1. Investment Snapshot
2. Thesis
3. Valuation & Price Target
4. Business & Product Moat
5. People & Governance
6. Market & Macro
7. Financial Quality
8. Risk Register
9. Prediction Market
10. đť•Ź Posts
Discussion
1. Investment Snapshot
2. Thesis
3. Valuation & Price Target
4. Business & Product Moat
5. People & Governance
6. Market & Macro
7. Financial Quality
8. Risk Register
9. Prediction Market
10. đť•Ź Posts
Discussion
1. Investment Snapshot
2. Valuation
Discussion
Symbol
STNF
Sector
Real Estate
Subsector
Real Estate Management & Development
Offer Range
—
Shares Offered
1.15M
—
Implied Upside vs Midpoint
Description
Santa Ana Global Enterprises, S.A. (“SAGE” or “Santa Ana”) was incorporated on March 22, 2024 as a sociedad anĂłnima under Spanish law. Our main business activity is the planning, management, and development of comprehensive urban and real estate projects in Latin America, based on the concept of sustainable microcities, through subsidiaries, project vehicles, contractual rights and fiduciary or trust-based structures established or to be established in the relevant jurisdictions, with a strong commitment to environmental sustainability. We follow a vertical integration business model through five key listed components: (1) land acquisition, (2) infrastructure construction and real estate development, (3) property maintenance, (4) operation of water energy services and other supplies and (5) management of real estate assets. This comprehensive approach allows us to capture value at each phase of the process, which is designed to capture value across the development lifecycle and, once projects become operational, may allow us to generate additional service-related revenues (such as utilities, amenities and other services). However, we are at an early stage, have not commenced unit sales or pre-sales, and there can be no assurance that any such service-related revenues will be achieved. Our main focus is the construction of primary residences for the growing Latin American middle class. However, we have also identified strong opportunities in the second home market, which has become our complementary focus. This segment will be developed strategically, taking into account the needs of the sector, the specific location of each project, and the market demand in each area, opening the door to tourism and leisure developments. Furthermore, this diversification allows us to seize new opportunities while staying aligned with our primary goal, addressing the two main needs of the Latin American middle class: access to quality housing that meets their needs, and the possibility of acquiring a second home, mainly in vacation destinations. The expansion of the middle class in Latin America has intensified the demand for adequate housing, revealing a persistent and multifaceted housing deficit across the region. According to CAF – Development Bank of Latin America and the Caribbean (CAF - Banco de Desarrollo de AmĂ©rica Latina y el Caribe), the quantitative housing deficit-referring to the shortage of housing units-affects over 23 million people, predominantly in urban areas where housing demand outpaces supply. Simultaneously, the qualitative housing deficit, which encompasses dwellings with inadequate construction materials, lack of access to essential services, or location in high-risk zones, impacts more than 46 million individuals. While the core strategy remains centered on serving the middle class, we recognize that each country, and each region within those countries, presents unique characteristics and value drivers. For this reason, we conduct in-depth analyses to understand and evaluate the most effective value proposition in each case. This localized approach ensures that every project – whether a primary residence or a second home-maximizes its potential and aligns with both market demand and strategic company goals. We currently have five development projects under various stages of pre-development across four Latin American jurisdictions: the Lipangue Project in Chile, the Laguna Grande Project in Colombia, the Panama Norte Project in Panama, and the QuirazĂş Project and the Esencia Project in Costa Rica. As of the date of this prospectus, our portfolio, including projects over which we hold contractual rights or binding term-sheet rights subject to conditions precedent, covers approximately 29.0 million square feet, or approximately 2.69 million square meters, of land. Our projects are located in strategic areas for urban development in or near Santiago de Chile, Cartagena de Indias, Panama City, the Greater Metropolitan Area of San JosĂ© and Liberia, Guanacaste. Our Costa Rican projects are governed by term sheets containing binding obligations and remain subject to the execution of definitive transaction documents, the constitution of Costa Rican real estate development trusts, satisfaction of conditions precedent and the incorporation of one or more Costa Rican special-purpose vehicles. As of the date of this prospectus, no land has been contributed to either Costa Rican development trust, no construction permits have been obtained for either Costa Rican project, no pre-sales have commenced and no definitive pricing has been established. We do not include projections of future revenues in this prospectus. We currently hold, or expect to hold, our interests in these projects through a combination of country-specific subsidiaries, contractual rights to acquire ownership and/or development rights over the relevant land parcels, and fiduciary or trust structures. Our interests in Chile, Colombia and Panama are held through country-specific subsidiaries or project vehicles. Our interests in the QuirazĂş Project and the Esencia Project are currently held directly by Santa Ana Global Enterprises, S.A. under term sheets containing binding obligations and are expected to be assigned to one or more Costa Rican special-purpose vehicles to be incorporated prior to execution of the definitive transaction documents. The key terms of these arrangements include, among others, applicable conditions precedent, payment mechanics tied to project milestones and/or transfers, exclusivity provisions, assignment rights, and customary termination provisions. The material agreements that relate to these rights and trust arrangements are the material agreements for the acquisition of land parcels for the Lipangue and Panamá Norte projects, the trust agreement in connection with the development of the Laguna Grande project, and the term sheets containing binding obligations entered into in connection with the QuirazĂş Project and the Esencia Project in Costa Rica: ● We entered into a mandatory memorandum of understanding (as amended) for the Chile (Lipangue) project in Lampa (Santiago Metropolitan Region), which provides a disciplined, milestone-based framework to secure acquisition and/or development rights over the site, subject to customary conditions (including legal and technical due diligence and required steps within the ongoing liquidation/partition process affecting the current landholder), and the parties have extended the initial phase through March 31, 2027 while we progress toward definitive documentation and project execution readiness. ● On July 3, 2024, we signed a letter of intent through our subsidiary SAGE Panamá and, subsequently, on November 29, 2024, entered into a promissory sale and purchase agreement in connection with the development of the “Panamá Norte” project, located north of Panama City, approximately 20 kilometers from the city center and approximately 12 kilometers from Tocumen International Airport, within the District of San Miguelito, Province of Panama. Under the applicable land acquisition arrangements, SAGE Panamá (or a subsidiary thereof) is expected to acquire legal ownership of five land parcels for an aggregate fixed purchase price of €5.354 million ($5.842 million), payable in instalments corresponding to the relevant parcels and the agreed transfer process. Title to each parcel is expected to transfer upon execution of the relevant public deed and registration in the Public Registry of Panama. Instalment funds are expected to be administered through a trust or escrow structure pending transfer and registration of the relevant parcels. On July 29, 2026, SAGE Panamá and the seller entered into Amendment No. 2 to the promissory sale and purchase agreement after the Third Payment and Fourth Payment had not been made on their previously scheduled dates. Amendment No. 2 revised the payment schedule, provided for default interest at a rate of 8% per annum and a 5% penalty if the revised Third Payment was not made by August 15, 2026, and requires SAGE Panamá to procure a pledge over a sufficient number of ordinary shares of Santa Ana Global Enterprises, S.A. to secure its payment obligations. Following subsequent payments and discussions, SAGE Panamá and the seller reached an oral understanding to defer the outstanding payments until after completion of this offering. This understanding has not been documented in a further written amendment. No share pledge has been constituted. ● For the “Laguna Grande” project, the entity now named Laguna Grande S.A.S. (then Miraval BarĂş S.A.S. and subsequently acquired by SAGE Colombia Holdings, S.A.S.) entered into a trust agreement in connection with the development of the project, located south of Cartagena de Indias, approximately 30 kilometers from the city center and approximately 35 kilometers from Rafael Núñez International Airport, under the jurisdiction of Isla de BarĂş in the BolĂvar Department. Under this structure, the trustee (Fiduciaria Central S.A., or Fiducentral) holds legal title to the contributed land and administers specified project assets and contractual flows in accordance with the trust agreement, while Laguna Grande S.A.S. acts as the managing settlor and project developer and directs the relevant development activities. In connection with the Laguna Grande trust arrangements, as of December 31, 2025, we recognized a non-current liability to land contributors of €1.013 million ($1.189 million), representing the fair value of the original land contributors’ contractual economic participation rights. ● For the QuirazĂş Project, on April 18, 2026, we entered into a binding term sheet with the QuirazĂş Sellers, as supplemented by a binding Addendum No. 1 dated June 25, 2026. The QuirazĂş Term Sheet, as amended, contains binding obligations relating to exclusivity, confidentiality, good-faith negotiation and due-diligence cooperation, while its economic terms become binding upon satisfactory completion of our due diligence. The Term Sheet provides for the development of the QuirazĂş Project through a Costa Rican real estate development trust to be constituted upon satisfaction of conditions precedent. The QuirazĂş Sellers are expected to contribute the QuirazĂş Properties to the QuirazĂş Development Trust as autonomous patrimony. We will act as developer-settlor, referred to in Costa Rica as fideicomitente desarrollador, and will assume responsibility for planning, financing, marketing and construction of the project, while the Costa Rican fiduciary will hold and administer the trust assets in accordance with the definitive trust agreement. The economic consideration consists of a $1,000,000 fixed advance payment, payable upon obtaining the first construction license and creditable against the variable component, plus 10% of gross sales revenue from completed units. ● For the Esencia Project, on May 25, 2026, we entered into a binding term sheet with the Esencia Sellers. The Esencia Term Sheet provides for the development of the Esencia Project through a Costa Rican real estate development trust to be constituted upon satisfaction of conditions precedent. The Esencia Sellers are expected to contribute the Esencia Properties to the Esencia Development Trust as autonomous patrimony. We will act as the developer-settlor, referred to in Costa Rica as the fideicomitente desarrollador, and will be responsible for planning, financing, marketing and construction of the project, while the Costa Rican fiduciary will hold and administer the trust assets in accordance with the definitive trust agreement. The economic consideration consists of fixed advance payments aggregating $1,750,000, variable consideration based on gross sales revenue, and a minimum guaranteed consideration of $5,000,000 over a six-year period from the constitution of the Esencia Development Trust. As of the date of this prospectus, we have not granted project-level mortgages over the project land; however, our interests are held through contractual acquisition and/or development rights and fiduciary or trust arrangements that may impose contractual restrictions and conditions precedent. Any undisclosed or future encumbrances, disputes, or restrictions could materially limit our ability to acquire, develop or finance the projects. We plan to continue our expansion in Latin America, with the goal of bringing our business model to new markets in the future and creating value for our shareholders. To achieve this, we will focus on forming strategic alliances and identifying opportunities in various market niches that facilitate our entry into new countries. These expansion plans are centered on establishing strong connections with local partners and attracting clients in key sectors, leveraging our experience in vertical integration. --- Santa Ana Global Enterprises, S.A. was incorporated on March 22, 2024 as a sociedad anĂłnima under Spanish law. It is the group holding company whose main activities through its subsidiaries are the planning, management, and development of comprehensive urban and real estate projects in Latin America, based on the concept of sustainable microcities, through subsidiaries established in each country. Our principal executive offices are located at Calle CastellĂł 32, Primero derecha, C.P. 28001 Madrid, Spain, and our telephone number at that address is +34 915 131405. Our website address is www.santaana.global. Our agent for service of process in the United States is Cogency Global Inc., 122 East 42nd Street, 18th Floor, New York, New York 10168.