Roze Ai (RZAI) Registration filing summary

Company overview and business model

• Operates as a holding company with primary operations in South Korea, 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, offering predictive analytics and real-time monitoring.

• Business model is transitioning from small-scale product sales to large-scale, integrated system solutions for B2G and B2B clients, with future plans for B2C and subscription-based services.

• Developing proprietary SoC (System on Chip) to enhance platform performance, with commercialization expected post-2027.

• Holds a robust IP portfolio with 20 registered patents and 22 pending applications across Korea, the US, and PCT.

Financial performance and metrics

• 2025 revenue was $2.3M, down from $8.2M in 2024, due to project delays and macroeconomic headwinds in South Korea's construction sector.

• 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 assets $9.6M; total liabilities $9.9M.

• Auditor expressed substantial doubt about ability to continue as a going concern, with future operations dependent on additional financing.

• 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

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

• $9M raised in a private placement of Class C Preferred Shares prior to listing, with proceeds allocated to R&D, working capital, and operational expansion.

• Estimated $1.1M in offering-related expenses; ongoing capital needs expected to be met through operations, partnerships, and additional financings.