HomesToLife HTLM

HomesToLife files F-1/A for share offering

Securities offering (amended)

Form
F-1/A
Filed
Importance
Routine
  1. 13,000,000 ordinary shares offered
  2. nominal value of $0.0001 per share
  3. assumed offering price of $1.65 per share

Written from the F-1/A on EDGAR. Check the filing before you rely on it.

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What changed since the last draft

No changes since the F-1/A filed Oct 20, 2026

Compared with the F-1/A 0001493152-26-047794, filed Oct 20, 2026.

No changes found between the two drafts.

Show the redline

Section by section. Added words and removed words against the earlier filing.

Cover page 5 changes

filed with the Securities and Exchange Commission on October 20, 30, 2026.

15 unchanged paragraphs

TO COMPLETION, DATED OCTOBER 20, 30, 2026

18 unchanged paragraphs

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. In addition, the placement agent will be entitled to charge and retain from each investor a buyer's brokerage fee of 1.0% of the aggregate offering price payable by such investor for the Ordinary Shares purchased by it in this offering. 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.

7 unchanged paragraphs

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 In addition, the placement agent will be entitled to charge and retain from each investor a description buyer's brokerage fee of 1.0% of the compensation to be received aggregate offering price payable by such investor for the placement agent. Ordinary Shares purchased by it in this offering. The buyer's brokerage fee is payable by investors, not by us, and is not reflected in the table above.

See "Plan of Distribution" for a description of the compensation to be received by the placement agent.

14 unchanged paragraphs

Risk factors 2 changes

246 unchanged paragraphs

has been no prior market for our Shares on the Main Board of the SGX-ST, and the Introduction may not result in an active or liquid market for our Shares at the date of this prospectus, there is no public market for our Shares in Singapore. We have applied for received an eligibility-to-list letter from the SGX-ST to have our Introduction Shares listed and quoted on the SGX-ST. Listing and quotation does not, however, guarantee that a trading market for our Shares on the SGX-ST will develop or, if a market does develop, the liquidity of that market for our Shares.

7 unchanged paragraphs

eligibility-to-list on the SGX-ST will be is conditional upon, among other things, the maintenance of the primary listing of our Shares on the Nasdaq. Thus, in the event that the Shares are removed from trading on the Nasdaq, there is no assurance that our Shares will remain listed on the Official List of the SGX-ST. If the Shares are suspended from quotation on, or removed from trading on the Nasdaq and/or from the SGX-ST, Shareholders will not be able to trade their Shares on the Nasdaq and/or their Shares on the SGX-ST and there is no assurance that holders of Shares will be entitled to compensation or an exit offer, or should they be so entitled, that holders of Shares will receive realisation for their investments that they would have been able to obtain through trading their Shares on the Nasdaq or their Shares on the SGX-ST.

10 unchanged paragraphs

Plan of distribution 4 changes

2 unchanged paragraphs

In addition, the placement agent will be entitled

to charge and retain a buyer's brokerage fee of 1.0% of the aggregate offering price payable by each investor in respect of the Ordinary Shares purchased by such investor in this offering, together with any applicable goods and services tax or other similar taxes, duties or levies. The buyer's brokerage fee is payable by investors directly to the placement agent, is not payable by us and will not be deducted from the proceeds of this offering payable to us.

10 unchanged paragraphs

placement agent has acknowledged that this prospectus has not been registered as a prospectus with the Monetary Authority of Singapore.

placement agent has acknowledged that this prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, the placement agent has represented and agreed that it has not offered or sold any Ordinary Shares or caused the Ordinary Shares to be made the subject of an invitation for subscription or purchase and will not offer or sell any Ordinary Shares or cause the Ordinary Shares to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Ordinary Shares, whether directly or indirectly, to any person in Singapore other than:(a) than: (a) pursuant to and in accordance with the conditions of an exemption in Section 272B of the SFA; (b) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA; (b) (c) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA; or (c) and/or (d) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

1 unchanged paragraph

Experts 3 changes

OF EXPERTS AND COUNSEL

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 thereon, which is included in the 2025 Annual Report and incorporated by reference herein, and which expresses an unqualified opinion on the financial statements. Such financial statements have been so included incorporated 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.

The office of CLA Singapore Assurance PAC (formerly known as CLA Global TS Public Accounting Corporation) is 80 Robinson Road, #25-00, of the named experts or legal counsel was employed on a contingent basis, owns an amount of shares in our company which is material to that person, or has a material, direct or indirect economic interest in our company or that depends on the success of the offering.

3 unchanged paragraphs

Where you can find more information 3 changes

11 unchanged paragraphs

17, 2026 and September 30, 2026 ; and

17, 2026 , September

27, 2026 , October 29, 2026 and October 30, 2026 ; and

19 unchanged paragraphs

Exhibits 2 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 October 20, 30, 2026.

9 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 October 20, 30, 2026.

2 unchanged paragraphs

Unchanged: About this prospectus, Presentation of financial information, Market and industry data, Forward-looking statements, Prospectus summary, Use of proceeds, Dividend policy, Capitalization, Dilution, Principal stockholders, Certain material income tax considerations, Enforceability of civil liabilities, Expenses relating to this offering, Legal matters

Compared by code from the two drafts’ text: offering terms first, then sections and risk factors added or removed, numbers that moved, and rewording. No model wrote this list. Not investment advice.

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