F-1: LOBO Technologies Plans Public Offering of Units and Warrants

LOBO Technologies Ltd. filed an F-1 registration statement for a best efforts public offering of up to 4,000,000 units, each comprising Class A Ordinary Shares and Series A and B Warrants, to fund development and general corporate purposes.

Summary

• LOBO Technologies Ltd. is an electric vehicle manufacturer based in Wuxi, China, specializing in e-bicycles, e-mopeds, e-tricycles, and electric off-highway four-wheeled shuttles.
• The company is proposing a 'best efforts' public offering of up to 4,000,000 units, each consisting of one Class A Ordinary Share, one Series A Warrant, and one Series B Warrant.
• Alternatively, purchasers can opt for Pre-Funded Units, each comprising one Pre-Funded Warrant, one Series A Warrant, and one Series B Warrant, particularly if beneficial ownership limits are a concern.
• Pre-Funded Warrants have an exercise price of $0.001 per share and are immediately exercisable, with the aggregate exercise price pre-funded to the company.
• Series A Warrants are immediately exercisable at 110% of the public offering price of each Unit and expire two years after issuance.
• Series B Warrants are immediately exercisable at 110% of the public offering price of each Unit, expire two years after issuance, and include a 'zero cash exercise price option' allowing holders to receive up to five Class A Ordinary Shares for each share that would be issuable upon cash exercise, without additional cash payment.
• The company expects to register up to 28,000,000 Class A Ordinary Shares under this prospectus, including 20,000,000 Class A Ordinary Shares issuable if the Series B Warrants' zero cash exercise price option is elected.
• As of December 6, 2025, there were 8,912,424 Class A Ordinary Shares and 3,730,320 Class B Ordinary Shares outstanding.
• If all Class A Ordinary Shares offered under this prospectus were issued, they would represent approximately 68.9% of total outstanding Ordinary Shares as of December 6, 2025.
• The offering price per unit is currently undisclosed, but the assumed combined public offering price is $[__] per Unit.
• Estimated net proceeds from this offering are approximately $[__] million, intended for development programs, working capital, and general corporate purposes.
• The company is a foreign private issuer and an emerging growth company, which allows for reduced reporting requirements and certain exemptions from NASDAQ corporate governance rules.
• Mr. Huajian Xu, as Chairman and CEO, holds approximately 74.00% of the voting rights prior to the offering, and approximately 55.42% after the offering, maintaining the company's controlled company status.
• Revenue from two-wheeled electric vehicles was approximately RMB 49 million (US$ 6.7 million) for the six months ended June 30, 2025, RMB 80 million (US$10.9 million) for fiscal year 2024, and RMB 73 million (US$10.3 million) for fiscal year 2023.
• Revenue from three-wheeled electric vehicles was approximately RMB 22 million (US$3.1 million) for the six months ended June 30, 2025, RMB 30 million (US$4.2 million) for fiscal year 2024, and RMB 15 million (US$2.1 million) for fiscal year 2023.
• Revenue from four-wheeled electric vehicles was approximately RMB 2.5 million (US$0.4 million) for the six months ended June 30, 2025, RMB 4.5 million (USD 624,000) for fiscal year 2024, and RMB 1.2 million (USD $165,000) for fiscal year 2023.

Sentiment

Score: 6

Explanation: The filing outlines a significant capital raise to support growth in a large and expanding industry, which is positive. However, the substantial potential for dilution, concentrated voting power, and significant regulatory and operational risks associated with operating in China and being a foreign private issuer temper the overall positive sentiment. The zero-cash exercise option for Series B warrants also limits future cash inflow from those instruments.

Positives

• The company is an innovative electric vehicle manufacturer with cutting-edge technologies in robotics and artificial intelligence.
• It offers a diverse product range including e-bicycles, e-mopeds, e-tricycles, and electric off-highway four-wheeled shuttles.
• LOBO Technologies is recognized as a provincial Hi-Tech company and Eagle-company by local government and a golden plus supplier by Alibaba.com.
• The company benefits from an experienced management team and accumulated industry resources.
• Its product development is guided by a user-centered design philosophy and innovative marketing strategy.
• The global new energy vehicles industry is large and steadily growing, with expanding markets in Europe, the U.S., Southeast Asia, and Africa.
• The company has reserved a sufficient number of Ordinary Shares to cover the issuance of all Warrant Shares upon exercise.
• LOBO Technologies is committed to maintaining its listing on the NASDAQ Capital Market.

Negatives

• The electric vehicle industry faces intensifying competition and increasing market concentration from major players who have raised substantial funds.
• There is a risk of losing market channels and suffering losses if the company fails to effectively implement its cost leadership strategy.
• The company may lose users and market share if it fails to provide appropriate differentiated products.
• Challenges exist in attracting, retaining, and motivating talented and experienced employees who share the company's vision.
• The dual-class share structure concentrates voting control with Mr. Huajian Xu, potentially leading to interests not aligned with other shareholders.
• The dual-class structure may adversely affect the trading market for Class A Ordinary Shares.
• As a controlled company, LOBO Technologies may rely on exemptions from certain corporate governance requirements, which could reduce protections for public shareholders.
• The offering of a substantial number of Class A Ordinary Shares and the potential issuance of up to 20,000,000 shares from Series B Warrants could cause significant dilution and depress the market price.
• There is a risk of delisting from NASDAQ if the share price falls below the minimum bid price requirement of $1.00.
• Management has broad discretion in the use of net proceeds from the offering, which may not be used effectively.
• Operating substantially all business in China exposes the company to significant legal and operational risks, including government oversight and potential intervention.
• New PRC regulatory actions, such as the Overseas Listing Regulations and potential cybersecurity reviews, could impose additional compliance burdens or restrict the ability to offer securities overseas.
• There is a risk of delisting if the company's auditor cannot be fully inspected by the PCAOB for two consecutive years.
• As a holding company, LOBO Technologies relies on dividends from its PRC subsidiaries, which may be restricted by PRC regulations.
• There is no established trading market for the Units, Pre-Funded Units, Series A Warrants, Series B Warrants, or Pre-Funded Warrants, limiting their liquidity.
• The zero cash exercise price option for Series B Warrants means the company will likely not receive any additional funds upon their exercise.

Risks

• The dual-class share structure concentrates voting control with Mr. Huajian Xu, our Chairman and CEO, who will hold approximately 55.42% of the total voting power post-offering, potentially misaligning his interests with other shareholders.
• The dual-class structure of Ordinary Shares may adversely affect the trading market for Class A Ordinary Shares.
• As a controlled company, LOBO Technologies may rely on exemptions from certain Nasdaq corporate governance requirements, which could adversely affect public shareholders.
• The sale of up to 4,000,000 units (including shares and warrants) and the potential issuance of up to 20,000,000 Class A Ordinary Shares from Series B Warrants (via zero cash exercise) could cause significant dilution to existing shareholders and depress the market price.
• The offering may cause the Class A Ordinary Share price to decline and fall below the NASDAQ minimum bid price requirement of $1.00, potentially leading to delisting.
• Management has broad discretion in the use of net proceeds from this offering and may not use them effectively.
• Substantially all operations are conducted in China, subjecting the company to significant oversight and discretion by the Chinese government, which may intervene in or influence operations at any time, potentially resulting in a material change in operations and/or the value of Class A Ordinary Shares.
• Recent regulatory developments in China, including the Overseas Listing Regulations and potential cybersecurity reviews, may subject the company to additional compliance requirements or restrict its ability to offer securities and raise capital overseas.
• Securities may be prohibited from trading if the company's auditor cannot be fully inspected by the PCAOB for two consecutive years, despite the current auditor being U.S.-based and subject to inspection.
• As a holding company, LOBO Technologies relies on dividends and other distributions from its PRC subsidiaries for cash and financing, and PRC regulations may restrict their ability to pay dividends.
• There is no established trading market for the Units, Pre-Funded Units, Series A Warrants, Series B Warrants, or Pre-Funded Warrants, which will limit their liquidity.
• The zero cash exercise price option of the Series B Warrants means the company will likely not receive any additional funds upon their exercise.
• Intensifying competition from major industry players who have raised sufficient funds to increase manufacturing capacity, sales channel development, and talent recruitment.
• Failure to effectively implement a cost leadership strategy may lead to loss of market channels and financial losses.
• Failure to provide appropriate differentiated products may result in loss of users and market share.
• Inability to attract, retain, and motivate talented and experienced employees who share the company's vision and passion.

Future Outlook

The company aims to become a 'hidden champion' in the field of intelligent urban tricycles and e-carts within the next decade. This goal will be achieved by continuously innovating and launching new products, attaching importance to customer relationship management, diversifying and increasing marketing methods, and strengthening cost control. The net proceeds from this offering are intended to fund development programs, working capital, and other general corporate purposes.

Management Comments

• "Based on our managements internal assessment, we believe we are not directly subject to these regulatory actions or statements, as we have not implemented any monopolistic behavior and our business does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry."
• "The Company and its Subsidiaries believe that their relationships with their employees are good."

Industry Context

China is a major global manufacturer and consumer of two-wheeled, three-wheeled, and off-highway four-wheeled electric vehicles. The new energy vehicles industry, both in China and globally, is large and growing steadily, attracting significant investment and new technologies. Competition within the industry is intensifying. While the market for two-wheeled electric vehicles in China shows signs of slowing, the global market, particularly in Europe, the U.S., Southeast Asia, and Africa, continues to expand. Demand for leisure three-wheeled electric vehicles in China is growing, and the off-highway four-wheeled electric shuttles market, including elderly e-scooters, is also experiencing growth, with the elderly segment expected to contribute increasingly to sales revenue.

Comparison to Industry Standards

• The filing states that the new energy vehicles industry globally is large and growing steadily, attracting investment, and competition is intensifying, but does not provide specific comparisons to global benchmarks or comparable companies/projects.

Corporate Governance

Related Party Transactions

• Mr. Huajian Xu, the Chief Executive Officer, is the 90% shareholder of Wealthford Capital Ltd., which directly holds 3,090,320 Class B Ordinary Shares. This represents approximately 74.00% of the voting rights in the company prior to the offering and approximately 55.42% after the offering.

Stakeholder Impact

• Shareholders face potential for significant dilution from the offering and warrant exercises. The concentrated voting power with the CEO may limit the influence of other shareholders. Reduced protections due to foreign private issuer and controlled company status, along with the risk of delisting, could negatively impact liquidity and share value.
• Employees are impacted by the company's stated challenge in attracting, retaining, and motivating talented and experienced personnel.
• Customers are targeted by the company's mission to provide safer, smarter, and affordable e-bicycles, e-tricycles, and e-carts, indicating a focus on product innovation and value.
• Creditors may see an improved financial position for the company due to the capital raise, enhancing its ability to meet existing obligations, including a long-term loan of $168,718 as of June 30, 2025.

Next Steps

• Complete the public offering of units and warrants.
• Utilize the net proceeds from the offering to fund development programs, working capital, and other general corporate purposes.
• Continue to innovate and launch new products.
• Attach importance to customer relationship management.
• Diversify and increase marketing methods.
• Strengthen cost control.
• Maintain the listing or quotation of the Shares and Warrant Shares on each Trading Market.
• Apply to list or quote all Shares and Warrant Shares on such Trading Markets and promptly secure their listing.
• Comply in all material respects with the company's reporting, filing, and other obligations under the bylaws or rules of the Trading Market.
• Maintain the eligibility of the Ordinary Shares for electronic transfer through the Depository Trust Company or another established clearing corporation.

Key Dates

Recommendation

The company is undertaking a significant capital raise to fuel its growth strategies in the expanding electric vehicle market, which is a positive for its long-term development. However, the offering introduces substantial dilution risk, particularly with the Series B Warrants' zero-cash exercise option, which will not generate additional funds for the company. Furthermore, the concentrated voting power with the CEO and the inherent regulatory and operational risks of being a China-based foreign private issuer, coupled with potential delisting concerns, create considerable uncertainty. While the company has competitive strengths, these risks suggest a cautious approach, making a 'hold' recommendation appropriate for investors to monitor execution and risk mitigation.

Keywords

LOBO Technologies, Public Offering, Electric Vehicles, Warrants, Class A Ordinary Shares, Pre-Funded Warrants, Series A Warrants, Series B Warrants, China, NASDAQ, Dilution, Corporate Governance, Risk Factors, New Energy Vehicles, e-bicycles, e-mopeds, e-tricycles, e-carts, Controlled Company, Foreign Private Issuer, CSRC, PCAOB, SEC Filing, F-1