Form SC 13G - Statement of Beneficial Ownership by Certain Investors
10 October 2024 - 12:59PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO § 240.13d-2
| HomesToLife
Ltd |
| (Name
of Issuer) |
| |
| Ordinary
Shares |
| (Title
of Class of Securities) |
| |
| G45806
109 |
| (CUSIP
Number) |
| |
| September
30, 2024 |
| (Date
of Event Which Requires Filing of the Statement) |
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ |
Rule
13d-1(b) |
| |
|
| ☐ |
Rule
13d-1(c) |
| |
|
| ☒ |
Rule
13d-1(d) |
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in 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).
| Cusip
No. G45806 109 |
13G |
Page
2 of 8 Pages |
| 1. |
NAME
OF REPORTING PERSONS
Golden
Hill Capital Ltd. |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☐
Not
applicable |
| 3. |
SEC
ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
British
Virgin Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
|
6. |
SHARED
VOTING POWER
10,012,500 (1) |
7. |
SOLE
DISPOSITIVE POWER
|
8. |
SHARED
DISPOSITIVE POWER
10,012,500 (1) |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,012,500
ordinary shares |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
68.17%
(2) |
| 12. |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1)
Consists of 10,012,500 ordinary shares held directly by Golden Hill Capital Ltd. Phua Yong Pin and Phua Yong Tat 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)
This percentage is calculated based upon 14,687,500 ordinary shares outstanding, including (1) 13,250,000 ordinary shares as set forth
in the Issuer’s prospectus filed with the Securities Exchange (the “SEC”) on October 1, 2024; and (2) 1,437,500 ordinary
shares issued on October 2, 2024 as set forth in the exhibit in the Issuer’s 6-K filed with the SEC on October 2, 2024.
| Cusip
No. G45806 109 |
13G |
Page
3 of 8 Pages |
| 1. |
NAME
OF REPORTING PERSONS
Phua
Yong Pin |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☐
Not
applicable |
| 3. |
SEC
ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Singapore |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
|
6. |
SHARED
VOTING POWER
5,006,250 (1) |
7. |
SOLE
DISPOSITIVE POWER
|
8. |
SHARED
DISPOSITIVE POWER
5,006,250 (1) |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,006,250
ordinary shares |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.09%
(2) |
| 12. |
TYPE
OF REPORTING PERSON
IN |
(1)
Consists of 50% of 10,012,500 ordinary shares held directly by Golden Hill Capital 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.
(2)
This percentage is calculated based upon 14,687,500 ordinary shares outstanding, including (1) 13,250,000 ordinary shares as set forth
in the Issuer’s prospectus filed with the Securities Exchange (the “SEC”) on October 1, 2024; and (2) 1,437,500 ordinary
shares issued on October 2, 2024 as set forth in the exhibit in the Issuer’s 6-K filed with the SEC on October 2, 2024.
| Cusip
No. G45806 109 |
13G |
Page
4 of 8 Pages |
| 1. |
NAME
OF REPORTING PERSONS
Phua
Yong Tat |
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
☐
(b)
☐
Not
applicable |
| 3. |
SEC
ONLY
|
| 4. |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Singapore |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5. |
SOLE
VOTING POWER
|
6. |
SHARED
VOTING POWER
5,006,250
(1) |
7. |
SOLE
DISPOSITIVE POWER
|
8. |
SHARED
DISPOSITIVE POWER
5,006,250
(1) |
| 9. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,006,250
ordinary shares |
| 10. |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
34.09%
(2) |
| 12. |
TYPE
OF REPORTING PERSON
IN |
(1)
Consists of 50% of 10,012,500 ordinary shares held directly by Golden Hill Capital 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.
(2)
This percentage is calculated based upon 14,687,500 ordinary shares outstanding, including (1) 13,250,000 ordinary shares as set forth
in the Issuer’s prospectus filed with the Securities Exchange (the “SEC”) on October 1, 2024; and (2) 1,437,500 ordinary
shares issued on October 2, 2024 as set forth in the exhibit in the Issuer’s 6-K filed with the SEC on October 2, 2024.
| Cusip
No. G45806 109 |
13G |
Page
5 of 8 Pages |
| Item
1(a). |
Name
of Issuer: |
| |
HomesToLife
Ltd |
| |
|
| Item
1(b). |
Address
of Issuer’s Principal Executive Offices: |
| |
6
Raffles Boulevard, #02-01/02
Marina
Square, Singapore 039594 |
| |
|
| Item
2(a). |
Name
of Person Filing: |
| |
Golden
Hill Capital Ltd |
| |
Phua
Yong Pin |
| |
Phua
Yong Tat |
| |
|
| Item
2(b). |
Address
of Principal Business Office or, if none, Residence: |
| |
Address
for (1) Golden Hill Capital Ltd, (2) Phua Yong Pin, and (3) Phua Yong Tat
229
Mountbatten Road
#03-44/45
Singapore
398007 |
| |
|
| Item
2(c). |
Citizenship: |
| |
Golden
Hill Capital Ltd – British Virgin Islands |
| |
Phua
Yong Pin – Singapore |
| |
Phua
Yong Tat – Singapore |
| |
|
| Item
2(d). |
Title
of Class of Securities: |
| |
Ordinary
Shares |
| |
|
| Item
2(e). |
CUSIP
Number: |
| |
G45806
109 |
| |
|
| Item
3. |
If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: |
| |
(a) |
☐ |
Broker
or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| |
(b) |
☐ |
Bank
as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| |
(c) |
☐ |
Insurance
company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| |
(d) |
☐ |
Investment
company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| |
(e) |
☐ |
An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| |
(f) |
☐ |
An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| |
(g) |
☐ |
A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| |
(h) |
☐ |
A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| |
(i) |
☐ |
A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15
U.S.C. 80a-3); |
| |
(j) |
☐ |
A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| |
(k) |
☐ |
Group,
in accordance with § 240.13d-1(b)(1)(ii)(K). |
| Cusip
No. G45806 109 |
13G |
Page
6 of 8 Pages |
| Item
4. |
Ownership: |
| |
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1. |
| Reporting Person | |
Amount
beneficially
owned: | | |
Percent
of
class: | | |
Sole power
to vote or
direct the
vote: | | |
Shared
power to
vote or to
direct the vote: | | |
Sole power to
dispose or to
direct the
disposition of: | | |
Shared power
to dispose or to direct the
disposition of: | |
| Golden Hill Capital Ltd | |
| 10,012,500 | | |
| 68.17 | % | |
| | | |
| 10,012,500 | | |
| | | |
| 10,012,500 | |
| Phua Yong Pin | |
| 5,006,250 | | |
| 34.09 | % | |
| | | |
| 5,006,250 | | |
| | | |
| 5,006,250 | |
| Phua Yong Tat | |
| 5,006,250 | | |
| 34.09 | % | |
| | | |
| 5,006,250 | | |
| | | |
| 5,006,250 | |
| Item
5. |
Ownership
of Five Percent or Less of a Class: |
| |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following ☐. |
| |
|
| Item
6. |
Ownership
of More Than Five Percent on Behalf of Another Person: |
| |
Not
applicable |
| |
|
| Item
7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: |
| |
Not
applicable |
| |
|
| Item
8. |
Identification
and Classification of Members of the Group: |
| |
Not
applicable |
| |
|
| Item
9. |
Notice
of Dissolution of Group: |
| |
Not
applicable |
| |
|
| Item
10. |
Certifications: |
| |
Not
applicable |
| Cusip No. G45806 109 |
13G |
Page 7 of 8 Pages |
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.
| |
Date:
|
October
9, 2024 |
| |
|
|
| |
Golden Hill Capital Ltd |
| |
|
|
| |
By: |
/s/
Phua Yong Tat |
| |
Name:
|
Phua
Yong Tat |
| |
Title: |
Director |
| |
|
|
| |
Phua Yong Pin |
| |
|
|
| |
/s/ Phua Yong Pin |
| |
|
|
| |
Phua Yong Tat |
| |
|
|
| |
/s/ Phua Yong Tat |
| Cusip No. G45806 109 |
13G |
Page 8 of 8 Pages |
LIST
OF EXHIBITS
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 13G is being
filed on behalf of each of the undersigned.
| October 9, 2024 |
Golden Hill Capital Ltd |
| |
|
| |
By: |
/s/
Phua Yong Tat |
| |
|
Director |
| |
|
|
| October 9, 2024 |
Phua Yong Pin |
| |
|
|
| |
/s/ Phua Yong Pin |
| |
|
|
| October 9, 2024 |
Phua Yong Tat |
| |
|
|
| |
/s/ Phua Yong Tat |
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