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HomesToLife HTLM

HomesToLife: Securities offering (amended)

Securities offering (amended)

Form
F-1/A
Filed
Importance
Routine
  1. Amendment No. 3 to Form F-1
  2. Registration No. 333-298560
  3. Cayman Islands exempted company
  4. Offering up to 9,250,000 ordinary shares

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

1 change since the F-1/A filed Oct 30, 2026

Compared with the F-1/A 0001493152-26-049373, filed Oct 30, 2026.

  1. Changed Dilution

    $0.10 increase (decrease) in the assumed offering price of $1.00 per Ordinary Share would increase…

    Now "$0.10", was "$1.00".

    From the filings

    Before

    $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.

    Now

    $0.10 increase (decrease) in the assumed offering price of $1.00 per Ordinary Share would increase (decrease) the net tangible book value per share after this offering by $0.01 per share and the dilution to new investors purchasing Ordinary Shares in this offering by $0.09 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.
Show the redline

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

Cover page 10 changes

filed with the Securities and Exchange Commission on October 30, November 2, 2026.

15 unchanged paragraphs

TO COMPLETION, DATED OCTOBER 30, 2026

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

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

TO COMPLETION, DATED NOVEMBER 2, 2026

are offering up to 13,000,000 9,250,000 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$1.00 per share. At this price, our offering would yield gross proceeds of up to US$9,250,000. 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 $1.18 to a high of $12.55 per share. Our Ordinary Shares are listed on Nasdaq Capital Market ("Nasdaq") under the symbol "HTLM". On October 30, 2026, the last reported sales price of our Ordinary Shares on the Nasdaq Capital Market was $1.18 per share.

35 unchanged paragraphs

Prospectus summary 3 changes

125 unchanged paragraphs

to 13,000,000 Ordinary Shares.

to 9,250,000 Ordinary Shares.

3 unchanged paragraphs

Ordinary Shares, assuming all 13,000,000 9,250,000 Ordinary Shares offered hereby are issued of Ordinary Shares are entitled to one vote per share.

4 unchanged paragraphs

Use of proceeds 4 changes

1 unchanged paragraph

of US$1.65 US$1.00 per Ordinary Share, which was the closing price of our Ordinary Shares on Nasdaq on October 19, 2026, we estimate that we will receive gross proceeds from this offering of approximately US$21,450,000 US$9,250,000 and net proceeds of approximately US$20,420,000 US$8,586,000 after deducting estimated offering expenses, including payment of the placement fee to the Placement Agent, if the maximum number of shares offered 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.

5 unchanged paragraphs

A $1.00 increase (decrease) in the assumed

A $0.10 increase (decrease) in

the assumed offering price of US$1.65 US$1.00 per Ordinary Share would increase (decrease) the net proceeds to us from this offering by approximately $12,610,000 $897,250 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 9,250,000 Ordinary Shares, the net proceeds to us from this offering would increase or decrease by approximately $160,050 $97,000 assuming the estimated offering price remains the same.

Capitalization 2 changes

1 unchanged paragraph

an as adjusted basis to reflect the issuance and sale of 13,000,000 9,250,000 Ordinary Shares in this offering at an assumed offering price of US$1.65 US$1.00 per Ordinary Share, (the closing price of an Ordinary Share on Nasdaq on October 19, 2026), after deducting placement agent fees and estimated offering expenses payable by us.

3 unchanged paragraphs

Shares authorized, 89,687,500 Ordinary Shares outstanding on an actual basis, 102,687,500 98,937,500 Ordinary Shares outstanding as adjusted basis 8,969 10,269 9,894 Additional paid-in capital 37,179,424 57,598,124 45,764,499 Accumulated other comprehensive loss (12,515,722 ) (12,515,722 ) Retained earnings 3,001,960 3,001,960 Equity attributable to owners of the Company 27,674,631 48,094,631 36,260,631 Non-controlling interest - - Total Equity 27,674,631 48,094,631 36,260,631 Indebtedness Bank loan 7,263,986 7,263,986 Lease liabilities 7,677,157 7,677,157 Amount due to a director - - Total Indebtedness 14,941,143 14,941,143 Total Capitalization 42,615,774 63,035,774 51,201,774 Type of Debts Terms of repayments Annual interest rate Actual Pro forma and Pro forma, As adjusted US$ US$ Bank loan 90-180 days 5.39-5.71% 7,263,986 7,263,986 Lease liabilities 1-10 years 1.2-7.59% 7,677,157 7,677,157 Total Indebtedness 14,941,143 14,941,143

Dilution 5 changes

2 unchanged paragraphs

of our Ordinary Shares as of June 30, 2026 gives effect to the sale of 13,000,000 9,250,000 Ordinary Shares upon completion of the offering at the assumed offering price of US$1.65 US$1.00 per Ordinary Share, (the closing price of an Ordinary Share on Nasdaq on October 19, 2026), after deducting the placement fee and estimated offering expenses. Our as adjusted net tangible book value as of June 30, 2026 will be approximately US$48,094,631 or US$0.4 7 per Ordinary Share. This would result in dilution to investors in this offering of approximately US$1. 18 per Ordinary Share or approximately 7 1.61 % from the assumed offering price of US$1.65 per share. Net tangible book value per Ordinary Share would increase to the benefit of present shareholders by US$0.1 6 per share attributable to the purchase of the Ordinary Shares by investors in this offering.

Our as adjusted net tangible book value as of June 30, 2026 will be approximately US$36,260,631 or US$0.37 per Ordinary Share. This would result in dilution to investors in this offering of approximately US$0.63 per Ordinary Share or approximately 63.35% from the assumed offering price of US$1.00 per share. Net tangible book value per Ordinary Share would increase to the benefit of present shareholders by US$0.06 per share attributable to the purchase of the Ordinary Shares by investors in this offering.

3 unchanged paragraphs

As adjusted net tangible book value per Ordinary Share as of June 30, 2026 US$ 0.4 7 0.37 Dilution in net tangible book value per Ordinary Share to new investors in the offering adjusted net tangible book value as of June 30, 2026, is calculated as follows:

2 unchanged paragraphs

$1.00 $0.10 increase (decrease) in the assumed offering price of $1.65 $1.00 per Ordinary Share would increase (decrease) the net tangible book value per share after this offering by $0.12 $0.01 per share and the dilution to new investors purchasing Ordinary Shares in this offering by $0.88 $0.09 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 $0.35 , $0. 39 34 or $0.35, $0.32, 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 $0.65, $0.66 or $1. 30 , $0.68, respectively.

3 unchanged paragraphs

Principal stockholders 1 change

3 unchanged paragraphs

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 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 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 98,937,500 Ordinary Shares outstanding immediately after the completion of this offering and (ii) no Ordinary 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.

14 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 30, November 2, 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 30, November 2, 2026.

2 unchanged paragraphs

Unchanged: About this prospectus, Presentation of financial information, Market and industry data, Forward-looking statements, Risk factors, Dividend policy, Certain material income tax considerations, Enforceability of civil liabilities, Plan of distribution, Expenses relating to this offering, Legal matters, Experts, Where you can find more information

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.

The F-1/A, section by section

6 sections, 31 points, each pinned to the sentence it rests on in the prospectus on EDGAR.

Offering terms

Assumed price
$1.00In this prospectus, we are using an assumed offering price of US$1.00 per share.
Proposed symbol
HTLMOur Ordinary Shares are listed on Nasdaq Capital Market (“Nasdaq”) under the symbol “HTLM”.

As stated in the filing on Nov 2, 2026.

Prospectus summary

  1. HomesToLife Ltd is a global home furniture company headquartered in Singapore. 1
  2. The company operates through three core business divisions: export, leather trading, and retail. 2
  3. The company has a diversified portfolio of six furniture brands. 3
  4. HomesToLife Ltd offers a broad range of home furnishing products to retail customers. 4
  5. The company plans to expand its retail presence in new markets in the Asia-Pacific region. 5
  6. HomesToLife Ltd has a 10% equity interest in Zeica Labs, a technology company. 6
From the filing
  1. We are a global home furniture company headquartered in Singapore.
    Back
  2. Our 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.
    Back
  3. 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.
    Back
  4. Our Group offers retail customers a broad range of upholstered furniture, case goods, accessories, and other home furnishing products.
    Back
  5. We also intend to extend our retail footprint into new markets in the Asia-Pacific region, where we plan to establish the HomesToLife retail store concept in selected cities following the completion of market studies.
    Back
  6. In January 2026, our Group made a strategic acquisition of a 10% equity interest in Zeica Labs Pte. Ltd. (“Zeica Labs”) for US$1.0 million.
    Back

Risk factors

  1. The company relies on related party suppliers within the GHC Group for most of its purchases. 1
  2. The company's export business accounts for a large portion of its revenue. 2
  3. The company is dependent on key personnel for its continued success. 3
  4. The company's directors and CEO have other business activities that may cause conflicts of time commitment and interest. 4
  5. The company faces risks from customers not paying on time. 5
  6. The company is exposed to foreign exchange fluctuations. 6
From the filing
  1. Our Group’s purchases from related-party suppliers within the GHC Group, which constitute a substantial majority of our Group’s total cost of goods sold.
    Back
  2. Our export business accounted for approximately 95.4%, 93.1%, 92.5% and 93.9% of our revenue in FY2023, FY2024, FY2025 and 1H2026 respectively.
    Back
  3. We are dependent on our key personnel for our continued success
    Back
  4. Our Directors’ and Chief Executive Officer’s other business activities may pose conflicts of time commitment and conflicts of interest
    Back
  5. the event that our customers do not make payment in a timely manner, we may seek to enforce our contractual rights and seek recourse via litigation or arbitration.
    Back
  6. Our Company has significant exposure to exchange rate fluctuations, both due to translation and transaction exposures.
    Back

Use of proceeds

  1. The company expects to receive gross proceeds of approximately $9,250,000 from the offering. 1
  2. The company expects net proceeds of approximately $8,586,000 after offering expenses. 2
  3. The company plans to use 80% of net proceeds for business expansion. 3
  4. The company plans to use 20% of net proceeds for general working capital. 4
  5. The company has no binding agreements for specific business ventures. 5
  6. The company may invest net proceeds in short-term, interest-bearing instruments. 6
From the filing
  1. Based upon an assumed offering price of US$1.00 per Ordinary Share, we estimate that we will receive gross proceeds from this offering of approximately US$9,250,000
    Back
  2. and net proceeds of approximately US$8,586,000 after deducting estimated offering expenses, including payment of the placement fee to the Placement Agent, if the maximum number of shares offered by this prospectus is sold.
    Back
  3. Business expansion 80 %
    Back
  4. General working capital 20 %
    Back
  5. We currently do not have any binding agreements, letters of intent or definitive arrangements with respect to any specific business venture.
    Back
  6. 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.
    Back

Capitalization

  1. The company's capitalization as of June 30, 2026, is shown in the table. 1
  2. The table shows actual and as adjusted capitalization. 2
  3. The as adjusted information is illustrative only. 3
  4. The table should be read with other sections of the prospectus. 4
  5. The company has 500,000,000 authorized Ordinary Shares. 5
  6. The company has a bank loan of US$7,263,986. 6
From the filing
  1. CAPITALIZATION The following table sets forth our capitalization as of June 30, 2026:
    Back
  2. on an actual basis; ● on an as adjusted basis to reflect the issuance and sale of 9,250,000 Ordinary Shares in this offering at an assumed offering price of US$1.00 per Ordinary Share, after deducting placement agent fees and estimated offering expenses payable by us.
    Back
  3. The 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.
    Back
  4. 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.
    Back
  5. 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, 98,937,500 Ordinary Shares outstanding as adjusted basis
    Back
  6. Bank loan 7,263,986 7,263,986
    Back

Dilution

  1. The offering involves Ordinary Shares. 1
  2. The net tangible book value per ordinary share as of June 30, 2026 was $0.31. 2
  3. The as adjusted net tangible book value per ordinary share as of June 30, 2026 will be $0.37. 3
  4. Investors will experience dilution of $0.63 per ordinary share. 4
  5. The assumed offering price per ordinary share is $1.00. 5
From the filing
  1. If you invest in our Ordinary Shares, your interest will be diluted for each Ordinary Share you purchase
    Back
  2. Our net tangible book value attributable to shareholders at June 30, 2026 was US$27,674,631 or approximately US$0.31 per ordinary share.
    Back
  3. Our as adjusted net tangible book value as of June 30, 2026 will be approximately US$36,260,631 or US$0.37 per Ordinary Share.
    Back
  4. This would result in dilution to investors in this offering of approximately US$0.63 per Ordinary Share or approximately 63.35% from the assumed offering price of US$1.00 per share.
    Back
  5. Assumed offering price per Ordinary Share US$ 1.00
    Back

Principal shareholders

  1. HomesToLife Ltd has three shareholders of record not located in the United States. 1
  2. Phua Yong Pin and Phua Yong Tat each indirectly own 50% of Golden Hill Capital Ltd and New Century International Homes Pte. Ltd. 2
From the filing
  1. As of the date of the prospectus, we have three shareholders of record who are not located in the United States.
    Back
  2. Each 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.
    Back

Not found in this filing: Management’s discussion and analysis, Business, Management, Executive compensation, Financial statements.

Each point was written from that section’s text and kept only when the quoted sentence carries it. Not investment advice.

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