KIDZ AI Inc（KIDZ, KIDZW）美股招股说明书 S-1（2026-06-29首版）（英文版）（34页）.pdf

1、 As filed with the Securities and Exchange Commission on June 26,2026Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM S-1REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 KIDZ AI INC.(Exact Name of Registrant as Specified in Its Charter)8200(Primary

2、Standard Industrial Classification Code Number)Nevada 99-2827182(State or Other Jurisdictionof Incorporation or Organization)(I.R.S.EmployerIdentification Number)450 7th Avenue,Suite 905New York,NY 10123(800)345-9588(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants

3、Principal Executive Offices)Hui LuoChairwoman and Chief Executive Officer450 7th Avenue,Suite 905,Suite 905New 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.GallantEric T.SchwartzGraubard Miller405 Lex

4、ington Avenue 44th FloorNew 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 thisregistration statement.If any of the securities being registered on this form are to be offered on a delayed or continuous ba

5、sis pursuant to Rule 415 underthe 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 thefollowing box and list the Securities Act registration statement number of the earlier eff

6、ective registration statement for the sameoffering.If this form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.I