Agroz Inc., an agricultural technology company, is planning an initial public offering (IPO) to raise capital for capital expenditures, operating expenses, research and development, marketing, and potential acquisitions. The company is offering 2,500,000 ordinary shares at an expected price of $4.00 per share, aiming to raise $10 million before expenses. The IPO includes an over-allotment option for underwriters to purchase an additional 375,000 shares. Agroz Inc. is a fully vertically integrated agricultural technology company applying technology solutions, innovative business models, processes, and systems to design, build, manage, and operate indoor CEA vertical farms. The company's revenue model includes designing and constructing indoor vertical farms, operating and managing indoor CEA vertical farms, selling CEA vertical farms, and selling fresh produce. Agroz OS is a holistic system that enables operation of the vertical farms. The company faces risks including a limited operating history, operating in a new and uncertain industry, potential inability to recoup operating costs, and challenges in maintaining a skilled labor supply. The company has identified material weaknesses in its internal controls. Agroz Group has two software development service contracts with Braiven Co., Ltd., an entity significantly influenced by our Chief Technology Officer, in amounts of approximately $500,000 and $4,000,000. Agroz Group has also in the past sold CEA vertical farm solutions to Agroz Ventures, an entity significantly influenced by the Company, which totaled approximately $900,000 in the fiscal year ended December 31, 2023. The company plans to settle such liabilities and operating expenses using operating income instead. The company is an emerging growth company and a foreign private issuer, which allows for reduced reporting requirements.