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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

Date
June 23, 2023
Author
LAW GROUP, PLLC
Form
CORRESP
Company
Robot Cache US Inc. (CIK 0001832460)

Letter

United States Division of Corporation Finance Securities and Exchange Commission 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

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)