The news
Roze AI Inc., a South Korea-based developer of AI fire-risk software, said its common shares were expected to begin trading on the Nasdaq Capital Market under the ticker RZAI on September 29, 2026. It is listing directly, raising no money in the listing itself.
In a direct listing, a company lists existing shares without an underwritten offering. Roze AI's prospectus, filed with the Securities and Exchange Commission as Amendment No. 4 on September 8, 2026, registers the resale of up to 18,138,565 common shares by shareholders: 13,878,565 outstanding shares and 4,260,000 shares issuable when warrants are exercised. The company states that it will not receive proceeds from those sales and that no underwriters are engaged on a firm-commitment basis. According to the filing, the opening price is set by Nasdaq from pre-opening buy and sell orders. RBW Capital Partners is the financial advisor.
Before the listing, the prospectus says, Roze AI agreed to sell 1,250,000 Class C preferred shares to an investor in a private placement at $8.00 per share, for gross proceeds of $10 million. The conversion price of those preferred shares has a floor that starts at $4.00 and falls to $1.00 no later than 120 days after issuance, according to the filing. In May 2026, Renaissance Capital, reviewing an earlier version of the filing, calculated that an $8.00 private placement price implied a market value of about $933 million.
Roze AI is a British Columbia corporation that operates through a Korean subsidiary, Roze AI Korea Co., Ltd., with its principal office in Seongnam-si, South Korea. Its Disaster AI Platform combines wireless sensors, data analytics and digital twin simulation, a virtual model of a building. According to the company's announcement, the platform analyzes building sensor data and facility information to calculate a Fire Risk Index, and its Fire 4Cast system uses that index to provide fire-risk information aimed at prevention. The prospectus says the platform has been installed at government facilities, military bases and power plants in Korea.
The financial picture is small and shrinking. According to the prospectus, revenue fell to $2,295,237 in 2025 from $8,225,475 in 2024, while the net loss widened to $6,030,257 from $1,444,257. The company attributed the decline to large projects being pushed into the next fiscal year amid economic uncertainty and a construction slowdown in South Korea. The filing states there is substantial doubt about the company's ability to continue as a going concern, and it reported an accumulated deficit of $16,754,384 as of December 31, 2025.
Chief executive Young Jin Cho holds 58% of the total voting power through common and Class A preferred shares, and the prospectus says that will be 61% after the listing. The company describes itself as a controlled company, a foreign private issuer and an emerging growth company. In the announcement, Cho thanked employees, shareholders and partners.
The numbers
- Shares registered for resale
- 18,138,565 (incl. 4,260,000 warrant shares)
- Proceeds to Roze AI from listing
- None
- Class C preferred private placement
- 1,250,000 shares at $8.00; $10 million gross
- 2025 revenue
- $2,295,237 (2024: $8,225,475)
- 2025 net loss
- $6,030,257 (2024: $1,444,257)
- CEO voting power after listing (prospectus)
- 61%
Why CEOs should care
For boards and CFOs of smaller companies weighing a path to public markets, Roze AI shows what a direct listing does and does not provide. It offers a listing without underwriters or a marketed offering, but it raises no money in the listing itself, and the opening price comes from whatever buy and sell orders show up. Before choosing this route, ask where growth capital will come from, who will provide trading liquidity and research coverage, and how the board will manage employee and investor expectations if the stock is volatile.
For government agencies, builders and facility operators that buy fire-safety or building-sensor technology, vendor viability is the first diligence item. A going concern warning, a sharp revenue decline and a history of losses do not mean a vendor will fail, but they raise the stakes of long contracts. Procurement teams should ask about multi-year support commitments, data ownership and export if the service ends, and how often the vendor will publish financial results as a foreign private issuer.
For investors and governance watchers, the structure matters as much as the technology. The chief executive holds majority voting control, the company qualifies for reduced requirements as a controlled company and foreign private issuer, and the Class C preferred shares carry a conversion price floor that falls to $1.00 within 120 days of issuance. A lower conversion price generally means more common shares on conversion. This article is not investment advice.
The bigger picture
Roze AI's listing shows that the direct listing route is open to small, loss-making companies. For a company with about $2.3 million in 2025 revenue, the approach puts shares on Nasdaq without the cost of an underwritten offering, but it also skips the investor roadshow and price-setting process that an IPO provides. Renaissance Capital's $933 million implied value, based on a private placement price in an earlier filing, sits alongside revenue figures that are small by public-market standards.
What’s next
The first test is how Nasdaq's opening auction prices the shares and how much trading volume follows. After that, watch whether warrants are exercised, how the Class C preferred conversion floor steps down to $1.00 within 120 days of the shares' issuance, and whether the large Korean projects that the company says were deferred from 2025 show up in its first financial reports as a public company.
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