ROZE AI INC.

F-11 ea0306952-f1_roze.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on September 30, 2026

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form F-1

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: From time to time 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 SEPTEMBER 30, 2026

ROZE AI INC.

19,814,230 Common Shares

This prospectus relates to the registration of the resale of up to 19,814,230 of the common shares, no par value (the “Common Shares”) of Roze AI Inc. by the Selling Shareholders identified in this prospectus (the “Selling Shareholders”), consisting of (i) up to 18,750,000 Common Shares issuable upon conversion of the Class C Preferred Shares issued by the Company to accredited investors on September 28, 2026, and (ii) 1,064,230 Common Shares (the “Advisory Stock”) that were issued to a financial advisor (the “Advisor”) in connection with services rendered in connection with the listing of our Common Shares on Nasdaq (see “Corporate History and Structure”). The Class C Preferred Shares that were issued to the investors and the Common Shares that were issued to the Advisor were issued in private placements.

We are registering the Common Shares issuable upon conversion of the Class C Preferred Shares pursuant to the investors’ registration rights contained in that certain Registration Rights Agreement, dated September 4, 2026. We are registering the Advisory Stock pursuant to the engagement agreement with the Advisor, dated August 4, 2025.

The Selling Shareholders may, or may not, elect to sell their Common Shares covered by this prospectus, as and to the extent they may determine. The Selling 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. See “Plan of Distribution” for further information. If the Selling Shareholders choose to sell their Common Shares, we will not receive any proceeds from the sale of Common Shares by the Selling Shareholders.

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.

Our Common Shares currently trade on The Nasdaq Capital Market, or Nasdaq, under the symbol “RZAI.” The last reported closing price of our Common Shares on September 29, 2026 was $17.17.

We are 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 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 has 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 Selling 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 Selling Shareholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. The Selling 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.

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