OMH 6-K
Ohmyhome Ltd (OMH)
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 June 2026
Commission File Number: 001-41647
OHMYHOME LIMITED
(Translation of registrant’s name into English)
243 Alexandra Road
#02-01 BS Centre
Singapore 159932
(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 REPORT ON FORM 6-K
Entry into Debt Waiver and Release Agreement
On May 31, 2026, Ohmyhome Limited (the “Company”) entered into a debt waiver and release agreement (the “Debt Waiver Agreement”) with its wholly-owned subsidiary, Ohmyhome (BVI) Limited (“Ohmyhome BVI”). Under the Debt Waiver Agreement, the Company irrevocably and unconditionally waived and released all obligations and liabilities owed by Ohmyhome BVI to the Company, totaling SGD 19,019,173.33 (approximately $14.73 million) (the “Debt Waiver”). This waived amount consisted of (i) SGD 16,225,131.03 of assigned debt previously owed by Ohmyhome Pte. Ltd. (“Ohmyhome Singapore”), a subsidiary of Ohmyhome BVI, to the Company, and (ii) SGD 2,794,042.30 in interest-free loans provided directly by the Company to Ohmyhome BVI.
The audit committee and the board of directors of the Company (the “Board”) determined that the Debt Waiver was in the best interests of the Company to strengthen Ohmyhome BVI’s financial position.
The foregoing description of the Debt Waiver Agreement does not purport to be complete and is qualified in its entirety by the full text of the Debt Waiver Agreement. A copy of the form of the Debt Waiver Agreement is attached hereto as Exhibit 10.1.
Entry into Share Purchase Agreement
On June 17, 2026, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with Sterling Oat Ltd. (the “Buyer”), pursuant to which the Company agreed to sell all of its shares in Ohmyhome BVI to the Buyer for a purchase price of $1 (the “Divestiture”).
Ohmyhome BVI is the holding company of Ohmyhome Singapore and its subsidiaries, which are engaged in providing real estate brokerage and property-related services in Singapore and Malaysia. These services include property brokerage, property management, renovation and home improvement services, mortgage referrals, legal referrals and other ancillary property-related services. The Board approved the Divestiture after evaluating the declining revenues and ongoing operating losses of Ohmyhome BVI and its subsidiaries. The transaction aligns with the Company’s plan to exit its real estate brokerage and property-related services business and focus on expanding its digital marketing services business.
The purchase price of Divestiture was determined based on the net asset position of Ohmyhome BVI, which was negative $14.77 million as of March 31, 2026.
The Divestiture closed on May 31, 2026. Following the completion of the Divestiture, the Company is no longer engaged in the real estate brokerage and property-related services business, and will now focus on its digital marketing services, including digital marketing strategy development, promotional content creation, online advertising campaign execution, multi-channel marketing and performance monitoring.
The foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Share Purchase Agreement. A copy of the form of the Share Purchase Agreement is attached hereto as Exhibit 10.2.
Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Debt Waiver Agreement | |
| 10.2 | Form of Share Purchase Agreement |
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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: June 18, 2026 | Ohmyhome Limited | ||
| By: | /s/ Agus Prasetyo | ||
| Name: | Agus Prasetyo | ||
| Title: | Chief Executive Officer | ||
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Exhibit 10.1
DEBT WAIVER AND RELEASE AGREEMENT
This DEBT WAIVER AND RELEASE AGREEMENT (this “Agreement”) is entered into on the 31st May 2026 (the “Effective Date”), by and between:
Ohmyhome Limited, a company incorporated under the laws of the Cayman Islands, with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands (the “Parent” or “Creditor”); and
Ohmyhome (BVI) Limited, a company incorporated under the laws of the British Virgin Islands, with its registered office at Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, VG1110, British Virgin Islands (the “Subsidiary” or “Debtor”).
(Each of the Parent and the Subsidiary is a “Party” and collectively the “Parties”.)
RECITALS
WHEREAS, the Parent is a publicly traded company listed on the Nasdaq Stock Market (“Nasdaq”);
WHEREAS, the Subsidiary is a direct, wholly-owned subsidiary of the Parent;
WHEREAS, as of the Effective Date, the Subsidiary owes the Parent an aggregate amount of SGD 19,019,173.33 (the “Debt”), which mainly consists of:
(1) pursuant to a DEBT ASSIGNMENT AND ASSUMPTION AGREEMENT entered into on May 31, 2026 among the Parent, the Subsidiary and Ohmyhome Pte. Ltd, the parties agreed to transfer the entire indebtedness of SGD16,225,131.03 owed by Ohmyhome Pte. Ltd to the Parent, to the extent that the indebtedness owed by the Subsidiary to the Parent is SGD 16,225,131.03 and Ohmyhome Pte. Ltd is no longer owed to the Parent; and
(2) the Subsidiary owes the Parent SGD 2,794,042.30 on its balance sheet, which is mainly attributable to an interest-free loan provided by the Parent to the Subsidiary.
WHEREAS, the Parent has determined that it is in the best interest of the Parent and its shareholders to waive and forgive the Debt in its entirety to strengthen the Subsidiary’s balance sheet and improve its financial position; and
NOW, THEREFORE, the Parties agree as follows:
1. WAIVER AND FORGIVENESS
1.1 Waiver: As of the Effective Date, the Parent hereby irrevocably and unconditionally waives, forgives, and releases the Subsidiary from any and all obligations, liabilities, and claims arising out of or in connection with the Debt.
1.2 Extinguishment: The Parties acknowledge and agree that upon the execution of this Agreement, the Debt shall be deemed fully satisfied and extinguished, and the Subsidiary shall have no further obligation to repay the Debt to the Parent.
1.3 Full and Final Settlement. Except for the debt waiver expressly provided for in this Agreement, any and all other claims, debts or liabilities (if any) not covered by this Agreement are also fully waived. Upon execution of this Agreement, the Parent and the Subsidiary (including any subsidiaries of the Subsidiary) shall have no receivables or payables whatsoever between or among each other.
2. REPRESENTATIONS AND WARRANTIES
2.1 Authority: Each Party represents that it has the full corporate power and authority to enter into this Agreement and that the execution has been duly authorized by all necessary corporate actions, including, but not limited to, approval by the Audit Committee and/or the Board of Directors of the Parent (as required by Nasdaq Listing Rules and the Parent’s internal policies).
2.2 Solvency: The Subsidiary represents that the waiver of the Debt will assist the Subsidiary and its subsidiaries in maintaining their operations and improving their solvency status.
3. GOVERNING LAW AND DISPUTE RESOLUTION
3.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of laws principles), provided that corporate authority matters shall be governed by the laws of the Cayman Islands and the British Virgin Islands, respectively.
3.2 Dispute Resolution: Any dispute arising out of this Agreement shall be submitted to the exclusive jurisdiction of the courts located in Cayman Islands.
4. MISCELLANEOUS
4.1 Counterparts: This Agreement may be executed in any number of counterparts, including by electronic signature, each of which shall be deemed an original.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first written above.
| Ohmyhome Limited | ||
| By: | ||
| Name: | PRASETYO Agus | |
| Title: | Chief Executive Officer | |
| Ohmyhome (BVI) Limited | ||
| By: | ||
| Name: | Rhonda Wong | |
| Title: | Director | |
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Exhibit 10.2
SHARE PURCHASE AGREEMENT
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on the 17th day of June, 2026 (the “Effective Date”), by and among:
Ohmyhome Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, and listed on the Nasdaq Stock Market (the “Seller”); and
Sterling Oat Ltd., a company incorporated under the laws of the British Virgin Islands, with its business office at 7 Kovan road #12-28 Singapore 544896 (the “Buyer”).
The Seller and the Buyer are collectively referred to as the “Parties” and each individually as a “Party.”
RECITALS
WHEREAS, the Seller is the legal and beneficial owner of all of the issued and outstanding shares in the capital of Ohmyhome (BVI) Limited, a company incorporated under the laws of the British Virgin Islands, representing 100% of the equity interest in the Company (the “Target Shares”);
WHEREAS, the Seller desires to sell the Target Shares to the Buyer, and the Buyer desires to purchase the Target Shares from the Seller, upon the terms and subject to the conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the Parties agree as follows:
ARTICLE I: PURCHASE AND SALE
1.1 Sale and Purchase of Shares Subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Seller shall sell, assign, transfer and convey to the Buyer, and the Buyer shall purchase from the Seller, the Shares free and clear of all liens, encumbrances, claims or restrictions of any kind.
ARTICLE II: CONSIDERATION AND PAYMENT TERMS
2.1 The aggregate Purchase Price for the Shares shall be US$1.00.
2.2 The Purchase Price shall be paid in USD by wire transfer to the bank account designated by the Seller as follows:
(a) Payment: Upon satisfaction of the conditions to Closing and completion of the transfer of the Shares (including execution of the instrument of transfer and update of the Company’s Register of Members), the Buyer shall pay the Purchase Price, i.e., US$1.00 (the “Payment”), within 5 business days after the Parties mutually confirm in writing that the transfer has been duly completed (the “Closing Confirmation”).
ARTICLE III: CLOSING AND COMPLETION
3.1 The closing of the transactions contemplated hereby (the “Closing”) shall take place remotely via electronic exchange of documents on a date to be mutually agreed by the Parties, but no later than 30 days after the Agreement Date (the “Closing Date”), or at such other time and place as the Parties may agree.
3.2 At Closing
(a) The Seller shall deliver to the Buyer: (i) a duly executed instrument of transfer in respect of the Shares in a form reasonably acceptable to the Buyer and compliant with the BVI Business Companies Act; (ii) the original share certificate(s) for the Shares; and (iii) such other documents as may be required to effect the transfer and update the Company’s Register of Members.
(b) The Buyer shall deliver the Final Payment in accordance with Section 2.2(b) upon receipt of the Closing Confirmation.
(c) The Parties shall cause the Company to update its Register of Members to reflect the Buyer as the sole registered holder of the Shares.
ARTICLE IV: REPRESENTATIONS AND WARRANTIES
4.1 Seller’s Representations. The Seller represents and warrants to the Buyer that:
Authority: The Seller has the full corporate power and authority to enter into this Agreement. The execution of this Agreement has obtained all necessary authorizations.
Compliance: To the Seller’s knowledge, the transaction does not violate any rules or regulations applicable to the Seller.
Ownership: The Seller is the sole legal and beneficial owner of the Target Shares, and such shares are fully paid and non-assessable.
4.2 Buyer’s Representations. The Buyer represents and warrants to the Seller that:
Solvency and Funds: The Buyer has sufficient and legally obtained funds (compliant with Anti-Money Laundering laws) to satisfy the Purchase Price.
Authorization: The Buyer has obtained all necessary internal approvals to execute this transaction.
ARTICLE V: COVENANTS AND REGULATORY COMPLIANCE
5.1 The Parties shall cooperate to effect the transfer, including obtaining any necessary regulatory consents (if applicable) and updating beneficial ownership information in accordance with BVI requirements.
5.2 Each Party shall indemnify the other against losses arising from any breach of its representations, warranties or covenants hereunder.
ARTICLE VI: GOVERNING LAW AND DISPUTE RESOLUTION
6.1 This Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in British Virgin Islands under the rules of British Virgin Islands.
ARTICLE VII: MISCELLANEOUS
7.1 Expenses. Each Party shall bear its own costs and expenses in connection with this Agreement, except as otherwise provided.
7.2 Counterparts. This Agreement constitutes the entire understanding between the Parties. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Each Party shall execute such further documents as reasonably required to give full effect to this Agreement.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first written above.
| SELLER: | ||
| Ohmyhome Limited | ||
| By: | ||
| Name: | PRASETYO Agus | |
| Title: | Chief Executive Officer | |
| BUYER: | ||
| Sterling Oat Ltd. | ||
| By: | ||
| Name: | ||
| Title: | Authorized Signatory | |
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