Form POS EX RoboStrategy, Inc.
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
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 ☒
(Exact Name of Registrant as Specified in Charter)
(Address of Principal Executive Offices)
(Registrant’s Telephone Number, including Area Code)
(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
PART C - OTHER INFORMATION
ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS
(1) Financial Statements:
| Part A: | None |
(2) Exhibits:
| * | Filed herewith |
| (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.
C-1
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.
C-2
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. |
| (2) | Not Applicable. |
| (3) | Not Applicable. |
C-3
| (4) | We undertake that: |
| 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. |
| (5) | Not Applicable. |
| (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. |
C-4
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. | ||
C-5
EXHIBIT INDEX
| (l) | Opinion of Counsel |
C-6
ATTACHMENTS / EXHIBITS
Serious News for Serious Traders! Try StreetInsider.com Premium Free!
You May Also Be Interested In
- The Three Things Satish Sanpal Says Make a Property Market Built to Last
- Spectral Medical Announces Second Quarter 2026 Financial Results and Provides Corporate Update
- Take-Two Interactive Software, Inc. Reports Results for Fiscal First Quarter 2027
Create E-mail Alert Related Categories
SEC FilingsSign up for StreetInsider Free!
Receive full access to all new and archived articles, unlimited portfolio tracking, e-mail alerts, custom newswires and RSS feeds - and more!



Tweet
Share