Monitor the success of the self-underwritten offering as no minimum, as no market maker has been engaged and the OTCQB quotation is not guaranteed. The large resale overhang of 2,500,000 shares from selling shareholders could pressure any post-offering price.
Executive Summary
Lorenzo Developments Inc., a Canadian real estate development management and consulting firm, filed Amendment No. 6 to its F-1 registration statement for a self-underwritten, best-efforts primary offering of up to 1,000,000 common shares at $1.00 per share, alongside a resale prospectus for up to 2,500,000 common shares held by selling shareholders. The company reported a 13% decline in revenue (CAD 1,494,000 from CAD 1,709,809) and a net loss of CAD 129,760 loss vs. net income of 1,138,338 in the prior year, and plans to list on the OTCQB rather than the originally planned Nasdaq listing. The offering is high-risk due to a small, micro-cap, no public market, no minimum offering, and a large resale overhang.
Key Financial Metrics
Key Facts
- Up to 1,000,000 common shares offered at $1.00 per share on self-underwritten, best-efforts basis with no minimum
- Resale prospectus covers up to 2,500,000 common shares from selling shareholders
- Revenue declined 13% to CAD 1,494,000 (US$1,070,737) for FY ended March 2026
- Net income of CAD 1,138,338 net loss of CAD 129,760 (US$92,92,998) for FY ended March 2026
- General administrative expenses increased 418% to CAD 1,780,716 (US$1,276,224)
- Cash of CAD 151,613 (US$108,660) as of March 2026
- CEO Tianshu Wang owns 55% of shares after offering
- No lock-up agreements will be entered into in connection with this offering
Financial Impact
Revenue declined 13% to CAD 1,494,000 (US$1,070,737) for FY ended March 2026
Risk Factors
- No public market for the Common Shares prior to this offering
- No assurance that the Common Shares will become eligible for quotation on the OTCQB or any other trading market
- Immediate and substantial dilution of $0.92 per share
- CEO Tianshu Wang has substantial influence over the Company
Investment Themes
Documents Analyzed
This report is based on 11 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| F-1/A Filing (Primary) | 0001213900-26-108318 |
| Document: ea024707313ex-fee.htm | 0001213900-26-108318 |
| Document: ea024707313ex5-1.htm | 0001213900-26-108318 |
| Document: ea024707313ex10-6.htm | 0001213900-26-108318 |
| Document: ea024707313ex10-7.htm | 0001213900-26-108318 |
| Document: ea024707313ex23-1.htm | 0001213900-26-108318 |
| Document: ea024707313ex99-8.htm | 0001213900-26-108318 |
| Document: ea024707313ex21-1.htm | 0001213900-26-108318 |
| Document: 0001213900-26-108318-index-headers.html | 0001213900-26-108318 |
| Document: 0001213900-26-108318-index.html | 0001213900-26-108318 |
| Document: 0001213900-26-108318.txt | 0001213900-26-108318 |
US Market Status
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