ROZE AI INC.

F-1 filed

19,202,795 shares · Gross proceeds $0.00

ROZE AI Inc. is registering 19,202,795 common shares for resale via a direct listing on Nasdaq, bypassing a traditional IPO. The filing details a private placement of Class C Preferred Shares convertible into common shares, advisory fees for RBW Capital Partners LLC, and a novel Nasdaq listing process involving a Current Reference Price mechanism. The company emphasizes it will not receive proceeds from shareholder sales and highlights risks related to market volatility and Nasdaq approval.

DRS/A amended

Roze AI Inc. is preparing for a direct listing on Nasdaq, registering up to 14,968,102 common shares for resale by existing shareholders. The filing outlines the company's structure, including its subsidiary in South Korea, and details the role of RBW Capital Partners LLC as financial advisor and placement agent. The company plans to list under the symbol 'ROZE' and faces risks related to market volatility, Nasdaq approval, and shareholder control. A controlled company under Nasdaq rules, the CEO holds significant voting power.

DRS/A amended

Roze AI Inc. is conducting a direct listing on Nasdaq, registering up to 13,789,972 common shares for resale by existing shareholders. The company is a controlled entity under Nasdaq rules, with CEO Young Jin Cho holding 62% of voting power. The filing outlines a phased market entry strategy for Vietnam, details of Class C Preferred Shares convertible into common shares, and the role of RBW Capital Partners as financial advisor and placement agent. The company anticipates trading to commence on Nasdaq in Q1 2026, contingent on regulatory approval.

DRS filed

Roze AI Inc. is registering 13,789,972 common shares for resale by existing shareholders as part of a direct listing on Nasdaq, bypassing a traditional IPO. The offering involves no underwriters, with RBW Capital Partners LLC serving as financial advisor and placement agent. The company also issued 1,064,232 advisory shares to RBW and plans to pay a $250,000 cash fee upon successful listing. Additionally, Class C Preferred Shares are being privately placed, convertible into common shares at a variable price. The filing highlights risks related to Nasdaq listing approval, market volatility, and the company's controlled ownership structure.