ROZE AI INC.

F-1/A 1 ea0302951-f1a3_roze.htm AMENDMENT NO. 3 TO FORM F-1

As filed with the Securities and Exchange Commission on August 21, 2026

Registration No. 333-295740

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1/A

(AMENDMENT NO. 3)

****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 AUGUST 21, 2026

ROZE AI INC.

18,138,565 Common Shares

This prospectus relates to the registration of the resale of up to 18,138,565 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 13,878,565 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.

We previously issued to the Advisor 1,064,230 Common Shares (“Advisory Stock”) in connection with services rendered in connection with the Direct Listing (see “Corporate History and Structure”). Such shares are not registered under this prospectus and the Advisor is not 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 an accredited investor 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 an agreement with an investor to sell 1,125,000 Class C Preferred Shares for gross proceeds of $9,000,000. 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, which will initially be $4.00, and will be subject to certain downward adjustments such that, no later than 120 days from the date of the initial issuance of the Class C Preferred Shares, the floor price will be $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 101.

We have agreed to file a resale registration statement with respect to the Advisory Stock and 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 126 of this prospectus.

We have applied to list our Common Shares on the Nasdaq Capital Market under the symbol “RZAI”. 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 6,999,744 Common Shares and 61,000,000 Class A Preferred Shares, representing 58% 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 61% 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.

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