrued liabilities and other payables			39,553				7,627				5,690
Tax payable			28,335				19,808				14,777
Operating lease			(27,770	)			(43,764	)			(32,646	)
NET CASH USED IN OPERATING ACTIVITIES			(194,520	)			(209,333	)			(156,161	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment			(15,170	)			(20,517	)			(15,306	)
Purchase of intangible assets			(147,003	)			(268,088	)			(199,994	)
Short-term loan to a director			-				(100,000	)			(74,600	)
NET CASH USED IN INVESTING ACTIVITIES			(162,173	)			(388,605	)			(289,900	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common shares issued for cash			500,000				1,068,000				796,728
Advance from/(Repayment to) related parties			131,733				(119,104	)			(88,852	)
Proceeds from the bank loans			190,000				-				-
Repayment of the bank loans			(36,932	)			(49,784	)			(37,139	)
NET CASH PROVIDED BY FINANCING ACTIVITIES			784,801				899,112				670,737
NET CHANGE IN CASH AND BANK BALANCES			428,108				301,174				224,676
CASH AND BANK BALANCES AT BEGINNING OF PERIOD			15,395				443,503				330,853
CASH AND BANK BALANCES AT PERIOD END			443,503				744,677				555,529
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for:
Interest received			-				-				-
Interest expense			(4,344	)			(3,580	)			(2,671	)
Income tax paid			-				(7	)			(5	)

 

The accompanying notes are an integral part of these financial statements.

 

 

SIMPLY SAKAL PTE. LTD.

NOTES TO FINANCIAL STATEMENTS

 

Note 1 – Nature of business and organization

 

Simply Sakal Pte. Ltd. (“Simply” or the “Company”) is a company incorporated on January 4, 1995 under the laws of Singapore. The Company was first established as Ace Acres Pte. Ltd. on January 4, 1995, and changed its name to Aces Assets Management Pte. Ltd. on June 26, 2013. On February 5, 2020, Aces Assets Management Pte. Ltd. was acquired by Sakal Real Estate Partners Pte. Ltd.. The Company was renamed as Simply Sakal Pte. Ltd. on March 16, 2020.

 

The company primarily engages in the provision of estate management services for residential, commercial and industrial real estate in Singapore.

 

Note 2 – Summary of significant accounting policies

 

Basis of presentation

 

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”).

 

Use of estimates and assumptions

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the balance sheet date and revenues and expenses during the reporting periods. Significant accounting estimates reflected in the Company’s financial statements include, but not limited to, impairment of long-lived assets, deferred taxes and uncertain tax position, and allowance for expected credit losses. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the financial statements.

 

Risks and uncertainties

 

The main operations of the Company are in Singapore. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in Singapore, as well as by the general state of the economy in Singapore. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in Singapore. The Company believes that it is following existing laws and regulations including its organization and structure disclosed in Note 1, such experience may not be indicative of future results.

 

The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could significantly disrupt the Company’s operations.

 

Foreign currency translation and transaction

 

The accompanying financial statements are presented in the Singapore Dollars (“SGD” or “S$”), which is the functional and reporting currency of the Company.

 

In the financial statements, the financial information of the Company has been translated into SGD. Assets and liabilities are translated at the exchange rates on the balance sheet date, and expenses are translated at spot rates.

 

 

The following table outlines the currency exchange rates that were used in creating the financial statements in this report:

 

			December 31, 2021				December 31, 2022
Year-end spot rate			SGD1.00 = USD0.7396				SGD1.00 = USD0.7460
Average rate			SGD1.00 = USD0.7442				SGD1.00 = USD0.7241
Year-end spot rate			SGD1.00 = VND16,838.2				SGD1.00 = VND17,612.7
Average rate			SGD1.00 = VND17,071.0				SGD1.00 = VND16,981.0

 

Convenience translation

 

Translations of balances in the balance sheets, statements of income, statements of changes in shareholders’ equity and statements of cash flows from SGD into USD as of December 31, 2022 are solely for the convenience of the readers and are calculated at the rate of SGD1.00 = USD0.7460, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 30, 2022. No representation is made that the SGD amounts could have been, or could be, converted, realized or settled into USD at such rate, or at any other rate.

 

Cash and bank balances

 

Cash and bank balances primarily consist also consist of petty cash and funds earned from the Company’s operating revenues which were held at third party platform fund accounts which are unrestricted as to immediate use or withdrawal. The Company maintains all of its bank accounts in Singapore.

 

Accounts receivable and allowance for expected credit losses

 

Accounts receivable include trade accounts due from clients. Accounts are considered overdue after 30 days. Management reviews its receivables on a regular basis to determine if the expected credit losses is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual client exposures, as well as the historical trends of collections. Account balances are charged off against the allowance after all means of collection have been exhausted and the likelihood of collection is not probable. As of December 31, 2021 and 2022, no allowance was deemed necessary by the Company.

 

Prepayments

 

Prepayments are mainly payments made to vendors or services providers for future services that have not been provided and prepaid rent. These amounts are refundable and bear no interest. Management reviews its prepayments on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. As of December 31, 2021 and 2022, no allowance was deemed necessary.

 

 

Deposits

 

Deposits are mainly for rent, utilities and money deposited with certain vendors. These amounts are refundable and bear no interest. The short-term deposits usually have a one-year term and are refundable upon contract termination. The long-term deposits are refunded from suppliers when terms and conditions set forth in the agreements have been satisfied.

 

Property and equipment, net

 

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The estimated useful lives are as follows:

 

		Expected useful lives
Leasehold improvements		lesser of lease term or expected useful life
Office equipment		5 years
Furniture and fittings		5 years
Computers		3 years

 

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the statements of operations and comprehensive loss. Expenditures for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

 

Intangible assets

 

The Company recognizes intangible assets that primarily consist of the cost of internally developed software, which are carried at cost less accumulated amortization. Such amortization is recorded on a straight-line basis over the estimated useful lives of 5 years. Capitalization of the costs of the internally developed software includes the costs associated with its development, upgrades and enhancement costs incurred in their respective period. Amortization for the internally developed software is recognized in cost of revenue. Capitalization of acquired software are carried at their acquisition costs, and amortization of the acquired software is recognized in depreciation and amortization expenses.

 

Impairment for long-lived assets

 

Long-lived assets, including property and equipment and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. We assess the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, we would reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of December 31, 2021 and 2022, no impairment of long-lived assets was recognized.

 

Fair value measurement

 

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.

 

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follows:

 

●

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

 

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 

Financial instruments included in current assets and current liabilities are reported in the balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.

 

Revenue recognition

 

Effective January 1, 2020, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption. Results for reporting periods beginning after January 1, 2020 are presented under ASC Topic 606 while prior period amounts are not adjusted and continue to be presented under the Company’s historic accounting under ASC Topic 605. The Company’s accounting for revenue remains substantially unchanged. There were no cumulative effect adjustments for service contracts in place prior to January 1, 2020. The effect from the adoption of ASC Topic 606 was not material to the Company’s financial statements.

 

The five-step model defined by ASC Topic 606 requires the Company to:

 

(1) identify its contracts with customers;

 

(2) identify its performance obligations under those contracts;

 

(3) determine the transaction prices of those contracts;

 

(4) allocate the transaction prices to its performance obligations in those contracts; and

 

(5) recognize revenue when each performance obligation under those contracts is satisfied. Revenue is recognized when promised services are transferred to the client in an amount that reflects the consideration expected in exchange for those services.

 

The Company enters into service agreements with its customers that outline the rights, responsibilities, and obligations of each party. The agreements also identify the scope of services, service fees, and payment terms. Agreements are acknowledged and signed by both parties. All the contracts have commercial substance, and it is probable that the Company will collect considerations from its customers for service component.

 

The Company have utilized the allowable practical expedient in the accounting guidance and elected not to capitalize costs related to obtaining contracts with customers with durations of less than one year. We do not have significant remaining performance obligations.

 

The Company derives its revenues from two sources: (1) estate management services, and (2) revenue from other services.

 

1)

Estate management services

 

The Company earns estate management services revenue from Management Corporate Strata Titles (MCSTs) by being appointed as the Managing Agent for the respective estates to provide routine management, administration and secretarial services, accounting and finance management, and the operation and maintenance of the estates. Management believes that the estate management services are integrated services, and it is impractical to assess standalone value to each service; accordingly, the estate management services should be considered as single performance obligation. In consideration of the services provided by the Company, the MCSTs pay a monthly fee to the Company. The contract is a fixed contract with a fixed fee over the contractual period. The monthly management fee of individual estate vary depending on the size of the estates and the scope of the services required. Estate management revenue primarily contains an ongoing performance obligation that is satisfied upon the end of each calendar month, at which point the monthly fee is earned. The revenue is recognized over time based on the fixed contract fee over the contractual period. The Company is considered to be the principal as it has the right to determine the service price and to define the service performance obligations, it has control over services provided and it is fully responsible for fulfilling the estate management services pursuant to the estate management service contracts it signed with the MCSTs. Typical payment terms set forth in the invoice are within 30 days.

 

2)

Other services

 

The Company generates revenues from other services such as providing of additional manpower which are usually in ad-hoc basis, certification of documents, disbursements, marketing initiatives and others that to be completed in a short-term period. Service fees for other services are generally recognized at the point in time when services are provided. Typical payment terms set forth in the invoice are within 30 days.

 

 

Cost of revenue

 

Cost of revenue consists primarily of amortization expense of software, personnel costs (including base pay and benefits), Central Provident Fund contribution and other costs associated with the provision of the estate management services on the sites.

 

Employee compensation

 

Singapore

 

(1)

Defined contribution plan

 

The Company participates in the national pension schemes as defined by the laws of Singapore’s jurisdictions in which it has operations. Contributions to defined contribution pension schemes are recognized as an expense in the period in which the related service is performed.

 

Government grant

 

Government grants are not recognized until there is a reasonable assurance that the Company will comply with the conditions attaching to them and that the grants will be received.

 

Government grants are recognized in profit or loss on a systematic basis over the periods in which the Company recognizes as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Company should purchase, construct or otherwise acquire non-current assets (including property, plant and equipment) are recognized as deferred income in the balance sheet and transferred to operations and comprehensive income on a systematic and rational basis over the useful lives of the related assets.

 

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the company with no future related costs are recognized in profit or loss in the period in which they become receivable.

 

The Company received S$37,990 in 2021 in government grants from the Singapore Government for the purchase and use of accounting software, which was recognized as deferred income. The carrying amounts were S$ 35,416 and S$27,062 for the years ended December 31, 2021 and 2022, respectively.

 

Segment reporting

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for detailing the Company’s business segments. Management has determined that the Company operates in a single segment because there is only one Chief Operating Decision Maker (“CODM”) for the Company who sits the Company’s Chief Executive Officer. Operating and financial metrics are applied to the entire Company as a whole because there is only one segment. In the event that the Company determines that there is more than one segment, the Company will disclose how it has determined there is more than one segment and disclose the relevant metrics for measurement of performance.

 

Leases

 

The Company adopted ASC 842 on January 1, 2019. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability, and operating lease liability, non-current in the Company’s balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company has elected to adopt the following lease policies in conjunction with the adoption of ASU 2016-02: (i) for leases that have lease terms of 12 months or less and does not include a purchase option that is reasonably certain to exercise, the Company elected not to apply ASC 842 recognition requirements; and (ii) the Company elected to apply the package of practical expedients for existing arrangements entered into prior to January 1, 2019 to not reassess (a) whether an arrangement is or contains a lease, (b) the lease classification applied to existing leases, and(c) initial direct costs.

 

 

Income taxes

 

The Company accounts for income taxes in accordance with U.S. GAAP for income taxes. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

 

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

 

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. No penalties and interest incurred related to underpayment of income tax for the years ended December 31, 2021 and 2022. The Company had no uncertain tax positions for the years ended December 31, 2021 and 2022. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

 

Related party transactions

 

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence, such as a family member or relative, shareholder, or a related corporation.

 

Commitments and Contingencies

 

In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.

 

Concentration of risks

 

Concentration of credit risk

 

Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and bank balances and account receivable. The Company place its cash and bank balances with financial institutions with high credit ratings and quality.

 

Accounts receivable primarily comprise of amounts receivable from the service clients. The Company conducts credit evaluations of clients, and generally does not require collateral or other security from the clients. The Company establish an allowance for expected credit losses primarily based upon the factors surrounding the credit risk of specific clients.

 

Concentration of customers

 

As of December 31, 2022, two clients who are MCSTs, accounted for 11.0 % and 11.0% of the account receivables, respectively.

 

As of December 31, 2021, three clients who are MCSTs, accounted for 25.9%, 16.1% and 11.4% of the account receivables, respectively.

 

 

For the year ended December 31, 2022, one client who is an MCST accounted for 10.1% of the total revenue.

 

For the year ended December 31, 2021, two clients who are MCSTs accounted for 24.5% and 23.1% of the total revenue, respectively.

 

Concentration of vendors

 

For the years ended December 31, 2021 and 2022, no vendor has accounted for more than 10% of the total expenditure and none of the vendors consisted of more than 10% of account payable for the respective year.

 

Recent accounting pronouncement

 

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. Under the Jump start Our Business Start-ups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging growth company, or EGC, and has elected the extended transition period for complying with new or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

 

In June 2016, the FASB amended guidance related to the impairment of financial instruments as part of ASU2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which will be effective January 1, 2020. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, which clarified that receivables from operating leases are not within the scope of Topic 326 and instead, impairment of receivables arising from operating leases should be accounted for in accordance with Topic 842. On May 15, 2019, the FASB issued ASU 2019-05, which provides transition relief for entities adopting the Board’s credit losses standard, ASU 2016-13. Specifically, ASU 2019-05 amends ASU 2016-13 to allow companies to irrevocably elect, upon adoption of ASU 2016-13, the fair value option for financial instruments that (1) were previously recorded at amortized cost and (2) are within the scope of the credit losses guidance in ASC 326-20, (3) are eligible for the fair value option under ASC 825-10, and (4) are not held-to-maturity debt securities. For entities that have adopted ASU 2016-13, the amendments in ASU 2019-05 are effective for fiscal years beginning after December 15, 2019, including interim periods therein. An entity may early adopt the ASU in any interim period after its issuance if the entity has adopted ASU 2016-13. For all other entities, the effective date will be the same as the effective date of ASU 2016-13. In November 2019, the FASB issued ASU 2019-11, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses.” ASU 2019-11 is an accounting pronouncement that amends ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The ASU 2019-11 amendment provides clarity and improves the codification to ASU 2016-03. The pronouncement would be effective concurrently with the adoption of ASU 2016-03. The pronouncement is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. In February 2020, the FASB issued ASU No. 2020-02, which provides clarifying guidance and minor updates to ASU No. 2016-13 – Financial Instruments – Credit Loss (Topic 326) (“ASU 2016-13”) and related to ASU No. 2016-02 – Leases (Topic 842). ASU 2020-02 amends the effective date of ASU 2016-13, such that ASU 2016-13 and its amendments will be effective for the Company for interim and annual periods in fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact this ASU will have on its consolidated financial statements and related disclosures.

 

On December 18, 2019, the FASB issued ASU No. 2019-12, Income taxes (Topic 740), Simplifying the Accounting for Income Taxes. This guidance amends ASC Topic 740 and addresses several aspects including 1) evaluation of step-up tax basis of goodwill when there is not a business combination, 2) policy election to not allocate consolidated taxes on a separate entity basis to entities not subject to income tax, 3) accounting for tax law changes or rates during interim periods, 4) ownership changes from equity method investment to subsidiary or vice versa, 5) elimination of exception to intrapetrous allocation when there is gain in discontinued operations and a loss from continuing operations, and 6) treatment of franchise taxes that are partially based on income. The amendments in this Update are effective for the Company for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

 

 

In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables-Non-refundable Fees and Other Costs”. The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for fiscal years beginning after December 15, 2021 and fiscal years beginning after December 15, 2022. All entities should apply the amendments in this Update on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The Company is currently evaluating the impact of this new standard on the Company’s consolidated financial statements and related disclosures.

 

In October 2020, the FASB issued ASU 2020-10, “Codification Improvements”. The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for the Company for fiscal years beginning after December 15, 2021 and fiscal years beginning after December 15, 2022.The amendments in this Update should be applied retrospectively. The Company does not expect the adoption of this standard to have a material impact on its audited financial statements.

 

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s balance sheets, statements of operations and comprehensive loss and statements of cash flows.

 

Note 3 – Revenues

 

Effective January 1, 2019, the Company adopted ASC Topic 606, Revenue from Contracts with Customers, which replaced ASC Topic 605, using the modified retrospective method of adoption. Results for reporting periods beginning after January 1, 2019 are presented under ASC Topic 606 while prior period amounts are not adjusted and continue to be presented under the Company’s historic accounting under ASC Topic 605. The Company’s accounting for revenues remains substantially unchanged. There were no cumulative effect adjustments made to the contracts in place prior to January 1, 2019. The effect from the adoption of ASC Topic 606 was not material to the Company’s financial statements.

 

Revenues are recognized when control of the promised services and deliverables are transferred to the Company’s customers in an amount that reflects the consideration to which the Company expects to be entitled to and receive in exchange for services and deliverables rendered.

 

Disaggregation of revenue

 

		December 31, 2021				December 31, 2022				December 31, 2022
		SGD				SGD				USD
Revenue by service type
Estate management services			1,431,768				2,513,219				1,874,862
Other services			243,271				133,921				99,904
Total operating revenue			1,675,039				2,647,140				1,974,766
Revenue by timing of revenue
Services transferred over time			1,431,768				2,513,219				1,874,862
Services transferred at a point in time			243,271				133,921				99,904
Total operating revenue			1,675,039				2,647,140				1,974,766

 

 

Note 4 – Accounts receivable, net

 

Accounts receivable consist of the following:

 

		December 31, 2021				December 31, 2022				December 31, 2022
		SGD				SGD				USD
Accounts receivable			346,509				287,639				214,579
Expected credit loss			-				-				-
Accounts receivable, net			346,509				287,639				214,579

 

Aging analysis

 

As of the end of each of the financial year, the aging analysis of accounts receivable based on the invoice date is as follows:

 

		December 31, 2021				December 31, 2022				December 31, 2022
		SGD				SGD				USD
Within 30 days			299,464				279,963				208,853
Between 31 and 60 days			47,045				7,204				5,374
Between 61 and 90 days			-				-				-
More than 90 days			-				472				352
Total accounts receivable, net			346,509				287,639				214,579

 

Note 5 – Property and equipment, net

 

Property and equipment, net consist of the following:

 

		December 31, 2021				December 31, 2022				December 31, 2022
		SGD				SGD				USD
At cost:
Office furniture and fittings			3,428				1,800				1,343
Office equipment			34,660				30,901				23,052
Leasehold improvements			4,401				4,401				3,283
Total			42,489				37,102				27,678
Accumulated depreciation			(22,447	)			(11,904	)			(8,880	)
Property and equipment, net			20,042				25,198				18,798

 

Depreciation expenses for the years ended December 31, 2021 and 2022 amounted to S$8,662 and S$12,221 (US$9,118) respectively.

 

No impairment loss had been recognized for the years ended December 31, 2021 and 2022, respectively.

 

Note 6 – Intangible assets, net

 

The following table provides additional information regarding the intangible assets:

 

		December 31, 2021				December 31, 2022				December 31, 2022
		SGD				SGD				USD
Software			133,673				401,761				299,714
Less: accumulated amortization			(4,707	)			(77,923	)			(58,130	)
Software, net.			128,966				323,838				241,584
Acquired software			23,695				23,695				17,676
Less: accumulated amortization			(4,918	)			(9,657	)			(7,204	)
Acquired software, net			18,777				14,038				10,472
Intangible assets, net			147,743				337,876				252,056
Weighted average remaining useful life			4 years				3 years				3 years

 

Amortization expenses for the years ended December 31, 2021 and 2022 amounted to S$8,588 and S$77,955 (US$58,154), respectively.

 

 

Note 7 – Bank loans

 

Outstanding balances of bank loans consist of the following:

 

Bank Name		Drawn/ Maturities		Interest Rate				Collateral/Guarantee		December 31, 2021 SGD				December 31, 2022 SGD				December 31, 2022 USD
UOB Business Loan		January 2021 /January 2026			2.25	%		Guaranteed by Kwan Cho Ching Joe, Ming Kok Wah, and Chong Jia Gen Kenneth, Directors of the Company			156,738				119,670				89,274
DBS Temporary Bridging Loan		August 2020/September 2023			2.50	%		Guaranteed by Chong Jia Gen Kenneth, Directors of the Company			26,330				13,614				10,156
Total											183,068				133,284				99,430
Bank loans, current portion											49,812				51,525				38,438
Bank loans, non-current portion											133,256				81,759				60,992

 

Interest expense for the years ended December 31, 2021 and 2022 amounted to S$4,344 and S$3,580 (US$2,671) respectively.

 

The maturities schedule is as follows:

 

Twelve months ending December 31,

 

		SGD				USD
2023			51,525				38,438
2024			38,779				28,925
2025			39,649				29,578
2026			3,337				2,489
Total			133,284				99,430

 

 

Note 8 – Accrued liabilities and other payables

 

The components of accrued expenses and other payables are as follows:

 

		December 31, 2021				December 31, 2022				December 31, 2022
		SGD				SGD				USD
Accrued payroll and welfare			58,769				65,759				49,056
Accrued expenses*			5,153				5,390				4,021
Other payables			400				800				597
Total accrued liabilities and other payables			64,322				71,949				53,674

 

* Accrued expenses mainly consist of accrual of professional service fees and cost incurred yet to bill.

 

Note 9 – Related party balances and transactions

 

Nature of relationships with related parties

 

Related parties		Relationship
Chong Jia Gen Kenneth		Shareholder, Director, Chief Executive Officer
Sakal Real Estate Partners Pte. Ltd.		Shareholder
Narendra Patel		Shareholder
Ming Kok Wah		Director
Kwan Cho Ching Joe		Director

 

Related party balances

 

Transaction nature		Name				2021				2022				2022
						SGD				SGD				USD
Short-term loan		Chong Jia Gen Kenneth		(i)			-				100,967				75,321
Amount Due to		Sakal Real Estate Partners Pte. Ltd.		(ii)			45,734				12,628				9,421
		Chong Jia Gen Kenneth		(iii)			61,998				-				-
		Ming Kok Wah		(iv)			12,000				-				-
		Kwan Cho Ching Joe		(v)			12,000				-				-

 

(i) The amount relates to a loan extended to one of Simply’s shareholders and directors, Chong Jia Gen Kenneth, on July 7, 2022, with a principal amount of S$100,000 and the interest rate of 2% per annum. The loan was approved by ordinary resolution at the Extraordinary General Meeting of Simply, and the loan has been repaid to Simply as of August 7, 2023.

 

(ii) The amount due to Sakal Real Estate Partners Pte. Ltd. in 2021 relates to a S$50,000 advances to fund the ongoing operation of Simply, an amount of S$8,334 relates to payments made by Simply on behalf of Sakal Real Estate Partners Pte. Ltd., and a S$4,068 payable for the provision of outsourced manpower by Sakal Real Estate Partners Pte. Ltd. to Simply Sakal Pte. Ltd.. The amount due to Sakal Real Estate Partners Pte. Ltd. in 2022 relates to the outstanding amount to be paid for the provision of corporate advisory and management services by Sakal Real Estate Partners Pte. Ltd. to Simply Sakal Pte. Ltd. at S$4,000 per month excluding GST.

 

(iii) The amount due to Chong Jia Gen Kenneth of $61,998 in 2021 consists of S$50,000 advances to fund the ongoing operation of Simply, and a S$12,000 director fee payable for the financial year of 2021, and offset by a S$2 overclaimed petty cash. The amount of director fee payable was fully paid in 2022.

 

(iv) The amount due to Ming Kok Wah of S$12,000 was the director fee payable for the financial year of 2021, and the amount was fully paid in 2022.

 

(v) The amount due to Kwan Cho Ching Joe of S$12,000 was the director fee payable for the financial year of 2021, and the amount was fully paid in 2022.

 

 

Related party transactions

 

Transaction nature		Name				2021				2022				2022
						SGD				SGD				USD
Advisory Services provided by		Sakal Real Estate Partners Pte. Ltd.		(i)			4,921				21,500				16,039

 

(i) The amount relates to the provision of corporate advisory and management services by Sakal Real Estate Partners Pte. Ltd. to Simply Sakal Pte. Ltd. at S$4,000 per month excluding GST.

 

All transactions’ price through an arms’ length arrangement.

 

Note 10 – Income taxes

 

Singapore

 

Simply Sakal Pte. Ltd. is incorporated in Singapore and is subject to Singapore Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Singapore tax laws. The applicable tax rate is 17% in Singapore, with 75% of the first S$10,000 taxable income and 50% of the next S$190,000 taxable income exempted from income tax.

 

Net operating loss will be carried forward indefinitely under Singapore profits tax regulation subject to tax authority’s review. In 2020, the Company underwent a substantial change in shareholding as explained in Note 1, which may not allow the Company to claim the unutilized losses for the periods in and before 2020. As of December 31, 2021 and 2022, the Company did not generate net taxable income to utilize net operating loss, which will carry forwards to offset future taxable income.

 

The components of loss before income taxes were comprised of the following:

 

		December 31, 2021				December 31, 2022				December 31, 2022
		SGD				SGD				USD
Singapore			20,669				(391,208	)			(291,841	)
Loss before income taxes provision			20,669				(391,208	)			(291,841	)

 

It is not probable that future taxable profit will be available to utilize the net operating loss, therefore no deferred tax assets is recognized.

 

Uncertain tax positions

 

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of December 31, 2021 and 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the years ended December 31, 2021 and 2022 and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2022.

 

 

Note 11 – Equity

 

Shares to be issued

 

The shares to be issued of S$500,000 relates to the advances from Narendra Patel for the share subscription of Simply, the shares were issued and allotted subsequently in 2022 and the amount was used to satisfy the fulfillment of the share issuance, and the amount was recognized in the share capital in 2022.

 

Ordinary shares

 

The Company was established under the laws of Singapore, The Company only has one single class of ordinary shares that are accounted for as permanent equity. As of December 31, 2022, the Company has issued 350,140 shares.

 

Note 12 – Commitment and Contingencies

 

Lease commitments

 

The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which results in an economic penalty.

 

The Company has two property lease agreements with lease terms ranging two years and three years, respectively. The Company also has one lease for the rental of a motor vehicle with a lease term of two years. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Upon adoption of ASU 2016-02, no right-of-use (“ROU”) assets nor lease liability was recorded for the lease with a lease term of one year.

 

For the years ended December 31, 2021, and 2022, there were no rent expenses for the short term lease.

 

The Company’s commitment for minimum lease payments under the operating lease that is within twelve months as of December 31, 2022, as follow:

 

Twelve months ending December 31,		Minimum lease payment
2023			25,540
2024			11,200
2025			-
2026			-
2027 and thereafter			-
Total future lease payment			36,740
Amount representing interest			(571	)
Present value of operating lease liabilities			36,169
Less: current portion			25,050
Long-term portion			11,119

 

The following summarizes other supplemental information about the Company’s operating lease as of December 31, 2022:

 

Incremental borrowing rate			2.25	%
Remaining lease terms (years)			1.7 years

 

Note 13 – Subsequent events

 

The Company has assessed all events from December 31, 2022 up to December 11, 2023, unless as disclosed below, there are not any material subsequent events that require disclosure in these financial statements.

 

On October 6, 2023, Ohmyhome (BVI), a wholly owned subsidiary of the Company, entered into an SPA with the Simply Sellers, pursuant to which Ohmyhome (BVI) acquired 350,140 issued and fully paid-up ordinary shares of Simply from the Simply Sellers, representing 100% of the total number of issued shares in the capital of Simply, for the Total Consideration. Simply is a tech-enabled property management company in Singapore. On October 6, 2023, the Company paid the first tranche of the Cash Consideration and issued 171,384 Ordinary Shares to the Simply Sellers, in accordance with the terms of the SPA.

 

With effect from November 8, 2023, the name of the Company was changed from Simply Sakal Pte. Ltd. to Ohmyhome Property Management Pte. Ltd.

 

 

Exhibit 99.2

 

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

 

On October 6, 2023, the Company completed the acquisition of 100% of the equity interest in Simply Sakal Pte. Ltd. (“Simply”), at a total purchase price of S$4.7 million (equivalent to approximately US$3.5 million). The purchase price is structured as S$1.7 million (approximately US$1.25 million) in cash (the “Purchase Cash”), and S$3 million (approximately US$2.25 million) in the form of newly issued shares of the Company.

 

We refer the acquired company, Simply as “the acquired company”. And the corresponding transactions collectively as “Acquisition”.

 

The following unaudited pro forma combined financial information of the Company and the acquired company is presented to illustrate the estimated effects of the Acquisition described below (“Adjustments” or “Pro Forma Adjustments”).

 

The unaudited pro forma combined balance sheet as of December 31, 2022 combines the historical balance sheet of the Company and the balance sheet of the acquired company, after giving effect to the Acquisition as if it had occurred on December 31, 2022. The unaudited pro forma statement of operations for the year ended December 31, 2022 combines the historical statement of comprehensive loss of the Company and the statement of profit or loss and other comprehensive income or loss of the acquired company, after giving effect to the Acquisition as if it had occurred on January 1, 2022. These unaudited pro forma combined balance sheet and unaudited pro forma combined statement of operations are referred to collectively as the “pro forma financial information.”

 

The pro forma financial information should be read in conjunction with the accompanying notes. In addition, the pro forma financial information is derived from and should be read in conjunction with the following historical financial statements and accompanying notes of the Company and the acquired company:

 

(i) audited financial statements as of and for the fiscal year ended December 31, 2022 and the related notes included in the annual report on Form 20-F for the year ended December 31, 2022 filed by the Company; and

 

(ii) audited financial statements of Simply as of and for the year ended December 31, 2022 and the related notes included in this registration statement.

 

 

UNAUDITED PRO FORMA COMBINED BALANCE SHEETS

 

		As of December 31, 2022								Pro Forma Adjustment
		Ohmyhome Historical				Simply Historical				for Acquisitions				Note			Pro Forma Combined
		SGD				SGD				SGD							SGD
ASSETS
Current assets
Cash and cash equivalents			301,433				744,677				-							1,046,110
Accounts receivable, net			243,716				287,639				-							531,355
Prepayments			51,774				5,265				-							57,039
Short-term loan to a director			-				100,967				-							100,967
Other current assets, net			6,613				-				-							6,613
Total current assets			603,536				1,138,548				-							1,742,084
Property and equipment, net			35,362				25,198				-							60,560
Non-current assets
Intangible assets			-				337,876				-							337,876
Deposit			98,719				18,134				-							116,853
Deferred initial public offering (“IPO”) costs			676,321				-				-							676,321
Operating lease right-of-use assets, net			754,852				35,879				-							790,731
Goodwill			-				-				3,514,082			B				3,514,082
Total non-current assets			1,529,892				391,889				3,514,082							5,435,863
Total assets			2,168,790				1,555,635				3,514,082							7,238,507
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Bank loans, current portion			305,965				51,525				-							357,490
Accounts payable			67,730				28,482				-							96,212
Accrued liabilities and other payables			229,195				71,949				-							301,144
Contract liabilities			194,300				-				-							194,300
Amount due to a shareholder			2,290,044				12,628				-							2,302,672
Deferred government subsidies, current			-				8,354				-							8,354
Operating lease obligation, current			319,255				25,050				-							344,305
Short-term payable for acquisition			-				-				513,600			B				513,600
Tax payable			25,101				48,143				-							73244
Total current liabilities			3,431,590				246,131				513,600			B				4,191,321
Non-current liabilities:
Bank loans, non-current portion			475,737				81,759				-							557,496
Deferred government subsidies, non-current			-				18,708				-							18,708
Operating lease obligation, non-current			444,571				11,119				-							455,690
Long-term payable for acquisition			-				-				1,198,400			B				1,198,400
Total non-current liabilities			920,308				111,586				1,198,400			B				2,230,294
Total liabilities			4,351,898				357,717				1,712,000			B				6,421,615
SHAREHOLDERS’ EQUITY
Ordinary shares			21,970				1,783,001				(1,783,001	)		B				21,970
Additional paid-in capital			11,292,123				-				3,000,000			B				14,292,123
Accumulated other comprehensive income			36,153				-											36,153
Accumulated deficit			(13,131,513	)			(585,083	)			585,082			B				(13,131,513	)
Total Ohmyhome Limited shareholder’s equity			(1,781,267	)			1,197,918				1,802,082							1,218,733
Non-controlling Interests			(401,841	)			-				-							(401,841	)
Total shareholders’ equity			(2,183,108	)			1,197,918				1,802,082							816,892
Total liabilities and shareholders’ equity			2,168,790				1,555,635				3,514,082							7,238,507

 

The accompanying notes are an integral part of these financial statements

 

 

UNAUDITED PRO FORMA

COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

 

		As of December 31, 2022
		Ohmyhome Historical				Simply Historical				Pro Forma Adjustment for Acquisitions				Note				Pro Forma Combined
		SGD				SGD				SGD								SGD
Operating revenues			7,025,592				2,647,140				-								9,672,732
Cost of revenues			(4,708,678	)			(1,952,869	)			-								(6,661,547	)
Gross profit			2,316,914				694,271				-								3,011,185
Operating expenses
Technology and development expenses			(1,767,730	)			-				-								(1,767,730	)
Selling and marketing expenses			(1,926,003	)			-				-								(1,926,003	)
General and administrative expenses and other staff expenses			(1,854,521	)			(1,249,730	)			(60,809	)			A				(3,165,060	)
Depreciation and amortization expenses			-				(60,809	)			60,809				A				-
Total operating expenses			(5,548,254	)			(1,310,539	)			-								(6,858,793	)
Loss from operations			(3,231,340	)			(616,268	)			-								(3,847,608	)
Other income (expense):
Interest expense, net			(35,167	)			(3,580	)			-								(38,747	)
Other income, net			192,466				228,640				-								421,106
Total other income, net			157,299				225,060				-								382,359
LOSS BEFORE INCOME TAXES			(3,074,041	)			(391,208	)			-								(3,465,249	)
Income tax expense			-				(7	)			-								(7	)
NET LOSS			(3,074,041	)			(391,215	)			-								(3,465,256	)
Less: Net loss attributable to non-controlling interest			(21,041	)			-				-								(21,041	)
Net loss attributable to OHMYHOMELTD			(3,053,000	)			(391,215	)			-								(3,444,215	)
NET LOSS			(3,074,041	)			(391,215	)			-								(3,465,256	)
OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustment			26,156				-				-								26,156
TOTAL COMPREHENSIVE LOSS			(3,047,885	)			(391,215	)			-								(3,439,100	)
Less: Comprehensive loss attributable to non-controlling interests			(21,041	)			-				-								(21,041	)
COMPREHENSIVE LOSS ATTRIBUTABLE TO OHMYHOME LIMITED			(3,026,844	)			(391,215	)			-								(3,418,059	)
Weighted average number of ordinary shares:
Basic			16,250,000																16,250,000
Diluted (assuming issuance of maximum number of shares to Simply)			16,935,536																16,935,536
LOSS PER SHARE – BASIC			(0.19	)															(0.21	)
LOSS PER SHARE – DILUTED			(0.19	)															(0.20	)

 

The accompanying notes are an integral part of these financial statements

 

 

NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS

 

1. Basis of Presentation

 

The pro forma financial information was prepared in conformity with Article 11 of Regulation S-X. The pro forma financial information for acquisitions was prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805, “Business Combinations” (“ASC 805”) and was derived from the audited historical financial statements of the Company and the acquired company.

 

The pro forma financial information has been prepared by the Company for illustrative and informational purposes only in accordance with Article 11. The pro forma financial information is not necessarily indicative of what the Company’s statement of comprehensive loss or balance sheet actually would have been had the Acquisition and other Adjustments been completed as of the dates indicated or will be for any future periods. The pro forma financial information does not purport to project the Company’s future financial position or results of operations following the completion of the Acquisition.

 

The Company is still in the process of performing a full review of the acquired companies’ accounting policies to determine if there are any additional material differences that require modification or reclassification of the acquired companies’ revenues, expenses, assets or liabilities to conform to the Company’s accounting policies and classifications. As a result of that review, the Company may identify differences between the accounting policies of the companies that, when conformed, could have a material impact on the pro forma financial information.

 

2. Consideration and Purchase Price

 

Consideration and Purchase Price of Simply

 

Before the Simply Sakal Acquisition, the Company previously held nil shares of Simply and the ownership of Simply was nil. On October 6, 2023, the Company, through its wholly owned subsidiary, Ohmyhome (BVI), completed the acquisition of 100% of the issued and outstanding shares of Simply, at a total consideration of S$4,712,000, consisting of S$1,712,000 in cash and S$3,000,000 in the form of consideration shares. Upon completion of the Simply Sakal Acquisition, Simply became an indirect wholly-owned subsidiary of the Company.

 

The following table presents the calculation of preliminary purchase consideration:

 

		SGD
Purchase price at acquisition close on October 6, 2023			4,712,000
Fair value of non-controlling shareholders			-
Total allocated purchase price			4,712,000

 

The allocation of the consideration is preliminary and pending finalization of various estimates, inputs and analyses. Since this pro forma financial information has been prepared based on preliminary estimates of consideration and fair values attributable to the Simply Sakal Acquisition, the actual amounts eventually recorded in accordance with the acquisition method of accounting, including the identifiable intangibles and goodwill, may differ materially from the information presented.

 

According to the SPA, the total number of Consideration Shares to be allotted and issued to the Simply Sellers shall be no less than 450,000 Ordinary Shares, and no more than 685,536 Ordinary Shares.

 

 

3. The allocation of the purchase price

 

The following table presents the preliminary purchase price allocation of the assets acquired and the liabilities assumed as if the Acquisition occurred on December 31, 2022.

 

Preliminary purchase price allocation of Simply

 

		SGD
ASSETS
Cash and bank balances			744,677
Accounts receivable, net			287,639
Prepayments			5,265
Short-term loan to a director			100,967
Deposits			18,134
Property and equipment, net			25,198
Intangible Assets			337,876
Operating lease right-of-use assets, net			35,879
Goodwill			3,514,082
Total assets			5,069,717
LIABILITIES
Accounts payable			28,482
Accrued liabilities and other payables			71,949
Bank loans, current portion			51,525
Deferred government subsidies, current			8,354
Operating lease obligation, current			25,050
Tax payable			48,143
Bank loans, non-current portion			81,759
Operating lease obligation, non-current			11,119
Deferred government subsidies, non-current			18,708
Total liabilities			357,717
Total Allocated Purchase Price			4,712,000
Cash Consideration			1,712,000
Share Consideration			3,000,000

 

The business combination accounting is not yet final, and the amounts assigned to the assets acquired and the liabilities assumed are provisional. Therefore, this may result in future adjustments to the provisional amounts as new information is obtained about the facts and circumstances that existed at the acquisition date. The final purchase price allocation will be determined when the Company has completed the detailed valuations and necessary calculations. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments.

 

4. Pro Forma Adjustments for Acquisitions

 

A. Reflects the adjustments to conform the accounting and presentation of assets and liabilities to the accounting and presentation of the Company.

 

B. Reflects the preliminary purchase price allocation recorded, and the elimination of the acquired companies’ net assets balances in accordance with the acquisition method of accounting.

 

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