F-1 1 formf-1.htm F-1

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

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HomesToLife Ltd

(Exact name of registrant as specified in its charter)

Cayman Islands

5712

Not Applicable

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(IRS. Employer

Identification Number)

12 Tai Seng Link

GRC Centre, #03-01A

Singapore 534233

+65 9730 3718

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.

122 East 42^nd Street, 18^th Floor

New York, NY 10168

(212) 947-7200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a Copy to:

Henry Yin, Esq.

Loeb & Loeb LLP

2206-19 Jardine House

1 Connaught Place

Central, Hong Kong SAR

852-3923-1111

F. Holt Goddard, Esq.

Xiaoqin “Sherry” Li, Esq.

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Phone: (212) 407-4000

Fax: (212) 407-4990

Man Chiu Lee, Esq.

Dentons Hong Kong, LLP

3201 Jardine House

1 Connaught Place

Central, Hong Kong SAR

Phone: 852-2523-1819

Fax: 852-2868-0069

Ilan Katz, Esq.

Ira Kotel, Esq.

Grant Levine, Esq.

Dentons US LLP

1221 Avenue of the Americas

New York, NY 10020

Phone: (212) 768-6700

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

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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

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

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED AUGUST 25, 2026

HomesToLife Ltd

[●] Ordinary Shares

We are offering up to [●] ordinary shares of a nominal or par value of US$0.0001 each (the “Ordinary Shares”) of HomesToLife Ltd, a Cayman Islands exempted company (“we,” “us,” “our,” “our Company,” and the “Company”), directly to investors pursuant to this prospectus at an assumed offering price of US$[●] per share, which was the closing price of our Ordinary Shares on the Nasdaq Capital Market on [●], 2026, for gross proceeds of up to $[●]. The offering price per Ordinary Share will be determined between us and the placement agent based on market conditions at the time of pricing, and may be at a discount to the then current market price of our Ordinary Shares. Therefore, the recent market price of our Ordinary Shares referenced throughout this preliminary prospectus may not be indicative of the final offering price per Ordinary Share.

Our share price is volatile. Since our initial public offering (the “IPO”) that was consummated on October 2, 2024, our Ordinary Shares have traded at various prices from a low of $1.56 to a high of $13.74 per share. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “HTLM”. On August 21, 2026, the last reported sales price of our Ordinary Shares on the Nasdaq Capital Market was $1.82 per share.

We have applied for a secondary listing by way of introduction (the “Introduction” or “Proposed Listing”) of our Ordinary Shares on the Main Board of Singapore Exchange Securities Trading Limited (the “SGX-ST”), which will be granted when we have been admitted to the Official List of the SGX-ST. Investors should not take our eligibility to list and admission to the Official List of the SGX-ST as an indication of the merits of the Introduction, us and our subsidiaries or our Ordinary Shares. Except as may be otherwise agreed by us and the placement agent, the initial trading and settlement of the Ordinary Shares offered and sold in this offering will take place under a book-entry (scripless) securities settlement system operated by The Central Depository (Pte) Limited (“CDP”), the Singapore clearing house and central depository. A purchaser of shares in this offering will receive only a customary confirmation from the registered dealer from or through whom shares are purchased and who is a CDP depository agent. CDP is a DTC participant. The shares being offered will be held as book-entry interests in our registered Ordinary Shares by CDP for and on behalf of persons who maintain, either directly, or indirectly through CDP depository agents, securities accounts with CDP. See “Plan of Distribution”. A purchaser of shares in this offering is deemed to represent such purchaser’s ability to receive such shares in accordance with Rule 105 of Regulation M.

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

We 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 securities offered by this prospectus in Singapore to certain institutional and accredited investors. See “Plan of Distribution.”

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

We are a holding company incorporated in the Cayman Islands. As a holding company with no operations, we conduct all of our operations through our operating subsidiaries. The Ordinary Shares offered in this offering are shares of the holding company that is incorporated in the Cayman Islands. Investors of our Ordinary Shares should be aware that they may never directly hold equity interests in our subsidiaries.

We are an “emerging growth company” and a “foreign private issuer,” each as defined under the U.S. federal securities laws, and, as such, are eligible for reduced public company reporting requirements for this and future filings.

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

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

	Per Ordinary Share	Total
Offering price	$	$
Placement agent fees⁽¹⁾	$	$
Proceeds to our Company before expenses	$	$

(1)

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

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

Sole Placement Agent

UOB Kay Hian Private Limited

Prospectus dated , 2026.

	Page
ABOUT THIS PROSPECTUS	ii
PRESENTATION OF FINANCIAL INFORMATION	iii
MARKET AND INDUSTRY DATA	iv
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	v
PROSPECTUS SUMMARY	1
RISK FACTORS	14
USE OF PROCEEDS	43
DIVIDEND POLICY	44
CAPITALIZATION	45
DILUTION	46
PRINCIPAL SHAREHOLDERS	47
CERTAIN MATERIAL INCOME TAX CONSIDERATIONS	48
ENFORCEABILITY OF CIVIL LIABILITIES	54
PLAN OF DISTRIBUTION	55
EXPENSES RELATING TO THIS OFFERING	56
LEGAL MATTERS	57
EXPERTS	57
WHERE YOU CAN FIND MORE INFORMATION	58

US$ Exchange rate	2023		2024		2025		At June 30, 2026
Year/Period-end SGD:US$1 exchange rate		1.3193		1.3662		1.2847		1.2937
Average SGD:US$1 exchange rate		1.3428		1.3363		1.3056		1.2800
Year/Period-end AUD:US$1 exchange rate		1.4646		1.6168		1.4925		1.4550
Average AUD:US$1 exchange rate		1.5051		1.5158		1.5497		1.4337
Year/Period-end EUR:US$1 exchange rate		0.9040		0.9661		0.8511		0.8766
Average EUR:US$1 exchange rate		0.9245		0.9242		0.8859		0.8569
Year/Period-end JPY:US$1 exchange rate		141		157		156		162
Average JPY:US$1 exchange rate		141		151		150		158
Year/Period-end KRW:US$1 exchange rate		1,291		1,478		1,420		1,528
Average KRW:US$1 exchange rate		1,307		1,363		1,399		1,460
Year/Period-end GBP:US$1 exchange rate		0.7847		0.7987		0.7425		0.7553
Average GBP:US$1 exchange rate		0.8039		0.7824		0.7573		0.7439

	●	our goals and growth strategies;

	●	our future business development, financial condition and results of operation;

	●	our expectations regarding demand for and market acceptance of our services;

	●	our expectations regarding our relationships with our investors and borrowers;

	●	competition in our industry;

	●	relevant government policies, laws and regulations relating to our industry;

	●	continued market acceptance of our services and products;

	●	protection of our intellectual property rights;

	●	changes in the laws that affect our operations;

	●	fluctuations in operating results;

	●	inflation and fluctuations in foreign currency exchange rates;

	●	dependence on our senior management and key employees;

	●	our ability to continue to develop new technologies and/or upgrade our existing technologies;

	●	our ability to obtain and maintain all necessary government certifications, approvals, and/or licenses to conduct our business;

	●	the cost of complying with current and future governmental regulations and the impact of any changes in the regulations on our operations;

	●	capabilities of our business operations;

	●	changes in general economic, business and industry conditions; and

	●	other risks and uncertainties indicated in this prospectus, including those set forth in “Risk Factors.”

	●	“1Q2026” means the financial period from January 1, 2026 to March 31, 2026;

	●	“B2B” means business-to-business;

	●	“CAGR” means the compounded annual growth rate, representing the year-on-year growth rate over a specific period of time;

	●	“Company,” “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;

	●	“Companies Act” means the Companies Act (2023 Revision) of the Cayman Islands, as amended, supplemented or modified from time to time;

	●	“Controlling Shareholders” means Mr. Phua Yong Pin, and Mr. Phua Yong Tat;

	●	“Exchange Act” means the Securities Exchange Act of 1934, as amended;

	●	“FY” means the fiscal year ended or ending December 31;

	●	“Group”, “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 the holding company of its present subsidiaries, such subsidiaries as if they were subsidiaries of our Company at the relevant time or the businesses which have since been acquired or carried on by them or as the case may be their predecessors;

	●	“HTL FE” means HTL Far East Pte. Ltd., a company incorporated in Singapore on October 28, 2024, and an indirect wholly-owned subsidiary of our Company;

	●	“HTL Marketing” means HTL Marketing Pte. Ltd., a company incorporated in Singapore on December 23, 2020, and direct wholly-owned subsidiary of our Company;

	●	“HTL 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;

	●	“HomesToLife International” means HomesToLife International Pte. Ltd., a company incorporated in Singapore on February 22, 2024, and a direct wholly-owned subsidiary of our Company;

	●	“HomesToLife Singapore” means HomesToLife Pte. Ltd., a company incorporated in Singapore on September 28, 1989, and an indirect wholly-owned subsidiary of our Company;

	●	“IRAS” means the Inland Revenue Authority of Singapore;

	●	“Nasdaq Listing Rules” means the listing rules of the Nasdaq, as amended, modified or supplemented from time to time;

	●	“Ordinary Shares” or “Shares” means the ordinary shares of HomesToLife Ltd, par value US$0.0001 per share;

	●	“Relevant Period” means the period comprising FY2023, FY2024, FY2025 and 1Q2026, and the period commencing from April 1, 2026 up to June 30, 2026;

	●	“S$” or “SGD” means Singapore dollar(s), the lawful currency of Singapore;

	●	“SEC” or “Securities and Exchange Commission” means the United States Securities and Exchange Commission;

	●	“Securities Act” means the Securities Act of 1933, as amended;

	●	“SFA” means the Securities and Futures Act 2001 of Singapore, as amended, supplemented or modified from time to time;

	●	“Singapore Code of Corporate Governance” means the Code of Corporate Governance 2018 and the accompanying Practice Guidance;

	●	“Singapore Companies Act” means the Companies Act 1967 of Singapore, as amended, supplemented or modified from time to time;

	●	“Substantial Shareholder” means a person who has an interest or interests in the Shares, where the total votes attached to those Shares is not less than 5.0% or more of the total votes attached to all Shares;

	●	“US$” or “U.S. dollar(s)” means the legal currency of the United States; and

	●	“U.S.” means the United States of America.

	●	we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

	●	for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

	●	we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

	●	we are exempt from the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

	●	we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and

	●	we are not subject to Section 16 of the Exchange Act establishing insider liability for profits realized from any “short-swing” trading transaction.

	●	may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations, or “MD&A”;

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

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

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

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

	●	are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under §107 of the JOBS Act

	●	Our Directors and Controlling Shareholders have significant control over our Company, which will allow them to influence the outcome of matters submitted to Shareholders for approval.

	●	Although the Shares will be listed on the Nasdaq and the SGX-ST, there is no assurance that the Shares will remain listed on the Nasdaq or that our Shares will remain listed on the SGX-ST.

	●	Transfer of Shares between Nasdaq and SGX-ST may affect the liquidity and/or trading price of our Shares on either exchange, and the time required for the transfer between SGX-ST and Nasdaq might be longer than expected, and investors may experience delays, costs and inability to trade during the transfer process.

	●	There is no minimum offering amount required as a condition to closing this offering, and we may not raise sufficient capital to fund our intended uses of proceeds.

Issuer		HomesToLife Ltd

Shares Offered by us		Up to [●] Ordinary Shares.

Direct Offering		We will offer and sell the Ordinary Shares directly to the purchasers. No minimum offering amount is required as a condition to closing this offering. We have engaged UOB Kay Hian Private Limited as our exclusive placement agent in connection with this offering. The placement agent has no obligation to buy any of the shares from us or to arrange for the purchase or sale of any specific number or dollar amount of the shares offered hereby.

Ordinary Shares outstanding immediately before this offering		89,687,500 Ordinary Shares

Ordinary Shares outstanding immediately after this offering		[●] Ordinary Shares, assuming all [●] Ordinary Shares offered hereby are issued

Voting Rights		Holders of Ordinary Shares are entitled to one vote per share.

Listing		Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “HTLM.”

United States Transfer Agent		Transhare Corporation

Singapore Transfer Agent		Boardroom Corporate & Advisory Services Pte. Ltd.

Risk Factors		The securities offered by this prospectus are speculative and involve a high degree of risk. You should read the “Risk Factors” section of this prospectus for a discussion of factors that you should consider carefully before deciding to invest in our Ordinary Shares.

Use of Proceeds		We intend to use the net proceeds to us from this offering as follows: business expansion and for general working capital purposes. See “Use of Proceeds” for more information.

Name	Title	To our Group			To other companies outside of our Group
Mr. Phua Yong Pin	Chairman		10	%		90	%
Mr. Phua Yong Tat	Vice Chairman		30	%		70	%
Ms. Phua Mei Ming	CEO		80	%		20	%

Description of Use	Estimated Percentage of Net Proceeds
Business expansion		80	%
General working capital		20	%
Total		100	%

	●	on an actual basis;

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

	As of December 31, 2025
Shareholders’ Equity	Actual			As adjusted
	US$			US$
Ordinary Shares, par value US$0.0001 per share, 500,000,000 Ordinary Shares authorized, 89,687,500 Ordinary Shares outstanding on an actual basis, [●] Ordinary Shares outstanding as adjusted basis		8,969
Additional paid-in capital		37,179,424
Accumulated other comprehensive loss		(12,111,193	)
Retained earnings		2,764,110

Equity attributable to owners of the Company		27,841,310
Non-controlling interest		0
Total Equity		27,841,310

Indebtedness
Bank loan		10,389,094
Lease liabilities		7,497,260
Amount due to a director		0
Total Indebtedness		17,886,354
Total Capitalization		45,727,664

Assumed offering price per Ordinary Share	US$
Net tangible book value per Ordinary Share as of December 31, 2025	US$	0.31
As adjusted net tangible book value per Ordinary Share as of December 31, 2025	US$
Dilution in net tangible book value per Ordinary Share to new investors in the offering	US$

Total assets		US$
Total tangible assets		US$
Less: Total liabilities		US$
As adjusted net tangible book value		US$

	Ordinary Shares purchased				Total consideration				Average price Per share
	Number		Percent		Amount		Percent
Existing shareholders		89,687,500		%		294,511,324		%	$
New investors				%				%	$
Total				%				%

	●	each of our directors and executive officers who beneficially owns our ordinary share; and

	●	each person known to us to own beneficially more than 5% of our ordinary share.