Exhibit 99.3

 

January 22, 2026

 

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, N.E.

Washington, D.C. 20549

 

Re: Roze AI Inc.
  Confidentially Submitted Draft Registration Statement on Form F-1
  Application for Waiver of Requirements of Form 20-F, Item 8.A.4
  File No. 333-

 

Ladies and Gentlemen:

 

I am the Chief Financial Officer of Roze AI Inc., a British Columbia corporation (the “Company”). The Company has confidentially filed with the Securities and Exchange Commission (the “Commission”) a Draft Registration Statement on Form F-1, as amended (the “Registration Statement”) relating to a proposed direct listing (“Direct Listing”) of the Company’s Common Shares. This letter respectfully requests a waiver of the requirements of Item 8.A.4 of Form 20-F.

 

The Registration Statement at the time it is declared effective by the Securities and Exchange Commission will contain audited financial statements for the two years ended December 31, 2025 and 2024, in each case prepared in conformity with international financial reporting standards. Item 8.A.4 of Form 20-F, which is applicable to the Registration Statement pursuant to Item 4(a) of Form F-1, states that, because this will be the equivalent of the Company’s initial public offering, the Registration Statement must include audited financial statements of a date not older than 12 months unless a waiver is obtained. See also Division of Corporation Finance, Financial Reporting Manual, Section 6220.3.

 

Item 8.A.4 of Form 20-F states that in the case of a company’s initial public offering, the registration statement on Form F-1 must contain audited financial statements as of a date not older than 12 months from the date of filing. Instruction 2 to Item 8.A.4 provides that a company may instead comply with the 15-month requirement of such item “if the company is able to represent that it is not required to comply with the 12-month requirement in any other jurisdiction outside the United States and that complying with the 12-month requirement is impracticable or involves undue hardship.” See also the Staff’s 2004 release entitled International Reporting and Disclosure Issues in the Division of Corporation Finance (available on the Commission’s website at http://www.sec.gov/divisions/corpfin/internatl/cfirdissues1104.htm), Section III.B.c, in which the Staff notes:

 

“The instruction indicates that the staff will waive the 12-month requirement where it is not applicable in the registrant’s other filing jurisdictions and is impracticable or involves undue hardship. As a result, we expect that the vast majority of IPOs will be subject only to the 15-month rule. The only times that we anticipate audited financial statements will be filed under the 12-month rule are when the registrant must comply with the rule in another jurisdiction, or when those audited financial statements are otherwise readily available.” (emphasis added)

 

 

 

 

We hereby respectfully request that the Staff of the Commission waive the requirement of Item 8.A.4 of Form 20-F applicable to the Registration Statement. In connection with this request, the Company represents to the Commission that:

 

  1. The Company is not required by any jurisdiction outside the United States to prepare, and has not prepared, financial statements audited under any generally accepted auditing standards for any interim period.
     
  2. Compliance with Item 8.A.4 is impracticable and involves undue hardship for the Company.
     
  3. The Company does not anticipate that its audited financial statements for the year ended December 31, 2025, will be available until mid-April 2026.
     
  4. In no event will the Company seek effectiveness of the Registration Statement if its audited financial statements are older than 15 months at the time of the public filing.

 

We are filing this letter as an exhibit to Amendment No.1 pursuant to instruction 2 to Item to Item 8.A.4 of Form 20-F.

 

Very truly yours,  
   
/s/ Eric Sherb   
Eric Sherb  
Chief Financial Officer