Ohmyhome Limited (OMH) raises about $1.6M via shares and warrant sale

Rhea-AI Filing Summary

Ohmyhome Limited entered into a Securities Purchase Agreement for a private placement of 5,333,331 Class A ordinary shares and 5,333,331 warrants to non-U.S. investors at a combined price of $0.30 per share and associated warrant.

The warrants are exercisable immediately for five years at an initial exercise price of $0.30 per share, with a minimum cash exercise price of $0.10, and from the 7th day holders may alternatively exchange warrant portions into nine times the underlying shares. The transaction is expected to close on July 17, 2026, providing approximately $1.6 million in gross proceeds for working capital and general corporate purposes, relying on Section 4(a)(2) and Regulation S exemptions for non-U.S. persons.

Filing Explained

The July 17 filing leaves closing status mixed while disclosing ownership dilution from 5,333,331 placement shares and further conditional warrant-linked issuance.

Form 6-K is a foreign private issuer's interim report for material home-market information, and this July 17, 2026 filing reports Ohmyhome's entry into a Securities Purchase Agreement for a private placement.

Because it both says the securities were issued and sold and that the placement was expected to close on July 17, 2026, the filing does not cleanly establish completion; issuance of the 5,333,331 Class A shares would increase total shares and reduce existing holders' percentage ownership absent offsetting changes.

Each warrant initially covers one Class A share, is exercisable for five years, and from the seventh calendar day may instead be exchanged for nine times the underlying shares, making further share issuance conditional on holder action.

The filing states that the placement is expected to generate approximately $1.6 million in gross proceeds for working capital and general corporate purposes.

Confirmation of the July 17, 2026 closing, followed by any filing reporting warrant exercise or the nine-times exchange, would establish how much of the described share issuance is completed.

Key Figures

Class A ordinary shares sold: 5,333,331 shares Warrants issued: 5,333,331 warrants Combined price per share and warrant: $0.30 +5 more

8 metrics

Class A ordinary shares sold 5,333,331 shares Private placement under the Securities Purchase Agreement

Warrants issued 5,333,331 warrants Each initially exercisable for one Class A ordinary share

Combined price per share and warrant $0.30 Purchase price for one Class A ordinary share plus one associated warrant

Initial warrant exercise price $0.30 per share Exercise price for each warrant share, subject to adjustment

Minimum cash exercise price $0.10 per share Floor on the cash exercise price for warrant exercises

Gross proceeds approximately $1.6 million Expected total before customary expenses from the private placement

Warrant term 5 years Warrants expire five years from the initial exercise date

Alternative exchange multiple 9 times underlying shares From the 7th day, warrants may be exchanged into nine times the underlying shares

Key Terms

Securities Purchase Agreement, Regulation S, Section 4(a)(2) of the Securities Act of 1933, cashless exercise, +1 more

5 terms

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement with several "non-U.S. Persons""

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Regulation S regulatory

"non-U.S. Persons" (as defined in Regulation S of the Securities Act of 1933"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"reliance upon exemptions from registration provided by Section 4(a)(2) of the Securities Act of 1933"

cashless exercise financial

"subject to adjustment including cashless exercise, however, in no event"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

non-U.S. Persons regulatory

"entered into a Securities Purchase Agreement with several "non-U.S. Persons""

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FAQ

What financing transaction did Ohmyhome (OMH) announce in July 2026?

Ohmyhome entered a Securities Purchase Agreement for a private placement of 5,333,331 Class A ordinary shares and 5,333,331 warrants at a combined price of $0.30, raising approximately $1.6 million in gross proceeds from non-U.S. investors.

How many shares and warrants are included in Ohmyhome (OMH)'s private placement?

The private placement covers 5,333,331 Class A ordinary shares and 5,333,331 warrants. Each warrant initially entitles the holder to purchase one Class A ordinary share, with additional alternative exchange mechanics starting on the seventh day after the initial exercise date.

What are the warrant terms in Ohmyhome (OMH)'s July 2026 financing?

Each warrant is exercisable immediately for five years at an initial $0.30 per-share exercise price, with a minimum cash exercise price of $0.10. From the seventh calendar day, holders may alternatively exchange warrant portions into nine times the underlying number of Class A ordinary shares.

How much capital is Ohmyhome (OMH) expected to raise from this private placement?

Ohmyhome expects to receive approximately $1.6 million in gross proceeds. The company states it intends to use these funds for working capital and general corporate purposes, before deduction of customary transaction expenses.

Who can participate in Ohmyhome (OMH)'s July 2026 private placement?

The purchasers are several "non-U.S. Persons" under Regulation S. Each investor represented they are not U.S. residents or "U.S. persons" and are not acquiring the securities for the account or benefit of any U.S. person, supporting reliance on Regulation S exemptions.

Under which securities law exemptions is Ohmyhome (OMH)'s offering conducted?

The securities are issued and sold in reliance on Section 4(a)(2) of the Securities Act of 1933 and Regulation S. These exemptions permit private offerings to non-U.S. persons outside the United States, subject to the representations described by the purchasers.

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 ☐

Entry into Material Definitive Agreement

On July 17, 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 “Private Placement”) of (i) 5,333,331 Class A ordinary shares, par value $0.01 per share, of the Company (the “Class A Ordinary Shares”) and (ii) 5,333,331 warrants (the “Warrants”, and the Class A Ordinary Shares underlying such Warrants, the “Warrant Shares”), with each Warrant to purchase one Class A Ordinary Share initially, at a combined price of $0.30 per share and one associated Warrant.

The exercise price to purchase each Warrant Share is at an initial exercise price of $0.30 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 are exercisable upon issuance (the “Initial Exercise Date”) and will expire five years from the Initial Exercise Date. In addition, starting on the 7th calendar day following the Initial Exercise Date, the holder of the Warrants may 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.

The Private Placement is expected to close on July 17, 2026, and the Company is expected to receive a gross proceeds of approximately $1.6 million, before the deduction of customary expenses. The Company intends to use the for working capital and general corporate purposes.

The securities referenced therein were issued and sold 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 and were not “U.S. persons” as defined in Rule 902(k) of Regulation S and were not acquiring the Class A Ordinary Shares, Warrants, and Warrant Shares for the account or benefit of any U.S. person.

The foregoing description of the Warrants and the Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Warrants and the Securities Purchase Agreement, forms of which are attached hereto as Exhibits 4.1 and 10.1 and are incorporated herein by reference. 

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Warrants
10.1		Form of Securities Purchase Agreement

1

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 17, 2026	Ohmyhome Limited
	By:	/s/ Agus Prasetyo
	Name:	Agus Prasetyo
	Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 215.1 KB

Other Documents

• EX-4.1 FORM OF WARRANTS 93.4 KB