HomesToLife Ltd filed Amendment No. 2 to its Form F-1 registration statement with the SEC on October 30, 2026, disclosing a proposed offering of up to 13,000,000 ordinary shares to investors located outside the United States, with an assumed offering price of US$1.65 per share yielding gross proceeds of up to US$21,450,000.

Key Highlights

  • Offering size: Up to 13,000,000 ordinary shares with a nominal par value of US$0.0001 each, at an assumed price of US$1.65 per share.
  • Gross proceeds: Up to US$21,450,000 if all shares are sold at the assumed price.
  • Non-U.S. 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.
  • Placement agent: UOB Kay Hian Private Limited (UOBKH) is acting as exclusive placement agent, using best endeavours to arrange sales in Singapore to institutional and accredited investors.
  • SGX-ST listing: The company disclosed it has applied for a secondary listing by way of introduction on the Main Board of Singapore Exchange Securities Trading Limited.
  • Share price range: Since the IPO consummated on October 2, 2024, the daily closing price has ranged from a low of $1.60 to a high of $12.55 per share, according to the filing.
  • No minimum offering: There is no minimum number of securities or amount of proceeds required as a condition of closing.

HomesToLife F-1/A Details: Non-U.S. Share Sale and SGX-ST Secondary Listing

HomesToLife Ltd (NASDAQ:HTLM), a Cayman Islands exempted holding company with principal executive offices in Singapore, filed Amendment No. 2 to its Form F-1 registration statement on October 30, 2026. According to the filing, the company is offering up to 13,000,000 ordinary shares at an assumed offering price of US$1.65 per share, which the filing states was the closing price of its ordinary shares on the Nasdaq Capital Market on October 19, 2026. The filing notes that the final offering price will be determined between the company and the placement agent based on market conditions and may be at a discount to the then-current market price.

The filing discloses that UOB Kay Hian Private Limited has been engaged as exclusive placement agent. The placement agent is not purchasing or selling any of the securities itself and is not required to arrange the purchase or sale of any specific number of securities or dollar amount. 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 that investor. Settlement of shares sold in this offering is expected to take place under a book-entry system operated by The Central Depository (Pte) Limited (CDP) in Singapore, which the filing describes as a DTC participant.

The company also disclosed in the filing that it has applied for a secondary listing by way of introduction on the Main Board of Singapore Exchange Securities Trading Limited. The filing states: "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." The filing further notes that HomesToLife is a holding company with no operations of its own, conducting all operations through its operating subsidiaries. The filing carries cautionary language indicating the prospectus is preliminary, subject to completion, and that the securities may not be sold until the registration statement becomes effective.

What Was Disclosed

HomesToLife Ltd filed Amendment No. 2 to a Form F-1 registration statement on October 30, 2026, proposing to offer up to 13,000,000 ordinary shares at an assumed price of US$1.65 each, exclusively to non-U.S. investors, with proceeds of up to US$21,450,000 and no minimum closing requirement.