萝贝美股招股说明书(2026-03-25版)

3,921,567 UnitsEach Unit Consisting of One Class A Ordinary ShareOne Series A Warrant to Purchase One Class A Ordinary ShareAnd One Series B Warrant to Purchase One Class A Ordinary Share or 3,921,567 Pre-Funded UnitsEach Pre-Funded Unit Consisting of One Pre-Funded Warrant to Purchase One Class A Ordinary ShareOne Series A Warrant to Purchase One Class A Ordinary ShareAnd One Series B Warrant to Purchase One Class A Ordinary Share Up to 3,921,567 Class A Ordinary Shares Underlying the Pre-Funded WarrantsUp to 3,921,567 Class A Ordinary Shares Underlying the Series A WarrantsUp to 19,607,835 Class A Ordinary Shares Underlying the Series B Warrants (which contain a “zero cash exercise price” option) This prospectus relates to a best efforts public offering of 3,921,567 units, or Units, of LOBO Technologies Ltd., (the “Company”, “we”, “us”and “our”), each Unit consisting of (i) one Class A Ordinary Share, (ii) one Series A warrant, or Series A Warrant, to purchase one Class AOrdinary Share, and (iii) one Series B warrant, or Series B Warrant, to purchase one Class A Ordinary Share, or otherwise acquire such greaternumber of Class A Ordinary Shares as determined in accordance with the provisions of the Series B Warrant upon a “zero cash exercise price”option (as discussed below), at combined public offering price of $0.51 per Unit. Each Series A Warrant will be immediately exercisable at an exercise price of $0.561, 110% of the public offering price of each Unit in thisoffering, and will expire two years after the issuance date. The Series A Warrants also contain certain anti-dilution protections, certainmechanisms for cashless exercise as further described herein. Each Series B Warrant will be immediately exercisable at an exercise price of $0.561, 110% of the public offering price of each Unit in thisoffering, and will expire two years after the issuance date. The Series B Warrants also contain certain anti-dilution protections, certainmechanisms for cashless exercise and contain a zero cash exercise price option, as well as certain reset provisions of the exercise price and thenumber of Class A Ordinary Shares, as further described herein. Under the “zero cash exercise price” option of the Series B Warrants, a holder of the Series B Warrant has the right to receive, without paymentof any additional cash to the Company, an aggregate number of Class A Ordinary Share equal to the product of (x) the aggregate number ofClass A Ordinary Share that would be issuable upon a cash exercise of the Series B Warrant and (y) five (5). Accordingly, we believe it ishighly unlikely that a holder of the Series B Warrants would pay an exercise price in cash to receive one Class A Ordinary Share when theholder could instead choose the zero cash exercise price option and pay no cash to receive up to five (5) Class A Ordinary Shares. As a result,we will likely not receive any additional funds and do not expect to receive any additional funds upon the exercise of the Series B Warrants. Please see the section of this prospectus entitled “Description of the Securities we are Offering” for further information. We are also offering the opportunity to purchase, if the purchaser so chooses in lieu of Units, 3,921,567 pre-funded units, or the Pre-FundedUnits, to purchasers whose purchase of Units in this offering would otherwise result in the purchaser, together with its affiliates, beneficiallyowning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Class A Ordinary Share immediately following theconsummation of this offering. Each Pre-Funded Unit consists of (i) one pre-funded warrant exercisable for one Class A Ordinary Share, or aPre-Funded Warrant, (ii) one Series A Warrant, and (iii) one Series B Warrant. Subject to limited exceptions, a holder of Pre-Funded Warrantswill not have the right to exercise any portion of its Pre-Funded Warrants if the holder, together with its affiliates, would beneficially own inexcess of 4.99% (or, at the election of the holder, up to 9.99%) of the number of Class A Ordinary Shares outstanding immediately after givingeffect to such exercise. The purchase price of each Pre-Funded Unit will be equal to the price per Unit being sold to the public in this offering,minus $0.001, and the exercise price of each Pre-Funded Warrant included in the Pre-Funded Unit will be $0.001 per Class A Ordinary Share.The Pre-Funded Warrants will be immediately exercisable (subject to the beneficial ownership cap) and may be exercised at any time until allof the Pre-Funded Warrants are exercised in full. We are registering up to 27,450,969 Class A Ordinary Shares under this prospectus, including 19,607,835 Class A Ordinary Shares issuable ifthe holders of the Series B Warrants elect the zerocashexercise price option. As of the date of this prospectus, there were 8,838,194 Class AOrdinary Shares and 3,730,320 Class B Ordinary Shares outstanding. If all of the Class A Ordinary Shares