UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
the month of November 2026
Commission
File Number: 001-42290
HomesToLife
Ltd
(Registrant’s
name)
12
Tai Seng Link
GRC
Centre, #03-01A, Singapore 534233
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.:
Indicate
by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K on paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Placement
Agreement, Pricing of Placement and Related SGX-ST Announcements
As
previously disclosed, in connection with the secondary listing by way of introduction of the ordinary shares of HomesToLife Ltd (the
“Company”) on the Main Board of the Singapore Exchange Securities Trading Limited (the “SGX-ST”), the Company
proposed a concurrent placement of new ordinary shares of the Company (the “Placement”), as described in the Company’s
introductory document dated October 23, 2026 and supplementary introductory document dated October 28, 2026. The offer and sale of the shares in the Placement were registered under the Securities Act of 1933, as amended, pursuant to the Company’s registration statement on Form F-1 (Registration No. 333-298560), initially
filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 25, 2026 (as amended, the “Registration
Statement”), which was declared effective by the SEC at 5:00 p.m. (Eastern Time) on November 10, 2026.
On
November 10, 2026, following the effectiveness of the Registration Statement, the Company entered into a placement agreement (the “Placement
Agreement”) with UOB Kay Hian Private Limited, as sole and exclusive placement agent (the “Placement Agent”), in connection
with the Placement. Pursuant to the Placement Agreement, the Placement Agent agreed to procure, on a best endeavours basis, placees for
up to 7,800,000 new ordinary shares of the Company at a placement price of S$1.15 per share (equivalent to US$0.90 per share based on
the exchange rate of US$1.00:S$1.2783 published by the Monetary Authority of Singapore on November 10, 2026). The Company agreed to pay
the Placement Agent a placement commission of 3.0% of the placement price for each share placed, and the Placement Agent is entitled
to charge and retain a buyer’s brokerage of 1.0% of the aggregate placement price payable by each placee. The Placement Agreement
contains customary representations, warranties and undertakings of the Company, indemnification and contribution obligations of the Company,
and conditions to completion, including completion of the introduction of the Company’s ordinary shares on the Main Board of the
SGX-ST, and may be terminated by the Placement Agent in certain circumstances prior to completion. The Placement Agreement is governed
by the laws of Singapore. The foregoing description of the Placement Agreement does not purport to be complete and is qualified in its
entirety by reference to the Placement Agreement, a copy of which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated
herein by reference.
On
November 13, 2026, the Company announced the pricing of the Placement of up to 7,800,000 new ordinary shares of the Company at a placement price of US$0.90 per Placement Share, for aggregate
gross proceeds of up to approximately US$7,020,000, before deducting placement commissions and other offering expenses. In connection
with the foregoing, the Company published the following announcements on SGXNET, copies of which are furnished as Exhibits 99.1 and 99.2
to this report on Form 6-K and are incorporated herein by reference.
This
report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be
any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Placement Agreement, dated November 10, 2026, between HomesToLife Ltd and UOB Kay Hian Private Limited |
| 99.1 |
|
SGX-ST Announcement – Receipt of Notice of Effectiveness of Form F-1 Registration Statement, dated November 12, 2026 |
| 99.2 |
|
SGX-ST Announcement –
Pricing of the Proposed Placement, dated November 13, 2026 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
HomesToLife
Ltd |
| |
|
|
| Date:
November 13, 2026 |
By: |
/s/
Phua Yong Tat |
| |
Name: |
Phua
Yong Tat |
| |
Title: |
Director
and Vice-Chairman |
Exhibit
99.1
HOMESTOLIFE
LTD
(Incorporated
in the Cayman Islands)
(Company
Registration No.: 407249)
RECEIPT
OF NOTICE OF EFFECTIVENESS OF FORM F-1 REGISTRATION STATEMENT FROM THE U.S. SECURITIES AND EXCHANGE COMMISSION
Unless
otherwise defined, all defined terms used in this announcement shall have the same meaning ascribed thereto in the Introductory Document
(as defined below).
| |
The
Board of Directors (the “Board”) of HomesToLife Ltd (the “Company”,
and together with its subsidiaries, the “Group”) refers to: |
| |
(a) |
the
Company’s introductory document dated 23 October 2026 and the supplementary introductory document dated 28 October 2026 (collectively,
the “Introductory Document”) regarding, among other things, the proposed concurrent placement of new shares in the
Company following the issuance of the Introductory Document (the “Proposed Placement”); and |
| |
|
|
| |
(b) |
the
Company’s registration statement on Form F-1, initially filed with the U.S. Securities
and Exchange Commission (“SEC”) on 25 August 2026, Registration No. 333-298560
(as amended, the “Registration Statement”), under the Securities Act of
1933 of the United States, as amended (the “U.S. Securities Act”), relating
to a proposed offering of the Company’s shares in connection with the Proposed Placement.
|
| 2. | RECEIPT
OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT |
| |
The
Board wishes to update that the SEC has declared the Registration Statement to be effective under the U.S. Securities Act as of 5:00
pm on 10 November 2026 (Eastern Standard Time). The Company has uploaded a copy of the Notice of Effectiveness onto the SGXNET along
with this announcement. |
| |
|
| |
An
electronic copy of the Notice of Effectiveness has also been made available on the SEC’s EDGAR system on 12 November 2026 (Singapore
time) at https://www.sec.gov/Archives/edgar/data/2023153/999999999526003497/9999999995-26-003497-index.html. |
| |
|
| |
An
electronic copy of the final Registration Statement, which includes a prospectus in respect of the Proposed Placement, is also uploaded
onto the SGXNET along with this announcement. An electronic copy of the final Registration Statement is also available on the SEC’s
EDGAR system at https://www.sec.gov/Archives/edgar/data/2023153/000149315226050358/formf-1a.htm and the Company’s corporate
website at https://investors.homestolife.com/financials. Alternatively, the Company will arrange to send you the prospectus if you
request it by calling +65 9730 3718, or mailing to 12 Tai Seng Link, GRC Centre, #03-01A, Singapore 534233. |
This
announcement shall not constitute an offer to sell or the solicitation of an offer to buy these shares, nor shall there be any sale of
these shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
By
Order of the Board
HOMESTOLIFE
LTD
Phua
Yong Pin
Executive
Chairman
12
November 2026
Exhibit
99.2
HOMESTOLIFE
LTD
(Incorporated
in the Cayman Islands)
(Company
Registration No.: 407249)
PROPOSED
PLACEMENT OF UP TO 7,800,000 NEW ORDINARY SHARES IN THE CAPITAL OF THE COMPANY AT THE PLACEMENT PRICE OF S$1.15 FOR EACH PLACEMENT SHARE
| |
- | ENTRY
INTO PLACEMENT AGREEMENT AND APPOINTMENT OF PLACEMENT AGENT |
| 1.1 | The
Board of Directors (the “Board” or “Directors”) of
HomesToLife Ltd (the “Company”, and together with its subsidiaries, the
“Group”) wishes to announce that the Company has on 11 November 2026 entered
into a placement agreement (the “Placement Agreement”) with UOB Kay Hian
Private Limited as the sole placement agent (the “Placement Agent”) in
relation to the Proposed Placement (as defined herein). |
| 1.2 | Pursuant
to the Placement Agreement, the Company has agreed to offer and issue, by way of placement,
and the Placement Agent has agreed, on a best endeavours basis, to procure placees for the
subscription of up to 7,800,000 new ordinary shares in the capital of the Company (the “Placement
Shares”) at an issue price per Placement Share of US$0.90 for each Placement Share
(equivalent to S$1.15, based on the exchange rate of US$1.00:S$1.2783 as of 10 November 20261)
(the “Placement Price”), amounting to an aggregate consideration of approximately
US$7,020,000 (the “Proposed Placement”), subject to the terms and conditions
of the Placement Agreement. |
| 1.3 | The
Proposed Placement is not underwritten and will be undertaken in Singapore pursuant to one
or more exemption(s) under Division 1, Subdivision (4) (excluding section 277) of Part 13
of the Securities and Futures Act 2001 of Singapore (“SFA”), including,
where applicable, sections 272B, 274 and 275 of the SFA, and will fall within the exception
under Rule 237 of the Listing Manual of the Singapore Exchange Securities Trading Limited
(the “SGX-ST”) (the “Listing Manual”). Accordingly,
no prospectus or offer information statement will be lodged with or registered by the Monetary
Authority of Singapore (“MAS”) in connection with the Proposed Placement. |
| (i) | represent
approximately 8.7% of the existing total number of issued shares of the Company comprising
89,687,500 fully paid-up ordinary shares in the capital of the Company (“Shares”)
(excluding nil treasury shares and nil subsidiary holdings) as at the date of this announcement;
and |
| (ii) | will
represent approximately 8.0% of the enlarged total number of issued Shares of the Company
comprising 97,487,500 Shares (assuming that 7,800,000 new ordinary shares are placed out). |
1
Exchange rate as at 10 November 2026 as extracted from the MAS’ website.
| (b) | The
Placement Shares shall be allotted and issued free from all claims, pledges, mortgages, charges,
liens and encumbrances, and shall be fully paid and shall rank in all respects pari passu
with the then existing issued Shares, except that they shall not rank for any dividend,
right, allotment or other distribution the record date of which falls on or before the relevant
date of allotment and issuance of the Placement Shares. |
| (c) | The
Proposed Placement will also not result in any transfer of controlling interest in the Company. |
The
Placement Price is US$0.90 for each Placement Share (equivalent to S$1.15) and was arrived at pursuant to discussions with the Placement
Agent, taking into account, among others, the prevailing market price of the then existing issued Shares. The Placement Price represents
a discount of approximately 16.8% to the volume weighted average price of US$1.0817 for trades done on the Nasdaq Capital Market (“Nasdaq”)
on 10 November 2026, being the last full market day on which the Shares were traded prior to the time of execution of the Placement Agreement.
| 3. | SALIENT
TERMS OF THE PLACEMENT AGREEMENT |
In
consideration of the Placement Agent agreeing, on a best endeavours basis, to procure placees for the Placement Shares, the Company shall
pay the Placement Agent a placement commission (the “Commission”) equal to 3.0% of the Placement Price for each Placement
Share for which the Placement Agent has procured placees (“Placed Shares”) and, if applicable, goods and services
tax thereon, according to the relevant number of Placed Shares issued through the Placement Agent pursuant to the Placement.
In
addition to the Commission, the Placement Agent shall be entitled to charge and retain a buyer’s brokerage of 1.0% of the aggregate
Placement Price payable by each relevant placee in respect of the Placement Shares subscribed by it.
Subject
to the terms and conditions of the Placement Agreement, completion of the Proposed Placement (“Completion”) shall
take place on 16 November 2026 or such other date as the Company and the Placement Agent may agree in writing (the “Completion
Date”).
| 4.1 | The
estimated net proceeds from the Proposed Placement, after deducting estimated fees and expenses
(including listing and application fees, the commission payable to the Placement Agent, professional
fees and other miscellaneous expenses) of approximately US$597,100, is approximately US$6,422,900
(the “Net Proceeds”). The Company intends to apply the Net Proceeds as
follows: |
| Use
of Net Proceeds | |
US$ | | |
As
a % of Net Proceeds | |
Business expansion
| |
| 5,138,320 | | |
| 80 | |
General working capital requirements of
the Group
| |
| 1,284,580 | | |
| 20 | |
| Total | |
| 6,422,900 | | |
| 100 | |
| 4.2 | Pending
the deployment of the Net Proceeds, such Net Proceeds may be deposited with banks or financial
institutions, invested in short-term money market instruments or marketable securities, and/or
used for any other purpose on a short-term basis, as the Company may, in its absolute discretion,
deem fit from time to time. |
| 5. | DOCUMENTS
AVAILABLE FOR INSPECTION |
A
copy of the Placement Agreement will be available for inspection during normal business hours at the registered office of the Company
at 12 Tai Seng Link, #03-01A, GRC Centre, Singapore 534233, for a period of three (3) months commencing from the date of this announcement.
The
Company will make appropriate announcements as and when there are any material developments on the Proposed Placement.
By
Order of the Board
HOMESTOLIFE
LTD
Phua
Yong Pin
Executive
Chairman
13
November 2026
IMPORTANT
NOTICES
The
Company has uploaded onto the SGXNET an electronic copy of the final Registration Statement, which includes a prospectus in respect of
the Proposed Placement. An electronic copy of the final Registration Statement is also available on the SEC’s EDGAR system at https://www.sec.gov/Archives/edgar/data/2023153/000149315226050358/formf-1a.htm
and the Company’s corporate website at https://investors.homestolife.com/financials. Alternatively, the Company will arrange to
send you the prospectus if you request it by calling +65 9730 3718, or mailing to 12 Tai Seng Link, GRC Centre, #03-01A, Singapore 534233.
This
announcement shall not constitute an offer to sell or the solicitation of an offer to buy these shares, nor shall there be any sale of
these shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
Notification
under Section 309B of the SFA: The Placement Shares are prescribed capital markets products (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale
of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products). This announcement does not constitute
or form part of any offer, or invitation, to subscribe for or to sell, or solicitation of any offer to subscribe for or to purchase securities
of the Company, nor is it calculated to invite, nor does it permit the making of, offers by the public to subscribe for or purchase for
cash or other consideration securities of the Company. Restrictions have been imposed on offers and sales of the Placement Shares and
on distributions of documents relating thereto in Singapore.
