RoboStrategy Inc美股招股说明书(2026-05-05版)

19,655,968 Shares of Common Stock This prospectus (the “Prospectus”) relates to the registration of the resale of up to 19,655,968 shares of common stock ofRoboStrategy, Inc. (the “Fund”) by the stockholders identified in this Prospectus (the “Selling Stockholders”). We have applied to listour common stock on Nasdaq Global Market (the “Exchange”) under the symbol “BOT.” The listing of our shares must be approvedby the Exchange prior to any trading of our shares on the Exchange.Unlike an initial public offering, the resale by the SellingStockholders is not being underwritten by an investment bank. A Selling Stockholder may, or may not, elect to sell its shares ofcommon stock covered by this Prospectus, as and to the extent such Selling Stockholder may determine. Sales made by the SellingStockholders, if any, will be made in the manner outlined in the Plan of Distribution beginning on page 20 of the Prospectus. If aSelling Stockholder chooses to sell its shares of common stock, we will not receive any proceeds from the sale of shares of commonstock by the Selling Stockholder. No established public trading market for our common stock currently exists and shares of our common stock have no history of tradingin private transactions. With the exception of shares issued to initial seed investors in connection with the formation of the Fund, allshares issued by the Fund were issued in a private offering pursuant to Regulation D under the Securities Act of 1933, as amended (the“Securities Act”) at a price of $10.00 per share. There have been no other private transactions in the Fund’s shares that would establishhigh and low sales prices. The private offering price of $10.00 per share may bear little or no relation to the trading price of ourcommon stock at the opening of trading on the Exchange or thereafter. The opening trading price of our common stock on theExchange will be determined by the Exchange’s price-setting mechanism described below and in the “Plan of Distribution” section ofthis Prospectus. On the day that our shares of common stock are initially listed on the Exchange, the Nasdaq Stock Market LLC (“Nasdaq”) will beginaccepting, but not executing, pre-opening buy and sell orders and will begin to continuously generate the indicative Current ReferencePrice (as defined below) on the basis of such accepted orders. The Current Reference Price is calculated each second, and during a 10-minute “Display Only” period, is disseminated, along with other indicative imbalance information, to market participants by Nasdaqon its NOII and BookViewer tools. Following the “Display Only” period, a “Pre-Launch” period begins, during which Roth CapitalPartners, LLC (“Roth”), in its capacity as our financial advisor to perform the functions under Nasdaq Rule 4120(c)(8), must notifyNasdaq that our shares of common stock are “ready to trade.” Once Roth has provided Nasdaq with this notification, Nasdaq willcalculate the Current Reference Price for our shares of common stock in accordance with Nasdaq rules. If Roth then approvesproceeding at the Current Reference Price, Nasdaq will conduct a price validation check in accordance with Nasdaq rules. As part ofconducting such price validation testing, Nasdaq may consult with Roth and other market participants. Upon completion of such pricevalidation testing, the applicable orders that have been entered will be executed at such price and regular trading of our shares ofcommon stock on the Exchange will commence. Under Nasdaq rules, the “Current Reference Price” means: (i) the single price atwhich the maximum number of orders to buy or sell shares of our common stock can be matched; (ii) if there is more than one price atwhich the maximum number of orders to buy or sell can be matched, then it is the price that minimizes the imbalance between ordersto buy or sell (i.e., minimizes the number of shares of our common stock that would remain unmatched at such price); (iii) if more thanone price exists under clause (ii), then it is the entered price (i.e. the specified price entered in an order by a customer to buy or sell) atwhich orders for shares of our common stock will remain unmatched (i.e. will not be bought or sold); and (iv) if more than one priceexists under clause (iii), a price determined by Nasdaq in consultation with Roth. In the event that more than one price exists underclause (iii), Roth will exercise any consultation rights only to the extent that it can do so consistent with the anti-manipulationprovisions of the federal securities laws, including Regulation M (“Regulation M”) promulgated under the Securities Exchange Act of1934, as amended (the “Exchange Act”), or applicable relief granted thereunder. Neither we nor the registered stockholders will beinvolved in Nasdaq’s price-setting mechanism, including any decision to delay or proceed with trading, nor will we or they control orinfluence Roth in carrying out its role as our financial advisor. Roth will determin