KIDZ AI Inc-B美股招股说明书(2026-07-22版)

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 Stockhup to 151,112,186 shares of our Class B common stock, par value $0.0001 per share (the “Common Stock”), that may be issued bySelling Stockholder pursuant to that certain ChEF Purchase Agreement, dated as of May 21, 2026, by and between us and thStockholder (the “Purchase Agreement”) pursuant to which, subject to certain conditions precedent contained therein, we have the righthe obligation, to issue and sell to the Selling Stockholder, and the Selling Stockholder must purchase from us, up to an aggregatmillion in newly issued shares of Common Stock (the “Facility”). For a more complete discussion of the terms and conditions of theAgreement, see the discussion under the heading “The ChEF Purchase Agreement.” Subject to certain conditions and limitationscontrol 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 Commonthe Selling Stockholder. However, we may receive up to $100.0 million in aggregate gross proceeds from the Selling StockholderPurchase Agreement in connection with sales of shares of Common Stock to the Selling Stockholder pursuant to the Purchase Agreemthe date of this prospectus. In addition, pursuant to the Purchase Agreement, we agreed to reimburse the Selling Stockholder for cerexpenses. The Selling Stockholder may offer, sell or distribute all or a portion of the shares covered by this prospectus in the open market ortransactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the regithese shares, including with regard to compliance with state securities or “blue sky” laws. The timing and amount of any sale are withidiscretion of the Selling Stockholder. The Selling Stockholder is an underwriter under the Securities Act of 1933, as amended (the “Act”), and any profit on the sale of the shares by it and any discounts, commissions or concessions received by it will be deemunderwriting discounts and commissions under the Securities Act. Although the Selling Stockholder is obligated, subject to certain cto purchase shares of our Common Stock under the terms of the Purchase Agreement to the extent we choose to sell such shares to it,be no assurance that the Selling Stockholder will sell any or all of the shares purchased under the Purchase Agreement pursuaprospectus. 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 July 21, 2026, the last repprice of our Common Stock was $0.56 per share. We are an “emerging growth company” under federal securities laws and are subject to reduced public companyrequirements. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described uheading “Risk Factors” beginning on page 5 of this prospectus, in any amendment or supplements to this prospectus and inrecent 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 disappthese securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal of The date of this prospectus is July 22, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUSMARKET AND INDUSTRY DATACAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSTHE ChEF PURCHASE AGREEMENTUSE OF PROCEEDSMARKET INFORMATION FOR COMMON STOCK AND DIVIDEND POLICYSELLING STOCKHOLDERPLAN OF DISTRIBUTION (CONFLICT OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF DOCUMENTS BY REFERENCE ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEshould rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment ththe documents incorporated by reference herein, or to which we have referred you, before making your investment decision. Neither we nor the Selling Stockholder have authorized anyone to provide you with any information other than that provided in this pas well as any information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor tStockholder can provide any assurance as to the reliability of any other information that others may give you. Neither we nor thStockholder are making an offer of these securities in any jurisdiction whe