HomesToLife: securities offering

Cover page 12 changes

confidentially submitted to the U.S. Securities and Exchange Commission on July 17, 2024, pursuant to the Jumpstart Our Business

Startups Act. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

U.S. Securities and Exchange Commission on August 21, 2024.

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122 East 42 nd Street, 18 th Floor

New York, New York 10168

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PROSPECTUS DATED [●], 2024

see "Risk Factors-Risks Related to Our Company-We will be a 'controlled company' within the meaning of the Nasdaq Listing Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies." At this time, we do not intend to rely on these exemptions to corporate governance requirements as a controlled company. However, we may elect to do so in the future.

PROSPECTUS DATED AUGUST 21, 2024

is an initial public offering of ordinary shares, par value [●] US$0.0001 per share ("Shares") of HomesToLife Ltd, an exempted company with limited liability incorporated under the laws of Cayman Islands ("we," "us," "our,"

"HomesToLife Cayman," or the "Company"). We are offering on a firm commitment basis our Shares. Prior to this offering, there has been no public market for our Shares. We expect the initial public offering price of our Shares to be in the range of $[●] $[4] to $[●] $[6] per share. We have applied to list our Shares on the Nasdaq Capital Market under the symbol "HTLM." It is a condition to the closing of this offering that our Shares qualify for listing on a national securities exchange.

It is a condition to the closing of this offering that our Shares qualify for listing on a national securities exchange.

the completion of this offering, we will be a "controlled company" as defined under corporate governance rules of Nasdaq, because our founders and Chairman/Vice Chairman, Messrs. Phua Yong Pin and Phua Yong Tat, will beneficially own approximately [●]% [75.6]% of our then-issued and outstanding Shares and will be able to exercise approximately [●]% [69.1]% of the total voting power of our issued and outstanding Shares immediately after the consummation of this offering, assuming the underwriters do not exercise its option to purchase additional Shares. Messrs. Phua Yong Pin and Phua Yong Tat will have the ability to control matters requiring shareholder approval, including the election of directors, amendment of organizational documents and approval of major corporate transactions. For further information, see "Principal Shareholders." For more detailed description of risks related to being a "controlled company," see "Risk Factors-Risks Related to Our Company-We will be a 'controlled company' within the meaning of the Nasdaq Listing Rules and, as a result, may rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies." At this time, we do not intend to rely on these exemptions to corporate governance requirements as a controlled company. However, we may elect to do so in the future.

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Prospectus summary 4 changes

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principal executive offices are located at 6 Raffles Boulevard, #02-01/02, Marina Square, Singapore 039594, and our phone number is +65 9730 3718. Our registered office is located at the offices of [●]. Tricor Services (Cayman Islands) Limited, at Third Floor, Century Yard, Cricket Square, P.O. Box 902, Grand Cayman, Ky1-1103, Cayman Islands. We maintain a corporate website at http://www.homestolife.com/.

The information contained in, or accessible from, our website or any other website does not constitute a part of this prospectus. We have appointed [●], Cogency Global Inc., located at [●], 122 East 42nd Street, 18th Floor, New York, New York 10168, as our agent upon whom process may be served in any action brought against us under the securities laws of the United States.

following diagram illustrates our corporate structure upon completion of the IPO based on a proposed number of [●] [1,250,000] Shares being offered, assuming no exercise of the underwriters' over-allotment option. For more details on our corporate history, please refer to " Our History and Structure."

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the completion of this offering, our founders and Chairman/Vice Chairman, Messrs. Phua Yong Pin and Phua Yong Tat, will beneficially own [●]% [69.1]% of our total issued and outstanding Shares, representing [●]% [69.1]% of our total voting power, assuming that the underwriters do not exercise their option to purchase additional Shares, or [●]% [68.2]% of our total issued and outstanding Shares, representing [●]% [68.2]% of our total voting power, assuming that the option to purchase additional Shares is exercised by the underwriter[s] in full. We will be a "controlled company" as defined under the Nasdaq Listing Rules because Messrs. Phua Yong Pin and Phua Yong Tat will hold more than 50% of the voting power for the election of directors. As a "controlled company," we are permitted to elect not to comply with certain corporate governance requirements. At this time, we do not intend to rely on these exemptions to corporate governance requirements as a controlled company. However, we may elect to do so in the future. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

The offering 5 changes

have granted the underwriters an option, exercisable for forty-five (45) days from the closing date of this prospectus, offering, to purchase up to an aggregate of [●] [187,500] additional Shares at the initial public offering price, less underwriting discounts.

currently estimate that the initial public offering price will be in the range of $[●] $[4] to $[●] $[6] per Share.

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Shares assuming no exercise of the underwriters' over-allotment option.

Shares assuming full exercise of the underwriters' over-allotment option.

over-allotment option.

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Risk factors 11 changes

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success depends on our ability to acquire and retain customers in a cost-effective manner. In order to expand our customer base, we must appeal to and acquire customers who have historically used other means of commerce to purchase home goods and may prefer alternatives to our offerings, such as the websites of our competitors or our suppliers' own websites. We have made significant investments related to customer acquisition and expect to continue to spend significant amounts to acquire additional customers and to reactivate prior customers. Our paid advertising efforts consist of [television advertising, direct mail, catalog and print advertising, and online channel advertising, including display advertising, paid search advertising, social media advertising, search engine optimization and comparison shopping engine advertising]. These efforts are expensive and may not result in the cost-effective acquisition of customers.

Our success depends on our

ability to acquire and retain customers in a cost-effective manner. In order to expand our customer base, we must appeal to and acquire customers who have historically used other means of commerce to purchase home goods and may prefer alternatives to our offerings, such as the websites of our competitors or our suppliers' own websites. We have made significant investments related to customer acquisition and expect to continue to spend significant amounts to acquire additional customers and to reactivate prior customers. Our paid advertising efforts are primarily online channel advertising, including social media advertising, search engine marketing and paid engagement of online media companies. We engage influencers or key opinion leaders within the community via product sponsorship. We also conduct offline advertisements including printed display ads, direct mailing and magazine advertisements. These efforts are expensive and may not result in the cost-effective acquisition of customers. Our marketing expenses have varied from period to period, and we expect this trend to continue as we test new channels and refine our marketing strategies. We may increase or decrease our marketing spend within a period, based on the degree of our achievement of intended results, which may result in increased or decreased customer engagement in any given period. We cannot assure you that the net profit from new or returning customers we acquire will ultimately exceed the cost of acquiring those customers. Additionally, actions by third parties to block or impose restrictions on the delivery of certain advertisements could also adversely impact our business. If we fail to deliver a quality shopping experience, or if consumers do not perceive the products we offer to be of high value and quality, we may not be able to acquire new customers or retain existing customers. If we are unable to acquire new customers or reactivate prior customers who purchase products in numbers sufficient to grow our business, we may not be able to generate the scale necessary to drive beneficial network effects with our suppliers or efficiencies in our logistics network, our net revenue may decrease, and our business, financial condition and operating results may be materially adversely affected.

also utilize non-paid advertising. Our website benefits significantly from direct searches via various platforms. In addition, our non-paid advertising efforts include search engine optimization, non-paid strategy includes leveraging the value of our organic social media mobile "push" notifications and email. We obtain a significant amount of traffic via search engines and, therefore, rely on search engines such as Google, Bing content and Yahoo!.] user-generated content within our community. Although we employ search engine optimization and search engine marketing strategies, our ability to maintain and increase the number of visitors directed to our website and application is not entirely within our control. Search engines frequently update and change the logic that determines the placement and display of results of a user's search, such that the purchased or algorithmic placement of links to our sites can be negatively affected. Moreover, a search engine could, for competitive or other purposes, alter its search algorithms or results, causing our sites to place lower in search query results. A major search engine could change its algorithms in a manner that negatively affects our paid or non-paid search ranking, and competitive dynamics could impact the effectiveness of search engine marketing or search engine optimization. We also obtain a significant amount of traffic via social networking websites or other channels used by our current and prospective customers. As e-commerce and social networking continue to rapidly evolve, we must continue to establish relationships with these channels and may be unable to develop or maintain these relationships on acceptable terms. If we are unable to cost-effectively drive traffic to our sites, our ability to acquire new customers, reactivate prior customers or retain our existing customers and our financial condition would suffer.

If we are unable to cost-effectively drive traffic to our sites, our ability to acquire new customers, reactivate prior customers or retain our existing customers and our financial condition would suffer.

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will be a "controlled company" as defined under the Nasdaq Listing Rules because our founders and Chairman/Vice Chairman, Messrs. Phua Yong Pin and Phua Yong Tat, will beneficially own approximately [●]% [75.6]% of our then-issued and outstanding Shares and will be able to exercise approximately [●]% [69.1]% of the total voting power of our issued and outstanding Shares immediately after the consummation of this offering, assuming the underwriters do not exercise its option to purchase additional Shares.. For so long as we remain a controlled company under that definition, we are permitted to elect to rely on, and may rely on, certain exemptions from corporate governance rules, including an exemption from the rule that a majority of our board of directors must be independent directors. At this time, we do not intend to rely on these exemptions to corporate governance requirements as a controlled company. However, we may elect to do so in the future. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

At this time, we do not intend to rely on these exemptions to corporate governance requirements as a controlled company. However, we may elect to do so in the future. As a result, you may not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

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of substantial amounts of our Shares in the public market after the completion of this offering, or the perception that these sales could occur, could adversely affect the market price of our Shares and could materially impair our ability to raise capital through equity offerings in the future. As of the date of this prospectus, we had [●] 13,250,000 Shares outstanding. The Shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. There will be [●] 13,250,000 Shares outstanding immediately after this offering, assuming no exercise of the related over-allotment option. In connection with this offering, our directors and officers named in the section "Management," and certain shareholders have agreed not to sell any Shares until [●] days after the date of this prospectus without the prior written consent of the representative, subject to certain exceptions. We cannot predict what effect, if any, market sales of securities held by our significant shareholders or any other shareholder or the availability of these securities for future sale will have on the market price of our Shares. See "Plan of Distribution" and "Shares Eligible for Future Sale" for a more detailed description of the restrictions on selling our securities after this offering.

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you purchase Shares in this offering, you will pay more for each Shares than the corresponding amount paid by existing shareholders for their Shares. If you purchase Shares in this offering at a public offering price of $[●] $[5] per share, you will suffer immediate and substantial dilution of approximately US$[●] US$[4.65] per share in the net tangible book value of the Units, assuming no exercise of the over-allotment option. See "Dilution" for a more complete description of how the value of your investment in our Units will be diluted upon the completion of this offering.

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of the date of this prospectus, our founders and Chairman/Vice Chairman, Messrs. Phua Yong Pin and Phua Yong Tat, beneficially owns approximately [●]% [75.6]% of our then-issued and outstanding Shares and will be able to exercise approximately [●]% [69.1]% of the total voting power of our issued and outstanding Shares immediately after the consummation of this offering, assuming the underwriters do not exercise its option to purchase additional Shares.

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have appointed [●], [address of service agent] Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, New York 10168 as our agent to receive service of process with respect to any action brought against us in the U.S. District Court for the Southern District of New York in connection with this offering under the federal securities laws of the United States or the securities laws of any State in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York in connection with this offering under the securities laws of the State of New York.

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Use of proceeds 4 changes

upon an assumed initial public offering price of $[●] $[5] per Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, we estimate that we will receive net proceeds from this offering, after deducting the estimated underwriting discounts and the estimated offering expenses payable by us, of approximately $[●] $[3.3 million] if the underwriters do not exercise their over-allotment option, and $[●] $[4.2 million] if the underwriters exercise their over-allotment option in full.

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which is expected to be approximately 70% of the net proceeds, for opening new stores in the East of Singapore and other Asian countries such as Taiwan, Republic of Korea, which is which is expected to be approximately 20% of the net proceeds, for sales Indonesia, and marketing; Malaysia;

which is which is expected to be approximately 20% of the net proceeds, for sales and marketing;

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As of the date of this prospectus, we have not yet identified specific assets or businesses to acquire.

Capitalization 4 changes

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an as adjusted basis to reflect the issuance and sale of the Shares by us in this offering at the assumed initial public offering price of $[●] $[5] per share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated underwriting discounts, and the estimated offering expenses payable by us.

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Shares, US$0.0001 par value, 100,000,000 Shares authorized, 13,250,000 Shares issued and outstanding;

Shares, US$0.0001 par value, 100,000,000 Shares authorized, 13,250,000 Shares issued and outstanding; [●] 14,500,000 Shares issued and outstanding, as adjusted assuming the over-allotment option is not exercised, and [●] 14,687,500 Shares issued and outstanding, as adjusted assuming the over-allotment option is exercised in full (24,122,301 1,325 1,450 1,469 Additional paid-in capital (1) 29,423,823 32,677,484 33,539,965 Accumulated losses (24,289,144 ) (24,289,144 ) (24,289,144 ) Accumulated other comprehensive loss (3,539,177 ) (3,539,177 ) (3,539,177 ) Total Shareholders' Equity 1,763,670 1,596,827 4,850,613 5,713,113 Total Capitalization 1,763,670 1,596,827 4,850,613 5,713,113 (1) Additional paid-in capital reflects the sale of Shares in this offering at an assumed initial public offering price of $[●] $[5] per share, and after deducting the estimated underwriting discounts, and estimated offering expenses payable by us. The pro forma as adjusted information is illustrative only, and we will adjust this information based on the actual initial public offering price and other terms of this offering determined at pricing. We estimate that such net proceeds will be approximately $[●] ($[●] $[3.3 million] ($[5] offering, less underwriting discounts of $[●], $[0.35], and offering expenses of approximately $[●]) $[2.6 million]) if the underwriters' over-allotment option is not exercised, or $[●] ($[●] $[4.1 million] ($[5] offering, less underwriting discounts of $[●], $[0.35], and offering expenses of approximately $[●]) $[2.6 million]) if the underwriters' over-allotment option is exercised in full.

$1.00 increase (decrease) in the assumed initial public offering price of $[●] $[5] per share would increase (decrease) each of additional paid-in capital, total shareholders' equity and total capitalization by $[●] $[1.2 million] if the underwriters' over-allotment option is not exercised or $[●] $[1.3 million] if the underwriters' over-allotment option is exercised in full, assuming the number of Shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts, and estimated expenses payable by us.

Dilution 4 changes

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net tangible book value as of December 31, 2023, was US$1,763,670, or US$0.1331 US$0.13 per Share. Net tangible book value represents the amount of our total combined tangible assets, less the amount of our total combined liabilities. Dilution is determined by subtracting the net tangible book value per Share (as adjusted for the IPO) from the initial public offering price per Share and after deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

giving effect to our sale of [●] [1,250,000] Shares offered in this offering based on an assumed initial public offering price of $[●] $[5] per Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deduction of the estimated underwriting discounts and the estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2023, would have been $[●], $[5,017,456], or $[●] $[0.35] per outstanding Share. This represents an immediate increase in net tangible book value of $[●] $[0.22] per Share to the existing shareholders, and an immediate dilution in net tangible book value of $[●] $[4.65] per Share to investors purchasing Shares in this offering. The as adjusted information discussed above is illustrative only.

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Increase in net tangible book value per Share attributable to payments by new investors $ 0.22 $ 0.27 Pro forma net tangible book value per Share immediately after this offering $ 0.35 $ 0.40 Amount of dilution in net tangible book value per Share to new investors in the IPO following tables summarize, on a pro forma as adjusted basis as of December 31, 2023, the differences between existing shareholders and the new investors with respect to the number of Shares purchased from us, the total consideration paid and the average price per Share before deducting the estimated underwriting discounts and the estimated offering expenses payable by us.

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Over-allotment option exercised in full

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MD&A 35 changes

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For the year ended December 31, 2022, revenue from sales of leather and fabric upholstered sofa contributed 88.2% of the Group's revenue, and revenue from sales of case goods and accessories contributed 11.8% of the Group's revenue.

the years ended December 31, 2023, and 2022 and 2021, respectively, the Company generated its revenues by the offers and sales of customized furniture solutions, which include leather and fabric upholstered furniture, case goods and accessories through the Company's wholly-owned operating subsidiaries. For the year ended December 31, 2023, revenue from sales of leather and fabric upholstered sofa contributed 87.3% of the Group's revenue, and revenue from sales of case goods and accessories contributed 12.7% of the Group's revenue. For the year ended December 31, 2022, revenue from sales of leather and fabric upholstered sofa contributed 88.2% of the Group's revenue, and revenue from sales of case goods and accessories contributed 11.8% of the Group's revenue. For the year ended December 31, 2021, revenue from sales of leather and fabric upholstered sofa contributed 88.1% of the Group's revenue, and revenue from sales of case goods and accessories contributed 11.9% of the Group's revenue.

decreased by SGD1.4 million, or 17.3%, to SGD6.8 million (US$5.2 million) for the year ended December 31, 2023 from SGD8.2 million for the year ended December 31, 2022, primarily because of the decrease in revenue for our leather and fabric upholstered home furniture products. During the year ended December 31, 2023, despite that the overall market condition and business operation of the Group has been gradually recovered as economic activities resume to normal from the COVID-19 pandemic since December 2022, the general slowdown in economic conditions globally have inevitably negatively affected the home furniture market during the year, thereby affecting the Group's sales. increased by SGD0.8 million, or 11.5%, to SGD8.2 million for the year ended December 31, 2022 from SGD7.4 million for the year ended December 31, 2021, primarily due to the increase in the local demand during the COVID-19 period.

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decreased by SGD1.2 million, or 38.1%, to SGD1.9 million (US$1.5 million) for the year ended December 31, 2023 from SGD3.1 million for the year ended December 31, 2022. The decrease in cost of goods sold was primarily attributable to the decrease in cost of acquiring leather and fabric upholstered furniture from leather and fabric production suppliers, as well as the decrease in our inward freight costs, , in line with that of the revenue during the same period.

of goods sold increased by SGD0.3 million, or 13.3%, to SGD3.1 million for the year ended December 31, 2022 from SGD2.8 million for the year ended December 31, 2021. The increase in cost of goods sold was primarily attributable to the increase in the revenue during the period.

a result of the foregoing, gross profit for the years ended December 31, 2023 and 2022, respectively, was SGD4.9 million and SGD5.1 million, a decrease of SGD0.2 million or 4.6%, while gross profit for the years ended December 31, 2022 and 2021, respectively, was SGD5.1 million and SGD4.6 million, an increase of SGD0.5 million or 10.4%.

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the year ended December 31, 2022, gross profit margin remained steady at 62.1%, as compared to the gross profit margin at 62.8% for the year ended December 31, 2021.

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the year ended December 31, 2022, sales and distribution expenses were SGD2.7 million, which decreased by SGD0.1 million, as compared to SGD2.8 million for the preceding year ended December 31, 2021.

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components of general and administrative expenses included salaries of our office staff, depreciation of right-of-use assets of our office and traveling expenses. For the year ended December 31, 2023, general and administrative was SGD1.6 SGD1.5 million (US$1.2 million), which represented a slight increase when compared to SGD1.4 SGD1.3 million for the preceding year.

the year ended December 31, 2022, general and administrative was SGD1.3 million, which decreased by SGD0.4 million, as compared to SGD1.7 million for the preceding year ended December 31, 2021, due to tight cost control under COVID-19 pandemic period.

a result of the aforementioned, the Group's income from operations decreased by SGD0.8 SGD0.7 million, or 79.8%, 72.4%, to SGD0.2 SGD0.3 million (US$0.2 million) for the year ended December 31, 2023 when compared to SGD1.0 million for the preceding year, which was primarily due to the decrease in the Group's gross profit and increase in sales and distribution expenses during the years.

Group recovered with an operating profit of SGD1.0 million for the year ended December 31, 2022, when compared to an operating income of SGD0.01 million for the preceding year ended December 31, 2021, during COVID-19 pandemic period.

For the years ended December 31, 2023

the years ended December 31, 2023 and 2022, respectively, the Group's other income consisted of government grant of SGD0.01 million (US$0.009 million) and SGD0.08 million and sundry income of SGD0.1 SGD0.02 million (US$0.1 (US$0.01 million) and SGD0.1 SGD0.02 million.

For the year ended December 31, 2021,

the Group's other income consisted of SGD1.0 million compensation from legal claims in prior years and SGD0.3 million government grant.

a result of the foregoing, net income for the years ended December 31, 2023 and 2022, respectively, was SGD0.3 million (US$0.2 million) and SGD1.1 million, a decrease of SGD0.8 million or 71.6%, while the Group generated net income of SGD1.1 million and SGD1.3 million for the years ended December 31, 2022 and 2021, with a decrease of SGD0.2 million, or 14.0%. Net profit margin was 4.7%, and 13.6% and 17.7%, respectively, for the aforesaid years.

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Company financed its daily operations and business development through cash generated from its operating subsidiary. As of December 31, 2023, and 2022 and 2021, its cash balance was SGD1.8 million (US$1.4 million), and SGD2.9 million, SGD1.8 million, respectively.

following table sets forth a summary of the Company's working capital as of December 31, 2023, and 2022 and 2021, respectively:

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of December 31, 2021, current assets of SGD4.0 million comprised cash and cash equivalents of SGD1.8 million, accounts receivables of SGD0.1 million, net inventories of SGD0.8 million, amount due from former shareholder of SGD0.7 million, and deposit, prepayments and other receivables of SGD0.5 million. Current liabilities of SGD3.9 million comprised accounts payable of SGD0.8 million, customer deposits of SGD1.9 million, accrued liabilities and other payables of SGD0.2 million, and lease liabilities of SGD1.0 million. As a result of the foregoing, net current assets as of December 31, 2021 was SGD0.03 million.

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For the year ended December 31, 2023, the Group record

net cash provided by operating activities of SGD1.2 million (US$0.9 million), which consisted of net income of SGD0.3 million (US$0.2 million) as adjusted for non-cash items and change in operating assets and liabilities. Adjustments for non-cash items mainly consisted of depreciation of plant and equipment of SGD0.1 million (US$47,550), depreciation of right-of-use assets of SGD1.5 million (US$1.1 million), loss on written off of inventories of SGD16,748 (US$12,702) and provision for reinstatement cost of SGD15,482 (US$11,742). Change in operating assets and liabilities primarily included increase in inventories of SGD0.1 million (US$0.1 million), increase in deposits, prepayments, and other receivables of SGD0.4 million (US$0.3 million), decrease in customer deposits of SGD0.9 million (US$0.7 million), being partially offset by accounts payable of SGD0.5 million (US$0.4 million) and other things.

For the year ended December 31, 2022, the Group record

net cash provided by operating activities of SGD2.4 million, which consisted of net income of SGD1.1 million as adjusted for non-cash items and change in operating assets and liabilities. Adjustments for non-cash items mainly consisted of depreciation of plant and equipment of SGD0.1 million, depreciation of right-of-use assets of SGD1.2 million, loss on written off of inventories of SGD9,566 and provision for reinstatement cost of SGD10,000. Change in operating assets and liabilities primarily included increase in accounts receivable of SGD0.2 million, increase in inventories of SGD0.2 million and increase in deposits, prepayments, and other receivables of SGD0.1 million, being partially offset by increase in accounts payable of SGD0.2 million, increase in customer deposits of SGD0.2 million and increase in accrued liabilities and other payables of SGD11,837.

the years ended December 31, 2023 and 2022, respectively, the Group recorded net cash used in investing activities of SGD0.3 million (US$0.3 million) and SGD5,187, which were inventories for both years.

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net cash provided by operating activities of SGD1.2 million (US$0.9 million), which consisted of net income of SGD0.3 million (US$0.2 million) as adjusted for non-cash items and change in operating assets and liabilities. Adjustments for non-cash items mainly consisted of depreciation of plant and equipment of SGD0.1 million (US$47,550), depreciation of right-of-use assets of SGD1.5 million (US$1.1 million), loss on written off of inventories of SGD16,748 (US$12,702) and unrealized foreign exchange losses of SGD15,482 (US$11,742). Change in operating assets and liabilities primarily included increase in inventories of SGD0.1 million (US$0.1 million), increase in deposits, prepayments, and other receivables of SGD0.4 million (US$0.3 million), decrease in customer deposits of SGD0.9 million (US$0.7 million), being partially offset by accounts payable of SGD0.5 million (US$0.4 million) and other things.

For the year ended December 31, 2022, the Group recorded

net cash provided by operating activities of SGD2.3 million, which consisted of net income of SGD1.1 million as adjusted for non-cash items and change in operating assets and liabilities. Adjustments for non-cash items mainly consisted of depreciation of plant and equipment of SGD0.1 million, depreciation of right-of-use assets of SGD1.2 million, loss on written off of inventories of SGD9,566 and provision for reinstatement cost of SGD10,000. Change in operating assets and liabilities primarily included increase in accounts receivable of SGD0.1 million, decrease in inventories of SGD0.04 million and increase in deposits, prepayments, and other receivables of SGD0.05 million, being partially offset by decrease in accounts payable of SGD0.04 million, increase in customer deposits of SGD0.1 million and decrease in accrued liabilities and other payables of SGD0.01 million.

the year ended December 31, 2021, the Group recorded net cash provided by operating activities of SGD2.6 million, which consisted of net income of SGD1.3 million as adjusted for non-cash items and change in operating assets and liabilities. Adjustments for non-cash items mainly consisted of depreciation of plant and equipment of SGD0.1 million, depreciation of right-of-use assets of SGD1.2 million, impairment loss of plant and equipment of SGD13,083 and loss on written off of inventories of SGD43,404. Change in operating assets and liabilities primarily included increase in accounts receivable of SGD0.1 million, increase in inventories of SGD0.4 million and increase in deposits, prepayments, and other receivables of SGD0.1 million, being partially offset by increase in accounts payable of SGD0.7 million, increase in customer deposits of SGD0.6 million and decrease in accrued liabilities and other payables of SGD0.7 million.

the years ended December 31, 2023, 2022 and 2021, respectively, the Group recorded net cash used in investing activities of SGD0.3 million (US$0.3 million), SGD5,187 and SGD0.8 million which were the purchase of plant and equipment and advance to former shareholder for these years.

For the year ended December 31, 2023, the Group recorded

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net cash used in financing activities of SGD1.3 million, which was payments payment on lease liabilities of SGD1.3 million. being partially offset by advance from shareholder of SGD2,605.

the year ended December 31, 2021, the Group recorded net cash used in financing activities of SGD1.3 million, which was payment on lease liabilities of SGD1.3 million being partially offset by advance from a shareholder of SGD688.

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capital expenditures amounted to approximately SGD0.3 million (US$0.3 million), and SGD5,187 and SGD31,413 relating to our inventories the purchase of plant and equipment for the years ended December 31, 2023, and 2022 and 2021, respectively.

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As of December 31, 2021

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Market risk 13 changes

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of cost of goods sold

the years year ended December 31, 2023, the vendors, being related parties, who accounted for 10% or more of the Company's cost of goods sold and its outstanding payable balances at year-end dates, date, are presented as follows:

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A China-based vendor

Vendor C - third party

the years year ended December 31, 2022, the vendors, being related parties, who accounted for 10% or more of the Company's purchases and its outstanding payable balances at year-end dates, date, are presented as follows:

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the year ended December 31, 2021, the vendors, being related parties, who accounted for 10% or more of the Company's purchases and its outstanding payable balances at year-end date, are presented as follows:

Year ended December 31, 2021

As of December 31, 2021

Percentage of cost of goods sold

HTL Manufacturing Pte Ltd. (related party)

HTL Furniture (China) Co., Ltd. (related party)

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the years ended December 31, 2021, 2022 and 2023, the Company did not have any interest and penalties associated with tax positions. As of December 31, 2022 and 2023, the Company did not have any significant unrecognized uncertain tax positions.

As of December 31, 2021, 2022 and 2023, the Company did not have any significant unrecognized uncertain tax positions.

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Management 10 changes

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table below sets forth the major related parties and their relationships with the Company as of December 31, 2023 2022 and 2021, and the period from January 1, 2024 to June 30, July 31, 2024:

1 unchanged paragraph

From January 1, 2024 to June 30, July 31,

1 unchanged paragraph

controlled by common shareholders and the controlling shareholders of goods - - - HTL Manufacturing Pte Ltd. Entity controlled by the controlling shareholder's daughter Purchase of goods 2,109,797 1,999,994 8,846 - - - Expenses paid on behalf by 252,580 - - - - HTL Marketing Entity controlled by common controlling shareholders Purchase of goods (1)(2) - 2,098,656 1,925,559 1,460,306 677,629 777,584 Sales rebate - - 68,111 51,654 52,479 60,531 Sales warranty rebate - - 136,222 103,308 78,718 90,796 Marketing support - - 263,652 199,948 652,476 IT and human resource service income - - - - 80,000 740,114 New Century Sofa India Private Limited Entity controlled by common controlling shareholders Purchase of goods - - 20,267 15,370 22,704 New Century International Homes Pte. Ltd. Entity controlled by common shareholders and the controlling shareholder to related party 730,300 - - - - HTL Furniture (China) Co., Ltd. Entity controlled by common controlling shareholders Purchase of goods 2,109,797 362,705 - - - - (1) The Company entered into a Products Supply Agreement with HTL Marketing on May 20, 2024. Pursuant to the Products Supply Agreement, the Company purchases the Goods from HTL Marketing in accordance with the agreed pricing structure. The parties agreed that the price of the Goods will be reviewed on an annual basis. The term of the Products Supply Agreement is 20 years commencing from January 4, (2) The Company entered into an Exclusive Brand Distribution Agreement on January 4, 2021, as amended by the Amended and Restated Exclusive Brand Distribution Agreement dated May 20, 2024 (the "Exclusive Brand Distribution Agreement"), pursuant to which HTL Marketing appointed HomesToLife Singapore as the exclusive retail distributor to market, promote and sell products carrying the "Domicil" and "Fabbrica" brands in Singapore with effect from 2001 and 2023, respectively.

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to the effectiveness of the registration statement, of which this prospectus forms a part, we plan to adopt post-offering amended and restated memorandum and articles of association to authorize the issuance of up to [●] Shares of par value [●] $0.0001 per share.

of the date immediately prior to this offering, [●] 13,250,000 Shares of par value [●] $0.0001 were issued, fully paid and outstanding and no preference shares were in issue. Upon completion of this offering, we will have [●] [14,500,000] Shares issued and outstanding, assuming the underwriter does not elect to exercise their option to purchase additional Shares from us and no preference shares will be in issue.

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Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil the indemnified person's own fraud or dishonesty or against the consequences of committing a crime.

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completion of this offering, we will have [●] [14,500,000] Shares outstanding. All of the Shares sold in this offering will be freely transferable by persons other than our "affiliates" without restriction or further registration under the Securities Act. Sales of substantial amounts of our Shares in the public market could adversely affect prevailing market prices of our Shares. Prior to this offering, there has been no public market for our Shares, and while we intend to submit application for the Shares to be listed on Nasdaq, we cannot assure you that a regular trading market will develop in the Shares.

Sales of substantial amounts of our Shares in the public market could adversely affect prevailing market prices of our Shares. Prior to this offering, there has been no public market for our Shares, and while we intend to submit application for the Shares to be listed on Nasdaq, we cannot assure you that a regular trading market will develop in the Shares.

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average weekly trading volume of our Shares on Nasdaq during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

of the then outstanding Shares of the same class, which will equal approximately [●] [145,000] Shares immediately after this offering assuming the over-allotment option is not exercised and [●] [146,875] Shares assuming the over-allotment option is exercised in full; or the average weekly trading volume of our Shares on Nasdaq during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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Plan of distribution 157 changes

connection with this offering, we will enter into an underwriting agreement with Eddid US Tiger Securities USA Inc., as representative of the underwriters, or the representative, in this offering. The representative may retain other brokers or dealers to act as sub-agents or selected dealers on their behalf in connection with this offering. The underwriters have agreed to purchase from us, on a firm commitment basis, the number of Shares set forth opposite its name below, at the offering price less the underwriting discounts set forth on the cover page of this prospectus:

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Eddid Securities USA Inc.

Tiger Securities Inc.

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have granted to the representative an option, exercisable for 45 days from the effective closing date of the registration statement, to purchase up to [●] [187,500] additional Shares (equal to 15% of the Shares initially offered by this prospectus) at the initial public offering price listed on the cover page of this prospectus, less underwriting discounts. The option may be exercised in whole or in part, and may be exercised more than once, during the 45-day option period. The underwriter may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering contemplated by this prospectus.

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following table shows the per share and total initial public offering price, underwriting discounts, and proceeds before expenses to the Company. These amounts are shown assuming both no exercise and full exercise of the underwriter's over-allotment option to purchase up to an additional [●] [187,500] Shares.

Public offering price (1)

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Initial public offering price

Initial public offering price per share is assumed as US$[●] US$[5] per share, which is the midpoint of the range set forth on the cover page of this prospectus.

1 unchanged paragraph

have agreed to grant the representative, for the twelve-month period following the closing of this offering, a right of first refusal, exercisable at the sole discretion of the representative, to provide investment banking services to us on terms that are the same or more favorable to us comparing to terms offered to us by other underwriters or placement agents for any future public and private equity, convertible or debt offerings of our securities during such period. The Right of First Refusal shall be subject to FINRA Rule 5110(g)(5), including that it may be terminated by us for cause, which shall be a breach by the representative of the engagement letter dated April 17, 2024, between the representative and us (the "Engagement Letter") or a material failure by the representative to provide the services as contemplated by the Engagement Letter.

have agreed to reimburse the underwriter up to a maximum of US$350,000 US$250,000 (inclusive of the Advance) for out-of-pocket accountable expenses, for all of its reasonable, out-of-pocket expenses (including, but not limited to, travel, due diligence expenses, reasonable fees and expenses of its legal counsel, roadshow and background check on the Company's principals) in connection with the performance of its services. We paid an expense advance of US$200,000 US$50,000 to the underwriter (the "Advance"), for the underwriter's anticipated out-of-pocket expenses, and any expense deposits will be returned to us to the extent the underwriter's incurred out-of-pocket accountable expenses are less than the Advance in accordance with FINRA Rule 5110(g)(4)(A).

estimate that the total expenses of the offering payable by us, excluding the underwriting discounts and the non-accountable expense allowance, will be approximately US$[●], including a maximum aggregate reimbursement of US$350,000 US$250,000 of underwriter's accountable expenses.

Right of Participation

We have agreed to grant the Representative, for the twelve-month period following the closing of this offering, a right to participate as an investment banker, joint book-runner and/or joint placement agent for any future public and private equity, convertible or debt offerings of our securities during such period.

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Stabilization, Short Positions, and Penalty Bids

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forth below is an itemization of the total expenses, excluding underwriting discounts and commissions and non-accountable expenses, that we expect to incur in connection with this offering. With the exception of the SEC registration fee and the Nasdaq listing fee, all amounts are estimates.

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^To be provided by amendment.

& Loeb LLP is acting as counsel to our Company regarding U.S. securities law matters. The validity of the Shares offered hereby will be passed upon for us by Ogier. Certain legal matters with respect to U.S. federal and New York State law in connection with this offering will be passed upon for the underwriter by Hunter Taubman Fischer & Li LLC. Legal matters as to Singapore law will be passed upon for us by Icon Law (SGP). and for the Underwriter by [●]. Loeb & Loeb LLP may rely upon Ogier with respect to matters governed by Cayman Islands law and Icon Law (SGP) with respect to matters governed by Singapore law.

combined financial statements as of December 31, 2023, and 2022 and 2021, and for each of the years then ended included in this prospectus have been so included in reliance on the report of Audit Alliance LLP, an independent registered public accounting firm, given on the authority of such firm as experts in accounting and auditing.

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of Independent Registered Public Accounting Firm (PCAOB ID: [3487])

Statements of Operations

Statements of Changes in Shareholders' Equity

Combined Statements of Cash Flows

Notes to Combined Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

on the Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 3487) Combined Balance Sheets Combined Statements of Operations Combined Statements of Changes in Shareholders' Equity Combined Statements of Cash Flows Notes to Combined Financial Statements to F-20 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of HOMESTOLIFE LTD Opinion on the Financial Statements We have audited the accompanying combined balance sheets of HomesToLife Ltd and Subsidiaries (collectively referred to as the "Company") as of December 31, 2023 and 2021, 2022 and 2023, the related combined statements of operations, changes in shareholders' equity and cash flows for each of the years in the two-year three-year period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2021, 2022 and 2023, and the results of its operations and its cash flows for each of the years in the two-year three-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United for Opinion financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. America.

financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

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have served as the Company's auditor since 2023. 2024.

we have issued the report on our opinion to the financial statements for the years ended December 31, 2022 and 2023 on July 17, 2024.

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Provision for reinstatement cost

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Ordinary share, US$0.0001 par value, 100,000,000 shares authorized, 13,250,000 shares issued and outstanding as of December 31, 2021, 2022 and 2023* 1,747 1,747 1,747 1,325 Additional paid-in capital 38,798,253 38,798,253 38,798,253 29,423,823 Accumulated other comprehensive loss (4,666,758 ) (4,666,758 ) (4,666,758 ) (3,539,177 ) Accumulated losses (33,469,844 ) (32,346,579 ) (32,027,666 ) (24,289,144 ) Total shareholders' equity 663,398 1,786,663 2,105,576 1,596,827 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 5,395,622 7,319,111 9,385,860 7,118,050 * The shares amounts are presented on a retroactive basis.

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Recovery from over-accruals

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Balance as of January 1, 2022 2021

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Balance as of December 31, 2021

Net income for the year

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Adjustments to reconcile net income to net cash provided by operating activities Depreciation of plant and equipment 83,482 77,552 62,699 47,550 Depreciation of right-of-use assets 1,215,568 1,201,519 1,514,559 1,148,611 Impairment loss of plant and equipment 13,083 - - - Loss on written off of inventories 43,404 9,566 16,748 12,702 Provision for reinstatement cost - 10,000 - - Unrealized foreign exchange losses - - 15,482 11,742 Change in operating assets and liabilities:

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Advance to former shareholder

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Company, through its subsidiaries, is principally engaged in the sale and distribution of leather and fabric upholstered furniture, such as, sofas, armchairs, recliners, and related accessories, with its unique design and craftmanship, throughout a network of retail stores under the brand name of "HomesToLife" in Singapore.

1 unchanged paragraph

International Pte. Ltd ("HIPL")

Incorporated on February 22, 2024

Issued and outstanding 1 ordinary share for SGD1

Pte. Ltd. ("HTL SG")

Incorporated on September 28, 1989

Issued and outstanding 38,800,000 ordinary shares for SGD38,800,000 and distribution of furniture The Company and its subsidiaries are hereinafter referred to as (the "Company").

Sale and distribution of furniture

Company and its subsidiaries are hereinafter referred to as (the "Company").

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to the Reorganization, HTL SG was held as to 100% by New Century International Homes Pte. Ltd, which is jointly controlled by Mr. Phua Yong Pin and Mr. Phua Yong Tat ("Phua Founders"). Upon completion of the Reorganization, Golden Hill Investments, Investment Limited, which is controlled by Phua Founders, ultimately owns [100%] 75.57% of the Company and HTL SG has become an indirect wholly-owned subsidiary of the Company.

3 unchanged paragraphs

Basis of Presentation

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Emerging Growth Company

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Principles of Consolidation

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Use of Estimates and Assumptions

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Foreign Currency Transaction

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Convenience Translation

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Accounts Receivables

Cash and Cash Equivalents

and cash equivalents consist primarily of cash in readily available checking and saving accounts. They consist of highly liquid investments that are readily convertible to cash and that mature within three months or less from the date of purchase. The carrying amounts approximate fair value due to the short maturities of these instruments.

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of December 31, 2021, 2022 and 2023, no allowances for estimated credit losses are recorded as the Company considers all of the outstanding accounts receivable fully collectible in the foreseeable future.

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are written down to estimated net realizable value, which could be impacted by certain factors including historical usage, expected demand, anticipated sales price, and other factors. The Company continuously evaluates the recoverability of the Company's inventories, and inventory provisions are recorded in the combined statements of operations and comprehensive income. Inventory provision is made by the Company for the years ended December 31, 2021, 2022 and 2023 were SGD103,599, SGD103,599 and SGD103,599 (US$78,567), respectively.

1 unchanged paragraph

Expected useful life

Leasehold improvements

Furniture and fittings

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. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Shorter of 3 years or the term of lease

2 unchanged paragraphs

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. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in the results of operations.

Impairment of Long-Lived Assets

accordance with the provisions of ASC Topic 360, Impairment or Disposal of Long-Lived Assets , all long-lived assets such as plant and equipment owned and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. No impairment losses were recognized for the years ended December 31, 2021, 2022 and 2023.

1 unchanged paragraph

Topic 606 provided the following overview of how revenue is recognized from the Company's contracts with customers:

Topic 606 provided the following overview of how revenue is recognized from the Company's contracts with customers: The Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services.

7 unchanged paragraphs

Company mainly generates revenues from the sale of products. The product is invoiced, and the revenue is recognized upon shipment or once transfer of risk has passed to the customer, which is the point at which the Company has satisfied its performance obligation.

received as deposits for the purchase orders made by the customers are recognized as customer deposits and included in liabilities on the balance sheet. Customer deposits are recognized as revenue when control over the ordered furniture is transferred to and accepted by the customer.

2 unchanged paragraphs

Company mainly generates revenues from the sale of products. The product is invoiced, and the revenue is recognized upon shipment or once transfer of risk has passed to the customer, which is the point at which the Company has satisfied its performance obligation.

received as deposits for the purchase orders made by the customers are recognized as customer deposits and included in liabilities on the balance sheet. Customer deposits are recognized as revenue when control over the ordered furniture is transferred to and accepted by the customer.

5 unchanged paragraphs

For the years ended December 31,

Sale of Leather and Fabric Upholstered Furniture

Sale of Case Goods and Accessories

1 unchanged paragraph

Shipping and Handling Costs

Topic 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. As the Company's chief operating decision maker has been identified as the chief executive officer, who reviews the combined results when making decisions about allocating resources and assessing performance of the Company, thus for the years ended December 31, 2023, and 2022, the Company has one single business segment operating in Singapore.

Company expenses advertising costs as incurred. Advertising costs for the years ended December 31, 2021, 2022 and 2023 were SGD181,691, SGD141,740 and SGD199,240 (US$141,100), (US$151,100), respectively.

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and 77 more changes in the filing

Exhibits 6 changes

16 unchanged paragraphs

to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in [●], Singapore, on [●], August 21, 2024.

(Principal Executive Officer)

Accounting and Financial Officer)

ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints [●] Phua Mei Ming and [●] Chew Kwang Yong and each of them, his or her true and lawful agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to (1) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (2) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (3) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (4) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.

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to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of HomesToLife Ltd has signed this registration statement or amendment thereto in [●] New York, New York, United States of America on [●], August 21, 2024.

Vice President on behalf of Cogency Global Inc.