F-1/A: Lorenzo Developments Amends F-1 Filing, Updates Fees

Sentiment:

Registration Statement Amendment 19 February 2026 4:52 PM

📋All filings for Lorenzo Developments INC

Lorenzo Developments Inc. filed an amendment to its F-1 registration statement, primarily to update its filing fee table and exhibit index for an upcoming public offering.

Delay expectedThe Registrant has filed a delaying amendment, indicating that the effective date of the registration statement will be delayed until a further amendment is filed or the SEC determines an effective date.

Capital raiseThe filing is an amendment to a registration statement for a proposed public sale of securities.The Filing Fee Table indicates a "Proposed Maximum Aggregate Offering Price" of $43,125,000.00 for common shares.The company has previously issued unregistered common and preferred shares, indicating a history of capital raising activities.

Summary

This is an amendment (Form F-1/A) to the initial registration statement (Form F-1, Registration No. 333-290068) originally filed on September 5, 2025.
The amendment's primary purpose is to file an updated Filing Fee Table (Exhibit 107) and amend and restate the exhibit index.
The amendment explicitly states that it does not modify any provision of the prospectus (Part I) of the Registration Statement.
The company plans a proposed sale to the public as soon as practicable after the effective date of the registration statement.
Indemnification provisions for directors and officers are detailed, noting that Ontario law allows for broad indemnification, but the SEC views indemnification for liabilities under the Securities Act as against public policy and unenforceable.
Recent sales of unregistered securities include 18,000,000 common shares issued on April 15, 2025, for CAD 868,181.00, and 1,200,000 preferred shares issued between November 2022 and February 2023 for CAD 1,200,000, all exempt under Regulation S.
The updated Filing Fee Table indicates newly registered common shares with a proposed maximum aggregate offering price of $5,625,000.00 and previously registered shares with an aggregate offering price of $37,500,000.00, totaling $43,125,000.00 for the offering.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-slightly positive procedural update, as it signifies progress towards a public offering, but offers no new substantive operational or financial information.

Positives

The company is progressing towards a public offering, indicating potential for future capital infusion and increased liquidity.
Indemnification agreements are in place for directors and officers, which can help attract and retain qualified individuals.

Negatives

The SEC views indemnification for liabilities under the Securities Act as against public policy and unenforceable, which could expose directors and officers to personal liability in certain circumstances.
The amendment itself is administrative, not providing new operational or financial performance updates.

Risks

The SEC's stance on indemnification for Securities Act liabilities could deter potential directors or officers or lead to legal challenges.
The success of the proposed public offering is subject to market conditions and regulatory effectiveness.
The company relies on Regulation S for past unregistered securities sales, which carries compliance risks if not properly executed.

Future Outlook

The company anticipates commencing the proposed public sale of securities as soon as practicable after the effective date of this registration statement. It also undertakes to file post-effective amendments to update the prospectus with any material changes, new financial statements, or changes in the plan of distribution.

Management Comments

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 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Industry Context

StockSavvy.ai notes that this administrative amendment is a standard procedural step in the lead-up to a public offering, common for companies seeking to list or raise capital on U.S. exchanges. The update to filing fees and exhibit index indicates the company is actively working through the regulatory process, aligning with typical timelines for an F-1 registration.

Comparison to Industry Standards

This filing is primarily administrative, focusing on regulatory compliance rather than operational or financial performance. Therefore, direct comparisons to industry-specific operational benchmarks or competitor project results are not applicable.
The indemnification provisions and undertakings are standard for companies undergoing SEC registration.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Indemnification Policy	Company bylaws provide for indemnification of directors and officers against costs, charges, expenses, losses, damages, or liabilities incurred in the conduct of business, except for dishonesty, willful default, or fraud. Indemnification agreements are also in place.	NA	Provides protection for management, but the SEC deems indemnification for Securities Act liabilities unenforceable, creating potential legal uncertainty.

Stakeholder Impact

Shareholders: Potential for increased liquidity and market visibility upon completion of the public offering. Existing shareholders may experience dilution from the new share issuance.
Directors and Officers: Benefit from indemnification provisions, though the enforceability for Securities Act liabilities remains a point of contention with the SEC.
Investors in the Public Offering: Will acquire common shares as part of the proposed offering.

Next Steps

The company will proceed with the proposed public sale of securities as soon as practicable after the registration statement becomes effective.
The company undertakes to file post-effective amendments to include any required prospectus updates, reflect fundamental changes, or include material information regarding the plan of distribution.
The company will submit to a court of appropriate jurisdiction the question of indemnification for Securities Act liabilities if a claim is asserted, unless settled by controlling precedent.

Key Dates

Date	Description
2022-11-05	Issuance of 500,000 preferred shares to 8899584 Canada Corp. for CAD 500,000.
2023-01-01	Issuance of 300,000 preferred shares to Shuang He for CAD 300,000.
2023-02-01	Issuance of 200,000 preferred shares to Xianping Wen for CAD 200,000.
2023-02-01	Issuance of 200,000 preferred shares to Xiaoyin Li for CAD 200,000.
2025-04-15	Issuance of 9,900,000 common shares to Sky Pivot Corp. for CAD 100.00.
2025-04-15	Issuance of 3,636,000 common shares to YUYUKPING LIMITED for CAD 367,272.36.
2025-04-15	Issuance of 891,000 common shares to DUO DUO KAI Holding Limited for CAD 89,999.91.
2025-04-15	Issuance of 891,000 common shares to WLWY Holdings Limited for CAD 89,999.91.
2025-04-15	Issuance of 891,000 common shares to FTCNOOB Holdings Limited for CAD 89,999.91.
2025-04-15	Issuance of 891,000 common shares to LJ Progressive Holdings Limited for CAD 89,999.91.
2025-04-15	Issuance of 540,000 common shares to Qian Mu Limited for CAD 54,545.40.
2025-04-15	Issuance of 360,000 common shares to Little woods Capital Limited for CAD 36,363.60.
2025-09-05	Initial filing date of the F-1 Registration Statement (No. 333-290068).
2026-02-19	Filing date of this F-1/A amendment.

Recommendation

hold

This F-1/A filing is primarily an administrative update related to the ongoing registration process for a public offering. It does not contain new material financial or operational information that would warrant a change in investment thesis. Investors should hold pending the full prospectus and details of the actual offering.

Keywords

Lorenzo Developments, F-1/A, SEC filing, Registration Statement, Public Offering, Indemnification, Unregistered Securities, Filing Fees, Equity Offering, Canada

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