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Exhibit 99.2

 

OHMYHOME LIMITED

 

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

INDEX TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Unaudited Interim Condensed Consolidated Balance Sheets as of December 31, 2022 and June 30, 2023 F-2
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the six months ended June 30, 2022 and 2023 F-3
Unaudited Interim Condensed Consolidated Statements of Change in Shareholders’ Equity for the six months ended June 30, 2022 and 2023 F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2023 F-5
Notes to Unaudited Interim Condensed Consolidated Financial Statements F-6

 

F-1

 

 

OHMYHOME LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

 

  

December 31,

2022

  

June 30,

2023

  

June 30,

2023

 
   SGD   SGD   USD 
ASSETS               
Current assets               
Cash and cash equivalents   301,433    6,348,186    4,694,362 
Accounts receivable, net   243,716    216,324    159,967 
Prepayments   51,774    127,969    94,630 
Amount due from a shareholder   -    -    - 
Other current assets, net   6,613    299,142    221,209 
Total current assets   603,536    6,991,621    5,170,168 
                
Property and equipment, net   35,362    17,465    12,915 
                
Non-current assets               
Deposits   98,719    98,546    72,873 
Deferred initial public offering (“IPO”) costs   676,321    -    - 
Operating lease right-of-use assets   754,852    593,098    438,585 
Total non-current assets   1,529,892    691,644    511,458 
                
Total assets   2,168,790    7,700,730    5,694,541 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY               
Current liabilities               
Accounts payable   67,730    143,651    106,227 
Contract liabilities   194,300    43,466    32,142 
Accrued liabilities and other payables   229,195    311,554    230,388 
Bank loans, current portion   305,965    292,924    216,612 
Amount due to a shareholder   2,290,044    -    - 
Operating lease obligation   319,255    325,531    240,724 
Taxes payable   25,101    -    - 
Total current liabilities   3,431,590    1,117,126    826,093 
                
Non-current liabilities:               
Bank loans, non-current portion   475,737    331,123    244,859 
Operating lease obligation, non-current portion   444,571    280,514    207,435 
Total non-current liabilities   920,308    611,637    452,294 
                
Total liabilities   4,351,898    1,728,763    1,278,387 
                
COMMITMENTS AND CONTINGENCIES   -     -     -  
                
SHAREHOLDERS’ EQUITY               
Ordinary Shares, US$0.001 par value, 500,000,000 shares authorized, 16,250,000 shares issued and outstanding as of December 31, 2022 and 19,050,000 shares issued and outstanding as of June 30, 2023, respectively   21,970    25,692    19,050 
Additional paid-in capital   11,292,123    21,907,954    16,200,462 
Accumulated other comprehensive income   36,153    68,561    50,700 
Accumulated deficit   (13,131,513)   (15,606,369)   (11,540,613)
Total OHMYHOME LIMITED shareholders’ equity   (1,781,267)   6,395,838    4,729,599 
                
Non-controlling interests   (401,841)   (423,871)   (313,445)
Total shareholders’ equity   (2,183,108)   5,971,967    4,416,154 
Total liabilities and shareholders’ equity   2,168,790    7,700,730    5,694,541 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

 

F-2

 

 

OHMYHOME LTD

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

   2022   2023   2023 
   For the Six Months Ended June 30, 
   2022   2023   2023 
   SGD   SGD   USD 
             
Operating revenues               
- Brokerage services               
Independent Third Parties   1,692,773    1,334,438    986,791 
Related Parties   2,900    11,288    8,347 
Revenue from brokerage Services   1,695,673    1,345,726    995,138 
- Emerging and other services               
Independent Third Parties   638,776    310,255    229,429 
Related Parties   1,048,065    511,040    377,904 
Revenue from emerging and other services   1,686,841    821,295    607,333 
                
Total operating revenues   3,382,514    2,167,021    1,602,471 
                
Cost of revenues               
- Brokerage services   (815,061)   (732,930)   (541,988)
- Emerging and other services   (1,041,081)   (630,446)   (466,203)
Total cost of revenues   (1,856,142)   (1,363,376)   (1,008,191)
                
Gross profit   1,526,372    803,645    594,280 
                
Operating expenses               
Technology and development expenses   (857,584)   (1,096,651)   (810,952)
Selling and marketing expenses   (1,003,189)   (848,504)   (627,453)
General and administrative expenses   (806,158)   (1,485,521)   (1,098,516)
Total operating expenses   (2,666,931)   (3,430,676)   (2,536,921)
                
Loss from operations   (1,140,559)   (2,627,031)   (1,942,641)
                
Other income (expense):               
Interest income   3,983    24,454    18,083 
Interest expense   (18,740)   (16,721)   (12,365)
Government grants   205,113    8,399    6,210 
Foreign exchange gain   14,791    114,013    84,311 
Total other income, net   205,147    130,145    96,239 
                
LOSS BEFORE INCOME TAXES   (935,412)   (2,496,886)   (1,846,402)
Income tax expense   -           
                
NET LOSS   (935,412)   (2,496,886)   (1,846,402)
                
Less: Net loss attributable to non-controlling interest   (15,998)   (22,030)   (16,291)
Net loss attributable to OHMYHOMELTD   (919,414)   (2,474,856)   (1,830,111)
                
NET LOSS   (935,412)   (2,496,886)   (1,846,402)
OTHER COMPREHENSIVE INCOME/(LOSS)               
Foreign currency translation adjustment   (11,736)    32,408    23,966 
TOTAL COMPREHENSIVE LOSS   (947,148)   (2,529,294)   (1,870,368)
Less: Comprehensive loss attributable to non-controlling interests   (15,998)   (22,030)   (16,291)
COMPREHENSIVE LOSS ATTRIBUTABLE TO OHMYHOME LIMITED   (931,150)   (2,507,264)   (1,854,077)
Weighted average number of ordinary shares:               
Basic and diluted   16,250,000    19,050,000    19,050,000 
LOSS PER SHARE – BASIC AND DILUTED   (0.06)   (0.13)   (0.10)

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements

 

F-3

 

 

OHMYHOMELTD

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 

For the six months ended June 30, 2022

 

                             
   Ordinary Shares                     
   No. of shares   Amount  

Additional

paid-in capital

   Accumulated other comprehensive income/(loss)  

Accumulated

Deficit

  

Non-

controlling

Interests

  

Total

shareholders’

equity

 
       SGD   SGD       SGD   SGD   SGD 
Balance, January 1, 2022   16,250,000    21,970    11,292,123    9,997    (10,078,513)   (380,800)   864,777)
                                    
Net loss   -    -    -    -    (919,414)   (15,998)   (935,412)
Foreign currency translation adjustment   -    -    -    (11,736)   -    -    (11,736 
                                    
Balance, June 30, 2022   16,250,000    21,970    11,292,123    (1,739)   (10,997,927)   (396,798)   (82,371)

 

For the six months ended June 30, 2023

 

   Ordinary Shares                     
   No. of shares   Amount  

Additional

paid-in capital

   Accumulated other comprehensive income  

Accumulated

Deficit

  

Non-

controlling

Interests

  

Total

shareholders’

equity

 
       SGD   SGD       SGD   SGD   SGD 
Balance, January 1, 2023   16,250,000    21,970    11,292,123    36,153    (13,131,513)   (401,841)   (2,183,108)
                                    
Issue of new shares   2,800,000    3,722    10,615,831    -    -    -    10,619,553 
Net loss   -    -    -    -    (2,474,856)   (22,030)   (2,496,886)
Foreign currency translation adjustment   -    -    -    32,408    -    -    32,408 
                                    
Balance, June 30, 2023   19,050,000    25,692    21,907,954    68,561    (15,606,369)   (423,871)   5,971,967 
                                    
Balance, June 30, 2023 (USD)   19,050,000    19,050    16,200,462    50,700    (11,540,613)   (313,445)   4,416,154 

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

F-4

 

 

OHMYHOMELTD

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   2022   2023   2023 
   For the Six Months Ended June 30, 
   2022   2023   2023 
   SGD   SGD   USD 
CASH FLOWS FROM OPERATING ACTIVITIES:               
Net loss   (935,412)   (2,496,886)   (1,846,402)
Adjustments to reconcile net loss to net cash used in operating activities:               
Depreciation of property and equipment   10,367    20,777    15,364 
Amortization of operating lease right-of-use assets   130,956    161,754    119,614 
Provision for doubtful accounts   13,810    7,619    5,634 
Changes in assets and liabilities:               
Accounts receivable   25,239    19,773    14,622 
Prepayments   (314,797)   (76,195)   (56,345) 
Other current assets, net   (2,335)   (7,979)   (5,901)
Deposits   (30,474)   173    128 
Accounts payable   4,580    75,921    56,142 
Contract liabilities   951,187    (150,834)   (111,538)
Accrued liabilities and other payables   (39,158)   82,359    60,904 
Other taxes payable   24,306    (25,101)    (18,562)
Operating lease obligation   (129,831)   (157,781)   (116,676)
NET CASH USED IN OPERATING ACTIVITIES   (291,562)   (2,546,400)   (1,883,016)
                
CASH FLOWS FROM INVESTING ACTIVITIES:               
Purchases of property and equipment   (13,168)   (2,880)   (2,130)
Loan to third party   

-

    

(284,550

)   

(210,419

)
Loan repayment by a shareholder   870,728    -     -  
                
NET CASH PROVIDED BY/(USED IN) INVESTING ACTIVITIES   857,560    (287,430)   (212,549)
                
CASH FLOWS FROM FINANCING ACTIVITIES:               
Issue of Share Capital   

-

    

3,722

    

2,752

 
Repayment of due to a shareholder   274,188    (2,290,044)   (1,693,444)
Net IPO proceed   -    11,292,152    8,350,331 
Deferred IPO costs   (138,960)   -     -  
Repayment of bank loans   (153,100)   (157,655)   (116,583)
NET CASH (USED IN)/ PROVIDED BY FINANCING ACTIVITIES   (17,872)   8,848,175    6,543,056 
                
Foreign currency effect   (11,736)   32,408    23,967 
                
NET CHANGE IN CASH AND CASH EQUIVALENTS   536,390    6,046,753    4,471,458 
                
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD   1,220,931    301,433    222,904 
                
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT PERIOD END   1,757,321    6,348,186    4,694,362 
                
SUPPLEMENTAL CASH FLOW INFORMATION:               
Cash paid for:               
Loan Interest   -    10,466    7,739 
Interest expense   18,740    6,255    4,626 
Income tax paid   -    -     -  

 

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

 

F-5

 

 

OHMYHOME LIMITED

NOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1 – Nature of business and organization

 

Ohmyhome Limited (the “Company”) is a holding company incorporated on July 19, 2022, under the laws of the Cayman Islands. The Company has no substantial operations other than holding all of the outstanding share capital of Ohmyhome (BVI) Limited (“Ohmyhome BVI”) established under the laws of the British Virgin Islands (“BVI”) on July 27, 2022. Ohmyhome BVI has no substantial operations other than holding all of the equity interest of Ohmyhome Pte. Ltd. (“Ohmyhome (S)”), a Singapore company incorporated on June 12, 2015.

 

The Company, through its wholly-owned subsidiary, Ohmyhome (S), and its subsidiaries, provides end-to-end property solutions and services for its customers such as brokerage services and emerging and other services, such as home renovation and furnishing services, listing and research, mortgage referral, legal services and insurance referral services.

 

On November 30, 2022, the Company completed a reorganization of Ohmyhome (S) under common control of its then existing shareholders, who collectively owned all the equity interests of Ohmyhome (S) prior to the reorganization. Prior to the re-organization, Ohmyhome (S) was directly owned and controlled by Anthill and the Other Existing Shareholders with 57.79% and 42.21% beneficial ownership interest, respectively. As a result of certain share swaps and related issuances by and among, Anthill and the Other Existing Shareholders, the Company, Ohmyhome (BVI) Limited, and Ohmyhome (S) whereby Ohmyhome (S) ultimately became a wholly-owned subsidiary of Ohmyhome (BVI) Limited, and Ohmyhome (BVI) Limited became a wholly owned subsidiary of the Company, and Anthill and the Other Other Existing Shareholders became the beneficial owners of the Company with percentage ownerships of 57.79% and 42.21%. The Company has accounted for these re-organizations as a transfer of assets between entities under common control in accordance with ASC 805-50-50-3 to 4 because the economic interests of Anthill and the Other Existing Shareholders remained the same immediately before and immediately after the re-organization, as such, the accompanying financial statements include the results of operations of Ohmyhome (S) for two operating periods in accordance with guidance set forth in ASC 805-50-45-2 to 5. The unaudited interim condensed consolidated financial statements are prepared on the basis as if the reorganization became effective as of the beginning of the first period presented in the accompanying unaudited interim condensed consolidated financial statements of the Company.

 

The accompanying unaudited interim condensed consolidated financial statements reflect the activities of the Company and each of the following entities:

 

Name   Background   Ownership %   Principal of activity
Ohmyhome (BVI) Limited  

● A BVI company

● Incorporated on July 27, 2022

  100% owned by the Company   Investment holding
             
Ohmyhome (S)  

● A Singapore company

● Incorporated on June 12, 2015

  100% owned by Ohmyhome BVI   Principally engaged in the provision of a one-stop-shop property platform for its customers
             
Ohmyhome Renovation Pte. Ltd.  

● A Singapore company

● Incorporated on March 5, 2020

  100% owned by Ohmyhome (S)   Principally engaged in design and build, project management for interior decoration projects for residential and commercial units
             
Ohmyhome Insurance Pte. Ltd.  

● A Singapore company

● Incorporated on March 5, 2020

  100% owned by Ohmyhome (S)   Dormant
             
Cora.Pro Pte. Ltd.  

● A Singapore company

● Incorporated on May 31, 2020

  100% owned by Ohmyhome (S)   Principally engaged in distributing technology platform product for property management firms and developers to facilitate communication, facility booking, fee and tax payments.
             
Ganze Pte. Ltd.  

● A Singapore company

● Incorporated on December 7, 2021

  100% owned by Ohmyhome (S)   Principally engaged in interior decoration projects of high-end residential and commercial units
             

Ohmyhome Sdn. Bhd.

(“Ohmyhome (M)”)

 

● A Malaysia company

● Incorporated on January 17, 2019

 

  49% owned by Ohmyhome (S)   Principally engaged in the provision of a one-stop-shop property platform for its customers in Malaysia  
             
Ohmyhome Realtors Sdn. Bhd.  

● A Malaysia company

● Incorporated on January 17, 2019

  49% owned by Ohmyhome (M)*   Principally engaged in the provision of brokerage service for its customers

 

* Where less than 50% of the equity of an investee is held, the Company (through its subsidiaries) holds significantly more voting rights than any other vote holder or organized company of vote holders. An assessment has been made, taking into account all the factors relevant to the relationship with the investee, to ascertain control has been established and the investee should be consolidated as a subsidiary of the Company.

 

F-6

 

 

Note 2 – Liquidity and going concern

 

In assessing the Company’s liquidity, the Company monitors and evaluates its cash and cash equivalent and its operating and capital expenditure commitments.

 

The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. Cash flow from operations and capital contributions and loans from shareholders have been utilized to finance the working capital requirements of the Company. As of June 30, 2023, the Company had negative cash flow from operating activities of S$2,546,400   (US$1,883,016). The Company’s working capital surplus was S$5,874,495 (US$4,344,075) as of June 30, 2023. And the Company had S$6,348,186   (US$4,694,362) in cash and cash equivalents, which is unrestricted as to withdrawal and use as of June 30, 2023. On March 23, 2023, the Company completed its initial public offering. In this offering, the Company issued 2,800,000 Ordinary Shares at a price of US$4.00 per share. The Company received gross proceeds in the amount of US$11.2 million before deducting any underwriting discounts or expenses. In view of these circumstances, the management of the Company has given consideration to the future liquidity and performance of the Company and its available sources of finance in assessing whether the Company will have sufficient financial resources to continue as a going concern.

 

To sustain its ability to support the Company’s operating activities, the Company considered supplementing its sources of funding through the following:

 

cash and cash equivalents generated from operations;
other available sources of financing from Singapore and Malaysia banks and other financial institutions;
financial support from the Company’s related parties and shareholders;
issuance of additional convertible notes; and
obtaining funds through a future initial public offering.

 

Management has commenced a strategy to raise debt and equity. However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business.

 

Based on the above considerations, management believes that the Company has sufficient funds to meet its operating and capital expenditure needs and obligations in the next 12 months. However, there is no assurance that the Company will be successful in implementing the foregoing plans or additional financing will be available to the Company on commercially reasonable terms. There are a number of factors that could potentially arise that could undermine the Company’s plans such as (i) client’s business and areas of operations in Singapore and Malaysia, (ii) changes in the demand for the Company’s services, (iii) government policies, and (iv) economic conditions in Singapore, Malaysia and worldwide. The Company’s inability to secure needed financing when required may require material changes to the Company’s business plan and could have a material impact on the Company’s financial conditions and result of operations.

 

F-7

 

 

Note 3 – Summary of significant accounting policies

 

Basis of presentation

 

Management’s opinion is that the accompanying unaudited interim condensed consolidated 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”) and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results. The results of operations for the six months ended June 30, 2023 are not necessarily indicative of results to be expected for the full year of 2023. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements thereto as of and for the years ended December 31, 2022.

 

Principles of consolidation

 

The unaudited interim condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.

 

Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of Directors, or to cast a majority of votes at the meeting of Directors.

 

Non-controlling interest represents the portion of the net assets of a subsidiary attributable to interests that are not owned by the Company. The non-controlling interest is presented in the unaudited interim condensed consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interest’s operating result is presented on the face of the unaudited interim condensed consolidated statements of income and comprehensive loss as an allocation of the total loss for the year between non-controlling shareholders and the shareholders of the Company.

 

Use of estimates and assumptions

 

The preparation of unaudited interim condensed 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 unaudited interim condensed consolidated financial statements include, but not limited to, estimates for useful lives and impairment of property and equipment, impairment of long-lived assets, deferred taxes and uncertain tax position, and allowance for doubtful accounts and revenue recognition. 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 unaudited interim condensed consolidated 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.

 

F-8

 

 

Foreign currency translation and transaction

 

The accompanying unaudited interim condensed consolidated financial statements are presented in the Singapore Dollars (“SGD” or “S$”), which is the reporting currency of the Company. The functional currency of the Company and its subsidiary in the British Virgin Islands is United States Dollars (“USD” or “US$”), its other subsidiaries which are incorporated in Singapore and Malaysia are SGD and Malaysia ringgit (“RM”), respectively, which are their respective local currencies based on the criteria of ASC 830, “Foreign Currency Matters”.

 

In the unaudited interim condensed consolidated financial statements, the financial information of the Company and other entities located outside of Singapore has been translated into SGD. Assets and liabilities are translated at the exchange rates on the balance sheet date, equity amounts are translated at historical exchange rates, and revenues, expenses, gains and losses are translated using the average rate for the period.

 

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

 

  

June 30,

2022

 

December 31,

2022

 

June 30,

2023

Period-end spot rate  SGD1.00 = RM3.1708  SGD1.00 = RM3.2860  SGD1.00 = RM3.4518
Average rate  SGD1.00 = RM3.1296  SGD1.00 = RM3.1917  SGD1.00 = RM3.3382
          
Period-end spot rate  SGD1.00 = USD0.7193  SGD1.00 = USD0.7460  SGD1.00 = USD0.7395
Average rate  SGD1.00 = USD0.7326  SGD1.00 = USD0.7241  SGD1.00 = USD0.7484

 

Convenience translation

 

Translations of balances in the unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of income, unaudited interim condensed consolidated statements of changes in shareholders’ equity and unaudited interim condensed consolidated statements of cash flows from SGD into USD as of June 30, 2023 are solely for the convenience of the readers and are calculated at the rate of SGD1.00 = USD0.7395, representing the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2023. 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 cash equivalents

 

Cash and cash equivalents primarily consist of bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use. Cash and cash equivalents also consist of 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 most of its bank accounts in Singapore and Malaysia.

 

Accounts receivable and allowance for expected credit losses accounts

 

Accounts receivable include trade accounts due from customers. Accounts are considered overdue after 90 days. Management reviews its receivables on a regular basis to determine if the bad debt allowance is adequate and provides allowance when necessary. The allowance is based on management’s best estimates of specific losses on individual customer 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, 2022 and June 30, 2023, the Company made S$9,102 and S$16,721 (US$12,365) allowance for doubtful accounts for accounts receivable, respectively.

 

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, 2022 and June 30, 2023, no allowance was deemed necessary.

 

F-9

 

 

Deferred IPO costs

 

Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. These costs include legal fees related to the registration drafting and counsel, consulting fees related to the registration preparation, the SEC filing and print related costs. As of December 31, 2022, the accumulated deferred IPO cost was S$676,321 (US$504,567). As of June 30, 2023, the Company had completed its Initial Public Offering, and the accumulated deferred IPO cost was Nil.

 

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.

 

Other current assets, net

 

Other current assets, net, primarily consists of other receivables from third parties. These other receivables are unsecured and are reviewed periodically to determine whether their carrying value has become impaired.

 

As at June 30, 2023, the Company had other receivables include the amount of $284,550 which is a loan that the Company, on May 26, 2023, offered to Ohmyhome Property, Inc. to support working capital for budding real estate agency Ohmyhome Property, Inc., with interest charged at 5% per annum and repayment term of 1 year or 14 days from the date of demand.

 

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 furniture and fittings   3 years
Office equipment   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 unaudited interim condensed consolidated 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.

 

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, 2022 and June 30, 2023, 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.

 

F-10

 

 

  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 consolidated 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 unaudited interim condensed consolidated 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 has 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) revenue from brokerage services, and (2) revenue from emerging and other services.

 

  1) Brokerage services

 

The Company earns brokerage services revenue from provision of brokerage and documentation services for buying, selling, and leasing and renting properties. The Company recognizes commission-based brokerage revenue upon closing of a brokerage transaction and concurrently issues invoice. The transaction price is generally calculated by taking the agreed upon commission rate and applying that to the home’s selling price. Brokerage revenue primarily contains a single performance obligation that is satisfied upon the closing of a transaction, at which point the entire transaction price is earned. We are not entitled to any commission until the performance obligation is satisfied and are not owed any commission for unsuccessful transactions, even if services have been provided. The Company is considered to be the principal agent 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 agency services pursuant to the housing agency service contracts it signed with the housing customers. Accordingly, the Company accounts for the commissions from these agency service contracts on a gross basis, with any commissions paid to other brokerage firms recorded as a cost of revenue. Typical payment terms set forth in the invoice is within 30 days.

 

F-11

 

 

  2) Emerging and other services

 

The Company generates revenues from emerging and other services such as financial services and home renovation and furnishing services. Service fees for emerging and other services are generally recognized as revenues when services are provided.

 

Contract Balances

 

Timing of revenue recognition may differ from the timing of invoicing to customers. For certain services, customers are required to pay before the services are delivered. The Company recognizes a contract asset or a contract liability in the unaudited interim condensed consolidated balance sheets, depending on the relationship between the Group’s performance and the customer’s payment.

 

The Company classifies its right to consideration in exchange for services transferred to a customer as either a receivable or a contract asset. A receivable is a right to consideration that is unconditional as compared to a contract asset which is a right to consideration that is conditional upon factors other than the passage of time. The Company recognizes accounts receivable in its unaudited interim condensed consolidated balance sheets when it performs a service in advance of receiving consideration and if it has the unconditional right to receive consideration. The Company did not have any capitalized contract cost as of December 31, 2022 and June 30, 2023.

 

Contract liabilities are recognized if the Company receives consideration in advance of performance, which is mainly in relation to emerging and other services. The Company expects to recognize a significant majority of this balance as revenue over the next 12 months, and the remainder thereafter. As of December 31, 2022 and June 30, 2023, the contract liabilities of the Company amounted to S$194,300 and S$43,466 (US$32,142), respectively.

 

Cost of revenue

 

Cost of revenue consists primarily of personnel costs (including base pay and benefits), commission fee, property listing fee, referral fee and subcontracting cost.

 

Advertising expenditures

 

Advertising expenditures are expensed as incurred and such expenses were minimal for the periods presented. Advertising expenditures have been included as part of selling and marketing expenses. For the six months ended June 30, 2022 and 2023, the advertising expense amounted to S$533,365 (US$383,633) and S$378,507 (US$279,899), respectively.

 

Technology and development

 

Technology and development expenses primarily include personnel costs (including base pay, bonuses, and benefits), platform development, and maintaining and improving our website and mobile application development costs. We expense research and development costs as incurred and record them in technology and development expenses.

 

Selling and marketing expenses

 

Selling and marketing expenses mainly consist of promotion and marketing expenses, media expenses for online and traditional advertising, as well as labor costs. For the six months ended June 30, 2022 and 2023, the Company’s selling and marketing expenses were S$1,003,189 (US$721,563) and S$848,504 (US$627,453), respectively.

 

F-12

 

 

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.

 

  (2) Employees leave entitlement

 

Employee entitlements to annual leave are recognized as a liability when they are accrued to the employees. The undiscounted liability for leave expected to be settled wholly within the reporting period.

 

Malaysia

 

The full-time employees of the Company are entitled to the government mandated defined contribution plan. The Company is required to accrue and pay for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant government regulations, and make cash contributions to the government mandated defined contribution plan.

 

Government Grant

 

Government grants as compensation for expenses already incurred or for the purpose of giving immediate financial support to the Company during the COVID-19 pandemic. The government evaluates the Company’s eligibility for the grants on a consistent basis, and then makes the payment. Therefore, there are no restrictions on the grants.

 

Government grants are recognized when received and all the conditions for their receipt have been met and are recorded as part of Other Income. The grants received were S$205,113 (US$147,531) and S$8,399 (US$6,210) for the six months ended June 30, 2022 and 2023, respectively from the Singapore Government.

 

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 is the Company’s Chief Executive Officer. Operating and financial metrics are applied to the entire Company as 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 unaudited interim condensed consolidated 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.

 

F-13

 

 

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 unaudited interim condensed consolidated 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 six months ended June 30, 2022 and 2023. The Company had no uncertain tax positions for the six months ended June 30, 2022 and 2023. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

 

Comprehensive loss

 

Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive loss refers to revenues, expenses, gains and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net loss. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the United States dollar as its functional currencies.

 

Loss per share

 

The Company computes loss per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average ordinary share outstanding for the period. Diluted EPS presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended June 30, 2022 and 2023, there were no dilutive shares.

 

F-14

 

 

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 cash equivalents and account receivable. The Company place our cash and cash equivalents with financial institutions with high credit ratings and quality.

 

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

 

Concentration of customers

 

As of December 31, 2022, two customers, one is a provider of general insurance and another is a property consultancy firm, accounted for 10.0% and 25.85% of the account receivables respectively. None of the customers consisted of more than 10% of account receivables as of June 30, 2023, respectively.

 

For the six months ended June 30, 2023, None of the customers contributed more than 10% of revenue. For the six months ended June 30, 2022, one major customer, Mr. Loh Kim Kang David, a shareholder and the Chairman of the board of Directors accounted for 30.9% of the Company’s total revenue. Details will be disclosed in the Note 9.

 

Concentration of vendors

 

For the year ended December 31, 2022, three vendors accounted for 17.0%, 15.4% and 12.8% of total purchases. Two of vendors are providing construction and development services, and one of them is providing search engines, on-line advertising and other computing services.

 

For the six months ended June 30, 2023, one vendor, who is a brokerage and advisory provider, accounted for 18.91% of the Company’s account payable.

 

F-15

 

 

Recent accounting pronouncements

 

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 unaudited interim condensed consolidated balance sheets, unaudited interim condensed consolidated statements of operations and comprehensive loss and unaudited interim condensed consolidated statements of cash flows.

 

Note 4 - 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 unaudited interim condensed consolidated 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.

 

The following table presents the Company’s revenues disaggregated by service lines for the six months ended June 30, 2022 and 2023:

 

   SGD   SGD   USD 
   For the six months ended June 30, 
   2022   2023 
   SGD   SGD   USD 
Brokerage services               
Independent Third Parties   1,692,773    1,334,438    986,791 
Related Parties   2,900    11,288    8,347 
Total revenues   1,695,673    1,345,726    995,138 
Emerging and other services               
Independent Third Parties   638,776    310,255    229,429 
Related Parties   1,048,065    511,040    377,904 
Total revenues   1,686,841    821,295    607,333 
                
Total revenues   3,382,514    2,167,021    1,602,471 

 

The Company elected to utilize practical expedients to exclude from this disclosure the remaining performance obligations that have an original expected duration of one year or less.

 

F-16

 

 

Note 5 – Accounts receivable, net

 

Accounts receivable, net consist of the following:

 

  

December 31,

2022

  

June 30,

2023

  

June 30,

2023

 
   SGD   SGD   USD 
Accounts receivable   252,818    233,045    172,332 
Less: Allowance for expected credit losses accounts   (9,102)   (16,721)   (12,365)
Total accounts receivable, net   243,716    216,324    159,967 

 

Movements of allowance for expected credit losses accounts are as follows:

 

  

December 31,

2022

  

June 30,

2023

  

June 30,

2023

 
   SGD   SGD   USD 
             
Allowance for expected credit losses accounts, beginning balance   23,210    9,102    6,731 
Addition   16,683    7,619    5,634 
Write-off / recovery   (30,791)   -    - 
Allowance for expected credit losses accounts, ending balance   9,102    16,721    12,365 

 

As of the end of each of the financial year, the aging analysis of accounts receivable, net of allowance for expected credit losses accounts, based on the invoice date is as follows:

 

  

December 31,

2022

  

June 30,

2023

  

June 30,

2023

 
   SGD   SGD   USD 
Within 30 days   127,415    202,181    149,509 
Between 31 and 60 days   42,445    6,060    4,481 
Between 61 and 90 days   59,960    2,946    2,178 
More than 90 days   13,896    5,137    3,799 
Total accounts receivable, net   243,716    216,324    159,967 

 

Note 6 – Property and equipment, net

 

Property, plant and equipment, net consist of the following:

 

  

December 31,

2022

  

June 30,

2023

  

June 30,

2023

 
   SGD   SGD   USD 
At cost:               
Office furniture and fittings   150,000    151,850    112,290 
Office Equipment   151,141    152,171    112,527 
Leasehold improvements   9,732    9,732    7,196 
Total   310,873    313,753    232,013 
Accumulated depreciation   (275,511)   (296,288)   (219,098)
Property and equipment, net   35,362    17,465    12,915 

 

Depreciation expense for the six months ended June 30, 2022 and 2023 amounted to S$10,367 (US$7,457) and S$20,777 (US$15,364) respectively.

 

No impairment loss had been recognized for the six months ended June 30, 2022 and 2023, respectively.

 

F-17

 

 

Note 7 – Bank loans

 

Outstanding balances of bank loans consist of the following:

 

Bank Name  Drawn/
Maturities
  Interest Rate   Collateral/Guarantee 

December 31, 2022

SGD

  

June 30,
2023

SGD

  

June 30, 2023

USD

 
CIMB Bank Berhad, Singapore Branch  August 2020 /August 2023   3.00%  Guaranteed by Ms. Rhonda Wong, Chief Executive Officer and Director of the Company and Ms. Race Wong, Chief Operating Officer and Director of the Company   23,005    5,794    4,285 
DBS Bank Ltd.  June 2020 /June 2025   3.00%  Guaranteed by Ms. Rhonda Wong, Chief Executive Officer and Director of the Company and Anthill, major shareholder of the Company   518,715    418,057    309,145 
Maybank Singapore Limited  November 2020/November 2025   2.75%  Guaranteed by Ms. Rhonda Wong, Chief Executive Officer and Director of the Company and Ms. Race Wong, Chief Operating Officer and Director of the Company   239,982    200,196    148,041 
Total              781,702    624,047    461,471 
Bank loans, current portion              305,965    292,924    216,612 
Bank loans, non-current portion              475,737    331,123    244,859 

 

Interest expenses of bank loans for the six months ended June 30, 2022 and 2023 amounted to S$15,022 (US$10,805) and S$10,466 (US$7,739) respectively.

 

The maturities schedule is as follows:

 

Twelve months ending June 30,

 

   SGD   USD 
         
2024   292,924    216,612 
2025   295,651    218,629 
2026   35,472    26,230 
Total   624,047    461,471 

 

F-18

 

 

Note 8 – Accrued liabilities and other payables

 

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

 

  

December 31,

2022

  

June 30,

2023

  

June 30,

2023

 
   SGD   SGD   USD 
             
Accrued payroll and welfare   73,110    64,154    47,440 
Accrued expenses*   13,400    -    - 
GST tax payable**   25,101    -    - 
Other payable***   142,685    247,400    182,948 
Total accrued liabilities, other payables and GST tax payable   254,296    311,554    230,388 

 

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

 

** Mainly refers to Goods and Services Tax (“GST”) payable. Sales revenue and purchase expense represent the invoiced value of goods, net of GST. The sales of the Company’s products and services are subject to a GST on the gross sales price. The Company is subject to GST at the prevailing rate in Singapore (currently 8%) and is exempted Sales and Service Tax from Malaysia. The GST will be offset by GST paid by the Company on purchase of renovation materials and other products, or services included in the cost of providing services and other expenses.

 

*** Other payable mainly consists of payable for other services and utilities expenses.

 

Note 9 – Related party balances and transactions

 

Nature of relationships with related parties

 

Related parties   Relationship
Ms. Rhonda Wong   Shareholder, Director, Chief Executive Officer
Vienna Management Ltd   Shareholder, wholly-owned by the Chairman of the board of Directors
Termbasu Holding Pte Ltd   Owned by the Chairman of the board of Directors
Mr. Loh Kim Kang David (“Mr. Loh”)   Shareholder, the Chairman of the board of Directors
Anthill Corp  

Owned by Ms. Rhonda Wong, Chief Executive Officer and Director of the Company and Ms. Race Wong, Chief Operating Officer and Director of the Company

Ohmyhome Principal Sdn Bhd   Shareholder of Ohmyhome Realtors Sdn Bhd (51% interest)

 

F-19

 

 

Related party balances

 

Transaction nature  Name  As of
December 31, 2022
   As of
June 30, 2023
   As of
June 30, 2023
 
      SGD   SGD   USD 
Amount due to  Vienna Management Ltd   2,290,044i   -    - 
                   
Amount due from  Anthill Corp   -    3,495iii   2,584 
                   
Amount due from 

Ohmyhome Principal Sdn Bhd

   

-

    

4,307

iv   

3,185

 
                   
Contract liability  Mr. Loh   103,908ii   -    - 

 

i On May 1, 2019, the Company entered into an interest-free loan facility agreement with Vienna Management Ltd for a revolving loan facility agreement up to S$2.0 million for general working capital and general corporate purposes. The amount of S$2,290,044 (US$1,708,478) had been fully settled.

 

ii On February 25, 2022, the Company entered into a services agreement with Mr. Loh., with a term from February 25, 2022, to complete a renovation project in consideration S$3,618,250 (US$2,699,381). For the six months ended June 30, 2022, the project was not completed and Mr. Loh. paid to the Company in consideration S$2,075,347 (US$1,492,733). The Company received in advance of completion of performance obligations under an agreement amounted to S$1,028,481 (US$739,755) as of June 30, 2022. During the six months ended of June 30, 2022, the Company recognized revenue S$1,046,866 (US$752,978) for the project. During the six months ended of June 30, 2023, the Company recognized revenue S$511,040 (US$377,904) for the project. The whole project was completed by 30th January 2023.

 

iii On June 22, 2023, the Company extended payment for Notarization services for Anthill Corp in view of operational urgency. This amount will be recovered by December 31, 2023 from Anthill Corp.

 

iv As at June 30, 2023, Ohmyhome Sdn Bhd, Ohmyhome Realtors Sdn Bhd and Ohmyhome Pte Ltd had extended payment for Corporate Secretarial services for Ohmyhome Principal Sdn Bhd in view of operational urgency, for S$3,446 (US$2,548), S$846 (US$626) and S$15 (US$11) respectively. This amount   will be recovered by December 31, 2023 from Ohmyhome Principal Sdn Bhd.

 

Related party transactions

 

Transaction nature  Name  June 30, 2022   June 30, 2023   June 30, 2023 
      SGD   SGD   USD 
Brokerage services provided to  Ms. Rhonda Wong   2,900    288    213 
Brokerage services provided to  Mr. Loh   -    11,000    8,134 
Emerging and other services to  Mr. Loh   1,046,866    511,040    377,904 
Emerging and other services to  Ms. Rhonda Wong   1,199    -    - 

 

  (1) Ms. Rhonda Wong engaged the Company to perform aircon cleaning for her house and the project was completed during the six months ended June 30, 2023, and Ms. Rhonda Wong paid a service fee of S$288 (US$213) to the Company.

 

  (2) Mr. David Loh engaged the Company to look for a tenant for a property and was completed during the six months ended June 30, 2023. Mr. David Loh paid a service fee of S$11,000 (US$8,134) to the Company.

 

  (3) Details have been disclosed above for revenue recognized for the services agreement with Mr. David Loh for S$511,040 (US$377,904).

 

Note 10 – Income taxes

 

Caymans and BVIs

 

The Company and its subsidiary are domiciled in the Cayman Islands and the British Virgin Islands, respectively. Both localities currently enjoy permanent income tax holidays; accordingly, the Company and Ohmyhome BVI do not accrue income taxes.

 

F-20

 

 

Singapore

 

Ohmyhome (S), Ohmyhome Renovation Pte Ltd, Ohmyhome Insurance Pte Ltd, Cora Pro Pte Ltd and Ganze Pte. Ltd. are incorporated in Singapore and are 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. As of December 31, 2022 and six months ended June 30,2023, the Company did not generate net taxable income to utilize net operating loss, which will carry forwards to offset future taxable income.

 

Malaysia

 

Ohmyhome Sdn Bhd and Ohmyhome Realtors Sdn Bhd are subject to Malaysia Corporate Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Malaysia tax laws. The standard corporate income tax rate in Malaysia is 24%. However, if the company has a paid-up capital of MYR 2.5 million or less, and gross income from business of not more than MYR 50 million, the tax rate will be 17% on the first MYR 600,000 and 24% on amount exceeding MYR 600,000.

 

The operations in Malaysia incurred cumulative net operating losses which can be carried forward for a maximum period of seven consecutive years to offset future taxable income.

 

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

 

  

For the six
months ended
June 30,

2022

  

For the six
months ended
June 30,

2023

  

For the six
months ended
June 30,

2023

 
   SGD   SGD   USD 
Tax jurisdiction from:               
Singapore   (901,038)   (2,521,503)   (1,864,603)
Malaysia   (34,374)   (40,623)   (30,040)
Loss before income taxes provision   (935,412)   (2,562,126)   (1,894,643)

 

The provision for income taxes consisted of the following:

 

  

December 31,

2022

  

June 30,

2023

  

June 30,

2023

 
   SGD   SGD   USD 
Deferred tax assets:               
Singapore   503,121    386,535    285,835 
Malaysia   19,466    6,906    5,106 
                
Less: valuation allowance               
Singapore   (503,121)   (386,535)   (285,835)
Malaysia   (19,466)   (6,906)   (5,106)
Deferred tax assets   -    -    - 

 

F-21

 

 

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, 2022 and June 30, 2023, 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 six months period ended June 30, 2022 and 2023 and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from June 30, 2023.

 

Note 11 – Equity

 

Ordinary shares

 

For the sake of undertaking a public offering of the Company’s ordinary shares, the Company has performed a series of re-organizing transactions resulting in 16,250,000 shares of ordinary shares outstanding that have been retroactively restated to the beginning of the first period presented. A further 2,800,000 shares were issued by June 30, 2023, resulting in 19,050,000 shares of ordinary shares outstanding as at June 30, 2023. The Company only has one single class of ordinary shares that are accounted for as permanent equity.

 

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.

 

F-22

 

 

The Company has one property lease agreement with lease terms for three years. The Company’s lease agreement 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 six months ended June 30, 2022 and 2023, 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 June 30, as follow:

 

Twelve months ending June 30,  Minimum lease
payment
 
2023   166,299 
2024   337,123 
2025   113,129 
2026   - 
2027 thereafter   - 
Total future lease payment   616,551 
Amount representing interest   (10,506)
Present value of operating lease liabilities   606,045 
Less: current portion   325,531 
Long-term portion   280,514 

 

The following summarizes other supplemental information about the Company’s operating lease as of June 30, 2023:

 

Weighted average discount rate   2.81%
Weighted average remaining lease term (years)   1.83 years 

 

Note 13 – Subsequent events

 

The Company has assessed all events from June 30, 2023, up through October 2, 2023 which is the date that these unaudited interim condensed consolidated financial statements are available to be issued.

 

The Company aims to serve communities outside of Singapore and Malaysia and plans to expand its footprint into Philippines. Philippines offers communities of growing education and wealth standards which form foundations for sustainable urban development in the long run. On May 26, 2023, The Company offered a loan to support working capital for budding real estate agency Ohmyhome Philippines. The plan is to finally acquire this entity to serve the communities in Philippines.

 

Aside to this, there are no material subsequent events that require disclosure in these unaudited interim condensed consolidated financial statements.

 

F-23