Correspondence 0001493152-23-022226 from Robot Cache US Inc. (CIK 0001832460)
Robot Cache US Inc. (CIK 0001832460)
Date: June 23, 2023 · CIK: 0001832460 · Accession: 0001493152-23-022226
AI Filing Summary & Sentiment
File numbers found in text: 024-11954
Referenced dates: May 2, 2023
Show Raw Text
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
June 23, 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. 4 to the Offering Statement on Form 1-A
Filed
April 17, 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”)
of the Securities and Exchange Commission in response to its letter dated May 2, 2023, relating to the Company’s fourth post-qualification
amendment to the offering statement on Form 1-A filed on April 17, 2023. On behalf of the Company, we are concurrently filing a fifth
post-qualification amendment (“Amendment No. 5”) to the offering statement. Capitalized terms used herein but
not defined herein have the definitions assigned to them in Amendment No. 5.
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.
Mining
— Earning IRON, page 24
1.
We
note in your response to prior comment 2 that the NiceHash platform is limited to “proof of work” mining. Please revise
your disclosure to remove Ethereum, as it now uses a “proof of stake” model.
The Company has
revised the second paragraph of “Mining – Earning IRON” to remove previous references to Ethereum as a blockchain on
which Users might validate transactions. The disclosure has been revised to read: “All validation activities occur through the
mining marketplace NiceHash, on whose platform mining is limited to ‘proof of work.’ Before Ethereum’s transition from
a ‘proof of work’ to a ‘proof of stake’ model in September 2022, most Users who engaged in transaction validation
activity did so on the Ethereum (ETH) blockchain. As of the date of this Offering Circular, the only proof of work blockchains potentially
available to Users on NiceHash’s platform are Ethereum Classic (ETC), Monero Research Lab, and Ravencoin. The Robot Cache Platform
does no more than direct Users to the NiceHash marketplace, and NiceHash’s technology then connects Users to the most profitable
blockchain for mining, depending on their computer hardware.”
Page
2 of 3
June 23, 2023
Business
Overview
China,
page 27
2.
You
state that your exclusive partner, Zero and Ones located in China, will be seeking blockchain-based Web3 games on the Robot Cache
Platform and that you will be adding forms of digital currency and payment solutions. Please disclose the material terms of the agreement
and the forms of digital currency that will be accepted on the Robot Cache platform. Please also clarify whether as part of the new
payment forms you will receive crypto assets and, if so, how you intend to transact with those crypto assets (i.e., hold them, liquidate
them, use them, etc.). Refer to Item 7(a)(2) of Form 1-A.
After the Company and LedgerZ
Holdings (“Ledger Z”) entered into a Partnership Agreement (filed as Exhibits 6.13), LedgerZ assigned
the agreement to Zero and Ones Network Technology Co., Ltd, LedgerZ’s Chinese affiliate. The Company has revised the disclosure
in the second paragraph of the “China” subsection to include the material terms of the Partnership Agreement.
The Company has also revised
the third paragraph of the “China” subsection (i) to remove the previous disclosure regarding adding digital currency forms
to accommodate the Chinese market, (ii) to state that the Company has no plans to incorporate digital currency as a payment option on
the Robot Cache Platform, (iii) to clarify that IRON is currently the Robot Cache Platform’s only in-game digital currency, and
(iv) to reiterate that, as stated elsewhere in the Offering Circular, IRON is not a cryptocurrency, an ERC20 token, or other utility
or security token.
Page
3 of 3
June 23, 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)