HomesToLife: Securities offering (amended)

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filed with the Securities and Exchange Commission on August 25, October 20, 2026.

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TO COMPLETION, DATED AUGUST 25, 2026

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.

TO COMPLETION, DATED OCTOBER 20, 2026

are offering up to [●] 13,000,000 ordinary shares of a nominal or par value of US$0.0001 each (the "Ordinary Shares") of

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

and the "Company"), directly to investors. In this prospectus, we are using an assumed offering price of US$1.65 per share, which was the closing price of our Ordinary Shares on the Nasdaq Capital Market ("Nasdaq") on October

19, 2026. At this price, our offering would yield gross proceeds of up to US$21,450,000. The offering price per Ordinary

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, the daily closing price of our Ordinary Shares has ranged from a low of $1.60 to a high of $12.55 per share. Our Ordinary

Shares are listed on Nasdaq under the symbol "HTLM".

We are offering the Ordinary Shares only to investors

who are located outside of the United States and who are not U.S. citizens or residents or entities organized under U.S. laws. If you are located inside the United States or a U.S. person (whether or not located inside the United States) you will not be permitted to purchase Ordinary Shares in this offering. See "Plan of Distribution - Selling Restrictions" for more information.

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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 Singapore 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. Singapore.

Forward-looking statements 11 changes

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means the financial period from January 1, 2026 to March 31, June 30, 2026;

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"HomesToLife Cayman" or "our Company" means HomesToLife Ltd, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act on February 16, 2024;

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"Company," or "HomesToLife Cayman"

means HomesToLife Ltd, an exempted company incorporated in the Cayman Islands with limited liability under the Companies Act on February 16, 2024;

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"GHC" means Golden Hill Capital Pte. Ltd.,

a company indirectly owned by Messrs. Phua Yong Pin and Phua Yong Tat, which in turn directly or indirectly owns and/or controls our Group and the related party entities which do not form part of our Group;

"GHC Group" means GHC and its subsidiaries

(but excluding our Group) as at the date of this prospectus.

"our Group", "we", "us", or "our" means our Company and its subsidiaries or any of them; or where the context so requires, in respect of the period before our Company becoming became the holding company of its present any given subsidiaries, such that term refers to those subsidiaries as if they were subsidiaries of our Company at the relevant given time or to the businesses which that they have since been acquired or carried on (including any periods during which those businesses were carried on by them or as the case may be their predecessors);

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Group" means collectively all of the entities controlled or owned by Messrs. Phua Yong Pin and Phua Yong Tat, who are also our founders and our Chairman and Vice Chairman respectively;

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Period" means the period comprising FY2023, FY2024, FY2025 and 1Q2026, 1H2026, and the period commencing from April July 1, 2026 up to June or "SGD" means Singapore dollar(s), the lawful currency of Singapore;

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Prospectus summary 30 changes

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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. In October 2026, our Group opened a new retail store in South Korea.

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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 GHC 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.

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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 was completed on October 2, 2024.

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May 19, 2025, we acquired 100% of the equity interests in HTL Marketing and its subsidiaries, 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 our Company. issued to The seller. With the acquisition of HTL Marketing and was undertaken as part of our Group's strategic objective of expanding its subsidiaries, the Company significantly expanded international business platform, strengthening its operations to include the export of upholstered furniture product development and merchandising capabilities and increasing its scale across key markets. Following the Asia-Pacific, Europe acquisition, our Group gained ownership of HTL Marketing's international network and North America regions. customer relationships, as well as a portfolio of operating subsidiaries located in Australia, France, Japan, South Korea and the United Kingdom. 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.

The acquisition formed part of our

Group's broader business development strategy and corporate reorganisation initiatives. The acquisition also streamlined our Group structure by consolidating HTL Marketing and its subsidiaries under our Company, and the Company significantly expanded its operations to include the export of upholstered furniture across the Asia-Pacific, Europe and North America regions.

In October 2026, NCFTP set up HomesToLife Inc. ("HomesToLife U.S.") in California, U.S. Corporate Structure As at the date of this prospectus, our Group comprised comprises 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 and HomesToLife U.S..

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majority of our Group's product design and development work is outsourced to the HTL GHC 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 GHC 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 GHC 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.

procurement of leather hides through our Central Procurement Unit provides our Group with the advantage of ensuring quality oversight and supply chain consistency. Our Group's Central Procurement Unit identifies, evaluates and selects raw hide suppliers based on quality, pricing, availability and delivery reliability, enabling our Group to maintain a higher degree of control over the quality and characteristics of the finished upholstery leather used in its products.

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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. Our Group's overseas warehousing capabilities are primarily in Japan (where our Group owns 2 warehouses). For European and other markets, our Group utilises third-party logistics providers and freight forwarders, and does not itself maintain or lease any warehouses. Our Group has a "dual fulfilment model" which allows our Group to fulfil orders through one of the following modes: (a) directly from manufacturing facilities on a made-to-order basis; or (b) "quick-ship availability", which refers to delivery of ready-stock models from existing inventory from our Group's owned warehouses (Japan) or through third-party logistics arrangements, thus allowing for a shorter timeframe between placement of the order and delivery of the goods.

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 GHC 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 GHC Group.

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.

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Each of Mr. Phua Yong Pin, our Chairman, and Mr. Phua Yong Tat, our Vice Chairman, has over 40 years of experience in the furniture industry.

Each of Mr. Phua Yong Pin, our Chairman, and Mr. Phua Yong Tat, our Vice Chairman, has 50 years of experience in the furniture industry. Messrs. Phua Yong Tat and Phua Yong Pin are primarily responsible for the formulation and implementation of our business strategies and the oversight of our operations. Messrs. Phua Yong Tat and Phua Yong Pin are supported by our CEO, Ms. Phua Mei Ming, who has over 25 years of experience in the furniture industry, and has been primarily responsible for driving both retail and wholesale operations, brand development and fostering organisational development of our Group. The depth of industry knowledge within our management team has enabled our Group to build and maintain long-standing relationships with our wholesale customers over the years. Many of our major wholesale customers have maintained purchasing relationships with our Group for over a considerable period, reflecting the trust and reliability that our management team has established in the global furniture market.

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strategies and future plans

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and grow our export and wholesale channels in existing and new markets export division, which accounted for over 92% of Group revenue in FY2025, is our primary growth engine. We intend to deepen our relationships with existing wholesale customers in our core European, Asia-Pacific and North American markets, through (a) product range expansion by developing curated product collections tailored to the specific preferences and market positioning of individual wholesale customers, including customisation options and white-label capabilities; (b) consistent brand messaging by adopting a unified brand positioning across channels to reinforce our Group's value proposition to wholesale partners; (c) enhanced retail and trade marketing support by providing wholesale customers with retail merchandising support, point-of-sale materials, and digital marketing assets; and (d) selective trade fair participation by maintaining an active presence at key international furniture exhibitions (including the Canton Fair, Shanghai Fair, and Brussels Fair) to showcase new products and strengthen trade relationships, while expanding into new wholesale markets.

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Collectively, these initiatives reflect a focused and disciplined brand direction with the strengthening of leadership in core markets while capturing scalable growth opportunities across Asia and other high-potential regions.

investments are also being made in both emerging and established markets, including the continued scaling of our India business following its our strategic entry in 2020. We sell upholstered furniture to New Century Trading (India) Private Limited, a related party of our Group. Collectively, these initiatives reflect a focused and disciplined brand direction with the strengthening of leadership in core markets while capturing scalable growth opportunities across Asia and other high-potential regions.

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South Korea, we intend to continue expanding our retail touchpoints through a combination of direct retail stores, department store concessions, and pop-up locations. In October 2026, our Group opened a new retail store in South Korea.

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in design innovation and product development capabilities and collaborating with designers and technology partners innovation and product development are central to our Group's growth strategy. Our Group has collaborated with international designers since the early 2010s, and has developed a broad portfolio of original product designs, many of which have achieved sustained commercial success. Our Group intends to maintain a regular pipeline of new product launches, and to continue introducing new offerings at international and regional trade fairs and consumer exhibitions to meet evolving market needs across geographies. We also intend to continue offering customisation options that allow our wholesale customers and retail partners to tailor selected product specifications and configurations without the cost or complexity associated with fully bespoke manufacturing. consistent with our Group's business model of outsourcing manufacturing to the GHC Group rather than establishing and operating its own manufacturing facilities. Specifically: (a) the GHC Group's manufacturing facilities benefit from economies of scale, established production processes and an experienced workforce, which enables the production of customised upholstered furniture at a lower cost than would be achievable if our Group were to establish its own manufacturing operations; (b) by outsourcing manufacturing, our Group avoids the capital expenditure, operational complexity and management resources that would be required to establish and operate its own manufacturing facilities, including investment in plant and equipment, recruitment and training of factory workers, and compliance with manufacturing-related regulatory requirements; and (c) this asset-light model is not an unusual approach adopted by other market players in the furniture wholesale distribution and retail industry which outsource manufacturing.

Group intends to maintain a regular pipeline of new product launches, which has been achieved by the product design and development strategy team who coordinate the overall design direction, including collaborating with international designers for certain product lines. Our Group also outsources product design and development work to the GHC Group, which mainly relates to design execution. Our Group retains the intellectual property rights to the product designs and development that have been undertaken by the GHC Group, as such product designs and development are commissioned by, and performed for, our Group.

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rely materially on related party suppliers within the HTL GHC 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.

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is not certain if the our Company will be classified as a Singapore tax resident.

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to [●] Ordinary Shares.

to 13,000,000 Ordinary Shares.

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Ordinary Shares, assuming all [●] 13,000,000 Ordinary Shares offered hereby are issued of Ordinary Shares are entitled to one vote per share.

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Risk factors 45 changes

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rely materially on related party suppliers within the HTL GHC 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 GHC 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. Our Group's major suppliers do not provide similar products or services to other competitors of our Group (except to the GHC Group itself), and our Group's interests are safeguarded pursuant to the provisions contained in the contract manufacturing agreements which prohibit the related party suppliers from providing manufacturing services to competitors without our Group's prior written consent.

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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. The contract manufacturing agreements contain provisions which allow our Group to terminate the agreements upon the occurrence of specified events (for instance upon a change of control of the supplier). 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.

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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.

addition, our Group is dependent on related parties within the HTL GHC 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% 93.9% of our revenue in FY2023, FY2024, FY2025 and 1Q2026 1H2026 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.

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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% 66.4% of our total export business revenue in FY2023, FY2024, FY2025 and 1Q2026 1H2026 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.

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Our leather trading revenue accounted for approximately 3.0%, 5.5%, 5.1% and 3.4% of our total revenue in FY2023, FY2024, FY2025 and 1H2026 respectively.

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 GHC Group, Trends Leather (Yangzhou) Co., Ltd.. Sale of leather to the HTL GHC Group accounted for approximately 100.0%, 90.5%, 98.6% and 100% of our leather trading revenue in FY2023, FY2024, FY2025 and 1Q2026 1H2026 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. While we seek to price our goods to take into account any increase in costs, in the event we are unable to pass on increased costs to our customers, our business, financial condition, results of operations and prospects may be materially and adversely affected.

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at the June 30, 2026, our Group has obtained all licences necessary for carrying on its businesses in their current scope, and has not experienced any material failures to renew licences or approvals, nor been subject to fines or suspensions that have materially impacted its business. Notwithstanding the foregoing, there can be no assurance that our Group will not face regulatory challenges in the future, or that any such challenges would not have a material adverse effect on our business, results of operations, financial position and prospects.

" Item 4.B. Business Overview - Government Regulations " of our 2025 Annual Report for more information on the relevant regulations and laws that we are subject to. In particular, during the Relevant Period, due to inadvertent omissions and administrative oversights, there were instances of procedural non-compliances by our Group, including, among others, missing corporate secretarial records of our Company and non-compliances with certain employment laws and regulations. While these non-compliances resulted in our Group being liable to fines, the amount of the fines is non-material and is unlikely to have a material adverse impact on our Group's financials and/or business operations. These non-compliances were subsequently rectified by the relevant Group Company making the relevant regulatory filings and undertaking the relevant actions prescribed by the relevant regulators.

Our Group takes its compliance obligations seriously and, upon identification of the matters described above, has taken, and will continue to take, appropriate steps to rectify such non-compliances and strengthen its internal compliance monitoring procedures to reduce the risk of similar occurrences in the future, including, without limitation, maintaining an internal corporate secretarial compliance calendar, which tracks all statutory filing deadlines for each Group entity across all jurisdictions in which our Group operates, and working closely with external corporate secretarial providers in the relevant jurisdictions to provide an additional layer of oversight and to assist with the timely preparation and submission of statutory filings. Notwithstanding such remedial measures, there can be no assurance that similar instances of non-compliance have not occurred, or will not occur in the future, in respect of our Company or any other member of our Group. Any such non-compliance could result in the imposition of fines, penalties or other regulatory sanctions which could have a material adverse effect on our Group's business, results of operations, financial position and prospects.

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is not certain if the our Company will be classified as a Singapore tax resident the Singapore Income Tax Act 1947 (the "Singapore Income Tax Act"), a company established outside Singapore could be considered tax resident in Singapore if the control and management of its business is exercised in Singapore. "Control and management" typically refers to the making of decisions on strategic matters, such as those concerning the company's policy and strategy. Where the control and management of a company is exercised is a question of fact. Usually, the location of the company's board of directors' meetings determines where the control and management of a company's business is exercised. Therefore, such control and management of business should not be considered to be exercised in Singapore if physical board meetings are conducted outside of Singapore.

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there were no material changes to the key management personnel that had a material adverse impact on our Group's financials and/or operations during the Relevant Period, we cannot guarantee that it will not happen in the future and if we lose the services of our key management personnel without timely and suitable replacement, this may adversely affect our business, results of operations, financial position and prospects.

for qualified personnel is often intense and we may incur significant costs or be unsuccessful in attracting, integrating, or retaining qualified personnel to fulfil our current or future needs have, from time to time, experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with relevant industry experience and appropriate qualifications. In addition, if any of our senior management or key personnel joins a competitor or engages in a competing business, we may lose business, trade secrets, business partners and key personnel. Furthermore, prospective candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. Thus, our ability to attract or retain suitably qualified employees may be adversely affected by any declines in the perceived value of our equity or equity awards. Furthermore, there is no assurance that the number of shares reserved for issuance under the Incentive Securities Plan will be sufficient to grant equity awards adequate to recruit new employees and to compensate existing employees. It If we are unable to attract or retain employees with the relevant experience, qualifications, or industry background, this may have a material adverse effect on our business, results of operations, financial position and prospects.

Directors' and Chief Executive Officer's other business activities may pose conflicts of time commitment and conflicts of interest Our Executive Directors and CEO have other business interests outside our Group that could potentially give rise to conflicts of time commitment.

For example, our Executive Directors and CEO own and/or are employed in executive positions in other companies within the HTL GHC Group that operate and conduct sale and manufacturing of such upholstered furniture and related goods.

is a chart showing the approximate percentages of the time devoted by our Executive Directors and CEO to matters concerning our Group and other companies outside of our Group in 2025.

To other companies outside of our Group (1)

Ms. Phua Mei Ming (2)

approximate percentages were estimated on the basis of a standard five-day work week of eight hours per day, assessed over the course of the calendar year ended December 31, 2025.

Phua Mei Ming holds directorships in several GHC Group entities and maintains strategic oversight over certain aspects of their operations, such as IT and branding. Her involvement only extends to general strategic oversight and she is not involved on a day-to-day basis in respect of operational matters.

In addition to Mr. Phua Yong Pin, Mr. Phua

Yong Tat and Ms. Phua Mei Ming, Mr. Phua Jing Yuh, our Group's Director of the Central Procurement Unit of HTL Marketing, also holds a concurrent position within the GHC Group. For the avoidance of doubt, Mr. Phua Jing Yuh does not hold any key executive positions with the GHC Group, and his role is limited to being a statutory director of certain related party manufacturers under the GHC Group. He does not exercise executive decision-making authority within the GHC Group, and his concurrent directorship does not extend to management of the GHC Group's overall day-to-day operations.

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there have been no past occurrences of the above which would have had a material adverse impact on our Group's financials and/or business operations, this is no assurance that there will not be any customer complaints in the future.

Customer 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 various brand names and decreased revenue, whether or not the complaints and negative sentiment are justified.

physical retail stores may not achieve sales or operations targets of June 30, 2026, we have four Group-owned and directly operated physical retail stores in Singapore and two Group-owned and directly operated physical retail stores, as well as department store concessions in South Korea. In October 2026, our Group opened a new retail store in South Korea. 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 suitable store locations in new and existing markets. Our ability to open stores in a timely and successful manner depends in part on the factors including 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 growth strategy is dependent on our ability to identify suitable store locations in new and existing markets. Our ability to open stores in a timely and successful manner depends in part on the factors including 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 business, financial condition, results of operations and prospects.

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may close additional physical retail stores in the future, which could result in significant costs and adversely affect our business, financial condition and results of operations we opened a retail store in Singapore in December 2025 and a retail store in South Korea in October 2026, we had also closed retail stores in Singapore in 2025. From time to time, we evaluate the performance and strategic fit of our physical retail stores, and we may determine that certain locations are no longer aligned with our business objectives or are not economically viable. As a result, we may decide to close existing retail stores, whether due to underperformance, changes in market conditions, shifts in consumer behavior, rising operating costs, or broader strategic considerations.

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Any substantial increase in rental expenses of our retail venues may increase our cost of operation and may adversely affect our profitability and financial position.

rental expenditure is one of the major costs in our retail sales business. For FY2023, FY2024, FY2025 and 1Q2026, 1H2026, payments on lease liabilities, which represent rental costs, amounted to approximately US$1.4 million, US$1.9 million, US$3.5 million and US$0.7 US$1.4 million respectively. Any substantial increase in rental expenses of our retail venues may increase our cost of operation and may adversely affect our profitability and financial position.

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efforts to expand our retail business in new geographic markets will subject us to additional business, legal, financial and competitive risks, and may not be successful and could adversely affect our profitability and operating results our acquisition of HTL Marketing and its subsidiaries in May 2025, we expanded our retail business to include two Group-owned and directly operated retail stores as well as department store concessions in South Korea, in addition to our stores in Singapore. In October 2026, our Group opened a new retail store in South Korea. The continued success and growth of our retail business depends on our ability to expand our existing one-stop shop concept and product offerings in new geographic markets. Our plan to expand in new geographic markets may be subject to risks such as:

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Group sources substantially all of our products from related-party manufacturers in China, Vietnam and India, with our purchases primarily denominated in RMB and US$. Our export sales are primarily denominated in US$, EUR, and GBP, and we are therefore subject to exchange rate risks. For FY2025, approximately 59.7% of our total revenue was generated from Europe (primarily in US$ and EUR), approximately 26.9% from Asia-Pacific (primarily in US$) and approximately 13.4% from North America (in US$). Favorable or unfavorable movements in these currencies against the US$ may materially affect our reported revenue, gross margins, and net income. For example, the Company recorded a foreign exchange loss of US$1.0 US$2.2 million in 1Q2026, 1H2026, compared to a gain of US$1.2 US$4.3 million in 1Q2025, 1H2025, primarily due to the strengthening appreciation of the RMB against vis- -vis USD, as our costs are largely denominated in RMB, and the US$. depreciation of EUR vis- -vis USD, as a portion of our sales are denominated in EUR.

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products may be subject to third party intellectual property rights the products sourced by us are procured from various suppliers, it is not commercially practicable for us to ascertain whether such products infringe on third party intellectual property rights. While there has have not been any instances of infringement of third party intellectual property rights during the Relevant Period, there is no assurance that there will be no infringement in the future, and in the event that any product we sell infringes on third party intellectual property rights, we may also be found liable for such infringement and be compelled to discontinue the sale of the infringing products and/or pay damages or suffer other liabilities. It may also lead to litigation which could result in substantial costs and diversion of resources and negatively affect our business, results of operations, financial position and prospects.

1 unchanged paragraph

There have been no past occurrences of the

above which would have had a material adverse impact on our Group's financials and/or business operations.

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publicity relating to our Group or our Directors, Executive Officers or Controlling Substantial Shareholders or our major suppliers may materially and adversely affect our reputation and Share price publicity or announcements relating to our Group or any of our Directors, Executive Officers or Controlling Substantial Shareholders, whether with or without merit, may materially and adversely affect the reputation and goodwill of our Group in the home furnishings industry, consequently affecting our relationships with our customers, suppliers and sub-contractors. Since we rely on a limited number of key suppliers for our leather and fabric upholstered furniture which contributed to a significant portion of our purchases of goods for the period comprising FY2023, FY2024, FY2025 and 1Q2026, 1H2026, any negative publicity or announcements relating to our key suppliers may also adversely affect our reputation in the industry. In addition, such negative publicity may affect market perception of our Group and the performance of our Share price.

1 unchanged paragraph

our Group is materially dependent on related party manufacturers and suppliers within the HTL GHC Group, any negative publicity or adverse news relating to these related party suppliers and manufacturers, including the imposition of administrative penalties or fines, anti-dumping measures or investigations, product safety or quality enforcement actions, environmental or labor regulatory sanctions, or other adverse regulatory, legal or enforcement actions directed at such entities, may harm our Group's reputation and customers' goodwill, even where such penalties or actions are not directed at our Group. Given the close commercial relationship between our Group and these related party suppliers, the public and the market may associate negative developments affecting these suppliers with our Group, our products, or brands. Any such association could diminish consumer and wholesale customer confidence in our products, adversely affect demand for our products, and result in reputational harm to our Group and adversely affect our business, financial condition, results of operations and prospects. There have been no past occurrences of the above which would have had a material adverse impact on our Group's financials and/or business operations.

Nevertheless, certain related party

manufacturers in the GHC Group (in which Mr. Phua Yong Pin, Mr. Phua Yong Tat, and Ms. Phua Mei Ming, hold concurrent positions) were involved in certain commercial and employment related civil litigation cases and administrative violations in the PRC arising in the ordinary course of business. In addition, certain related party manufacturers in the GHC Group were also subject to an investigation in 2021 by the Canada Border Services Agency into anti-dumping allegations on several China-based exporters, but the investigation was subsequently terminated, as the Canadian regulator had found that there was no subsidising or the amounts of subsidy were insignificant.

While our Group did not experience any material legal, regulatory, operational or reputational risks arising from such incidents, there is no assurance that similar incidents which may occur in the future will not adversely affect our business, financial condition, results of operations and prospects.

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particular, our export sales division, which accounted for approximately 95.4%, 93.1%, 92.5% and 94.2% 93.9% of our total revenue in FY2023, FY2024, FY2025 and 1Q2026 1H2026 respectively, sells upholstered furniture to wholesale customers located predominantly in Europe, North America and Asia-Pacific. In FY2025, approximately 59.7% of our total revenue was generated from customers in Europe, approximately 26.9% from Asia-Pacific and approximately 13.4% from North America. Accordingly, our business, financial condition and results of operations are substantially exposed to economic, regulatory and political developments in these key markets.

adverse circumstances affecting the markets in the above regions, may adversely affect our business, financial condition, results of operations and prospects, whether in the form of lower net sales due to weakened demand, unfavourable changes in product price/mix, or lower profit margins, or resulting in the postponement, delay or cancellation of contracts and delay in recovery of account receivables is likely to have an adverse impact on our business, financial condition, results of operations and prospects. Further, a slowdown in economic growth in the PRC, may also adversely affect demand for our products and impact our export and leather trading operations. Economic volatility in the PRC our key markets may also result in currency fluctuations and broader supply chain disruptions that could negatively affect our business, financial condition, results of operations and prospects.

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compliance with such conditions will nonetheless be less than that required of a company primary listed on the SGX-ST. For example, we are not required to comply with any of the rules of the SGX-ST Listing Manual on a continuing basis, save for Rule 216(2), Rule 217 and Rule 751 of the SGX-ST Listing Manual, as well as Chapters 9, 10 and 13 of the SGX-ST Listing Manual.

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analysts may not publish favourable research or reports about our business or may not publish any report at all, which could cause our stock price or trading volume to decline trading market for our securities are is influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. In the event we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavourable research or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline and result in the loss of all or a part of your investment in us.

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Use of proceeds 5 changes

Based upon an assumed offering price

upon an assumed offering price of $[●] US$1.65 per Ordinary Share, which was the closing price of our Ordinary Shares on the Nasdaq Capital Market on [●], October 19, 2026, we estimate that we will receive gross proceeds from this offering of approximately US$[●], US$21,450,000 and net proceeds of approximately US$[●] US$20,420,000 after deducting estimated offering expenses, including payment of approximately $[●], the placement fee to the Placement Agent, if the maximum number of shares offered in by 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.

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actual allocation of proceeds realized from this offering will depend upon our operating revenue, cash position, and 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.

A $1.00 increase (decrease) in the assumed

$1.00 increase (decrease) in the assumed offering price of US$[●] US$1.65 per Ordinary Share would increase (decrease) the net proceeds to us from this offering by approximately $[●] $12,610,000 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 [●] 13,000,000 Ordinary Shares, the net proceeds to us from this offering would increase or decrease by approximately $[●] $160,050 assuming the estimated offering price remains the same.

Dividend policy 1 change

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Company's board of directors has the authority to pay interim dividends, recommend and/or 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.

1 unchanged paragraph

Capitalization 5 changes

following table sets forth our capitalization as of December 31, 2025: June 30, 2026:

an as adjusted basis to reflect the issuance and sale of [●] 13,000,000 Ordinary Shares in this offering at an assumed offering price of US$[●] US$1.65 per Ordinary Share (the closing price of an Ordinary Share on Nasdaq on October 19, 2026), after deducting placement agent discounts fees and estimated offering expenses payable by us.

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of December 31, 2025

1 unchanged paragraph

Ordinary Shares, par value US$0.0001 per share, 500,000,000 Ordinary

Ordinary Shares par value US$0.0001 per share, 500,000,000 Ordinary Shares authorized, 89,687,500 Ordinary Shares outstanding on an actual basis, [●] 102,687,500 Ordinary Shares outstanding as adjusted basis 8,969 10,269 Additional paid-in capital 37,179,424 57,598,124 Accumulated other comprehensive loss (12,111,193 (12,515,722 ) (12,515,722 ) Retained earnings 2,764,110 3,001,960 3,001,960 Equity attributable to owners of the Company 27,841,310 27,674,631 48,094,631 Non-controlling interest - - Total Equity 27,841,310 27,674,631 48,094,631 Indebtedness Bank loan 10,389,094 7,263,986 7,263,986 Lease liabilities 7,497,260 7,677,157 7,677,157 Amount due to a director - - Total Indebtedness 17,886,354 14,941,143 14,941,143 Total Capitalization 45,727,664 42,615,774 63,035,774 Type of Debts Securities Terms of repayments Annual interest rate Actual Pro forma and Pro forma, As adjusted US$ US$ Bank loan NA 90-180days 5.52-5.94% 10,389,094 10,389,094 90-180 days 5.39-5.71% 7,263,986 7,263,986 Lease liabilities NA 1-10years 1-10 years 1.2-7.59% 7,497,260 7,497,260 7,677,157 7,677,157 Total Indebtedness 17,886,354 17,886,354 14,941,143 14,941,143

Dilution 10 changes

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 assumed offering price per Ordinary Share and our net tangible book value per Ordinary Share after this offering.

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.

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 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 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 June 30, 2026 was US$27,841,310 US$27,674,631 or approximately US$0.31 per ordinary share. Net tangible book value per ordinary share as of June 30, 2026 represents the amount of total assets less intangible assets and total liabilities, divided by the number of Ordinary Shares outstanding.

1 unchanged paragraph

of our Ordinary Shares as of December 31, 2025 June 30, 2026 gives effect to the sale of [●] 13,000,000 Ordinary Shares upon completion of the offering at the assumed offering price of US$[●] US$1.65 per Ordinary Share (the closing price of an Ordinary Share on Nasdaq on October 19, 2026), after deducting the placement discount and commission fee and estimated offering expenses. Our as adjusted net tangible book value as of December 31, 2025 June 30, 2026 will be approximately US$[●] US$48,094,631 or US$[●] US$0.4 7 per Ordinary Share. This would result in dilution to investors in this offering of approximately US$[●] US$1. 18 per Ordinary Share or approximately 7 1.61 % from the assumed offering price of US$[●] US$1.65 per share. Net tangible book value per Ordinary Share would increase to the benefit of present shareholders by US$[●] US$0.1 6 per share attributable to the purchase of the Ordinary Shares by investors in this offering.

1 unchanged paragraph

Assumed offering price per Ordinary Share

Net tangible book value per Ordinary Share as of June 30, 2026

tangible book value per Ordinary Share As of December 31, 2025 adjusted net tangible book value per Ordinary Share as of December 31, 2025 June 30, 2026 US$ 0.4 7 Dilution in net tangible book value per Ordinary Share to new investors in the offering adjusted net tangible book value as of December 31, 2025, June 30, 2026, is calculated as follows:

2 unchanged paragraphs

$1.00 increase (decrease) in the assumed offering price of $[●] $1.65 per Ordinary Share would increase (decrease) the net tangible book value per share after this offering by $[●] $0.12 per share and the dilution to new investors purchasing Ordinary Shares in this offering by $[●] $0.88 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.

1 unchanged paragraph

maximum offering amount, our net tangible book value per share after this offering would be $[●], $[●] $0.4 3 , $0. 39 or $[●], $0.35, respectively, and the immediate dilution in net tangible book value per share to new investors purchasing Ordinary Shares in this offering would be $[●], $[●] $1. 22 , $1. 26 or $[●], $1. 30 , respectively.

following tables summarize, on a pro forma as adjusted basis as of December 31, 2025, June 30, 2026, 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 placement agent discounts fees and the estimated offering expenses payable by us.

2 unchanged paragraphs

Principal stockholders 6 changes

The following table sets forth information with

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 Shares as of the date of this prospectus, and as adjusted to reflect the sale of the Ordinary share offered Shares in this offering for:

of our directors and executive officers who beneficially owns our Ordinary Shares; and each person known to us to own beneficially more than 5% of our Ordinary Shares.

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 Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person prior to this offering is based on (i) 89,687,500 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) no Ordinary Share Shares 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) 102,687,500 Ordinary share Shares outstanding immediately after the completion of this offering and (ii) no Ordinary Share Shares 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.

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of Phua Yong Pin and Phua Yong Tat indirectly owns 50% of Golden Hill Capital Ltd and of New Century International Homes Pte. Ltd., which together directly own 85,012,500 Ordinary Shares. As such, Phua Yong Pin and Phua Yong Tat are may each be deemed to jointly beneficially own all 85,012,500 Shares held through Golden Hill Capital Ltd and New Century International Homes Pte. Ltd. Each of Phua Yong Pin and Phua Yong Tat disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in them. The mailing address for each of Golden Hill Capital Ltd and of New Century International Homes Pte. Ltd. is 12 Tai Seng Link, GRC Centre, #03-01A, Singapore 534233

Ltd. is 12 Tai Seng Link, GRC Centre, #03-01A, Singapore 534233.

Certain material income tax considerations 1 change

36 unchanged paragraphs

respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the preferential capital gains rate applicable to qualified dividend income, only if we are treated as a "qualified foreign corporation" and certain holding period and other requirements are met. A non-U.S. corporation (other than a corporation that is classified as a PFIC for the taxable year) in which the dividend is paid or the preceding taxable year) will generally be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of a comprehensive income tax treaty with the United States that the U.S. Secretary of the Treasury determines is satisfactory for purposes of this provision and that includes an exchange of information program, or (ii) our Ordinary Shares are readily tradable on an established securities market in the United States, including Nasdaq. The United States does not have a comprehensive income tax treaty with Singapore or the Cayman Islands. However, Ordinary Shares are listed on the Nasdaq. Capital Market.

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Plan of distribution 9 changes

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.

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. There will be no offers or sales of Ordinary Shares in the United States or to U.S. persons (see "- Selling 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 fee 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 professional fees and expenses of the placement agent's legal advisers, accountants and other professional advisers, if any, (c) all listing fees and travel, travelling, 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, up to an agreed cap, and (e) (d) 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 of the offering payable to the Company the placement commission and any amounts all sums payable by the Company to the placement agent under the placement agreement.

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estimate the total offering expenses of this offering that will be payable by us will be approximately $[●] million, $386,500, which include legal and printing costs and various other fees. This offering will be settled exclusively on the SGX-ST. At closing, the Ordinary Shares will be issued in book-entry form and are expected to be credited through the facilities of DTC to CDP, for onward crediting through the applicable CDP clearing and settlement arrangements to the securities accounts maintained with CDP or with depository agents, as notified by the placement agent. Purchasers of Ordinary Shares in this offering will hold their Ordinary Shares through securities accounts maintained with CDP or through depository agents, and will receive only the customary confirmation from the registered dealer, broker, custodian or depository agent through whom such Ordinary Shares are purchased. Against the allotment, issuance and crediting of such Ordinary Shares to the relevant securities accounts, the placement agent will make payment to us of the net proceeds for the total number of Ordinary Shares sold in this offering by wire transfer to a bank account designated by us, after deducting the placement agent's commission fee and any expenses payable by us to the placement agent.

foregoing descriptions of the placement agreement is are only a summary, does do not purport to be complete and is are qualified in its their entirety by reference to the placement agreement, a copy of which will be filed as an exhibit to the registration statement of which this prospectus forms a part.

are offering the Ordinary Shares only outside of the United States to investors that at the time of any offer, placement of a subscription order and completion of any sale are: (i) located outside the United States, (ii) not a U.S. citizen, U.S. resident or entity organized under the laws of the United States or any state thereof (a "U.S. Person"), and (iii) not acquiring the Shares for the account or benefit of any U.S. Person. If you are located inside the United States, are a U.S. Person (whether or not located within the United States) or are acquiring shares on behalf of such a person, you will not be permitted to purchase Ordinary Shares in this offering.

Company and the placement agent will conduct all solicitation, marketing, negotiations, order-taking and other substantive placement activities in connection with this offering outside the United States. The Company's instructions to its U.S. transfer agent to issue the shares and deposit them with DTC for settlement do not involve solicitation or other placement activities in the United States. The placement agent is not a member of the Financial Industry Regulatory Authority ("FINRA"), no FINRA member is participating in the offering, and the offering is being conducted exclusively outside the United States. Accordingly, FINRA's filing and review requirements under Rule 5110 do not apply, and FINRA will not pass upon whether the terms of this offering are fair and reasonable.

action has been taken in any jurisdiction (except in the United States) Singapore) that would permit a public offering of the Ordinary Shares, or the possession, circulation or distribution of this prospectus or any other material relating to us or the Ordinary Shares in any jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with the Ordinary Shares may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable laws, rules and regulations of any such country or jurisdiction.

3 unchanged paragraphs

Expenses relating to this offering 8 changes

forth below is an itemization of the total expenses, excluding placement agent fees, and commissions, that we expect to incur in connection with this offering. With the exception of the SEC registration fee and the FINRA filing fee, all amounts are estimates.

Securities and Exchange Commission Registration Fee

Legal Fees and Expenses

Accounting Fees and Expenses

Placement Agent Expenses

Printing and Engraving Expenses

Miscellaneous Expenses

expenses will be borne by us. Placement agent fees and commissions will be borne by us in proportion to the numbers number of Ordinary Shares sold in the offering.

Legal matters 1 change

1 unchanged paragraph

Loeb & Loeb LLP is acting as counsel to our company regarding U.S. securities law matters. Dentons Hong Kong LLP and Dentons US LLP are acting as securities counsel for the placement agent in connection with this offering. Rajah & Tann Singapore LLP is acting as counsel to our company regarding Singapore law in connection with the placement in Singapore. Dentons Rodyk & Davison Davidson LLP is acting as counsel for the placement agent regarding Singapore law in connection with the placement in Singapore.

Experts 1 change

financial statements as of December 31, 2025 and 2024 and for each of the financial year ended December 31, 2025, 2024 and 2023 incorporated by reference in this prospectus have been audited by CLA Singapore Assurance PAC (formerly known as CLA Global TS Public Accounting Corporation). CLA Singapore Assurance PAC (formerly known as CLA Global TS Public Accounting Corporation) is an independent registered public accounting firm, as stated in its report appearing herein (which report expresses an unqualified opinion on the financial statements). Such financial statements have been so included in reliance upon the report of such firm given upon the authority of such firm as experts in accounting and auditing. The office of CLA Singapore Assurance PAC (formerly known as CLA Global TS Public Accounting Corporation) is 80 Robinson Road, #25-00, Singapore 068898.

5 unchanged paragraphs

Where you can find more information 4 changes

9 unchanged paragraphs

Current Reports on Form 6-K filed with the SEC on March

May 29, 2026 , September

17, 2026 and September 30, 2026 ; and

Current Reports on Form 6-K filed with the SEC on March 23, 2026 , March 27, 2026 , April 10, 2026 , May 5, 2026 , and May 29, 2026 ; and description of our Ordinary Shares contained in this prospectus, and in Exhibit 2.2 to the 2025 Form 20-F, including any amendments or reports filed for the purposes of updating this description.

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Exhibits 3 changes

20 unchanged paragraphs

to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Singapore, on August 25, October 20, 2026.

3 unchanged paragraphs

person whose signature appears below constitutes and appoints Phua Yong Tat as attorney-in-fact with full power of substitution, for him in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act, and any rules, regulations, and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of the ordinary shares of the registrant, including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

6 unchanged paragraphs

to the Securities Act, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement or amendment thereto in Los Angeles, California, United States of America on August 25, October 20, 2026.

2 unchanged paragraphs