Roze Ai (RZAI) Registration filing summary

Company overview and business model

• Operates as a holding company with a wholly owned South Korean subsidiary specializing in AI-driven disaster prevention technology, notably the DAP (Disaster AI Platform) integrating IoT, digital twin, and AI for fire detection and prevention.

• DAP platform is installed in major government, military, and industrial facilities in Korea, with plans for global expansion, including partnerships in the US and Vietnam.

• Business model is transitioning from small-scale product sales to large-scale, integrated system solutions for B2G and B2B clients, with future plans for subscription-based services.

• R&D focus includes development of a proprietary SoC (System on Chip) for real-time disaster data processing and energy harvesting, with commercialization expected post-2027.

• Holds a robust IP portfolio with 20 registered patents and multiple pending applications across Korea, the US, and PCT jurisdictions.

Financial performance and metrics

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

• Net loss for 2025 was $6.0M, with an accumulated deficit of $16.8M as of year-end 2025.

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

• Cost of revenue in 2025 was $1.67M; R&D expenses increased to $2.39M, reflecting expanded development activities.

• Auditor's report includes a going concern warning due to recurring losses and liquidity constraints.

Use of proceeds and capital allocation

• No proceeds will be received from the resale of shares by registered shareholders in the direct listing.

• $10M raised in a private placement of Class C Preferred Shares prior to listing, with proceeds allocated to R&D, working capital, and operational expansion.

• Ongoing capital needs expected to be met through strategic partnerships, additional private placements, and operational cash flow.