As filed with the U.S. Securities and Exchange Commission on September 16, 2025

Registration Statement No. 333-284322

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 6

TO

FORM F-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Agroz Inc.

(Exact name of Registrant as specified in its charter)

No. 2, Lorong Teknologi 3/4A, Taman Sains Selangor, Kota Damansara,

47810 Petaling Jaya, Selangor, Malaysia

+60 18-218 2300

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas
31st Floor, New York, NY 10036
Telephone: (212) 930-9700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act:

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards^† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

EXPLANATORY NOTE

This Amendment No. 6 (this “Amendment”) to its Registration Statement on Form F-1 (Registration No. 333-284322) (the “Registration Statement”), as amended, of Agroz Inc., originally filed on January 16, 2025, is being filed as an exhibit-only filing to file: (i) the updated legal opinion of Carey Olsen Limited regarding the validity of the Ordinary Shares, previously filed as Exhibit 5.1 (“Cayman Opinion”); (ii) the updated legal opinion of Sichenzia Ross Ference Carmel LLP regarding the enforcement of the Representative’s Warrant (“U.S. Opinion”), previously filed as Exhibit 5.2; and (iii) the updated consent of Marcum Asia CPAs LLP, an independent registered public accounting firm, previously filed as Exhibit 23.1 (“Auditor’s Consent”). Accordingly, this Amendment consists only of the facing page, this Explanatory Note, Item 8 of Part II of the Registration Statement, the signature page to the Registration Statement, and the updated Cayman Opinion, the updated U.S. Opinion, and the updated Auditor’s Consent. This Amendment does not modify any content of the prospectus contained in Part I or the balance of Part II of the Registration Statement, which are hereby omitted. 

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Exhibits and Financial Statement Schedules

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Klang, Malaysia, on September 16, 2025.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

ATTACHMENTS / EXHIBITS

OPINION OF CAREY OLSEN CAYMAN LIMITED REGARDING THE VALIDITY OF THE ORDINARY SHARES BEING REGISTERED

OPINION OF SICHENZIA ROSS FERENCE CARMEL LLP REGARDING THE ENFORCEABILITY OF THE REPRESENTATIVE'S WARRANT

CONSENT OF MARCUM ASIA CPAS LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM