As filed with the Securities and Exchange Commission on May 8, 2026

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

ROZE AI INC.
(Exact name of Registrant as specified in its charter)

Rm B-1710, 14 Sagimakgol-ro 45beon-gil
Jungwon-gu, Seongnam-si, Gyeonggi-do,
Republic of Korea
82-31-736-5308
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cogency Global Inc.
122 East 42^nd Street, 18^th Floor
New York, NY 10168
(800) 221-0102
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ross D. Carmel, Esq.

Jeff Cahlon, Esq.

Sichenzia Ross Ference Carmel LLP

1185 Avenue of the Americas

New York NY 10035

(212) 930-9700

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

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 of 1933, 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 of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with 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 which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, 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.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where such offer or sale is not permitted.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MAY 8, 2026

ROZE AI INC.

19,202,795 Common Shares

This prospectus relates to the registration of the resale of up to 19,202,795 of the common shares, no par value (the “Common Shares”) of Roze AI Inc. by our shareholders identified in this prospectus (the “Registered Shareholders”), including 14,942,795 outstanding common shares, and 4,260,000 common shares issuable upon exercise of warrants, in connection with our direct listing (the “Direct Listing”) on the Nasdaq Capital Market (“Nasdaq”). Unlike an initial public offering, the resale by the Registered Shareholders is not being underwritten on a firm-commitment basis by any investment bank. The Registered Shareholders may, or may not, elect to sell their Common Shares covered by this prospectus, as and to the extent they may determine. The Registered Shareholders may offer, sell or distribute all or a portion of the Common Shares hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. If the Registered Shareholders choose to sell their Common Shares, we will not receive any proceeds from the sale of Common Shares by the Registered Shareholders. We have engaged RBW Capital Partners LLC (securities and brokerage services offered through Dawson James Securities, Inc.) as our financial advisor (the “Advisor” ), to advise and assist us with respect to certain matters relating to the Direct Listing.

As used in this prospectus and unless otherwise indicated, the terms “we,” “us,” “our,” “Roze AI,” or the “Company” refer to Roze AI Inc., a British Columbia, Canada corporation, and its wholly-owned subsidiary, Roze AI Korea Co., Ltd., a South Korea corporation, and are used to encompass all of the business and operations of Roze AI Inc., including its subsidiary.

In connection with the Direct Listing, we issued to the Advisor 1,064,230 Common Shares (“Advisory Stock”) (see “Corporate History and Structure”). Such shares are registered under this prospectus and the Advisor is a Registered Shareholder. In addition, upon a successful direct listing, we will pay the Advisor a one-time cash advisory fee of $250,000.

We have also engaged the Advisor as a placement agent, all securities offered through Dawson James Securities, Inc., for the sale of our Class C Preferred Shares to accredited investors in a private placement at a price of $8.00 per share, such issuance to occur prior to the date of this prospectus. We will pay the Advisor a placement fee equal to 3.5% of the gross proceeds from the private placement. We have agreements with investors to sell 875,000 Class C Preferred Shares for gross proceeds of $7,000,000. The Class C Preferred Shares have a stated value of $10.00 per share, and will be convertible into Common Shares in an amount determined by the stated value divided by the conversion price. The conversion price, subject to certain adjustments, will be equal to the lower of (i) $8.00, or (ii) 80% of the average of the closing sale price of the Common Shares for the five consecutive trading days immediately preceding the conversion date or other date of determination (the “Variable Price”), but which Variable Price will not be lower than the floor price of $1.00. The Class C Preferred Shares and underlying Common Shares are not being registered under this registration statement. See “Description of Share Capital” on page 96.

We have agreed to file a resale registration statement with respect to the Common Shares underlying the Class C Preferred Shares within 10 days of our Common Shares being listed on Nasdaq.

No public market for our Common Shares currently exists. Further, the listing of our Common Shares on Nasdaq, without a firm-commitment underwritten offering, is a novel method for commencing public trading in Common Shares and, consequently, the trading volume and price of our Common Shares may be more volatile than if Common Shares were initially listed in connection with an initial public offering underwritten on a firm-commitment basis.

On the day that our Common Shares are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor to perform the functions under Nasdaq Rule 4120(c)(8), must notify

Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that Common Shares are ready to trade, Nasdaq will calculate the Current Reference Price for our Common Shares, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, Nasdaq will conduct a price validation test in accordance with Nasdaq Rule 4120(c)(8). As part of conducting such price validation test, Nasdaq may consult with the Advisor, if the price bands need to be modified, to select the new price bands for purposes of applying such test iteratively until the validation tests yield a price within such bands. Upon completion of such price validation checks, the applicable orders that have been entered will be executed at such price and regular trading of our Common Shares on Nasdaq will commence. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price at which the maximum number of orders to buy or sell can be matched; (ii) if there is more than one price at which the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between orders to buy or sell (i.e. minimizes the number of shares that would remain unmatched at such price); (iii) if more than one price exists under (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) at which our Common Shares will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one price exists under (iii), a price determined by Nasdaq in consultation with the Advisor in its capacity as our financial advisor. In the event that more than one price exists under (iii), the Advisor will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulation provisions of the federal securities laws, including Regulation M, or applicable relief granted thereunder. Neither we nor the Registered Shareholders will be involved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will we or they control or influence the Advisor in carrying out its role as a financial adviser. The Advisor will determine when our Common Shares are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. For more information, see “Plan of Distribution” beginning on page 121 of this prospectus.

We have applied to list our Common Shares on the Nasdaq Capital Market under the symbol “ROZE”. We expect our Common Shares to begin trading on Nasdaq on or about [●], 2026.

If our Nasdaq application is not approved or we otherwise determine that we will not be able to secure the listing of our Common Shares on Nasdaq, we will not complete this Direct Listing. This listing of the Common Shares on Nasdaq is a condition to this Direct Listing. We cannot assure that our Nasdaq application will be approved and that our Common Shares will ever be listed on Nasdaq. If Nasdaq does not approve our listing application, we will not be able to consummate the offering and we will terminate this Direct Listing.

We will be a “controlled company” as defined under the Nasdaq Capital Market Company Guide. Mr. Young Jin Cho owns 8,999,744 Common Shares and 61,000,000 Class A Preferred Shares, representing 60% of the total voting power of our Company. Following the Direct Listing, the completion of the private placement, and issuance of 7,250,000 additional Common Shares to Mr. Cho pursuant to his consulting agreement, Mr. Cho will have 62% of the total voting power of our Company. Mr. Cho will have the ability to control matters requiring shareholder approval, including the election of directors, amendment of organizational documents, and approval of major corporate transactions, such as a change in control, merger, consolidation, or sale of assets. See “Management — Controlled Company Exception”.

We are an “emerging growth company” as defined under the federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and may elect to do so in future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company.”

Investing in the Common Shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 8 to read about factors you should consider before buying the Common Shares.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus dated            , 2026

TABLE OF CONTENTS

You should rely only on the information contained in this prospectus. Neither we nor any of the Registered Shareholders have authorized anyone to provide any information different from, or in addition to, the information contained in this prospectus. Neither we nor any of the Registered Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Registered Shareholders are offering to sell, and seeking offers to buy, their Common Shares only under the circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our Common Shares. Our business, financial condition, results of operations and prospects may have changed since such date.

Through and including [●], 2026 (the 25^th day after the listing date of our Common Shares), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.

About this Prospectus

Neither we, the Registered Shareholders nor the Advisor have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus. Neither we, the Registered Shareholders nor the Advisor take responsibility for, nor provide any assurance about the reliability of, any information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: neither we, the Registered Shareholders, nor the Advisor have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the United States, where action for that purpose is required. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering and the distribution of this prospectus outside the United States.

We are incorporated under the laws of British Columbia, Canada and a majority of our outstanding securities are owned by non-U.S. residents. Under the rules of the SEC, we currently qualify for treatment as a “foreign private issuer.” As a foreign private issuer, we will not be required to file periodic reports and financial statements with the SEC, as frequently or as promptly as domestic registrants whose securities are registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Unless otherwise indicated, all financial information contained in this prospectus is prepared and presented in accordance with international financial reporting standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

Certain amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, amounts, percentages and other figures shown as totals in certain tables or charts may not be the arithmetic aggregation of those that precede them, and amounts and figures expressed as percentages in the text may not total 100% or, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

RISK FACTORS

An investment in the Common Shares involves a high degree of risk. Before deciding whether to invest in the Common Shares, you should consider carefully the risks described below, together with all of the other information set forth in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. Our business, financial condition, results of operations or cash flow could be materially and adversely affected as a result of these risks, which could cause the trading price of the Common Shares to decline, resulting in a loss of all or part of your investment. The risks described below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business. You should only consider investing in the Common Shares if you can bear the risk of loss of your entire investment.

Risks Related to Our Business and Industry

Our operating results are likely to vary significantly and be unpredictable.

Our operating results have historically varied from period to period, and we expect that they will continue to do so as a result of a number of factors, many of which are outside of our control or may be difficult to predict, including:

Any one of the factors above or the cumulative effect of some of the factors referred to above may result in significant fluctuations in our quarterly financial and other operating results. This variability and unpredictability could result in our failing to meet our internal operating plan or the expectations of securities analysts or investors for any period. If we fail to meet or exceed such expectations for these or any other reasons, the market price of our shares could fall substantially and we could face costly lawsuits, including securities class action suits. Accordingly, in the event of revenue shortfalls, we are generally unable to mitigate the negative impact on margins in the short term.

We have incurred losses since our inception and expect to continue to incur significant expenses in the foreseeable future. Our independent registered public accounting firm is expected to include an explanatory paragraph in its report on our financial statements regarding the existence of substantial doubt (as contemplated by PCAOB standards) about our ability to continue as a going concern.

As a result, there is material uncertainty related to events or conditions that may cast significant doubt on our ability to continue as a going concern, and therefore, we may be unable to realize our assets and discharge our liabilities in the normal course of business. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If we are unable to continue as a going concern, or if there is continued doubt about our ability to do so, the value of your investment could be materially and adversely affected.

Risks and uncertainties related to our business include, but are not limited to, the following:

Our auditor has expressed substantial doubt about our ability to continue as a going concern.

We have evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.

The accompanying consolidated financial statements have been prepared on a going concern basis During the years ended December 31, 2025 and 2024, the Company incurred a net loss of $6,030,257 and $1,444,257, respectively, and as of such dates, the Company had an accumulated deficit of $16,754,384 and $10,857,188. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future, once a merger with an operating company is consummated. Management plans may continue to provide for its capital requirements by issuing additional equity securities and debt and the Company will continue to find possible acquisition targets. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

If we are unable to secure such financing, we may cease operations and investors in our Common Shares could lose all of their investment.

General economic, credit and capital market conditions could adversely affect our financial performance, our ability to grow or sustain our businesses and our ability to access the capital markets.

We compete, or intend to compete, in various geographic regions. Global economic conditions, and the new building construction markets in any given geographic region, affect our primary businesses. Any future financial distress in the industries and/or markets where we compete could negatively affect our revenues and financial performance in future periods, result in future restructuring charges, and adversely impact our ability to grow or sustain our businesses.

The capital and credit markets provide us with liquidity to operate and grow our businesses beyond the liquidity that operating cash flows provide. A worldwide economic downturn and/or disruption of the credit markets could reduce our access to capital necessary for our operations and executing our strategic plan. If our access to capital were to become significantly constrained, or if costs of capital increased significantly due to lowered credit ratings, prevailing industry conditions, the volatility of the capital markets or other factors; then our financial condition, results of operations and cash flows could be adversely affected.

The industry in which we operate is cyclical and, accordingly, demand for our products and services could be adversely affected by downturns in the industry.

Much of the demand for installation of fire detection, prevention, and suppression solutions is driven by commercial, governmental, and residential construction and industrial facility expansion and maintenance projects and other cyclical factors. Commercial and residential construction projects are heavily dependent on general economic conditions, localized demand for commercial and residential real estate and availability of credit. Government, commercial, and residential real estate markets are prone to significant fluctuations in supply and demand. In addition, most commercial and residential real estate developers rely heavily on project financing in order to initiate and complete projects. Declines in real estate values could lead to significant reductions in the availability of project financing, even in markets where demand may otherwise be sufficient to support new construction. These factors could in turn hamper demand for new fire detection, prevention, and suppression system sales and installations.

Levels of industrial capital expenditures for facility expansions and maintenance turn on general economic conditions, economic conditions within specific industries we serve, expectations of future market behavior and available financing. Additionally, volatility in commodity prices can negatively affect the level of these activities and can result in postponement of capital spending decisions or the delay or cancellation of existing orders.

The businesses of many of our industrial and potential customers may be, to varying degrees, cyclical and have experienced periodic downturns. During such economic downturns, customers in these industries historically have tended to delay major capital projects, including construction, maintenance projects, and upgrades. Any difficulty in accessing these markets and the increased associated costs can have a negative effect on investment in large capital projects, including necessary maintenance and upgrades, even during periods of favorable end-market conditions.

Many of our target customers outside of the industrial and commercial sectors, including governmental and institutional customers, may or have experienced budgetary constraints as sources of revenue have been negatively impacted by adverse economic conditions. These budgetary constraints have in the past and may in the future reduce demand for our products and services among governmental and institutional customers.

Reduced demand for our products and services could result in the delay or cancellation of existing orders or lead to excess capacity, which unfavorably impacts our absorption of fixed costs. This reduced demand may also erode average selling prices in the industries we serve. Any of these results could materially and adversely affect our business, financial condition, results of operations and cash flows.

An inability to successfully respond to competition and pricing pressure from other companies in the fire detection, suppression, and prevention business may adversely impact our business.

Our business competes with a number of major U.S. and non-U.S. manufacturers and distributors of fire detection, prevention, and suppression products and services, as well as a large number of smaller, regional competitors. The North American, European and Asian fire detection and suppression markets are highly competitive. The manufacturers in these markets compete on price, quality, technical innovation, service and warranty. If we are unable to remain competitive and maintain market share in the regions and markets we serve, our business, financial condition and results of operations may be adversely affected.

Volatility in commodity prices may adversely affect our results of operations.

Increases in commodity costs can negatively impact the profitability of orders in backlog as prices on such orders are typically fixed; therefore, in the short-term we cannot adjust for changes in certain commodity prices. In these cases, if we are not able to recover commodity cost increases through price increases to our customers on new orders, then such increases will have an adverse effect on our results of operations.

We rely on our direct installation channel for a significant portion of our revenue. Failure to maintain and grow the installed base resulting from direct channel sales could adversely affect our business.

A significant portion of our sales are generated through local sales channels, which are responsible for the installation, maintenance and upgrade services of our fire detection, prevention, suppression, and alert transmission products. If we fail to maintain and grow sales through these channels, our business may be adversely affected.

Our future growth is dependent upon our ability to develop or acquire new technologies that achieve market acceptance with acceptable margins.

Our future success depends on our ability to develop or acquire, manufacture and bring competitive, and increasingly complex, products and services to market quickly and cost-effectively. Our ability to develop or acquire new products and services requires the investment of significant resources. These acquisitions and development efforts divert resources from other potential investments in our businesses, and they may not lead to the development of new technologies, products or services on a timely basis. Moreover, as we introduce new products and services, we may be unable to detect and correct defects in the design of a product or in its application to a specified use, which could result in loss of sales or delays in market acceptance. Even after introduction, new or enhanced products or services may not satisfy customer preferences and product or service failures may cause customers to reject our products and services. As a result, these products and services may not achieve market acceptance and our brand image could suffer. In addition, the markets for our products and services may not develop or grow as we anticipate. As a result, the failure of our technology, products or services to gain market acceptance, the potential for product defects, product quality issues, or the obsolescence of our products and services could significantly reduce our revenues, increase our operating costs or otherwise materially and adversely affect our business, financial condition, results of operations and cash flows.

Risks associated with possible business operations outside South Korea could adversely affect our business, financial condition and results of operations.

We primarily operate in South Korea, and are exploring possible business opportunity and feasibility in other countries., some of which are located in emerging markets such as Vietnam. Long-term economic uncertainty in some of the regions of the world in which we operate or may operate in the future, such as Southeast Asia and emerging markets, could result in the disruption of markets and negatively affect cash flows from our operations to cover our capital needs and debt service requirements.

Our businesses operate in regulated industries and are subject to a variety of complex and continually changing laws and regulations.

Our operations and employees are subject to various federal, state and local licensing laws, codes and standards and other laws and regulations of the regions in which we operate. Changes in laws or regulations could require us to change the way we operate or to utilize resources to maintain compliance, which could increase costs or otherwise disrupt operations. In addition, failure to comply with any applicable laws or regulations could result in substantial fines or revocation of our operating permits and licenses. If laws and regulations were to change or if we or our products failed to comply, our business, financial condition and results of operations could be adversely affected.

The system of laws and regulations to which we are subject is complex and includes, in South Korea, the Fire Service Basic Law, Fire Prevention and Safety Management Law, Fire Facility Installation and Management Law, and Fire Facility Construction Business Law. No assurances can be made that we will continue to be found to be operating in compliance with, or be able to detect violations of, any such laws or regulations. In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our operations might be subject or the manner in which existing laws might be administered or interpreted.

The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be adversely affected.

The markets for fire detection, prevention, suppression, and alert transmissions products and services is highly competitive, with relatively low barriers to entry. Our primary competitor in the Southeast Asian market is Hochiki Corporation, a well-established designer and manufacturer of fire detection and emergency lighting products with long-standing relationships with many customers. Other competitors include Honeywell, Johnson Controls, Siemens, Bosch, which are large conglomerates with operations in our industry, and EMS Firecell, Cygnus Systems, Eurofyre, Ajax Systems, and Notifier. Prospective customers may be hesitant to adopt a new fire detection, prevention, and suppression system such as ours and may prefer to purchase products and services from these larger and more familiar vendors to be deployed on their premises.

These competitors are larger companies and have greater brand recognition, much longer operating histories, larger marketing budgets and significantly greater resources than we do. These vendors, as well as other competitors, may offer products and services on a stand-alone basis at a low price or bundled as part of a larger product sale. In order to take advantage of customer demand for their products and services, they may have greater capacity to expand their products and services through acquisitions and organic development.

Many of our competitors are able to devote greater resources to the development, promotion and sale of their products and services. Furthermore, our current or potential competitors may be acquired by third-parties with greater available resources and the ability to initiate or withstand substantial price competition. In addition, many of our competitors have established marketing relationships, access to larger customer bases and major distribution agreements with consultants, and construction companies and managers. Our competitors may also establish cooperative relationships among themselves or with third-parties that may further enhance their product offerings or resources. If our competitors’ products, services, or technologies become more accepted than our products or services, if they are successful in bringing their products or services to market earlier than ours, or if their products or services are more technologically capable than ours, then our revenues could be adversely affected. In addition, some of our competitors may offer their products and services at a lower price. If we are unable to achieve our target pricing levels, our operating results would be negatively affected. Pricing pressures and increased competition could result in reduced sales, reduced margins, losses or a failure to maintain or improve our competitive market position, any of which could adversely affect our business.

If we are not able to provide successful enhancements, new features and modifications, our business could be adversely affected.

If we are unable to provide enhancements and new features for our products and services, or if our current services, or new products and services we may develop in the future fail to achieve market acceptance or fail to keep pace with rapid technological developments, our business could be adversely affected. For example, we are focused on enhancing the features and functionality of our DAP/Digital Twin, which offers such features as AI-based disaster prevention and forecasting, construction of the same system in 3D virtual space, data analysis to simulate the possibility of fire outbreak through our AI algorithm with accumulated data in 3D, and which diagnoses and forecasts the exact spots with high risks of fire outbreak, and on implementing our products and services in pre-existing structures, in addition to our current model of installations in new buildings. The success of any enhancements, new features and products, and capabilities depends on several factors, including the timely completion, introduction and market acceptance of the enhancements, new features, products, or of new capabilities. Failure in this regard may significantly impair our revenue growth. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion. In addition, our competitors may develop similar or superior products and/or services, and/or may beat us to the market and gain earlier market acceptance than us. Any failure of our products and services to operate effectively with future construction trends or technologies or the success of our competitors’ products and services could reduce the demand for our products and services, result in user dissatisfaction and adversely affect our business.

Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.

Our customer support team provides technical assistance to customers using our products and services. We may be unable to respond quickly enough to accommodate short-term increases in user demand for support services. We also may be unable to modify the format of our support services to compete with changes in support services provided by our competitors. Increased user demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to effectively sell our current products and services to customers and other future products to existing and prospective customers, and may adversely impact our business, operating results and financial position.

Our growth depends in part on the success of our strategic relationships with third-parties.

In order to grow our business, we anticipate that we will continue to depend on relationships with third parties, such as sales agents, parts and components suppliers, outsourced manufacturers, construction partners such as electrical contractors, and other third-parties. Identifying partners, and negotiating and documenting relationships with them, requires significant time and resources. Our competitors may be effective in providing incentives to third-parties to favor their products or services or to prevent or reduce purchases of our products and services. In addition, acquisitions of our partners by our competitors could result in a decrease in the number of our current and potential customers, as our partners may no longer facilitate the adoption of our products and services by potential customers.

If we are unsuccessful in establishing or maintaining our relationships with third-parties, our ability to compete in the marketplace or to grow our revenues could be impaired and our operating results may suffer. Even if we are successful, we cannot assure you that these relationships will result in increased customer usage of our products or increased revenues.

If our products fail to perform properly, our reputation could be adversely affected, our market share could decline and we could be subject to liability claims.

Our primary products and services are AI based, depend on monitoring, sensing, and analyzing external conditions, are complex, and may contain material defects or errors. Any defects in functionality or that cause interruptions in the functionality of our products and services could result in:

The costs incurred in correcting any material defects or errors might be substantial and could adversely affect our operating results.

Furthermore, as our services are provided and operated based on wireless communication, the availability or performance of our products could be adversely affected by a number of factors, including customers’ inability to access the Internet, the failure of our network or software systems, security breaches or variability in user traffic for our services. Finally, our construction contracts do not disclaim any liability of the Company in the event of construction defects.

Our future success depends on our ability to retain our management team and to attract and retain qualified personnel.

We are highly dependent on our management team and key employees. We may be unable to replace members of our management team or key employees if we lose their services. Integrating new employees into our team could prove disruptive to our operations, require substantial resources and management attention, and ultimately prove unsuccessful. Any inability to attract and retain sufficient managerial personnel who have critical industry experience and relationships could limit or delay our strategic efforts, which could have a material adverse effect on our business, financial condition, and results of operations.

The loss of the services of any of these persons could impede the achievement of our growth, development, and commercialization objectives. The unexpected loss of the services of one or more of our directors or executive officers and/or advisors, including due to disease, disability, or death, could have a detrimental effect on us.

In addition, we currently rely on consultants and advisors to assist us in formulating our development and commercialization strategy. Our consultants and advisors may be employed by employers other than us and may have commitments under consulting or advisory contracts with other entities that may limit their availability to us.

Our current insurance policy may not provide adequate levels of coverage against all claims and we may incur losses that are not covered by our insurance.

We currently maintain worker’s compensation insurance; however, we do not have any other insurance coverage against potential losses or damages with respect to our business operations or directors and officers liability insurance. Though we intend to obtain other customary insurance, we may be unable to insure against certain types of losses or claims, or the cost of such insurance may be prohibitive. Uninsured losses or claims, if they occur, could have a material adverse effect on our reputation, business, results of operations, financial condition, or prospects.

We require a significant amount of cash to fund our operations and business expansion; if we cannot obtain additional capital on terms satisfactory to us when we need it, our growth prospects and future profitability may be materially and adversely affected.

We require a significant amount of cash to fund our operations, including payments to the cooperating manufacturer for our products. We will also need to raise funds for the expansion of our sales and distribution channels and other investing activities so as to remain competitive.

We believe that our current cash and anticipated cash flow from operations, will be sufficient to meet our anticipated cash needs for the next 12 months, including for working capital and capital expenditures. However, future expansion, market changes, or other developments may cause us to require additional funds. Our ability to obtain external financing is subject to a number of uncertainties, including:

If we are unable to obtain funding in a timely manner or on commercially acceptable terms, or at all, our growth prospects and future profitability may be materially and adversely affected.

To sustain our ability to support our operating activities, we may have to consider supplementing our available sources of funds through the following sources:

However, there can be no certainty that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business.

We may not be able to manage our expansion of operations effectively.

In anticipation of the growth in demand for our products and services, we plan to expand our business operations significantly. Our ability to meet existing commitments to our customers depends on the successful and timely implementation of our expansion plan. If we are unable to fulfill our commitments to customers on a timely basis or at all, we may lose our customers and our reputation may be damaged.

The success of our business expansion and operational growth depends on factors such as the improvement of our operational and financial systems, enhancement of our internal procedures and controls, and development of the business alliance with existing and potential business partners. If we fail to improve our operational and financial systems, enhance our internal procedures and controls and risk monitoring and management system, and develop business alliances with existing and potential business partners, we may not be able to take advantage of growth opportunities or identify unfavorable business trends, administrative oversights, or other risks that could materially and adversely affect our business, prospects, financial condition, and results of operations. Furthermore, our management will be required to maintain and expand our relationships with our customers, business partners, and other third-parties. We cannot assure you that our current and planned operations, personnel, systems, internal procedures, and controls will be adequate to support our future growth. If we are unable to manage our growth effectively, we may not be able to take advantage of market opportunities, execute our business strategies, or respond to competitive pressures.

A security breach or other significant disruption of our information technology (“IT”) systems or those of our partners, suppliers or manufacturers, caused by cyberattacks or other means, could have a negative impact on our operations, sales, and operating results.

All IT systems are potentially vulnerable to damage, unauthorized access or interruption from a variety of sources, including but not limited to, cyberattacks, cyber intrusions, computer viruses, security breaches, energy blackouts, natural disasters, terrorism, sabotage, war, insider trading and telecommunication failures. A cyberattack or other significant disruption involving our IT systems or those of our outsource partners, suppliers or manufacturers could result in the unauthorized release of proprietary, confidential or sensitive information of ours or our users or result in virus and malware installation on our devices. Such unauthorized access to, or release of, this information or other security breaches could: (i) allow others to unfairly compete with us, (ii) compromise safety or security or compromise the proper function of our products and services, (iii) subject us to claims for breach of contract, tort, and other civil claims, and (iv) damage our reputation. This could cause customers or potential customers to lose confidence in our ability to securely provide our products or services. Any or all of the foregoing could have a negative impact on our business, financial condition and results of operations.

Failure of our suppliers, subcontractors, distributors, resellers, and representatives to use acceptable legal or ethical business practices, or to fail for any other reason, could negatively impact our business.

We do not control the labor and other business practices of our suppliers, subcontractors, and third-party sales representatives (“TPSR”), and cannot provide assurance that they will operate in compliance with applicable rules, and regulations regarding working conditions, employment practices, environmental compliance, anti-corruption, and trademark, copyright and patent licensing. If one of our suppliers, subcontractors, distributors, resellers, or TPSRs violates labor or other laws or implements labor or other business practices that are regarded as unethical, our contracts could be canceled, relationships could be terminated, we can be subject to liabilities, and our reputation could be damaged. Any of these events could have a negative impact on our sales and results of operations.

Moreover, any failure of our suppliers, subcontractors, distributors, and TPSR, for any reason, including bankruptcy or other business disruption, could disrupt our supply or distribution efforts and could have a negative impact on our sales and results of operations.

We may not accurately forecast customer demand, the number of sensor and monitoring devices, semiconductor chips, and other components we need, and therefore we may not be able to react to fluctuations in demand for our products, which could result in unsold inventory, lower revenues and declines in our gross margins.

We forecast customer demand based on a number of factors, including customer data, market intelligence and historical data. However, accurate forecasting is a difficult process because actual demand often varies from customer data and projections, unexpected events occur, market intelligence can be wrong and historical data may not be reliable due to the relatively unpredictable nature of our market and of the construction market, which, compared to other industries, is influenced by a greater variety of domestic and international environmental factors. It is critical that we accurately forecast customer demand and the number sensor and monitoring devices, semiconductor chips, and other components we need because if customer demand falls below our forecasts, we may be required to retain excess semiconductor chip and other inventories, which could increase our operating expenses and reduce our gross margins.

If we do not succeed in hiring and retaining candidates with appropriate qualifications, our product development efforts and sales and marketing strategies could be delayed, which could reduce our future revenues and profitability.

Our success depends to a significant extent upon the continued contributions of our key management, technical and R&D personnel, and sales personnel, many of whom would be difficult to replace. The loss of one or more of these employees could seriously harm our business. Our success also depends on our ability to identify, attract and retain qualified technical personnel, particularly research and development engineers, as well as sales, marketing, finance and management personnel. Intense competition for qualified personnel has made retaining our key personnel and recruiting new qualified personnel a challenge and may result in increased compensation costs. If we do not succeed in hiring and retaining candidates with appropriate qualifications, our product development efforts and sales and marketing strategies could be negatively affected, which could reduce our future revenues and profitability.

We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this will make it more difficult to compare our performance with other public companies after this Direct Listing.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We do not plan to opt out of this extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This will mean that after this Direct Listing and assuming we become a public company, it will be difficult for investors to compare our financial statements with those of other public companies because of the potential differences in accounting standards used.

Our substantial indebtedness, including convertible debt, could adversely affect our business, financial condition, and results of operations.

As of December 31, 2025, we have approximately $6.5 million outstanding under debt agreements, including approximately $2.0 million in debt convertible into shares of Roze AI Korea (see “Liquidity and Capital Resources”). If we are unable to generate sufficient cash flow or obtain additional financing on acceptable terms, we may not be able to meet our obligations under our outstanding debt instruments. In such circumstances, we may be forced to seek additional financing, restructure our existing debt, or take other actions that may not be successful and could materially and adversely impact our business, financial condition, and results of operations.

Risks Relating to this Offering and the Trading Market and Ownership of our Common Shares

The direct listing process differs from an initial public offering underwritten on a firm-commitment basis.

This is not an underwritten initial public offering of Common Shares. This listing of our Common Shares on Nasdaq differs from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Such differences from a firm-commitment underwritten initial public offering could result in a volatile trading price for our Common Shares and uncertain trading volume, which may adversely affect your ability to sell any Common Shares that you may purchase.

The Advisor, which owns 1,064,230 Common Shares on the date of the Direct Listing and is acting as placement agent in connection with our private placement, may have a conflict of interest.

Given the Advisor’s dual role as our financial advisor under Nasdaq direct listing rules and its status as a shareholder and placement agent, it may present a conflict of interest. A conflict of interest situation can arise when a person or an entity has interests that may make it difficult to perform their work objectively and effectively. Conflicts of interest may also arise if a person or entity receives personal benefits as a result of their position. Nasdaq will determine the Current Price of our Common Shares in the Direct Listing price in consultation with the Advisor in its capacity as our financial advisor. The Advisor will determine when our Common Shares are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. We have issued the Advisor 1,064,230 Common Shares in connection with the Direct Listing. Such shares are registered under this prospectus and the Advisor is a Registered Shareholder. As the Advisor will receive substantial personal benefit as a result of the Direct Listing, the existence of such financial and personal interests may result in a conflict of interest on the part of the Advisor between what it may believe is best for the Company and its shareholders and what it may believe is best for itself.

Our Common Shares currently have no public market. An active trading market may not develop or continue to be liquid and the market price of our Common Shares may be volatile.

We expect our Common Shares to be listed and traded on Nasdaq. Prior to the listing on Nasdaq, there has not been a public market for any of our securities, and an active market for our Common Shares may not develop or be sustained after the listing, which could depress the market price of our Common Shares and could affect the ability of our shareholders to sell our Common Shares. In the absence of an active public trading market, investors may not be able to liquidate their investments in our Common Shares. An inactive market may also impair our ability to raise capital by selling our Common Shares, our ability to motivate our employees through equity incentive awards and our ability to acquire other companies, products or technologies by using our Common Shares as consideration.

In addition, we cannot predict the prices at which our Common Shares may trade on Nasdaq following the listing of our Common Shares, and the market price of our Common Shares may fluctuate significantly in response to various factors, some of which are beyond our control. In particular, as this listing is taking place through a novel process that is not a firm-commitment underwritten initial public offering, there will be no traditional book building process and no price at which traditional underwriters initially sold shares to the public to help inform efficient price discovery with respect to the opening trades on Nasdaq. On the day that our Common Shares are initially listed on Nasdaq, Nasdaq will begin accepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current Reference Price on the basis of such accepted orders. The Current Reference Price is calculated each second and, during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaq on its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which the Advisor, in its capacity as our financial advisor, must notify Nasdaq that our shares are “ready to trade.” Once the Advisor has notified Nasdaq that our Common Shares are ready to trade, Nasdaq will confirm the Current Reference Price for our Common Shares, in accordance with Nasdaq rules. If the Advisor then approves proceeding at the Current Reference Price, the applicable orders that have been entered will be executed at such price and regular trading of our Common Shares on Nasdaq will commence, subject to Nasdaq conducting validation checks in accordance with Nasdaq rules. The Advisor will determine when our Common Shares are ready to trade and approve proceeding at the Current Reference Price primarily based on considerations of volume, timing and price. In particular, the Advisor will determine, based primarily on pre-opening buy and sell orders, when a reasonable amount of volume will cross on the opening trade such that sufficient price discovery has been made to open trading at the Current Reference Price. If the Advisor does not approve proceeding at the Current Reference Price (for example, due to the absence of adequate preopening buy and sell interest), the Advisor will request that Nasdaq delay the open until such a time that sufficient price discovery has been made to ensure a reasonable amount of volume crosses on the opening trade. For more information, see “Plan of Distribution.”

Additionally, prior to the opening trade, there will not be a price at which underwriters initially sold Common Shares to the public as there would be in a firm-commitment underwritten initial public offering. The absence of a predetermined initial public offering price could impact the range of buy and sell orders collected by Nasdaq from various broker-dealers. Consequently, upon listing on Nasdaq, the public price of our Common Shares may be more volatile than in a firm-commitment underwritten initial public offering and could decline significantly and rapidly.

Furthermore, because of our novel listing process on Nasdaq, Nasdaq’s rules for ensuring compliance with its initial listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior active public trading market for our Common Shares, if the price of our Common Shares or our market capitalization falls below those required by Nasdaq’s eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be required to delist.

In addition, because of our novel listing process, individual investors, retail or otherwise, may have greater influence in setting the opening public price and subsequent public prices of our Common Shares on Nasdaq and may participate more in our initial trading than is typical for a firm-commitment underwritten initial public offering. These factors could result in a public price of our Common Shares that is higher than other investors (such as institutional investors) are willing to pay, which could cause volatility in the trading price of our Common Shares and an unsustainable trading price if the price of Common Shares significantly rises upon listing and institutional investors believe our Common Shares are worth less than retail investors, in which case the price of our Common Shares may decline over time. Further, if the public price of our Common Shares is above the level that investors determine is reasonable for our Common Shares, some investors may attempt to short our Common Shares after trading begins, which would create additional downward pressure on the public price of our Common Shares. To the extent that there is a lack of consumer awareness among retail investors, such a lack of consumer awareness could reduce the value of our Common Shares and cause volatility in the trading price of our Common Shares.

The public price of our Common Shares following the listing also could be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

In addition, securities exchanges have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner often unrelated to the operating performance of those companies. These fluctuations may be even more pronounced in the trading market for our Common Shares shortly following the listing of our Common Shares on Nasdaq as a result of the supply and demand forces described above. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and harm our business, results of operations and financial condition.

Future sales of our Common Shares by our Registered Shareholders and other existing shareholders could cause our share price to decline.

We currently expect our Common Shares to be listed and traded on Nasdaq. Prior to listing on Nasdaq, there has been no public market for our Common Shares and there has not been a sustained history of trading in our Common Shares in “over-the-counter” markets. While our Common Shares may be sold after our listing on Nasdaq by the Registered Shareholders pursuant to this prospectus or by our other existing shareholders in accordance with Rule 144 under the Securities Act (subject to the terms of any applicable lock-up agreements (see “Shares Eligible for Future Sale”)), unlike a firm-commitment underwritten initial public offering, there can be no assurance that any Registered Shareholders or other existing shareholders will sell any of their Common Shares and there may initially be a lack of supply of, or demand for, Common Shares on Nasdaq. As described herein, certain of our Common Shares outstanding as of the date hereof will be registered under this registration statement. The Registered Shareholders and other existing shareholders may sell all of their Common Shares, resulting in an oversupply of our Common Shares on Nasdaq. In the case of a lack of supply of our Common Shares, the trading price of our Common Shares may rise to an unsustainable level. Further, institutional investors may be discouraged from purchasing our Common Shares if they are unable to purchase a block of our Common Shares in the open market due to a potential unwillingness of our existing shareholders to sell a sufficient amount of Common Shares at the price offered by such institutional investors and the greater influence individual investors have in setting the trading price. If institutional investors are unable to purchase our Common Shares, the market for our Common Shares may be more volatile without the influence of long-term institutional investors holding significant amounts of our Common Shares. In the case of a lack of market demand for our Common Shares, the trading price of our Common Shares could decline significantly and rapidly after our listing. Therefore, an active, liquid and orderly trading market for our Common Shares may not initially develop or be sustained, which could significantly depress the public price of our Common Shares and/or result in significant volatility, which could affect your ability to sell your Common Shares.

The Class C Preferred Shares that we will issue prior to the effective date of this offering contain conversion price reset provisions, which may cause significant dilution to our stockholders.

We have agreed to issue $7.0 million of Class C Preferred Shares prior to the effective date of this offering to unaffiliated third party investors. The issuance of our Common Shares upon the conversion of the Class C Preferred Shares that we will issue prior to the effective date of this offering would dilute the percentage ownership interest of holders of our Common Shares and (subject to any restrictions under applicable securities laws) increase the number of our publicly traded shares, which could depress the market price of our Common Shares.

In addition, the aforementioned Class C Preferred Shares include terms under which, in the event that we in the future issue Common Shares, or securities convertible into or exercisable for Common Shares, at a price per share lower than the conversion price then in effect, the conversion price will be reduced to such lower price, subject to certain exceptions (see “Description of Share Capital”), and reset provisions relating to the conversion price based upon the trading price of our Common Shares on the date of conversion. By reducing the conversion price of such securities, such reset provisions would increase the number of shares issuable upon conversion, resulting in greater dilution to our shareholders.

A significant number of our shares are eligible for sale and their sale or potential sale may depress the market price of our ordinary shares.

Sales of a significant number of our Common Shares in the public market could harm the market price of our Common Shares. 14,942,795 of our outstanding Common Shares (representing a portion of the aggregate 19,202,795 shares included in this prospectus) will be available for immediate resale in the public market upon the Direct Listing. If a significant number of shares were sold, such sales would increase the supply of our Common Shares in the public market, thereby potentially causing a decrease in its price. Some or all of our Common Shares may be offered from time to time in the open market pursuant to effective registration statements and/or compliance with Rule 144 (subject to the terms of any applicable lock-up agreements (see “Shares Eligible for Future Sale”)), which sales could have a depressive effect on the market for our Common Shares (By way of example, we are required to file a resale registration statement within ten days of the Direct Listing to register the Common Shares issuable upon conversion of the Class C Preferred Shares we will be issue prior to the Direct Listing and the Common Shares issued to our Advisor. The sale of a significant portion of such shares when such shares are eligible for public sale may cause the value of our Common Shares to decline in value.

An active trading market for our Common Shares may not develop.

Prior to the Direct Listing, there has not been a public market for the Common Shares, and we cannot assure you that an active public market for the Common Shares will develop or be sustained after the Direct Listing. If an active public market for the Common Shares does not develop following the completion of the Direct Listing, the market price and liquidity of the Common Shares may be materially and adversely affected.

Our controlling shareholder has significant voting power and may take actions that may not be in the best interests of our other shareholders.

As of the date of this prospectus, Mr. Young Jin Cho, our controlling shareholder, owns 60% of the total voting power of the Company. Following the Direct Listing, the completion of the private placement, and issuance of 7,250,000 additional Common Shares to Mr. Cho pursuant to his consulting agreement, Mr. Cho will have 62% of the total voting power of our Company. As a result, Mr. Cho will be able to control the management and affairs of our Company and most matters requiring shareholder approval, including the election of directors and approval of significant corporate transactions. The interests of Mr. Cho may not be the same as, or may even conflict with, your interests. For example, Mr. Cho could attempt to delay or prevent a change in control of the Company, even if such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their Common Shares as part of a sale of us or our assets, and might affect the prevailing market price of our Common Shares due to investors’ perceptions that conflicts of interest may exist or arise. As a result, this concentration of ownership may not be in the best interests of our other shareholders.

We will be a “controlled company” within the meaning of Nasdaq rules and we will qualify for and may rely on exemptions from certain corporate governance requirements.

We will be a “controlled company” within the meaning of Nasdaq Stock Market Rules.

Under the Nasdaq rules, a company of which more than 50% of the voting power with respect to the election of directors is held by an individual, a company or a group of persons acting together is a “controlled company” and may elect not to comply with certain stock exchange rules regarding corporate governance, including the following requirements:

If we elect to be treated as a controlled company and use these exemptions, you may not have the same protections afforded to stockholders of companies that are subject to all Nasdaq rules regarding corporate governance, which could make our Common Shares less attractive to investors or otherwise harm our stock price.

If securities or industry analysts do not publish research or reports about our business, or if they publish a negative report regarding the Common Shares, the price of the Common Shares and trading volume could decline.

Any trading market for the Common Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of the Common Shares would likely decline. If one or more of these analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of the Common Shares and the trading volume to decline.

The market price of the Common Shares may be volatile or may decline regardless of our operating performance.

The market price of the Common Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

We are an emerging growth company, and the reduced disclosure requirements applicable to emerging growth companies may make our Common Shares less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of certain exemptions and relief from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards, (iii) reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements and (iv) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We may take advantage of these exemptions until such time that we are no longer an emerging growth company. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107 of the JOBS Act, we have elected to take advantage of the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies. As a result, our operating results and financial statements may not be comparable to the operating results and financial statements of other companies who have adopted the new or revised accounting standards.

We will remain an emerging growth company until the earliest of (i) December 31, 2028, (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion, (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Shares held by non-affiliates was $700.0 million or more as of the last business day of the second fiscal quarter of such year or (iv) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

It is possible that some investors will find our Common Shares less attractive as a result of the foregoing, which may result in a less active trading market for our Common Shares and higher volatility in our stock price.

We may experience extreme stock price volatility unrelated to our actual or expected operating performance, financial condition, or prospects, making it difficult for prospective investors to assess the rapidly changing value of the Common Shares.

Recently, there have been instances of extreme stock price run-ups followed by rapid price declines and high stock price volatility with a number of recent initial public offerings, especially among companies with relatively smaller public floats. As a relatively small-capitalization company with a relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than large-capitalization companies after this Direct Listing. In particular, the Common Shares may be subject to immediate and substantial price volatility, low volumes of trades, and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance, financial condition, or prospects, making it difficult for prospective investors to assess the rapidly changing value of the Common Shares.

In addition, if the trading volumes of the Common Shares are low, persons buying or selling in relatively small quantities may easily influence prices of the Common Shares. This low volume of trades could also cause the price of the Common Shares to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of the Common Shares may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of the Common Shares. As a result of this volatility, investors may experience losses on their investment in the Common Shares. A decline in the market price of the Common Shares also could adversely affect our ability to issue additional Common Shares or other securities and our ability to obtain additional financing in the future. No assurance can be given that an active market in the Common Shares will develop or be sustained. If an active market does not develop, holders of the Common Shares may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

We do not intend to pay dividends on our Common Shares for the foreseeable future.

Holders of our Class C Preferred Shares will be entitled to receive, when, as and if declared by the Board of Directors, out of funds of the Company legally available therefor, monthly dividends, at the rate of ninety six cents ($0.96) per share per year, or 12% of the Fixed Price of $8.00 per share, which dividends will be cumulative, and payable in cash or in kind, commencing six months after the date that the Common Shares commence trading on Nasdaq. Subject to the foregoing, we currently intend to retain all of our available funds and any future earnings to fund the operation, development, and growth of our business and, as a result, we do not expect to declare or pay any dividends on our Common Shares in the foreseeable future. Therefore, you should not rely on an investment in the Common Shares as a source for any future dividend income. Accordingly, the return on your investment in the Common Shares will likely depend entirely upon any future price appreciation of the Common Shares. There is no guarantee that the Common Shares will appreciate in value after the Direct Listing or even maintain the price at which you purchased the Common Shares. You may not realize a return on your investment in the Common Shares and you may even lose your entire investment in the Common Shares.

The Common Shares may be delisted, which could negatively impact the price of the Common Shares and your ability to sell them.

We have applied to list the Common Shares on Nasdaq, and we will not proceed with the Direct Listing if the Common Shares are not approved for listing on Nasdaq.

To maintain our listing on Nasdaq following the Direct Listing, we will be required to comply with certain rules of Nasdaq, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. We may not be able to continue to satisfy these requirements and applicable rules. In addition, Nasdaq may use its discretion to deny initial listing, apply additional or more stringent criteria for the initial or continued listing of particular securities, or suspend or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes initial or continued listing of the securities on Nasdaq inadvisable or unwarranted in the opinion of Nasdaq, even though the securities meet all enumerated criteria for initial or continued listing on Nasdaq. If we are unable to satisfy Nasdaq criteria for maintaining our listing, or Nasdaq otherwise determines pursuant to its discretionary authority that in its opinion, the continued listing of our Common Shares is inadvisable, the Common Shares could be subject to delisting.

If the Common Shares are delisted from Nasdaq, we could face significant consequences, including:

If we are classified as a passive foreign investment company, United States taxpayers who own our Common Shares may have adverse United States federal income tax consequences.

A non-U.S. corporation such as ourselves will be classified as a passive foreign investment company (“PFIC”) for any taxable year if, for such year, either:

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business), and gains from the disposition of passive assets.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our Common Shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.

If, for our 2025 taxable year or for any subsequent year, more than 50% of our assets are assets which produce passive income, we would be deemed a PFIC, which could have adverse U.S. federal income tax consequences for U.S. taxpayers who are shareholders. We will make this determination following the end of any particular tax year.

The classification of certain of our income as active or passive, and certain of our assets as producing active or passive income, and hence whether we are or will become a PFIC, depends on the interpretation of certain United States Treasury Regulations as well as certain IRS guidance relating to the classification of assets as producing active or passive income. Such regulations and guidance are potentially subject to different interpretations. If due to different interpretations of such regulations and guidance the percentage of our passive income or the percentage of our assets treated as producing passive income increases, we may be a PFIC in one or more taxable years.

For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Material Income Tax Consideration — United States Federal Income Taxation — PFIC.”

U.S. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS ABOUT THE PFIC RULES, THE POTENTIAL APPLICABILITY OF THESE RULES TO THE COMPANY CURRENTLY AND IN THE FUTURE, AND THEIR FILING OBLIGATIONS IF THE COMPANY IS A PFIC.

Risks Relating to Our Jurisdiction of Incorporation

Operating outside of the United States presents specific risks to our business, and we have substantial operations outside of the United States.

All our employee and contractor base and operations are located outside the United States, primarily in South Korea. Most of our software development is conducted outside the United States. Risks associated with operations outside the United States include:

Certain Canadian legislation contain provisions that may have the effect of delaying or preventing a change in control

Canadian legislation could discourage potential acquisition proposals, delay or prevent a change in control and limit the price that certain investors may be willing to pay for our subordinate voting shares. For instance, a non-Canadian must file an application for review with the Minister responsible for the Investment Canada Act and obtain approval of the Minister prior to acquiring control of a “Canadian business” within the meaning of the Investment Canada Act, where prescribed financial thresholds are exceeded. Furthermore, limitations on the ability to acquire and hold our subordinate voting shares and multiple voting shares may be imposed by the Competition Act (Canada). This legislation permits the Commissioner of Competition, or Commissioner, to review any acquisition or establishment, directly or indirectly, including through the acquisition of shares, of control over or of a significant interest in us. Otherwise, there are no limitations either under the laws of Canada or British Columbia, or in our articles on the rights of non-Canadians to hold or vote our subordinate voting shares and multiple voting shares. Any of these provisions may discourage a potential acquirer from proposing or completing a transaction that may have otherwise presented a premium to our shareholders.

Because we are a corporation incorporated in British Columbia and some of our directors and officers are resident in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States.

We are a corporation incorporated under the laws of British Columbia with our principal place of business in Vancouver. Some of our directors and officers and the auditors or other experts named herein are residents of Canada or Republic of Korea and all or a substantial portion of our assets and those of such persons are located outside the United States. Consequently, it may be difficult for U.S. investors to effect service of process within the United States upon us or our directors or officers or such auditors who are not residents of the United States, or to realize in the United States upon judgments of courts of the United States predicated upon civil liabilities under the Securities Act. Investors should not assume that Canadian courts or Korean courts: (1) would enforce judgments of U.S. courts obtained in actions against us or such persons predicated upon the civil liability provisions of the U.S. federal securities laws or the securities or blue sky laws of any state within the United States or (2) would enforce, in original actions, liabilities against us or such persons predicated upon the U.S. federal securities laws or any such state securities or blue sky laws.

We are subject to risks arising from regulations applicable to companies doing business with the South Korean government.

Our customers include many Korean local government authorities (including provinces, cities and counties). Doing business with such local authorities subjects us to unusual risks, including dependence on the level of government spending and compliance with and changes in governmental procurement and security regulations. Agreements relating to the sale of products to government entities may be subject to termination, reduction or modification, either at the convenience of the government or for failure to perform under the applicable contract. We are subject to potential government investigations of business practices and compliance with government procurement and security regulations, which can be expensive and burdensome. If we were charged with wrongdoing as a result of an investigation, we could be suspended from bidding on or receiving awards of new government contracts, which could have a material adverse effect on the Company’s results of operations.

Our effective tax rate may increase.

There is uncertainty regarding the tax policies of the jurisdictions where we operate, including the potential legislative actions described in these risk factors, which if enacted could result in an increase in our effective tax rate. Additionally, the tax laws of Canada and other jurisdictions could change in the future, and such changes could cause a material increase in our effective tax rate.

If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting, and other expenses that we would not incur as a foreign private issuer.

As a foreign private issuer, we will be exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our executive officers, directors, and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we will not be required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. We may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.

Because we are a foreign private issuer and intend to take advantage of exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.

Nasdaq listing rules require listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, Canada, does not require a majority of our board to consist of independent directors. Thus, although a director must act in the best interests of the Company, it is possible that fewer board members will be exercising independent judgment and the level of board oversight on the management of our Company may decrease as a result. In addition, Nasdaq listing rules require U.S. domestic issuers to have an audit committee, a compensation committee and a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members. We intend to follow home country practice, as permitted by Nasdaq. Accordingly, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

Our international operations expose us to risks in international jurisdictions and we may be negatively impacted by export restrictions and trade barriers.

Trade relations between countries where we do business or where our suppliers operate has been volatile. For example, the U.S. Government has imposed export sanctions on certain trading partners and entities which impact the cross-border transfer of technology and software products and announced new licensing requirements which may impact our or our suppliers’ exports. These measures may increase costs and/or reduce distribution in key markets. This in turn could require us to increase prices to our customers which may reduce demand, or, if we are unable to increase prices to adequately address any restrictions, it could result in lower margins on products sold or fewer products sold, which would reduce revenues. Changes in U.S. trade policy have resulted in, and could result in more, U.S. trading partners adopting responsive trade policies, including imposition of increased tariffs, quotas or duties, or imposition of technology or financial sanctions or controls, making it more difficult or costly for us to export our products to those countries. The implementation of a border tax, tariff or higher customs duties on our products could negatively impact our financial performance and/or ability to protect our IP. Such developments could also result in a decrease in the demand for or injunctions on our products, which would have an adverse effect on our revenues and profitability and thereby on or business, results of operations, financial condition and prospects.

Tracing may be more difficult in this Direct Listing unlike in a traditional initial public offering, which may make it more difficult for aggrieved investors to bring securities liabilities claims against us.

Companies that issue false and misleading statements in support of their public stock offerings face penalties under Sections 11 and 12(a)(2) of the Securities Act. Section 11 of the Securities Act imposes civil liability for misstatements or omissions contained in registration statements. Section 12(a)(2) of the Securities Act also imposes such liability but for misstatements or omissions in prospectuses or oral communications. A shareholder bringing a private claim against an issuer must show that such shareholder purchased the stock in reliance on the applicable false or misleading statements in the registration statement or offering documents, a concept known as “tracing.”

In a direct listing, both registered shares and unregistered shares (e.g., those held by employees or early investors) generally enter the public market at the same time. In contrast, traditional IPOs typically use lock-up agreements that prevent unregistered shares from being sold for a set period (often 180 days), meaning nearly all shares traded initially are guaranteed to be from the registration statement. Additionally, modern securities are held in a “fungible bulk” at the Depository Trust Company (DTC), where individual shares are not uniquely identified. Because registered and unregistered shares are identical at this level, tracing a specific purchase back to a specific registration statement is considered virtually impossible in a direct listing. Though we intend to enter into lock-up agreements with holders of unregistered shares, such lock-up agreements may be terminated early under certain circumstances, and in some cases will be subject to certain leak-out provisions.

Investors should consider this risk before making an investment into our Company.

Risks Related to Our Intellectual Property

We could be adversely affected by a failure to protect our intellectual property or the intellectual property of our business partners.

We have intellectual property rights in our brands, such as “Rozetatech,” “ROZEAI”. In addition we hold multiple patents in Korea, two patents in the United States, and one patent recognized under the Patent Cooperation Treaty, along with multiple patent applications.

We regard our intellectual property as critical to our success, and we depend, to a large extent, on our ability to develop and maintain our intellectual property rights. To do so, we rely upon a combination of confidential policies, nondisclosure, and other contractual arrangements and copyrights, software copyrights, trademarks, and other intellectual property laws.

Monitoring and preventing any unauthorized use of our intellectual property is difficult and costly, and any of our intellectual property rights could be challenged or invalidated (which has occurred with respect to one of our patents) circumvented, or misappropriated, or such intellectual property may not be sufficient to provide us with competitive advantages. Litigation or proceedings before governmental authorities, or administrative and judicial bodies may be necessary to enforce our intellectual property rights and to determine the validity and scope of our rights. Our efforts to protect our intellectual property in such litigation and proceedings may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm our operating results. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect on our business, results of operations, financial condition, or prospects.

We may be subject to intellectual property claims that create uncertainty about ownership or use of intellectual property essential to our business and divert our managerial and other resources.

Our success depends, in part, on our ability to operate without infringing the intellectual property rights of others. Third parties may, in the future, claim our current or future copyrights, patents, trademarks, technologies, business methods, or processes infringe on their intellectual property rights or challenge the validity of our intellectual property rights. We may be subject to intellectual property infringement claims that would be costly to defend and could limit our ability to use certain critical copyrights, trademarks, or business methods.

The defense and prosecution, if necessary, of intellectual property suits, interference proceedings, and related legal and administrative proceedings can become very costly and may divert our management personnel from their normal responsibilities. We may not prevail in any of these suits or proceedings. An adverse determination of any litigation or defense proceedings could require us to pay substantial compensatory and punitive damages, could restrain us from using critical copyrights, patents, trademarks, business methods, or processes, and could result in us losing or not gaining valuable intellectual property rights.

Furthermore, due to the voluminous amount of discovery frequently conducted in connection with intellectual property litigation, some of our confidential information could be disclosed to competitors during this type of litigation. In addition, public announcements of the results of hearings, motions, or other interim proceedings or developments in the litigation could be perceived negatively by investors and thus have an adverse effect on the trading price of the Common Shares.

We may not be able to effectively enforce our intellectual property rights.

Although our products are generally protected through patents and other forms of intellectual property rights protection, our ability to enforce those rights may vary substantially in both degree and quality among the various jurisdictions in which we operate. As a result, our efforts to protect our intellectual property may not be adequate, and we may be unable to enforce our rights in a timely manner.

Infringement or expiration of our intellectual property rights, or allegations that we have infringed the intellectual property rights of third parties, could negatively affect us.

We rely on a combination of trademarks, trade secrets, patents, and know-how, to establish and protect our proprietary rights. We cannot guarantee, however, that the steps we have taken to protect our intellectual property will be adequate to prevent infringement of our rights or misappropriation of our technology, trade secrets or know-how. For example, effective patent, trademark, copyright and trade secret protection may be unavailable or limited in some of the countries in which we operate. If it became necessary for us to resort to litigation to protect our intellectual property rights, any proceedings could be burdensome and costly, and we may not prevail. Further, adequate remedies may not be available in the event of an unauthorized use or disclosure of our trade secrets and manufacturing expertise. Finally, for those products in our portfolio that rely on patent protection, once a patent has expired, the product is generally open to competition. Products under patent protection usually generate significantly higher revenues than those not protected by patents. If we fail to successfully enforce our intellectual property rights, our competitive position could suffer, which could harm our business, financial condition, results of operations and cash flows.

In addition, we are, from time to time, subject to claims of intellectual property infringement by third parties, including practicing entities and non-practicing entities. Regardless of the merit of such claims, responding to infringement claims can be expensive and time-consuming, and the litigation process is subject to inherent uncertainties, and we may not prevail in litigation matters regardless of the merits of our position. Intellectual property lawsuits or claims may become extremely disruptive if the plaintiffs succeed in blocking the trade of our products and services and they may have a material adverse effect on our business, financial condition, results of operations and cash flows.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events, all of which are subject to risks and uncertainties. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. You can find many (but not all) of these statements by the use of words such as “approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,” “plans,” “will,” “would,” “should,” “could,” “may,” or other similar expressions in this prospectus. These statements are likely to address our growth strategy, financial results, and financial needs. You must carefully consider any such statements and should understand that many factors could cause actual results to differ from our forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed and actual future results may vary materially. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to:

We describe certain material risks, uncertainties, and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors.” We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may, and are likely to, differ materially from what is expressed, implied or forecast by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a corporation existing under the Business Corporations Act (British Columbia) (the “BCBCA”). Many of our directors and officers, and some of the experts named in this prospectus, are residents of South Korea or otherwise reside outside the United States, and all or a substantial portion of their assets may be, and a substantial portion our assets, are located outside the United States. We have appointed an agent for service of process in the United States, but it may be difficult for holders of Common Shares who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of Common Shares who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the U.S. federal securities laws. We have been advised by our Canadian counsel, Prest Law Corporation that a judgment of a U.S. court predicated solely upon civil liability under U.S. federal securities laws or the securities or “blue sky” laws of any state within the United States, would likely be enforceable in Canada only if the U.S. court in which the judgment was obtained has a basis for jurisdiction in the matter that would be recognized by a Canadian court for the same purposes. We have also been advised by Prest Law Corporation, however, that there is substantial doubt whether an action could be brought in Canada in the first instance on the basis of the liability predicated solely upon U.S. federal securities laws.

Service of process upon directors and officers which reside in Korea may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all of our Korean directors and officers are located outside the United States, any judgment obtained in the United States against us or any of our Korean directors and officers may not be collectible within the United States.

USE OF PROCEEDS

The Registered Shareholders may, or may not, elect to sell our Common Shares covered by this prospectus. To the extent any Registered Shareholder chooses to sell our Common Shares covered by this prospectus, we will not receive any proceeds from any such sales of our Common Shares.

DIVIDEND POLICY

Since our inception, we have not declared or paid cash dividends on our Common Shares. Holders of our Class C Preferred Shares will be entitled to receive, when, as and if declared by the Board of Directors, out of funds of the Company legally available therefor, monthly dividends, at the rate of ninety six cents ($0.96) per share per year, or 12% of the Fixed Price of $8.00 per share, which dividends will be cumulative, and payable in cash or in kind, commencing six months after the date that the Common Shares commence trading on Nasdaq. Subject to the foregoing, any decision to pay dividends in the future will be subject to a number of factors, including our financial condition, results of operations, the amount of our retained earnings, capital demands, general business conditions, and other factors our board of directors may deem relevant. We currently intend to retain most, if not all, of our available funds and any future earnings to fund the operation, development, and growth of our business, and, as a result, we do not expect to pay any dividends on our Common Shares in the foreseeable future.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of December 31, 2025, on:

This table should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements and related notes appearing elsewhere in this prospectus.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and related notes included elsewhere in this prospectus. This discussion and analysis and other parts of this prospectus contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this prospectus. You should carefully read the “Risk Factors” section of this prospectus to gain an understanding of the important factors that could cause actual results to differ materially from our forward-looking statements. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.

Business Summary

Roze AI Inc. is a holding company incorporated under the laws of British Columbia, Canada. Our operations are conducted by our wholly owned subsidiary in South Korea, Roze AI Korea Co., Ltd.

Roze AI Korea Co., Ltd., formerly ROZETATECH Co., Ltd., was established in 2015 in Korea by Young Jin Cho, a leading IT and AI expert and entrepreneur who has led a pioneering IT business in the US and Korea for over 30 years. Roze AI is a disaster prevention technology company specializing in innovative AI technology platform, called DAP (Disaster AI Platform).

Since its inception, Roze AI has focused on developing DAP, a digital twin AI wireless fire system, which has been installed and operated at major government facilities, military bases, government-designated production facilities, and power plants and in other commercial and residential buildings in Korea and verified through long-term testing. After long-term use in the real operational environment, even in important national facilities and military bases in Korea, our DAP was evaluated as an innovative new technology and certified for its stability and disaster prevention functionality.

RESULTS OF OPERATIONS

Financial information in U.S. dollars

Items included in the financial statements of each of the Company’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). For convenience, US dollar (USD) amounts presented in the accompanying consolidated financial statements have been translated from Korean Won and Canadian dollar at the exchange rate set for the in the statistical release of the Federal Reserve Board of the United States, while Roze AI Korea’s and Roze AI Inc’s functional currency in Korean Won and in Canadian dollar, respectively. For Vietnam Dong, due to the lack of information in the Federal Reserve Board of the United States, USD dollar (USD) amounts have been translated from Vietnam Dong at the exchange rate set for the in the statistical release of the Seoul Money Brokerage Services.

Revenue and Operating Metrics

From 2021 to 2024, the Company’s total revenue increased by 76.8%, from $4,653,330 to $8,225,475, while Average Order Value (“AOV”) increased by 60.9%, from $38,142 to $61,384 over the same period. This growth was primarily attributable to the Company’s transition toward a business model focused on large-scale projects and high-value system solutions, which resulted in an increase in contract size and average transaction value.

For the fiscal year 2025, total revenue was $2,295,237 and AOV was $16,754. The year-over-year decrease was primarily attributable to the timing of revenue recognition, as the commencement and execution phases of certain high-margin, large-scale projects were deferred into the subsequent fiscal year. These delays were driven by macroeconomic uncertainties and a slowdown in the construction sector in South Korea. Accordingly, the Company’s revenue and AOV for 2025 reflect initial-stage billings rather than the full contract value of such projects.

As of December 31, 2025, the Company maintained a backlog of contracted projects that had not yet reached full execution or revenue recognition stages, and the Company expects to recognize such projects as revenue in future periods as they progress.

(1) Key Performance Indicators

In 2025, revenue generated from new customers amounted to $1,375,556, representing 59.9% of total revenue. The total number of active customers was 93, of which 66 (71.0%) were newly acquired.

While the proportion of revenue derived from new customers decreased by 10% from 70.6% in 2024, such decrease was primarily attributable to a relative increase in recurring revenue from existing customers. The Company continues to actively pursue new customer acquisition.

In 2025, the average revenue per new customer was $20,842. The average number of transactions per customer declined from 2.1 in 2021 to 1.58 in 2024 and 1.47 in 2025.

This trend reflects the Company’s transition from a business model focused on small-scale, one-time product sales to one centered on large-scale system installations and customized projects. As a result, the number of transactions per customer has decreased, while contract value and project duration have increased.

(2) KPI Performance Analysis (2021–2025)

From 2021 to 2024, the Company experienced concurrent growth in both revenue and AOV, driven by an increase in project scale and a higher proportion of high-value contracts.

In 2025, revenue decreased to $2,295,237, and AOV declined to $16,754, primarily due to the timing of project execution and revenue recognition rather than a reduction in underlying demand. In particular, macroeconomic conditions and a slowdown in the construction sector in South Korea contributed to delays in the commencement and progression of certain projects.

The decline in the average number of transactions per customer is associated with changes in the Company’s business model. Historically, the Company engaged in relatively short-term and repetitive transactions; however, as the business has evolved toward large-scale projects and integrated solutions, the number of transactions has decreased, while contract value and project duration have increased.

The Company’s revenue is affected by the stage of completion of its large-scale projects. Such projects typically consist of multiple phases, including design, installation, testing, and final delivery, and revenue is recognized over time or at a point in time based on the satisfaction of performance obligations at each stage.

Accordingly, revenue and AOV in any given period may fluctuate depending on the timing of project commencement and the achievement of key milestones, and such fluctuations may not necessarily correspond to changes in overall contract volume or sales activity.

AOV decreased from $61,384 in 2024 to $16,754 in 2025. This decrease reflects the recognition of only initial-stage revenue associated with large-scale projects due to the timing of revenue recognition.

The Company expects that previously secured backlog projects, which experienced temporary delays in commencement and milestone progression, will resume beginning in the second and third quarters of 2026. Accordingly, AOV is expected to enter a gradual recovery trajectory as these projects advance.

During 2025, the Company secured a total of 66 new customers, and the proportion of revenue derived from new customers (59.9%) as well as the share of new customers within the total customer base (71.0%) indicate continued expansion of the Company’s customer base.

The Company establishes customer relationships through project-based engagements, and such relationships may lead to additional projects or repeat contracts in the future.

Sales to related party

Sales to related party decreased by $228,540 from $228,540 in 2024 to nil in 2025 due to exclusion from related party upon the sales of DT Lab Co., Ltd to the 3^rd party.

Costs of revenue

Our costs of revenue include costs of finished goods. For the 2025 Fiscal Year, the Company’s cost of revenue was $1,674,119. For the 2024 Fiscal Year, the Company’s cost of revenue was $3,372,603. The reason for the decrease was due to a sharp decrease in sales.

General and administrative expenses

General and administrative expenses for the 2025 and 2024 Fiscal Year was $3,214,846 and $3,968,320, respectively. The decrease in 2025 compared to 2024 is mainly due to lower consulting fees, professional fees and bad debts.

Marketing expenses

Marketing expenses for the 2025 and 2024 Fiscal Year were $556,190 and $779,553, respectively. The decrease in 2025 is mainly due to lower sales compared to 2024.

Research and development expenses

Research and development expenses were $2,392,362 and $988,881 for 2025 and 2024 Fiscal Year, respectively. The increase is mainly due to i) more R&D activities, ii) increase in R&D employees, and iii) fewer government research studies in 2025, and thereby less credits applied to our research and development costs.

Other (expense)/income

Other income for 2025 and 2024 were $52,476 and $58,281, respectively. The change is insignificant.

Finance costs, net

Our finance costs include interest expenses against loans from financial institutions and several convertible bonds. In addition, interest expenses recognized upon the amortization of conversion right adjustment are also included. Net finance costs for 2025 and 2024 were $434,919 and $471,966, respectively. The decrease in net finance costs in 2025 is mainly due to the decrease in convertible debt.

Income tax expenses

Income tax expenses for the 2025 and 2024 Fiscal Year was $nil, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity and working capital requirements primarily relate to our operating expenses. Historically, we have met our working capital and other liquidity requirements primarily through cash generated from our operations and external funding activities. Going forward, we expect to fund our working capital and other liquidity requirements from various sources, including cash generated from our operations, loans from banking facilities, the net proceeds from this offering and other equity and debt financings as and when appropriate.

Our debt agreements are as follows:

We also have the following debt convertible in shares of Roze AI Korea outstanding:

(Note 4) The Company is in discussions with the creditor as to whether the Company repays the principal and interest, the note will be converted into Roze AI Korea’s common shares based on the conversion terms thereof, or to extend the maturity date to the end of May 2026.

The material terms of our debt agreements are as set forth in the tables above. Such agreements do not restrict our ability to ability to raise further capital or enter into any material transaction.

We expect our debt agreements to carry balances beyond the Direct Listing.

Going concern

The accompanying consolidated financial statements have been prepared on a going concern basis. During the years ended December 31, 2025 and 2024, the Company incurred a net loss of $6,030,257 and 1,444,257, respectively.

As of December 31, 2025, our cash and cash equivalents totaled $1,083,913. Based on our current business plan and projected burn rate of $112,162 per month, we expect that our existing capital resources will be sufficient to fund our planned operations through approximately September 2026.

To sustain operations through December 31, 2026, we estimate a total liquidity requirement of at least $1.35 million. This implies that an additional $0.32 million in funding is required, beyond our current cash holdings, to cover research and development (R&D), labor costs, and general administrative expenses.

As noted in the report of our independent registered public accounting firm, substantial doubt has been raised regarding our ability to continue as a going concern and the Company’s plans to address these uncertainties are as follows:

Additionally, the Company expects to meet future capital requirements through strategic partnerships, private placements, and other financing activities.

CASH FLOW STATEMENTS

The following table sets forth a summary of our cash flows for the periods indicated.

Cash flow from Operating activities

Net cash used in operating activities was $3,011,271 for the year ended December 31, 2025, compared to $1,978,264 for the ended December 31, 2024, representing an increase in cash outflow of approximately $1,033,007.

The decrease was primarily due to an increased net loss in 2025 of $6,030,257 compared to $1,444,257 in 2024, partially offset by changes in non-cash expenses. Significant non-cash adjustments for 2025 included provision for bad debts of $142,657 (2024 – $450,126), amortization and depreciation of $313,704 (2024 – $241,932), severance costs of $274,399 (2024 – $201,268), and stock-based compensation expense of $261,533 (2024 – $201,216). Financing costs, net, decreased to $163,270 in 2025 from $175,918 in 2024, reflecting partial conversion of convertible bonds in 2025.

Changes in working capital during 2025 were driven by:

Overall, the Company continued to incur net cash outflows from operating activities in 2025. Certain favorable working capital movements including collection of trade and other receivables and decrease in inventory partially offset the impact of net loss.

Cash flow from Investing activities

For the year ended December 31, 2025, net cash used in investing activities was $137,116, compared to $384,863 in 2024, representing a decrease in cash outflows of $247,747. The decrease was primarily driven by no acquisition of investments, while there were $144,640 in acquisitions of investments, net, in 2024, and less purchase of property and equipment by $133,439 compared to 2024.

Cash flow from Financing activities

For the year ended December 31, 2025, net cash provided by financing activities was $1,363,906, compared to $3,940,098 in 2024, representing a decrease of $2,576,192. The decrease was primarily due to no proceeds from share issuances and option exercises in 2025, which generated $2,686,466 in 2024, reflecting no share issuances before NASDAQ listing processes. Additionally, the Company received $1,794,002 from the issuance of convertible bonds in 2025, compared to $2,273,667 in 2024.

These inflows were partially offset by significant outflows, including the repayment of loans payable to related parties totaling nil in 2025 ($899,187 in 2024) and repayments of loan payables of $325,278, compared to $318,902 in the prior year. The Company also paid nil during 2025, compared to $612,729 in deferred offering costs during 2024. Additional outflows included repayments of lease liabilities of $227,655 (2024 - $157,788) and an increase in loan receivables of $24,624 (2024 – $36,672), partially offset by collections of loan receivables of $6,754 (2024 - $18,043). In addition, there was an increase in loan receivables from related party of $70,353 in 2025 (nil in 2024).

Overall, the significant financing inflows in 2025 were mainly attributable to the issuance of convertible bonds, and related party borrowings, partially offset by loan repayments, loan receivables from related party, and lease liability repayments.

Off-Balance Sheet Arrangements

The Company currently has no off-balance sheet arrangements.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Liquidity risk

We are exposed to liquidity risk, which is the risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Our approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our Company’s reputation. When necessary, we will turn to other financial institutions to obtain short-term funding to meet the liquidity shortage.

Interest rate risk

As of December 31, 2025 and December 31, 2024, we had outstanding bank borrowings of approximately $4,456,848 and $4,669,245, respectively, which will be payable from May 2026 to January 2029. The bank borrowings bear an annual effective interest rate ranging from 2.73% to 8.37%. We are exposed to cash flow interest rate risk through the changes in interest rates related mainly related to our variable-rate lines of credit, short-term bank loans and bank balances. We currently do not have any interest rate hedging policy in relation to fair value interest rate risk and cash flow interest rate risk. Our directors monitor our exposures on an ongoing basis and will consider hedging the interest rate should the need arise. We have not been exposed to material risks due to changes in interest rates. An increase, however, may raise the cost of any debt we incur presently and, in the future, and result in an adverse impact on our income.

Foreign Exchange Risk

Foreign exchange risk is the risk that the value of financial assets or liabilities will fluctuate due to changes in foreign exchange rates. We are exposed to foreign exchange risk from our business which is denominated in currencies other than Korean Won. Consequently, the exchange rate to our currency relative to other foreign currencies may change in a manner that has an adverse effect on the value of that portion of our assets or liabilities denominated in currencies other than Korean Won. Our currency exposure is measured and monitored on a regular basis by the manager.

Contingent Liabilities

We have no material contingent liabilities as of December 31, 2025 or December 31, 2024.

BUSINESS

Overview

Roze AI Inc. is a holding company incorporated under the laws of British Columbia, Canada. Our operations are conducted by our wholly owned subsidiary in South Korea, Roze AI Korea Co., Ltd.

Roze AI Korea Co., Ltd., formerly ROZETATECH Co., Ltd., was established in 2015 in Korea by Young Jin Cho, an IT and AI expert and entrepreneur who has led a pioneering IT business in the US and Korea for over 30 years. Roze AI is a disaster prevention technology company specializing in our innovative AI technology platform, called DAP (Disaster AI Platform).

Since its incorporation, Roze AI has focused on developing our DAP, a digital twin AI wireless fire system, which has been installed and operated at major government facilities, military bases, government-designated production facilities, and power plants in Korea and verified through long-term testing. After long-term use in real operational environments, including in important national facilities and military bases in Korea, our DAP was evaluated as an innovative new technology and certified for its stability and disaster prevention functionality.

DAP is an artificial intelligence platform that utilizes the Internet of Things (or IoT) and digital twin technology to provide a comprehensive fire and disaster safety platform for fire and disaster monitoring, forecasting, early warning and response, and fire prevention. The platform constructs a 3D virtual representation of the premises that is identical to the system installed in a particular building (which is the function of the digital twin), analyzes the data from the monitoring, data collection, and sensing devices and analyzes the data to simulate the possibility of fire outbreak using an artificial intelligence algorithm in order to diagnose and forecast the exact locations with high risks of fire outbreak.

DAP is composed of three sub-platforms: the Rozeta IoT Platform, the Rozeta Data Platform, and the Rozeta Service Platform. The Rozeta IoT Platform includes robots and advisors, fire detectors, and complex IoT sensors, the Rozeta Data Platform consists of data collection, storage, and processing modules, and the Rozeta Service Platform is comprised of digital twins, dashboards, and a Metaverse environment.

Our platform is fully automated, intelligent, and comprehensive and requires no human intervention

Our platform possesses many advantages over analog fire detectors, which are much more limited than our platform. Analog fire detectors have a limited ability to detect exact ignition points and generally do not forecast or prevent fire or disaster incidents; rather they detect and signal alarms only after a fire outbreak. By contrast, our platform can identify the particular ignition point and forecast potential fire and disaster incidents before an outbreak to decrease response time for faster and more efficient fire suppression, minimizing damage and loss. Our platform is easy to install, with no wiring, has a long life-cycle with a 10-year battery, and is inexpensive to install and maintain.

The Rozeta IoT Platform performs real-time collection of fire and disaster-related data in physical space and is comprised of the following:

Fire detectors, complex IoT sensors (smoke, temperature, humidity, CO, flame, vibration, current, pressure, etc.), and repeater, alert device and control panel.

Wireless IoT detector → Wireless repeater → Hybrid Control Panel (HYBRID) → Automatic alert device.

The Rozeta Data Platform is the backbone for processing and analyzing the collected data and is comprised of the following:

The Rozeta Service Platform intuitively delivers information to users and facilitates responsive actions and is comprised of the following:

These 3 sub-platforms are integrated and function with the following processes & flows:

Each of these platforms are powered by our DAP core competencies, which consist of our analytics module, our algorithm package, and our AI deep learning module.

Since the Company’s establishment in 2015 in Korea as Rozetatech Co., Ltd. (now our subsidiary), Roze AI provides advanced IoT solutions that detect and recognize fire occurrences and possibility in advance and transmit real-time fire alarms through advanced digital sensors and wireless functions for disaster detection such as fire. In addition, it has launched DAP, a disaster prevention platform that combines accumulated data, advanced digital twin technology, and artificial intelligence technology. Our platform has been installed in residential, commercial, and municipal structures, including major national facilities in South Korea, including power plants, military bases, chemical complexes, public housing complexes, and schools.

We have developed a service that detects and predicts disaster risks in real-world sites in advance in a 3D virtual space by converging Digital Twin technology on IIoT (Industrial IoT) technology, and are conducting research and development for the development and commercialization of SoC (system on chip) optimized for AI disaster detection.

Roze AI Product Line-up

Product		Key Features
Detectors
Wireless smoke detector Wireless heat detector Wireless multi-sensor detector		●	Transmits detected fire outbreak signals to a wireless repeater;
		●	Two-way wireless communication with the repeater;
		●	Transmits data to the repeater when the battery capacity of the detector is low;
		●	Reports when the repeater requests a communication inspection;
		●	No confusion when purchasing due to the use of a standard CR17450 battery without wiring;
		●	Button and LED to verify wireless communication during installation;
		●	Button to arbitrarily generate a fire signal (to test the device and to generate a random fire signal for research and development);
		●	Easy installation via wireless technology;
		●	Easy identification of installation locations with unique addresses for each detector on the Control Panel.
Repeater
		●	Transmits detected fire outbreak signals to a wireless Control Panel;
		●	Two-way wireless communication with the detector and the Control Panel;
		●	Transmits data to the Control Panel in the event of a main power or standby power failure;
		●	Reports the status of the detectors when the Control Panel requests a communication inspection;
		●	Button and LED to verify wireless communication during installation;
		●	Equipped with input/output terminals to connect transmitters and alarms;
		●	Steel case manufactured to withstand fire and damage;
		●	Easy identification of installation locations with unique addresses for each repeater on the Control Panel.
Control Panel
		●	Displays fire outbreak signals, low battery signals, and communication signals received from wireless repeaters on a touchscreen monitor;
		●	Displays all installed repeaters on the screen;
		●	Displays all installed detectors by each repeater on the screen;
		●	After selecting all installed repeaters on the touchscreen, the status of the internally connected detector is displayed on the screen by color;
		●	Displays operating status of all repeaters, transmitters, and alarms connected to the Control Panel on the screen;
		●	Displays all functions, including wireless connection test, on the touchscreen;
		●	Monitors and displays the primary role of the wireless Control Panel and detector, repeater, fire situation, and operating status on the screen;

Product		Key Features
		●	Displays all records (log files) regarding the operating status on the screen, which is accessible on the Control Panel apparatus;
		●	Centralized monitoring: Upon receiving signals from all fire-related equipment, key indicators of all equipment are displayed on the monitoring screen;
		●	Centralized control: Allows manual operation of fire alarms, smoke exhaust systems, etc. When a fire occurs, integrated devices such as alarms, fire suppression equipment, and smoke exhaust equipment are automatically activated based on the operation of the detector.
Wired/Wireless Alert System
		●	Displays system status on an LCD screen and manages operation status remotely;
		●	When the main power is cut off, a warning sound is activated, and text messages and phone calls are sent to stakeholders (up to 10 people);
		●	The system can continue operating for at least 1 hour after the main power is cut off, and various event logs are recorded;
		●	In the event of a fire, voice alert notifications are sent immediately via phone calls and text messages to the fire department (119) and other stakeholders;
		●	Simultaneous voice and text alert notifications of a fire incident are sent to the store address and nearby commercial buildings;
		●	Feature allows firmware to be easily upgraded remotely;
		●	Manages administrator phone numbers, text messages, transmissions, sensor locations, addresses, and other functions via smartphone app.
Monitoring System
		●	Forms a wireless fire detection alert notification system data server middleware and comprehensive control service for administrators that allows for the monitoring of fire situations through the connection of multiple IoT fire detectors (heat and smoke detectors, wireless transmitters) and wireless IoT notification server apparatuses;
		●	Establishes a data server and operating software for long-term storage of operational data, including fire event and operation data from IoT fire detectors;
		●	Establishes a control server system operating software that enables remote monitoring of the operating status of IoT fire detectors, contact information modification, and various situations of detection apparatuses in real time, and establishes hardware and server-related middleware;
		●	Real-time monitoring and identification of fire situations through the proposed wireless IoT fire detection alert notification system service (fire detection, danger notification, on-site alarm, network communication and control via on-site IoT apparatuses and smart devices).

Roze AI system and solution

Roze AIoT fire detection system — Smartcol1 Interconnection
		●	Detectors are grouped together and mesh linked to issue a fire alarm.
		●	Internal alarms are only possible within the installation area, and up to 20 detectors are linked per group.
		●	False alarms can be prevented by checking the mutual cross-checking the operation of linked detectors.
Roze AIoT fire detection system — Smartcol Gateway Obelisk
		●	Smartcol Obelisk is equipped with a gateway function, which enables fire alarm text messages to be sent to pre-registered parties, i.e. fire departments, building managers, neighbors or other relevant parties in the event of a fire, enabling a rapid fire response.
Roze AIoT fire detection system — Smartcol Wallpad & monitoring
		●	By adding a monitoring system to the Smartcol Gateway Obelisk configuration, you can check the location and real-time status of the installed detector using a web server.
		●	Suitable solution for home users.
ROZE AIoT fire detection system — Smartcol Commercial System Pro
		●	Up to 30,000 detectors can be linked to one Control Panel.
		●	Both wired and wireless repeaters and Control Panels can monitor and detect fires and are suitable for large scaled buildings such as apartment buildings, commercial complexes, warehouses, and factories.

ROZE AIoT fire detection system — Smartcol Infrared & obelisk
		●	AI-type video-based fire detection system that can measure temperature by a thermal imaging camera and identify false fire alarms (unwanted fire alerts).
ROZE AIoT fire detection system — Smartcol PIR & Gateway Obelisk
		●	Detect movement by using a motion sensor.
		●	Can be linked with Smartcol Wallpad & monitoring system.
ROZE AIoT fire detection system — Smartcol Arc & Gateway Obelisk
		●	Electrical leakage detection which functions by applying a leakage detection sensor.
		●	Can be linked with Smartcol Wallpad & monitoring system.
ROZE AIoT fire detection system — Smartcol Web Monitoring System
		●	Monitoring system that can be implemented in various ways, such as standalone method and gateway method.
		●	Cloud server based anytime, anywhere real-time monitoring system via internet connection.

Competitive Strengths

We believe the following competitive strengths are essential for our success and differentiate us from our competitors:

As a pioneer in the field of AI based fire disaster prevention technology, Roze AI has focused on developing disaster prevention technologies and solutions. The Company has developed its own patent-based key element technology and has conducted research and development to expand and secure a strong technology portfolio including the DAP (Disaster AI Platform), DAP Fire4Cast Service, Disaster AI SoC (System on Chip) and next generation 6G related technologies.

We believe with respect to our technology, we have the following competitive strengths:

The AI technology used by the Company is not generative AI, such as large language models designed to generate text or images. Rather, our AI is focused on the analysis of physical environmental data collected from buildings and facilities and may be characterized as “Physical AI” or “Sensing AI.” This form of AI is designed to analyze time-series sensor data, including temperature, smoke, humidity, gas levels, and electrical usage patterns, to identify abnormal conditions and assess the risk of fire or other disasters before an event occurs.

We combine this Physical AI with digital twin technology, which enables us to create a virtual representation of a physical structure and its operating environment. By analyzing airflow, environmental conditions, and risk factors within this digital twin framework, our platform goes beyond simple detection or post-event alerts and provides predictive, prevention-oriented disaster safety solutions.

Our core AI algorithms, Fire Risk Index models, data processing logic, and predictive analytics are developed entirely in-house. We do not rely on, integrate with, or deploy third-party generative AI platforms, including OpenAI, DeepSeek, or similar services, in connection with our core AI functionality.

To enhance development efficiency, we may utilize industry-standard open-source libraries, such as PyTorch or Scikit-learn. These tools are used solely as general-purpose development frameworks and do not form part of our proprietary intellectual property. Our core competitive advantage is derived from our proprietary datasets, internally developed algorithms, and application-specific logic.

When Roze AI Korea Co., Ltd. was founded in 2015, the Company’s technology primarily consisted of an IoT-based fire detection system that transmitted alerts after smoke or heat was detected. This early system was largely reactive in nature and focused on post-event notification.

Over approximately nine years, we have accumulated extensive proprietary datasets derived from real-world fire and non-fire events. As our AI algorithms have evolved and been trained on this growing body of data, our Disaster AI Platform (“DAP”) has transitioned into a predictive system that evaluates pre-ignition risk conditions. The platform now generates a Fire Risk Index, which quantifies fire risk levels and identifies vulnerable areas in advance, enabling proactive risk mitigation.

This technological evolution reflects the Company’s transition from a hardware-centric fire alert solution provider to a data-driven disaster safety platform company. We intend to continue enhancing our AI models and predictive accuracy through ongoing data accumulation, algorithm refinement, and system optimization.

To manage fire risks, DAP collects and analyzes key facility data and AIoT sensor data in real time to monitor the fire risk by location, facility, and fuel, and quantify the fire risk status by applying the fire risk index generated by the Roze AI artificial intelligence algorithm. Through this, DAP can determine the level of fire risk and predict the possibility of fire in advance, named as “Fire4Cast”.

The R&D timeline of Roze AI SoC is as follows:

The SoC currently under development is designed primarily to optimize and enhance the performance of our Disaster AI Platform (“DAP”). The SoC is intended to function as a core component within the DAP ecosystem to strengthen sensor data processing and edge computing capabilities. Our current development efforts are focused on deployment within the DAP platform. Following technical stabilization, we may evaluate limited interoperability with third-party solutions within the broader fire and safety domain.

The development of the SoC follows a conventional, multi-phase semiconductor development process. We are currently in the engineering sample stage. Based on our current development roadmap, we expect the transition from the initial prototype phase to the engineering sample stage to take approximately 12 to 18 months, followed by an additional 6 to 12 months for mass production and optimization. Accordingly, we do not expect commercialization of the SoC and any related revenue generation to occur prior to 2027, and we do not expect the SoC to generate material revenue within the next 12 months.

We estimate that the total funding required to complete development of the SoC and prepare it for commercialization will be. Of this amount, we expect to allocate approximately $8.0 million to research and development activities, including semiconductor design intellectual property (IP) licensing, electronic design automation (EDA) tools, and R&D personnel costs. We expect to allocate an additional approximately $1.0 million to mask production and other manufacturing preparation costs associated with mass production.

The SoC is not intended to replace our existing DAP platform, but rather to complement and enhance it. We expect the integration of a dedicated SoC into the DAP platform to deliver the following benefits:

The SoC under development is designed primarily for civilian fire safety and disaster prevention applications. At this time, the Company is not aware of any material export control restrictions or regulatory classifications that would materially limit the development or commercialization of the SoC. However, we will continue to monitor applicable export control regimes and regulatory requirements in relevant jurisdictions and will comply with such requirements as necessary.

We believe, with respect to our business development we have the following competitive strengths and differentiation points:

Growth Strategies

Roze AI has focused on developing differentiated technologies and products that can resolve the limits of existing fire detection solutions and stimulate new market demand & create value such as AI-applied solutions to increase the safety of living environments. We intend to develop our business by implementing the following strategies through differentiation, qualification and globalization:

Integrating Roze AI patented core technologies for fire and disaster detection, prevention, forecasting and management system with industry standards and norms such as AI and upcoming 6G technologies, Roze AI plans to create its comprehensive fire and disaster prevention and forecasting service platform business.

In our domestic market, we plan on focusing on the G2B market sector by participating in government projects, such as supplying, operating, and maintaining our fire/disaster prevention and management services to various customer groups by governmental budgets, such as central government/provincial government and public institutes, traditional markets, and armed forces facilities, especially online bidding projects, as Roze AI has been nominated as a PPS (Public Procurement Service) certified solution supplier for safety & fire detection solution sector.

Based on accumulated technology, know-how, and product competitiveness, we plan to pioneer global markets and, especially in the North American region, actively promote our business through partnerships with overseas business partners. In addition, we plan to strengthen cooperation with construction, real estate development, local governments, and design firms in each region.

We aim to maximize sales and profits through performance-oriented business operations, and to this end, we plan to establish and implement the following business execution strategies.

Corporate History and Structure

Roze AI Inc. was incorporated under the laws of the British Columbia, Canada on April 7, 2023.

The following chart illustrates our corporate structure.

Our Marketing Channel

Roze AI operates strategic marketing channels that are tailored to three market segments: B2B, B2G, and B2C.

The company aims to maximize sales and profits in the Korean domestic market through new construction and redevelopment or renovation of existing buildings, including commercial buildings, manufacturing production plants and power plants, large-scale residential complexes and traditional local market complexes. Based on the success of the domestic market, the company will advance into the global market, focusing on emerging markets.

Based on differentiated product competitiveness and track record in the B2B market, we will seek to secure a leading position in the Korean public procurement market targeting government agencies, the military, and public institutions, and also strive to develop overseas public procurement markets through collaboration with local business partners.

Secure stable revenue base through a cloud-based subscription service for wireless fire detection, monitoring and alarm systems targeting individual homes, home offices, and small offices.

Roze AI’s projects generally follow the following six-step process from sales & promotional activities to secure projects to completion:

The billing processes, including issuing invoices to receive payment for the project, are as follows:

Roze AI selects and partners with external third-party sales representatives or partners who can play a key role in supporting project wins on a project-by-project basis or in specific market segments and leading to final contract signing through the following process:

Research and Development

Roze AI is actively conducting research and development across the following six core technology areas, centered around the Disaster Digital-Twin AI Platform (DAP), a digital twin-based AI platform. Each technology area is operated as a module modification while being organically integrated to maximize the overall performance, intelligence, and scalability of DAP.

AIoE Device (AI of Everything) - Hyper-Realistic AI-Integrated Detection Device

A multi-functional detection device that integrates artificial intelligence into IoT sensors, capable of detecting various physical data such as fire, gas, temperature, humidity, vibration, carbon monoxide (CO), and electric current.

Disaster AI Solution — AI Engine for Disaster Prediction

AI ASIC Chip (SoC) - RF + MCU-Based AI Operation Chip

A dedicated application-specific integrated circuit (ASIC) optimized for the DAP platform, integrating RF communication capabilities and MCU-based AI processing. It serves as a key component for deployment in field terminal devices.

DAP Cloud Service — Cloud-Based AI Platform Service

A comprehensive end-to-end platform that connects sensor data collection, AI-driven analysis, and real-time visualization in a unified cloud environment.