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), which integrates IoT, digital twin, and AI for fire detection and prevention.

• DAP is installed in major government, military, and industrial facilities in Korea and is certified for stability and disaster prevention.

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

• Developing a proprietary SoC (System on Chip) to enhance real-time disaster data processing and enable energy harvesting for autonomous operation.

• Holds a portfolio of patents in Korea, the US, and under the PCT, and focuses on in-house R&D for AI, IoT, and digital twin technologies.

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.

• Cash and cash equivalents at year-end 2025 were $1.08M; total indebtedness was $6.45M.

• Backlog as of December 31, 2025, was $526.8M across 32 projects, with $252.2M expected to be recognized as revenue in the next 12 months.

• Auditor's report includes a going concern warning due to recurring losses and reliance on additional financing.

Use of proceeds and capital allocation

• The company will not receive proceeds from the resale of shares by registered shareholders in the direct listing.

• Raised $9M in a private placement of Class C Preferred Shares to support liquidity and ongoing operations.

• Proceeds from private placements are allocated to R&D, working capital, and business expansion.