SecProbe.io

United States securities and exchange commission logo
January 3, 2023
Lee Jacobson
Chief Executive Officer
Robot Cache US Inc.
4330 La Jolla Village Drive, Suite 200
San Diego, California 92122
Re:Robot Cache US Inc.
Post-Effective Amendment to the Offering Statement on Form 1-A
Filed December 6, 2022
File No. 024-11954
Dear Lee Jacobson:
            We have reviewed your amended offering statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your offering statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your offering statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment to the Offering Statement on Form 1-A Filed December 6, 2022
Risk Factors, page 6
1.Please discuss how recent market events, including the bankruptcies of certain crypto
market participants, and the downstream effects of those events have impacted or may
impact your business, service providers, counterparties and market in which you operate,
either directly or indirectly. For example, discuss the potential impact of the platform
limiting its services or ability for users to earn IRON as a result of these events.
2.To the extent material, discuss any reputational harm you may face in light of the recent
disruption in the crypto asset markets.  For example, discuss how market conditions have
affected how your business is perceived by customers, counterparties, and regulators, and
whether there is a material impact on your operations or financial condition.

 FirstName LastNameLee Jacobson
 Comapany NameRobot Cache US Inc.
 January 3, 2023 Page 2
 FirstName LastNameLee Jacobson
Robot Cache US Inc.
January 3, 2023
Page 2
3.Describe any material risks related to safeguarding your crypto assets. Describe any
material risks to your business and financial condition if your policies and procedures
surrounding the safeguarding of crypto assets, conflicts of interest, or comingling of assets
are not effective.
4.To the extent material, describe any gaps your board or management have identified with
respect to risk management processes and policies in light of current crypto asset market
conditions as well as any changes they have made to address those gaps.
5.To the extent material, describe any of the following risks due to disruptions in the crypto
asset markets:

•Risk from depreciation in your stock price.
•Risk of loss of customer demand for your products and services.
•Financing risk, including equity and debt financing.
•Risk of increased losses or impairments in your investments or other assets.
•Risks of legal proceedings and government investigations, pending or known to be
threatened, in the United States or in other jurisdictions against you or your affiliates.
•Risks from price declines or price volatility of crypto assets.
Description of Business, page 24
6.If material to an understanding of your business, discuss any steps you take to safeguard
your customers’ crypto assets and describe any policies and procedures that are in place to
prevent self-dealing and other potential conflicts of interest.  Describe any policies and
procedures you have regarding the commingling of assets, including customer assets, your
assets, and those of affiliates or others.  Identify what material changes, if any, have been
made to your processes in light of the current crypto asset market disruption.
7.We note your disclosure on page 24 that "the Company is able to select from a number of
blockchains” to validate transactions.  We also note your statements on page F-9 that the
Company earns revenue by providing resources to the CSPR blockchain network and that
the Company is awarded tokens for rendering these services.  Please revise as follows:

•affirmatively identify all of the crypto assets that you mine, hold, or transact in;
•discuss your intentions to mine, hold, or transact in any other crypto assets and
update this disclosure in future filings as appropriate;
•describe your process, if any, for analyzing whether a particular crypto asset that you
intend to mine, hold, or transact in is a "security" within the meaning of Section
2(a)(1) of the Securities Act. Disclose that this is a risk-based judgment and does not
constitute a legal determination binding on regulators or the courts; and
•expand your risk factors to describe the specific potential consequences to you and to
investors if it is subsequently determined that you have participated in the
unregistered issuance or distribution of securities, including the specific risks inherent
in your business model that may necessitate corrective measures as a result of judicial
or regulatory actions. Prominently disclose this risk in the Summary.

 FirstName LastNameLee Jacobson
 Comapany NameRobot Cache US Inc.
 January 3, 2023 Page 3
 FirstName LastName
Lee Jacobson
Robot Cache US Inc.
January 3, 2023
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
25
8.You state the company anticipates that it would determine each month whether or not to
convert such cryptocurrency into cash or hold it in trust at either Coinbase or another
cryptocurrency exchange.  Please discuss the factors that will be considered by the
company to determine whether to hold it in trust or to convert into fiat currency.
Sources of Revenue, page 28
9.Please clarify the percentage of revenue that is generated from your three sources of
revenue for all periods presented: (i) sale of games; (ii) mining activities; and (iii) third-
party advertising.
General
10.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing your business, financial condition and results of operations, or
share price since your last reporting period, including any material impact from the price
volatility of crypto assets.
            You may contact Charli Gibbs-Tabler, Staff Attorney, at 202-551-6388 or Jan Woo,
Legal Branch Chief, at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Gary Ross