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 October 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 ☐
Entry into Material Definitive Agreement
On October 16, 2026, Ohmyhome Limited (the “Company”)
entered into a securities purchase agreement (the “Securities Purchase Agreement”) with several “non-U.S. Persons”
(as defined in Regulation S of the Securities Act of 1933, as amended) (the “Purchasers”) for a private placement (the “Offering”)
of (i) 3,000,000 Class A ordinary shares (the “Shares”), par value of $0.000005 per share (the “Class A Ordinary Shares”)
and (ii) 3,000,000 warrants (the “Warrants”, and the Class A Ordinary Shares underlying such Warrants, the “Warrant
Shares”), with each Warrant to purchase one (1) Class A Ordinary Share, at a combined price of $1.30 per share and one associated
Warrant. The gross proceeds from this Offering were $3.9 million.
The exercise price to purchase each Warrant Share
is at an initial exercise price of $1.30 per share, subject to adjustment including cashless exercise, however, in no event shall the
cash exercise price be lower than $0.10 per share. The Warrants contain customary adjustment mechanisms upon corporate actions such as
share dividends, share splits and share combinations. The Warrants are exercisable upon issuance and will expire five years from the issuance
date of the Warrants (the “Initial Exercise Date”). Exercise of the Warrants is subject to a 9.99% beneficial ownership limitation.
The Warrants are exercisable for cash, and they may also be exercised on a cashless basis. Notwithstanding the foregoing, if at any time
starting on the 7th calendar day (the “Alternate Cashless Exercise Date”) following the Initial Exercise Date, in lieu of
the Class A Ordinary Shares to be issued in a cashless exercise pursuant to the formula set forth in the Warrants, the holder may, by
delivery of a notice of exercise to the Company, alternatively exchange all, or any part, of the Warrants into such aggregate number of
Class A Ordinary Shares equal to the product of (x) nine (9), multiplied by (y) such aggregate number of Class A Ordinary Shares underlying
such portion of the Warrants to be exercised as specified in such applicable notice of exercise (each, an “Alternate
Cashless Exercise”, and such aggregate number of Class A Ordinary
Shares to be issued in such applicable Alternate Cashless Exercise, the “Alternate Cashless Exercise Amount”).
In addition, all Purchasers have entered into
a lock-up agreement (“Purchaser Lock-Up Agreement”) on October 16, 2026 with the Company, pursuant to which, all Purchasers
agreed that for a period beginning from the signing date of the Purchaser Lock-Up Agreement to twelve (12) months following the closing
date of the PIPE, not to offer or sell any Class A Ordinary Shares beneficially owned, held or thereafter acquired.
The Offering was closed on October 16, 2026. At
closing, the Company issued the Shares and Warrants in exchange for gross proceeds of $3.9 million, before the deduction of customary
expenses. The net proceeds to the Company from the Offering shall be used by the Company for working capital and general corporate purposes.
The Shares and Warrants were issued in reliance
upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation S thereunder. Each Purchaser
represented that they were not residents of the United States or “U.S. persons” as defined in Rule 902(k) of Regulation S
and were not acquiring the Shares or Warrants for the account or benefit of any U.S. person.
The foregoing description of the Warrants, Securities
Purchase Agreement and Purchaser Lock-Up Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Warrants, Securities Purchase Agreement and Purchaser Lock-Up Agreement, forms of which are attached hereto as Exhibits
4.1, 10.1 and 10.2 and are incorporated herein by reference.
Exhibits
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Warrants |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Purchaser Lock-up Agreement |
SIGNATURE
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.
Dated: October 16, 2026
| |
Ohmyhome Limited |
| |
|
|
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By: |
/s/ Agus Prasetyo |
| |
Name: |
Agus Prasetyo |
| |
Title: |
Chief Executive Officer |
