| BUSINESS OVERVIEW |
NOTE
1 － BUSINESS OVERVIEW
HomesToLife
Ltd (the “Company”, “HTLM” or the “HomesToLife Cayman”) was incorporated in the Cayman Islands with
limited liability under the Companies Act on February 16, 2024.
The
Company, through its subsidiaries, is principally engaged in the sale and distribution of leather upholstered furniture, such as, sofas,
armchairs, recliners, and related accessories, with its unique design and craftmanship, throughout a network of retail stores under the
brand name of “HomesToLife” in Europe, the North America, and Asia.
On
May 5, 2025, the Company entered into a definitive sale and purchase agreement (the “Sale and Purchase Agreement”) with New
Century International Homes Pte Ltd (“New Century”) to acquire 100% of equity interests in HTL Marketing Pte Ltd (“HTL
Marketing”). Under the terms of the Sale and Purchase Agreement, in exchange for acquiring HTL Marketing, the Company issued 75,000,000
ordinary shares to New Century, par value US$0.0001 per share (the “Ordinary Shares”), which are subjected to two-year lock-up
restrictions. This transaction was closed on May 19, 2025.
On
May 5, 2025, HTL Marketing and certain related parties entered into a deed of global settlement involving debt restructuring under the
corporate reorganization exercise. During the six months ended June 30, 2025, a net gain of $1.5 million was recorded under other income
(expense) in the accompanying unaudited condensed consolidated and combined statements of operations and comprehensive income.
The
Company and HTL Marketing were controlled by common shareholders prior to this acquisition. Hence, this acquisition was accounted for
as common control acquisition in accordance with ASC 805-50-45-5. Under the guidance, the current corporate structure has been retroactively
presented in prior periods as if such structure existed as of the beginning of the first period presented in the accompanying unaudited
condensed consolidated and combined financial statements.
Description
of subsidiaries incorporated and controlled by the Company, as of June 30, 2025:
SCHEDULE OF DESCRIPTION OF SUBSIDIARIES INCORPORATED AND CONTROLLED BY THE COMPANY
| Name |
|
|
Background |
|
Ownership |
|
| |
|
|
|
|
|
|
| HomesToLife
International Pte. Ltd. (“HIPL”) |
|
● |
Singaporean
company |
|
100%
owned by HTLM |
|
|
|
● |
Incorporated
on February 22, 2024 |
|
|
|
| |
|
● |
Issued
and outstanding 20,001 ordinary shares for SGD1 and USD20,000 |
|
|
|
| |
|
● |
Investment
holding |
|
|
|
| |
|
|
|
|
|
|
| HomesToLife
Pte. Ltd. (“HTL SG”) |
|
● |
Singaporean
company |
|
100%
owned by HIPL |
|
| |
|
● |
Incorporated
on September 28, 1989 |
|
|
|
| |
|
● |
Issued
and outstanding 38,800,000 ordinary shares for SGD38,800,000 |
|
|
|
| |
|
● |
Sale
and distribution of furniture |
|
|
|
| |
|
|
|
|
|
|
| HTL
Far East Pte. Ltd. (“HTL FE”) |
|
● |
Singaporean
company |
|
100%
owned by HIPL |
|
| |
|
● |
Incorporated
on October 28, 2024 |
|
|
|
| |
|
● |
Issued
and outstanding 10,000 ordinary shares for USD10,000 |
|
|
|
| |
|
● |
Wholesale
of furniture |
|
|
|
| |
|
|
|
|
|
|
| HTL
Marketing Pte. Ltd. (“HTL Marketing”) |
|
● |
Singaporean
company |
|
100%
owned by HTLM |
|
| |
|
● |
Incorporated
on December 23, 2020 |
|
|
|
| |
|
● |
Issued
and outstanding 10,000 ordinary shares for USD10,000 |
|
|
|
| |
|
● |
Wholesale
of furniture |
|
|
|
| |
|
|
|
|
|
|
| New
Century Furniture Pte. Ltd. (“NCFTP”) |
|
● |
Singaporean
company |
|
100%
owned by HTL Marketing |
|
|
|
● |
Incorporated
on October 05, 2020 |
|
|
|
| |
|
● |
Issued
and outstanding 1,010,000 ordinary shares for USD1,010,000 |
|
|
|
| |
|
● |
Investment
holding |
|
|
|
| |
|
|
|
|
|
|
| HTL
France SAS (“HTLF”) |
|
● |
French
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on October 30, 2014 |
|
|
|
| |
|
● |
Issued
and outstanding 298,960 ordinary shares for EUR298,960 |
|
|
|
| |
|
● |
Overseas
sale office |
|
|
|
| |
|
|
|
|
|
|
| HTL
ANZ PTY LTD (“HTLA”) |
|
● |
Australian
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on June 20, 2023 |
|
|
|
| |
|
● |
Issued
and outstanding 10,000 ordinary shares for AUD 10,000 |
|
|
|
| |
|
● |
Overseas
sale office |
|
|
|
| |
|
|
|
|
|
|
| HTL
Korea Co., Ltd. (“HTLK”) |
|
● |
Korean
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on June 07, 2010 |
|
|
|
| |
|
● |
Issued
and outstanding 291,080 ordinary shares for KRW1,455,400,000 |
|
|
|
| |
|
● |
Sale
and distribution of furniture |
|
|
|
| |
|
|
|
|
|
|
| Hwa
Tat Lee Japan Co., Ltd.(“HTLJ”) |
|
● |
Japanese
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on April 03, 1996 |
|
|
|
| |
|
● |
Issued
and outstanding 10,000 ordinary shares for JPY90,000,000 |
|
|
|
| |
|
● |
Wholesale
of furniture |
|
|
|
| |
|
|
|
|
|
|
| Terasoh
Co., Ltd. (“TCL”) |
|
● |
Japanese
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on July 19, 1973 |
|
|
|
| |
|
● |
Issued
and outstanding 160,000 ordinary shares for JPY67,000,000 |
|
|
|
| |
|
● |
Dormant,
previously sales and manufacturing of furniture |
|
|
|
| |
|
|
|
|
|
|
| HTL
Taiwan Holding Pte. Ltd. (“HTLTW”) |
|
● |
Singaporean
company |
|
100%
owned by NCFTP |
|
|
|
● |
Incorporated
on April 02, 2024 |
|
|
|
| |
|
● |
Issued
and outstanding 1 ordinary shares for SGD1 |
|
|
|
| |
|
● |
Investment
holding |
|
|
|
| |
|
|
|
|
|
|
| HTL
(UK) Limited (“HTLUK”) |
|
● |
British
company |
|
100%
owned by NCFTP |
|
| |
|
● |
Incorporated
on October 05, 2000 |
|
|
|
| |
|
● |
Issued
and outstanding 3,050,000 ordinary shares for GBP3,050,000 |
|
|
|
| |
|
● |
Overseas
sale office |
|
|
|
The
Company and its subsidiaries are hereinafter referred to as (the “Company”).
|