RoboStrategy Inc美股招股说明书(2026-05-13版)

Supplement No. 1 dated May13, 2026to theProspectus and Statement of Additional Informationdated May5, 2026, as amended or supplemented as of the date hereof This prospectus supplement modifies, amends and supplements certain information contained in the Prospectusof RoboStrategy, Inc. (the “Company”) dated May5, 2026, as amended or supplemented (the “Prospectus”) andthe statement of additional information, dated May5, 2026, as amended or supplemented (the “Statement ofAdditional Information”). Capitalized terms used in this prospectus supplement and not otherwise defined havethe meaning specified in the Prospectus and/or Statement of Additional Information. You should carefully consider the “Types of Investments and Related Risk Factors” section beginning onpage31 of the Prospectus. COMMITTED EQUITY FACILITY On May11, 2026, we entered into the Purchase Agreement and the Registration Rights Agreement with RothPrincipal Investments. Under the Purchase Agreement, upon the terms and conditions set forth therein, we, atour sole option and discretion, from and after the Commencement Date, will have the right to sell to RothPrincipal Investments shares of our common stock up to the lesser of (i)$2,000,000,000 and (ii)the ExchangeCap (as defined below), to the extent applicable. We have paid Roth Principal Investments a $25,000 structuringfee and will pay up to a $14,000,000 commitment fee as consideration for its commitment to purchase shares ofour common stock pursuant to the Purchase Agreement. Upon the initial satisfaction of the conditions to Roth Principal Investments’ purchase obligations set forth inthe Purchase Agreement, or the “Commencement,” we will have the right, but not the obligation, from time totime at our sole option and discretion over the 36-month period beginning on the date the Commencementoccurs, or the “Commencement Date,” to direct Roth Principal Investments to purchase certain shares of ourcommon stock unless the Purchase Agreement is terminated earlier. Sales of common stock by us to RothPrincipal Investments under the Purchase Agreement, and the timing of any such sales, are solely at our option,and we are under no obligation to sell any securities to Roth Principal Investments under the PurchaseAgreement. In no event may we issue to Roth Principal Investments under the Purchase Agreement more than 4,052,806shares of common stock, which number of shares is equal to 19.99% of the shares of our common stockoutstanding immediately prior to the execution of the Purchase Agreement, or the “Exchange Cap,” unless weobtain stockholder approval to issue shares of common stock in excess of the Exchange Cap in accordance withapplicable Exchange rules. In addition, any sales of our common stock pursuant to the Purchase Agreementmust be effected at a price no less than the higher of (i)the Base Price (as defined in the Purchase Agreement)and (ii)our net asset value per share at the time of sale. The Exchange Cap will not be applicable to issuancesand sales of common stock pursuant to the Purchase Agreement to the extent that the average price per sharepaid by Roth Principal Investments for all of the shares of the Common Stock that we direct Roth PrincipalInvestments to purchase from us pursuant to the Purchase Agreement, if any, equals or exceeds the “Base Price”(as defined in the Purchase Agreement), which is $13.45 per share. Moreover, Roth Principal Investments willnot be required to purchase or acquire any shares of our common stock under the Purchase Agreement which,when aggregated with all other shares of common stock then beneficially owned by Roth Principal Investmentsand its affiliates (as calculated pursuant to Section13(d)of the ExchangeAct and Rule13d-3 thereunder),would result in Roth Principal Investments beneficially owning more than 4.99% of the outstanding shares ofcommon stock. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties,conditions and indemnification obligations of the parties. The representations, warranties and covenantscontained in such agreements were made only for purposes of such agreements and as of specific dates, weresolely for the benefit of the parties to such agreements and are subject to limitations agreed upon by thecontracting parties. Neither we nor Roth Principal Investments may assign or transfer any of our respective rights and obligationsunder the Purchase Agreement or the Registration Rights Agreement, and no provision of the PurchaseAgreement or the Registration Rights Agreement may be modified or waived by the parties. Purchases of Common Stock Under the Purchase Agreement Market Open Purchases From and after the Commencement Date, we will have the right, but not the obligation, from time to time at oursole discretion for a period of up to 36months, unless the Purchase Agreement is earlier terminated, beginningon the Commencement Date, to direct Roth Principal Investments to purchase