Exhibit 1.1

DATED [●] 2026

BETWEEN

HOMESTOLIFE LTD

(the “Company”)

AND

UOB KAY HIAN PRIVATE LIMITED

(the “Placement Agent”)

PLACEMENT AGREEMENT

C O N T E N T S

THIS AGREEMENT is made on [●] 2026.

BETWEEN:

AND

WHEREAS:

NOW IT IS HEREBY AGREED as follows:

“Audited Accounts” means the audited consolidated and combined financial statements of the Group for FY2023, FY2024 and FY2025, together with the related notes thereto, prepared in accordance with U.S. GAAP and included in or incorporated by reference into the Company’s public filings;

“Accounts Date” means 30 June 2026;

“Business Day” means a day other than a Saturday, Sunday or a public holiday in Singapore, the United States and the People’s Republic of China on which banks in Singapore, the United States and the People’s Republic of China are open for business;

“CDP” means The Central Depository (Pte) Limited;

“Commission” means the commission payable to the Placement Agent pursuant to Clause 6.1;

“Cayman Islands Companies Act” means the Companies Act (Revised) of the Cayman Islands, as amended from time to time;

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder;

“Completion” means the completion of the Placement pursuant to Clause 4;

“Completion Date” means the date on which Completion of the Placement is intended to occur, or such other date as the Company and the Placement Agent may agree in writing;

“Cut-Off Date” means the date falling four (4) weeks after the date of this Agreement or such other date as the Parties may mutually agree;

“Depository Agent” means an entity registered as a depository agent with CDP and which:

“Designated Stock Exchange Rules” means the relevant codes, rules and regulations, as amended from time to time, applicable to the Company or the Shares as a result of the original and continued listing of the Shares on Nasdaq and, upon completion of the Introduction, the Main Board of the SGX-ST, including the Nasdaq rules and the Listing Rules, in each case to the extent applicable from time to time;

“Directors” means the directors for the time being of the Company and “Director” means any one of them;

“Disclosure Package” means the Preliminary Prospectus, any Issuer General Use Free Writing Prospectus used in connection with the Placement, and the pricing information relating to the Placement Shares agreed between the Company and the Placement Agent, all considered together;

“DTC” means The Depository Trust Company in the United States;

“Environmental Laws” means all foreign, federal, state, local and other laws, rules and regulations relating to pollution, the protection of health and safety or the environment, or the use, treatment, storage, handling, transportation, disposal, discharge, emission or release of hazardous or toxic substances or wastes;

“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval system;

“ERISA” means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder;

“ERISA Affiliate” means, with respect to the Company or any Subsidiary, any member of any group of organisations described in Sections 414(b), (c), (m) or (o) of the Code of which the Company or such Subsidiary is a member;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“FINRA” means the Financial Industry Regulatory Authority, Inc.;

“Group” means the Company and its Subsidiaries (as defined below);

“Home Exchange” means the Nasdaq Capital Market;

“Indemnified Persons” means collectively the Placement Agent, the Placement Agent’s sub-placement agents, and the affiliates, associated companies, related companies and related corporations of the Placement Agent or the Placement Agent’s sub-placement agents, as well as their respective directors, officers, employees, agents (including the directors and employees and agents of such agents), representatives, advisers and counsel, and each person, if any, who controls the Placement Agent, any such sub-placement agent or any of their respective affiliates within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and “Indemnified Person” means any one of them;

“Introduction” has the meaning ascribed to it in Recital (A);

“Introductory Document” means the introductory document dated 23 October 2026 in connection with the Introduction;

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus”, as defined in Rule 433 under the Securities Act, including, without limitation, any “free writing prospectus”, as defined in Rule 405 under the Securities Act, relating to the Placement Shares that is: (i) required to be filed with the SEC by the Company; (ii) a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) under the Securities Act, whether or not required to be filed with the SEC; or (iii) exempt from filing with the SEC pursuant to Rule 433(d)(5)(i) under the Securities Act because it contains a description of the Placement Shares or the Placement that does not reflect the final terms, in each case in the form filed or required to be filed with the SEC or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g) under the Securities Act;

“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, other than a “bona fide electronic road show” as defined in Rule 433 under the Securities Act, and that has been approved in writing by the Company and the Placement Agent for such use;

“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is not an Issuer General Use Free Writing Prospectus;

“Joint Issue Managers” means United Overseas Bank Limited and UOB Kay Hian Private Limited in their capacities as joint issue managers for the Introduction;

“Key Management” means the chief executive officer, the chief financial officer, the sales director and country heads of each jurisdiction that the Group operates in, and each other person identified by name as a member of the senior management or key management personnel of the Company or the Group in the Introductory Document and the Supplementary Introductory Document, the Registration Statement, the Disclosure Package and the Prospectus;

“Listing Date” means the date on which the Shares commence trading on the Main Board of the SGX-ST;

“Listing Rules” means the listing rules of the SGX-ST applicable to issuers listed on the Main Board of the SGX-ST, as amended, modified or supplemented from time to time;

“MAS” means the Monetary Authority of Singapore;

“Material Adverse Change” means a material adverse effect on (a) the condition (financial, operational or otherwise), business, management, results of operations, financial position, assets, prospects, future plans, earnings, undertakings or operations of the Group taken as a whole, whether or not arising in the ordinary course of business; or (b) the ability of the Company to perform in any material respect its obligations under or with respect to, or to consummate the transactions contemplated by this Agreement and/or the Introductory Document and the Supplementary Introductory Document;

“Nasdaq” has the meaning ascribed to it in Recital (A);

“Net Proceeds” means the net proceeds of the Placement, as calculated pursuant to Clause ‎4.3;

“Original Registration Statement” means the Registration Statement at the time it originally becomes effective;

“Parties” means the Company and the Placement Agent, and “Party” means any one of them;

“Placed Shares” means the number of Placement Shares for which the Placement Agent has procured placees as at the Completion Date;

“Placement” has the meaning ascribed to it in Recital (B);

“Placement Agent Information” means only the following information, as it appears in the Registration Statement, any Preliminary Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus and the Prospectus: (i) the name of the Placement Agent on the front and back cover pages of any Preliminary Prospectus and the Prospectus; and (ii) the first sentence of the third paragraph under the heading “Plan of Distribution” relating to the placement commission. It is understood and agreed that the foregoing is the only information furnished in writing to the Company by or on behalf of the Placement Agent expressly for use in any of those documents, and that no other statement or information in them constitutes Placement Agent Information;

“Placement Announcement” means the announcement to be released by the Company on SGXNET and, where applicable, filed or furnished with Nasdaq and the SEC in relation to the Placement;

“Placement Price” means S$[●] for each Placement Share, equivalent to US$[●] for each Placement Share based on the exchange rate of US$1.00:S$[●] as of 3 November 2026 being the day before the date of this Agreement;   

“Placement Shares” means up to [13,000,000] new Shares which the Placement Agent will, on a best endeavours basis, procure placees for, upon the terms and subject to the conditions of this Agreement;

“Preliminary Prospectus” means any preliminary prospectus included in the Registration Statement before it becomes effective and used in connection with the Placement;

“Prospectus” means the final prospectus relating to the offer and sale of the Placement Shares, the pricing thereof and the plan of distribution thereof, in the form in which it will be filed with the SEC pursuant to Rule 424(b) under the Securities Act;

“Registration Statement” means the registration statement on Form F-1 filed or to be filed by the Company with the SEC under the Securities Act for the registration of the offer and sale of the Placement Shares, including, at any given time, the amendments thereto, exhibits and schedules thereto and any documents incorporated by reference therein at such time;

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

“Securities Act” means the United States Securities Act of 1933, as amended from time to time, and includes the rules and regulations of the SEC promulgated thereunder;

“Securities Account” means the securities account of a securities account holder maintained with CDP or a sub-account of a sub-account holder maintained with a Depository Agent;

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

“SFR” means the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore, as amended from time to time;

“SGX-ST” means Singapore Exchange Securities Trading Limited;

“SGXNET” means the electronic announcement platform operated by the SGX-ST known as SGXNET;

“Shares” means the ordinary shares in the capital of the Company;

“Shareholders” means the shareholders of the Company;

“Subsidiaries” means the subsidiaries of the Company from time to time;

“Supplementary Introductory Document” means the supplementary introductory document dated 28 October 2026, to be read together with the Introductory Document, and construed in conjunction with the Introductory Document as one document;

“Unaudited Accounts” means the unaudited interim condensed consolidated financial information of the Group for the six months ended 30 June 2026 together with related notes thereto, prepared in accordance with U.S. GAAP and included in or incorporated by reference into the Company’s public filings;

“U.S. GAAP” means accounting principles generally accepted in the United States of America;

“U.S. Person” has the meaning ascribed to it in paragraph (F) of Schedule 1; and

“S$” means the lawful currency of Singapore.

with a view to the winding-up or dissolution of, or the appointment of a judicial manager, receiver, liquidator, trustee or similar officer in respect of, the Company, its Subsidiaries or any of their respective assets, or any of them;

For the purpose of this Clause 4.3:

Net Proceeds = P – C

Where:

“P” means the product of the Placement Price and the number of Placed Shares; and

“C” means the Commission payable to the Placement Agent in respect of the Placed Shares,

provided always that the Placement Agent shall be entitled to deduct from the Net Proceeds all sums payable to the Placement Agent pursuant to Clause 8.

in each case in form and substance satisfactory to the Placement Agent;

and the indemnity shall extend to include all costs (including all legal costs), charges and expenses which the Indemnified Persons may pay or incur in investigating, disputing, defending, settling or compromising any claim or action or other proceedings in respect of which indemnity may be sought against the Company under this Clause 7.1, provided that the Company shall not be liable under this Clause ‎7.1 to the extent that such loss, liability, damage, cost, charge, expense, claim, action, demand or proceeding arises out of or is based upon: (a) any untrue statement, misrepresentation, inaccuracy or omission made in reliance upon and in conformity with the Placement Agent Information; (b) the gross negligence, wilful misconduct or bad faith of any Indemnified Person; or (c) any breach by the Placement Agent of its representations, warranties or undertakings under this Agreement.

which event(s) shall in the reasonable opinion of the Placement Agent: (a) have or be reasonably likely to have a material adverse effect on the Completion of the Placement, such that it would be impracticable to proceed with the Placement on the terms and in the manner contemplated in this Agreement; (b) result or be likely to result in the issue of a notice of refusal to the admission of the Placement Shares on the SGX-ST; or (c) make it uncommercial to proceed with Completion of the Placement;

The respective indemnities, agreements, representations, warranties and other statements of the Parties, as set forth in this Agreement, shall survive delivery of and payment for the Placed Shares, shall be separate and independent and shall not be limited by anything in this Agreement. Completion shall not prejudice any rights of any of the Parties which may have accrued hereunder prior to Completion.

Any time or period mentioned in any provision of this Agreement may be extended by mutual written agreement between the Parties but as regards any time, date or period originally fixed or any time, date or period so extended as aforesaid time shall be of the essence.

provided that, to the extent legally permissible and reasonably practicable, the disclosing Party shall consult the other Party before making a disclosure under Clause 15.1.5 or 15.1.6.

This Agreement may be signed in any number of counterparts or duplicates, each of which shall be an original but such counterparts or duplicates shall together constitute one and the same agreement. Any Party may enter into this Agreement by signing any such counterpart. Each counterpart may be signed and executed by the Parties and transmitted by facsimile transmission and shall be as valid and effectual as if executed as an original.

SCHEDULE 1

SELLING RESTRICTIONS

SCHEDULE 2

CERTIFICATE PURSUANT TO CLAUSE 5.1.6

[To be reproduced on the letterhead of the Company]

Dear Sirs

PLACEMENT OF UP TO [●] NEW ORDINARY SHARES IN THE CAPITAL OF HOMESTOLIFE LTD (THE “PLACEMENT SHARES”, EACH A “PLACEMENT SHARE”)

I, __________________________, a Director of HOMESTOLIFE LTD (the “Company”), refer to the Placement Agreement dated __________________ 2026 (the “Agreement”) made between the Company and UOB Kay Hian Private Limited relating, inter alia, to the Placement and hereby certify, on behalf of the Company, that:

Terms and expressions defined and references construed in the Agreement shall bear the same meanings and construction in this Certificate.

IN WITNESS WHEREOF the Parties hereto have hereunto set their respective hands on the day and year first above written.