FORM ADV PART 2A: FIRM BROCHURE

Item 1. Cover Page

OHEY INC.
7761 Applewood Way, Pleasanton, California 94588
Telephone: 510-399-5653
Email: [email protected]
Firm website: https://oheyinc.com
Advisory platform: https://ringmaster.oheyinc.com

SEC File No. 801-135267
CRD No. 340093

Brochure date: 2026-08-26

This brochure provides information about the qualifications and business practices of OHEY INC. ("Ohey", "we", "us", "the firm"). If you have any questions about the contents of this brochure, please contact us at [email protected]. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority.

Ohey Inc. has applied for registration as an investment adviser with the U.S. Securities and Exchange Commission. That registration is in process. Registration as an investment adviser does not imply a certain level of skill or training.

Additional information about OHEY INC. also is available on the SEC's website at www.adviserinfo.sec.gov.

Item 2. Material Changes

This brochure amends and replaces the brochure dated 2026-08-20. That brochure amended and replaced the brochure dated 01/02/2026.

Material changes since the brochure dated 2026-08-20

There is one, and it is a change in how the service is described rather than a change in the service:

1. Description of services. Item 4 now describes the service in the words rule 203A-2(e) under the Investment Advisers Act of 1940 uses: digital investment advisory services provided on an ongoing basis, exclusively through an operational interactive website, generated by the firm's software based models and applications from the personal information each client supplies through that website. Nothing the firm does changed. The words the brochure uses to describe it did, so that the description matches the rule the firm relies on and matches the representation the firm has signed on Schedule D.

Three further changes are matters of format rather than material changes. They are listed here so that a reader comparing this brochure with the last one can account for everything that moved: the brochure now carries its title on the cover; the cover page now stands alone as page 1, with the remaining items beginning on the page after it; and the Item 3 table of contents now carries page numbers and lists the lettered subsections of Items 4, 5, 8 and 11.

Material changes made in the brochure dated 2026-08-20

These were first disclosed in the brochure dated 2026-08-20 and are repeated here for any client whose last brochure was the one dated 01/02/2026:

1. Fees. The firm has replaced the tiered subscription schedule previously described ($0, $29 and $79 per month) with one subscription on either of two billing schedules, $19 per month or $190 per year paid in advance, plus a no fee tier. The prior schedule was never charged to any client; no fee has ever been collected by the firm. Item 5 now also discloses what the subscription costs as a share of a small account, and states plainly where we do not think it is worth its cost.
2. Description of services. Item 4 now describes the type of advice provided rather than the means by which it is delivered, describes how services are tailored to each client, and states what restrictions a client may and may not impose.
3. Other fees and expenses. Item 5 now describes brokerage commissions, transaction costs, fund expenses and custodial fees, and cross references Item 12.
4. Client position. Items 4 and 7 previously described "two non-paying retail test clients". That description was inaccurate. Those two accounts belong to two individuals, one a family member of our Chief Executive Officer and one a personal friend, who used our platform and gave us product feedback; they were never advisory clients. The firm's client position as of this brochure date is stated in Item 7.
5. Cover page. The disclosure required by Item 1.B has been added.
6. Registration basis. Item 4.B now names rule 203A-2(e) under the Investment Advisers Act of 1940 and states that all advice is delivered exclusively through the firm's interactive website.
7. Fees. Item 5 now also discloses the annual billing schedule of $190 per year, that both schedules are billed in advance, and how a prepaid annual fee is refunded on cancellation.
8. A new conflict of interest is disclosed. Item 11 now discloses that two of the individuals we expect to become our first clients are related to our Chief Executive Officer, one a family member and one a personal friend, and states that they get the same fee, the same portfolios and the same terms as anyone else. Item 10 cross refers to it.

Item 3. Table of Contents

The page numbers below are the pages of this brochure as it is printed and as it is filed with the Securities and Exchange Commission. We publish the same brochure on our website, rendered from the same source file on the same day, so that what you read and what we file cannot differ. A web page has no pages, so on that copy the numbers below show you the order and the level of detail of this brochure and there is nothing to turn to.

Item 4. Advisory Business

4.A. The firm

Ohey Inc. is a California corporation, incorporated in California in 2021, California entity number C4734935. It is owned by two individuals: Sivakumar Patchayappan, who holds 90 percent and is the firm's Chief Executive Officer and Chief Compliance Officer, and Rohan Sivakumar, who holds 10 percent as a shareholder and holds no title or office in the firm. Ohey is independently owned and operated. It is not owned by, and does not own, any broker dealer, bank or fund sponsor.

All investment advice provided by the firm is determined by Mr. Patchayappan and by the firm's software under his supervision. Mr. Sivakumar is a shareholder only. He is not an employee, not an officer or director, and not a supervised person. He holds no advisory role, makes no securities recommendations, and does not determine the advice given to any client. He produces no advertisement and no client communication for the firm; nothing he touches reaches a client or the public except through the Chief Compliance Officer.

4.B. What we do

Ohey provides non discretionary investment advice, delivered exclusively through an operational interactive website, in the form of model portfolios of publicly traded equities and exchange traded funds. Where this brochure says "the platform" or "the website", it means that operational interactive website and any mobile application through which the same service is delivered. See "The platform, and the interfaces it is reached through" below.

What we provide, in the words the rule uses. Ohey provides digital investment advisory services on an ongoing basis, exclusively through an operational interactive website. The advice is generated by the firm's software based models and applications from the personal information each client supplies through that website. Once a client's account is open, that client's portfolio is regenerated and republished to that client every trading evening, for as long as the account is open and the client's answers stand. It is not one time advice and it is not advice for a limited duration or period of time. No person selects a portfolio for a client, and we give no investment advice by any means outside the website. We will provide that service on an ongoing basis to more than one client, exclusively through that website, which is the representation the firm has made on Schedule D of its Form ADV Part 1A. Our client position as of the date of this brochure is stated in Item 7.

Ohey has applied to register with the SEC as an internet investment adviser, in reliance on rule 203A-2(e) under the Investment Advisers Act of 1940. That rule requires the firm to provide investment advice to all of its clients exclusively through an operational interactive website, and the firm does so. We do not provide investment advice by telephone, in person, by email, by chat, or by any other means, and we do not elaborate by any of those means on what the website says.

Concretely:

1. You create an account on our advisory platform at https://ringmaster.oheyinc.com and answer a questionnaire about your circumstances.
2. Our software selects, from a defined set of model portfolios, the one that suits your answers.
3. We publish that portfolio to you on the platform: its holdings, their weights, a share count table sized to the account you told us you will use, a defensive portfolio alongside it, and a plain language statement of the risk posture the portfolio is currently taking, with the reason.
4. The portfolios are regenerated each trading evening by an automated pipeline and republished. There is no human step in producing them.
5. Alongside the portfolios we publish analytical tools and educational material about markets and about the models themselves.

The platform, and the interfaces it is reached through. The platform is one service. Today it is reached through a web browser at https://ringmaster.oheyinc.com. We are building a native mobile application that reaches the same platform, and we expect to make it available during 2026. It is an additional interface, not an additional service and not an additional channel: the same account, the same questionnaire, the same suitability screens, the same model portfolios, the same disclosures, and the same server side controls, including the control that withholds every personalized recommendation until our registration is effective. Nothing is advised, offered or delivered through the mobile application that is not advised, offered or delivered through the website, and no investment advice is given outside the platform by any means. We understand the mobile application to be part of the operational interactive website through which we advise all of our clients for the purposes of rule 203A-2(e), consistent with the Commission's 2024 amendments to that rule, which state that an operational interactive website includes a mobile application. We do not send investment advice by push notification.

We do not:

• manage, monitor or review your accounts or holdings;
• exercise investment discretion over any account;
• place trades, or act as a broker dealer;
• hold or have custody of your money or securities;
• provide individualized financial planning, tax advice or legal advice;
• advise on specific proxy votes.

You open and maintain your own brokerage account, you decide which of our recommendations to act on and which to ignore, and you place every trade yourself.

4.C. How our advice is tailored to you, and what you can restrict

Tailoring. Our advice is personalized, and it is personalized from the personal information you supply through our operational interactive website. We use that information on an ongoing basis: every time you change an answer the selection runs again, and the portfolio you are shown is regenerated and republished to you every trading evening for as long as your account is open. The questionnaire collects, at a minimum: your investment objective and time horizon, your risk tolerance, your liquid net worth, the size of the account you will actually run the portfolio in, your investing experience and sophistication, whether your account permits margin or short selling, whether you meet the pattern day trader equity minimum, and how much operational effort you are able to give a portfolio.

Our software then applies a fixed sequence of suitability screens to those answers. Each screen either passes or excludes a portfolio, for a stated reason, and the sequence is recorded. Where a portfolio you might otherwise be shown is unsuitable, we substitute the nearest suitable one and tell you that we did and why. You can see the reasoning for your own assignment on the platform.

Restrictions you may impose. You may:

• decline personalization entirely, in which case we do not select a portfolio for you;
• change your questionnaire answers at any time, which re-runs the selection;
• stop using our advice at any moment, since you place every trade yourself.

Restrictions you may not impose. Because we publish model portfolios rather than manage accounts, we cannot exclude a particular security from a model portfolio for one client, or hold a security for you, or vary a portfolio's weights on request. If a model portfolio holds a security you do not want to own, the remedy in your hands is complete and immediate: do not buy it. Nothing we publish is executed for you.

4.D. Wrap fee programs

We do not participate in or sponsor wrap fee programs.

4.E. Assets under management

Ohey manages $0 in regulatory assets under management. We do not have discretionary authority over, and do not provide continuous and regular supervisory or management services to, any client account. Every account is the client's own and is managed by the client.

Item 5. Fees and Compensation

5.A. Our fee

Ohey charges a flat subscription fee, on one of two billing schedules, and there is also a no fee tier.

What the subscription buys is timing, and nothing else. The free tier and the subscription carry the identical body of material: the same portfolios a client's answers make them eligible for, complete, with position sizes and reasoning, and the same analytical screens. The subscription delivers the output of our models for the current session; the free tier delivers the same output one trading session later, and every screen is labelled with the session it is showing. Data we do not generate ourselves, principally the descriptive options market figures, is current on both tiers.

The two subscription rows are the same plan on two billing schedules, not two levels of service. Nothing is withheld from the monthly subscriber and nothing extra is unlocked by the annual one; which schedule a client chooses has no effect whatsoever on which portfolio they are shown or what they are told.

The annual schedule is cheaper. Twelve months bought one at a time is $228, so paying annually saves $38, which is a discount of about 16.7 percent for prepaying. We state the saving rather than leaving a client to compute it.

Apart from that difference in billing schedule, our fee does not vary with the size of your account, with how much you invest, with how often you trade, or with how your investments perform. Our fees are not negotiable. We do not offer promotional or legacy rates, and no client pays a rate that is not in the table above.

5.B. How and when you are billed

Both schedules are billed in advance through our payment processor: the monthly plan one month ahead each time, the annual plan twelve months ahead in a single payment. New subscribers get a 14 day free trial of the paid plan: a card is required, nothing is charged during the trial, the first charge comes when the trial ends, and cancelling during the trial costs nothing. You may cancel at any time. Prepayment and refunds are described in Item 5.D below.

We bill you for our fee. We do not deduct fees from any client account. We have no ability to do so; we do not hold client assets and have no access to client brokerage accounts.

5.C. Other fees and expenses you will pay

The subscription fee is not the only cost of acting on our advice. Acting on a model portfolio means placing trades in your own brokerage account, and you will incur brokerage commissions and other transaction costs on every one of them. These costs are paid to third parties, not to us, and they are separate from and in addition to our subscription fee.

The costs you should expect include:

• brokerage commissions and transaction fees charged by your broker;
• the bid ask spread and other execution costs on each trade, which are real costs even where a broker charges no commission;
• internal expenses of any exchange traded fund or mutual fund in a portfolio, charged inside the fund;
• custodial and account maintenance fees charged by your broker or custodian;
• margin interest, if you use margin;
• stock borrow costs, if you act on a portfolio that includes short positions, which can be substantial and can change without notice;
• taxes, which are yours and which we do not advise on.

Ohey receives no portion of any of these. We receive no commissions, no revenue sharing, no payment for order flow, no soft dollar benefits and no compensation of any kind from any third party. Our only revenue from a client is the subscription fee. See Item 12 for our brokerage practices and Item 14 for compensation arrangements.

5.D. Prepayment of fees, and how a refund is calculated

You may pay in advance, and on both schedules you do. The monthly schedule is paid one month in advance. The annual schedule is paid twelve months in advance, in a single payment of $190.

Refunds. On cancellation of a MONTHLY subscription your access continues to the end of the month you have already paid for, you are not charged again, and there is nothing to refund. On cancellation of an ANNUAL subscription we refund the whole months you have not used, at one twelfth of the annual price for each of them, which is $15.83 a month. The month you are in is not refunded, because you had access for it. We keep no cancellation fee and no administration charge. A refund is paid back to the card that was charged.

We do not require or solicit prepayment of more than $1,200 in fees per client, six months or more in advance. The largest prepayment any client can make is the $190 annual subscription, which is why Item 18 of this brochure includes no balance sheet.

5.E. Compensation for the sale of securities

Neither Ohey nor any of its supervised persons accepts compensation for the sale of securities or other investment products, including asset based sales charges or service fees from the sale of mutual funds.

What our fee costs on a small account, stated plainly

This subsection is additional disclosure. It is not required by any part of Item 5, and we include it because we think a client should be told.

We have no minimum account size, so we say this rather than let you work it out afterwards. The figures below use the monthly schedule at $228 a year, which is the more expensive of the two, because a reasonableness test should be applied to the worse case rather than the flattering one. On the annual schedule each figure is about one sixth lower. As a share of the account you actually run the portfolio in:

Below roughly $10,000, the subscription is a large enough share of your account that we do not think it is likely to be worth its cost to you, and the trading costs in Item 5.C fall on the same small balance. We would rather tell you that than take the money. If the account you plan to use is under $10,000, our platform shows you this arithmetic before you subscribe. The free tier remains available to you.

Item 6. Performance Based Fees and Side By Side Management

We do not charge performance based fees. We do not manage accounts, so there is no side by side management. Our fee is the same whether your investments gain or lose value.

Item 7. Types of Clients

We provide advice to retail investors. We do not advise institutional clients, pooled investment vehicles, pension plans or investment companies.

We impose no minimum account size. Please read the subsection of Item 5 headed "What our fee costs on a small account, stated plainly", which explains where we think our fee stops being worth its cost.

Client position as of this brochure date: Ohey Inc. has no advisory clients. No person has been charged any fee, no advisory agreement is in force, and no subscription has ever been billed. Registration is in process and the firm has taken no client money of any kind.

The two accounts reported before. The brochure dated 01/02/2026 and our previously filed Form ADV reported two advisory clients and described them as test clients. That was inaccurate. Two individuals, one a family member of our Chief Executive Officer and one a personal friend, used our platform and gave us product feedback. Their feedback is why we rebuilt it. They were not advisory clients: they signed no advisory agreement, paid no fee, and received no investment advice from us. The correct figure was zero, and this amendment reports zero.

Item 8. Methods of Analysis, Investment Strategies and Risk of Loss

8.A. Methods of analysis

Our model portfolios are produced by quantitative models. The models read daily market data, published company fundamentals and derived measures of trend, volatility and market regime, and rank a defined universe of publicly traded equities. A portfolio is then constructed from those rankings under fixed construction rules, including limits on position size, on how much of the portfolio may sit in one sector, and on which securities are eligible to be held at all.

Our analysis is systematic and historical. It rests on the assumption that relationships observed in past data have some tendency to persist. That assumption is not always true, and there is no method of analysis that makes it true.

8.B. Investment strategies

The portfolios we publish are broadly:

• long portfolios of publicly traded equities, rebalanced on a stated cadence;
• portfolios that combine long and short equity positions, where the client's account permits short selling;
• a defensive portfolio intended to hold a cautious posture;
• portfolios that adjust their exposure according to a measured market risk state, reducing size or standing down when that state calls for it.

Which of these you are shown depends on your questionnaire answers, as described in Item 4.C.

8.C. Risk of loss

Investing in securities involves risk of loss, including the loss of your entire investment, and you should be prepared to bear that loss. Past performance does not indicate future results. We do not guarantee any outcome.

The risks that apply to acting on our advice include:

• Market risk. Broad market declines will reduce the value of a portfolio regardless of how it was selected.
• Model risk. Our models are simplifications built on historical data. Their assumptions may be wrong, may stop being true, or may have been true only in the period we measured.
• Concentration risk. A model portfolio may hold a small number of positions or be concentrated in one sector or in a few names.
• Short selling risk. Where a portfolio includes short positions, losses are not limited to the amount invested, borrow may become expensive or unavailable, and a position may be closed against you at an adverse moment.
• Margin risk. Using margin magnifies both gains and losses and can result in losses greater than your deposit.
• Liquidity risk. A security may be hard to trade at or near the price we publish.
• Data and technology risk. Our advice depends on data supplied by third parties and on our own systems. Data may be late, wrong or missing, and systems may fail. We publish only what our automated checks accept, but no check catches everything.
• Execution risk. You place your own trades, at times and prices we do not control. Your results will differ from the model portfolio, sometimes materially, because of timing, price, costs and the decisions you make.
• Implementation and interpretation risk. You decide which recommendations to act on. A portfolio acted on in part may behave very differently from the portfolio as published.

Item 9. Disciplinary Information

Ohey Inc. has no legal or disciplinary events to disclose. No management person of Ohey Inc. has any legal or disciplinary event to disclose.

Item 10. Other Financial Industry Activities and Affiliations

We are not registered as, and do not have an application pending to register as, a broker dealer, a futures commission merchant, a commodity pool operator or a commodity trading advisor. No management person of the firm is so registered or has such an application pending.

We have no related persons that are investment advisers, broker dealers, banks, insurers, funds or fund sponsors, and we do not recommend or select other investment advisers for clients.

Two of the individuals we expect to become our first clients are close to our Chief Executive Officer: one is a family member and one is a personal friend. Neither owns any part of the firm and neither works for it. We describe that relationship, and how we handle it, in Item 11.

Ohey maintains free educational channels, including a free newsletter. Publication to the newsletter and to those channels has been suspended since July 22, 2026 under the firm's channel lockdown policy, so that the advisory platform is the only channel through which anything reaches a client. When those channels resume they will carry general education and market commentary only: they will not contain investment advice, they will not carry our model portfolios, and no security recommendation will be made in them. All of the firm's investment advice is provided through the advisory platform and nowhere else.

Item 11. Code of Ethics, Participation or Interest in Client Transactions and Personal Trading

11.A. Code of Ethics

We have adopted a written Code of Ethics that applies to every supervised person. It requires honest and ethical conduct, compliance with the federal securities laws, the client's interest ahead of the firm's or the individual's, protection of confidential client information, and reporting of violations. It requires access persons to report their personal securities holdings and transactions, including accounts in which they have an indirect beneficial interest. A copy of the Code of Ethics is available on request at [email protected].

11.B. Interest in client transactions

We do not act as principal in any client transaction, we do not act as broker for any client, and we do not trade in client accounts. We have no proprietary interest in any security we recommend other than as described below.

11.C. Personal and firm trading in recommended securities

Ohey and its supervised persons may hold or trade securities that appear in the model portfolios we publish. This is a conflict of interest, and we manage it as follows:

• Clients receive the published portfolio before or at the same time as any account of the firm or of its supervised persons acts on it. No supervised person and no account of the firm may trade ahead of publication.
• Supervised persons report their holdings and transactions to the Chief Compliance Officer, who reviews them against what was published.
• We take no position for the purpose of affecting the price of anything we publish, and our fee does not change with any security's performance.

Because the firm is small and its supervised persons are members of one household, personal accounts may include accounts held for the benefit of a minor and controlled by another supervised person. Those accounts are reported and reviewed like any other.

Clients who are close to our Chief Executive Officer

Two of the individuals we expect to become our first clients are related to our Chief Executive Officer: one is a family member and one is a personal friend. They will be charged the same fee as any other client, receive the same model portfolios selected by the same software, and be subject to the same terms. We disclose the relationship because a client is entitled to know it. We do not give them different advice, earlier access, or better pricing.

Item 12. Brokerage Practices

We do not select or recommend broker dealers for client transactions, we do not have authority to determine the broker used or the commission paid, and we do not place trades. You choose your own broker and you place your own orders.

We receive no soft dollar benefits, no research or other products or services from any broker dealer, no client referrals from any broker dealer, and no payment for order flow. We do not direct or allocate trades and we do not aggregate orders, because we place none.

Because you place trades yourself at a broker of your choosing, your costs and your executed prices are yours to control and yours to bear. See Item 5.C.

Item 13. Review of Accounts

We do not review or monitor client accounts or holdings, and we do not report on them. You will receive account statements and trade confirmations from your own broker or custodian; those are the authoritative record of your account, and you should read them.

What we do review is the advice itself. The model portfolios are regenerated each trading evening by an automated pipeline, which applies data quality and universe checks and refuses to publish when they fail. The Chief Compliance Officer reviews the publication record and the platform's own delivery records on the schedule set out in the firm's compliance program.

Item 14. Client Referrals and Other Compensation

We do not receive economic benefits from anyone other than our clients for providing investment advice, and we do not compensate anyone, directly or indirectly, for client referrals.

Item 15. Custody

We do not have custody of client funds or securities. We do not hold client assets, we cannot withdraw funds or securities from any client account, and we do not deduct our fee from any client account. Your assets are held at the broker or custodian you choose, which will send you account statements directly.

Item 16. Investment Discretion

We provide non discretionary services only. We have no authority to determine the securities to be bought or sold in your account, the amounts, the broker, or the commission. Every decision and every order is yours.

Item 17. Voting Client Securities

We do not vote proxies and we do not advise on specific proxy votes. You will receive proxy materials directly from your broker, custodian or transfer agent, and voting is yours.

Item 18. Financial Information

We do not require or solicit prepayment of more than $1,200 in fees per client six months or more in advance, so no balance sheet is required by this Item.

Ohey Inc. has no financial condition that is reasonably likely to impair its ability to meet contractual commitments to clients, and has not been the subject of a bankruptcy petition at any time during the past ten years or at any other time.

Item 19. Requirements for State Registered Advisers

Not applicable. The instructions to Part 2A introduce Item 19 with the sentence "If you are registering or are registered with one or more state securities authorities, you must respond to the following additional Item." Ohey Inc. has applied to register with the U.S. Securities and Exchange Commission and is not registering with, and is not registered with, any state securities authority, so Item 19 does not apply to this brochure.