HomesToLife: securities offering (amended)

Cover page 5 changes

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

As filed with the U.S. Securities

and Exchange Commission on September 19, 2024.

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PROSPECTUS DATED AUGUST 21, 2024

PROSPECTUS DATED SEPTEMBER 19, 2024

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Prospectus summary 1 change

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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 underwriters 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 2 changes

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over-allotment option.

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

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Risk factors 1 change

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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 14,500,000 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 six months 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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Use of proceeds 1 change

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 $4.1 million if the underwriters do not exercise their over-allotment option, and $[4.2 $4.9 million if the underwriters exercise their over-allotment option in full.

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Capitalization 1 change

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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 1,325 1,450 1,469 Additional paid-in capital (1) 29,423,823 32,677,484 33,539,965 33,473,698 34,336,179 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 1,596,827 4,850,613 5,713,113 5,646,827 6,509,327 Total Capitalization 1,596,827 4,850,613 5,713,113 5,646,827 6,509,327 (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 $4.1 million ($[5] ($6.25 million offering, less underwriting discounts of $[0.35], $0.4 million, non-accountable expenses of $0.06 million and offering expenses of approximately $[2.6 $1.7 million) if the underwriters' over-allotment option is not exercised, or $[4.1 $4.9 million ($[5] ($7.2 million offering, less underwriting discounts of $[0.35], $0.5 million, non-accountable expenses of $0.07 million and offering expenses of approximately $[2.6 $1.7 million) if the underwriters' over-allotment option is exercised in full.

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Dilution 3 changes

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net tangible book value as of December 31, 2023, was US$1,763,670, US$1,596,827, or US$0.13 US$0.12 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], $5,646,827, or $[0.35] $0.39 per outstanding Share. This represents an immediate increase in net tangible book value of $[0.22] $0.27 per Share to the existing shareholders, and an immediate dilution in net tangible book value of $[4.65] $4.61 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 $ 0.32 Pro forma net tangible book value per Share immediately after this offering $ 0.35 0.39 $ 0.40 0.44 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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MD&A 1 change

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following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the Company's combined financial statements and related notes appearing elsewhere in this prospectus. The following discussion gives effect to the restatement of our audited combined financial statements as of and for the years ended December 31, 2021, 2022 and 2023. Please see Note 13-Restatement of Previously Issued Combined Statements of Operations to the combined financial statements as of and for the years ended December 31, 2021, 2022 and 2023. In addition to historical information, this discussion and analysis here and throughout this prospectus contains forward-looking statements that involve risks, uncertainties and assumptions. The Company's actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under "Risk Factors" and elsewhere in this prospectus.

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Management 7 changes

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otherwise noted, the business address of each of the above entities or individuals is 6 Raffles Boulevard, #02-01/02, Marina Square, (2) Applicable percentage of ownership is based on 13,250,000 14,500,000 Shares outstanding immediately after the offering.

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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 July August 31, 2024:

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From January 1, 2024 to July August 31,

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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 1,999,994 8,846 - - - HTL Marketing Entity controlled by common controlling shareholders Purchase of goods (1)(2) - 2,098,656 1,925,559 1,460,306 777,584 911,774 Sales rebate - - 68,111 51,654 60,531 68,421 Sales warranty rebate - - 136,222 103,308 90,796 102,631 Marketing support - - 263,652 199,948 740,114 IT and human resource service income - - - - 134,000 New Century Sofa India Private Limited Entity controlled by common controlling shareholders Purchase of goods - - 20,267 15,370 22,704 HTL Furniture (China) Co., Ltd. Entity controlled by common controlling shareholders Purchase of goods 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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[●], September 17, 2024, the Company's board of directors approved the adoption of its related party transaction policy, or the "Related Party Transaction Policy", which sets forth, among others, the definition of a related party transaction and its review process which requires the submission of transaction details, including name of the related party, transaction value, timing of the transaction and nature of the transaction. All transactions determined to be a related party transaction under the Related Party Transaction Policy by the Company's general counsel are submitted to the Audit Committee for review. The Audit Committee will review the related party transaction in its entirety with specific consideration to the independent nature between the related party and the transaction execution process, and that the execution of the transaction is in the best interest of the Company. If a related party transaction is a continuing transaction, the Audit Committee, at a minimum, will review the transaction on an annual basis.

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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 [●] 100,000,000 Shares of par value $0.0001 per share.

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our directors and executive officers, and our existing 5% or more shareholders have agreed, subject to some exceptions, not to transfer or dispose of, directly or indirectly, any of our Shares, or any securities convertible into or exchangeable or exercisable for our Shares, for a period of six months after the date of this prospectus. After the expiration of the six-month period, the Shares held by our directors, executive officers and our existing 5% shareholders may be sold subject to the restrictions under Rule 144 under the Securities Act or by means of registered public offerings.

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Plan of distribution 314 changes

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have granted to the representative an option, exercisable for 45 days from the closing date of the registration statement, this offering, 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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have agreed to reimburse the underwriter up to a maximum of 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$50,000 US$150,000 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$[●], US$1.7 million, including a maximum aggregate reimbursement of US$250,000 of underwriter's accountable expenses.

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Company, on behalf of itself and any successor entity, will agree in the Underwriting Agreement that, without the prior written consent of the representative, it will not, for a period of six (6) months after the effective date of Company's registration statement this prospectus (the "Lock-Up Period"), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.

addition, each of our directors, officers and the principal shareholders (5% or more shareholders), has agreed to enter into customary lock-up agreements in favor of the representative that for a period of six (6) months from the effective date of Company's registration statement, this prospectus, they shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares of the Company or any securities convertible into or exercisable or exchangeable for Shares of the Company, subject to customary exceptions.

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^To be provided by amendment.

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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 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.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

have served as the Company's auditor since 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.

LTD AND SUBSIDIARIES

Cash and cash equivalents

Accounts receivables

Amounts due from related parties

Amount due from former shareholder

Deposit, prepayments and other receivables

Total current assets

Plant and equipment, net

Right-of-use assets, net

Total non-current assets

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

Accrued liabilities and other payables

Total current liabilities

Long-term liabilities:

Total long-term liabilities

Commitments and contingencies

Shareholders' equity

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.

accompanying notes to the combined financial statements.

LTD AND SUBSIDIARIES

STATEMENTS OF OPERATIONS

Years ended December 31,

Revenue from third parties

Sales and distribution expenses

General and administrative expenses

Total operating expenses

Income from operations

Total other income, net

Income before income taxes

Weighted average number of ordinary shares:

EARNINGS PER SHARE - BASIC AND DILUTED

The shares amounts are presented on a retroactive basis.

accompanying notes to the combined financial statements.

LTD AND SUBSIDIARIES

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

Balance as of January 1, 2021

Net income for the year

Balance as of December 31, 2021

Net income for the year

Balance as of December 31, 2022

Net income for the year

Balance as of December 31, 2023

Balance as of December 31, 2023 (USD)

The shares amounts are presented on a retroactive basis.

accompanying notes to the combined financial statements.

LTD AND SUBSIDIARIES

STATEMENTS OF CASH FLOWS

Years ended December 31,

Cash flows from operating activities:

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:

Deposits, prepayments, and other receivables

Accrued liabilities and other payables

Net cash provided by operating activities

Cash flows from investing activities:

Purchase of plant and equipment

Advance to former shareholder

Net cash used in investing activities

Cash flows from financing activities:

Advance from shareholder

Advance to related parties

Payments on lease liabilities

Net cash used in financing activities

Net change in cash and cash equivalent

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes

Cash paid for interest

accompanying notes to the combined financial statements.

LTD AND SUBSIDIARIES

and 234 more changes in the filing

Exhibits 3 changes

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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, September 19, 2024.

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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, September 19, 2024.

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