Correspondence 0001493152-23-012594 from Robot Cache US Inc. (CIK 0001832460)
Robot Cache US Inc. (CIK 0001832460)
Date: April 17, 2023 · CIK: 0001832460 · Accession: 0001493152-23-012594
AI Filing Summary & Sentiment
File numbers found in text: 024-11954
Referenced dates: March 22, 2023
Letter
United States Division of Corporation Finance Securities and Exchange Commission Re: Robot Cache US Inc. Post-Qualification Amendment No. 3 to the Offering Statement on Form 1-A Filed March 1, 2023 File No. 024-11954
Dear Ms. Gibbs-Tabler:
The undersigned, on behalf of Robot Cache US Inc. (the “Company”), respectfully submits this correspondence to the staff (the “Staff,” and such correspondence, this “Response”) of the Securities and Exchange Commission (the “Commission”) in response to its letter dated March 22, 2023 (the “Comment Letter”), relating to the Company’s third post-qualification amendment to the offering statement on Form 1-A (the “Post-Qualification Amendment”) filed on March 1, 2023. On behalf of the Company, we are concurrently filing an amendment to the Post-Qualification Amendment (“Amendment No. 4”). Capitalized terms used herein but not defined herein have the definitions assigned to them in Amendment No. 4.
To facilitate your review, the undersigned, on the Company’s behalf, has reproduced below the Staff’s comments in bold italics, followed by the Company’s responses.
Description of Business
Proprietary Digital Rights Management Using the Blockchain, page 24
1. Please provide a response for prior comment 6. We note that you are in the process of moving from “proof of work” to a blockchain model based on “proof of stake.” Please identify the timeline for the move and explain in greater detail how the new “proof of stake” model will work.
The Company is currently testing the proof of stake model of its blockchain-based digital management system (the “DRM”). The Company expects to finish such testing and fully complete the DRM’s transition from a proof of work to CSPR’s proof of stake model in Q2 of 2023.
Page 2 of 3
April 17, 2023
To explain the DRM’s proof of stake model in greater detail, the below disclosure was added as the fourth and fifth paragraphs in the “Proprietary Digital Rights Management Using the Blockchain” subsection on page 24:
The Company believes a proof-of-stake blockchain model will be economically more favorable than a proof-of-work blockchain model. As mentioned above, the DRM utilizes blockchain technology. Each time a User attempts to initiate game play or to list a game for sale on the Robot Cache Platform, the User’s identifying data and license ownership is added to the blockchain and, in blockchain parlance, a “transaction” is initiated. This creates a block on the blockchain, which is sent to every participant in the applicable network for validation. Miners in the network are incentivized to validate the particular transaction (or “mine”) through the network’s reward for their mining, typically in cryptocurrency. Once the transaction is validated, the block representing the transaction is added to the existing blockchain and the User can proceed with game play or game sales. Different networks employ different consensus mechanisms (e.g., proof of stake, proof of work) for mining, and such consensus mechanisms enable users of computers in a network to agree on the validity of a transaction. With the proof of work model, the first miners to validate transactions correctly are awarded with a predetermined amount of cryptocurrency, at the exclusion of the other miners. The proof of work model requires significant computer processing power, because the fastest computers (i.e., those utilizing the greatest amount of processing power) are likely to first validate transactions and generate cryptocurrency rewards for miners. On the other hand, CasperLabs’ proof of stake consensus mechanism involves miners “staking,” or contributing, their own cryptocurrency for the opportunity to validate transactions. The CasperLabs network then rewards the most invested miners, those who staked the greatest amount of cryptocurrency for the longest amount of time in the network.
The Company believes that the Transition will result in the use of substantially less processing power and resources, which the Company believes will be significantly better for the environment. On May 4, 2021, CasperLabs published an article in which it claimed its model is up to 1,360 times more energy-efficient than the blockchain models used by other networks. Mining within the CasperLabs network, which enables game license verification in our DRM, bears no relationship to the Company’s partnership with NiceHash or User mining on NiceHash. Additionally, the Transition will not be affected by, and it bears no relationship to, the Company’s partnership with NiceHash.
Mining — Earning IRON, page 24
2. Refer to prior comment 2 and provide a list of the blockchains that Users may “opt-in” to mine on through the NiceHash platform. Please also clarify that all such mining activity offered through the NiceHash platform is limited to proof of work mining.
Through the NiceHash platform, Users may “opt-in” to validate transactions on the following blockchains: Ethereum, Monero Research Lab, and Ravencoin. We have added this disclosure at the end of the second paragraph in the “Mining – Earning IRON” subsection, on page 24. The last sentence in the second paragraph therein has also been updated to state that User mining that on the NiceHash platform is limited to proof of work mining.
Page 3 of 3
April 17, 2023
Should subsequent events following the date of this Response materially change the Company’s statements herein, the Company will promptly notify the Staff and further amend the Form 1-A accordingly.
If the Staff has any questions or comments concerning the foregoing, or if it requires any further information, please contact me at the number or email above.
Very
truly yours,
ROSS LAW
GROUP, PLLC
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CORRESP
1
filename1.htm
Ross
Law Group, pllc
1430
Broadway, Suite 1804
New
York, NY 10018
United
States
+1
212 884 9333
www.RossLawGroup.co
April
17, 2023
Ms.
Charli Gibbs-Tabler
Staff
Attorney
Division
of Corporation Finance
Securities
and Exchange Commission
100
F Street, N.E.
Washington,
D.C. 20549
Re:
Robot Cache US Inc.
Post-Qualification Amendment No. 3 to the Offering Statement on Form 1-A
Filed March 1, 2023
File No. 024-11954
Dear
Ms. Gibbs-Tabler:
The
undersigned, on behalf of Robot Cache US Inc. (the “Company”),
respectfully submits this correspondence to the staff (the “Staff,” and such
correspondence, this “Response”) of the Securities and Exchange Commission
(the “Commission”) in response to its letter dated March 22, 2023 (the “Comment
Letter”), relating to the Company’s third post-qualification amendment to the offering
statement on Form 1-A (the “Post-Qualification Amendment”) filed on March
1, 2023. On behalf of the Company, we are concurrently filing an amendment to the Post-Qualification Amendment (“Amendment
No. 4”). Capitalized terms used herein but not defined herein have the definitions assigned
to them in Amendment No. 4.
To
facilitate your review, the undersigned, on the Company’s behalf, has reproduced below the Staff’s comments in bold italics,
followed by the Company’s responses.
Description
of Business
Proprietary Digital Rights Management Using the Blockchain, page 24
1. Please
provide a response for prior comment 6. We note that you are in the process of moving from
“proof of work” to a blockchain model based on “proof of stake.”
Please identify the timeline for the move and explain in greater detail how the new “proof
of stake” model will work.
The
Company is currently testing the proof of stake model of its blockchain-based digital management system (the “DRM”).
The Company expects to finish such testing and fully complete the DRM’s transition from a proof of work to CSPR’s proof of
stake model in Q2 of 2023.
Page 2 of 3
April 17, 2023
To
explain the DRM’s proof of stake model in greater detail, the below disclosure was added as the fourth and fifth paragraphs in
the “Proprietary Digital Rights Management Using the Blockchain” subsection on page 24:
The
Company believes a proof-of-stake blockchain model will be economically more favorable than a proof-of-work blockchain model.
As mentioned above, the DRM utilizes blockchain technology. Each time a User attempts to initiate game play or to list a game for
sale on the Robot Cache Platform, the User’s identifying data and license ownership is added to the blockchain and, in blockchain
parlance, a “transaction” is initiated. This creates a block on the blockchain, which is sent to every participant in the
applicable network for validation. Miners in the network are incentivized to validate the particular transaction (or “mine”)
through the network’s reward for their mining, typically in cryptocurrency. Once the transaction is validated, the block representing
the transaction is added to the existing blockchain and the User can proceed with game play or game sales. Different networks employ
different consensus mechanisms (e.g., proof of stake, proof of work) for mining, and such consensus mechanisms enable users of computers
in a network to agree on the validity of a transaction. With the proof of work model, the first miners to validate transactions correctly
are awarded with a predetermined amount of cryptocurrency, at the exclusion of the other miners. The proof of work model requires significant
computer processing power, because the fastest computers (i.e., those utilizing the greatest amount of processing power) are likely to
first validate transactions and generate cryptocurrency rewards for miners. On the other hand, CasperLabs’ proof of stake consensus
mechanism involves miners “staking,” or contributing, their own cryptocurrency for the opportunity to validate transactions.
The CasperLabs network then rewards the most invested miners, those who staked the greatest amount of cryptocurrency for the longest
amount of time in the network.
The
Company believes that the Transition will result in the use of substantially less processing power and resources, which the Company believes
will be significantly better for the environment. On May 4, 2021, CasperLabs published an article in which it claimed its model is up
to 1,360 times more energy-efficient than the blockchain models used by other networks. Mining within the CasperLabs network, which
enables game license verification in our DRM, bears no relationship to the Company’s partnership with NiceHash or User mining on
NiceHash. Additionally, the Transition will not be affected by, and it bears no relationship to, the Company’s partnership with
NiceHash.
Mining
— Earning IRON, page 24
2. Refer
to prior comment 2 and provide a list of the blockchains that Users may “opt-in”
to mine on through the NiceHash platform. Please also clarify that all such mining activity
offered through the NiceHash platform is limited to proof of work mining.
Through
the NiceHash platform, Users may “opt-in” to validate transactions on the following blockchains: Ethereum, Monero Research
Lab, and Ravencoin. We have added this disclosure at the end of the second paragraph in the “Mining – Earning IRON”
subsection, on page 24. The last sentence in the second paragraph therein has also been updated to state that User mining that on the
NiceHash platform is limited to proof of work mining.
Page 3 of 3
April 17, 2023
Should
subsequent events following the date of this Response materially change the Company’s statements herein, the Company will promptly
notify the Staff and further amend the Form 1-A accordingly.
If
the Staff has any questions or comments concerning the foregoing, or if it requires any further information, please contact me at the
number or email above.
Very
truly yours,
ROSS LAW
GROUP, PLLC
/s/
Gary J. Ross
Gary J.
Ross
cc:
Lee Jacobson (via email)