KIDZ AI Inc.

As filed with the Securities and Exchange Commission on June 26, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

KIDZ AI INC.

(Exact Name of Registrant as Specified in Its Charter)

8200

(Primary Standard Industrial Classification Code Number)

450 7th Avenue, Suite 905

New York, NY 10123

**(800)345-9588 **

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Hui Luo

Chairwoman and Chief Executive Officer

450 7th Avenue, Suite 905, Suite 905

New York, New York 10123

(800) 345-9588

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Jeffrey M. Gallant

Eric T. Schwartz

Graubard Miller

405 Lexington Avenue 44 th Floor

New York, New York 10174

(212) 818-8800

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 a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, 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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities 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 is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

KIDZ AI INC.

151,112,186 Shares of Class B Common Stock

This prospectus relates to the offer and resale from time to time by Chardan Capital Markets LLC (“Chardan” or the “Selling Stockholder”) of up to 151,112,186 shares of our Class B common stock, par value $0.0001 per share (the “Common Stock”), that may be issued by us to the Selling Stockholder pursuant to that certain ChEF Purchase Agreement, dated as of May 21, 2026, by and between us and the Selling Stockholder (the “Purchase Agreement”) pursuant to which, subject to certain conditions precedent contained therein, we have the right, but not the obligation, to issue and sell to the Selling Stockholder, and the Selling Stockholder must purchase from us, up to an aggregate of $100 million in newly issued shares of Common Stock (the “Facility”). For a more complete discussion of the terms and conditions of the Purchase Agreement, see the discussion under the heading “The ChEF Purchase Agreement.” Subject to certain conditions and limitations, we will control the timing and amount of any sales of shares of Common Stock to the Selling Stockholder pursuant to the Purchase Agreement.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of our Common Stock by the Selling Stockholder. However, we may receive up to $100.0 million in aggregate gross proceeds from the Selling Stockholder under the Purchase Agreement in connection with sales of shares of Common Stock to the Selling Stockholder pursuant to the Purchase Agreement after the date of this prospectus. In addition, pursuant to the Purchase Agreement, we agreed to reimburse the Selling Stockholder for certain of its expenses.

The Selling Stockholder may offer, sell or distribute all or a portion of the shares covered by this prospectus in the open market or in private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of these shares, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sale are within the sole discretion of the Selling Stockholder. The Selling Stockholder may be deemed an underwriter under the Securities Act of 1933, as amended (the “Securities Act”), and any profit on the sale of the shares by it and any discounts, commissions or concessions received by it may be deemed to be underwriting discounts and commissions under the Securities Act. Although the Selling Stockholder is obligated, subject to certain conditions, to purchase shares of our Common Stock under the terms of the Purchase Agreement to the extent we choose to sell such shares to it, there can be no assurance that the Selling Stockholder will sell any or all of the shares purchased under the Purchase Agreement pursuant to this prospectus. The Selling Stockholder will bear all commissions and discounts, if any, attributable to its sale of shares.

Our Common Stock is listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “KIDZ.” On June 25, 2026, the last reported sale price of our Common Stock was $0.8272 per share.

We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of this prospectus, in any amendment or supplements to this prospectus and in our most recent Annual Report on Form 10-K, which are incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.

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