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 7 Pages |
| 1. | NAME OF REPORTING PERSONS
Summer Capital Pte. 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
Singapore |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
SOLE VOTING POWER
|
6. |
SHARED VOTING POWER
1,237,500 (1) | |
7. |
SOLE DISPOSITIVE POWER
| |
8. |
SHARED DISPOSITIVE POWER
1,237,500 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,237,500 ordinary shares |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.42% (2) |
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
(1) Consists of 1,237,500 ordinary shares held directly by Summer Capital Pte. Ltd. Chew Kwang Yong is the sole director of Summer Capital Pte. Ltd. and sole voting and dispositive power over all shares held by Summer Capital Pte. 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 7 Pages |
| 1. | NAME OF REPORTING PERSONS
Chew Kwang Yong |
| 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
1,237,500 (1) | |
7. |
SOLE DISPOSITIVE POWER
| |
8. |
SHARED DISPOSITIVE POWER
1,237,500 (1) |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,237,500 ordinary shares |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.42% (2) |
| 12. | TYPE OF REPORTING PERSON
IN |
(1) Consists of 1,237,500 ordinary shares held directly by Summer Capital Pte. Ltd. Chew Kwang Yong is the sole director of Summer Capital Pte. Ltd. and sole voting and dispositive power over all shares held by Summer Capital Pte. 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 7 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: | ||
| Summer Capital Pte. Ltd. | |||
| Chew Kwang Yong | |||
| Item 2(b). | Address of Principal Business Office or, if none, Residence: | ||
Address for (1) Summer Capital Pte. Ltd., and (2) Chew Kwang Yong
229 Mountbatten Road #01-01 Mountbatten Square Singapore, 398007 | |||
| Item 2(c). | Citizenship: | ||
| Summer Capital Pte. Ltd. – Singapore | |||
| Chew Kwang Yong – 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 5 of 7 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 | Sole power to dispose or to direct the disposition of: | Shared | ||||||||||||||||||
| Summer Capital Pte. Ltd. | 1,237,500 | 8.42 | % | 1,237,500 | 1,237,500 | |||||||||||||||||||
| Chew Kwang Yong | 1,237,500 | 8.42 | % | 1,237,500 | 1,237,500 | |||||||||||||||||||
| 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 6 of 7 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 | |
| Summer Capital Pte. Ltd. | ||
| By: | /s/ Chew Kwang Yong | |
| Name: | Chew Kwang Yong | |
| Title: | Director | |
| Chew Kwang Yong | ||
| /s/ Chew Kwang Yong | ||
| Cusip No. G45806 109 | 13G | Page 7 of 7 Pages |
LIST OF EXHIBITS
| Exhibit No. | Description | |
| 1 | Joint Filing Agreement |