Roze Ai (RZAI) Registration filing summary

Company overview and business model

• Specializes in AI-driven disaster prevention technology, offering a digital twin AI wireless fire system (DAP) for early fire detection, prevention, and alerting, primarily in South Korea.

• Business model has shifted from small-scale product sales to large-scale, integrated system installations for B2G and B2B clients, with future plans for subscription-based services and international expansion.

• Holds a robust patent portfolio in Korea, the US, and under the PCT, and develops proprietary AI and IoT solutions, including an in-house SoC for disaster detection.

• Plans to commercialize its SoC by 2027, aiming to enhance DAP performance and enable new product lines.

Financial performance and metrics

• 2025 revenue was $2.3M, down from $8.2M in 2024, due to delayed project execution amid a construction sector downturn in Korea.

• Net loss for 2025 was $6.0M, with an accumulated deficit of $16.8M as of year-end; auditor raised substantial doubt about going concern.

• Cash and cash equivalents at year-end 2025 were $1.08M; company expects to require additional funding to sustain operations through 2026.

• Cost of revenue, G&A, and marketing expenses all decreased in 2025, while R&D expenses increased to $2.4M.

• Backlog as of December 2025 was $526.8M across 32 projects, with $252.2M expected to commence in the next 12 months, subject to project financing.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of registered shares; proceeds from a $9M private placement of Class C Preferred Shares will be used for general corporate purposes, including R&D and working capital.

• Estimated $8M will be allocated to SoC development and $1M to manufacturing preparation.