Part III
Explanatory note: Robot Cache US Inc. has prepared this Form 1-A POS solely for the purpose of filing Exhibit 11.1.
Index to Exhibits/Description of Exhibits
* Previously filed as an exhibit to the Robot Cache US Inc. Regulation A Offering Statement on Form 1-A dated September 29, 2022 (Commission File No. 024-11954) and incorporated herein by reference. Available at https://www.sec.gov/Archives/edgar/data/1832460/000149315222027180/0001493152-22-027180-index.htm.
** Previously filed as an exhibit to the Robot Cache US Inc. Regulation A Offering Statement on Form 1-A dated March 31, 2021 (Commission File No. 024-11431) and incorporated herein by reference. Available at https://www.sec.gov/Archives/edgar/data/1832460/000149315221007366/0001493152-21-007366-index.htm.
*** Previously filed as an exhibit to Robot Cache US Inc. Post-Qualification Amendment No. 1 dated December 6, 2022 (Commission File No. 024-11954 and incorporated herein by reference. Available at https://www.sec.gov/Archives/edgar/data/1832460/000149315222034620/0001493152-22-034620-index.htm.
**** Previously filed as an exhibit to Robot Cache US Inc. Form 1-K dated May 2, 2022 (Commission File No. 24R-00481) and incorporated herein by reference. Available at https://www.sec.gov/Archives/edgar/data/1832460/000149315222011840/0001493152-22-011840-index.htm.
***** Previously filed as an exhibit to Robot Cache US Inc. Post-Qualification Amendment No. 4 dated April 17, 2023 (Commission File No. 024-11431 and incorporated herein by reference. Available at https://www.sec.gov/Archives/edgar/data/1832460/000149315223012591/0001493152-23-012591-index.htm.
| 1 |
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on August 3, 2023.
| ROBOT CACHE US INC. | ||
| By: | /s/ Lee Jacobson | |
| Name: | Lee Jacobson | |
| Title: | CEO (Principal Executive Officer) | |
Pursuant to the requirements of the Securities Act of 1933, this Form 1-A has been signed by the following persons in the capacities and on the dates indicated.
| /s/ Lee Jacobson | ||
| Name: | Lee Jacobson | |
| Title: | CEO and Director (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer) | |
| Date: | August 3, 2023 |
| /s/ Keven Baxter | ||
| Name: | Keven Baxter | |
| Title: | Director | |
| Date: | August 3, 2023 | |
| /s/ Frank Brian Fargo | ||
| Name: | Frank Brian Fargo | |
| Title: | Director | |
| Date: | August 3, 2023 |
| 2 |
Exhibit 11.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM
July 31, 2023
Board of Directors
ROBOT CACHE US INC.
We hereby consent to the inclusion in the Offering Circular or other documents filed under Regulation A Tier 2 on Form 1-A (or Form 1-K) of our reports dated February 21, 2023, with respect to the balance sheets of ROBOT CACHE US INC. Inc. as of December 31, 2022 and 2021 and the related statements of operations, changes in shareholders’ equity and cash flows for the calendar years ended December 31, 2022 and 2021, and the related notes to the financial statements.

| /s/ IndigoSpire CPA Group | |
| IndigoSpire CPA Group, LLC | |
| Aurora, Colorado | |
| July 31, 2023 |