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June 28, 2024
Chew Kwang Yong
Chief Financial Officer
HomesToLife Ltd
6 Raffles Boulevard, #02-01/02
Marina Square, Singapore 039594
Re:HomesToLife Ltd
Draft Registration Statement on Form F-1
Submitted May 31, 2024
CIK No. 0002023153
Dear Chew Kwang Yong:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Prospectus Summary, page 1
1.Please revise to disclose the basis for your statement that you are one of "the leading home
furniture retailers" and the metric by which you have made this determination. Make the
same revision in the Business and Management's Discussion and Analysis of Financial
Condition and Results of Operations sections. Refer to Item 4(B)(7) of Form 20- F.
Implications of Being a Controlled Company, page 5
2.Here and elsewhere as appropriate, please disclose whether you intend to rely on
the exemptions to corporate governance requirements as a controlled company.
Risk Factors, page 7
3.We note your disclosure on page 48 that your industry is "heavily reliant on consumer

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HomesToLife Ltd
June 28, 2024
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spending, housing market conditions, and design trends." Please provide a risk factor
addressing the risk of your reliance on these conditions.
Use of Proceeds, page 33
4.We note your disclosure that a portion of the proceeds of this offering will be used to open
new stores in Singapore and other Asian countries. Please disclose in which parts of
Singapore and other Asian counties you anticipate opening new stores and, if known,
describe the assets you intend to acquire and their cost. Refer to Item 3.C of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
42
5.We note your disclosure on page 33 that a portion of your proceeds will go toward
research and development. Please provide a description of your research and development
policies for the last three years, if any, as well as disclosure regarding your anticipated
research and development efforts. See Item 5(C) of Form 20-F.
Business, page 51
6.We note your disclosure on page 60 regarding the terms of the Products Supply
Agreement. Also disclose the terms of the Distribution Agreement.
Management
Compensation of Directors and Officers, page 79
7.Please update both the Equity Incentive Plan and Incentive Compensation sections to
provide this information as of the fiscal year ended December 31, 2023.
8.We note your disclosure that you do not maintain any cash incentive programs for
directors or officers. We also note that footnote 1 on page 79 discloses that compensation
for such directors and officers includes "incentives earned from client referral as stipulated
in their employment contracts." Please reconcile this disclosure.
Related Party Transactions, page 81
9.Please provide the required disclosure for the three preceding financial years through the
date of the prospectus. See Item 7(B) of Form 20-F.
Legal Matters, page 105
10.We note your disclosure here and on page 32 regarding legal matters as to Singapore law
that are being passed upon for you by Icon Law. Please file a consent of Icon Law. Refer
to Securities Act Rule 436

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Combined Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
11.Please make arrangements with your auditors to provide a dated audit opinion. Refer to
Rule 2-02(a)(1) of Regulation S-X.
Combined Balance Sheets, page F-3
12.Please tell us why the title for the amount due from former shareholder line item is
appropriate, when you disclose in Note 10 on page F-18 that Golden Hill BVI owes you
these amounts. As noted on pages 52 and 53, they appear to continue to be a related party
as well as a current shareholder. Also, tell us in detail and disclose the nature of the
transactions in which the temporary advances discussed on page F-18 originated. In
addition, disclose if and when these temporary advances were repaid. If these temporary
advances have not yet been repaid, please tell us your basis in GAAP for presenting these
amounts as assets on your balance sheet, rather than as a deduction from shareholders’
equity. Refer to SAB Topics 4.E and 4.G.
Combined Statements of Operations, page F-4
13.Please breakout the material components of other income, net. Refer to Rule 5-03.7
through .9 of Regulation S-X.
General
14.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
15.You state that certain economic conditions, such as inflation, have impacted your
business. Please identify the principal factors contributing to the inflationary pressures
you have experienced and clarify the resulting impact to the company. If inflation has
materially impacted your business, identify actions planned or taken, if any, to mitigate
inflationary pressures. If recent inflationary pressures have materially impacted your
operations, revise your risk factors to identify such pressures and how your business has
been affected.
16.In an appropriate place, please describe the 2024 Incentive Securities Plan, a form of
which is to be filed as Exhibit 99.2.

 FirstName LastNameChew Kwang Yong
 Comapany NameHomesToLife Ltd
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 FirstName LastName
Chew Kwang Yong
HomesToLife Ltd
June 28, 2024
Page 4
            Please contact Valeria Franks at 202-551-7705 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jane Tam