SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D

Under the Securities Exchange Act of 1934

HomesToLife Ltd
(Name of Issuer)


Ordinary Shares
(Title of Class of Securities)


G45806109
(CUSIP Number)


Phua Yong Tat
229 Mountbatten Road, #03-44/45,
Singapore, U0, 398007
65 9730 3718
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
05/19/2025
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D
CUSIP No.
G45806109


1 Name of reporting person

Phua Yong Tat
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

AF
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 42,506,250.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 42,506,250.00
11 Aggregate amount beneficially owned by each reporting person

42,506,250.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

47.39 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Such number of shares consists of (i) 50% of 10,012,500 ordinary shares held directly by Golden Hill Capital Ltd, and (ii) 50% of 75,000,000 ordinary shares held directly by New Century International Homes Pte. Ltd. Phua Yong Tat is one of two directors of Golden Hill Capital Ltd and holds 50% of the voting and dispositive power over all shares held by Golden Hill Capital Ltd. Phua Yong Tat is one of two directors of New Century International Homes Pte. Ltd. and holds 50% of the voting and dispositive power over all shares held by New Century International Homes Pte. Ltd. (2) The percentage is calculated based upon 89,687,500 ordinary shares outstanding as of May 19, 2025.


SCHEDULE 13D
CUSIP No.
G45806109


1 Name of reporting person

Phua Yong Pin
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

AF
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 42,506,250.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 42,506,250.00
11 Aggregate amount beneficially owned by each reporting person

42,506,250.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

47.39 %
14 Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: (1) Such number of shares consists of (i) 50% of 10,012,500 ordinary shares held directly by Golden Hill Capital Ltd, and (ii) 50% of 75,000,000 ordinary shares held directly by New Century International Homes Pte. Ltd. Phua Yong Pin is one of two directors of Golden Hill Capital Ltd and holds 50% of the voting and dispositive power over all shares held by Golden Hill Capital Ltd. Phua Yong Pin is one of two directors of New Century International Homes Pte. Ltd. and holds 50% of the voting and dispositive power over all shares held by New Century International Homes Pte. Ltd. (2) The percentage is calculated based upon 89,687,500 ordinary shares outstanding as of May 19, 2025.


SCHEDULE 13D
CUSIP No.
G45806109


1 Name of reporting person

New Century International Homes Pte. Ltd.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 75,000,000.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 75,000,000.00
11 Aggregate amount beneficially owned by each reporting person

75,000,000.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

83.62 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) Such number of shares consists of 75,000,000 ordinary shares held directly by New Century International Homes Pte. Ltd. Phua Yong Tat and Phua Yong Pin are directors of New Century International Homes Pte. Ltd. and each holds 50% of the voting and dispositive power over all shares held by New Century International Homes Pte. Ltd. (2) The percentage is calculated based upon 89,687,500 ordinary shares outstanding as of May 19, 2025.


SCHEDULE 13D
CUSIP No.
G45806109


1 Name of reporting person

Golden Hill Capital Ltd.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 10,012,500.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 10,012,500.00
11 Aggregate amount beneficially owned by each reporting person

10,012,500.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

11.16 %
14 Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: (1) Such number of shares consists of 10,012,500 ordinary shares held directly by Golden Hill Capital Ltd. Phua Yong Tat and Phua Yong Pin are directors of Golden Hill Capital Ltd and each holds 50% of the voting and dispositive power over all shares held by Golden Hill Capital Ltd. (2) The percentage is calculated based upon 89,687,500 ordinary shares outstanding as of May 19, 2025.



SCHEDULE 13D

Item 1.Security and Issuer
(a) Title of Class of Securities:

Ordinary Shares
(b) Name of Issuer:

HomesToLife Ltd
(c) Address of Issuer's Principal Executive Offices:

6 Raffles Boulevard, #02-01/02, Marina Square, Singapore, SINGAPORE , 039594.
Item 2.Identity and Background
(a)
Phua Yong Tat, Phua Yong Pin, New Century International Homes Pte. Ltd. ("New Century") and Golden Hill Capital Ltd ("Golden Hill")
(b)
Address for (i) Phua Yong Tat, (ii) Phua Yong Pin, (iii) New Century, and (iv) Golden Hill: 229 Mountbatten Road #03-44/45 Singapore 398007
(c)
Phua Yong Tat is the Vice-Chairman and a director of HomesToLife (the "Issuer"). Phua Yong Pin is the Chairman and a director of the Issuer. The Issuer is a holding company. Its address is 6 Raffles Boulevard, #02-01/02, Marina Square, Singapore 039594. Phua Yong Tat and Phua Yong Pin control or own a series of entities ("HTL Group"), which include but not limited to the Issuer, New Century and Golden Hill. Phua Yong Tat oversees the HTL Group's the general corporate strategy and brand promotion management and business expansion, including sales, marketing, and product development, and is responsible for the business, product development, product design, marketing and sales of the HTL Group. Phua Yong Pin oversees the HTL Group's overall management, merger and acquisition and corporate/commercial transaction matters, and is responsible for overseeing the PRC-based manufacturing and retail operations of HTL Group. Both New Century and Golden Hill are holding companies.
(d)
No
(e)
No
(f)
Phua Yong Tat - Singapore; Phua Yong Pin - Singapore; New Century - Singapore; Golden Hill - British Virgin Islands
Item 3.Source and Amount of Funds or Other Consideration
 
New Century acquired 75,000,000 ordinary shares of the Issuer on May 19, 2025 in consideration of sale of all of its equity interest in HTL Marketing Pte Ltd., a company incorporated under the laws of Singapore. Golden Hill used its working capital to purchase 10,012,500 ordinary shares of the Issuer in 2024. Neither New Century nor Golden Hill acquired any of the ordinary shares of the Issuer with borrowed funds.
Item 4.Purpose of Transaction
 
On May 5, 2025, the Issuer entered into a definitive sale and purchase agreement (the "SPA") with New Century pursuant to which (i) the Issuer agreed to acquire 100% of equity interests in HTL Marketing Pte Ltd, and (ii) the Issuer agreed to issue 75,000,000 ordinary shares to New Century. On May 19, 2025, the transactions contemplated under the SPA were consummated where, among other things, 75,000,000 ordinary shares were issued to New Century. Golden Hill acquired the shares of the Issuer as a part of the reorganization in preparation of the Issuer's IPO.
Item 5.Interest in Securities of the Issuer
(a)
As of date hereof, (i) 10,012,500 ordinary shares are held directly by Golden Hill, representing 11.16% of total ordinary shares outstanding as of May 19, 2025, and (ii) 75,000,000 ordinary shares are held directly by New Century, representing 83.62% of total ordinary shares outstanding as of May 19, 2025. Phua Yong Tat and Phua Yong Pin are directors of Golden Hill and each holds 50% of the voting and dispositive power over all shares held by Golden Hill. Phua Yong Tat and Phua Yong Pin are directors of New Century and each holds 50% of the voting and dispositive power over all shares held by New Century.
(b)
Golden Hill: shared voting power and shared dispositive power of 10,012,500 ordinary shares. New Century: shared voting power and shared dispositive power of 75,000,000 ordinary shares. Phua Yong Tat: shared voting power and shared dispositive power of 42,506,250 ordinary shares. Phua Yong Pin: shared voting power and shared dispositive power of 42,506,250 ordinary shares.
(c)
See Item 4 above.
(d)
Not applicable.
(e)
Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
 
See Item 4 above.
Item 7.Material to be Filed as Exhibits.
 
Joint Filing Agreement

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
Phua Yong Tat
 Signature:/s/ Phua Yong Tat
 Name/Title:Phua Yong Tat
 Date:06/09/2025
 
Phua Yong Pin
 Signature:/s/ Phua Yong Pin
 Name/Title:Phua Yong Pin
 Date:06/09/2025
 
New Century International Homes Pte. Ltd.
 Signature:/s/ Phua Yong Tat
 Name/Title:Phua Yong Tat/Director
 Date:06/09/2025
 
Golden Hill Capital Ltd.
 Signature:/s/ Phua Yong Tat
 Name/Title:Phua Yong Tat/Director
 Date:06/09/2025

 

Exhibit 1

 

Joint Filing Agreement

 

Pursuant to Rule 13d-1(k)(l) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is being filed on behalf of each of the undersigned.

 

June 9, 2025 Phua Yong Tat
     
  By: /s/ Phua Yong Tat
     
June 9, 2025 Phua Yong Pin
     
  By: /s/ Phua Yong Pin
     
June 9, 2025 New Century International Homes Pte. Ltd.
     
  By: /s/ Phua Yong Tat
  Director
     
June 9, 2025 Golden Hill Capital Ltd
     
  By: /s/ Phua Yong Tat
  Director