S-1/A: International Land Alliance Files Amendment No. 1 to Form S-1 for Proposed Public Offering

International Land Alliance, Inc. has filed an amendment to its Form S-1 registration statement for a proposed public offering of its common stock, aiming for a Nasdaq Capital Market listing.

Summary

• International Land Alliance, Inc. filed Amendment No. 1 to its Form S-1 registration statement with the SEC on January 7, 2025.
• The company is planning a public offering of its common stock and has applied to list its common stock on the Nasdaq Capital Market under the symbol ILAL.
• The offering's success is contingent upon Nasdaq listing approval.
• The company's common stock is currently quoted on the OTCQB under the symbol ILAL.
• The company intends to use the net proceeds from this offering for general corporate purposes.
• The company plans to complete a reverse stock split at a ratio of not less than 1 for 2 and not more than 1 for ___, to meet Nasdaq's minimum stock price requirement.
• The company has granted the underwriters a 45-day option to purchase up to _____ additional shares of common stock, representing 15% of the offering.
• The underwriters will also receive warrants to purchase shares equal to 4% of the offering, exercisable for seven years at 110% of the offering price.
• The company's principal activities involve residential land development in Baja California Norte, Mexico, and Southern California.
• The company's projects include Oasis Park Resort, Valle Divino, Plaza Bajamar Resort, Emerald Grove Estates, and Rancho Costa Verde.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While the company is pursuing a Nasdaq listing and has a diverse portfolio, it also faces financial challenges, including a history of net losses and reliance on raising additional capital. The contingent nature of the offering and the risks associated with real estate development contribute to a neutral sentiment.

Positives

• The company is actively pursuing a Nasdaq listing, which could increase visibility and attract institutional investors.
• The company has a diverse portfolio of real estate projects in Baja California and Southern California.
• The company offers financing options to customers, potentially increasing sales.

Negatives

• The offering is contingent upon Nasdaq listing approval, creating uncertainty.
• The company has a history of net losses and an accumulated deficit.
• The company's ability to continue as a going concern is dependent on raising additional capital and generating revenues.
• The company is subject to penny stock regulations, which may limit trading activity.

Risks

• The company's ability to continue as a going concern is uncertain.
• The company may need additional capital, which may not be available on favorable terms.
• The company is subject to risks associated with real estate development, including zoning regulations and environmental concerns.
• The company is subject to risks associated with operating in Mexico, including economic instability and corruption.
• The company is subject to penny stock regulations, which may limit trading activity.
• The company is subject to potential liabilities, including potential rescission rights.

Future Outlook

The company anticipates generating increased revenues over the next twelve months, as it continues to market the sale of plots held for sale at its various projects and generate cash from the sale of house construction at its properties.

Industry Context

The document highlights the company's position within the real estate development industry, particularly in Baja California, Mexico, and Southern California, noting the cyclical nature of the market and the competitive landscape.

Related Party Transactions

• The company has and will continue to enter into agreements with firms owned or controlled by its officers and directors.
• As of September 30, 2024, the Company funded an aggregate amount of $1.4 million for construction on residential lots, projects amenities and towards the acquisition of land to companies controlled by Roberto Valdes.
• Jason Sunstein is also the managing member of Six Twenty Management LLC, an entity that has historically provided ongoing capital support to the Company.
• On October 25, 2019, the Company issued a promissory note to RAS, LLC, a company controlled by an employee, who is a relative of the Companys Chief Financial Officer, Jason Sunstein, for $440,803.
• Lisa Landau is a relative of the Companys Chief Financial Officer, Jason Sunstein. During the year ended December 31, 2023, Lisa Landau advanced $71,000 to the Company for general corporate expenses and paid directly $71,000 towards one of the Diagonal convertible notes.

Stakeholder Impact

• Shareholders will experience immediate and substantial dilution as a result of this offering.
• The company's ability to continue as a going concern is dependent on its success in obtaining additional financing from investors or from the sale of its common shares.
• The company's future results and reputation may be affected by litigation or other liability claims.

Next Steps

• Obtain approval for Nasdaq Capital Market listing.
• Complete the public offering of common stock.
• Execute the reverse stock split.
• Continue marketing and sales efforts for real estate projects.

Key Dates

Keywords

public offering, common stock, Nasdaq, real estate development, Baja California, reverse stock split, underwriting, warrants, Oasis Park Resort, Valle Divino