ROZE AI INC. — Form F-1
Filed September 30, 2026 · analyzed by the Registration Agent
F-1
— Neutral
significance 28/100
What the filing says
On September 28, 2026, Roze AI closed a private placement of 1,250,000 Class C Preferred Shares at $8.00/share ($10M gross) to accredited investors. On September 29, 2026, the company completed its direct listing on Nasdaq (symbol RZAI) at $17.17/share. This F-1 registers 19,814,230 common shares for resale by selling shareholders: 18,750,000 issuable upon conversion of the Class C Preferred Shares (at a variable conversion price of 80% of 5-day lowest closing price, floor $4.00 initially declining to $1.00), and 1,064,230 shares issued to financial advisor RBW Capital Partners. The company receives no proceeds from these resales.
Why this rating
Routine registration statement for secondary resales post-IPO. No direct capital to company; going-concern doubts remain despite fundraise. South Korea construction downturn materially pressures near-term revenue.
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