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RoboStrategy (BOT) sells $87.9M in pooled fund interests under Rule 506(b)

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
D/A

Rhea-AI Filing Summary

RoboStrategy, Inc., a Maryland corporation based in San Juan, Puerto Rico, filed an amended notice of an exempt offering of securities under Regulation D, Rule 506(b). The offering consists of pooled investment fund interests categorized as an Other Investment Fund within the banking and financial services industry group.

As of the amendment, the issuer reports $87,934,532 in total amount sold and $112,065,468 remaining to be sold. No finders' fees have been paid ($0 reported). The date of first sale in this offering is stated as 2026-06-11, and the issuer declines to disclose its revenue or aggregate net asset value range.

Positive

  • None.

Negative

  • None.
Total Amount Sold 87,934,532 USD Pooled investment fund interests sold in the exempt offering
Total Remaining to be Sold 112,065,468 USD Unsold portion of the securities in the exempt offering
Exemption Relied Upon Rule 506(b) Regulation D exemption for this private offering
Finders’ Fees 0 USD Finders’ fees expenses reported for the offering
Date of First Sale 2026-06-11 Initial sale date for securities in this offering
Form D regulatory
"FORM D Notice of Exempt Offering of Securities"
Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.
Rule 506(b) regulatory
"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"
Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.
Pooled Investment Fund Interests financial
"Type(s) of Securities Offered ... X | Pooled Investment Fund Interests"
accredited investors regulatory
"sold to persons who do not qualify as accredited investors"
Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.
covered securities regulatory
"If the securities that are the subject of this Form D are "covered securities""
National Securities Markets Improvement Act of 1996 regulatory
"Section 102(a) of the National Securities Markets Improvement Act of 1996"
A federal law that harmonizes and simplifies securities regulation by reducing conflicting state rules and giving the U.S. Securities and Exchange Commission primary authority over many aspects of securities offerings and investment adviser registration. Think of it as replacing a patchwork of local traffic laws with one consistent highway code — it lowers compliance costs and makes transactions more predictable, while investors should watch how it balances streamlined markets against the level of state-level protections.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What type of securities is RoboStrategy, Inc. (BOT) offering in this Form D/A?

RoboStrategy, Inc. is offering pooled investment fund interests classified as an Other Investment Fund. The offering is conducted under Regulation D, Rule 506(b), allowing a private placement to qualified investors without full SEC registration.

How much has RoboStrategy, Inc. (BOT) sold so far in its exempt offering?

RoboStrategy, Inc. reports a Total Amount Sold of $87,934,532. This figure reflects pooled investment fund interests sold to date under its Rule 506(b) private offering as disclosed in the amended notice.

What amount remains available to be sold in RoboStrategy, Inc. (BOT)’s offering?

The company discloses a Total Remaining to be Sold of $112,065,468. This represents the unsold portion of the pooled investment fund interests covered by the current exempt offering noted in the Form D/A.

Under which exemption is RoboStrategy, Inc. (BOT) conducting this capital raise?

RoboStrategy, Inc. is relying on Rule 506(b) of Regulation D for its exempt offering. This exemption permits a private placement without SEC registration, subject to limitations on general solicitation and investor qualifications.

When did RoboStrategy, Inc. (BOT) first sell securities in this offering?

The date of first sale in this exempt offering is 2026-06-11. The current filing is marked as an amendment, updating prior information about the private placement of pooled investment fund interests.

What fees has RoboStrategy, Inc. (BOT) reported in connection with this offering?

The issuer reports finders’ fees of $0 for this offering. The filing does not list any amount for finders’ fees expenses, indicating none have been paid or accrued under that specific category.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0002081119
X Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other (Specify)

Name of Issuer
RoboStrategy, Inc.
Jurisdiction of Incorporation/Organization
MARYLAND
Year of Incorporation/Organization
Over Five Years Ago
X Within Last Five Years (Specify Year) 2025
Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
RoboStrategy, Inc.
Street Address 1 Street Address 2
151 CALLE DE SAN FRANCISCO SUITE 200
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
SAN JUAN PUERTO RICO 00901 787-722-6881

3. Related Persons

Last Name First Name Middle Name
Kang Andrew
Street Address 1 Street Address 2
151 CALLE DE SAN FRANCISCO SUITE 200
City State/Province/Country ZIP/PostalCode
SAN JUAN PUERTO RICO 00901
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Baker Lance
Street Address 1 Street Address 2
151 CALLE DE SAN FRANCISCO SUITE 200
City State/Province/Country ZIP/PostalCode
SAN JUAN PUERTO RICO 00901
Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Weinstein Marc
Street Address 1 Street Address 2
151 CALLE DE SAN FRANCISCO SUITE 200
City State/Province/Country ZIP/PostalCode
SAN JUAN PUERTO RICO 00901
Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Carter Nicolas
Street Address 1 Street Address 2
151 CALLE DE SAN FRANCISCO SUITE 200
City State/Province/Country ZIP/PostalCode
SAN JUAN PUERTO RICO 00901
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Yeh Alex Wei-Yen
Street Address 1 Street Address 2
151 CALLE DE SAN FRANCISCO SUITE 200
City State/Province/Country ZIP/PostalCode
SAN JUAN PUERTO RICO 00901
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
Fields J. Michael
Street Address 1 Street Address 2
151 CALLE DE SAN FRANCISCO SUITE 200
City State/Province/Country ZIP/PostalCode
SAN JUAN PUERTO RICO 00901
Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):


4. Industry Group

Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
X Pooled Investment Fund
Hedge Fund
Private Equity Fund
Venture Capital Fund
X Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
X Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
No Revenues No Aggregate Net Asset Value
$1 - $1,000,000 $1 - $5,000,000
$1,000,001 - $5,000,000 $5,000,001 - $25,000,000
$5,000,001 - $25,000,000 $25,000,001 - $50,000,000
$25,000,001 - $100,000,000 $50,000,001 - $100,000,000
Over $100,000,000 Over $100,000,000
Decline to Disclose X Decline to Disclose
Not Applicable Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

Rule 504(b)(1) (not (i), (ii) or (iii))
Rule 504 (b)(1)(i)
Rule 504 (b)(1)(ii)
Rule 504 (b)(1)(iii)
X Rule 506(b)
Rule 506(c)
Securities Act Section 4(a)(5)
Investment Company Act Section 3(c)
Section 3(c)(1) Section 3(c)(9)
Section 3(c)(2) Section 3(c)(10)
Section 3(c)(3) Section 3(c)(11)
Section 3(c)(4) Section 3(c)(12)
Section 3(c)(5) Section 3(c)(13)
Section 3(c)(6) Section 3(c)(14)
Section 3(c)(7)

7. Type of Filing

New Notice Date of First Sale 2026-06-11 First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
Yes X No

9. Type(s) of Securities Offered (select all that apply)

Equity X Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient
Recipient CRD Number X None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check "All States" or check individual States
All States
Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount $200,000,000 USD
or Indefinite
Total Amount Sold $87,934,532 USD
Total Remaining to be Sold $112,065,468 USD
or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
31

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $0 USD
Estimate
Finders' Fees $0 USD
Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
RoboStrategy, Inc. /s/ Marc Weinstein Marc Weinstein Secretary 2026-07-09

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.