As filed with the U.S. Securities and Exchange Commission on October 3, 2025.
Registration No. 333-290068
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
AMENDMENT NO. 2
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
LORENZO DEVELOPMENTS INC.
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
_____________________________________
|
Canada |
1531 |
Not Applicable |
||
|
(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
3459 Sheppard
Avenue East, Unit 218, Toronto, Ontario
M1T3K4, Canada
416-865-7771
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_____________________________________
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
(212) 947-7200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________________________________
Copies of all communications, including communications sent to agent for service, should be sent to:
|
Ying Li, Esq. |
Anthony N. DeMint, Esq. |
_____________________________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box, and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box, and list the Securities Act registration number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
____________
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
LORENZO DEVELOPMENTS INC. (the “Company”) is filing this amendment to the registration statement on Form F-1 (Registration No. 333-290068), initially filed on September 5, 2025 (the “Registration Statement”), as an exhibit-only filing solely to file an updated Exhibit 10.1 and an updated Exhibit 23.1, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. Accordingly, this amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature pages to the Registration Statement, and the exhibit being filed, and is not intended to amend or delete any part of the Registration Statement except as specifically noted herein. This amendment does not modify any provision of the prospectus constituting Part I of the Registration Statement, and accordingly, such preliminary prospectus has been omitted.
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 6. Indemnification of Directors and Officers.
Ontario law does not limit the extent to which a company’s articles of incorporation may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Ontario courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
The Company’s bylaws provide that we shall indemnify our directors and officers (each an indemnified person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified person, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of our Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such indemnified person in defending (whether successfully or otherwise) any civil proceedings concerning our Company or its affairs in any court whether in Ontario or elsewhere.
Pursuant to the indemnification agreements, the form of which is filed as Exhibit 10.2 to this registration statement, we agreed to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.
The underwriting agreement, the form of which is filed as Exhibit 1.1 to this registration statement, will also provide for indemnification by the underwriters and our officers and directors for certain liabilities.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Recent Sales of Unregistered Securities.
During the past three years, we have issued the following securities which were not registered under the Securities Act. We believe that each of the following issuance was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions. No underwriters were involved in these issuances of securities.
None of these transactions involved any underwriters’ underwriting discounts or commissions, or any public offering.
|
Purchaser |
Date of Issuance |
Number of |
Consideration |
||||
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Sky Pivot Corp. |
April 15, 2025 |
9,900,000.00 |
CAD |
100.00 |
|||
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YUYUKPING LIMITED |
April 15, 2025 |
3,636,000.00 |
CAD |
367,272.36 |
|||
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DUO DUO KAI Holding Limited |
April 15, 2025 |
891,000.00 |
CAD |
89,999.91 |
|||
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WLWY Holdings Limited |
April 15, 2025 |
891,000.00 |
CAD |
89,999.91 |
|||
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FTCNOOB Holdings Limited |
April 15, 2025 |
891,000.00 |
CAD |
89,999.91 |
|||
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LJ Progressive Holdings Limited |
April 15, 2025 |
891,000.00 |
CAD |
89,999.91 |
|||
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Qian Mu Limited |
April 15, 2025 |
540,000.00 |
CAD |
54,545.40 |
|||
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Little woods Capital Limited |
April 15, 2025 |
360,000.00 |
CAD |
36,363.60 |
|||
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Purchaser |
Date of Issuance |
Number of |
Consideration |
||||
|
Xianping wen |
February 1, 2023 |
200,000 |
CAD |
200,000 |
|||
|
Xiaoyin Li |
February 1, 2023 |
200,000 |
CAD |
200,000 |
|||
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Shuang He |
January 1, 2023 |
300,000 |
CAD |
300,000 |
|||
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8899584 Canada Corp. |
November 5, 2022 |
500,000 |
CAD |
500,000 |
|||
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Item 8. Exhibits and Financial Statement Schedules.
(a) Exhibits
The exhibits listed in the exhibit index, appearing elsewhere in this registration statement, have been filed as a part of this registration statement.
(b) Financial Statement Schedules
All schedules have been omitted since they are not required or are not applicable or the required information is shown in the audited financial statements or notes thereto.
Financial Statement Schedules
None. All other schedules for which provision is made in Regulation S-X of the SEC are not required under the related requirements or are inapplicable, and, therefore, have been omitted.
Item 9. Undertakings.
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
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iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(4) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(5) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering
(6) That, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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EXHIBIT INDEX
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Exhibit |
Description |
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1.1** |
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3.1** |
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4.1** |
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5.1** |
Opinion of THC Lawyers regarding the validity of the Common Shares being registered |
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10.1* |
Form of Employment Agreement by and between executive officers and the Registrant |
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10.2** |
Form of Indemnification Agreement with the Registrant’s directors and officers |
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10.3** |
Form of Director Offer Letter between the Registrant and its directors |
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10.4** |
||
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10.5** |
||
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23.1* |
Consent of ZH CPA, LLC, an independent registered public accounting firm |
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23.2** |
||
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23.3** |
||
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24.1** |
||
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99.1** |
||
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99.2** |
||
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99.3** |
||
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99.4** |
||
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99.5** |
||
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99.6** |
||
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99.7** |
||
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99.8** |
||
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107** |
____________
* Filed herewith.
** Previously filed.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ontario, Canada on October 3, 2025.
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LORENZO DEVELOPMENTS INC. |
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By: |
/s/ Tianshu Wang |
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Tianshu Wang |
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Chief Executive Officer, President, and Director |
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(Principal Executive Officer) |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Tianshu Wang |
Chief Executive Officer, President, and Director |
October 3, 2025 |
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Name: Tianshu Wang |
(Principal Executive Officer) |
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/s/ * |
Chief Financial Officer, Vice President, and Director |
October 3, 2025 |
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Name: Xiaoyin Li |
(Principal Accounting and Financial Officer) |
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/s/ * |
Vice President |
October 3, 2025 |
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Name: Chaoyu Wang |
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By: |
/s/ Tianshu Wang |
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Tianshu Wang |
II-5
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of LORENZO DEVELOPMENTS INC., has signed this registration statement in New York, NY on October 3, 2025.
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Authorized U.S. Representative |
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Cogency Global Inc. |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vries |
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Title: |
Senior Vice President on behalf of Cogency Global Inc. |
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