HomesToLife: securities offering

Cover page 70 changes

As filed with the U.S. Securities

and Exchange Commission on September 19, 2024.

filed with the Securities and Exchange Commission on August 25, 2026.

4 unchanged paragraphs

Raffles Boulevard, #02-01/02

Square, Singapore 039594

New York, New York 10168

including zip code, and telephone number, including area code, of registrant's principal executive offices)

including area code, of registrant's principal executive offices)

122 East 42 nd Street, 18 th Floor

1 unchanged paragraph

New York Avenue, N.W.

any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the

Securities Act of 1933 check the following box. ☐

Securities Act registration statement number of the earlier effective registration statement for the same offering ☐ this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the

Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

PROSPECTUS DATED SEPTEMBER 19, 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.

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.

in our Shares involves a high degree of risk, including the risk of losing your entire investment. See "Risk Factors" beginning on page 7 to read about factors you should consider before buying our Shares.

risks could result in a material change in the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Our Shares offered in this prospectus are shares of our Cayman

see "Risk Factors" beginning on page 7 of this prospectus for additional information.

Summary-Implications of Being an Emerging Growth Company" and "Prospectus Summary-Implications of Being a Foreign

Initial public offering price

Avenue of the Americas

date of commencement of proposed sale to the public: Promptly As soon as practicable after the effective date of this Registration Statement becomes effective.

any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒ this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act please of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Securities Act registration statement number of the earlier effective registration statement for the same offering ☐ by check mark whether the registrant is an emerging growth company, as defined in Rule 405 of the Securities Act of 1933 growth Company ☒ an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the registration statement shall become effective on such date as the

Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the

Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

information in this preliminary prospectus is not complete and may be changed or supplemented. We may not sell the these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting any an offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

TO COMPLETION, DATED AUGUST 25, 2026

are offering up to [●] ordinary shares of a nominal or par value of US$0.0001 each (the "Ordinary Shares") of

HomesToLife Ltd, a Cayman Islands exempted company ("we," "us," "our," "our Company,"

and the "Company"), directly to investors pursuant to this prospectus at an assumed offering price of US$[●] per share, which was the closing price of our Ordinary Shares on the Nasdaq Capital Market on [●], 2026, for gross proceeds of up to $[●]. The offering price per Ordinary Share will be determined between us and the placement agent based on market conditions at the time of pricing, and may be at a discount to the then current market price of our Ordinary Shares. Therefore, the recent market price of our Ordinary Shares referenced throughout this preliminary prospectus may not be indicative of the final offering price per Ordinary Share.

share price is volatile. Since our initial public offering (the "IPO") that was consummated on October 2, 2024, our Ordinary

Shares have traded at various prices from a low of $1.56 to a high of $13.74 per share. Our Ordinary Shares are listed on the

Nasdaq Capital Market under the symbol "HTLM". On August 21, 2026, the last reported sales price of our Ordinary Shares on the Nasdaq Capital Market was $1.82 per share.

have applied for a secondary listing by way of introduction (the "Introduction" or "Proposed Listing") of our

Ordinary Shares on the Main Board of Singapore Exchange Securities Trading Limited (the "SGX-ST"), which will be granted when we have been admitted to the Official List of the SGX-ST. Investors should not take our eligibility to list and admission to the

Official List of the SGX-ST as an indication of the merits of the Introduction, us and our subsidiaries or our Ordinary Shares. Except as may be otherwise agreed by us and the placement agent, the initial trading and settlement of the Ordinary Shares offered and sold in this offering will take place under a book-entry (scripless) securities settlement system operated by The Central Depository (Pte)

Limited ("CDP"), the Singapore clearing house and central depository. A purchaser of shares in this offering will receive only a customary confirmation from the registered dealer from or through whom shares are purchased and who is a CDP depository agent.

CDP is a DTC participant. The shares being offered will be held as book-entry interests in our registered Ordinary Shares by CDP for and on behalf of persons who maintain, either directly, or indirectly through CDP depository agents, securities accounts with CDP.

See "Plan of Distribution". A purchaser of shares in this offering is deemed to represent such purchaser's ability to receive such shares in accordance with Rule 105 of Regulation M.

will offer the Ordinary Shares and expect to issue them in a single closing. We expect this offering to be completed not later than one business day following the commencement of sales in this offering (after the effective date of the registration statement of which this prospectus forms a part), and we will deliver all securities to be issued in connection with this offering delivery versus payment or receipt versus payment, as the case may be, upon receipt of investor funds by us.

have engaged UOB Kay Hian Private Limited (the "placement agent" or "UOBKH"), to act as our exclusive placement agent in connection with this offering.

placement agent has agreed to use its best endeavours to arrange for the sale of the securities offered by this prospectus in Singapore to certain institutional and accredited investors. See "Plan of Distribution."

placement agent is not purchasing or selling any of the securities we are offering, and the placement agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the placement agent the placement agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no minimum offering requirement as a condition of closing this offering. We may sell fewer than all of the Ordinary Shares offered hereby, which may significantly reduce the proceeds we receive. Because there is no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus. See "Risk Factors" for more information regarding risks related to this offering. We will bear all costs associated with the offering. See "Plan of Distribution" for more information regarding these arrangements.

are a holding company incorporated in the Cayman Islands. As a holding company with no operations, we conduct all of our operations through our operating subsidiaries. The Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the

Cayman Islands. holding company, which has no material operations of its own and conducts substantially all of its operations through the operating entities established in Singapore. Investors of our Ordinary Shares should be aware that they may never directly hold equity interests in our subsidiaries.

are both an "emerging growth company" and a "foreign private issuer," each as defined under the U.S. federal securities laws, and, as such, may elect to comply with certain are eligible for reduced public company reporting requirements for this and future filings. See "Prospectus

in our Ordinary Shares involves a high degree of risk. Before buying any Ordinary Shares, you should carefully read the discussion of the material risks of investing in our Ordinary Shares under the heading "Risk Factors" beginning on page 14 of this prospectus.

the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Placement agent fees (1)

Proceeds to our Company before expenses

have agreed to pay the placement agent a cash fee equal to 3.0% of the aggregate gross proceeds raised in this offering and to reimburse the placement agent for certain of its offering-related expenses. See "Plan of Distribution" for a description of the compensation to be received by the placement agent.

of the securities hereby is expected to be made on or about , 2026, subject to the satisfaction of customary closing conditions.

Kay Hian Private Limited

ABOUT THIS PROSPECTUS

PRESENTATION OF FINANCIAL INFORMATION

MARKET AND INDUSTRY DATA

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

PRINCIPAL SHAREHOLDERS

CERTAIN MATERIAL INCOME TAX CONSIDERATIONS

ENFORCEABILITY OF CIVIL LIABILITIES

PLAN OF DISTRIBUTION

EXPENSES RELATING TO THIS OFFERING

WHERE YOU CAN FIND MORE INFORMATION

should rely only on the information contained in this prospectus. We have not, and the placement agent has not, authorized anyone to provide you with information different from what is contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We and the placement agent are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

investors outside of the United States, neither we nor the placement agent has done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, and Singapore where action for that purpose is required. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Ordinary Shares and the distribution of this prospectus outside of the United States.

Prospectus summary 176 changes

following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our Shares, discussed under "Risk Factors," before deciding whether to buy our Shares.

operating company, HomesToLife Singapore, is one of the leading home furniture retailers that offers and sells customized furniture solutions in Singapore. As of the date of this prospectus, it has six retail store locations, and among furniture companies that sell furniture manufactured from China and other Asian countries, HomesToLife Singapore is the second largest in Singapore by the number of retail store locations. It has helped homeowners create living spaces that reflect their individuality since 2014. Its product offerings include leather and fabric upholstered furniture, case goods and accessories, and offers a one-stop shop for retail customers to furnish their homes. HomesToLife Singapore offers and sells selected HTL Group's products and brands of luxury contemporary furniture in Singapore, as well as products supplied by trusted third party suppliers. Pursuant to a 20-year exclusive Products Supply Agreement, with the exclusive period commencing from January 4, 2021, it has with HTL Marketing Pte. Ltd. ("HTL Marketing"), a HTL Group company owned and controlled by our controlling shareholders and Chairman/Vice Chairman, Messrs. Phua Yong Pin and Phua Yong Tat, HomesToLife Singapore has secured a long-term and reliable supply of leather and fabric upholstered furniture from partners within the HTL Group in different parts of China, and is able to offer its customers a wide selection of design, leather and fabric materials, configuration and function of sofas. For the fiscal year ended December 31, 2023, sales of leather and fabric upholstered furniture and case goods and accessories amounted to SGD5.9 million (US$4.5 million) and SGD0.9 million (US$0.7 million), representing approximately 87.3% and 12.7%, respectively, of our total sales revenue.

target the premium mass market by providing customers high-quality luxury products with affordable, reliable and customizable options, HomesToLife Singapore also reserves and dedicates an exclusive space in certain HomesToLife Singapore retail stores in Singapore for the marketing and selling of furniture under HTL's "Domicil" brand and "Fabbrica" brand, two European furniture brands offering premium and luxury products that are designed by top designers from around the world and targeted at the middle and upper class consumer markets.

has a long-standing pledge to offer fair prices, great value, consistent and reliable quality, and on-time delivery to its customers.

It maintains a website: www.homestolife.com offering consumers a seamless shopping experience online and post-sales customer service support. HomesToLife Cayman plans to use a significant portion of the proceeds from its initial public offering ("IPO") to fund the expansion of its business and opening of new store locations in other parts of Asia including, Taiwan, Korea, Indonesia and Malaysia. Its mission is to become a leading home furniture retailer in all of Asia.

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."

in our Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Shares. Below please find a summary of the principal risks we face, organized under relevant headings. These risks are discussed more fully in the section titled "Risk Factors."

Related to Our Business

may incur losses in the future.

success depends on our ability to retain our core management team and other key personnel.

success depends in part on our ability to increase our net revenue per active customer. If our efforts to increase customer loyalty and repeat purchasing as well as maintain high levels of customer engagement are not successful, our growth prospects and net revenue will be materially adversely affected.

business depends on our ability to build and maintain strong brands. We may not be able to maintain and enhance our "HomesToLife" brand if we receive unfavorable customer complaints, negative publicity or otherwise fail to live up to consumers' expectations, which could materially adversely affect our business, results of operations and growth prospects.

failure to operate effectively in a highly competitive and evolving industry could have a material adverse effect on our business.

business may be affected by increase in rental expenses or the termination of leases of our retail stores.

may not succeed in implementing our business strategies and future expansion plan.

may not be able to adequately protect our intellectual property rights and there may be copycat counterfeit competition and an inability to protect or use our intellectual property rights may adversely affect our business.

may be subject to supply chain disruptions, which could have a material adverse effect on our business, financial condition and results of operations.

Related to Doing Business in Singapore

adverse material changes to the Singapore market (whether localized or resulting from global economic or other conditions) such as the occurrence of an economic recession, pandemic or widespread outbreak of an infectious disease (such as COVID-19), could have a material adverse effect on our business, results of operations and financial condition. Many of the economies in Asia, including Singapore, are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability in the future.

operating subsidiary is subject to the laws of Singapore, which differ in certain material respects from the laws of the United States.

change in government regulations may materially and adversely affect our operations and financial condition.

ability of our subsidiary in Singapore to distribute dividends to us may be subject to restrictions under applicable laws.

Related to Our Corporate Structure, Our Securities and This Offering will incur significant expenses and devote other significant resources and management time as a result of being a public company, which may negatively impact our financial performance and could cause our results of operations and financial condition to suffer.

we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud, and investor confidence and the market price of our shares may be materially and adversely affected.

may be difficult for you to enforce any judgment obtained in the United States against us, our Directors, Executive Officers or our affiliates.

will be subject to changing laws, rules and regulations in the U.S. regarding regulatory matters, corporate governance and public disclosure that will increase both our costs and the risks associated with non-compliance.

market price of our Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the public offering price. The sale or availability for sale of substantial amounts of our Shares could adversely affect their market price.

analysts may not publish favorable research or reports about our business or may publish no in-formation at all, which could cause our stock price or trading volume to decline. Because our public offering price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

a company incorporated in the Cayman Islands, we may adopt certain home country practices in relation to corporate governance matters that differ significantly from corporate governance requirements of Nasdaq. These practices may afford less protection to shareholders than they would enjoy if we complied fully with corporate governance requirements of Nasdaq.

obtained against us by our shareholders may not be enforceable.

our Shares are listed on Nasdaq, we cannot assure you that we will be able to meet the continued listing standards of Nasdaq in the future.

COVID-19 outbreak has adversely affected (and a significant outbreak of other infectious diseases could result in an additional widespread health crisis that could adversely affect) the economies and financial markets worldwide, and the business of the Company could be materially and adversely affected by the COVID-19 outbreak and any such other outbreak. Furthermore, our business may be adversely affected if continued concerns relating to COVID-19 continue to restrict travel, or result in the Company's personnel, suppliers, vendors and services providers being unavailable to pursue their business objectives free of COVID-19 related restrictions. The extent to which COVID-19 impacts our business in the future will depend on future developments, which are highly uncertain and cannot be predicted, including for example new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact. If the disruptions posed by COVID-19 or other matters of global concern continue for an extended period of time, our ability to pursue our business objectives may be materially adversely affected. In addition, our ability to raise equity and debt financing which may be adversely impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all.

of Our Being an "Emerging Growth Company"

a Company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an "emerging growth Company" as defined in the Jumpstart Our Business Startups Act of 2012, or the "JOBS Act." An "emerging growth Company" may take advantage of reduced reporting requirements that are otherwise applicable to larger public companies. In particular, as an emerging growth Company, we:

present only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations;

not required to provide a detailed narrative disclosure discussing our compensation principles, objectives and elements and analyzing how those elements fit with our principles and objectives, which is commonly referred to as "compensation discussion and analysis";

not required to obtain an attestation and report from our auditors on our management's assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002;

not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements (commonly referred to as the "say-on-pay," "say-on frequency," and "say-on-golden-parachute" votes);

exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;

eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 of the will not be required to conduct an evaluation of our internal control over financial reporting until our second annual report on Form 20-F following the effectiveness of our initial public offering.

the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth Company. The JOBS Act provides that we would cease to be an "emerging growth Company" at the end of the fiscal year in which the fifth anniversary of our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended (the "Securities Act") occurred, if we have more than $1.235 billion in annual revenue, have more than $700 million in market value of our Shares held by non-affiliates, or issue more than $1 billion in principal amount of non-convertible debt over a three-year period.

summary highlights information contained elsewhere or incorporated by reference in this prospectus. This summary may not contain all of the information that may be important to you, and we urge you to read this entire prospectus carefully, including the "Risk Factors," and our consolidated and combined financial statements and notes to those statements, included elsewhere or incorporated by reference in this prospectus, before deciding to invest in our Ordinary Shares. This prospectus includes forward-looking statements that involve risks and uncertainties. See "Special Note Regarding Forward-Looking Statements."

are a global home furniture company headquartered in Singapore. Leveraging 50 years of heritage established by our founders, being our Executive Directors, our Group combines wholesale distribution, consumer retail and sourcing capabilities, supported by a diversified sourcing and supplier network across China, Vietnam and India.

Group operates through three core business divisions: (a) export division for supplying furniture to wholesale customers such as retailers and distributors worldwide; (b) leather trading division; and (c) retail division, with direct retail operations in Singapore and South Korea. Across these business divisions, our Group operates an integrated supply chain model that encompasses product design and development, sourcing from our manufacturing partners, and the coordination of logistics and distribution channels. This operating model enables our Group to translate designs into production-ready products efficiently, supporting both branded and white-label offerings, and allows us to deliver scale and consistency across multiple markets.

division for supplying furniture to customers worldwide

our export sales business, our Group engages in business-to-business sales of upholstered furniture and case goods to our customers, including but not limited to furniture retailers and distributors worldwide. Products are mainly sold on a wholesale basis under Free on Board (FOB) and landed terms and include both branded and white-label offerings.

our leather trading business, our Group procures raw hides from global suppliers and sells them principally to a related party tannery and other third parties. Such raw hides are processed by the tannery into finished upholstery leather which are in turn used by our related party manufacturers to manufacture upholstered furniture. The leather trading business ensures a stable supply of high-quality leather for our upholstered products, improves cost visibility across the supply chain, and facilitates the provision of custom colours and textures in our Group's product offerings.

division, with direct retail operations in Singapore and South Korea our retail business, our Group offers leather and fabric upholstered furniture, case goods and home accessories to end consumers through our retail store network across Singapore and South Korea.

retail operations primarily serve as a direct-to-consumer channel and brand showcase for our Group's upholstered furniture offerings.

The retail stores are strategically located in areas with good market potential or customer demands, taking into account population density, average income level of residents and their discretionary spending, and the presence of related trade mix in proximity.

retail business also functions as a testing platform for new designs, materials and retail concepts, providing customer insights that support our Group's product development and merchandising activities. The business is complemented by an e-commerce platform at www.homestolife.com offering online purchasing and post-sales support.

at June 30, 2026, our Group operates four Group-owned and directly operated retail stores in Singapore. In South Korea, our consumer retail operations comprise a combination of two Group-owned and directly operated retail stores and department store concessions.

Group's products are procured from related party manufacturers across China, Vietnam, and India, which our Group views as having the scale, cost and operational efficiency, to meet the supply requirements of our Group. This is supported by centralised freight management, warehousing and distribution capabilities, enabling seamless end-to-end service delivery. Across the supply chain, our Group maintains audit, quality and environmental compliance standards to support consistent execution and operational reliability.

provide end-to-end global logistics solutions for our customers, covering freight, customs, insurance, and shipping, from factory pick-up in China, Vietnam, and India, to shared shipping with leading freight forwarders, and last mile delivery service providers.

History and Structure

Company was incorporated in the Cayman Islands on February 16, 2024 under the Companies Act as an exempted company with limited liability under the name of "HomesToLife Ltd", and has been listed on the Nasdaq Capital Market since October 1, 2024 under the stock code "HTLM". Our Company's registration number is 407249. Our authorized share capital is currently US$50,000.00 divided into 500,000,000 Ordinary Shares of par value of US$0.0001 each.

Singapore, one of our operating subsidiaries, was initially incorporated in September 1989 under the name "Hwa Tat Lee Leather Pte Ltd" in Singapore by three brothers, Messrs. Phua Yong Pin, Phua Yong Sin and Phua Yong Tat (altogether known as, the "Phua Brothers"), as part of the then HTL Group of companies founded by the Phua Brothers. It underwent several name changes before becoming HomesToLife Pte. Ltd. in 2019. Its business transitioned from leather trading to furniture retail in 2014, was sold to a third party in 2018, before being subsequently returned to the beneficial ownership of Messrs. Phua Yong Pin and Phua Yong Tat in 2022.

preparation for the Company's IPO, our Group completed a reorganization (the "Reorganization") in May 2024. Prior to the Reorganization, HomesToLife Singapore was a wholly owned subsidiary of New Century International Homes Pte. Ltd., a Singapore incorporated company, which was in turn an indirect wholly owned subsidiary of Golden Hill Investments.

the Reorganization, HomesToLife Cayman directly owns HomesToLife International, which is the direct holding company of 100% shares of HomesToLife Singapore.

our Shares were priced on September 30, 2024, and began trading on the Nasdaq Capital Market under the ticker "HTLM" on October 1, 2024. Our IPO closed on October 2, 2024.

October 28, 2024, we incorporated HTL FE as a second operating company under HomesToLife International, expanding our business beyond retail in Singapore to export sales in Japan and South Korea.

May 19, 2025, we acquired 100% of the equity interests in HTL Marketing, a B2B procurer and supplier of premium upholstered furniture and leather materials for sofa manufacturing, from New Century International Homes Pte. Ltd., for a consideration of 75,000,000 Ordinary Shares of the Company issued to the seller. With the acquisition of HTL Marketing and its subsidiaries, the Company significantly expanded its operations to include the export of upholstered furniture across the Asia-Pacific, Europe and North America regions. New Century Furniture Pte. Ltd. ("NCFTP"), HTL France SAS ("HTLF"), HTL ANZ PTY LTD ("HTLA"), HTL Korea Co., Ltd. ("HTL Korea"), Hwa Tat Lee Japan Co., Ltd. ("HTL Japan"), Terasoh Co., Ltd. ("TCL"), HTL Taiwan Holding Pte. Ltd. ("HTL TW"), HTL (UK) Limited ("HTL UK") became wholly-owned subsidiaries of the Company on May 19, 2025 upon the acquisition of HTL Marketing.

at the date of this prospectus, our Group comprised the Company and its subsidiaries, HomesToLife International, HomesToLife Singapore, HTL FE, HTL Marketing, NCFTP, HTLF, HTLA, HTL Korea, HTL Japan, TCL, HTLTW, and HTL UK.

chart below illustrates our corporate structures and identifies our subsidiaries as of the date of this prospectus:

Directors believe that our competitive strengths include the following:

operate an integrated product design and development, sourcing and distribution platform Our Group operates an integrated product development, sourcing and distribution platform spanning product design and development, procurement of leather hides, sourcing of upholstered furniture from manufacturing partners, and coordination of logistics and distribution.

product design and development function is led by Mr. Phua Yong Tat, our Vice Chairman, who oversees our Group's product development, product design, brand promotion, and business expansion strategies. He is supported by two key design personnel based in Singapore, who coordinate the overall design direction and oversee design execution.

majority of our Group's product design and development work is outsourced to the HTL Group, pursuant to a service agreement under which our Group pays a professional fee for the design services rendered.

arrangement provides our Group with access to the scale and depth of the design resources available through the HTL Group, while allowing us to maintain a relatively lean in-house design team in Singapore. It facilitates the development of a broad and regularly refreshed product portfolio comprising hundreds of models to cater to our retail customers, and from which our export sales and wholesale customers may select products suitable for their respective markets and customer segments.

Group also coordinates the procurement of leather hides through our Central Procurement Unit and sources upholstered furniture from the HTL Group's factories in China, Vietnam and India. Logistics, freight, shipping and last-mile delivery are coordinated through third-party service providers. This operating model allows our Group to coordinate product specifications, production schedules and delivery requirements across our customer base, while retaining flexibility to respond to local market requirements and customer preferences.

this integrated platform, our Group supports both our own proprietary brands as well as white-label arrangements for wholesale customers, providing scalable and production-ready product offerings across different markets.

have an established export platform with global market reach and quick fulfilment capability Our Group has built an established wholesale export platform with global market reach, serving a wide customer base of furniture retailers and distributors in more than 30 countries across Asia-Pacific, Europe and North America. This platform enables the scaling of product offerings through B2B partners, with our products sold in more than 5,000 retail outlets globally (including retail outlets not directly operated by our Group, such as department stores and other retailers).

export revenue has grown steadily from US$311.1 million in FY2023 to US$349.6 million in FY2025. In FY2025, Europe accounted for approximately 59.7% of our export revenue, with Asia-Pacific and North America accounting for approximately 26.9% and 13.4% respectively. Although Europe is currently our largest export market, our presence across these three principal regions reduces our dependence on any single country and provides multiple avenues for the distribution of our products.

Group is further differentiated through our ability to offer both ready-stock and made-to-order fulfilment options. Where inventory is available at an overseas warehouse, selected ready-stock models may be delivered to wholesale and retail customers in that country within a shorter timeframe following confirmation of an order, while customised made-to-order sofas are generally available for delivery to customers within approximately 8 to 12 weeks.

dual fulfilment model, which combines customised production with quick-ship availability, provides our wholesale customers with the flexibility to plan regular inventory replenishment, while also responding to urgent or ad-hoc orders. This rapid fulfilment capability is supported by our Group's close working relationships with related party manufacturers and tannery operations within the HTL Group, which maintain ready production capacity and finished goods inventory for selected products to support fast-turnaround orders.

Group has in place 20-year term contract manufacturing agreements with these related party manufacturers within the HTL Group. These arrangements support continuity of supply and facilitate coordination over product specifications, production scheduling and quality requirements. We believe this quick-ship capability, with the availability of both ready-stock and made-to-order options, enhances our value proposition to wholesale customers and provides a significant competitive advantage.

have established multi-brand, white label, and customisation capabilities serving different customer segments Our Group maintains a diversified portfolio of six furniture brands: Domicil, Fabbrica, Corium, HomesToLife, RelaxStudio and Gallery, each positioned to address different consumer preferences and price segments across markets. This multi-brand approach enables our Group to tailor its product and brand mix to the characteristics of individual markets and distribution channels. In addition to distributing products under our own brands, our Group supplies white-label products to wholesale customers who sell our products under their own brands.

wholesale customers may select from a range of customisation options (including choice of leather or fabric, colour, configuration and sizing) without the cost and complexity of fully bespoke manufacturing, as our related-party manufacturers can produce a variety of specifications with their production infrastructure. This multi-brand and white-label model enables our Group to serve customers ranging from premium European furniture retailers to regional distributors and department store operators across Asia-Pacific, while maintaining consistent quality standards across our product lines.

1 unchanged paragraph

and 96 more changes in the filing

Risk factors 521 changes

investment in our Shares involves a high degree of risk. Before deciding whether to invest in our Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our combined financial statements and related notes. If any of these risks actually occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected, which could cause the trading price of our Shares to decline, resulting in a loss of all or part of your investment.

The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in our Shares if you can bear the risk of loss of your entire investment.

Related to Our Business

may incur losses in the future.

anticipate that our operating expenses, together with the increased general administrative expenses of a public company upon completion of this offering, will increase in the foreseeable future as we seek to maintain and continue to grow our business and attract potential customers. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. As a result of the foregoing and other factors, we may incur net losses in the future and may be unable to achieve or maintain profitability on a quarterly or annual basis for the foreseeable future.

we fail to manage our growth effectively, our business, financial condition and operating results could be harmed.

historical growth rates may not be sustainable or indicative of future growth. To manage our growth effectively, we must continue to implement our operational plans and strategies, improve and expand our infrastructure of people and information systems and expand, train and manage our employee base. If our new hires perform poorly, if we are unsuccessful in hiring, training, managing and integrating these new employees and staff, or if we are not successful in retaining our existing employees and staff, our business may be harmed. We also face significant competition for personnel. Failure to manage our hiring needs effectively or successfully integrate our new hires may have a material adverse effect on our business, financial condition and operating results. Properly managing our growth will also require us to establish consistent policies across regions and functions, and a failure to do so could likewise harm our business.

the growth of our business places significant demands on our operations, as well as our management and other employees. Further, we have faced and may continue to face a number of challenges to our expansion into physical retail locations, including locating retail space with a cost and geographic profile that will allow us to operate in highly desirable shopping locations, hiring in-store talent and expanding our physical retail operations in a cost-effective manner. We have entered into and may continue to enter into long-term leases before we know whether our physical retail strategy or a particular geography will be successful. We are also required to manage relationships with a growing number of suppliers, customers and other third parties across the world. Our information technology systems and our internal controls and procedures may not be adequate to support future growth of our supplier and employee base.

to manage our growth and organizational change effectively could lead us to over-invest or under-invest in technology and operations;

we fail to acquire new customers, reactivate prior customers or retain existing customers, or fail to do so in a cost-effective manner, our business, financial condition and operating results could be harmed.

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 strategy includes leveraging the value of our organic social media content and 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.

some of our new customers originate from word of mouth or other non-paid referrals from existing customers. If our efforts to satisfy our existing customers are not successful, we may not be able to acquire new customers or reactivate prior customers through these referrals, which may adversely affect how we continue to grow our business, or may require us to incur significantly higher marketing expenses in order to acquire new customers.

success depends in part on our ability to increase our net revenue per active customer. If our efforts to increase customer loyalty and repeat purchasing as well as maintain high levels of customer engagement are not successful, our growth prospects and net revenue will be materially adversely affected.

ability to grow our business depends on our ability to generate increased net revenue and repeat purchases from our customer base. Since our customer base in almost exclusively retail in nature, that would require us to maintain high levels of customer engagement. To do this, we must continue to provide our customers and potential customers with a unified, convenient, efficient and differentiated shopping experience by:

high quality of products;

superior pre-sale consulting, and post-sale customer support, services;

products on time and without damage; and

and further developing our online platforms to reduce conversion time from retail furniture consumers to customers.

we fail to increase net revenue per active customer, generate repeat purchases or maintain high levels of customer engagement, our growth prospects, operating results and financial condition could be materially adversely affected.

have faced and will continue to face price competition in the future. In addition, competitors with whom we compete, or who can obtain better pricing, more favorable contractual terms and conditions, or more favorable mix of products during periods of limited supply may be able to offer lower prices than we are able to offer. Our operating results and financial condition may be adversely affected by these and other industry-wide pricing pressures.

business depends on our ability to build and maintain strong brands. We may not be able to maintain and enhance our "HomesToLife" brand if we receive unfavorable customer complaints, negative publicity or otherwise fail to live up to consumers' expectations, which could materially adversely affect our business, results of operations and growth prospects.

mainly engaged in the sales of (i) upholstered sofas under the brands "Domicil," "Fabbrica" and other HTL brands;

and (ii) to a lesser extent, complementary furniture pieces, such as case goods, tables, bedding and mattress. Our ability to maintain and enhance our one-stop shop concept depends largely on our ability to maintain customer confidence in our product offerings, including by customizing our recommendations of high quality furniture to fit customers' living style; maintaining product availability and delivering products on time and without damage. If customers do not have a satisfactory shopping experience, they may seek out alternative offerings from our competitors and may not return to our retail stores as often in the future, or at all. In addition, unfavorable publicity regarding, product quality or availability, poor customer service, delivery problems, competitive pressures, litigation or regulatory activity, could seriously harm our reputation. Such negative publicity also could have an adverse effect on the size, engagement and loyalty of our customer base and result in decreased net revenue, which could adversely affect our business and financial results.

addition, maintaining and enhancing our "HomesToLife" brand name may require us to make substantial investments, and these investments may not be successful. If we fail to promote and maintain our brand, or if we incur excessive expenses in this effort, our business, operating results and financial condition may be materially adversely affected. We anticipate that, as our market becomes increasingly competitive, maintaining and enhancing our brand may become increasingly difficult and expensive. Maintaining and enhancing our brand will depend largely on our ability to provide high quality products to our customers.

complaints or negative publicity about our stores, products, delivery times, company practices, employees, customer data handling and security practices or customer support, could rapidly and severely diminish consumer confidence in us and result in harm to our "HomesToLife" brand name and decreased revenue, whether or not the complaints and negative sentiment are based in fact.

physical retail stores may not achieve sales or operations targets and may negatively impact our financial results.

operate six physical retail stores in Singapore. We believe that continued expansion into new physical retail stores represents a growth opportunity for us. Our growth strategy is dependent on our ability to identify and open future store locations in new and existing markets.

Our ability to open stores in a timely and successful manner depends in part on the following factors: the availability of desirable store locations; the availability and costs of construction labor and materials; local permitting timelines; the ability to negotiate acceptable lease and development terms at reasonable rates, including the length of rental periods and renewal options and the ability to obtain termination rights; our ability to obtain all required approvals and comply with other regulatory requirements; our relationships with current and prospective landlords; the ability to secure and manage the inventory necessary for the launch and operation of new stores; the availability of capital funding for expansion; and general economic conditions. Any or all of these factors and conditions could materially adversely affect our growth and profitability.

store openings may negatively impact our financial results due to the effect of store opening costs and lower sales during the initial period following opening. New stores, particularly those in new markets, build their brand recognition and customer base over time and, as a result, may have lower margins and incur higher operating expenses. We may not anticipate all of the challenges imposed by the expansion of our operations into new geographic markets. We may not manage our expansion effectively, and our failure to achieve or properly execute our expansion plans could limit our growth or have a material adverse effect on our business, financial condition and results of operations.

efforts to expand our business into new geographic markets internationally will subject us to additional business, legal, financial and competitive risks, may not be successful and could adversely affect our profitability and operating results.

business success depends to some extent on our ability to expand our existing one-stop shop concept and product offerings into new geographic markets from time to time. Our plan to expand and further penetrate in the Singapore and Asian home furnishings market may be subject to risks such as:

associated with expanding our physical retail locations;

associated with strengthening information technology infrastructure to support anticipated growth in sales and supply volume;

in recruiting and retaining experienced sales, customer services and management personnel;

associated with potential strategic acquisitions; and

of complying with a wide variety of local laws and regulations.

occurrence of any of these risks could negatively affect our expansion plan and consequently our business and operating results.

the proceeds of the IPO, we have plans to open new HomesToLife stores in not only Singapore, but also Taiwan, Korea, Indonesia and Malaysia over the next twelve months, and other parts of Asia in longer term. Expanding internationally is time-consuming, requires significant amounts of management time and resources, substantial upfront investments, including investments in marketing, information technology and additional personnel. Expanding our one-stop shop concept internationally is particularly challenging because it requires us to gain country-specific knowledge about consumers, regional competitors and local laws, construct catalogs specific to the country, open new physical stores, and build local logistics capabilities. These technological and logistical challenges can result in failures or other quality issues that may cause customer dissatisfaction and harm our reputation and brand. In the future, we may also consider incorporating the franchise model in our international expansion plan although there is no assurance at this time that that is what we will do. We also cannot guarantee the success of the franchise model. We may not be able to generate satisfactory net revenue from these efforts to offset related costs. Any lack of market acceptance of our efforts to expand our one-stop shop concept and product offerings into new geographic markets could have a material adverse effect on our business, prospects, financial condition and operating results.

addition, our current and potential competitors in these new geographic markets may have greater brand recognition, financial resources, longer operating histories and larger customer bases than we do in these markets. If we are not successful to recoup our investments in these new markets, our business, financial condition and operating results may be materially adversely affected.

upholstered furniture industry we are in is heavily reliant on consumer spending, housing market conditions, and design trends.

upholstered furniture industry is heavily reliant on consumer spending, housing market conditions, and design trends. We target the premium mass market and at the middle and upper class consumer markets. If there is a decline of discretionary consumer spending or purchasing power in that demographics due to general economic conditions or other reasons, our business and operating results will be adversely affected. We target the customers who may be purchasing their second or third home and prefer furniture of premium quality at affordable prices. An unfavorable housing market condition can have material adverse effect on our business and operating results. We sell luxury contemporary leather and fabric upholstered furniture, such as, sofas, armchairs, recliners, and related accessories in Singapore. If we fail to move with the latest changes to the popular design trends in the market we operate, our business and operating results will suffer.

cybersecurity attack, data breach or other security incident could impact our sites, networks, systems, platforms, confidential information and assets causing damage and substantial harm to our business and operating results, reputation and brand, and resulting in proceedings or actions against us by government regulatory bodies or private parties.

collect, maintain, transmit and store data about our customers, employees, contractors, suppliers, vendors and others, including payment information and personally identifiable information, as well as other personal, confidential and proprietary information. In certain instances, we leverage and rely on third-party service providers to collect, maintain, transmit and store certain proprietary, personal and confidential information on our behalf, such as credit card data. To protect such data and other information from being breached, compromised or lost, we maintain and regularly assess against industry standard cybersecurity safeguards and best practices.

many businesses, despite all of our efforts to defend against cyber threats and respond to incidents, we, and our third party service providers, have in the past and will in the future continue to be subject to cyber-attacks, cyber security threats and attempts to compromise and penetrate our data security systems and disrupt our operations. Recent cybersecurity incidents impacting large institutions, including those resulting in the compromise of sensitive data and the disruption of critical systems, suggest that the risk of such cyber events is significant, even when reasonable measures to protect the confidentiality, integrity, and availability of information are implemented.

This may be as a result of deliberate malicious attempts to infiltrate our systems, including but not limited to, state-sponsored attackers or cybercriminal efforts, zero-day vulnerabilities, phishing attacks, software supply chain compromises, or non-malicious factors, including but not limited to, disruptions during the process of upgrading or replacing computer software or hardware, errors by the vendors we rely upon, or other disruptions that may jeopardize the security of our assets or information. We and our service providers may not anticipate or prevent all types of attacks until after they have already been launched and techniques used to obtain unauthorized access may change frequently and may not be known in the market. Security incidents such as ransomware attacks are becoming increasingly prevalent and severe, as well as increasingly difficult to detect. In addition, security breaches or data and asset leaks can also occur as a result of non-technical issues, including intentional or inadvertent actions by our employees or by persons with whom we have commercial relationships.

Further, the prevalence of remote work by some of our employees and those of our third-party service providers creates increased risk that a cybersecurity incident may occur.

addition to data loss and compromise, cybersecurity incidents or breaches of our security measures or those of our third-party service providers could result in interruption, disruption or malfunction of operations; costs relating to breach remediation, deployment or training of additional personnel and protection technologies, responses to governmental investigations and media inquiries and coverage;

engagement of third party experts and consultants; litigation, regulatory action and other potential liabilities. Any compromise or breach of our security measures, or those of our third-party service providers, could violate applicable privacy, data security and other laws and regulations, and cause significant legal and financial exposure, adverse publicity and a loss of confidence in our security measures, which could have a material adverse effect on our business, financial condition and operating results. Our reputation and brand could be damaged, our business may suffer, we could be required to expend significant capital and other resources to alleviate problems caused by such incidents and we could be exposed to a risk of loss, litigation or regulatory action and possible liability. Although we maintain cyber liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. We may need to devote significant resources to protect against security breaches or to address problems caused by breaches, diverting resources from the growth and expansion of our business.

failure to operate effectively in a highly competitive and evolving industry could have a material adverse effect on our business.

investment in our Ordinary Shares involves a high degree of risk. Before you decide to invest in our securities, you should carefully consider the following risks, as well as the risks that we incorporate herein by reference, which include the risks described under the caption "Risk Factors" in our 2025 Annual Report and in the other filings we make with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. The risks and uncertainties that we describe below and elsewhere are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we currently deem immaterial, may also impair our business operations or adversely affect our financial condition. The risks described in these documents are not the only ones we face, but those that we consider to be material. Please also read carefully the section titled "Cautionary Note Regarding Forward-Looking Statements," where we describe additional uncertainties associated with our business and the forward-looking statements included or incorporated by reference in this prospectus.

Relating to our Industry and Business

business is subject to a number of risks, including risks that may prevent us from achieving our business objectives or may materially and adversely affect our business, financial condition, results of operations, cash flows and prospects that you should consider before making a decision to invest in our Shares. These risks include, but are not limited to, the following:

rely materially on related party suppliers within the HTL Group, and any disruption or conflict in these relationships may materially and adversely affect our business. Such arrangements materially and adversely exposes us to unique risk. Any disruption to our relationship with these suppliers or to their operations, or our inability to identify alternative furniture suppliers, may materially and adversely affect our business operations and financial results Our Group's purchases from related-party suppliers within the HTL Group, which constitute a substantial majority of our Group's total cost of goods sold. For FY2025, these related-party suppliers collectively accounted for approximately 94.3% of our Group's total purchases. These suppliers are outside our Group but are ultimately owned or controlled by our Controlling Shareholders. See " Related Party Transactions " in our 2025 Annual Report.

business relies heavily on a stable and adequate supply of furniture from these suppliers. If our business relationships with these suppliers are interrupted or terminated, this may lead to a material interruption of our operations or delays in fulfilling our customer orders until we find suitable alternative supplier(s). In addition, events that adversely affect our suppliers or their operations could impair our ability to obtain the furniture supply that we require. Such events include financial difficulties, labour disputes or shortages, increased costs or shortages of raw materials, production capacity constraints, quality control issues, regulatory non-compliance, loss of licences or certifications, reputational issues, as well as natural disasters, pandemics, or other catastrophic occurrences. Any such event could impair their ability to supply to us products of the required quantity or quality or deliver them within the required timeline.

we have entered into long term contract manufacturing agreements with these suppliers, there is no assurance that the agreements will remain in force or be renewed on commercially favourable terms upon their expiration. In the event of any early termination or non-renewal of our agreements with these suppliers, or in the event of any disruption, delay or inability on the part of our suppliers to manufacture sufficient and quality products to us within the required time frame, we may not be able to identify alternative suppliers on commercially acceptable terms, within a reasonable period of time, or at all. Any failure or extended delays in securing an alternative source could result in late shipments of our products to our customers, which could materially and adversely affect our customer relationships, our brand image, business, financial condition, results of operations and prospects.

we experience significant increased demand for our products, there can be no assurance that additional supplies of furniture will be available for us when required on acceptable terms, or at all, or our suppliers would allocate sufficient capacity to us in order to meet our requirements, fulfil our orders in a timely manner or meet our strict quality standards. Even if our existing suppliers are able to meet our needs or if we are able to find new manufacturers, we may encounter delays in production, inconsistencies in quality and additional costs. We are not likely to be able to pass the increased costs to the customer immediately, if at all, which may decrease or eliminate our profitability in any period. Any delays or interruption in or increased costs of purchases could reduce our revenue and margins and have a material and adverse effect on our business, financial condition, results of operations and prospects.

addition, our Group is dependent on related parties within the HTL Group for the provision of financial management services. Any disruption, termination or deterioration in the quality of such financial management services, or any failure by the relevant related parties to perform these services in a timely and effective manner, could adversely affect our Group's financial reporting, treasury operations, cash management and overall financial controls. In the event that such arrangements are terminated or not renewed on commercially acceptable terms, there can be no assurance that we will be able to develop adequate in-house capabilities or engage suitable third-party service providers within a reasonable period of time or on comparable terms, which could materially and adversely affect our business, financial condition, results of operations and prospects.

Group is substantially dependent on our export business, and any adverse development affecting our export customers, destination markets, cross-border logistics or international trade conditions may materially and adversely affect our business export business accounted for approximately 95.4%, 93.1%, 92.5% and 94.2% of our revenue in FY2023, FY2024, FY2025 and 1Q2026 respectively.

Accordingly, our revenue and profitability are substantially dependent on the continued performance of our export business and the demand for our products in overseas markets.

export business is subject to various factors beyond our control, including the purchasing decisions and inventory requirements of our wholesale customers and distributors, order lead times, credit terms, changes in consumer demand and economic conditions in our destination markets, competition, foreign exchange fluctuations, availability and cost of freight, shipping delays, port congestion, customs clearance, tariffs, trade duties, sanctions, import and export restrictions, changes in trade policies, geopolitical developments and other disruptions to cross-border logistics and international trade.

we are unable to respond effectively to such developments, diversify our revenue base, manage our logistics arrangements or pass on increased costs to our customers, our business, financial condition, results of operations and prospects may be materially and adversely affected.

Group's export customers are concentrated in Europe, and we are reliant on a few key wholesale customers export business is geographically concentrated in Europe, with Europe accounting for approximately 62.4%, 63.0%, 64.5%, and 66.3% of our total export business revenue in FY2023, FY2024, FY2025 and 1Q2026 respectively. Any adverse economic, regulatory or political developments in this region (including but not limited to prolonged economic downturn, reduction in consumer spending or demand, changes in import duties, tariffs, consumer protection regulations, trade restrictions or shifts in wholesale or retail consumer spending patterns) may disproportionately affect our revenue and profitability.

concentration of our export business among a limited number of major wholesale customers, further amplifies the risk that any loss of, or reduction in orders from, a single key customer could have a material adverse effect on our business, financial condition, results of operations and prospects.

leather trading business depends substantially on our related party tannery and global suppliers of raw leather hides leather trading business involves the procurement of raw leather hides from global suppliers in Australia, Brazil, and the United States.

Our leather trading revenue accounted for approximately 3.0%, 5.5%, 5.1% and 3.1% of our total revenue in FY2023, FY2024, FY2025 and substantial proportion of our revenue from our leather trading business comprises sales to a related party tannery within the HTL Group, Trends Leather (Yangzhou) Co., Ltd.. Sale of leather to the HTL Group accounted for approximately 100.0%, 90.5%, 98.6% and 100% of our leather trading revenue in FY2023, FY2024, FY2025 and 1Q2026 respectively. Any adverse development affecting the operations or demand of Trends Leather (Yangzhou) Co., Ltd., any disruption in the supply of raw hides from our sourcing markets (including regulatory restrictions on the export of raw hides, animal disease outbreaks, or environmental regulations in supplier countries), or any deterioration in the commercial terms of our leather trading arrangements, could have a material adverse effect on our leather trading revenue, our overall business, financial condition, results of operations and prospects.

supply and cost of our products are influenced by a number of factors, some of which are beyond our control do not manufacture our products. As a result, we are dependent on the ability of our suppliers to manufacture, procure and deliver products that meet our quality standards, technical specifications and delivery schedules, and we have limited control over their production processes, procurement decisions, labour arrangements, capacity allocation and compliance practices. The price, quality and supply of our products may therefore be affected by a number of factors outside our control, including fluctuations in the cost and availability of raw materials, components, packaging materials and labour, changes in energy, transportation, warehousing and logistics costs; production disruptions or capacity constraints at our suppliers' facilities, the imposition of import or export tariffs, duties, quotas, sanctions, trade restrictions, sales taxes or other governmental measures; changes in customs procedures or inspection requirements, adverse changes in foreign exchange rates; and delays or disruptions in international shipping, ports, freight forwarding, customs clearance or inland transportation.

addition, our suppliers' operations may be affected by events such as adverse weather conditions, natural disasters, epidemics or pandemics, fire, power shortages, labour disputes, industrial accidents, political or social instability, changes in local laws and regulations, heightened regulatory scrutiny, or other events that may interrupt production or delivery. We may also face risks arising from quality-control failures, defective products, non-compliance with our specifications or applicable regulatory requirements, or the inability of suppliers to maintain consistent production standards. If any of our suppliers were to suspend or reduce production, increase prices, fail to deliver products on time, deliver products that do not meet our quality requirements, or otherwise fail to perform their obligations, we may not be able to obtain alternative sources of supply on commercially reasonable terms, or at all, in a timely manner.

increase in procurement, raw material, labour, tariff, tax, logistics or other costs may increase the cost of our products. We may not be able to pass such increased costs on to our customers in full or in a timely manner, which could reduce our gross profit margin and profitability. Conversely, if we increase our selling prices in response to higher costs, demand for our products may decline and our competitiveness may be adversely affected. Any shortage, delay, disruption or quality issue in our supply chain could also result in order cancellations, loss of customers, damage to our reputation, increased warranty or replacement costs, inventory shortages, or reduced sales. Accordingly, any of these factors could materially and adversely affect our business, results of operations, financial condition and prospects.

may be subject to supply chain disruptions, which could have a material adverse effect on our business, financial condition and results of operations recent years, heightened trade and political tensions, have created uncertainty in global markets. The imposition of tariffs, restrictions on cross-border investments, export controls, and other protectionist measures have affected international trade flows and contributed to market volatility. These developments may continue or worsen, potentially impacting diplomatic and economic relations among major economies, which in turn may dampen global growth and disrupt supply chains.

a significant proportion of our suppliers are based in the PRC, any changes in PRC laws, regulations or industrial policies, including those affecting export controls, customs and inspections, environmental or labour standards, or other regulatory measures, could disrupt our suppliers' operations and adversely affect lead times and delivery reliability. Regional security tensions, including potential disruptions to maritime traffic through the Taiwan Strait and adjacent sea lanes, could delay shipments, necessitate rerouting, increase freight and insurance costs, or otherwise impair the timely movement of goods. Any of these PRC-specific geopolitical or geographic developments could materially disrupt our supply chain, increase our costs, reduce product availability and adversely affect our business, financial condition, results of operations and prospects.

all our major suppliers are currently fully operational, any disruption in their operations would impact our ability to procure and deliver our products to customers. Any future disruptions to ports and other shipping infrastructure resulting in increased transport times to deliver our products to customers, may limit our ability to fulfil orders and we may be unable to satisfy all of the demand for our products in a timely manner, which may adversely affect our relationships with our customers, our business, financial performance and financial condition.

historical performance may not be indicative of our future growth or financial results, and we may not be able to sustain our historical growth rates. If we fail to manage our growth effectively, our business, financial condition and operating results could be harmed historical growth rates may not be sustainable or indicative of future growth. Our business is categorised into three core divisions, namely, an export division, a leather trading division and a consumer retail division with direct operations in Singapore and South Korea.

Our historical performance may not be indicative of our future growth or financial results. There is no assurance that we will be able to grow our revenue in future periods. Our growth rates may decline for any number of possible reasons, and some of them are beyond our control, including decreasing customer numbers, decreasing customer demand, increasing competition, declining growth of the furniture industry in general, shortage of raw materials, price increase of raw materials, or changes in government policies or general economic conditions.

manage our growth effectively, we must continue to implement our operational plans and strategies, improve and expand our infrastructure of people and information systems and expand, train and manage our employees. We plan to expand our sales network and product and services offerings so as to increase our customer base and sales volume. However, there can be no assurance that we will be able to effectively execute this strategy or that such strategy will be successful, and our sales may not grow as anticipated.

to manage our growth and organisational change effectively could lead to over-investment or under-investment in technology and operations, result in weaknesses in our infrastructure, systems or controls, give rise to operational mistakes, losses or loss of productivity or business opportunities, reduce customer satisfaction, limit our ability to respond to competitive pressures, and result in loss of employees and reduced productivity of remaining employees. If we are unable to manage the growth of our organization organisation effectively, our business, financial condition and operating results may be materially and adversely affected. If our growth rates decline, investors' perceptions of our business and prospects may be adversely affected and the market price of our securities could decline, which would lead to a material and adverse effect on our business, financial condition, results of operations and prospects.

inability by us to consummate and effectively integrate acquisitions into our business operations may adversely affect our results of operations may in the future invest time and resources into carefully assessing opportunities for acquisitions and/or strategic investments, and we continue to evaluate potential acquisition opportunities to support, strengthen and grow our business in the near term.

diligence and integration planning, acquisitions still present certain risks, including the time and economic costs of integrating an acquisition's IT system, as well as control and financial systems, unforeseen liabilities, and difficulties in bringing together different work cultures and personnel. There can be no assurance that we will be able to identify suitable acquisition targets or acquire potential acquisition targets on commercially reasonable terms, or integrate acquired businesses successfully in the future. Future acquisitions, including those we may consummate in the near term, may require us to incur additional debt and contingent liabilities, which may adversely affect our results of operations and combined financial condition. The process of integrating acquired businesses into our existing operations may result in operating, contractual and supply chain difficulties, such as the failure to retain customers or management personnel.

1 unchanged paragraph

3 unchanged paragraphs

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

1 unchanged paragraph

and 441 more changes in the filing

Use of proceeds 15 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 $4.1 million if the underwriters do not exercise their over-allotment option, and $4.9 million if the underwriters exercise their over-allotment option in full.

plan to use the net proceeds we receive from this offering for the following purposes:

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, Indonesia, and Malaysia;

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

which is which is expected to be approximately 10% of the net proceeds, for IT.

foregoing represents our current intentions based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering.

If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus. To the extent that the net proceeds we receive from this offering are not immediately used for the above purposes, we intend to invest our net proceeds in short-term, interest-bearing bank deposits or debt instruments. To the extent that our actual net proceeds are not sufficient to fund all of the proposed purposes, we will decrease our allocation of the net proceeds for the purposes set out above on a pro rata basis unless and until we can raise the balance of the funds required through equity or debt financing to fully fund our proposed uses above.

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

upon an assumed offering price of $[●] per Ordinary Share, which was the closing price of our Ordinary Shares on the Nasdaq Capital Market on [●], 2026, we estimate that we will receive gross proceeds from this offering of approximately US$[●], and net proceeds of approximately US$[●] after deducting estimated offering expenses of approximately $[●], if the maximum number of shares offered in this prospectus is sold. However, because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, and the net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus.

intend to use the net proceeds of this offering as follows, and we have ordered the specific uses of proceeds in order of priority. General corporate purposes may include capital expenditures.

General working capital

currently do not have any binding agreements, letters of intent or definitive arrangements with respect to any specific business venture.

Our plans for business expansion are preliminary in nature and are subject to change based on market conditions, the availability of suitable opportunities and the results of our due diligence. Accordingly, the timing, size and nature of any such transactions have not been determined at this time, and there can be no assurance that we will complete any particular business venture or acquisition.

actual allocation of proceeds realized from this offering will depend upon our operating revenue, cash position, our working capital requirements. We cannot currently allocate specific percentages of the net proceeds to us from this offering that we may use for these purposes. Therefore, as of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to be received upon the completion of this offering. Accordingly, we will have discretion in the application of the net proceeds, and investors will be relying on our judgment regarding the application of the proceeds of this offering. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a variety of capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

$1.00 increase (decrease) in the assumed offering price of US$[●] per Ordinary Share would increase (decrease) the net proceeds to us from this offering by approximately $[●] assuming the number of Ordinary Shares, offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated offering expenses payable by us. Further, for each 100,000 Ordinary Shares by which our offering size varies from our expected offering size of [●] Ordinary Shares, the net proceeds to us from this offering would increase or decrease by approximately $[●] assuming the estimated offering price remains the same.

Dividend policy 8 changes

have not previously declared or paid cash dividends and we have no plan to declare or pay any dividends in the near future on our shares.

We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

declaration, amount, and payment of any future dividends will be at the sole discretion of our board of directors, subject to compliance with applicable Cayman Islands laws regarding solvency. Our board of directors will take into account general economic and business conditions;

our financial condition and results of operations; our available cash and current and anticipated cash needs; capital requirements; contractual, legal, tax, and regulatory restrictions; and other implications on the payment of dividends by us to our shareholders or by our subsidiaries to us, and such other factors as our board of directors may deem relevant.

we have previously declared and paid cash dividends, there is no guarantee that we will declare or pay any dividends in the near future on our shares. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business. We may pay out dividends where we assess that we have sufficient available funds. However, even though we may intend to pay out such dividends, there is no guarantee that we will do so. Therefore, you should not rely on an investment in our Shares as a source for any future dividend income.

are a holding Company incorporated in the Cayman Islands. We rely principally on dividends from our Singapore subsidiary operating subsidiaries for our cash requirements, including any payment of dividends to our shareholders.

Company's board of directors has the authority to pay interim dividends, recommend and/or declare final dividends in accordance with the respective rights of the shareholders if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid. Subject to the requirements of the Companies Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of our shareholders but no dividend shall exceed the amount recommended by the directors. Even if our directors and shareholders decide to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on, among other things, our future results of operations and cash flow, our capital requirements and surplus, the amount of distributions, if any, received by us from our subsidiaries, our financial condition, contractual restrictions and other factors deemed relevant by our board of directors.

to the Companies Act and the post-offering amended and restated memorandum and articles of association, our Company in general meeting may declare dividends in accordance with the respective rights of the members but no dividend shall be declared in excess of the amount recommended by our board of directors. Subject to a solvency test, as prescribed in the Companies Act, and the provisions, if any, of post-offering amended and restated our Memorandum and Articles of Association, a company may pay dividends and distributions out of its share premium account. In addition, based upon English case law which is likely to be persuasive in the Cayman Islands, dividends may be paid out of distributable profits.

Capitalization 12 changes

an actual basis; and

should read this capitalization table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the combined financial statements and the related notes appearing elsewhere in this prospectus.

As adjusted (Over-allotment option not exercised)

As adjusted (Over-allotment option exercised in full)

following table sets forth our capitalization as of December 31, 2023: 2025:

an as adjusted basis to reflect the issuance and sale of the [●] Ordinary Shares by us in this offering at the an assumed initial public offering price of $5 US$[●] per Ordinary 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 placement agent discounts and the estimated offering expenses payable by us.

as adjusted information below is illustrative only, and our capitalization following the completion of this offering is subject to adjustment based on the actual net proceeds to us from the offering. You should read this table in conjunction with "Use of Proceeds" included elsewhere in this prospectus, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and related notes incorporated by reference.

of December 31, 2025

1 unchanged paragraph

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 1,325 1,450 1,469 Additional paid-in capital (1) 29,423,823 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 5,646,827 6,509,327 Total Capitalization 1,596,827 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 $4.1 million ($6.25 million offering, less underwriting discounts of $0.4 million, non-accountable expenses of $0.06 million and offering expenses of approximately $1.7 million) if the underwriters' over-allotment option is not exercised, or $4.9 million ($7.2 million offering, less underwriting discounts of $0.5 million, non-accountable expenses of $0.07 million and offering expenses of approximately $1.7 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.

Ordinary Shares, par value US$0.0001 per share, 500,000,000 Ordinary Shares authorized, 89,687,500 Ordinary Shares outstanding on an actual basis, [●] Ordinary Shares outstanding as adjusted basis 8,969 Additional paid-in capital 37,179,424 Accumulated other comprehensive loss (12,111,193 ) Retained earnings 2,764,110 Equity attributable to owners of the Company 27,841,310 Non-controlling interest Total Equity 27,841,310 Indebtedness Bank loan 10,389,094 Lease liabilities 7,497,260 Amount due to a director Total Indebtedness 17,886,354 Total Capitalization 45,727,664 Type of Debts Securities Terms of repayments Annual interest rate Actual Pro forma and Pro forma, As adjusted US$ US$ Bank loan NA 90-180days 5.52-5.94% 10,389,094 10,389,094 Lease liabilities NA 1-10years 1.2-7.59% 7,497,260 7,497,260 Total Indebtedness 17,886,354 17,886,354

Dilution 42 changes

net tangible book value as of December 31, 2023, was US$1,596,827, or 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 $5,646,827, or $0.39 per outstanding Share. This represents an immediate increase in net tangible book value of $0.27 per Share to the existing shareholders, and an immediate dilution in net tangible book value of $4.61 per Share to investors purchasing Shares in this offering. The as adjusted information discussed above is illustrative only.

following table illustrates such dilution:

No Exercise of Over-Allotment Option

Full Exercise of Over-Allotment Option

Assumed Initial public offering price per Share

Net tangible book value per Share as of December 31, 2023

Over-allotment option not exercised

Existing shareholder

option exercised in full

Existing shareholder

HISTORY AND STRUCTURE

Our Company was incorporated in the Cayman Islands

on February 16, 2024 under the Companies Act as an exempted company with limited liability. Our authorized share capital is currently US$10,000 divided into 100,000,000 Shares, par value US$0.0001 each.

principal operating subsidiary, HomesToLife Singapore, was initially incorporated in September 1989 under the name, "Hwa Tat Lee Leather Pte Ltd" in Singapore by three brothers, Messrs. Phua Yong Pin, Phua Yong Sin and Phua Yong Tat (altogether known as, the "Phua Brothers"), as part of the then HTL Group of companies founded by the Phua Brothers. It was initially engaged in the leather trading business. In 1999, it changed its name to "HTL Leather Pte Ltd." In 2009, it changed its name to "Trends Furniture Pte. Ltd." In 2014, it shifted to the furniture retail business. In 2019, it changed its name to "HomesToLife Pte.

In May 2014, HomesToLife Singapore started

operating as the retail arm of HTL International Holdings Pte. Ltd., a Singapore incorporated holding company with subsidiaries operating in the leather and fabric manufacturing and production of leather and fabric upholstered furniture business in different parts of China. Until September 2016, the Phua Brothers held at least a majority equity interest in HTL International Holdings Pte. Ltd. In August 2018, HomesToLife Singapore was sold as a stand-alone entity to a third party, Champion Retailing Pte. Ltd., a Singapore incorporated company, and from May 2022, the beneficial ownership of HomesToLife Singapore returned to Messrs. Phua Yong Pin and Phua Yong Tat. Prior to the reorganization described below, HomesToLife Singapore was a wholly-owned subsidiary of New Century International Homes Pte. Ltd., a Singapore incorporated company, which was in turn an indirect wholly-owned subsidiary of Golden Hill Investments.

preparation for the initial public offering, our Group completed a reorganization (the "Reorganization") from February to April 2024, which involved the following steps:

February 8, 2024, Golden Hill Capital Ltd. ("Golden Hill BVI") was incorporated in the British Virgin Islands as a wholly owned subsidiary of Golden Hill Capital Pte. Ltd. ● On February 16, 2024, HomesToLife Cayman was established under the laws of the Cayman Islands as an exempted company with limited liability. On the same day, Golden Hill BVI acquired 10,000 Shares of HomesToLife Cayman.

February 22, 2024, HomesToLife International Pte. Ltd. was incorporated in Singapore as a private company limited by shares and as a wholly owned subsidiary of HomesToLife Cayman.

March 12, 2024, HomesToLife International Pte. Ltd. acquired the 38,800,000 ordinary shares in the issued and paid-up share capital of HomesToLife Singapore from New Century International Homes Pte. Ltd. for a consideration of S$2,847,127.

April 24, 2024, HomesToLife Cayman issued 13,240,000 Shares to Golden Hill BVI ● On April 24, 2024, Summer Capital Pte. Ltd., a company controlled by our Chief Financial Officer, acquired 1,237,500 Shares of HomesToLife Cayman from Golden Hill BVI for a consideration of US$300,000.

May 2024, four investors (the "Pre-IPO Investors") acquired 660,000, 660,000, 630,000 and 50,000 ordinary shares of par value of US$0.0001 in the issued and paid-up share capital of HomesToLife Cayman from Golden Hill BVI for a consideration of US$160,000, US$160,000, US$152,710 and US$12,120, respectively.

the Reorganization, HomesToLife Cayman directly owns HomesToLife International Pte. Ltd., which is the direct holding company of 100% shares of HomesToLife Singapore. Golden Hill BVI, Summer Capital Pte. Ltd. and the Pre-IPO Investors collectively own all issued and outstanding Shares of HomesToLife Cayman.

at the date of this prospectus, our Group comprises of the Company and its subsidiaries, HomesToLife International Pte. Ltd. and chart below illustrates our corporate structures and identifies our subsidiaries prior to the IPO:

chart below illustrates our corporate structure and identifies our subsidiaries after giving effect to the IPO, assuming no over-allotment option is exercised:

you invest in our Ordinary Shares, your interest will be diluted for each Ordinary Share you purchase to the extent of the difference between the initial public assumed offering price per Ordinary Share and our net tangible book value per Ordinary Share after this offering. Dilution results from the fact that the initial public offering price per Share is substantially in excess of the net tangible book value per Share attributable to the existing shareholders for our presently outstanding Shares.

Dilution results from the fact that the assumed offering price per Ordinary Share is substantially in excess of the net tangible book value per Ordinary Share attributable to the existing shareholders for our presently outstanding Ordinary Shares. Our net tangible book value attributable to shareholders at December 31, 2025 was US$27,841,310 or approximately US$0.31 per ordinary share.

Net tangible book value per ordinary share as of December 31, 2025 represents the amount of total assets less intangible assets and total liabilities, divided by the number of Ordinary Shares outstanding.

Our as adjusted net tangible book value

of our Ordinary Shares as of December 31, 2025 gives effect to the sale of [●] Ordinary Shares upon completion of the offering at the assumed offering price of US$[●] per Ordinary Share, after deducting the placement discount and commission and estimated offering expenses. Our as adjusted net tangible book value as of December 31, 2025 will be approximately US$[●] or US$[●] per Ordinary Share. This would result in dilution to investors in this offering of approximately US$[●] per Ordinary Share or approximately [●]% from the assumed offering price of US$[●] per share. Net tangible book value per Ordinary Share would increase to the benefit of present shareholders by US$[●] per share attributable to the purchase of the Ordinary Shares by investors in this offering.

following table sets forth the estimated net tangible book value per ordinary share after the offering and the dilution to persons purchasing Ordinary Shares based on the foregoing offering assumptions.

offering price per Ordinary Share

tangible book value per Ordinary Share as of December 31, 2025 adjusted net tangible book value per Ordinary Share as of December 31, 2025 in net tangible book value per Ordinary Share to new investors in the offering adjusted net tangible book value as of December 31, 2025, is calculated as follows:

adjusted net tangible book value

pro forma as adjusted information as discussed above is illustrative only. Our as adjusted net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public number of Ordinary Shares sold in this offering and the actual offering price of our Ordinary Shares and other terms of this offering determined at the pricing.

$1.00 increase (decrease) in the assumed offering price of $[●] per Ordinary Share would increase (decrease) the net tangible book value per share after this offering by $[●] per share and the dilution to new investors purchasing Ordinary Shares in this offering by $[●] per share, assuming the number of Ordinary Shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting placement agent fees and estimated offering expenses payable by us.

If we only sell 75%, 50% or 25% of the

maximum offering amount, our net tangible book value per share after this offering would be $[●], $[●] or $[●], respectively, and the immediate dilution in net tangible book value per share to new investors purchasing Ordinary Shares in this offering would be $[●], $[●] or $[●], respectively.

Increase in net tangible book value per Share attributable to payments by new investors $ 0.27 $ 0.32 Pro forma net tangible book value per Share immediately after this offering $ 0.39 $ 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, 2025, the differences between existing shareholders and the new investors with respect to the number of our Ordinary Shares purchased from us, the total consideration paid and the average price per share before deducting the estimated underwriting placement agent discounts and the estimated offering expenses payable by us.

Ordinary Shares purchased

Existing shareholders

Principal stockholders 18 changes

following table sets forth information regarding the beneficial ownership of our Shares as of the date of this prospectus by our officers, directors, and 5% or greater beneficial owners of Shares. There is no other person or group of affiliated persons known by us to beneficially own more than 5% of our Shares. The following table assumes that none of our officers, directors or 5% or greater beneficial owners of our Shares will purchase shares in this offering. In addition, the following table assumes that the over-allotment option has not been exercised. Holders of our Shares are entitled to one (1) vote per share and vote on all matters submitted to a vote of our shareholders, except as may otherwise be required by law.

have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

of Beneficial Owners (1)

following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary share as of the date of this prospectus, and as adjusted to reflect the sale of the ordinary share offered in this offering for:

each of our directors and executive officers who beneficially owns our ordinary share; and each person known to us to own beneficially more than ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary share shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this offering is based on (i) Ordinary Shares issued and outstanding as of the date of this prospectus immediately prior to the effectiveness of the registration statement of which this prospectus is a part and (ii) Ordinary Share underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus. Percentage of beneficial ownership of each listed person after this offering includes (i) ordinary share outstanding immediately after the completion of this offering and (ii) Ordinary Share underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this prospectus, but excludes any shares issuable upon the exercise of the over-allotment option.

of the date of the prospectus, we have three shareholders of record, who are not located in the United States.

Beneficially Owned Before this Offering

Beneficially Owned after this Offering

of Beneficial Owner (1)

and Executive Officers:

Chai Zhengjie "Jeff"

Long Ai Ming (Lee Ai Ming)

All directors and executive

officers as a group (7 persons)

Golden Hill Capital Ltd (2)

New Century International

otherwise noted, the business address of each of the above entities or individuals is 12 Tai Seng Link, GRC Centre, #03-01A, Singapore 534233.

of Phua Yong Pin and Phua Yong Tat indirectly owns 50% of Golden Hill Capital Ltd and of New Century International Homes Pte. Ltd. As such, Phua Yong Pin and Phua Yong Tat are deemed to jointly beneficially own 85,012,500 Shares held through Golden Hill Capital Ltd and New Century International Homes Pte. Ltd.. The mailing address for Golden Hill Capital Ltd and of New Century International Homes Pte. Ltd. is 12 Tai Seng Link, GRC Centre, #03-01A, Singapore 534233

Plan of distribution 81 changes

connection with this offering, we will enter into an underwriting agreement with US Tiger Securities 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:

Name of Underwriters

Tiger Securities Inc.

underwriters are committed to purchase all the Shares offered by this prospectus if they purchase any Shares. The underwriters are not obligated to purchase the Shares covered by the underwriter's over-allotment option to purchase Shares as described below. The underwriters are offering the Shares, subject to prior sale, when, as, and if issued to and accepted by them, subject to approval of legal matters by their counsel and other conditions contained in the underwriting agreement, such as the receipt by the underwriters of officer's certificates and legal opinions. The underwriters reserve the right to withdraw, cancel, or modify offers to the public and to reject orders in whole or in part.

have granted to the representative an option, exercisable for 45 days from the closing date of 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.

underwriting discounts are equal to seven percent (7%) of the initial public offering price set forth on the cover of this prospectus.

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)

Underwriting discounts to be paid by us

Proceeds, before expenses, to us

Initial public offering price

per share is assumed as US$5 per share, which is the midpoint of the range set forth on the cover page of this prospectus.

will also pay to the underwriter by deduction from the net proceeds of the offering contemplated herein, a non-accountable expense allowance equal to one percent (1%) of the gross proceeds received by us from the sale of the Shares, including any Shares issued pursuant to the exercise of the underwriter's over-allotment option.

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$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$1.7 million, including a maximum aggregate reimbursement of 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.

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 date of 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 date of 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.

representative has no present intention to waive or shorten the lock-up period; however, the terms of the lock-up agreement may be waived at its discretion. In determining whether to waiver the terms of the lock-up agreement, the representative may base its decision on its assessment of the relative strengths of the securities markets and companies similar to ours in general, and the trading pattern of, and demand for, our securities in general.

If we are unable to provide this indemnification, we have agreed to contribute to payments the underwriters may be required to make in respect of those liabilities.

of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us or our affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.

have applied to list our Shares approved for listing/quotation on the Nasdaq under the symbol "HTLM." However, there can be no assurance that we will be successful in listing our Shares on the Nasdaq. We will not consummate and close this offering without a listing approval letter from Nasdaq.

Stabilization, Short Positions, and Penalty Bids

connection with this offering, the underwriters may engage in activities that stabilize, maintain or otherwise affect the price of our securities during and after this offering, including:

to cover positions created by short sales;

of penalty bids; and

covering transactions.

transactions consist of bids or purchases made for the purpose of preventing or retarding a decline in the market price of our securities while this offering is in progress. Stabilization transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. These transactions may also include making short sales of our Shares, which involve the sale by the underwriters of a greater number of Shares than they are required to purchase in this offering and purchasing Shares on the open market to cover short positions created by short sales. Short sales may be "covered short sales," which are short positions in an amount not greater than the underwriters' option to purchase additional shares referred to above, or may be "naked short sales," which are short positions in excess of that amount.

underwriters may close out any covered short position by either exercising their option, in whole or in part, or by purchasing our securities in the open market. In making this determination, the underwriters will consider, among other things, the price of our securities available for purchase in the open market as compared to the price at which they may purchase our securities through the over-allotment option.

short sales are short sales made in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing our securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of our securities in the open market that could adversely affect investors who purchased in this offering.

underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters has repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

stabilizing transactions, short sales, purchases to cover positions created by short sales, the imposition of penalty bids and syndicate covering transactions may have the effect of raising or maintaining the market price of our securities or preventing or retarding a decline in the market price of our securities. As a result of these activities, the price of our securities may be higher than the price that otherwise might exist in the open market. The underwriters may carry out these transactions on the Nasdaq, in the over-the-counter market or otherwise. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the shares. Neither we, nor any of the underwriters make any representation that the underwriters will engage in these stabilization transactions or that any transaction, once commenced, will not be discontinued without notice.

principal factors to be considered in determining the public offering price include:

information set forth in this prospectus and otherwise available to underwriters;

history and prospects and the history and prospects for the industry in which we compete;

past and present financial performance;

prospects for future earnings and the present state of our company;

general condition of the securities market at the time of this offering;

recent market prices of, and demand for, publicly traded shares of generally comparable companies; and other factors deemed relevant by the underwriters and us.

assumed public offering price set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market will develop for our Shares or that the Shares will trade in the public market at or above the public offering price.

underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and their affiliates may from time to time in the future engage with us and perform services for us or in the ordinary course of their business for which they will receive customary fees and expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments of us. The underwriters and their respective affiliates may also make investment recommendations and/or publish or express independent research views in respect of these securities or instruments and may at any time hold, or recommend to customers that they acquire, long and/or short positions in these securities and instruments.

prospectus in electronic format may be made available on the Internet sites or through other online services maintained by one or more of the underwriters participating in this offering, or by their affiliates. In those cases, prospective investors may view offering terms online and, depending upon the particular underwriter, prospective investors may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of our securities for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on any underwriter's website and any information contained in any other website maintained by an underwriter is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or any underwriter in its capacity as underwriter and should not be relied upon by investors.

you purchase the securities offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

addition to the public offering of the Shares in the United States, the underwriter may, subject to applicable foreign laws, also offer the Shares in certain countries.

Outside of the United States

to Prospective Investors in Hong Kong

Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance;

or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the Shares has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance.

to Prospective Investors in the People's Republic of China

prospectus may not be circulated or distributed in the PRC and the Shares may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws, rules and regulations of the PRC. For the purpose of this paragraph only, the PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

to Prospective Investors in Taiwan

Shares have not been and will not be registered with the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be sold, issued or offered within Taiwan through a public offering or in circumstances which constitutes an offer within the meaning of the Securities and Exchange Act of Taiwan that requires a registration or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer, sell, give advice regarding or otherwise intermediate the offering and sale of the Shares in Taiwan.

to Prospective Investors in the Cayman Islands

invitation, whether directly or indirectly may be made to the public in the Cayman Islands to subscribe for our Shares.

RELATING TO THIS OFFERING

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.

and Engraving Expenses

& 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). 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, 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.

YOU CAN FIND ADDITIONAL INFORMATION

have filed a registration statement, including relevant exhibits, with the SEC on Form F-1 under the Securities Act with respect to the Shares to be sold in this offering. This prospectus, which constitutes a part of the registration statement on Form F-1, does not contain all of the information contained in the registration statement. You should read our registration statements and their exhibits and schedules for further information with respect to us and our Shares.

upon the effectiveness of the registration statement on Form F-1 to which this prospectus is a part, we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC.

LTD AND SUBSIDIARIES

TO COMBINED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID: 3487) Combined Balance Sheets as of December 31, 2021, 2022 and 2023 Combined Statements of Operations for the Years ended December 31, 2021, 2022 and 2023 (As Restated) Combined Statements of Changes in Shareholders' Equity for the Years ended December 31, 2021, 2022 and 2023 Combined Statements of Cash Flows for the Years ended December 31, 2021, 2022 and 2023 Notes to Combined Financial Statements for the Years ended December 31, 2021, 2022 and 2023 to F-21 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, 2021, 2022 and 2023, the related combined statements of operations, changes in shareholders' equity and cash flows for each of the years in the 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, 2021, 2022 and 2023, and the results of its operations and its cash flows each of the years in the three-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Restatement of the 2022 and 2023

have engaged UOB Kay Hian Private Limited (the "placement agent" or "UOBKH"), to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its best endeavours to arrange for the sale of the Ordinary Shares offered by this prospectus in Singapore to certain institutional, accredited and other relevant investors under Singapore law.

The placement agent may engage sub-agents or selected dealers to assist with this offering.

offering price for this offering was determined between the Company and the placement agent based on arm's-length negotiations between the Company and the investors, in consultation with the placement agent based on the trading of our Ordinary Shares prior to the offering. In addition, other factors considered in determining the offering price of the securities we are offering include our history and prospects, the stage of development of our business, our business plans for the future and the extent to which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of the offering.

have agreed to pay the placement agent a placement commission equal to 3.0% of the offering price for each Ordinary Share sold in this offering, together with any applicable goods and services tax or other similar taxes, duties or levies. In addition, we have agreed to bear and pay all bona-fide and reasonable costs and expenses incurred in connection with this offering: (a) the preparation, printing, execution, reproduction and delivery of the placement agreement and other offering-related documents, (b) the fees and expenses of the placement agent's legal advisers, accountants and other professional advisers, if any, (c) all listing fees and travel, telephone, postage and other out-of-pocket expenses incurred in connection with this offering, (d) all filing fees and communication expenses associated with the review of this offering by FINRA, and (e) all stamp, registration, transfer and other similar taxes, duties, fees and charges arising in connection with this offering. The placement agent is entitled to deduct from the proceeds payable to the Company the placement commission and any amounts payable by the Company to the placement agent under the placement agreement.

have agreed to indemnify the several underwriters placement agent, against certain liabilities, including certain civil liabilities under the Securities Act and liabilities arising from breaches of representations, warranties and covenants contained in the placement agreement.

placement agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the resale of the securities sold by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. As an underwriter, the placement agent would be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 415(a)(4) under the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the placement agent acting as principal. Under these rules and regulations, the placement agent:

not engage in any stabilization activity in connection with our securities; and not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.

will deliver the Ordinary Shares being issued to the investors electronically upon receipt of investor funds for the purchase of the Ordinary Shares offered pursuant to this registration statement. We currently anticipate that the closing of the sale of the Ordinary Shares offered pursuant to this registration statement will take place, and we expect to deliver the Ordinary Shares that are purchased, on or about [●]. The obligations of the placement agent to close this offering are subject to certain conditions, including the absence of any material adverse change in our business and the receipt of customary letters and certificates.

and 6 more changes in the filing

Exhibits 45 changes

1 unchanged paragraph

1 unchanged paragraph

and 45 more changes in the filing