HomesToLife Ltd filed Amendment No. 3 to its Form F-1 registration statement with the SEC on November 2, 2026, covering a proposed offering of up to 9,250,000 ordinary shares at an assumed price of US$1.00 per share, targeted exclusively at investors outside the United States.

Key Highlights

  • Offering size: Up to 9,250,000 ordinary shares of US$0.0001 par value each, with an assumed offering price of US$1.00 per share, implying gross proceeds of up to US$9,250,000.
  • Non-U.S. investors only: The offering is restricted to investors located outside the United States who are not U.S. citizens, residents, or entities organized under U.S. laws.
  • Share price range: Since the IPO on October 2, 2024, the daily closing price of ordinary shares has ranged from a low of $1.18 to a high of $12.55; the last reported sales price on October 30, 2026 was $1.18 per share.
  • Nasdaq listing: Ordinary shares are listed on Nasdaq Capital Market under the symbol "HTLM."
  • SGX-ST secondary listing: The company has applied for a secondary listing by way of introduction on the Main Board of Singapore Exchange Securities Trading Limited.
  • Placement agent: UOB Kay Hian Private Limited has been engaged as exclusive placement agent and will charge each investor a buyer's brokerage fee of 1.0% of the aggregate offering price.
  • No minimum offering requirement: There is no minimum number of securities or amount of proceeds required as a condition of closing the offering.

HomesToLife's Third F-1 Amendment: Offering Terms and Distribution Details

According to the filing, HomesToLife Ltd, a Cayman Islands exempted company headquartered in Singapore, submitted Amendment No. 3 to its F-1 registration statement under Registration No. 333-298560. The company is offering up to 9,250,000 ordinary shares at an assumed price of US$1.00 per share, though the filing notes that "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." The filing lists NASDAQ:HTLM as the trading symbol for the company's ordinary shares on the Nasdaq Capital Market.

The filing discloses that the offering is limited to institutional and accredited investors in Singapore, arranged through exclusive placement agent UOB Kay Hian Private Limited (UOBKH). The placement agent is operating on a best-endeavours basis and is not required to arrange the purchase or sale of any specific number of securities. Settlement is expected to occur through the Central Depository (Pte) Limited (CDP), Singapore's clearing house and central depository, on a delivery-versus-payment basis. The filing states that the offering is expected to be completed no later than one business day following commencement of sales.

The filing also discloses that the company has applied for a secondary listing by way of introduction on the Main Board of the SGX-ST. The prospectus states that "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." The company describes itself as a holding company incorporated in the Cayman Islands that conducts all operations through its operating subsidiaries, with principal executive offices at 12 Tai Seng Link, GRC Centre, #03-01A, Singapore 534233.

What Was Disclosed

HomesToLife Ltd filed its third amendment to a Form F-1 registration statement on November 2, 2026, disclosing a proposed offering of up to 9,250,000 ordinary shares at an assumed US$1.00 price, directed solely at non-U.S. investors via placement agent UOBKH, with a concurrent SGX-ST secondary listing application.