As filed with the Securities and Exchange
Commission on August 7, 2026
Securities Act File No. 333-297289
Investment Company Act File No. 811-24118
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 ☒
Pre-Effective Amendment No. ☐
Post-Effective Amendment No. 1 ☒
And
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 ☒
Amendment No. 10 ☒
RoboStrategy, Inc.
(Exact Name of Registrant as Specified in Charter)
151 Calle de San Francisco
Suite 200
San Juan, Puerto Rico 00901
(Address of Principal Executive Offices)
(787) 722-6881
(Registrant’s Telephone Number, including Area Code)
Andrew Kang
151 Calle de San Francisco
Suite 200
San Juan, Puerto Rico 00901
(Name and Address of Agent for Service)
WITH COPIES TO:
Owen J. Pinkerton, Esq.
Krisztina Nadasdy, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW
Washington, DC 20001
Tel: (202) 383-0100
Fax: (202) 637-3593
Approximate date of proposed public offering:
As soon as practicable after the effective date of this Registration Statement.
Check box if the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans. ☐
Check box if any securities being registered
on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (the “Securities
Act”), other than securities offered in connection with dividend or interest reinvestment plans. ☒
Check box if this Form is a registration statement
pursuant to General Instruction A.2 or a post-effective amendment thereto. ☐
Check box if this Form is a registration statement
pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant
to Rule 462(c) under the Securities Act. ☐
Check box if this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act. ☐
It is proposed that this filing will become effective
(check appropriate box):
| ☐ |
when declared effective pursuant to section 8(c) of
the Securities Act. |
If appropriate, check the following box:
| ☐ | This [post-effective] amendment designates a new effective date
for a previously filed [post-effective amendment] [registration statement]. |
| ☐ | This Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier
effective registration statement for the same offering is: |
| ☐ | This Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement
for the same offering is: . |
| ☒ | This Form is a post-effective amendment filed pursuant
to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement
for the same offering is: 333-297289. |
Check each box that appropriately characterizes
the Registrant:
| ☒ |
Registered Closed-End Fund (closed-end company that
is registered under the Investment Company Act of 1940 (the “Investment Company Act”)). |
| ☐ |
Business Development Company (closed-end company that
intends or has elected to be regulated as a business development company under the Investment Company Act). |
| ☐ |
Interval Fund (Registered Closed-End Fund or a Business
Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act). |
| ☐ |
A.2 Qualified (qualified to register securities pursuant
to General Instruction A.2 of this Form). |
| ☐ | Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). |
| ☐ | Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934). |
| ☐ |
If an Emerging Growth Company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. |
| ☒ |
New Registrant (registered or regulated under the
Investment Company Act for less than 12 calendar months preceding this filing). |
EXPLANATORY NOTE
The purpose of this Post-Effective Amendment
No. 1 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-297289 and 811-24118) (the “Registration
Statement”) is to file additional exhibits set forth in Item 25 to Part C of this Registration Statement. This Post-Effective
Amendment No. 1 does not modify any other part of the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this
Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission.
Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note and Part C of the Registration
Statement. The Prospectus and Statement of Additional Information, in the form filed on July 7, 2026, are unmodified and incorporated by reference herein.
PART C - OTHER INFORMATION
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements:
| Part B: |
Schedule
of Investments as of February 28, 2026 (Unaudited) |
| |
Statement
of Assets and Liabilities as of February 28, 2026 (Unaudited) |
| |
Statement of Operations for the For the Period From September 5, 2025 through February 28, 2026 (Unaudited) |
| |
Statements of Changes in Net Assets For the Period From September 5, 2025 through February 28, 2026 (Unaudited) |
| |
Statement of Cash Flows for the For the Period From September 5, 2025 through February 28, 2026 (Unaudited) |
| |
|
| |
Statement of Assets and Liabilities as of September 5, 2025 |
| |
Statement of Operations for the period May 23, 2025 to September 5, 2025 |
| |
Statement of Changes in Net Assets for the period May 23, 2025 to September 5, 2025 |
(2) Exhibits:
| (a) |
Articles
of Amendment and Restatement(1) |
| (b) |
Amended
and Restated Bylaws(4) |
| (c) |
Not Applicable |
| (d) |
Not Applicable |
| (e) |
Distribution
Reinvestment Plan(2) |
| (f) |
Not Applicable |
| (g) |
Amended
and Restated Investment Advisory Agreement(2) |
| (h) |
Not Applicable |
| (i) |
Not Applicable |
| (k) |
Custody
Agreement(1) |
| (k)(1) |
Fund
Servicing Agreement(1) |
| (k)(2) |
License
Agreement(1) |
| (k)(3) |
Form of Securities Purchase Agreement used in certain private
investment in public equity transactions entered into by the Registrant between June 11, 2026, and June 30, 2026(6) |
| (k)(4) |
Form of Registration Rights Agreement used in certain private
investment in public equity transactions entered into by the Registrant between June 11, 2026, and June 30, 2026(6) |
| (k)(5) |
Placement Agency Agreement by and between Titan Partners Group
LLC, a division of American Capital Partners, LLC, and the Registrant, dated June 29, 2026. Exhibit A - Securities Purchase Agreement
dated as of June 29, 2026, by and between Anson Investments Master Fund LP, Anson East Master Fund LP, and Anson East Opportunities
Master Fund LP, and the Company(6) |
| (k)(6) |
Purchase Agreement by
and among the Registrant, Roth Principal Investments, LLC, and FP Strategies, LLC, dated May 11, 2026(5) |
| (k)(7) |
Registration Rights Agreement
by and between the Registrant and Roth Principal Investments, LLC, dated May 11, 2026(5) |
| (l) |
Opinion of Counsel* |
| (m) |
Not Applicable |
| (n) |
Consent
of Independent Registered Public Accounting Firm(6) |
| (o) |
Not Applicable |
| (p) |
Not Applicable |
| (q) |
Not Applicable |
| (r) |
Code
of Ethics of Registrant and Adviser(1) |
| (s) |
Fee
Table(6) |
| (t) |
Power
of Attorney(6) |
| (1) |
Incorporated by reference to the Registrant’s Registration Statement
on Form N-2 (File No. 811-24118), filed on September 9, 2025 |
| |
|
| (2) |
Incorporated by reference to the Registrant’s Registration Statement
on Form N-2 (File Nos. 811-24118 and 333-291400) filed on January 26, 2026. |
| |
|
| (3) |
Incorporated by reference to the Registrant’s Registration Statement
on Form N-2 (File Nos. 811-24118 and 333-291400) filed on March 9, 2026. |
| |
|
| (4) |
Incorporated by reference to the Registrant’s Registration Statement
on Form N-2 (File Nos. 811-24118 and 333-291400) filed on April 30, 2026. |
| |
|
| (5) |
Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File Nos.
811-24118 and 333-295823) filed on May 13, 2026. |
| |
|
| (6) |
Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File Nos.
811-24118 and 333-297289) filed on July 7, 2026. |
ITEM 26. MARKETING ARRANGEMENTS
Not Applicable.
ITEM 27. OTHER EXPENSES OF ISSUANCE
AND DISTRIBUTION
The following table sets forth the estimated
expenses to be incurred in connection with the offering described in this registration statement. All figures are estimates.
| Printing | |
$ | 2,500 | * |
| Legal | |
$ | 25,000 | * |
| Accounting | |
$ | 0 | * |
| Miscellaneous | |
$ | 0 | * |
| Total | |
$ | 27,500 | |
*The Adviser has agreed to bear all expenses
incurred in connection with the preparation, filing and maintenance of this Registration Statement, including legal, accounting, printing,
filing, SEC registration, consent, and other related expenses. Accordingly, none of the expenses reflected in this table are expected
to be borne by the Fund.
ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON
CONTROL
No person is directly or indirectly under common
control with Registrant, except that the Registrant may be deemed to be controlled by FP Strategies LLC (d/b/a RoboStrategy Advisors)
(the “Adviser”), the investment adviser to the Registrant. The Adviser was formed under the laws of the State of Puerto Rico
in 2025. Additional information regarding the Adviser is set out in its Form ADV, as filed with the Securities and Exchange Commission
(SEC File No. 801-134211).
ITEM 29. NUMBER OF HOLDERS OF SECURITIES
Set forth below is the number of holders of
securities of the Registrant as of August 4, 2026:
| Title of Class | |
Number of
Record
Holders | |
| Common Stock | |
| 173 | |
ITEM 30. INDEMNIFICATION
Section 2-418 of the Maryland General Corporation
Law allows for the indemnification of officers, directors and any corporate agents in terms sufficiently broad to indemnify these persons
under certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the Securities Act. Our certificate
of incorporation and bylaws provide that we shall indemnify our directors and officers to the fullest extent authorized or permitted
by law and this right to indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to
the benefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to
enforce rights to indemnification, we are not obligated to indemnify any director or officer (or his or her heirs, executors or personal
or legal representatives) in connection with a proceeding (or part thereof) initiated by the person unless the proceeding (or part thereof)
was authorized or consented to by the Board. The right to indemnification conferred includes the right to be paid by us the expenses
incurred in defending or otherwise participating in any proceeding in advance of its final disposition.
So long as we are regulated under the 1940 Act,
the above indemnification is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides,
among other things, that a company may not indemnify any director or officer against liability to it or its security holders to which
he or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by vote of a majority
of a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification
is sought did not arise out of the foregoing conduct.
The Adviser and its affiliates (each, an “Indemnitee”)
are not liable to us for (i) mistakes of judgment or for action or inaction that such person reasonably believed to be in our best interests
absent such Indemnitee’s gross negligence, knowing and willful misconduct, or fraud or (ii) losses or expenses due to mistakes
of judgment, action or inaction, or the negligence, dishonesty or bad faith of any broker or other agent of the Fund who is not an affiliate
of such Indemnitee, provided that such person was selected, engaged or retained without gross negligence, willful misconduct, or fraud.
We will indemnify each Indemnitee against any
liabilities relating to the offering of our common stock or our business, operation, administration or termination, if the Indemnitee
acted in good faith and in a manner it believed to be in, or not opposed to, our interests and except to the extent arising out of the
Indemnitee’s gross negligence, fraud or knowing and willful misconduct. We may pay the expenses incurred by the Indemnitee in defending
an actual or threatened civil or criminal action in advance of the final disposition of such action, provided the Indemnitee agrees to
repay those expenses if found by adjudication not to be entitled to indemnification.
Insofar as indemnification for liability arising
under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by us of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
ITEM 31. BUSINESS AND OTHER CONNECTIONS OF
ADVISER
A description of any other business, profession,
vocation, or employment of a substantial nature in which the Adviser, and each managing director, executive officer or partner of the
Adviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director,
officer, employee, partner or trustee, is set out in the prospectus and SAI in the sections entitled “Management of the Fund.”
The information required by this Item 31 with respect to each director, officer or partner of the Adviser is incorporated by reference
to Form ADV with the Securities and Exchange Commission pursuant to the Investment Advisors Act of 1940, as amended (File No. 801-134211).
ITEM 32. LOCATION OF ACCOUNTS AND RECORDS
All accounts, books and other documents required
to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:
The Fund
151 Calle de San
Francisco
Suite 200
San Juan, Puerto
Rico 00901
Transfer Agent
150 Royall Street
Canton, Massachusetts
02021
Custodian
1555 North RiverCenter
Drive
Suite 302
Milwaukee, WI
53212
Adviser
151 Calle de San
Francisco
Suite 200
San Juan, Puerto
Rico 00901
Administrator
777 East Wisconsin
Avenue
4th Floor
Milwaukee, WI
53212
ITEM 33. MANAGEMENT SERVICES
Not Applicable
ITEM 34. UNDERTAKINGS
| (1) |
We undertake to suspend the offering of shares until the prospectus
is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than 10% from
its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater
than the net proceeds as stated in the prospectus. |
| |
a. |
For the purpose of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by us pursuant to Rule 424(b)(1) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective. |
| |
b. |
For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. |
| (6) |
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue. |
| (7) |
The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement
of Additional Information. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-2 to be signed
on its behalf by the undersigned, thereunto duly authorized, in San Juan, Puerto Rico, on the 6th day of August, 2026.
| |
RoboStrategy, Inc. |
| |
|
| |
/s/ Andrew Kang |
| |
By: |
Andrew Kang |
| |
Title: |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this Registration Statement on Form N-2 has been signed below by the following persons in the capacities indicated
on the 6th day of August, 2026.
| Signature |
|
Title |
| |
|
|
| *J. Michael Fields |
|
Director |
| J. Michael Fields |
|
|
| |
|
|
| *Alex Yeh |
|
Director |
| Alex Yeh |
|
|
| |
|
|
| *Nicolas Carter |
|
Director |
| Nicolas Carter |
|
|
| |
|
|
| /s/ Marc Weinstein |
|
Director |
| Marc Weinstein |
|
|
| |
|
|
| /s/ Andrew Kang |
|
Director, President (Principal Executive Officer) and Chief Executive Officer |
| Andrew Kang |
|
|
| |
|
|
| /s/ Lance Baker |
|
Chief Financial Officer |
| Lance Baker |
|
(Principal Financial Officer and Principal Accounting Officer) |
| |
|
|
| * /s/ Marc Weinstein |
|
|
| Marc Weinstein |
|
|
| Attorney-in-Fact, pursuant to a power of attorney filed as Exhibit (t) to the Fund's
Registration Statement on Form N-2, as filed with the SEC on July 7, 2026, and incorporated herein by reference. |
EXHIBIT INDEX
POS EX
No
0002081119
true
0002081119
2026-08-07
2026-08-07
0002081119
dei:BusinessContactMember
2026-08-07
2026-08-07
