ROZE AI INC.

F-1 filed

Roze AI Inc. filed an F-1 registration statement, disclosing consolidated financial statements as of December 31, 2025, with substantial doubt about its ability to continue as a going concern due to significant operating losses. The company reported a net loss of $6.03 million in 2025, with accumulated deficits exceeding $16.75 million. The financial statements, audited by TAAD LLP, reflect a reorganization under common control, consolidating Roze AI Korea. Revenue declined in 2025 due to deferred project timelines and macroeconomic challenges in South Korea's construction sector. The company is pursuing large-scale AI-based disaster prevention projects, with plans for phased execution and long-term maintenance contracts.

EFFECT effective

CERT inactive

424B4 priced

18,138,565 shares

Roze AI Inc. reports significant operational losses and substantial doubt about its ability to continue as a going concern, with a net loss of $6.03 million in 2025. The company transitioned to integrated AI-based disaster prevention platforms, increasing average contract sizes but facing delays in large-scale projects due to South Korea's construction market downturn. A reorganization under common control and a shift to a going concern basis for financial statements are noted. The audit highlights liquidity challenges and reliance on project financing.

8-A12B effective

F-1/A amended

ROZE AI INC. reports growth in revenue and AOV from 2021 to 2024, driven by a shift to large-scale projects and high-value AI-based disaster prevention platforms. However, 2025 revenue declined due to deferred project commencements amid South Korea's construction sector downturn. The company outlines strategies to manage risks, including a structured PMO, subcontractor networks, and phased financial management. It highlights a $526 million backlog of 32 projects, with 13 expected to start in 2026, though financing uncertainties and market conditions pose risks.

F-1/A amended

ROZE AI INC. reports revenue growth from $4.65 million in 2021 to $8.23 million in 2024, driven by a shift to large-scale projects and high-value AI-based disaster prevention platforms. 2025 revenue dropped to $2.30 million due to delayed project commencements amid South Korea's construction sector downturn. The company has a $526.77 million backlog of 32 projects, with 13 expected to start in the next 12 months, though financing remains uncertain. The filing outlines a four-stage project execution framework and highlights risks related to project financing, market conditions, and revenue recognition timing.

F-1/A amended

ROZE AI Inc. reports revenue growth from $4.65 million in 2021 to $8.23 million in 2024, driven by a shift to large-scale AI-based disaster prevention platforms. 2025 revenue dropped to $2.30 million due to delayed project commencements amid South Korean construction sector downturns. The company is scaling operations through a dedicated PMO, subcontractor networks, and mobile field management systems. 32 projects worth $526.77 million are in backlog, with 13 expected to start in 12 months, though financing uncertainties persist.

F-1/A amended

ROZE AI Inc. reports growth in revenue and Average Order Value (AOV) from 2021 to 2024, driven by a shift to large-scale projects and high-value solutions. However, 2025 revenue declined due to delayed project commencements amid South Korea's construction sector downturn. The company expects 13 projects valued at $252 million to start in 2026, with a focus on AI-driven disaster prevention platforms. Challenges include macroeconomic uncertainties, project financing dependencies, and construction sector volatility.

F-1/A amended

18,138,565 shares

Roze AI Inc. has updated its capitalization details in the F-1/A filing, reflecting recent financings including the issuance of 7,250,000 common shares to its CEO, $1,055,543 in convertible bonds, and a private placement of 1,125,000 Class C preferred shares. The company highlights a $526M backlog of 32 projects, with 13 expected to generate $252M in revenue within 12 months. The filing also addresses challenges in South Korea's construction sector, noting a 2025 downturn driven by high interest rates and reduced project financing, though recovery is anticipated by 2026. Key financial metrics include a 2025 revenue decline to $2.3M due to delayed project execution, with AOV dropping to $16,754.

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.