As
filed with the U.S. Securities and Exchange Commission on March 12, 2026.
Registration
No. 333-292027
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 2
FORM
F-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
LOBO
TECHNOLOGIES LTD.
萝贝科技有限公司
(Exact
Name of Registrant as Specified in its Charter)
| British
Virgin Islands |
|
3751 |
|
Not
Applicable |
(State
or other jurisdiction of
incorporation or organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification No.) |
Gemini
Mansion B 901, i Park, No. 18-17 Zhenze Rd
Xinwu
District, Wuxi, Jiangsu
People’s
Republic of China, 214111
+86
510 88584252
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi
& Associates
850
Library Avenue, Suite 204
Newark,
Delaware 19711
+1
302-738-6680
(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:
Copies
to:
| Lawrence
S. Venick, Esq. |
Darrin
Ocasio, Esq. |
| Loeb
& Loeb LLP |
Benjamin
E. Sklar, Esq. |
| 10100
Santa Monica Boulevard |
Sichenzia
Ross Ference Carmel LLP |
| Suite
2200 |
1185
Avenue of the Americas |
| Los
Angeles, CA 90067 |
New
York, NY 10036 |
| Telephone:
+1 310-728-5129 |
Telephone:
+1 (212) 930-9700 |
| Facsimile:
+852-3923-1100 |
Facsimile:
+1 (212) 930-9725 |
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. ☐
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
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
This
Amendment No. 2 to the Registration Statement on Form F-1 (File No. 333-292027) is filed solely to amend Item 6 of Part II thereof and
to file certain exhibit thereto. This Amendment No. 2 does not modify any provision of the preliminary prospectus contained in Part I.
Accordingly, the preliminary prospectus has been omitted.
Part
II — Information Not Required in the Prospectus
Item
6. Indemnification of Directors and Officers.
BVI
law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors,
except to the extent any such provision may be held by the BVI courts to be contrary to public policy, such as to provide indemnification
against civil fraud or the consequences of committing a crime.
Under
our Memorandum and Articles of Association, we may indemnify against all expenses, including legal fees, and against all judgments, fines
and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings for any
person who:
| |
● |
is
or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal,
administrative or investigative, by reason of the fact that the person is or was our director; or |
| |
|
|
| |
● |
is
or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate
or a partnership, joint venture, trust or other enterprise. |
These
indemnities only apply if the person acted honestly and in good faith with a view to our best interests and, in the case of criminal
proceedings, the person had no reasonable cause to believe that his conduct was unlawful.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended (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.
In
September 2023, our initial shareholders approved a reorganization of our Ordinary Shares by way of a sub-division and subsequent surrender
of certain of our Ordinary Shares such that the authorized share of the company has been increased to 50,000,000 Ordinary Shares of $0.001
par value each. In September 2023, the Company issued additional 700,000 Ordinary Shares to our shareholders on a pro-rata basis, resulting
in an aggregate of 6,400,000 Ordinary Shares outstanding.
The
foregoing issuances were exempt from registration under the Securities Act since they were transactions not involving a public offering.
No underwriters were involved in these issuances of Ordinary Shares.
On
December 10, 2024, the Company entered into the Securities Purchase Agreement with the Investor pursuant to which the Company shall issue
the Investor the Convertible Note, at the purchase price of $1,500,000, in the original principal amount of $1,635,000.00 convertible
into Ordinary Share. In addition, pursuant to the Securities Purchase Agreement, the Company shall issue 850,000 Pre-delivery Shares
at par value $0.001 per share to the Investor. The Note bears a simple interest at a rate of 7% per annum. All outstanding principal
and accrued interest on the Note will become due and payable twelve months after the purchase price of the Convertible Note is delivered
by the Investor to the Company (the “Purchase Price Date”) The Convertible Note includes an original issue discount of $120,000.00
along with $15,000.00 for investor’s fees, costs and other transaction expenses incurred in connection with the purchase and sale
of the Convertible Note. The Company may prepay all or a portion of the Convertible Note at any time by paying 110% of the outstanding
balance elected for pre-payment. Under the Securities Purchase Agreement, while the Convertible Note is outstanding, the Company agreed
to keep adequate public information available and maintain its Nasdaq listing. Upon the occurrence of a Trigger Event (as defined in
the Convertible Note), the Investor shall have the right to increase the balance of the Convertible Note by 15% for Major Trigger Event
(as defined in the Note) and 10% for Minor Trigger Event (as defined in the Note). In addition, the Convertible Note provides that upon
occurrence of an Event of Default, the interest rate shall accrue on the outstanding balance at the rate equal to the lesser of 18% per
annum or the maximum rate permitted under applicable law. Upon repayment of the Convertible Note by Company in full, the Investor shall
within fifteen (15) Trading Days deliver to Company 850,000 Ordinary Shares (equal to the number of the Pre-delivery Shares) at $0.001
each Ordinary Share. The Convertible Note contains a floor price of $1.00 for the possible future conversions into Ordinary Shares. In
the event a conversion notice is delivered where the conversion price is less than the floor price, the Investor shall have the right
to elect to have the applicable conversion amount paid in cash rather than Ordinary Shares.
Other
than disclosed herein, we did not issue any securities in the past three years.
Item
8. Exhibits.
(a)
Exhibits
See
Exhibit Index of this registration statement:
EXHIBIT
INDEX
| Exhibit
No. |
|
Description
of document |
| 3.1* |
|
Memorandum
and Articles of Association (incorporated by reference to Exhibit 3.1 filed with registration statement F-1 of the Company (File
No.: 333-270499) with the SEC on March 6, 2024) |
| 3.2* |
|
Second
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with Form 6-K of the
Company (File No.: 333-270499) with the SEC on March 25, 2024) |
| 3.3* |
|
Third
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with Form 6-K of the
Company (File No.: 001-41981) with the SEC on August 8, 2025) |
| 3.4* |
|
Fourth
Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 filed with Form 6-K of the
Company (File No.: 001-41981) with the SEC on December 9, 2025) |
| 4.1* |
|
Form
of Pre-Funded Warrant |
| 4.2* |
|
Form
of Series A Warrant |
| 4.3* |
|
Form
of Series B Warrant |
| 5.1* |
|
Opinion of Ogier regarding the validity of Ordinary Shares being registered |
| 5.2* |
|
Opinion
of Loeb & Loeb LLP regarding the validity of Series A Warrants, Series B Warrants and Pre-Funded Warrants being registered |
| 10.1* |
|
Translation
of House Lease Contract dated January 5, 2022 entered by and between Guangzhou New Technology Institute and Guangzhou LOBO (incorporated
by reference to Exhibit 10.2 filed with registration statement F-1 of the Company (File No.: 333-270499) with the SEC on March 6,
2024) |
| 10.2* |
|
Translation
of Leasing Contract entered by Tianjin Junli Electric Vehicle Co., Ltd. and Beijing LOBO (incorporated by reference to Exhibit 10.3
filed with registration statement F-1 of the Company (File No.: 333-270499) with the SEC on March 6, 2024) |
| 10.3* |
|
Translation
of House Lease Contract entered by Beijing Chuangfu Spring Business Service Co., Ltd. and Beijing LOBO (incorporated by reference
to Exhibit 10.4 filed with registration statement F-1 of the Company (File No.: 333-270499) with the SEC on March 6, 2024) |
| 10.4* |
|
Translation
of Office Building Lease Contact dated March 30, 2022, entered by Tianjin Youdatong Operation Management Co., Ltd and Tianjin Bibosch
(incorporated by reference to Exhibit 10.5 filed with registration statement F-1 of the Company (File No.: 333-270499) with the SEC
on March 6, 2024) |
| 10.5* |
|
Translation
of Plant Lease Contract dated December 20, 2021 entered by Tianjin Youdatong Operation Management Co., Ltd. and Tianjin Bibosch (incorporated
by reference to Exhibit 10.6 filed with registration statement F-1 of the Company (File No.: 333-270499) with the SEC on March 6,
2024) |
| 10.6* |
|
Translation
of Office Building Lease Contract entered by Tianjin Youdatong Operation Management Co., Ltd. and Tianjin LOBO (incorporated by reference
to Exhibit 10.7 filed with registration statement F-1 of the Company (File No.: 333-270499) with the SEC on March 6, 2024) |
| 10.7* |
|
Translation
of Lease Contact entered by Wuxi Software Industry Development Co., Ltd. and Jiangsu LOBO (incorporated by reference to Exhibit 10.8
filed with registration statement F-1 of the Company (File No.: 333-270499) with the SEC on March 6, 2024) |
| 10.8* |
|
Translation
of House Lease Contact entered by Sichuan Yuanxing Rubber Co., Ltd. and Wuxi Jinbang (incorporated by reference to Exhibit 10.9 filed
with registration statement F-1 of the Company (File No.: 333-270499) with the SEC on March 6, 2024) |
| 10.9* |
|
Translation
of Plant Lease Agreement entered by Tianjin Golden Wheel Bicycle (Group) Co., Ltd. and Beijing LOBO dated June 24, 2023. (incorporated
by reference to Exhibit 10.12 filed with registration statement F-1 of the Company (File No.: 333-270499) with the SEC on March 6,
2024) |
| 10.10* |
|
Translation
of Shares Transfer Agreement dated December 12, 2021 (incorporated by reference to Exhibit 10.13 filed with registration statement
F-1 of the Company (File No.: 333-270499) with the SEC on March 6, 2024) |
| 10.11* |
|
Translation
of Supplement Agreement to the Shares Transfer Agreement dated March 18, 2023 (incorporated by reference to Exhibit 10.14 filed with
registration statement F-1 of the Company (File No.: 333-270499) with the SEC on March 6, 2024) |
| 10.12* |
|
Securities
Purchase Agreement dated December 10, 2024 (incorporated by reference to Exhibit 99.1 filed with Form 6-K of the Company (File No.:
333-270499) with the SEC on December 16, 2024) |
| 10.13* |
|
Convertible
Promissory Note dated December 13, 2024 (incorporated by reference to Exhibit 99.2 filed with Form 6-K of the Company (File No.:
333-270499) with the SEC on December 16, 2024) |
| 10.14* |
|
Form
of Securities Purchase Agreement |
| 21.1* |
|
List
of Subsidiaries |
| 23.1** |
|
Consent of HTL International, LLC |
| 23.2** |
|
Consent of TPS Thayer, LLC |
| 23.3* |
|
Consent of Ogier (included in Exhibit 5.1) |
| 24.1 |
|
Power of Attorney (included in signature page hereto) |
| 99.1* |
|
Code
of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 filed with registration statement F-1 of the Company (File
No.: 333-270499) with the SEC on March 6, 2024) |
| 99.2* |
|
Consent
of Beijing Bo Yan Zhishang Information Advise Co., Ltd. (incorporated by reference to Exhibit 99.6 filed with registration statement
F-1 of the Company (File No.: 333-270499) with the SEC on March 6, 2024) |
| 107* |
|
Filing
Fee Table |
*
Previously filed
**
Filed herewith
***
To be filed by amendment
The
agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable
agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and
(i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties
if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other
party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality”
that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the
applicable agreement or such other date or dates as may be specified in the agreement.
We
acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional
specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration
statement not misleading.
(b)
Financial Statement Schedules
Schedules
have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial
Statements or the Notes thereto.
ITEM
9. UNDERTAKINGS.
(1)
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;
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 SEC 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;
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.
(2)
That, for the purpose of determining any liability under the Securities Act, 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;
(3)
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.
(4)
To file a post-effective amendment to the registration statement to include any financial statements required by “Item 8.A. of
Form 20-F” at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a
post-effective amendment, financial statements required pursuant to this paragraph (4) and other information necessary to ensure that
all other information in the prospectus is at least as current as the date of those financial statements.
(5)
That, 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.
(6)
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.
(7)
That, for the purpose of determining liability under the Securities Act to any purchaser:
Each
prospectus filed by the registrant 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.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, 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 the Wuxi, China, on March 12, 2026.
| |
LOBO
Technologies Ltd. |
| |
|
| |
By:
|
/s/
Huajian Xu |
| |
Name:
|
Huajian
Xu |
| |
Title:
|
Chief
Executive Officer and Director |
POWER
OF ATTORNEY
KNOW
ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Huajian Xu, his true and lawful
agent, proxy and attorney-in-fact, with full power of substitution and resubstitution, for and in his or name, place and stead, in any
and all capacities, to (1) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective
amendments) to this Registration Statement together with all schedules and exhibits thereto and any subsequent registration statement
filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, together with all schedules and exhibits thereto, (2) act
on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith,
(3) act on and file any supplement to any prospectus included in this Registration Statement or any such amendment or any subsequent
registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and (4) take any and all actions which
may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving,
ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done
by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Huajian Xu |
|
Chief
Executive Officer and Director |
|
March
12, 2026 |
| Huajian
Xu |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Yiwei Xu |
|
Chief
Financial Officer |
|
March
12, 2026 |
| Yiwei
Xu |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Huiyan Xie |
|
Chief
Operating Officer |
|
March
12, 2026 |
| Huiyan
Xie |
|
|
|
|
| |
|
|
|
|
| /s/
Zhaohui Randall Xu |
|
Independent
Director |
|
March
12, 2026 |
| Zhaohui
Randall Xu |
|
|
|
|
| |
|
|
|
|
| /s/
Yan Lu |
|
Independent
Director |
|
March
12, 2026 |
| Yan
Lu |
|
|
|
|
| |
|
|
|
|
| /s/
Harry D. Schulman |
|
Independent
Director |
|
March
12, 2026 |
| Harry
D. Schulman |
|
|
|
|
Authorized
U.S. Representative
Pursuant
to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of LOBO Technologies
Ltd., has signed this registration statement in Newark, Delaware, on March 12, 2026.
| |
Authorized
U.S. Representative
Puglisi
& Associates |
| |
|
| |
By:
|
/s/
Donald J. Puglisi |
| |
Name:
|
Donald
J. Puglisi |
| |
Title:
|
Managing
Director |
