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 July 2026
Commission
File Number: 001-41647
OHMYHOME
LIMITED
(Translation
of registrant’s name into English)
1
Kampong Ampat
#08-11 One KA MacPherson
Singapore 368314
(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 ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
Entry
into Securities Purchase Agreement
On
July 27, 2026, Ohmyhome Limited (the “Company”) entered into a securities purchase agreement (the “Securities Purchase
Agreement”) with an accredited investor (“Purchaser,” together with the Company, the “Parties”) in connection
with a registered direct offering for the offer and sale of 8,000,000 Class A ordinary shares of the Company, par value $0.01 per share
(“Class A Ordinary Shares”) and pre-funded warrants to purchase 12,000,000 Class A Ordinary Shares (“Pre-Funded Warrants”),
in the aggregate (such offering, the “Offering”).
The
Pre-Funded Warrants have an exercise price of $0.01 per share, and each Pre-Funded Warrant is exercisable for one Class A Ordinary Share
(the shares underlying the Pre-Funded Warrants, the “Warrant Shares”). A holder of the Pre-Funded Warrants (“Holder”)
will not have the right to exercise any portion of its Pre-Funded Warrants if the Holder, together with its affiliates, would beneficially
own in excess of 9.99% of the number of Class A Ordinary Shares outstanding immediately after giving effect to such exercise. The Pre-Funded
Warrants will be immediately exercisable (subject to the aforementioned beneficial ownership limitation) and may be exercised at any
time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrant may be exercised, in whole or in part, at such
time by means of a cashless exercise, under which cashless exercise the Holder is entitled to receive a number of Warrant Shares under
the terms of the Pre-Funded Warrants. The exercise price of the Pre-Funded Warrants is subject to adjustment for share subdivisions,
share dividends, share consolidations, and other similar transactions of the Class A Ordinary Shares or such other event as further described
in the Pre-Funded Warrants. The Class A Ordinary Shares, the Pre-Funded Warrants, and the Warrant Shares were offered pursuant to the
(i) registration statement on Form F-3 (File No. 333-285637) filed with the U.S. Securities and Exchange Commission (“SEC”)
on March 7, 2025, as amended, and was declared effective by the SEC March 26, 2025, and the (ii) prospectus supplement filed with the
SEC on July 28, 2026.
The
Securities Purchase Agreement also provides each purchaser with a 45-day right to purchase, at $0.20 per share, an additional allocation
of up to 100% of the Class A Ordinary Shares and Warrant Shares purchased by such purchaser at the Offering, with any additional closing
to occur on the first trading day after the applicable election notice.
The
Offering was consummated on July 28, 2026. The Company received net proceeds of approximately $3.63 million from the Offering, after
deducting offering expenses payable by the Company, including placement agent fees, legal fees, and clearing fees. The Company intends
to use the net proceeds from the Offering for general corporate purposes.
In
connection with the Offering, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) on
July 27, 2026 with Univest Securities, LLC (“Univest”), pursuant to which Univest agreed to act as the exclusive placement
agent in connection with the Offering. As compensation to Univest, the Company paid Univest a cash fee of 6.0% of the aggregate gross
proceeds raised in the Offering, and travel and other out-of-pocket expenses, including legal counsel fees and disbursements, in an amount
not to exceed an aggregate of $50,000.
The
Company granted the Placement Agent a 6-month right of first refusal to provide certain investment banking services to the Company, including
in connection with specified underwritten public offerings, private securities offerings and change-of-control or merger transactions,
subject to customary exclusions and FINRA limitations. If the Placement Agent exercises the right, the applicable engagement would be
subject to a separate agreement with customary terms, including fees and indemnification.
The
Placement Agent is entitled to compensation commensurate with the fees, for 6 months from the date of the Placement Agency Agreement,
set forth in the Placement Agency Agreement from the sale of any equity, debt or equity-linked securities to any investor actually introduced
by the Placement Agent to the Company between the date of the Placement Agency Agreement and the closing of this Offering, if such financing
is consummated during such 6-month period.
Appleby,
Cayman Islands counsel to the Company, has issued an opinion to the Company regarding the validity of the Securities. A copy of the opinion
is furnished as Exhibit 5.1 to this Current Report of on Form 6-K (“Form 6-K”).
The
foregoing summaries of the Pre-Funded Warrant, Securities Purchase Agreement and Placement Agency Agreement do not purport to be complete
and are subject to and are qualified in their entirety by copies of such documents filed as Exhibits 4.1, 10.1 and 10.2, respectively
to this Form 6-K and are incorporated herein by reference.
The
Company issued a press release announcing the Offering on July 27, 2026. A copy of the press release is filed herein as Exhibit 99.1
and is incorporated by reference.
EXHIBIT
INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form
of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Appleby |
| 10.1 |
|
Securities
Purchase Agreements |
| 10.2 |
|
Placement
Agency Agreement |
| 99.1 |
|
Press
release dated July 27, 2026 |
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:
|
July
28, 2026 |
Ohmyhome
Limited |
| |
|
|
|
| |
|
By: |
/s/
Agus Prasetyo |
| |
|
Name: |
Agus
Prasetyo |
| |
|
Title: |
Chief
Executive Officer |
Exhibit
99.1
Ohmyhome
Ltd Announces Pricing of $4 Million Registered Direct Offering
SINGAPORE,
July 27, 2026 (GLOBE NEWSWIRE) -- Ohmyhome Ltd (NASDAQ: OMH) (the “Company”), a data- and technology-driven digital marketing
company delivering multi-channel marketing and content solutions for advertisers, today announced that it has entered into securities
purchase agreements with certain institutional investors for the purchase and sale of 20,000,000 Class A Ordinary Shares (the “Shares”)
(or pre-funded warrants in lieu thereof), at an offering price of $0.20 per share in a registered direct offering (the “Offering”).
The purchase price for the pre-funded warrants is identical to the purchase price for Shares, less the exercise price of $0.01 per share.
The
gross proceeds to the Company from the registered direct offering are estimated to be approximately $4 million before deducting the placement
agent’s fees and other estimated offering expenses. The offering is expected to close on or about July 28, 2026, subject to the
satisfaction of customary closing conditions.
Univest
Securities, LLC is acting as the sole placement agent.
The
registered direct offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-285637) previously filed
by the Company with the U.S. Securities and Exchange Commission (“SEC”) and became effective by on March 26, 2025. A final
prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be
available on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the
accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling
+1 (212) 343-8888.
This
press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying
base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC’s website at www.sec.gov.
About
Ohmyhome Ltd
Ohmyhome
Ltd. (Nasdaq: OMH) is a data- and technology-driven digital marketing company delivering multi-channel marketing and content solutions
for advertisers. The Company provides digital marketing strategy, content creation, campaign execution, and performance monitoring services
designed to help clients strengthen their online presence and engage target audiences across digital channels.
For
more information, visit: www.omsw.net
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes
may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking
statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,”
“estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements
to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the
Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations
will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results
and encourages investors to review other factors that may affect its future results in the Company’s registration statement and
in its other filings with the U.S. Securities and Exchange Commission.
Company
Contact
For
more information Investor Relations: ir@omsw.net
