[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_98":99},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","bm2r7i24xl8p70rs1kvn1x31t","revision",2,"title","RoboStrategy拟注册转售23,927,600股普通股，披露机器人与物理AI投资组合及基金风险","originalTitle","RoboStrategy, Inc. (0002081119) (Filer)","summary","RoboStrategy拟注册23,927,600股普通股供转售，发售不会给公司带来收益；材料称公司于2026年10月19日签署注册声明。截至2026年9月30日，公司报告总资产为277,663,100.44美元，投资组合包含17家公司，并披露每股NAV为11.35美元。文件还说明其投资策略、费用及非公开证券估值和流动性风险，并表示无法保证相关应税年度符合RIC资格。","reason","材料汇总了RoboStrategy的证券注册、投资组合与基金结构信息，也披露了私募资产估值、流动性及RIC资格方面的风险。","source",{"_12":89,"_90":91,"_9":92,"_93":42,"_94":95,"_96":97},"links",{"_86":87,"_78":88},"publishedAt","2026-10-20T00:48:37.000Z","discoveredAt","2026-10-20T10:25:07.241Z","timelineAt","category","tip","tags",[84,85],"stockSymbols",[83],"score",73,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":69},"hasTranslation","bodyLanguage","zh","factId","fX6H32oLkNR4",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","9e2e0a27-44c4-4e08-a121-f4884f712ef0","RoboStrategy, Inc. 投资策略及风险披露",{"_73":74,"_16":75},"

于2026年10月20日向证券交易委员会提交

证券法文件编号 333-298538

投资公司法文件编号 811-24118

美国
\n证券交易委员会
\n华盛顿特区 20549

表格 N-2

根据1933年证券法的注册声明 ☒

生效前修正案第1号 ☒

生效后
修正案第 ☐

和

根据1940年投资公司法的注册声明 ☒

修正案第13号 ☒

RoboStrategy, Inc.

（根据章程规定的注册人准确名称）

151 Calle de San Francisco
\nSuite 200

圣胡安，波多黎各 00901
\n（主要执行办公室地址）

(787) 722-6881
\n（注册人的电话号码，包括区号）

安德鲁·康
\n151 Calle de San Francisco
\nSuite 200
\n圣胡安，波多黎各 00901
\n（服务代理人姓名和地址）

附送副本：

欧文·J·平克顿，律师

克里斯蒂娜·纳达斯迪，律师

Eversheds Sutherland (US) LLP

第六街西北700号
\n华盛顿，DC 20001
\n电话：(202) 383-0100
\n传真：(202) 637-3593

注册人在此修正此注册声明，以在必要日期或日期上延迟其生效日期，直到注册人提交进一步修正案，该修正案明确表示根据1933年证券法第8(A)条，此注册声明将在之后生效，或直到美国证券交易委员会根据上述第8(A)条决定此注册声明在某日期生效。

拟议的公开发行日期：\n在本注册声明生效后尽快。

如仅在此表格上注册的证券是根据股息或利息再投资计划提供的，请勾选此框。 ☐

如在此表格上注册的任何证券将根据1933年证券法第415条（“证券法”）的规定以延迟或连续方式提供，请勾选此框，但不包括与股息或利息再投资计划相关的证券。 ☒

如本表格是根据通用说明A.2的注册声明或其生效后修正案，请勾选此框。 ☐

如本表格是根据通用说明B的注册声明或其生效后修正案，该修正案将在提交给委员会时根据证券法第462(c)条生效，请勾选此框。 ☐

如本表格是根据通用说明B提交的注册声明的生效后修正案，用于根据证券法第413(b)条注册额外证券或额外证券类别的，请勾选此框。 ☐

拟议此文件将在以下情况生效（勾选适当的框）：

☐	根据证券法第8(c)条宣布生效。

请勾选每个适当描述注册人的框：

☒	注册的封闭式基金（根据1940年投资公司法注册的封闭式公司（“投资公司法”））。

☐	业务发展公司（封闭式公司，旨在或已选择根据《投资公司法》被监管为业务发展公司）。

☐	间隔基金（注册的封闭式基金或根据《投资公司法》第23c-3条进行定期回购要约的业务发展公司）。

☐	A.2 合格（根据本表格的通用说明A.2有资格注册证券）。

☐	知名资深发行人（根据《证券法》第405条定义）。

☐	新兴成长公司（根据《1934年证券交易法》第12b-2条定义）。

\n \n \n \n

☐	如果为新兴成长公司，请勾选方框表明发行人是否选择不利用《证券法》第7(a)(2)(B)条规定的任何新修订的财务会计标准的延长过渡期。

☐	新发行人（在本次提交前，根据《投资公司法》注册或受监管的时间少于12个日历月）。

解释性说明

根据《证券法》第429条，此处包含的招股说明书是一份综合招股说明书，涉及以下内容：(i) 由RoboStrategy, Inc.（“注册人”）于2026年5月5日之前提交的注册声明（文件编号333-291400），在N-2表格上提交（“2026年5月注册声明”），(ii) 注册人于2026年8月7日之前提交的注册声明（文件编号333-297289），在N-2表格上提交（“2026年8月注册声明”，与2026年5月注册声明一起称为“先前注册声明”），(iii) 注册人根据本注册声明中所述发行额外证券（“注册声明”）。本注册声明也构成对每个先前注册声明的后续有效修正案，此类后续有效修正案将在本注册声明生效时同时生效。本注册声明额外注册了505,379股普通股，加上先前注册声明下注册的23,422,221股，总计23,927,600股。

本招股说明书的信息不完整，可能会被更改。在向美国证券交易委员会提交的注册声明生效前，销售证券持有人不得出售这些证券。本招股说明书不是出售这些证券的要约，也不是在任何允许要约或销售的司法管辖区 soliciting（征求）购买这些证券的要约。

待完成，日期为2026年10月19日

初步招股说明书

$\"\"$

ROBOSTRATEGY, INC.

23,927,600股普通股

这份招股说明书（“招股说明书”）涉及对RoboStrategy, Inc.（“基金”）最多23,927,600股普通股的再销售的注册，再销售由招股说明书所列的股东（“出售股东”）进行。我们的普通股在纳斯达克（“交易所”）上市，股票代码为“BOT”。与首次公开募股不同，出售股东的再销售并未由投资银行承销。出售股东可以选择，也可以不选择根据其自行决定的时机和程度出售本招股说明书涵盖的普通股。如果出售股东进行出售，将按照招股说明书第21页开始的分销计划中所述方式进行。如果出售股东选择出售其普通股，我们不会从出售股东出售普通股中获得任何收益。

我们计划每月确定一次我们普通股的净资产值，或在需要时更频繁地确定。截至2026年9月30日，我们普通股的净资产值为每股11.35美元。2026年10月16日，纳斯达克上我们普通股的最后报告销售价格为每股24.17美元，这比截至2026年9月30日的我们普通股的净资产值高出约113%。

管理人已同意承担与准备、提交和维护本注册声明相关的所有费用，包括法律、会计、印刷、提交、证券交易委员会注册、同意及其他相关费用。因此，预计这些费用不会由基金承担。

我们于2025年5月23日作为马里兰州公司成立。FP Strategies LLC（又名RoboStrategy Advisors），一家波多黎各有限责任公司，担任我们的投资顾问（“管理人”），并在我们董事会（“董事会”）及每位董事（“董事”）的监督下管理我们的投资。

我们是一家最近成立的非多元化封闭式管理投资公司，根据《1940年投资公司法》（经修订）注册为投资公司。我们计划选择作为受监管的投资公司（“RIC”）进行税务处理，并每年符合该资格，根据《1986年国内税收法典》进行美国联邦所得税目的；然而，我们不会在截至2026年8月31日的首个应税年度符合RIC资格，且不能保证我们在截至2027年8月31日的财年中会符合RIC资格。对于我们首个应税年度，以及之后任何不符合RIC资格的年度，我们将被视为美国联邦所得税目的下的公司。因此，基金将根据其应税收入缴纳美国联邦所得税，税率适用于公司，以及适用的州和地方所得税。基金的分配通常被视为应税股息收入，只要基金的当前和累计收益和利润足够。向非美国投资者的基金分配通常会受到30%的美国联邦预提税，或根据适用的税收协定规定的较低税率。我们建议潜在投资者就拥有股份的具体美国联邦、州、地方和非美国税务后果咨询自己的税务顾问。

基金的投资目标是通过在机器人和实体AI公司的股权及与股权相关的投资中获取资本增值，从而实现长期资本增值。该基金主要专注于具有显著增长潜力的私营公司，这些公司通常由风险投资支持，其中许多公司尚未公开上市或对个人投资者不广泛可及。

投资我们的普通股涉及高度风险且高度投机性。在购买我们任何普通股之前，您应阅读招股说明书第33页开始的“投资类型及相关风险因素”部分中对投资我们普通股的主要风险的讨论。此外，投资者应注意以下内容：

\n\n

●

封闭式投资基金的股份通常以低于其净资产值（“NAV”）的价格交易。

\n\n

●

如果我们的普通股交易价格低于我们的NAV，投资者将面临更大的损失风险。

\n\n

●

我们预计不会按季度支付股息，也不会成为可预测的股息发放者，我们预计我们的股息（如有）将不如主要进行债务投资的其他注册投资公司的股息那样稳定。

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	自我们的股份在纳斯达克上市以来，我们的普通股价格波动较大，且股份交易价格曾高于NAV。然而，我们无法保证这种情况会持续，也无法保证普通股未来不会以折价交易。

	●	投资处于成长阶段和中期阶段的技术公司存在重大潜在风险，这些公司具有复杂的资本结构，包括有限的财务资源、有限的经营历史、有限的公开信息、对一小群人员的管理和人才的依赖，以及在产品开发、制造、营销、财务和一般管理等领域的意外问题可能性增加。详见“投资类型及相关风险因素 - 与我们投资相关的风险”。

本招股说明书包含您在投资我们的普通股之前应了解的重要信息。请在投资前阅读本招股说明书并妥善保存以备将来参考。我们还将向美国证券交易委员会（“SEC”）提交定期和即时报告、代理声明和其他关于我们信息。您可以通过联系我们的办公室RoboStrategy, Inc., 151 Calle de San Francisco, Suite 200, San Juan, Puerto Rico 00901，致电我们(787) 722-6881或访问我们的网站www.robostrategy.co，免费获取这些信息。我们网站上的信息并未纳入或构成本招股说明书的一部分。SEC还在http://www.sec.gov设有网站，其中包含这些信息。

SEC或任何州证券委员会均未批准或否决这些证券，也未确定本招股说明书是否真实或完整。与此相反的任何陈述均属刑事犯罪。

本招股说明书的日期为_______________，2026

	页码

招股说明书摘要	1
费用和开支	11
关于前瞻性声明的特别说明	12
销售股东	13
分配计划	22
收益使用	23
基金	23
投资目标与策略	23
当前投资组合	29
投资类型及相关风险因素	34
基金的管理	57
基金费用	58
控制人员	60
股份说明	60
美国联邦所得税的一些考虑	65
作为封闭式基金的监管	75
分配政策；股息	76
分配再投资计划	77
净资产价值的计算	78
法律事项	79
独立注册公共会计事务所	79
可供信息	79
隐私政策和做法通知隐私通知	80

我们和出售股票的股东均未授权任何人向您提供本招股说明书以外的任何信息，我们不对其他人可能向您提供的任何其他信息负责。我们和出售股票的股东均未在任何禁止提供或销售的司法管辖区提供出售这些证券的要约。您应假定本招股说明书中出现的信息仅在本招股说明书封面上的日期是准确的。自该日期以来，我们的业务、财务状况、经营成果和前景可能已发生变化。我们仅在法律要求的情况下更新这些文件以反映重大变化。

-i-

招股说明书摘要

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

基金		RoboStrategy, Inc. 是一家马里兰州公司，根据《1940年投资公司法》（以下简称“1940年法案”）注册为封闭式、非分散型管理投资公司。本文中对“基金”、“我们”、“我们的”或“我们”的引用均指 RoboStrategy, Inc。 \n \n 基金的投资顾问是 FP Strategies LLC（又名 RoboStrategy Advisors），这是一家波多黎各有限责任公司（“顾问”）。基金的投资由顾问管理，并受基金董事会（“董事会”，其每位成员为“董事”）的监督。基金打算每年选择按照《1986年美国国内税收法典》（以下简称“税法典”）第M章的规定被认定并符合监管投资公司的资格（“RIC”）；然而，它不会在截至2026年8月31日的首个应税年度被认定为RIC，并且不能保证基金在截至2027年8月31日的应税年度会被认定为RIC。

出售股票的股东		这份招股说明书涉及根据本招股说明书中所列的销售股东，不定期出售我们普通股的情况。此次注册的股份是通过私募交易获得的，包括在2026年6月11日至2026年7月13日期间进行的一系列私募股权投资（“PIPE”）交易，以及某些之前的私募交易。我们根据适用的注册权协议义务，注册了部分这些股份。销售股东可以出售全部、部分或 none 的股份。我们不会从销售股东出售股份中获得任何收益。参见“销售股东”和“收益用途”。

市场机会		该基金的设立目的是\n 投资于顾问认为最具前景的机器人和物理人工智能（“AI”）\n 公司。 \n \n 顾问认为，世界正处于一场由物理AI模型和硬件供应链进步推动的机器人革命之中。顾问认为\n 这场全球工业能力的结构性变化规模可能与工业革命、互联网的创建或手机的普及相当。\n 先进机器人技术的影响将扩展到每个行业、市场和地理区域。因此，高增长的风投支持的机器人公司的机会涵盖了广泛的领域。顾问认为，机器人技术有潜力产生颠覆性技术，进入一个庞大的可触及市场，并提供显著的商业机会。参见“投资目标和策略”。

投资目标		该基金的投资目标\n 是通过主要投资于机器人\n 和物理AI公司的股权和股权关联投资，以实现长期资本增值。\n 该基金主要专注于具有显著增长潜力的私人、风险投资支持的公司，其中许多公司尚未上市或对个人投资者不广泛可及。 \n \n 无法保证该基金的投资目标能够实现，也无法保证我们的投资计划会取得成功。在没有事先股东批准的情况下，该基金的董事会可以更改投资目标。 \n \n 参见“投资目标和策略”。

\n \n \n \n \n

投资策略

该基金通过主要投资于机器人和物理AI领域内私人和上市公司股权和股权关联证券，以实现其投资目标。这些投资组合公司可能包括普通股或优先股发行人（以下简称“股权证券”）。股权关联证券包括任何可转换、可行使或可交换为发行人股权证券的债务或股权证券，或为我们提供与该发行人股权证券经济敞口的投资，例如通过特殊目的实体（“SPVs”）进行的投资。

\n \n

该基金旨在构建一个高信心度、主题一致的组合，包含20-40个头寸。在正常市场条件下，该基金将至少将其净资产（包括用于投资目的的借款）的80%投资于主要在美国上市的机器人和实体人工智能技术公司的股票和与股票相关的证券。

\n \n

顾问将“机器人和实体人工智能”公司定义为属于以下类别之一的公司：

\n\n\n

(i)

综合解决方案公司。设计、创建、集成或交付机器人、自主技术及/或人工智能的公司，这些技术以产品、软件、硬件或系统的形式存在；

\n \n \n \n \n \n

(ii)

关键组件公司。开发机器人、自主技术或人工智能的构建模块组件的公司，例如用于机器学习的高级机械、半导体、软件和数据库；

\n \n \n \n \n \n

(iii)

认知系统公司。开发能够执行通常需要人类智能的任务的计算机系统的公司，例如视觉感知、机械动作、语音识别、决策和语言之间的翻译；

-1-

\n \n \n \n \n \n

(iv)

关键基础设施公司。通过提供机器人和实体人工智能的关键组件、材料、计算、能源或制造输入来提供重大经济曝光的公司，包括但不限于用于电动机和执行器的稀土矿物、精密执行器和驱动系统、干扰级GPU和边缘计算硬件、机器人视觉传感器、感知模块和其他运动、传感或控制关键输入。此类产品的需求主要由机器人的开发、扩展或部署驱动。对于此类公司，机器人或实体人工智能的采用必须是投资预期增长、估值和风险状况的重要驱动因素，而不是偶然或非核心的终端市场。除了以下定量标准外，机器人或实体人工智能的采用在以下情况下被视为“重要驱动因素”：顾问在投资时预计，公司未来收入增长的50%以上将来自上述输入的销售。顾问基于公司的收入、订单、采购承诺和来自机器人客户的管道；其研发支出、资本支出和用于机器人产品的资金使用情况；以及其预期表现和估值对机器人采用速度的敏感性做出这一预测。

\n \n \n \n \n \n

(v)

前沿系统公司。创建能够在各种环境中实现通用学习、推理或运动控制的系统（例如，视觉-语言-动作（VLA）模型、物理代理或神经任务规划器）的公司。

\n \n \n \n

除了上述类别之一的运营外，机器人和实体人工智能公司还必须满足以下至少一项定量标准：

\n \n \n \n \n

●

该公司至少50%的收入/利润来自上述机器人和物理AI类别中的一项或多项活动，或者该公司至少50%的资产用于上述机器人和物理AI类别中的一项或多项活动；或者

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	如果一家公司尚未产生收入（即“无收入”）或在收入生成公司进行战略转型的情况下，该公司至少将当前的研发预算或资本支出的50%用于上述机器人和物理AI类别中的一项或多项活动。

		该基金通常会尽量将其在每家投资组合公司的投资限制在不超过其资产的20%，以购买时的金额计算。虽然该基金的目标是在每家投资组合公司中初始投资不超过其资产的20%，但该基金的投资价值会波动，因此任何一项投资在任何时候可能代表超过或不足该基金资产的20%。

-2-

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		该基金旨在主要通过直接投资于投资组合公司以及通过特殊目的公司（SPVs）进行投资，以获得对特定投资组合公司的接触。该基金也可能投资于公开股票。该基金还可能直接参与与风险投资公司或由辛迪加领导的投资团体共同投资的轮次。

		基金预期投资的特殊目的实体（SPVs）将是由独立经理管理的私人投资工具，这些经理与基金无关联，旨在通过根据《证券法》规定下的条例D豁免注册的私募证券发行，为基金和其他合格投资者提供对特定私人公司的集中经济敞口。SPVs中的其他合格投资者可能包括高净值个人、家族办公室以及满足“合格投资者”或“合格购买者”要求的实体，具体取决于SPV的结构。通常情况下，SPVs中的其他投资者不会与基金或顾问有关联，然而，根据1940年法案、相关规则以及基金获得的任何相关指导或豁免性救济，基金可能根据规定与关联方共同投资于SPVs。SPV可能通过多种方式获取对底层私人公司的投资，包括通过经理与私人公司或其创始人和/或关键员工之间现有的投资、业务或其他关系。基金预期投资的个别SPV可能具有不同的条款和结构，这可能带来与基金直接持有底层私人公司权益不同的独特风险和经济体验。基金预期投资的SPV类型可能会收取前期销售费用以及管理费和/或收益分成类型的费用，这些费用将影响基金投资的价值和投资回报。SPV中的所有投资者通常将拥有相似的权利，这些权利在SPV的治理文件中有明确规定，但可能根据投资者（包括基金）与SPV经理之间签订的附带协议而有所改变和/或为个别SPV投资者提供某些利益。预计基金投资的SPV不会为基金提供关于SPV或底层私人公司的投票权。基金无意投资于那些将向SPV筹集的资本几乎全部贡献给SPV或拥有任何可能导致基金控制SPV的权利的SPV。因此，基金可能投资的由第三方管理的SPV通常不会是基金的“子公司”。

		在有限的情况下，当底层投资组合公司要求时，基金可能会为特定投资目的创建一个子公司SPV。这些子公司SPV将由基金控制，并在会计上进行合并。这些子公司SPV仅用于持有单一发行人的投资，其本身没有独立的投资策略，受基金与顾问之间的投资咨询协议约束，并且在其他方面与基金一样受到1940年法案的约束。基金及其股东将承担由基金创建的子公司SPV的相应组织和运营费用、成本、开支和责任。本文中对基金投资的提及也包括任何子公司SPV的投资。

		基金可能还将简单未来股权协议（“SAFE”）作为主要投资策略进行投资。SAFE使基金在投资组合公司中拥有某些未来股权权利，类似于认股权证，但初始投资时不会确定每股的具体价格。基金通过SAFE获得股权的能力取决于触发事件的发生，例如定价融资轮次或清算事件。

		在适当的情况下，基金可能通过公开交易股权的私人投资（“PIPE”）交易，包括通过特殊目的收购公司（“SPAC”）结构进行的交易，来获取成长阶段公司的证券。

		基金预计其大部分投资将针对美国国内投资组合公司（即在美国成立的公司），但并不禁止投资于在外国司法管辖区成立的投资组合公司，包括在新兴市场国家成立的公司。基金将新兴市场国家定义为包含在MSCI新兴市场指数中的国家。基金有一项政策，即至少将总资产的25%投资于科技行业公司的发行人证券。

		顾问预计，基金持有的权益证券可能需要数年时间才能增值，且无法保证此类增值一定会发生。由于基金大部分投资的流动性较差，且权益证券通常受到转让限制，因此基金可能无法在基金认为有必要时出售这些证券，甚至可能无法出售。

\n \n \n \n \n \n \n \n \n \n \n \n \n

		基金投资的权益证券通常会受到拖售权的约束，这允许公司的多数股东强制少数股东加入公司出售（这可能以低于我们初始购买价格的每股价格进行）。此外，基金通常会受到锁定期条款的约束，这些条款禁止基金在投资组合公司首次公开发行（“IPO”）后一定时间内（通常为180天）将其权益投资出售给公开市场。因此，在投资组合公司IPO后，基金持有的证券的市场价格可能在基金能够出售这些证券之前大幅下跌。有关基金投资所涉及风险的完整讨论，请阅读题为“投资类型及相关风险因素”的部分。

		基金可能会机会主义地投资于依赖《1940年投资公司法》第3(c)(1)或第3(c)(7)条并根据该法定义被排除在“投资公司”之外的私募基金、对冲基金或风险投资基金（“私募基金”），以获得多样化曝光或共同投资权利。即使此类特殊目的实体（SPV）依赖第3(c)(1)或第3(c)(7)条，基金并不认为为获得特定私募公司曝光而专门设立的单一发行人SPV属于“私募基金”。基金预计对私募基金的投资不会成为其策略的主要部分（即不超过基金资产的5%）。

-3-

投资流程		通过结构化进入方式实现私募市场曝光

		基金旨在通过以下核心策略实现其投资目标：

		识别高质量的成长型公司

		基金专注于具有潜在长期增值能力的成长期和中期的风投支持公司。基金将成长期公司定义为已获得种子轮或A轮融资的公司，中期公司定义为已进行或正在进行B轮至E轮融资的公司。目标企业涵盖机器人和实体AI价值链中的多个领域，包括但不限于人形系统、自主软件、传感与感知、计算机和AI硬件、电气化与电力、工业自动化、车队管理和现场机器人。

		顾问利用由创始人、投资者、技术专家和生态系统运营者组成的全球网络。交易机会通过直接的创始人关系、与领先风险投资公司的共同投资，以及对新兴公司的早期可见性来获取。

		顾问利用其集体的行业知识和市场分析，识别具有持久差异化优势和强大运营基本面的公司。特别关注那些在战略退出或上市前具有规模化估值增长潜力的公司。基金的获取优势还得到了其早期参与标志性交易的支持，并通过与潜在投资组合公司的密切接触，在关键转折点上进行资本部署的承销。为了评估具有强大运营基本面的公司的广泛投资机会，顾问将扩大其获取网络。

		虽然基金主要针对美国公司，但可能会有机会投资于发达市场和新兴市场中的一些高信心公司。核心重点仍然是具有突破潜力的早期至成长期私营公司。

		精选投资获取

		基金通过多种交易结构，包括但不限于直接股权投资、二次购买以及参与SPV或共同投资机会，战略性地收购私营和上市公司中的股权。这些股权通常属于对个人投资者来说难以接触的公司。顾问在定价和投资组合进入方面采取有纪律的方法，力求在具有不对称上行潜力的估值水平进行投资。

		基金强调基于里程碑的资本部署，根据技术或商业转折点的实现情况分配后续投资。这种有纪律的方法支持动态的仓位规模和风险可控的敞口。

		多元化投资组合构建

		为降低投资组合集中风险，基金在多个机器人子领域中构建非控股股权投资的多元化投资组合。这种投资组合设计旨在减少对任何单一公司或垂直领域的不利发展的影响。基金的结构使投资者能够通过专业管理、公开可访问的工具，接触到传统上流动性差且由机构主导的资产类别——早期机器人和AI股权。

		顾问公司应用了一个多层风险管理体系，包括严格的尽职调查、对投资组合公司的积极监控、头寸规模限制以及季度估值审查。

		退出策略

\n \n \n \n \n

该基金预计主要通过以下方式实现流动性及资本增值：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		●	投资组合公司的首次公开募股（IPO）或直接上市；

		●	并购交易，包括投资组合公司的战略出售；

		●	在私人资本市场中向合格买家出售私人证券；

		●	投资组合公司或主要投资者的赎回或回购；

		●	在投资组合退出时，通过特殊目的公司（SPVs）、私人投资于公开市场（PIPEs）或共同投资工具进行分配。

		鉴于私募市场的非流动性，退出时间表在不同投资中可能会有显著差异。顾问公司将积极监控流动性机会，并在确定退出时机和方式时考虑市场状况、投资组合公司的里程碑以及公开市场可比公司。该基金将进行基于强大逻辑的投资，并可能在首次公开募股或直接上市后继续持有头寸。当需要优化投资组合结构时，该基金可能会机会性地重新配置到更具流动性的资产，包括现金及现金等价物。

-4-

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

交易所交易代码		“BOT”

当前投资组合		截至2026年9月30日，该基金总资产为2.7766310044亿美元，并直接持有或对以下投资组合公司的证券有敞口：Apptronik, Inc., Figure AI, Inc., Dyna, Inc., Dexmate, Inc., Standard Bots Company, Path Robotics, Inc., Maven Robotics, REK Inc., GMI Computing Holding (Cayman) Ltd., Cyan Robotics, Inc. (d/b/a Coco Robotics), Nox Metals, Inc., Modal Motors Inc., Endiatx, Inc., Allonic, Inc., Purple Rhombus LLC., Prometheus Industries, Inc. 和 Eccentric Machines, Inc. \n \n 参见“当前投资组合”。 \n \n 该基金计划在其网站上每月计算并发布其净资产值，于每个会计月结束后的30天内。此外，该基金将在每个季度结束后的60天内，在其网站上公布所有投资组合投资，包括SPV中的底层投资组合投资，包括与这些底层投资组合投资相关的所持股份的数量、类型或类别，以及每项底层投资组合投资所代表的基金总份额的总百分比。如需，该基金可能会更频繁地计算其净资产值，详见“净资产值的计算”，并在这种情况下及时更新网站上的数值。

杠杆		我们可能会根据《1940年法案》允许的程度使用杠杆。我们被允许通过任何形式的财务杠杆工具获得杠杆，包括从银行或其他金融机构借款、保证金设施、票据或优先股，以及由逆回购协议或其他类似交易产生的杠杆。我们可能通过进入信贷设施或其他杠杆工具进一步增加杠杆。产生杠杆的工具通常根据《1940年法案》被视为高级证券。对于作为股票的高级证券（即优先股股份），我们在发行任何此类优先股股份时，必须至少具有200%的资产覆盖，计算方式为：在发行此类优先股股份时，我们的总资产（减去所有不以高级证券形式表示的负债和债务）与我们发行的代表债务的高级证券总额加上任何发行的优先股股份的总清算优先权之比。对于代表债务的高级证券（即借款或视为借款），除《1940年法案》定义的临时借款外，我们必须至少具有300%的资产覆盖，计算方式为：在借款时，我们的总资产（减去所有不以高级证券形式表示的负债和债务）与我们发行的代表债务的高级证券总额之比。参见“与杠杆相关的风险。”

分配政策		我们可能进行的分配的时间和金额将由我们的董事会决定。任何对我们的股东的分配都将从法律上可用于分配的资产中宣布。由于我们主要专注于投资于提供资本增值机会的权益证券，我们预计不会按季度或其他方式支付股息，也不会成为可预测的股息分配者。我们分配的具体税务特征将在年度结束之后报告给股东。未来可能的分配将由我们的董事会决定。参见“分配。” 为了符合注册投资公司（RIC）的资格，我们必须进行某些分配。参见“某些美国联邦所得税考虑因素 - 作为受监管投资公司的税务处理。”

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

分配再投资计划		我们为股东制定了一个“不参与”分配再投资计划。因此，如果我们宣布现金股息或其他分配，每个未“退出”我们分配再投资计划的股东将自动将其股息或分配再投资于我们普通股的额外股份，而不是收到现金分配。以普通股形式收到股息和其他分配的股东通常与选择以现金形式收取分配的股东面临相同的美国联邦税务后果；然而，由于他们的现金股息将被再投资，这些股东将不会收到用于支付再投资股息相关税款的现金。参见“分配再投资计划。”

董事会		董事会对监督和管理基金的投资计划及其管理与运营负有总体责任。董事会的大多数成员是由不是基金或顾问的“关联人士”的个人组成，该术语的定义见《1940年法案》。参见“基金的管理”。

顾问		根据基金与顾问之间的投资顾问协议（“顾问协议”），顾问担任基金的投资顾问。顾问是一家根据波多黎各法律成立的有限责任公司。顾问由其投票成员安德鲁·康和马克·韦斯坦因控制。顾问协议的初始期限为两年。此后，如果董事会每年批准继续，则顾问协议可每年继续有效。任何一方均可提前60天通知终止顾问协议。参见“基金的管理”。

\n \n \n \n \n

管理费

根据顾问协议，基金向顾问支付投资管理费，作为顾问向基金提供顾问服务和其他服务的对价。作为此类服务的对价，基金以年费率2.5%向顾问支付费用，该费用按月计算并按月后付，基于基金最近两个月结束时的总资产价值（包括通过借款购买的资产）的平均值（“管理费”）。\n

\n \n

参见“基金的管理”和“费用和开支。”

-5-

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

其他费用和开支		除了根据顾问协议应由顾问承担的特定费用外，基金及其投资者承担基金业务中产生的所有费用和基金的运营费用。参见“基金费用摘要”和“费用和开支。”

利益冲突		顾问及其关联方可能为其自身账户和其他管理账户进行投资活动，这可能导致对基金不利的利益冲突。基金和顾问已制定政策和程序以减轻任何利益冲突的影响。参见“利益冲突。”

最新进展		\n 2026年5月11日，我们与顾问和Roth Principal Investments, LLC（“Roth”，一家特拉华州有限责任公司）签订了股权信贷额度（“承诺股权计划”）协议（“购买协议”）。根据购买协议，基金在该计划启动后的36个月内有权（但无义务）指示Roth购买基金普通股，总购买价格不超过20亿美元。 \n \n 根据购买协议出售的普通股仅由基金自行决定，基金没有义务向Roth出售任何股份。根据该计划出售的股份的购买价格通常基于基金普通股的市场价格，再减去2.0%的折扣。然而，基金不得根据购买协议以低于（i）基金当时每股净资产值或（ii）购买协议中规定的适用基础价格的较高者的价格出售股份。购买协议还包含在适用的纳斯达克规则下未经股东批准不得发行的股份数量限制，并限制Roth对基金已发行普通股的有益所有权。 \n \n 作为购买协议的一部分，基金同意向Roth支付25,000美元的结构费用和最高14,000,000美元的承诺费用。基金还与Roth签订了一份登记权协议，根据该协议，基金同意为根据购买协议可发行的股份进行登记。 \n \n 作为购买协议的一部分，基金此前提交了一份登记声明，涵盖Roth根据购买协议最多可发行的14,100,000股基金普通股的转售。购买协议预计最多购买2,000,000,000美元的基金普通股；然而，在充分利用购买协议下的全部金额之前，可能需要提交额外的登记声明，并根据纳斯达克规则，如适用，还需获得股东批准。

\n \n \n \n \n

估值

基金的份额净值将根据基金投资组合证券和其他资产在每月基础上的价值计算，或在需要时更频繁地计算。参见“净资产值的计算”。基金的政策是当市场报价易于获得时，使用市场报价对投资组合证券进行估值。根据该政策，只有当该报价是在活跃市场中可获得的相同投资的未调整报价，并且基金可以在计量日访问该报价时，市场报价才被视为易于获得，前提是如果报价不可靠，则该报价不会被视为易于获得。如果市场报价不易获得，证券或其他资产将根据基金的估值政策和程序按公允市场价值进行估值。

\n \n

基金将把大部分资产投资于某些证券和其他金融工具，例如私人公司的股权证券，这些证券没有易于确定的市场价格。当市场报价不易获得或顾问认为不可靠时，基金的投资将根据董事会批准的程序和方法按公允价值进行估值。董事会已指定顾问根据1940年法案下的规则2a-5以及基金的估值程序和方法，确定基金投资的公允价值。

\n \n

公允价值本质上是主观的，无法保证该价格会等于或接近该证券在独立第三方之间的交易中出售的价格。参见“净资产值的计算”。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

税务摘要		我们打算选择按照美国联邦所得税目的被认定为合格的受控外国公司（RIC），并且我们打算以符合RIC适用税务待遇的方式运营；然而，我们不会在截至2026年8月31日的首个应税年度中符合RIC资格，也无法保证我们在截至2027年8月31日的应税年度中会符合RIC资格。对于我们首个应税年度，以及之后任何我们不符合RIC资格的年度，我们将按照美国联邦所得税目的被认定为公司。因此，基金将根据其应税收入按公司税率缴纳美国联邦所得税，以及适用的州和地方所得税。基金的分配通常将被视为应税股息收入，只要基金的当前和累计收益和利润足够。向非美国投资者的基金分配通常将适用30%的美国联邦预提税，或根据适用的所得税条约规定的较低税率。建议潜在投资者就拥有份额的具体美国联邦、州、地方和非美国税务后果咨询自己的税务顾问。

		如果我们能在后续应税年度中符合RIC资格，我们作为RIC的税务待遇将使我们能够扣除向股东支付的合格分配，因此我们通常仅就保留且未分配的收益缴纳美国联邦所得税。

		为了保持RIC的资格，我们必须，除其他要求外：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		●	在每个应税年度中，至少获得90%的总收入来自股息、利息、出售或其他处置股票或证券的收益以及其他指定类别的投资收入；以及

		●	保持投资组合的多样化。

-6-

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		此外，为了获得RIC的税务待遇，我们通常必须在每个应税年度及时分配（或被视为分配）美国联邦所得税目的的股息，金额至少等于（i）我们投资公司应税收入的90%（通常为我们的普通收入加上实现的短期资本利得净额超过实现的长期资本损失净额的差额）以及（ii）该应税年度内我们净免税收入的90%。

		作为RIC，我们通常不会因及时分配（或被视为分配）给股东的投资公司应税收入和净资本利得而受到美国联邦所得税的征税。如果我们未将投资公司应税收入和净资本利得分配给股东，我们将根据公司税率缴纳美国联邦所得税。如果我们未能及时分配足够数量的投资公司应税收入或净资本利得，我们可能会被征收4%的不可抵扣美国联邦消费税。我们可能会选择保留全部或部分净资本利得或部分收入，并就此类收入或利得缴纳相应的美国联邦所得税。详见“某些美国联邦所得税考虑因素”。

风险因素		无法保证基金能够实现其投资目标。您在基金中的投资价值以及您从基金投资中获得的回报金额可能会大幅波动。您可能会损失在基金中的部分或全部投资，或者您的投资可能表现不如其他类似投资。因此，在投资基金之前，请仔细考虑以下风险。请参阅“投资类型及相关风险因素”部分，以获得对与基金相关的主要风险因素的更详细讨论。

		与我们业务和结构相关的风险

		●	基金可能投资于数量较少的组合公司，从而导致投资分散化不足。

		●	我们的董事长兼首席执行官拥有我们股票的较大比例，并且能够对需股东批准的事项施加重大影响。

		●	不利的市场状况可能对基金的组合公司和基金的回报产生重大不利影响。

		●	政治、社会和经济的不确定性风险可能对基金产生重大不利影响。

		●	网络攻击可能对基金产生重大不利影响。

		●	美国关税和进出口法规的变化可能对我们的组合公司的运营产生负面影响，并进而对我们产生负面影响。

		●	组合公司股份与基金股份之间的交换可能给基金带来投资和经济上的挑战。

		●	依赖顾问的关键人员存在相关风险。

		●	基金的财务状况和经营成果取决于其实现投资目标的能力。

		●	基金可能会经历季度业绩的波动，它可能无法复制过去的投资机会或在以后期间进行目前所做的类型的投资。

		●	基金在直接股权投资机会的高竞争市场中运营。如果基金无法进行投资，这可能对其表现产生不利影响。

		●	基金在投资者资本的高竞争市场中运营，直接竞争对手进入市场可能会对基金筹集资本的能力产生不利影响。

		●	存在重大潜在的利益冲突，这可能影响基金的投资回报，并限制其投资政策的灵活性。

		●	如果您的投资价值下跌，仍需支付管理费。

		●	governing the Fund’s operations may adversely affect its business.

		●	顾问对基金的组合有完全的决定权，基金的股东不参与投资决策。

-7-

		●	我们的投资组合将按照我们的董事会制定的程序，本着诚信原则确定的公允价值进行记录，因此，我们对投资组合的价值存在且将持续存在不确定性。

		●	我们的投资组合可能集中在少数几家投资公司，如果其中一家或多家公司的业务或市场地位恶化，或其特定行业出现市场低迷，这将使我们面临重大损失的风险。

		●	与多元化基金相比，我们可能更容易受到任何单一企业、经济、政治或监管事件的不利影响。

		●	我们与关联方进行交易的能力受到限制。

		●	如果我们无法符合RIC的资格，我们将根据美国联邦所得税规定，按公司税率对其收入和收益征税。

		●	如果我们能在随后的应税年度符合RIC的资格，如果我们提前或在未收到代表该收入的现金的情况下确认收入，我们可能会在支付必要分配方面遇到困难。

		●	如果我们能在随后的应税年度符合RIC的资格，并且我们未被认定为“公开发行的受监管投资公司”，某些股东将被视为已收到某些收入，并且其可分配费用份额可能无法扣除。

		●	我们无法预测新的税收立法将如何影响我们、我们的投资或我们的股东，任何此类立法都可能对我们业务产生不利影响。

		●	我们的董事会可在未经事先通知或股东批准的情况下更改我们的非基本投资政策和投资策略，其影响可能是不利的。

		●	基金有赔偿义务。

		与我们投资相关的风险

		●	基金对投资公司的投资可能非常危险，基金可能会损失全部或部分投资。

		●	基金可能无法从其投资中获得收益，可能被迫以损失出售其投资，这是由于多数股东的行为所致，而且由于某些投资公司可能为资助其运营而承担大量债务，如果任何投资公司破产或清算，基金可能会在其投资中完全损失。

-8-

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		●	由于基金的投资通常不是公开交易的证券，因此其投资的公允市场价值存在不确定性，这可能会影响基金净值的确定。

		●	基金的许多投资缺乏流动性，且可能需要较长的持有期，这可能会影响其业务，并延迟任何收益的分配。

		●	基金投资的科技公司面临许多风险，包括波动性、激烈的竞争、生命周期缩短、产品过时、消费者偏好变化和周期性低迷。

		●	投资于人形和实体人工智能技术公司存在风险。

		●	由于基金通常不会持有其投资组合公司的控制性股权，因此基金可能无法对投资组合公司行使控制权，也无法阻止投资组合公司的主要股东或管理层做出可能降低其投资价值的决策。

		●	投资外国公司可能涉及除美国投资固有风险以外的重大风险。

\n \n \n \n \n \n

●

投资于特殊目的实体（SPVs）或类似投资结构存在风险，包括基金将承担其在SPVs投资中的按比例分摊费用，并且对底层投资组合公司没有直接索赔权。

		●	通过特殊目的收购公司（SPACs）提供的PIPE交易进行投资存在相关风险。

		●	对投资组合公司的间接投资涉及重大风险，包括投资组合公司可能不承认我们的投资，并积极试图阻碍它。

		●	投资于在私人二级市场交易的证券存在重大潜在风险。

		●	由于转让限制和基金投资的非流动性，基金可能无法在决定时购买或出售其投资。

		●	The Fund may be subject to lock-up provisions or agreements that could prohibit it from selling its investments for a specified period of time.

		●	There are significant potential risks associated with investing in venture capital and private equity-backed companies with complex capital structures.

		●	There are significant potential risks relating to holding portfolio company securities following an IPO.

		●	There are risks relating to investing in other registered investment companies.

		●	There are risks relating to investing in ETFs and ETPs.

		●	Investments in Private Funds may involve significant risks.

-9-

		Risks Related to Leverage

		●	We may borrow money, which may magnify the potential for loss and may increase the risk of investing in us.

		●	Regulations governing our operation as a registered closed-end management investment company affect our ability to raise additional capital and the way in which we do so. The raising of debt capital may expose us to risks, including the typical risks associated with leverage.

		Risks Related to Our Securities and the Committed Equity Facility

		●	It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to Roth Principal Investments, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under the Purchase Agreement with Roth Principal Investments.

		●	The sale of the shares of common stock acquired by Roth Principal\n Investments (or issued pursuant to other offerings, including any future “at-the-market” program, which would permit\n us to sell shares of our common stock from time to time into the existing trading market at prevailing market prices), or the perception\n that such sales may occur, could cause the price of our common stock to fall.

		●	Investors who buy shares at different times will likely pay different prices.

		Risks Related to the Listing of Our Shares

		●	Common stock of closed-end management investment companies has in the past frequently traded at discounts to their NAVs, and we cannot assure you that the market price of our shares will not decline below our NAV per share.

		●	Our common stock has traded at a premium to net asset value; however,\n we cannot assure that this will occur after any offering.

		●	Our direct listing differed significantly from listings arising\n from an underwritten initial public offering, including because there were no underwriters or related price stabilization activities,\n no fixed number of shares available for sale at listing, and no traditional roadshow, which may contribute to trading price volatility\n and uncertain trading volume for our common stock.

		●	The public price of our shares of common stock may have little or no relationship to the historical sales prices of our shares of common stock.

		●	Direct listings by closed-end management investment companies are infrequent, which could contribute to a volatile trading price and uncertain trading volume for our common stock.

		●	Investors in our common stock may be unable to bring claims under Sections 11 and 12(a)(2) of the Securities Act due to the requirement to trace shares to the applicable registration statement, which may limit the remedies available to investors acquiring shares in a direct listing and adversely impact the market price of our common stock.

		●	Our stock price may be volatile, and could decline significantly and rapidly.

		●	An active, liquid, and orderly market for our common stock may not be sustained. You may be unable to sell your shares of common stock at or above the price at which you purchased them.

		See “Types of Investments and Related Risk Factors.”

-10-

FEES AND EXPENSES

The following table is intended to assist you\nin understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated\nin the table below are estimates and may vary. The expenses shown in the table under “Annual expenses” are based on estimated\namounts for our current fiscal year. The following table should not be considered a representation of our future expenses. Actual expenses\nmay be greater or less than shown. Except where the context suggests otherwise, whenever this Prospectus contains a reference to fees\nor expenses paid by “us” or “the Fund” or that “we” will pay fees or expenses, you will indirectly\nbear these fees or expenses as an investor in the Fund.

*Annual expenses*	*Percentage of Net Assets Attributable to Common Stock*
Management Fee	2.50%⁽¹⁾
Interest Payments on Borrowed Funds	0.00%⁽²⁾
Acquired Fund Fees and Expenses	0.07%⁽³⁾
Other Expenses	1.41%⁽⁴⁾
Current Income Tax Expense	0.00%⁽⁵⁾
Deferred Income Tax Expense	0.00%⁽⁶⁾
Total Annual Expenses	3.98%

Under the Advisory Agreement we will pay the Adviser a Management Fee, payable monthly, in an amount equal to 2.50% of our average gross assets at the end of the two most recently completed calendar months. For purposes of the Advisory Agreement, the term “gross assets” includes assets purchased with borrowed amounts. The Management Fee reflected in the table is estimated for the Fund’s current fiscal year. Additionally, this estimate is calculated by determining the ratio that the Management Fee bears to our net assets attributable to common stock (rather than our gross assets).

2.	The Fund does not intend to incur leverage within the next twelve months.

3.	Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. The amount under this line item is estimated for the current fiscal year.

4.	Other expenses includes accounting, valuation, legal and auditing fees of the Fund, organizational costs, expenses related to the Fund’s distribution reinvestment plan, as well as fees paid to the Administrator, the transfer agent, the custodian and the Directors. Other expenses are estimated for the current fiscal year.

5.	The Fund may not qualify as a RIC and thus may be treated as a corporation for U.S. federal income tax purposes for its taxable year ending August 31, 2027. Because the Fund does not generally expect to receive interest or dividend income from its investments, the Fund does not expect to incur income tax expense for the fiscal year ended August 31, 2027.

6.	Deferred income tax expense relates to the tax effect of unrealized appreciation or depreciation on the Fund’s investments resulting from the Fund being treated as a corporation for U.S. federal income tax purposes for its initial taxable year, and for any year thereafter in which the Fund does not qualify as a RIC. The Fund is not able to estimate any deferred income tax expense that may be incurred in future years.

The following example demonstrates the projected\ndollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating\nthe following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain\nat the levels set forth in the table above.

Example	1 Year	3 Year	5 Years	10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return	$ 40	$ 127	$ 224	$ 523

The foregoing table is to assist you in understanding\nthe various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required\nby the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. In addition, while the example\nassumes reinvestment of all dividends and distributions at NAV, if our Board authorizes and we declare a cash dividend, participants in\nour distribution reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock,\ndetermined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common\nstock at the close of trading on the valuation date for the distribution. See “Distribution Reinvestment Plan” for additional\ninformation regarding our distribution reinvestment plan.

This example and the expenses in the table above\nshould not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses)\nmay be greater or less than those shown.

-11-

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus, including the documents we incorporate\nby reference herein, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements\nare not historical facts, but rather are based on current expectations, estimates and projections about the Fund, our current and prospective\nportfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,”\n“intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,”\n“estimates,” “would,” “could,” “should,” “targets,” “projects,”\nand variations of these words and similar expressions are intended to identify forward-looking statements.

The forward-looking statements contained in this\nProspectus involve risks and uncertainties, including statements as to:

\n\n

●

our future operating results,\nincluding our ability to achieve objectives;

\n\n

●

our business prospects and\nthe prospects of our portfolio companies;

\n\n

●

the impact of investments that\nwe expect to make;

\n\n

●

our contractual arrangements\nand relationships with third parties;

\n\n

●

the dependence of our future\nsuccess on the general economy and its impact on the industries in which we invest;

\n\n

●

market conditions and our ability\nto access capital;

\n\n

●

the ability of our portfolio\ncompanies to achieve their objectives;

\n\n

●

the valuation of our portfolio\ncompanies, particularly those having no liquid trading market;

\n\n

●

our expected financings and\ninvestments;

\n\n

●

the adequacy of our cash resources\nand working capital; and

\n\n

●

the timing of cash flows, if\nany, from our investments.

These statements are not guarantees of future\nperformance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict\nand could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without\nlimitation:

\n\n

●

a contraction of available\ncredit and/or an inability to access the equity markets could impair our investment activities;

\n\n

●

interest rate volatility could\nadversely affect our results, particularly if we elect to use leverage as part of our investment strategy;

\n\n

●

currency fluctuations could\nadversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated\nin foreign currency rather than U.S. dollars;

\n\n

●

the impact of information technology\nsystem failures, data security breaches, data privacy compliance, network disruptions and cybersecurity attacks; and

\n\n

●

the risks, uncertainties and\nother factors we identify in “Types of Investments and Related Risk Factors” and elsewhere in this Prospectus and in our\nfilings with the SEC.

-12-

SELLING STOCKHOLDERS

This Prospectus covers the resale by the Selling\nStockholders of up to an aggregate of 23,927,600 shares of common stock.

The private offerings by which the Selling Stockholders\nacquired their securities from us were exempt from the registration provisions of the Securities Act, including pursuant to Section 4(a)(2)\nthereof and Rule 506 of Regulation D thereunder.

The shares of common stock being offered by the\nSelling Stockholders were acquired as follows:

\n \n \n \n

1.	In a private placement conducted prior to the listing of the Fund’s shares on Nasdaq.

\n \n \n \n

2.	In a series of PIPE transactions pursuant to Securities Purchase Agreements and Registration Rights Agreements entered into between June 11, 2026 and July 13, 2026.

\n \n \n \n

In a PIPE transaction, pursuant to a Securities Purchase Agreement (containing registration rights) dated as of June 29, 2026, with certain institutional investors, which was facilitated by a placement agent (the \"Placement Agent\"), pursuant to a Placement Agency Agreement, dated as of June 29, 2026, between the Company and the Placement Agent.

We are registering the shares issued in the above\nreferenced PIPE transactions pursuant to our obligations under the applicable registration rights agreements or securities purchase agreements\nto permit the Selling Stockholders to resell or otherwise dispose of the shares in the manner contemplated under “Plan of Distribution”\nbelow.

The Selling Stockholders may sell some, all or\nnone of their shares. We do not know how long the Selling Stockholders will hold the shares before selling them, and we currently have\nno agreements, arrangements or understandings with any of the Selling Stockholders regarding the sale of any of the shares.

The following table sets forth the shares\nbeneficially owned, as of September 29, 2026, by the Selling Stockholders prior to the offering contemplated by this Prospectus, the\nnumber of shares that the Selling Stockholders may offer and sell from time to time under this Prospectus and the number of shares which\nthe Selling Stockholders would own beneficially if all such offered shares are sold. Beneficial ownership is determined in accordance\nwith Rule 13d-3(d) promulgated by the SEC under the Exchange Act.

None of the Selling Stockholders are registered\nbroker-dealers or affiliates of registered broker-dealers. Each Selling Stockholder acquired its shares solely for investment purposes\nand not with a view to or for resale or distribution of such securities.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Beneficial \nOwnership Before \nOffering	Number of \nShares Being \nOffered	Beneficial \nOwnership After \nthe Offering	Percentage \nOwnership After \nthe Offering
Android 21 LLC⁽¹⁾	272,405	272,405	0	0%
Arrington XRP Capital Fund	84,298	84,298	0	0%
Lunarian Inc.	148,676	148,676	0	0%

(1) This Selling Stockholder is an officer or\ndirector of the Fund (or an entity controlled by an officer or director of the Fund).

The following table sets forth the shares\nbeneficially owned by the Selling Stockholders that were previously registered under the registration statements on Form N-2 dated May\n5, 2026 (File No. 333-291400) and dated August 7, 2026 (File No. 333-297289), previously filed by the Fund and carried forward in this\nRegistration Statement, the number of shares that the Selling Stockholders may offer and sell from time to time under this Prospectus\nand the number of shares which the Selling Stockholders would own beneficially if all such offered shares are sold. Beneficial ownership\nis determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act.

-13-

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Beneficial \n Ownership Before \n Offering	Number\n of \n Shares Being \n Offered	Beneficial \n Ownership After \n the Offering	Percentage \n Ownership After \n the Offering
0xkb Capital Ltd	50,000	50,000	0	0%
11-11 DG Holdings, LLC	25,000	25,000	0	0%
1373819 B.C. Ltd.	500	500	0	0%
2612254 Ontario Inc	1,000	1,000	0	0%
Abhey Sur	500	500	0	0%
Addison Chu	500	500	0	0%
Ahmed Al-Balaghi	2,000	2,000	0	0%
AIK Capital Ltd.	998,000	998,000	0	0%
AKLK Robotics Investor LLC	38,080	38,080	0	0%
Albert Chen	10,000	10,000	0	0%
Albert Chon	166,800	166,800	0	0%
Alex Ridha	2,500	2,500	0	0%
Alexander Golding	10,000	10,000	0	0%
Alexander Horn	500	500	0	0%
Alexander James Graham Isaacs\n	1,000	1,000	0	0%
Alexander Salnikov	1,000	1,000	0	0%
Alexander Yuen	2,500	2,500	0	0%
Alfredo Gelasio	5,000	5,000	0	0%
Allen Chachkes	10,000	10,000	0	0%
Aman Venkateswaran	2,000	2,000	0	0%
Amanda Young	500	500	0	0%
Ameeth Devadas	2,500	2,500	0	0%
Amenser\n Ong Meng Shian	500	500	0	0%
Andrej Radonjic	1,000	1,000	0	0%
Andres Walter Solanot	500	500	0	0%
Andrew Ahn	6,000	6,000	0	0%
Andrew Chorlian	1,000	1,000	0	0%
Andrew Kang⁽¹⁾	2,054,000	2,054,000	0	0%
Andrew Kim	10,000	10,000	0	0%
Android 20 LLC⁽¹⁾	1,774,685	1,774,685	0	0%
Android 21 LLC⁽¹⁾	1,755,282	1,755,282	0	0%
Anil Lulla	10,000	10,000	0	0%
Ankit Aggarwal	5,000	5,000	0	0%
Anson East Master Fund LP	147,827	147,827	0	0%
Anson Investments Master Fund\n LP	434,783	434,783	0	0%
Anson Opportunities Master\n Fund LP	286,956	286,956	0	0%
Anthony C Rondinella	800	800	0	0%
Anthony Kaplan	1,000	1,000	0	0%
Antoine Calderon	300	300	0	0%
Ari Litan	171,620	171,620	0	0%
Armaan Gori	10,000	10,000	0	0%
Arrington XRP Capital Fund	26,763	26,763	0	0%
Artem Paoutov	500	500	0	0%
Atilla Murat Firat	10,000	10,000	0	0%
Atlantis Industries AG	3,000	3,000	0	0%
Austin Doukas	1,000	1,000	0	0%
Avaroad Cayman	850,000	850,000	0	0%
Avrum Zurlo	2,000	2,000	0	0%
Ba Hien Le	500	500	0	0%
Barron Jeter	200	200	0	0%
Ben Hindman	1,000	1,000	0	0%
Benjamin Fisch	2,500	2,500	0	0%
Bhavik Desai	250	250	0	0%
Blue Lake Partners Pty Ltd	137,332	137,332	0	0%
Boris Alergant	800	800	0	0%
Bradley Dahler	800	800	0	0%
Brandon Hong	25,000	25,000	0	0%
Breed\n Fund II, LP	10,000	10,000	0	0%

-14-

Name	Beneficial \n Ownership Before \n Offering	Number\n of \n Shares Being \n Offered	Beneficial \n Ownership After \n the Offering	Percentage \n Ownership After \n the Offering
Brett Beller	800	800	0	0%
Brett Harrison	20,000	20,000	0	0%
Brian Bailey	500	500	0	0%
Brian Fakhoury	2,500	2,500	0	0%
BRIGALOW HOLDINGS CO PTY LTD\n - ACN: 657 148 519 ATF Morgan Trust	5,148	5,148	0	0%
Brion Isaacs	2,500	2,500	0	0%
Bryan Myint	1,000	1,000	0	0%
Bryant Detwiller	34,000	34,000	0	0%
Cai Yuhan	2,500	2,500	0	0%
Can Kesisoglu	1,000	1,000	0	0%
Caroline Bush	1,000	1,000	0	0%
Cassel Investment Corporation\n	56,513	56,513	0	0%
Charles Lu	20,000	20,000	0	0%
Charles Ma	800	800	0	0%
Chau Kam	10,000	10,000	0	0%
Chen Tian Chuin	500	500	0	0%
Cheng Zhen Meng	3,000	3,000	0	0%
Chengqi Liu	100,000	100,000	0	0%
ChengTa Wang	50,000	50,000	0	0%
Cheong Jun Yoong	250,000	250,000	0	0%
Cheung Chi Kiu	15,000	15,000	0	0%
Chi Liu	1,000	1,000	0	0%
Cho Chung Yeung	1,000	1,000	0	0%
Chris Wardle	200	200	0	0%
Christopher Chuang	5,000	5,000	0	0%
Christopher Janis	27,500	27,500	0	0%
Christopher Laucks	800	800	0	0%
Christopher Snyder	1,000	1,000	0	0%
Chun Kit Tang	4,000	4,000	0	0%
Chunda McCain	1,000	1,000	0	0%
Citrinitas Capital Management\n Inc.	50,000	50,000	0	0%
Claiborne Timon	2,500	2,500	0	0%
Clark Hoon Ahn	3,000	3,000	0	0%
Cody Lau	1,000	1,000	0	0%
Colin Gagich	500	500	0	0%
CortexNet Holdings Ltd	998,000	998,000	0	0%
Cosmin Pereteatcu Nicolae\n	300	300	0	0%
CPC Consulting LLC	500	500	0	0%
Cross Conklin	500	500	0	0%
Crucible Capital Liquid Opportunities\n SPV LLC	10,000	10,000	0	0%
Cyber Citadel	30,000	30,000	0	0%
Daemon Technologies Limited\n	5,000	5,000	0	0%
Damian Januszczak	500	500	0	0%
Dan Edlebeck	1,000	1,000	0	0%
Dana Lee	250	250	0	0%
Daniel Andronic	500	500	0	0%
Daniel Armitage	2,500	2,500	0	0%
Daniel Bernstein	10,000	10,000	0	0%
Daniel J O’Brien	1,500	1,500	0	0%
Daniel Que	30,000	30,000	0	0%
Daniel Wasserman	30,000	30,000	0	0%
Danilo S. Carlucci	300,000	300,000	0	0%
Danny\n Tam	1,000	1,000	0	0%
Dariya Khojasteh	500	500	0	0%
David Golub	500	500	0	0%
David Shang	500	500	0	0%
David Yee	12,500	12,500	0	0%
Derek Rickert	500	500	0	0%
Devin Corr	5,000	5,000	0	0%
Di Chuan Emily Yang	2,000	2,000	0	0%
Dimitris Selekos	10,000	10,000	0	0%
Dmitry Serov	2,500	2,500	0	0%
Dominic Davis	200	200	0	0%
Dry Thunder LLC⁽¹⁾	3,725,000	3,725,000	0	0%
Duncan Reucassel	70,000	70,000	0	0%
Duy Nguyen	2,500	2,500	0	0%
Edward Martin Breed Jr	10,000	10,000	0	0%
Edward Oosterbaan	500	500	0	0%
Edward\n Zha	5,000	5,000	0	0%

-15-

Name	Beneficial \n Ownership Before \n Offering	Number\n of \n Shares Being \n Offered	Beneficial \n Ownership After \n the Offering	Percentage \n Ownership After \n the Offering
EFRA Digital Assets Inc	5,000	5,000	0	0%
Eight Acres Master Fund	100,000	100,000	0	0%
Elaine Weinstein⁽³⁾	1,000	1,000	0	0%
Eleven Eleven Investments,\n LLC	100,000	100,000	0	0%
Elias Chekhab	300	300	0	0%
Elizabeth Stone	200	200	0	0%
Elliott Hoffman	20,000	20,000	0	0%
Elliott Rosenthal	300	300	0	0%
Emile Dubié	2,000	2,000	0	0%
Erik Velie	500	500	0	0%
Evgeny Gokhberg	10,000	10,000	0	0%
Felix von Hanstein	1,000	1,000	0	0%
Feynman Point Asset Management\n Master Fund Ltd.	197,795	197,795	0	0%
Feynman Point Special Opportunities\n Master Fund LP	66,880	66,880	0	0%
Filip Peeters	2,500	2,500	0	0%
Fiona Zhang	500	500	0	0%
Flora Fong	500	500	0	0%
Florian Arboli	1,000	1,000	0	0%
FP Strategies LLC⁽²⁾	390,000	100,000	290,000	1.18%
Fredrick Marion	1,000	1,000	0	0%
Future Prospects Holdings\n Inc	300	300	0	0%
Gabriel K Dizon	2,500	2,500	0	0%
Gabriel Petrea	300	300	0	0%
Galloway Limited	33,333	33,333	0	0%
Gargantua Trading Limited\n	1,000	1,000	0	0%
Gavin Greer	500	500	0	0%
George Mateut	500	500	0	0%
George Samman	7,500	7,500	0	0%
George Shi	500	500	0	0%
Georgio Constantinou	2,000	2,000	0	0%
Georgios Panagiotakopoulos	500	500	0	0%
Gianni Renzi	5,000	5,000	0	0%
Gideon Welles	1,000	1,000	0	0%
Global Hitech Cfi Corp	100,000	100,000	0	0%
Gordon Blank	200	200	0	0%
Graham Duckworth Walter	300	300	0	0%
Gualberto Diaz	2,500	2,500	0	0%
Han Ren	300	300	0	0%
Hanhui Sun	30,000	30,000	0	0%
Hans Sun	5,000	5,000	0	0%
Hansen Wang	20,000	20,000	0	0%
Haralabos Voulgaris	850,000	850,000	0	0%
Hardik Mittal	500	500	0	0%
Harry Chen	20,000	20,000	0	0%
Harvey Clapshaw	500	500	0	0%
Henry Jong-Hin Pong	1,000	1,000	0	0%
Herbert Ong	2,500	2,500	0	0%
Hillcrest Capital Corp	75,757	75,757	0	0%
Hui Liu	5,000	5,000	0	0%
ICRobotics LLC	200,000	200,000	0	0%
Ido Volansky	5,000	5,000	0	0%
Immutable Capital LLC	200,000	200,000	0	0%
Infinis Ventures	1,000	1,000	0	0%
Isen Group, LLC	1,250	1,250	0	0%
Iuliana Ciobotaru	500	500	0	0%
i-Vision Fund Limited	35,198	35,198	0	0%
Ivy Kang⁽³⁾	10,000	10,000	0	0%
Jack Butcher	1,000	1,000	0	0%
Jack Jeng	500	500	0	0%
Jack Lin	15,000	15,000	0	0%
Jack Watters	2,500	2,500	0	0%
Jacob O’Brien	500	500	0	0%
Jake Palumbo	200	200	0	0%
James Doukas	1,000	1,000	0	0%
James Edward Sibley	3,333	3,333	0	0%
James Josling	2,500	2,500	0	0%
James Nguyen	2,000	2,000	0	0%
James Park	15,000	15,000	0	0%
Jamie Shiller	500	500	0	0%
Jan\n Serafini	1,000	1,000	0	0%

-16-

Name	Beneficial\n \n Ownership Before \n Offering	Number\n of \n Shares Being Offered	Beneficial \n Ownership After \n the Offering	Percentage \n Ownership After \n the Offering
Jason\n Mo	263,157	263,157	0	0%
Jason\n Sheena	3,000	3,000	0	0%
Jay\n Harrison	800	800	0	0%
Jeffrey\n Extor	500	500	0	0%
Jeffrey\n Tai	2,000	2,000	0	0%
Jeffrey\n Zirlin	1,000	1,000	0	0%
Jeremy\n Lay and Family Pty Ltd	25,000	25,000	0	0%
Jeremy\n Selman	10,000	10,000	0	0%
Jesse\n Tsai	25,000	25,000	0	0%
Jimmygatz\n Trading Ltd	40,000	40,000	0	0%
Joanne\n Ahn	3,000	3,000	0	0%
John\n M. Griffin (Jack)	1,000	1,000	0	0%
John\n Sabbas	1,000	1,000	0	0%
John\n Wang	5,000	5,000	0	0%
Jonathan\n Levine	100	100	0	0%
Jonathan\n Mak	5,000	5,000	0	0%
Jonathan\n Mcfaul	65,000	65,000	0	0%
Jonathan\n Swerdlin	5,000	5,000	0	0%
Jonathon\n Goldrath	30,000	30,000	0	0%
Joshua\n Reed Rosenthal Revocable Trust dtd 8/20/2025	2,500	2,500	0	0%
Josquin\n Bono	10,000	10,000	0	0%
Juan\n Carlos Stolberg	1,000	1,000	0	0%
Jules\n Bernard Emile Meignier	300	300	0	0%
Julian\n Johannes Volz	500	500	0	0%
Julian\n Philip Spencer Johnson	500	500	0	0%
Juliane\n Indiongco	170	170	0	0%
Julien\n Marechal	5,000	5,000	0	0%
Jun\n Kim	500	500	0	0%
Ka\n Zhang	30,000	30,000	0	0%
Kaesha\n Marie Freyaldenhoven	800	800	0	0%
Kagen\n Atkinson	2,500	2,500	0	0%
Kala\n Superfund	5,000	5,000	0	0%
Kannan\n Freyaldenhoven	250	250	0	0%
KDAA\n Pty Ltd	1,716	1,716	0	0%
Keiran\n Simunovic	800	800	0	0%
Kelly\n Perdew	10,000	10,000	0	0%
Kenneth\n Hsia	236,800	236,800	0	0%
Kevin\n Chen	800	800	0	0%
Kevin\n Hojun Chon	500	500	0	0%
Kevin\n Leung	500	500	0	0%
Kevin\n Li	1,000	1,000	0	0%
Kevin\n McCordic	25,000	25,000	0	0%
Kevin\n Wimer	500	500	0	0%
Komal\n Desai	1,250	1,250	0	0%
Kopa\n International Corp	35,000	35,000	0	0%
KRA\n OVERSEAS LTD	100,000	100,000	0	0%
Kristin\n Dahler	800	800	0	0%
Kunjan\n Ganatra & Dharini Ganatra ATF Ganatra Family Trust	500	500	0	0%
Kurt\n Fruchtman	25,000	25,000	0	0%
Kyle\n V. D’Souza	500	500	0	0%
La\n Paz Holdings, LLC	5,000	5,000	0	0%
Lanrewaju\n Danmola	500	500	0	0%
Lauren\n Baik	60,000	60,000	0	0%
Lawrence\n Callender	500	500	0	0%
Layth\n Kal	2,000	2,000	0	0%
Lee\n Qilin	500	500	0	0%
Len\n Kendall	500	500	0	0%
Lev\n Udodov	1,000	1,000	0	0%
Lewis\n Weinstein⁽³⁾	1,000	1,000	0	0%
Liew\n Ashton	500	500	0	0%
Lin\n Mei Li	10,000	10,000	0	0%
Linus\n Kaiguan Chung	1,000	1,000	0	0%
Lisa\n Cuesta	200	200	0	0%
Liviu\n Alexandru Nica	800	800	0	0%
LL\n SERIES LLC DE TRUST	75,000	75,000	0	0%
Longland\n Street PTY LTD ATF Longland Street Trust	80,648	80,648	0	0%
Louis\n Hospital	7,600	7,600	0	0%
LPSG\n Partners Series LLC DE Trust	171,620	171,620	0	0%

-17-

\n \n \n \n \n \n \n

Name

Beneficial
\n Ownership Before
\n Offering

Number\n of
\n Shares Being
\n Offered

Beneficial
\n Ownership After
\n the Offering

Percentage
\n Ownership After
\n the Offering

\n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n

Luca\n Invernizzi	500	500	0%
Luca\n Schnetzler	10,000	10,000	0%
Lucas\n Raymond	500	500	0%
Lucca\n Spaapen	1,000	1,000	0%
Lukas\n Snycerski	1,250	1,250	0%
Lukasz\n Ziegler	300	300	0%
Luke\n Wagman	66,800	66,800	0%
Maanav\n Khaitan	500	500	0%
Mads\n Ulrich Pedersen	400	400	0%
Maita\n Nolledo	4,000	4,000	0%
MANTOU\n HOLDINGS PTE. LTD.	35,000	35,000	0%
Maria\n Joy Fields & James Michael Fields JT TEN⁽¹⁾	10,000	10,000	0%

Mark Alexander\n Borsten	37,500	37,500	0%
Mark Erickson\n	15,000	15,000	0%
Mark Hickey\n	500	500	0%
Mark Roth	500	500	0%
Marlon Flohr\n	5,000	5,000	0%
Matthew He	500	500	0%
Matthew Slater	15,000	15,000	0%
Mauricio Abreu\n	1,500	1,500	0%
Max Nan Fu	2,000	2,000	0%
Maximilian Lawrence\n	2,500	2,500	0%
McNab POD PTY\n LTD	6,864	6,864	0%
McNab Super\n PTY LTD ATF McNab Family Superannuation Fund	17,162	17,162	0%
Mei Wu	800	800	0%
Mercer Street\n Ventures	2,500	2,500	0%
Mewn Media	1,000	1,000	0%
Michael Chen\n	1,000	1,000	0%
Michael Churchouse	500	500	0%
Michael Qu	5,000	5,000	0%
Michael Weis\n	1,000	1,000	0%
Mike Legge	1,000	1,000	0%
Mikhil Pandey\n	3,000	3,000	0%
Mingjia Yang\n	800	800	0%
Mirror World\n	50,000	50,000	0%
Misha Freyaldenhoven\n	250	250	0%
Mitchel Schneider\n	400	400	0%
Mohammad Abdalrhaman\n	5,000	5,000	0%
Mohit Singh\n Sorout	5,000	5,000	0%
Moon Landing\n Trust	3,000	3,000	0%
Moonwalker Fund\n II LP	10,000	10,000	0%
Morgan Schwanke\n	3,000	3,000	0%
Mythos Orange1\n Co. Ltd.	28,992	28,992	0%
Naman Kapasi\n	1,000	1,000	0%
Natalie Chen\n	200	200	0%
Nathan Janssen	500	500	0%
Navab Investment\n Partners LLC	100,000	100,000	0%
Neil Gerber\n	1,000	1,000	0%
NFY Ventures\n LLC	7,500	7,500	0%
Ng Joe Hoong\n	5,000	5,000	0%
Nicholas Alexander\n Aldrich	200	200	0%
Nicholas Golden	400	400	0%
Nicholas Michlewicz	500	500	0%
Nicolas Carter⁽¹⁾\n	10,000	10,000	0%
Nicole Weinstein⁽³⁾	200	200	0%
Nilseh Global\n Ltd	2,000	2,000	0%
Ninad Naik	2,500	2,500	0%
Nir Moshe Rozin\n	1,000	1,000	0%
Nirojan Thurairajah	500	500	0%
Nishank Gite\n	500	500	0%
Noah Stier	500	500	0%

-18-

\n \n \n \n \n \n \n\n\n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Beneficial \n Ownership Before \n Offering	Number\n of Shares Being Offered	Beneficial \n Ownership After \n the Offering	Percentage \n Ownership After \n the Offering
Noah Zenker\n	1,000	1,000	0	0%
Nolan Timon\n	27,500	27,500	0	0%
Noy Konforty	300	300	0	0%
Number Group\n L.L.C.	1,000	1,000	0	0%
OGTM Holdings\n LLC	125,000	125,000	0	0%
Omar Abadi	800	800	0	0%
Opcode LLC	2,500	2,500	0	0%
OSAZ Ltd.	20,000	20,000	0	0%
Ovidiu Rauca\n	800	800	0	0%
Paa Adu	500	500	0	0%
Pantera Blockchain\n Fund LP	175,994	175,994	0	0%
Pantera Liquid\n Token Fund LP	351,988	351,988	0	0%
Paperclip Partners\n Ltd.	500,000	500,000	0	0%
Paris Etemadi\n Scott	800	800	0	0%
Paul\n Kreternov	500	500	0	0%
Pavanveer\n Heer	500	500	0	0%
Peijin\n Liu	1,000	1,000	0	0%
Peter\n Hughes	2,000	2,000	0	0%
PETROCK\n CAPITAL LTD	30,000	30,000	0	0%
Pochao\n Yang	800	800	0	0%
Prospect\n Investments - MWAE LLC	25,000	25,000	0	0%
Qi\n Zhang	500	500	0	0%
Qing\n Ma	500	500	0	0%
Qiong\n Chen⁽³⁾	25,000	25,000	0	0%
Rahul\n Chandran	500	500	0	0%
Ralph\n van Hilst	2,000	2,000	0	0%
Raphael\n Pierre A Hannaert	500	500	0	0%
Raul\n Andrei Huplea	500	500	0	0%
Ravi\n Makhija	500	500	0	0%
Riley\n Martin-Grieveson	1,000	1,000	0	0%
Rise\nVentures Growth Master, Ltd.	400,000	400,000	0	0%
RJC\n HOLDINGS LLC	3,000	3,000	0	0%
Rob\n Paone	10,000	10,000	0	0%
Robby\n Bain Capital Pty Ltd	500	500	0	0%
Robert\n Conibear	500	500	0	0%
Robin\n Denis	300	300	0	0%
Rohan\n Pandit	2,000	2,000	0	0%
Roland\n Roventa⁽²⁾	50,000	50,000	0	0%
Ronald\n Chan	1,500	1,500	0	0%
Roshun\n Patel	5,000	5,000	0	0%
Rouault\n de la Vigne	300	300	0	0%
Rowealth\n Gaw	300	300	0	0%
Roy\n Learner	5,000	5,000	0	0%
Ryan\n Zurrer	14,500	14,500	0	0%
Ryon\n Nixon	4,500	4,500	0	0%
Sabau\n Razvan Gheorghe	800	800	0	0%
Sam\n Mathews	1,000	1,000	0	0%
Sammy\n Dorf	1,000	1,000	0	0%
Samuel\n Peurifoy legal Owner Via Non-Trust Custodial IRA with AET	500	500	0	0%
San\n Lee	1,000	1,000	0	0%
Sarah\n Shand	2,000	2,000	0	0%
Satya\n Management LLC⁽¹⁾	750,000	750,000	0	0%
Satya\n Robo Holdings LLC⁽¹⁾	195,031	195,031	0	0%
Scott\n Army	20,000	20,000	0	0%
Scott\n Walter⁽²⁾	25,000	25,000	0	0%
Sebastian\n Stupurac	1,000	1,000	0	0%
Sébastien\n Berges	20,000	20,000	0	0%
SHAHRIYAR\n NEMAN GST EXEMPT TRUST E/U G NEMAN LVG TR UA 01/01/2019	100,000	100,000	0	0%
Shai\n Mohaban	5,000	5,000	0	0%
Shaif-Ali\n Shaikh	500	500	0	0%
Shaun\n Wesley Que	500	500	0	0%
Shayaan\n Nackvi⁽²⁾	50,000	50,000	0	0%
Shervin\n Sameni Fallah	800	800	0	0%
Shezi\n Nackvi	500	500	0	0%
Shiny\n Pony LLC	2,500	2,500	0	0%
Shradha\n Kumar	10,000	10,000	0	0%

-19-

\n \n \n \n \n \n \n\n\n\n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Beneficial \n Ownership Before \n Offering	Number\n of \n Shares Being \n Offered	Beneficial \n Ownership After \n the Offering	Percentage \n Ownership After \n the Offering
Shreyas\n Chari	1,000	1,000	0	0%
Spencer\n Hughes	4,000	4,000	0	0%
SSN\n Investments LLC	35,000	35,000	0	0%
Stas\n Oskin	1,000	1,000	0	0%
Stateless\n Liquid Fund LP	34,324	34,324	0	0%
Stephanie\n Zhang	500	500	0	0%
Stephen\n Freyaldenhoven	500	500	0	0%
Stephen\n Marshall	500	500	0	0%
Steve\n Seungsu Han	10,000	10,000	0	0%
Steve\n Sun	500	500	0	0%
Steven\n Tromberg	750	750	0	0%
Steven\n Y Cho	25,000	25,000	0	0%
Sung\n Min Reserve	25,000	25,000	0	0%
T\n Alexander Chen	500	500	0	0%
Tan\n Hong Liang Gabriel	10,000	10,000	0	0%
Tan\n Jun Lek Jerry	500	500	0	0%
Tang\n Capital Group Trust	500	500	0	0%
Tbt\n Living Trust Ua 06/29/2021	400	400	0	0%
The\n Dream Simulation	200,000	200,000	0	0%
Think\n Twice Capital Inc	5,000	5,000	0	0%
Third\n Life Ventures Inc	316,856	316,856	0	0%
Théophile\n Bruneau	300	300	0	0%
Tiffany Huang\n	1,000	1,000	0	0%
Tim Cheng	500	500	0	0%
Timmy David\n Koehler	500	500	0	0%
Timothy Tsai	45,500	45,500	0	0%
Timothy Wilson\n	800	800	0	0%
TN Lee	5,000	5,000	0	0%
Tong Pow	1,000	1,000	0	0%
Tory Paez	500	500	0	0%
Tristan Thompson\n Tr Ua 11/14/2018 Tristan Thompson Trust	4,000	4,000	0	0%
Tristan Vanech	300	300	0	0%
Tze Donn Ng\n	5,000	5,000	0	0%
Udai Singh	9,000	9,000	0	0%
Vasile Gilca	300	300	0	0%
Velimir Gagich\n	1,000	1,000	0	0%
Vikas Desai\n	1,250	1,250	0	0%
Vincent Weisser\n	2,000	2,000	0	0%
Vinson Zhang\n	7,500	7,500	0	0%
Virginia Nackvi	300	300	0	0%
Virtuals Systems\n Global Limited	79,214	79,214	0	0%
Vivian Cheng\n	5,000	5,000	0	0%
Vladimir Eyraud	300	300	0	0%
Wallace Cheng\n	500	500	0	0%
Westwood Trust\n Ua 09/12/2006	10,000	10,000	0	0%
Will McKinnon	500	500	0	0%
William Clemente\n	25,000	25,000	0	0%
William Luedtke\n	2,000	2,000	0	0%
William Nhan\n Tri Ton-That	650	650	0	0%
WONDERSTRUCK\n PTE. LTD.	30,000	30,000	0	0%
Ya Se Wang	2,000	2,000	0	0%
Yakov Volodarsky\n	1,500	1,500	0	0%
Ya-Ling Hsu\n	2,500	2,500	0	0%
Yan Liberman\n	12,500	12,500	0	0%

-20-

Name	Beneficial \n Ownership Before \n Offering	Number\n of \n Shares Being \n Offered	Beneficial \n Ownership After \n the Offering	Percentage \n Ownership After \n the Offering
Yang Gao	1,000	1,000	0	0%
Yann Leo Berthou	300	300	0	0%
Yarus Ventures,\n LLC	10,000	10,000	0	0%
Yassine Elmandjra\n	5,000	5,000	0	0%
Yevgeniy Veltman\n	1,000	1,000	0	0%
Yi Zhang	2,500	2,500	0	0%
Yonatan Bar\n Shaul	500	500	0	0%
Yonatan Ben\n Shimon	5,000	5,000	0	0%
Yoonsup Choi\n	1,000	1,000	0	0%
Yu Kan Adrian\n Lai	183,400	183,400	0	0%
Yulong Liu	10,000	10,000	0	0%
Yun Zhi Tham	500	500	0	0%
Yung Ching Peng\n	1,000	1,000	0	0%
Zachary Iser\n	1,000	1,000	0	0%
Zen Spirit Limited\n	97,500	97,500	0	0%
Zeshen Liu	800	800	0	0%
Zhisong Kenneth\n Zhang	800	800	0	0%
Zhong\n Fang	800	800	0	0%

(1) This Selling Stockholder is an officer or\ndirector of the Fund (or an entity controlled by an officer or director of the Fund).

(2) This Selling Stockholder is the Adviser, or\nan employee of the Adviser.

(3) This Selling Stockholder is a member of the\nimmediate family of an officer or director of the Fund.

Shares of our common stock sold by the Selling\nStockholders will generally be freely tradable. Sales of substantial amounts of our common stock, including by the Selling Stockholder,\nor the availability of such common stock for sale, whether or not sold, could adversely affect the prevailing market prices for our common\nstock.

-21-

PLAN OF DISTRIBUTION

The Selling Stockholders may, from time to time,\nsell any or all of their securities covered hereby on the Exchange or any other trading market, stock exchange or other trading facility\non which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholders\nmay use any one or more of the following methods when selling securities:

\n\n

●

ordinary brokerage transactions\nand transactions in which the broker-dealer solicits purchasers;

\n\n

●

block trades in which the broker-dealer\nwill attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

\n\n

●

purchases by a broker-dealer\nas principal and resale by the broker-dealer for its account;

\n\n

●

an exchange distribution in\naccordance with the rules of the applicable exchange;

\n\n

●

privately negotiated transactions;

\n\n

●

distribution to employees,\nmembers, limited partners or stockholders of the Selling Stockholder;

\n\n

●

in transactions through broker-dealers\nthat agree with a Selling Stockholder to sell a specified number of such securities at a stipulated price per security;

\n\n

●

through the writing or settlement\nof options or other hedging transactions, whether through an options exchange or otherwise;

\n\n

●

a combination of any such methods\nof sale; or

\n\n

●

any other method permitted\npursuant to applicable law.

-22-

Broker-dealers engaged by the Selling Stockholders\nmay arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder\n(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except\nas set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission\nin compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.

The Selling Stockholders and any broker-dealers\nor agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities\nAct in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale\nof the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We are requesting\nthat the Selling Stockholders inform us that they do not have any written or oral agreement or understanding, directly or indirectly,\nwith any person to distribute the securities. We will pay certain fees and expenses incurred by us incident to the registration of the\nsecurities.

To the extent a Selling Stockholder may be deemed\nto be an “underwriter” within the meaning of the Securities Act, it will be subject to the Prospectus delivery requirements\nof the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this Prospectus which qualify for sale pursuant\nto Rule 144 under the Securities Act may be sold under Rule 144 rather than under this Prospectus. We are requesting that Selling Stockholders\nconfirm that there is no underwriter or coordinating broker acting in connection with their proposed sale of the resale securities.

We intend to keep this Prospectus effective until\nall of the securities have been sold pursuant to this Prospectus or Rule 144 under the Securities Act or any other rule of similar effect.\nThe resale securities will be sold only through registered or licensed brokers or dealers if required under applicable securities laws.\nIn addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for\nsale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the\nExchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities\nwith respect to the Fund’s common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement\nof the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules\nand regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of our common stock by the Selling\nStockholders or any other person. We will make copies of this Prospectus available to the Selling Stockholders and are informing the Selling\nStockholders of the need to deliver a copy of this Prospectus to each purchaser at or prior to the time of the sale (including by compliance\nwith Rule 172 under the Securities Act).

USE OF PROCEEDS

We will not receive any proceeds from the sales\nof shares of our common stock by the Selling Stockholders.

THE FUND

The Fund is a non-diversified closed-end management\ninvestment company registered under the 1940 Act. The Fund was organized as a Maryland corporation on May 23, 2025. The Fund’s principal\naddress is 151 Calle de San Francisco, Suite 200, San Juan, Puerto Rico 00901, and its telephone number is 787-722-6881. Investment advisory\nservices are provided to the Fund by the Adviser pursuant to the Advisory Agreement. The individuals who serve on the Board are responsible\nfor monitoring and overseeing the Fund’s investment program. See “Management of the Fund.”

INVESTMENT OBJECTIVE AND STRATEGIES

Investment Objective

The Fund’s investment objective is to\nseek long-term capital appreciation primarily through an actively-managed portfolio that provides investors with combined exposure to\nprivate, venture capital, and public equity investments. The Fund seeks to meet its investment objective by investing primarily in equity\nand equity-linked securities of private and public companies operating in the fields of robotics and physical AI.

-23-

Venture capital is characterized by equity investments\nin early-stage startup companies with high growth potential, often in the technology sector. Companies financed by venture capital are\ngenerally not cash flow positive at the time of investment and may require several rounds of financing before the companies can be sold\nprivately or taken public.

Traditionally, venture capital investments have\ncome largely from accredited “angel” investors or from venture capital firms where accredited investors and institutions pool\ncapital into a professionally managed fund that diversifies invested capital across a portfolio of companies. Most often, these venture\ncapital funds are privately offered and limited to institutions and high-net-worth individuals.

The Fund is intended to offer investors an\nopportunity to gain exposure to a range of global venture capital investment opportunities typically only available to institutional\ninvestors and high-net-worth individuals.

There can be no assurance that the Fund will achieve\nits investment objective or that any capital appreciation will be realized.

Investment Strategy

The Fund seeks to construct a high-conviction,\nthematically aligned portfolio of 20-40 positions. Under normal market conditions, the Fund will invest at least 80% of its net assets\n(including borrowings for investment purposes) in equity and equity-linked securities of robotics and physical AI technology companies\nprincipally based in the United States.

The Adviser defines a “robotics and\nphysical AI” company as any company that falls into one of the following categories:

\n \n \n \n

(i)	*Integrated Solution Companies.* Companies that design, create, integrate, or deliver robotics, autonomous technology, and/or AI in the form of products, software, hardware or systems;

-24-

\n \n \n \n

(ii)	*Key Component Companies.* Companies that develop the building block components for robotics, autonomous technology, or AI, such as advanced machinery, semiconductors, software, and databases used for machine learning;

\n \n \n \n

(iii)

Cognitive System Companies. Companies that develop computer systems that are able to perform tasks that normally require human intelligence, such as visual perception, mechanical action, speech recognition, decision-making, and translation between languages;

\n \n \n \n

(iv)

Critical Infrastructure Companies. Companies that\n provide material economic exposure to robotics and physical AI through the supply of critical components, materials, compute, energy,\n or manufacturing inputs used in robotic systems, including, but not limited to, rare earth minerals for electric motors and actuators,\n precision actuators and drive systems, interference-grade GPUs and edge compute hardware, robotic vision sensors, perception modules,\n and other motion, sensing, or control-critical inputs, where demand for such products is materially driven by the development, scaling,\n or deployment of robotic systems. For companies in this category, robotics or physical artificial intelligence adoption must be a\n meaningful driver of the investment’s expected growth, valuation, and risk profile, rather than an incidental or non-core end\n market. In addition to the quantitative criteria described below, robotics or physical AI adoption is a \"meaningful driver\"\n where the Adviser projects, at the time of investment, that more than 50% of the company's future revenue growth will come from sales\n of the inputs described above into robotic systems. The Adviser bases that projection on the company's revenues, backlog, purchase\n commitments and pipeline from robotics customers; its research and development spending, capital expenditures and use of proceeds\n directed to robotics products; and the sensitivity of its projected performance and valuation to the pace of robotics adoption.

\n \n \n \n

(v)	*Frontier Systems Companies.* Companies that create\n systems capable of general-purpose learning, reasoning, or motor control across environments (e.g., visual-language-action (VLA)\n models, physical agents, or neural task planners).

In addition to operating in one of the categories\nabove, a robotics and physical AI company must satisfy at least one of the following quantitative criteria:

\n\n

●

The\n company derives at least 50% of its revenues/profits from activities in one or more of the\n robotics and physical AI categories noted above or the company devotes at least 50% of its\n assets to the activities in one or more of the robotics and physical AI categories noted\n above; or

\n\n

●

If\n a company does not yet have revenue (i.e., is “pre-revenue”) or under circumstances\n where a revenue generating company is engaging in a strategic pivot, the company devotes\n at least 50% of its current research and development budget or capital expenditures to the\n activities in one or more of the robotics and physical AI categories noted above.

The Fund generally will seek to limit its investments in each portfolio\ncompany to no more than 20% of its assets, measured at the time of purchase. While the Fund targets an initial investment of no more than\n20% of its assets in each portfolio company in which it invests, the value of the Fund’s investments will fluctuate so that any\none investment may represent more or less than 20% of the Fund ’s assets at any given point in time.

The Fund will invest, under normal circumstances,\nprimarily in equity securities of early stage and growth companies that are relevant to the Fund’s investment theme of robotics\nand physical artificial intelligence. The Fund intends to primarily make direct investments in portfolio companies and investments through\nSPVs in order to gain access to particular portfolio companies. The Fund may also invest in public equities. The Fund may acquire interests\nin these private investments both directly from the issuer, including through co-investing with unaffiliated venture capital funds and\nother investors, or from third party holders of these interests in secondary transactions. The Fund may also participate in co-investment\nsyndicates or secondary opportunities sourced through its network of institutional investors, founders, and SPV organizers.

-25-

The SPVs in which the Fund expects to invest will\nbe private investment vehicles managed by unaffiliated managers that are designed to provide the Fund and other eligible investors access\nto concentrated economic exposure of a specific private company through a private offering of securities exempt from registration under\nthe Securities Act pursuant to Regulation D. Other eligible investors in the SPVs may include high net worth individuals, family offices,\nand entities that satisfy “accredited investor” or “qualified purchaser” requirements, depending on the structure\nof the SPV. Generally, other investors in the SPV will not be affiliated with the Fund or Adviser, however, the Fund may co-invest in\nSPVs with affiliates in accordance with the 1940 Act, the rules thereunder, and any related guidance or exemptive relief obtained by the\nFund. An SPV may source its investments in underlying private companies through a variety of methods, including through existing investment,\nbusiness or other relationships that the manager of the SPV may have with a private company or its founders and/or key employees. Individual\nSPVs that the Fund expects to invest in may have different terms and structures, which may present unique risks and different economic\nexperience than if the Fund were to hold interests in the underlying private companies directly. The types of SPVs in which the Fund expects\nto invest may charge upfront sales charges as well as management fees and/or carried interest-type fees that will impact the value of\nthe Fund’s investment and the Fund’s investment return. All investors in an SPV typically will have similar rights, which\nare documented in the governing documents of the SPV, subject to the terms of any side letters entered between an investor (including\nthe Fund) and the manager of the SPV that may alter such rights and/or provide certain benefits to individual SPV investors. It is expected\nthat the SPVs in which the Fund invests will not provide the Fund with voting rights with respect to the SPVs or underlying private companies.\nThe Fund does not intend to invest in SPVs where it would contribute substantially all of the capital raised by the SPV or have any rights\nthat would result in the Fund controlling the SPV.As a result, SPVs managed by third parties in which the Fund may invest will typically\nnot be \"subsidiaries\" of the Fund.

Under limited circumstances, when requested by\nan underlying portfolio company, the Fund may create a subsidiary SPV for the limited purpose of making a particular investment in that\nportfolio company. These subsidiary SPVs will be controlled by the Fund and be consolidated for accounting purposes. These subsidiary\nSPVs exist for the limited purpose of holding an investment in a single issuer, and do not have a separate investment strategy from the\nFund, are subject to the investment advisory agreement between the Fund and the Adviser, and are otherwise subject to the 1940 Act to\nthe same extent as the Fund. The Fund and its stockholders will bear the respective organizational and operating fees, costs, expenses\nand liabilities of subsidiary SPVs created by the Fund. References herein to the Fund's investments also refer to any subsidiary SPV investments.

The Fund may also invest in SAFEs as a principal\ninvestment strategy. A SAFE provides the Fund with certain rights for future equity in a portfolio company, similar to a warrant, except\nwithout determining a specific price per share at the time of the initial investment. The Fund’s ability to receive equity under\na SAFE is contingent upon the occurrence of triggering events, such as a priced financing round or a liquidation event.

Where appropriate, the Fund may also acquire securities\nin growth-stage companies via PIPE transactions, including those structured through SPACs. The Fund primarily invests in technology companies,\nand has a fundamental policy to invest at least 25% of its total assets in securities of issuers operating in the technology group of\nindustries. The Fund may opportunistically invest in Private Funds; the Fund does not consider single-issuer SPVs formed for the express\npurpose of obtaining exposure to a specific private company to be “Private Funds,” even if such SPVs rely on Section 3(c)(1)\nor 3(c)(7). The Fund does not expect investments in Private Funds to be a principal part of its strategy (i.e., over 5% of the Fund’s\nassets).

-26-

The Fund expects that most of its investments\nwill be made in U.S. domestic portfolio companies (i.e., companies organized in the United States), but it is not prohibited from investing\nin portfolio companies organized in foreign jurisdictions, including those organized in emerging market countries. The Fund defines emerging\nmarket countries to mean countries included in the MSCI Emerging Markets Index.

In seeking to achieve its investment objective,\nthe Fund may invest, without limit, in privately placed or restricted securities (including in Rule 144A securities, which are privately\nplaced securities purchased by qualified institutional buyers), illiquid securities and securities in which no secondary market is readily\navailable, including those of private companies. Issuers of these securities may not have a class of securities registered, and may not\nbe subject to periodic reporting, pursuant to the Exchange Act. These investments may involve significant due diligence, longer time horizons\nfor value realization, and limited liquidity. The Fund may invest in such securities without limitation

For liquidity management or in connection with\nimplementation of changes in asset allocation or when identifying private investments for the Fund during periods of large cash inflows\n(such as upon the Fund’s launch) or otherwise for temporary defensive purposes, the Fund may hold a substantial portion of its assets\nin cash or cash equivalents, liquid fixed-income securities and other credit instruments, publicly-traded equity securities, mutual funds,\nmoney market funds, exchange-traded funds (“ETFs”) and exchange-traded products (“ETPs”). To the extent that the\nFund invests defensively, it will likely will not achieve its investment objective.

Investment Process

The Fund’s investment process is designed\nto identify, evaluate, acquire, monitor and ultimately exit positions in innovative robotics and physical AI companies in a manner that\nbalances attractive return potential with prudent risk management and the liquidity considerations attendant to a closed-end fund structure.

Deal Origination and Pipeline Management. The\nAdviser employs an integrated sourcing program that combines:

\n \n \n \n

(i)	direct relationships with founders, employees, venture-capital sponsors,\n corporate strategic investors and university research accelerators active in physical AI, robotics, industrial automation, autonomous\n mobility and related software;

\n \n \n \n

(ii)	targeted outreach to secondary intermediaries and tender-offer platforms for liquidity-driven deal flow; and

\n \n \n \n

(iii)

participation in late-stage private placements, public PIPE transactions and reverse-merger bridge financings.

All prospective transactions are entered into\na proprietary deal-tracking database and initially screened by the investment team each week to confirm alignment with the Fund’s\ninvestment mandate and diversification parameters before resources are devoted to diligence.

The scope and formality of the diligence,\nstructuring and monitoring procedures described below are calibrated to the size of the proposed investment, the Fund's resulting ownership\nstake, and the governance and information rights the Fund is able to obtain in the transaction. Smaller investments, follow-on investments,\nand investments made alongside a lead investor conducting its own diligence may accordingly be subject to a correspondingly reduced version\nof these procedures.

Initial Screening. The first level\nof review is intended to confirm that each opportunity: (a) is squarely within the Fund’s thematic focus on robotics and enabling\ntechnologies; (b) is at a developmental stage ranging from early-stage product pilots through pre-public listing and is expected to have\nadequate liquidity on its balance sheet following the contemplated capital raise to meet their operating plan; (c) does not present material\ngovernance, regulatory or ethical impediments. Opportunities that satisfy the foregoing criteria proceed to comprehensive diligence;\nthose that do not are declined with the rationale recorded in the database.

In selecting portfolio companies that are\nwithin the Fund’s thematic focus, the Adviser seeks to identify, using its own internal research and analysis, companies capitalizing\non disruptive innovation across the robotics and physical AI value chain. These may include, but are not limited to, companies engaged\nin visual-language-action (VLA) model development; autonomous mobility and task planning; energy systems and battery innovation; edge\ncomputing and semiconductors; motion control and actuation systems; tele-operation and fleet orchestration; industrial automation; sensing\nand perception hardware; and scalable robotic manufacturing platforms. The Adviser’s internal research and analysis leverages insights\nfrom diverse sources to develop and refine its investment themes and identify and take advantage of trends that have ramifications for\nindividual companies or entire industry sub-categories.

-27-

Comprehensive Due Diligence. For each\ntransaction that passes initial screening, the Adviser conducts a due diligence program that may cover: (i) technical validation with\ninternal and external robotics experts, focusing on defensibility, system maturity, and roadmap clarity; (ii) commercial analysis of\naddressable market size, unit economics, customer adoption and competitive positioning; (iii) financial modelling incorporating multiple\nfunding and exit scenarios and sensitivity to macro-economic variables; (iv) legal, regulatory and compliance review, including but not\nlimited to export-control, anti-boycott, CFIUS and sanctions considerations; and (v) valuation analysis using a combination of recent\nthird-party transaction pricing, comparable-company multiples, option-pricing techniques and discounted-cash-flow methodologies, as appropriate.

Portfolio Construction and Risk Limits.\nThe Adviser seeks to maintain an industry-concentrated portfolio that achieves diversification by investing across a broad range\nof sectors, sub-industries, and product offerings, holding securities of 20 to 40 issuers. The Fund generally will seek to limit its\ninvestments in each portfolio company to no more than 20% of its assets, measured at the time of purchase. While the Fund targets an\ninitial investment of no more than 20% of its assets in each portfolio company in which it invests, the value of the Fund’s investments\nwill fluctuate so that any one investment may represent more or less than 20% of the Fund’s assets at any given point in time.\nThe Fund will generally have non-controlling positions in portfolio companies. Cash and cash equivalents will generally range between\nzero and 20 percent of total assets, sufficient to opportunistically deploy capital into compelling transactions (with the exception\nof fund launch in which there will be a larger cash position as a portion of total assets). The Fund reserves the right to allocate a\nlarger percentage of funds to cash and cash equivalents when the management team believes the market to be over-extended, or at near-term\nrisk of downside volatility. Follow-on investment decisions are permitted only if the applicable concentration limits will continue to\nbe observed.

Transaction Execution. Primary investments\nare typically structured as series-preferred equity issued pursuant to National Venture Capital Association form documentation, tailored,\nwhere the size of the Fund's investment and its negotiating position in the transaction warrant, to include information rights, pro rata\npre-emption rights, board-observer privileges and protective provisions customary for institutional investors. Secondary transactions\nare effected through purchase-and-sale agreements that incorporate issuer consent and any applicable rights-of-first-refusal or co-sale\nmechanics. All closings are subject to completion of know-your-customer and anti-money-laundering procedures, tax and beneficial-ownership\ncertifications and wire instruction verifications. Securities are held in custody with a qualified custodian or prime broker, and private\ncertificates (or electronic share entitlements) are registered in the name of the Fund or its nominee to ensure legal title.

Ongoing Monitoring and Active Ownership.\nThe Adviser monitors each portfolio company on an ongoing basis, generally through board or observer participation where such rights\nhave been obtained, periodic management meetings, and receipt of periodic reporting packages to the extent made available by the portfolio\ncompany that include financial statements, backlog metrics, safety statistics and research-and-development milestones. Material adverse\nchanges trigger either an immediate impairment test or a full re-underwriting of the position. The Adviser provides strategic support\nto portfolio companies in areas such as talent acquisition, supply-chain optimization, customer introductions, financial management,\nand exit readiness.

Liquidity Management and Exit Strategy. The\nAdviser anticipates that most portfolio companies will reach a liquidity event within seven to ten years of the Fund’s initial investment.\nRealizations may occur via strategic sale to an industrial or technology acquirer, traditional initial public offering, direct listing,\nde-SPAC transaction or negotiated secondary block sale. Distributions of realized proceeds may be re-deployed into new opportunities in\naccordance with the investment guidelines described above.

-28-

CURRENT PORTFOLIO

As of September 30, 2026, the Fund has exposure\nto 17 portfolio companies. The table below provides additional information regarding each portfolio company. The Fund intends to deploy\nexisting cash and future proceeds into additional investments that meet its investment objective and strategy. Percentages of Net Assets\nare calculated based on the Fund’s Net Assets Applicable to Common Shares of $277,663,100.44 as of September 30, 2026.

The Fund intends to calculate and publish\nits net asset value on its website on a monthly basis, within 30 days of month end. Additionally, all portfolio investments, including\nthe underlying portfolio investments in the case of SPVs, including the number and type or class of shares held with respect to such\nunderlying portfolio investments, as well as the aggregate percentage of the Fund represented by each underlying portfolio investment,\nare published on its website within 60 days of the quarter end. The Fund may calculate its net asset value on a more frequent than monthly\nbasis, as may be required. See “Calculation of Net Asset Value.”

Portfolio \n Company	Nature\n of \n Business	Security\n Type	Shares	Fair\n Value \n $	Investment \n Year	%\n of Net \n Assets
Standard\n Bots ^(a)(b)(c)	Industrial\n Automation	Direct ownership\n of Series C Preferred Stock	2,910,652	$86,999,974	2026	31.3%
Dyna, Inc. ^(a)(b)(c)	General Purpose Robotics	Direct ownership of Series A Preferred Stock	1,491,163	$41,279,462	2025	14.9%
Figure AI, Inc.\n ^{(a)(b)(c)(d)(e)(f)}	Humanoid Robotics	LP Interest\n in NV FigureAI Series B QP Partners LLC has economic exposure to Figure AI, Inc. Series B Preferred Stock	237,442	$38,194,079	2025	13.8%
Maven\n Robotics Inc. ^(a)(b)(c)	General\n Purpose Robotics	Direct\n ownership of Series Seed 1 Preferred Stock	1,804,429	$25,000,003	2026	9.0%
Apptronik,\n Inc. ^{(a)(b)(c)(d)(f)}	Humanoid\n Robotics	LP Interest\n in AP 1125 Fund V, a series of Capital Factory, LP invested in Apptronik, Inc. Series A-1, A-2 and Seed 1 Preferred Stock	579,213	$20,561,856	2025	7.4%
Apptronik,\n Inc. ^(a)(b)(c)(f)	Humanoid\n Robotics	Direct ownership\n of Series Seed Preferred Stock	513,046	$18,829,033	2025	6.8%
Dexmate,\n Inc. ^(a)(b)(c)	General Purpose\n Robotics	Direct ownership\n of Series Seed Preferred Stock	1,740,280	$13,993,891	2026	5.0%
Dexmate,\n Inc. ^(a)(b)(c)	General Purpose\n Robotics	Direct ownership\n of Series Seed Plus Preferred Stock	1,224,178	$11,440,311	2026	4.1%
Path Robotics,\n Inc. ^(a)(b)(c)	Industrial\n Automation	Direct ownership\n of Series D-2 Preferred Stock	773,660	$5,999,996	2025	2.2%
Prometheus\n Industries, Inc. ^(a)(b)(c)(d)	General Purpose\n Robotics	Direct ownership\n in RoboStrategy Prometheus LLC which has economic exposure to Prometheus Industries, Inc. Series B Preferred Stock	82,414	$3,500,000	2026	1.3%
Eccentric Machines, Inc.^(a)(b)(c)	Robotics\n Infrastructure	Direct ownership\n of Series Seed Preferred Stock	2,076,915	$3,000,000	2026	1.1%
REK, Inc.\n ^(a)(b)(c)	Entertainment	Direct ownership\n of Series Seed Preferred Stock	1,875,891	$2,500,000	2025	0.9%
GMI Computing\n Ltd. ^(a)(b)(c)	Cloud Infrastructure	Direct ownership\n of Series B-2 Preferred Stock	780,889	$2,206,000	2025	0.8%
Cyan Robotics,\n Inc. (d/b/a Coco Robotics) ^{(a)(b)(c)(d)(e)}	Logistics	RoboStrategy\n DDGR LLC invested in Cyan Robotics, Inc. SAFE	1	$1,500,000	2026	0.5%
Nox Metals, Inc. \n ^(a)(b)(c)(e)	Advanced\n Manufacturing	Direct ownership\n SAFE instrument convertible into Series B-equivalent Preferred Stock at next qualified equity financing	1	$750,000	2026	0.3%

-29-

\n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Modal\n Motors Inc. ^(a)(b)(c)(e)	Robotics\n Infrastructure	Direct\n ownership SAFE instrument convertible into preferred stock at next qualified equity financing	1	$500,000	2026	0.2%
Endiatx,\n Inc. ^(a)(b)(c)	Medical Robotics	Direct ownership\n of Series A Preferred Stock	285,322	$499,998	2025	0.2%
Allonic,\n Inc. ^(a)(b)(c)	Robotics\n Infrastructure	Direct ownership\n of Pre-seed Preferred Stock	154,798	$291,500	2026	0.1%
Purple Rhombus\n LLC ^{(a)(b)(c)(d)(e)}	Defense Robotics	LP Interest\n in PU-1003 Fund I, a series of MV Funds, LP invested in Purple Rhombus LLC SAFE Note	1	$250,000	2025	0.1%

\n \n \n \n\n\n \n \n\n\n \n \n\n\n \n \n\n\n \n \n\n\n \n \n

(a)	Non-income producing security.
(b)	Level 3 securities fair valued using significant unobservable inputs.
(c)	Restricted investments as to resale.
(d)	The Fund has a direct investment in an SPV which has a direct or indirect investment in an underlying portfolio company. The number of units presented, if applicable, are the units in the SPV owned by the Fund, which represents the equivalent number of securities of the underlying portfolio company for which the investment has economic exposure.
(e)	Simple Agreement for Future Equity (\"SAFE\"). Upon a qualified equity financing, the SAFE will convert into preferred shares of the issuer in accordance with its terms.
(f)	These securities were contributed in-kind to the Fund by entities\n controlled by Marc Weinstein and Andrew Kang prior to the registration of the Fund under the 1940 Act. The securities contributed\n consisted of (i) shares of Series Seed 1 Preferred Stock of Apptronik, Inc. and limited partnership interests in a special purpose\n vehicle invested in Series A-1, A-2 and Seed 1 Preferred Stock of Apptronik, Inc, with all Apptronik investments together preliminarily\n valued at $37,250,000, and (ii) limited partnership interests in a special purpose vehicle invested in Series B Preferred Stock of\n Figure AI, Inc., preliminarily valued at $37,250,000. The securities were exchanged for a total of 7,449,998 shares of the Fund.\n These securities were acquired by the Fund at the fair market value on the date of acquisition based on valuation determined by an\n independent third-party valuation firm. Fair value determinations are inherently subjective and reflect good faith judgments based\n on available information. Accordingly, there may be uncertainty regarding the price of the securities acquired by the Fund prior\n to the Fund registering under the 1940 Act, and there can be no assurance that the determination of the fair value of the contributed\n securities would approximate the price at which the Fund could sell the securities at the time of the fair valuation. For additional\n information regarding fair valuation, see “Calculation of Net Asset Value” and “Types of Investments and Related\n Risk Factors - Our investment portfolio will be recorded at fair value as determined in good faith in accordance with procedures\n established by our Board and, as a result, there is and will be uncertainty as to the value of our portfolio investments.”

-30-

Standard Bots Company develops AI-native\nindustrial robots that are designed and assembled in the United States. Its six-axis robotic arms -- the Spark, RO1, and Thor -- are paired\nwith a proprietary operating system that enables no-code, demonstration-based programming, allowing manufacturers to deploy and retrain\nautomation without specialized engineers. The company is vertically integrated, building its hardware, software, and models in-house and\noperating its own production footprint in Glen Cove, New York; its platform runs proprietary models or integrates state-of-the-art external\nones. Its customers include NASA, Lockheed Martin, and Verizon, with production-grade deployments at Fortune 500 manufacturers. Standard\nBots was founded by CEO Evan Beard (Duke University; Y Combinator alumnus and Forbes 30 Under 30, who previously co-founded Etacts, acquired\nby Salesforce) and David Golden (co-founder of Bowery Farming and LeapPay). The company is backed by General Catalyst, Amazon Industrial\nInnovation Fund, and Samsung Next, and in 2026 raised a $200 million Series C at a $1 billion valuation led by RoboStrategy.

Dyna, Inc. is a physical AI\ncompany building DYNA-1, a high-throughput bimanual mobile manipulation platform designed to handle hundreds of real-world tasks (folding,\nsorting, packing, prep) with near-human speed and precision. In under nine months, Dyna has assembled a 30-person team from DeepMind,\nMeta, Amazon Robotics, Cruise, and others, deployed live systems, and demonstrated superior performance, uptime, and generalization versus\ntraditional industrial robots and early humanoid platforms. Rather than chasing speculative AGI or costly bipedal systems, Dyna targets\nthe $6T+, massively repetitive labor market with a single autonomous system optimized for reliability, task diversity, and unit economics.\nFounded by serial entrepreneur Lindon Gao (Caper AI; $350M exit to Instacart), with research leadership from Jason Ma (Eureka, DrEureka;\nApple Scholar; OpenAI Superalignment grantee) and co-founder York Yang (former Caper CTO, Instacart principal engineer), Dyna’s\nadvantage stems from world-class robot learning expertise, a disciplined, margin-aware design philosophy, and a fast data flywheel that\ncompounds capabilities across deployments via over-the-air updates. Backed by strategic investors including Nvidia, Amazon, Samsung,\nand Salesforce, Dyna is emerging as a category-defining universal manipulation layer for physical AI-one of the few robotics companies\nglobally with real, revenue-generating deployments at an early-stage entry point.

Apptronik, Inc. is building scalable,\nversatile humanoid robots capable of addressing labor shortages across various industries and disrupting the largest market on earth:\nlabor. The company was founded in 2016, as a spin out of the Human Centered Robotics Lab at UT Austin. The company is led by Jeff Cardenas,\nits co-founder and CEO, who has been with the company as CSO and VP of Strategy for the last eight years; as well as Nicholas Paine, the\ncompany’s CTO, who holds a PhD in Electrical and Computer Engineering from UT Austin and has over a decade of robotics expertise.\nSince its inception, the company has developed 15 robotic systems, including the NASA Valkyrie, before unveiling Apollo-an AI-powered\nhumanoid that is a modular, scalable, and highly capable humanoid solution designed to meet the diverse demands of the modern workforce.\nWith advanced linear actuators, AI-driven learning systems, and swappable batteries enabling 24/7 operation, Apollo combines unmatched\nversatility, energy efficiency and safety. Apptronik’s investors include Facebook founder, Eduardo Saverin’s venture capital\nfund, B Capital, Google, Capital Factory, Mercedes, and ARK Ventures. The company’s clients include multiple Fortune 500 companies\nincluding Mercedes-Benz. In 2025, the company announced it entered a strategic partnership with the Google DeepMind robotics team advancing\nhumanoid robots that can be more helpful to people in dynamic environments.

Figure AI, Inc. was founded\nin 2022 by Brett Adcock, the founder of Archer Aviation (NYSE:ACHR) which had a $2.7 billion IPO and Vettery which was acquired by Adecco\nin 2018. Figure AI is pioneering the development of AI-powered humanoid robots to address global labor shortages and redefine automation.\nThe company has transitioned from R&D to commercialization in under three years, setting an industry benchmark. The company has already\nsecured major commercial partnerships with BMW and Brookfield. Figure has scaled its engineering, AI, and design team to over 200 people\nand recently expanded to a new facility in San Jose that has capacity to manufacture over 12,000 robots per year. The company has produced\npioneering work in the development of Helix, its proprietary generalized Vision-Language-Action (VLA) model that unifies perception,\nlanguage understanding, and learned control to overcome multiple longstanding challenges in robotics. Figure’s goal is to become\nthe largest manufacturer of humanoids worldwide. The company boasts investors like Microsoft, OpenAI, Nvidia, Parkway Capital, and Jeff\nBezos.

Dexmate, Inc. is a Silicon Valley-based\nrobotics company building a full-stack platform for physical AI and dexterous manipulation. The company's architecture comprises three\nintegrated layers: its Vega mobile manipulation robot; DexOS, a Python-first deployment and infrastructure layer designed as an alternative\nto traditional robotics middleware; and proprietary vision-language-action (VLA) models trained through reinforcement learning, GPU-accelerated\nsimulation, and large-scale teleoperation data. Rather than pursuing bipedal locomotion, the company prioritizes dexterous manipulation\nas the binding constraint for industrial automation, pairing a wheeled mobility base with a dual-arm humanoid upper body engineered for\nextended-duration operation in logistics and manufacturing environments. The company has iterated through multiple hardware generations\nof its robot platform and is a member of the NVIDIA Inception program. Founded in 2024 by CEO Tao Chen (PhD, MIT CSAIL; recipient of the\nCoRL 2021 Best Paper Award; author of more than 30 publications across leading robotics and AI venues including CoRL, RSS, NeurIPS, and\nScience Robotics), CTO Yuzhe Qin (PhD, UC San Diego; co-creator of the SAPIEN robotics simulation environment; author of more than 30\npublications in reinforcement learning and dexterous manipulation), and COO Chongyang Wang (M.Sc., MIT; MBA, INSEAD), Dexmate is supported\nby a senior engineering team drawn from MIT, CMU, Stanford, UCSD, and KUKA.

Maven Robotics Inc. is a Santa\nClara-based company that designs, builds, and deploys intelligent robotics for logistics and manufacturing. Its system integrates hardware,\nsoftware, and AI across every layer, including the robot, the fleet, the factory, and the Maven-wide network, and was designed from first\nprinciples for complex physical environments and rigorous industrial requirements. The company started with mixed-case palletizing and\ntote handling, two workflows representing an estimated $80 billion addressable market, and has begun expanding into more complex material\nhandling and assembly workflows. Maven was founded in 2024 by brothers Hamza and Khalid Derbas. Hamza, the CEO, spent nine years in Apple's\nspecial projects group and has more than two decades of experience developing autonomous systems and bringing complex physical technologies\nto market; Khalid, the CFO, came from private equity. The wider team includes veterans of Tesla, Rivian, and Zoox.

-31-

Path Robotics, Inc. designs\nand deploys autonomous robotic welding systems that use AI, computer vision, and reinforcement learning to automate complex structural\nwelding in high-mix manufacturing environments. The company was founded in 2018 to address the global shortage of skilled welders and\nthe limitations of traditional robotic welding, which require precise fixturing and extensive manual programming. Path is led by a technically\ndeep founding team with more than eight years of experience building AI-driven welding systems and has developed a fully integrated robotic\nwelding cell powered by its proprietary Obsidian™ AI platform. Path’s systems require no manual programming, tolerate significant\npart variability, and adapt welding parameters in real time, enabling deployment in industries such as defense, energy, infrastructure,\nand heavy manufacturing where automation has historically been infeasible. The company operates a Robot-as-a-Service model with zero\nupfront capital expenditure, offering customers materially higher productivity, lower cost, and faster deployment than incumbent solutions.\nTo date, Path has deployed dozens of production systems across enterprise customers, generating recurring revenue with strong retention,\nand has accumulated one of the largest proprietary datasets of real-world welding data globally. Path Robotics is backed by leading institutional\ninvestors and strategic partners across industrial automation and advanced manufacturing and represents a category-defining approach\nto vertical AI robotics focused on metal fabrication.

Prometheus Industries, Inc. is an\nAI startup founded by Jeff Bezos in November 2025, where he serves as co-CEO alongside Vik Bajaj. Based in San Francisco with offices\nin London and Zurich, the company is building what Bezos calls an \"artificial general engineer,\" providing AI tools to help\nengineers design and manufacture physical objects faster. Prometheus targets sectors like aerospace, automotive, chip manufacturing, and\ndrug design.

Eccentric Machines, Inc. builds\nAI-powered actuators and motion-control software for robotics. Its Sentor™ system pairs self-correcting actuators with on-joint\nsensing and a control layer that coordinates multiple joints in real time. This technology gives the robots a fast, reflex-like \"subconscious\"\nbecause the central AI model doesn't have to micromanage every movement. The overall result is smoother, more precise, and more efficient\nmotion, with new behaviors deployed through software rather than hardware swaps.

REK, Inc. is building a next-generation\ncombat sports entertainment league based on real-time, VR-controlled humanoid robot fights. Its proprietary teleoperation system lets\nhuman pilots control humanoid robots through VR headsets, blending motion mirroring with AI-assisted “fight primitives” to\nproduce natural, cinematic strikes and dynamic, VR-driven broadcast angles. Led by serial VR founder Cix Liv (“Six”) alongside\nex-Oculus engineer Amanda Watson and product leader Nima Zeighami, REK is positioning itself as the “UFC of robots” with standardized\nhumanoid platforms, a 2025 event roadmap (REK0 in San Francisco, an eight-city U.S. tour, and REK1 as a large-scale arena event), and\na multi-layered model spanning ticketed events, sponsorships, media rights, merchandise, and licensing of its teleoperation and AI stack.

-32-

GMI Computing Holding (Cayman) Ltd.\nis a vertically integrated, AI-native cloud platform founded in 2023 that combines high-performance GPU infrastructure with proprietary\norchestration and inference software. As an NVIDIA Neo Cloud Partner with H100-, H200-, and GB300-class GPUs deployed across eight data\ncenters in APAC and the U.S., GMI enables enterprises, AI startups, and robotics teams to train and serve models without managing low-level\ninfrastructure. Its Cluster Engine and Inference Engine provide Kubernetes-native scheduling, global autoscaling, and optimized model\nserving at lower latency and cost than traditional hyperscalers, backed by SOC 2 and GDPR compliance, confidential compute, and an “AI\nfactory” approach that unifies hardware, software, and expert support.

Cyan Robotics, Inc. (d/b/a Coco Robotics)\nbuilds autonomous sidewalk delivery robots designed for dense urban environments. Their fleet integrates lightweight hardware, remote\nautonomy infrastructure, and delivery platform partnerships to move food and goods at scale. With signed enterprise contracts and real\nrevenue, Coco is focused on becoming the default last-mile robotics layer for major delivery networks across global cities.

Nox Metals, Inc. is a Detroit-based\nmetals supplier using software and automation to rebuild the industrial supply chain. Its vertically integrated factories cut standard\nmill stock to the sizes manufacturers need. A software-first approach lets the company move faster and more flexibly than incumbent service\ncenters. Founded in 2025 by CEO Zane Hengsperger, a Forbes 30 Under 30 honoree, Nox Metals is a Y Combinator Summer 2025 company and has\nraised an $11.5 million Seed round led by Hyperion, with participation from RoboStrategy and others.

Modal Motors, Inc. is a Detroit-based\nmanufacturer of advanced electric motors and generators built in the USA on a U.S.-and-allied supply chain. Its patent-pending Transverse\nFlux Motor (TFM) architecture is designed to deliver high torque density and efficiency without rare-earth magnets, with U.S.-sourced\nrare-earth configurations available at the customer's choice. Products include a modular motor platform and the Hybrid Enigma Drive™,\nwhich combines multiple inputs and outputs in a single motor. The team brings more than 35 years in advanced technology and automotive,\nover $50 million in prior OEM motor R&D, and more than 25 issued patents. They are positioning Modal as a domestic alternative for\nrobotics, drone, mobility and industrial customers seeking supply-chain security.

Endiatx, Inc. is a microrobotics\ncompany developing PillBot™, an investigational, low-cost, disposable, remotely controlled endoscopy pill designed to replace many\ntraditional upper GI procedures with a ten-minute, anesthesia-free, teleoperated exam. Combining self-propulsion, live video, and intuitive\nremote control, PillBot aims to let physicians navigate the stomach in real time from anywhere, dramatically expanding access to diagnostics,\nreducing cost and complexity, and establishing a new category at the intersection of robotics, telemedicine, and digital endoscopy.

Allonic, Inc. builds a new manufacturing\nplatform for robotics using 3D tissue braiding to produce soft, load-bearing structures in a single automated process. By replacing complex\nsupply chains with integrated, monolithic designs, they enable faster, cheaper, and more scalable production of compliant, human-compatible\nrobotic systems.

Purple Rhombus LLC builds fixed-wing\nunmanned aircraft systems engineered for wartime-scale production and affordable mass production. Its family of Group 3 unmanned aircraft\nsystems is designed for long-range intelligence, surveillance, reconnaissance and strike, using proven U.S. sheet-metal manufacturing\nto rapidly produce rugged, attritable, modular drones that can launch from austere environments. By prioritizing scalability, manufacturability,\nand real operational use over bespoke showpieces, Purple Rhombus closes the gap between urgent combat needs and slow-moving legacy defense\nsuppliers.

-33-

TYPES OF INVESTMENTS AND RELATED RISK FACTORS

Investing in our common stock involves a number\nof significant risks. Before you invest in our common stock, you should be aware of various risks associated with the investment, including\nthose described below. You should carefully consider these risk factors, together with all of the other information included in this\nProspectus, before you decide whether to make an investment in our common stock. The risks set out below are not the only risks we face.\nAdditional risks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and\nperformance. If any of the following events occur, our business, financial condition and results of operations could be materially and\nadversely affected. In such case, you may lose all or part of your investment.

Risks Related to Our Business and Our Structure

The Fund may invest in a small number of\nportfolio companies resulting in a lack of investment diversification.

The Fund will not have any specific limits on\nthe holdings in securities of issuers, or in any one industry or size of issuer, except as described in this registration statement. Additionally,\nthe Fund intends to primarily focus on companies located in the United States. Accordingly, the equity and equity-related securities in\nwhich the Fund invests may not be diversified across many sectors and will be concentrated in specific regions or countries, such as the\nUnited States. The Fund may also have a significant portion of investments in the securities of a single issuer.

A relatively high concentration of assets could\nresult in a portfolio that may be more vulnerable to fluctuations in value resulting from adverse conditions that may affect the economy,\na particular industry, or a segment of issuers than would otherwise be the case if the Fund were required to maintain wide diversification.\nConsequently, significant declines in the fair value of the Fund’s larger investments will produce a material decline in the Fund’s\nNAV.

Our Chairman and Chief Executive Officer\nowns a significant percentage of our stock and is able to exert significant control over matters subject to stockholder approval.

As of September 29, 2026, Mr. Kang, our Chief\nExecutive Officer and Chairman, beneficially owns approximately 40.31% of shares of our issued and outstanding common stock. Therefore,\nMr. Kang has the ability to determine or significantly influence all matters requiring stockholder approval. For example, Mr. Kang may\nbe able to control or significantly influence the elections of directors, amendments to our organizational documents, or approval of\nany merger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or\noffers for our common stock that may be in your best interest as one of our stockholders.

In addition, significant purchases or sales\nof our common stock by Mr. Kang, or the perception that such transactions may occur, could adversely affect the market price of our common\nstock and increase volatility in the trading price of our shares. Because Mr. Kang owns a substantial percentage of our outstanding common\nstock, transactions involving his holdings could have a greater impact on the market for our shares than transactions by other stockholders.

Adverse market conditions may have a material\nadverse impact on the Fund’s portfolio companies and the Fund’s returns.

The value of, and the income generated by, the\nsecurities in which the Fund invests may decline, sometimes rapidly or unpredictably, due to factors affecting certain issuers, particular\nindustries or sectors, or the overall markets, such as inflation (or expectations for inflation), deflation (or expectations for deflation),\ninterest rate changes, global demand for particular products or resources, market instability, debt crises and downgrades, embargoes,\ntariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs, and related geopolitical\nevents. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war,\nterrorism, environmental disasters, natural disasters or events, exchange trading suspensions and closures, infectious disease outbreaks,\nor pandemics. Rapid or unexpected changes in market conditions could cause the Fund to liquidate its holdings at inopportune times or\nat a loss or depressed value. The value of a particular holding may decrease due to developments related to that issuer, but also due\nto general market conditions, including real or perceived economic developments such as changes in interest rates, credit quality, inflation\nor currency rates, or generally adverse investor sentiment. The value of a holding may also decline due to factors that negatively affect\na particular industry or sector, such as labor shortages, increased production costs, or competitive conditions.

Governmental and quasi-governmental authorities\nmay take a number of actions designed to support local and global economies and the financial markets in response to economic disruptions.\nSuch actions may include a variety of significant fiscal and monetary policy changes, including, for example, direct capital infusions\ninto companies, new monetary programs, and significantly lower interest rates. These actions may result in significant expansion of public\ndebt and greater market risk. Additionally, an unexpected or quick reversal of these policies, or the ineffectiveness of these policies,\ncould negatively impact overall investor sentiment and further increase volatility in securities markets.

-34-

Political, social and economic uncertainty\nrisks could have a material adverse effect on the Fund.

Social, political, economic, and other conditions\nand events (such as natural disasters, epidemics and pandemics, terrorism, conflicts, and social unrest) that occur from time to time\nwill create uncertainty and may have significant impacts on issuers, industries, governments, and other systems, including the financial\nmarkets, to which the Fund and the issuers in which it invests are exposed. As global systems, economies, and financial markets are increasingly\ninterconnected, events that once had only local impacts are now more likely to have regional or even global effects. Events that occur\nin one country, region, or financial market will, more frequently, adversely impact issuers in other countries, regions, or markets, including\nin established markets such as the United States. These impacts can be exacerbated by failures of governments and societies to adequately\nrespond to an emerging event or threat.

Uncertainty can result in or coincide with: increased\nvolatility in the global financial markets, including those related to equity and debt securities, loans, credit, derivatives, and currency;\na decrease in the reliability of market prices and difficulty in valuing assets; greater fluctuations in currency exchange rates; increased\nrisk of default (by both government and private issuers); further social, economic, and political instability; nationalization of private\nenterprises; greater governmental involvement in the economy or in social factors that impact the economy; greater, less, or different\ngovernmental regulation and supervision of the securities markets and market participants and increased, decreased, or different processes\nfor and approaches to monitoring markets and enforcing rules and regulations by governments or self-regulatory organizations; limited,\nor limitations on the, activities of investors in such markets; controls or restrictions on foreign investment, capital controls, and\nlimitations on repatriation of invested capital; inability to purchase and sell assets or otherwise settle transactions (i.e.,\na market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation,\nwhich can last many years and have substantial negative effects on markets as well as the economy as a whole; recessions; and difficulties\nin obtaining and/or enforcing legal judgments.

Recent examples of the above include conflict,\nloss of life, and disaster connected to ongoing armed conflict between Russia and Ukraine in Europe and Hamas and Israel and Iran, Israel\nand the United States in the Middle East. Russia’s invasion of Ukraine in February 2022, the resulting responses by the United\nStates and other countries, and the potential for wider conflict have increased and may continue to increase volatility and uncertainty\nin financial markets worldwide. The United States and other countries have imposed broad-ranging economic sanctions on Russia and Russian\nentities and individuals and may impose additional sanctions, including on other countries that provide military or economic support\nto Russia. These sanctions, among other things, restrict companies from doing business with Russia and Russian issuers and may adversely\naffect companies with economic or financial exposure to Russia and Russian issuers. The extent and duration of Russia’s military\nactions and the repercussions of such actions are not known. The invasion may widen beyond Ukraine and may escalate, including through\nretaliatory actions and cyberattacks by Russia and even other countries. Additionally, the ongoing armed conflict between Israel and\nHamas and other militant groups in the Middle East and the hostilities between Israel, the United States, and Iran and related events\nmay cause significant market disruptions and volatility. These events may adversely affect regional and global economies, including those\nof Europe and the United States. Certain industries and markets, such as those involving oil, natural gas, and other commodities, as\nwell as global supply chains, may be particularly adversely affected. Whether or not the Fund invests in securities of issuers located\nin Russia, Ukraine, Israel, and adjacent countries or with significant exposure to issuers in these countries, these events could negatively\naffect the value and liquidity of the Fund’s investments.

-35-

U.S. and global markets have experienced increased\nvolatility, including as a result of failures of certain U.S. and non-U.S. banks, which could be harmful to the Fund and companies in\nwhich it invests. For example, if a bank in which the Fund or a portfolio company has an account fails, any cash or other assets in bank\naccounts may be temporarily inaccessible or permanently lost by the Fund or portfolio company. If a bank that provides a subscription\nline credit facility, asset-based facility, other credit facility, and/or other services to a portfolio company fails, the portfolio company\ncould be unable to draw funds under its credit facilities or obtain replacement credit facilities or other services from other lending\ninstitutions with similar terms. Even if banks used by portfolio companies remain solvent, continued volatility in the banking sector\ncould cause or intensify an economic recession, increase the costs of banking services, or result in the portfolio companies being unable\nto obtain or refinance indebtedness at all or on as favorable terms as could otherwise have been obtained. Conditions in the banking sector\nare evolving, and the scope of any potential impacts to the Fund and portfolio companies, both from market conditions and potential legislative\nor regulatory responses, are uncertain. Continued market volatility and uncertainty and/or a downturn in market and economic and financial\nconditions, due to developments in the banking industry or otherwise (including because of delayed access to cash or credit facilities),\ncould have an adverse impact on the Fund and its portfolio companies.

Although it is impossible to predict the precise\nnature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events\nor uncertainty on applicable laws or regulations that impact the Fund’s investments, it is clear that these types of events will\nimpact the Fund and the issuers in which it invests. The issuers in which the Fund invests could be significantly impacted by emerging\nevents and uncertainty of this type, and the Fund will be negatively impacted if the value of its portfolio holdings decreases as a result\nof such events and the uncertainty they cause. There can be no assurance that emerging events will not cause the Fund to suffer a loss\nof any or all of its investments or interest thereon. The Fund will also be negatively affected if the operations and effectiveness of\nthe Adviser, its affiliates, the issuers in which the Fund invests, or their key service providers are compromised or if necessary or\nbeneficial systems and processes are disrupted.

In July 2026, the Federal Communications Commission\n(“FCC”) added foreign-produced \"advanced robotic devices,\" including humanoids, quadrupeds and other mobile robots,\nto its “Covered List.” New models on the list cannot receive the FCC authorization needed to be imported, marketed or sold\nin the United States. A robot counts as foreign-produced unless it is manufactured in the United States with domestic components exceeding\n65% of total component cost, a threshold that rises to 75% in 2029. As a result, a robot assembled in the United States from largely\nimported parts may still be covered. The only exception is a discretionary “Conditional Approval” from the Department of\nWar, which requires a U.S. manufacturing plan. Certain of our portfolio companies rely on imported actuators, motors, magnets, batteries\nand sensors. Meeting these requirements may force them to redesign products, change suppliers or accept higher costs, which could delay\nproduct launches and reduce the value of our investments. The FCC has proposed extending the same standard to other categories of equipment,\nand further restrictions are possible, and it remains unclear how long or to what degree this new policy will impact the robotics industry.

A cyber-attack could have a material adverse\neffect on the Fund.

Like other business enterprises, the use of the\ninternet and other electronic media and technology exposes the Fund and its service providers to potential operational and information\nsecurity risks from cyber-security incidents, including cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting\ndata maintained online or digitally, denial of service attacks on websites, the unauthorized release or misuse of confidential information,\nor various other forms of cybersecurity breaches. Cyber-attacks affecting the Fund or the Adviser, custodian, transfer agent, intermediaries,\nand other third-party service providers may adversely impact the Fund. For instance, cyber-attacks may interfere with the processing of\nshareholder transactions, impact the Fund’s ability to calculate its NAV, cause the release of private shareholder information or\nconfidential (including proprietary) company information, impede trading, subject the Fund to regulatory fines or financial losses, cause\nreputational damage, and/or otherwise disrupt normal business operations. The Fund may also incur additional costs for cybersecurity risk\nmanagement purposes. Similar types of cybersecurity risks are also present for trading counterparties and issuers of securities in which\nthe Fund invests, which could result in material adverse consequences for such issuers and may cause the Fund’s investment in such\nportfolio companies to lose value. The Adviser has established business continuity plans and risk management systems reasonably designed\nto seek to reduce the risks associated with cyber-attacks, but there is no guarantee the Adviser’s efforts will succeed either entirely\nor partially because, among other reasons: the nature of malicious cyber-attacks is becoming increasingly sophisticated; the Adviser cannot\ncontrol the cyber-security systems of issuers or third-party service providers; and there are inherent limitations to risk management\nplans and systems, including that certain current risks may not have been identified and additional unknown threats may emerge in the\nfuture. There is also a risk that cybersecurity breaches may not be detected.

-36-

Changes to U.S. tariff and import/export\nregulations may have a negative effect on the operations of our portfolio companies and, in turn, negatively impact us.

The U.S. government continues to enact and propose\nthe imposition of new tariffs on specific countries and commodities, and may in the future increase or propose additional tariffs. In\nresponse, certain foreign trading partners, and others in the future, may impose retaliatory tariffs on certain U.S. goods or take other\nactions with respect to U.S. trade barriers. Although the Supreme Court recently invalidated the tariffs imposed under the International\nEmergency Economic Powers Act (“IEEPA”), certain tariff rates and obligations established through trade agreements that were\nnegotiated during active IEEPA tariffs remain in effect, and the current administration has announced widely applicable tariffs pursuant\nto the Trade Act of 1974, effective February 24, 2026. The administration has indicated that it will continue seeking to implement tariffs\nthrough other statutory authorities as well. The scope of the Supreme Court’s decision may create market uncertainty as it relates\nto the availability of refunds for prior tariffs and the imposition of new tariffs to replace those imposed under IEEPA. The foregoing\ntrade policy landscape has created significant uncertainty about the future relationship between the United States and certain other countries\nwith respect to trade policies, treaties and new and increased tariffs. These developments, or the continued uncertainty relating to U.S.\ntrade policies, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may\nsignificantly reduce global trade. The uncertainty relating to U.S. trade policies has increased market volatility. Any of these factors\ncould depress economic activity and restrict the Fund’s portfolio companies’ access to suppliers or customers and have a material\nadverse effect on their business, financial condition and results of operations, which in turn would negatively impact the Fund’s\nbusiness.

Exchanges of shares in portfolio companies\nfor shares of the Fund may create investment and economic challenges for the Fund.

When an owner of shares of a portfolio company\nexchanges their shares for shares of the Fund, it is possible that such owner, if they are actively involved in the portfolio company,\nwill have more information about that company than the Adviser. In valuing such shares for purposes of the exchange, the Adviser will\nanalyze all information available about the company, including data concerning any secondary trading activity in shares of the company,\nbut there can be no assurance that the Adviser will have access to all information that might have a bearing on the appropriate value\nof the shares for purposes of the exchange.

There are risks associated with relying\non key personnel of the Adviser.

The management and governance of the Fund depends\non the services of certain key personnel of the Adviser. The loss of the services of any key personnel could have a material adverse effect\non the Adviser and materially adversely affect the Fund’s financial condition and results of operations.

The Fund will rely on the Adviser to manage the\nFund’s investments, including sourcing and due diligence. Consequently, the Fund’s ability to achieve its investment objective\ndepends in large part on the Adviser and its ability to identify and advise the Fund on attractive investment opportunities. This means\nthat the Fund’s investments are dependent upon the Adviser business contacts, its ability to successfully hire, train, supervise,\nmanage and retain its personnel and its ability to maintain its operating systems. If the Fund were to lose the services provided by the\nAdviser or its key personnel or if the Adviser fails to satisfactorily perform its obligations under the Advisory Agreement, the Fund’s\ninvestments and growth prospects may decline.

Certain personnel of the Adviser hold shares\nof the Fund. If personnel of the Adviser hold more than 25% of the voting securities of the Fund, they may be deemed to control the Fund,\nand affect the outcome of certain matters presented for a shareholder vote. As of September 29, 2026, Andrew Kang beneficially owned\napproximately 40.31% of the voting securities of the Fund and is considered a control person of the Fund.

The Fund’s financial condition and\nresults of operations depend on its ability to achieve its investment objective.

The Fund’s ability to achieve its investment\nobjective depends on the Adviser’s ability to identify, analyze, and invest in portfolio companies that meet its investment criteria.\nAccomplishing this result on a cost-effective basis is largely a function of the Adviser’s structuring of the investment process\nand its ability to provide competent, attentive, and efficient services to the Fund. There can be no assurance that the Adviser will be\nsuccessful in investing in portfolio companies that meet the Fund’s investment criteria, or that the Fund will achieve its investment\nobjective. It may be difficult to implement the Fund’s strategy unless the Fund maintains a meaningful amount of assets. The success\nof the Fund will depend in part upon the skill and expertise of the Adviser. Even if the Fund is able to grow and build upon its investment\noperations, any failure to manage growth effectively could have a material adverse effect on the Fund’s business, financial condition,\nresults of operations and prospects. The Fund’s results depend on many factors, including the availability of opportunities for\ninvestment, readily accessible short and long-term funding alternatives in the financial markets, and economic conditions. Furthermore,\nif the Fund cannot successfully operate its business or implement the Fund’s investment policies and strategies as described herein,\nit could negatively impact the ability to make distributions.

-37-

The Fund will likely experience fluctuations\nin its quarterly results, and it may be unable to replicate past investment opportunities or make the types of investments it has made\nto date in future periods.

The Fund will likely experience fluctuations in\nits quarterly operating results due to a number of factors, including the rate at which it makes new investments, the level of its expenses,\nvariations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which it encounters competition\nin the markets, and general economic and market conditions. These fluctuations may, in certain cases, be exaggerated as a result of the\nFund’s focus on realizing capital gains rather than current income from its investments. As a result of these factors, results for\nany period should not be relied upon as being indicative of performance in future periods.

The Fund operates in a highly competitive\nmarket for direct equity investment opportunities. If the Fund is unable to make investments, it may have an adverse effect on its performance.

A large number of entities compete with the\nFund to make the types of direct equity investments that the Fund targets as part of its business strategy. The Fund competes for such\ninvestments with a large number of private equity and venture capital funds, secondary market funds, other equity and non-equity-based\ninvestment funds, investment banks, and other sources of financing, including traditional financial services companies such as commercial\nbanks and specialty finance companies. Many of the Fund’s competitors are substantially larger than the Fund and have considerably\ngreater financial, technical, and marketing resources than the Fund does. For example, some competitors may have a lower cost of funds\nand access to funding sources that are not available to the Fund. In addition, some of the Fund’s competitors may have higher risk\ntolerances or different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships\nthan us. Funds and other vehicles pursuing similar robotics and physical AI strategies compete with us for allocations in the same financing\nrounds and secondary transactions, which may increase the prices we pay, reduce the size of allocations available to us, or exclude us\nfrom certain investments. There can be no assurance that the competitive pressures the Fund faces will not have a material adverse effect\non its business, financial condition, and results of operations. Also, as a result of this competition, the Fund may not be able to take\nadvantage of attractive investment opportunities from time to time, and the Fund can offer no assurance that the Adviser will be able\nto identify and make direct equity investments that are consistent with the Fund’s investment objective. To the extent the Fund\nis unable to make investments in portfolio companies, an over-allocation of its assets in cash could have an adverse effect on the overall\nperformance of the Fund, as investments in cash and cash equivalents may not earn significant returns.

The Fund operates in a highly competitive\nmarket for investor capital, and the entry of direct competitors into the market may adversely impact the Fund's ability to raise capital.

The Fund operates in a highly competitive\nmarket for investor capital. The Fund competes for investor capital with other registered funds, private investment funds, venture capital\nfunds, business development companies, other pooled investment vehicles and secondary investment marketplaces. If other funds or investment\nvehicles focused on robotics, artificial intelligence, physical AI, or related technology sectors are formed or increase their fundraising\nactivities, the competition for investor capital in this space may intensify significantly. Over the past several years, there has been\na substantial increase in investor interest in robotics and AI-related investment strategies, which has attracted, and may continue to\nattract, additional funds and investment vehicles with similar or overlapping investment mandates. Competitors with investment objectives\nsimilar to those of the Fund may be formed in the future by managers with greater experience, longer track records, or more extensive\nrelationships with potential investors. These competitors may also offer lower fees, greater liquidity, daily pricing or larger positions\nin particular companies. The entry of such competitors into the market could reduce the pool of available investor capital for the Fund\nand make it more difficult for the Fund to attract and retain investors. As more of these products become available, investors seeking\nthis exposure may allocate less capital to the Fund’s common stock, which could reduce trading volume, narrow or eliminate any\npremium to NAV at which the Fund’s common stock trades, cause the Fund’s common stock to trade at a discount, and make it\nmore difficult or more expensive for the Fund to raise capital.

If the Fund is unable to compete effectively\nfor investor capital, it may be unable to raise sufficient capital to achieve its investment objective. A smaller asset base may\nresult in higher per-share expenses for the Fund's shareholders, limit the Fund's ability to participate in certain investment opportunities,\nand reduce the Fund's ability to negotiate favorable terms on its investments. There can be no assurance that the Fund will be able to\ncompete successfully for investor capital against current or future competitors, and increased competition could have a material adverse\neffect on the Fund's business, financial condition, and results of operations.

-38-

There are significant potential conflicts\nof interest which could impact the Fund’s investment returns and limit the flexibility of its investment policies.

Certain members of the Adviser’s team serve\nor can serve as officers or director of entities that operate in a line of business similar to the Fund’s, including new entities\nthat may be formed in the future. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might\nnot be in the best interests of the Fund or the Fund’s shareholders.

While the investment focus of each of these entities\nmay be different from the Fund’s investment objective, it is likely that new investment opportunities that meet the Fund’s\ninvestment objective will come to the attention of one of these entities, or new entities that will likely be formed in the future in\nconnection with another investment advisory client or program, and, if so, such opportunity might not be offered, or otherwise made available,\nto the Adviser or the Fund. However, the Fund’s executive officers and Adviser intend to treat the Fund in a fair and equitable\nmanner consistent with their applicable duties under law so that the Fund will not be disadvantaged in relation to any other particular\nclient. In addition, while the Adviser anticipates that it will from time to time identify investment opportunities that are appropriate\nfor both the Fund and the other funds or accounts that in the future may be managed by the Adviser or an affiliate of the Adviser, to\nthe extent it does identify such opportunities, the Adviser will establish a written allocation policy to ensure that the Fund is not\ndisadvantaged with respect to the allocation of investment opportunities among the Fund and such other funds and accounts. The Adviser\nand its affiliates, as applicable, will allocate investment opportunities among its managed funds and accounts, including the Fund, in\naccordance with its fiduciary duties to all the funds and accounts managed by the Adviser or its affiliates.

In the event the value of your investment\ndeclines, the Management Fee will still be payable.

The Management Fee is payable regardless of whether\nthe NAV of the Fund or your investment declines. As a result, the Fund will owe the Adviser a Management Fee regardless of whether it\nincurred significant realized capital losses and unrealized capital depreciation (losses) during the fiscal period for which the Management\nFee is paid.

Changes in laws or regulations governing\nthe Fund’s operations may adversely affect its business.

The Fund and its portfolio companies are subject\nto regulation by laws at the local, state, and federal levels. These laws and regulations, as well as their interpretations, may be changed\nfrom time to time. Any change in these laws or regulations could have a material adverse effect on the Fund’s business and the value\nof your investment.

The Adviser has full discretion over the\nFund’s portfolio, and the Fund’s shareholders are not involved in investment decisions.

Subject to the implementation of the investment\nlimitations described herein, the Adviser has complete discretion in managing the Fund’s portfolio. The Fund’s shareholders\nwill not make decisions with respect to the management, disposition, or other realization of any investment made by the Fund, or other\ndecisions regarding the Fund’s business and affairs.

Our investment portfolio will be recorded\nat fair value as determined in good faith in accordance with procedures established by our Board and, as a result, there is and will be\nuncertainty as to the value of our portfolio investments.

Under the 1940 Act, we are required to carry our\nportfolio investments at market value or, if there is no readily available market value, at fair value as determined in accordance with\nprocedures established by our Board. There may not be a public market or active secondary market for certain of the types of investments\nthat we hold and intend to make. Our investments may not be publicly traded or actively traded on a secondary market but, instead, may\nbe traded on a privately negotiated over-the-counter secondary market for institutional investors, if at all. As a result, we will value\nthese investments monthly at fair value as determined in good faith in accordance with valuation policies and procedures approved by our\nBoard.

-39-

The determination of fair value, and thus the\namount of unrealized appreciation or depreciation we may recognize in any reporting period, is to a degree subjective, and our Adviser\nhas a conflict of interest in making recommendations of fair value. We will value our investments monthly at fair value in accordance\nwith valuation policies and procedures approved by our Board, based on, among other things, input of the Adviser and independent third-party\nvaluation firm(s) engaged at the direction of the Board. The types of factors that may be considered in determining the fair values of\nour investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments and\nits earnings, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow,\ncurrent market interest rates and other relevant factors. Because such valuations, and particularly valuations of private securities and\nprivate companies, are inherently uncertain, the valuations may fluctuate significantly over short periods of time due to changes in current\nmarket conditions. The determinations of fair value in accordance with procedures established by our Board may differ materially from\nthe values that would have been used if an active market and market quotations existed for such investments. The methodologies used to\ndetermine fair value involve significant subjective judgments and estimates, which may differ materially from values that could ultimately\nbe realized upon a liquidity event or other disposition. Our NAV could be adversely affected if the determinations regarding the fair\nvalue of the investments were materially higher than the values that we ultimately realize upon the disposal of such investments.

Our portfolio may be focused on a limited\nnumber of portfolio companies, which will subject us to a risk of significant loss if the business or market position of one or more of\nthese companies deteriorates or their particular industries experience a market downturn.

To the extent we limit our number of investments,\nthe aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need\nto write down the value of any one investment. Subject to our RIC asset diversification requirements, our investments could be focused\non relatively few issuers. As a result, a downturn in any particular industry in which a significant number of our portfolio companies\noperate could materially adversely affect us.

The Fund’s strategy of maintaining a highly\nconcentrated portfolio is designed to offer substantial benefits but also entails significant risks. Concentration allows the Fund to\nfocus its investments on a select number of high-conviction companies, optimizing the potential for outsized returns and maximizing the\nbeneficial impact of successful portfolio outcomes. Furthermore, this approach facilitates deeper due diligence, enhanced strategic oversight,\nand dedicated resources per investment, supporting informed decision-making and effective monitoring. Additionally, investors benefit\nfrom clarity and transparency regarding the Fund’s targeted investment thesis and specific exposure to industry-leading companies.

However, maintaining a concentrated portfolio\nincreases certain risks. A limited number of investments heightens the potential impact of individual company underperformance or adverse\ndevelopments, increasing overall portfolio volatility. Moreover, reduced diversification amplifies the Fund’s exposure to sector-specific,\ncompany-specific, and systemic risks, potentially magnifying negative outcomes during market downturns or disruptions. Additionally, concentrated\nportfolios may face liquidity challenges, particularly when holding privately held companies, potentially complicating exit strategies\nor the ability to realize investments at desired valuations. Lastly, concentration can elevate regulatory, valuation, and market risks,\nespecially when the Fund invests primarily in companies within a single industry or sector.

We may be more susceptible than a diversified\nfund to being adversely affected by any single corporate, economic, political or regulatory occurrence.

We are classified as “non-diversified”\nunder the 1940 Act. As a result, we will be able to invest a greater portion of our assets in obligations of a single issuer than a “diversified”\nfund. We may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political\nor regulatory occurrence.

Our ability to enter into transactions\nwith our affiliates is restricted.

We are prohibited under the 1940 Act from participating\nin certain transactions with our affiliates without the prior approval of the SEC. Any person that owns, directly or indirectly, 5% or\nmore of our outstanding voting securities will be our affiliate for purposes of the 1940 Act and we are generally prohibited from buying\nor selling any securities from or to such affiliate. The 1940 Act also prohibits certain “joint” transactions with certain\nof our affiliates, which could include investments in the same portfolio company without prior approval of the SEC. If a person acquires\nmore than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of\nthat person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC.\nSimilar restrictions limit our ability to transact business with our officers or directors or their affiliates. As a result of these restrictions,\nwe may be prohibited from buying or selling any security from or to any investment fund managed by our Adviser or its affiliates without\nthe prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us. We may co-invest\nwith our Adviser or our officers and directors in a manner consistent with guidance promulgated under the no-action position of the SEC\nset forth in Mass Mutual Life Ins. Co. (SEC No-Action Letter, June 7, 2000), on which similarly situated funds like us rely in order to\nco-invest in a single class of privately placed securities so long as certain conditions are met, including that our investment adviser\nor an affiliate, acting on our behalf and on behalf of other clients, negotiates no term other than price.

-40-

Our Adviser and other related entities have been\ngranted an exemptive order from the SEC, which permits the Fund to co-invest alongside other funds and accounts managed and controlled\nby our Adviser and its affiliates in privately-negotiated investments, in a manner consistent with its investment objective, policies\nand restrictions as well as applicable regulatory requirements (the “Co-Investment Exemptive Order”). Pursuant to the Co-Investment\nExemptive Order, the Fund generally will be permitted to co-invest alongside certain of its affiliates if the Fund and each affiliate\nparticipating in the transaction acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same\nprice and with the same conversion, financial reporting and registration rights, and generally with substantially the same other terms.\nIn addition, the Fund’s independent directors will be required to make certain findings in connection with certain co-investment\ntransactions. The Co-Investment Exemptive Order contains certain conditions that limit or restrict the Fund’s ability to participate\nin such investment opportunities. In such cases, the Fund may participate in an investment to a lesser extent or, under certain circumstances,\nmay not participate in the investment.

We will be subject to U.S. federal income\ntax imposed at corporate rates on our income and gains if we are unable to qualify as a RIC.

We intend to elect to be treated as a RIC\nand intend to operate in a manner so as to continue to qualify for the U.S. federal income tax treatment applicable to RICs; however,\nwe will not qualify as a RIC for our initial taxable year ending August 31, 2026, and there is no guarantee we will qualify as a RIC\nfor the taxable year ending August 31, 2027. For our initial taxable year, and any year thereafter in which we don’t qualify as\na RIC, we will be treated as a corporation for U.S. federal income tax purposes. Accordingly, the Fund will be subject to U.S. federal\nincome tax imposed at corporate rates on its taxable income as well as applicable state and local income taxes. Distributions from the\nFund will generally be treated as taxable dividend income to the extent of the Fund’s current and accumulated earnings and profits.\nDistributions from the Fund to non-U.S. investors will generally be subject to U.S. federal withholding tax imposed at a rate of 30%\nor a reduced rate specified by an applicable income tax treaty. Taxation as a corporation will reduce the amount of cash available to\npay distributions to holders of the shares, which will mean that investors in the Fund will likely receive lower distributions than they\notherwise would if the Fund qualified as a regulated investment company for U.S. federal income tax purposes.

To the extent that we qualify as a RIC in a subsequent\ntaxable year, we generally will not be subject to U.S. federal income tax on our income and gain that we timely distribute (or are deemed\nto distribute) to our stockholders as dividends. We will be subject to U.S. federal income tax imposed at corporate rates on any income\nor gains that we do not timely distribute (or are deemed to distribute) to our shareholders. To qualify as a RIC, we must meet several\nrequirements, including certain source of income, asset diversification and annual distribution requirements. In addition, we may also\nbe subject to certain U.S. federal excise taxes, as well as state, local and foreign taxes (including withholding taxes).

We will satisfy the source of income requirement\nif we obtain at least 90% of our annual gross income from dividends, interest, payments with respect to securities loans, gains from the\nsale of stock or securities, net income from an interest in a qualified publicly traded partnership, or other income derived from the\nbusiness of investing in stock or securities.

We will satisfy the annual distribution requirement\nif we distribute to our stockholders on a timely basis generally an amount equal to at least 90% of our investment company taxable income\nfor each year. Under certain circumstances, we may be restricted from making distributions necessary to qualify as a RIC. If we are unable\nto obtain cash from other sources, we may fail to qualify as a RIC. Because we must make distributions to our stockholders as described\nabove, such amounts, to the extent a stockholder is not participating in our dividend reinvestment option, will not be available to us\nto make investments.

We will satisfy the asset diversification requirement\nif, at the end of each quarter of our taxable year:

\n\n

●

At least 50% of the value of\nour total assets consists of cash, cash equivalents (including receivables), U.S. government securities, securities of other RICs, and\nother securities, provided that such other securities of any one issuer do not represent more than 5% of the value of our total assets\nor more than 10% of the outstanding voting securities of the issuer; and

\n\n

●

No more than 25% of the value\nof our assets can be invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer,\n(ii) the securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable\nCode rules, by us and that are engaged in the same or similar or related trades or businesses, or (iii) the securities of certain “qualified\npublicly traded partnerships” (as defined in the Code).

To the extent that we qualify as a RIC in a subsequent\ntaxable year, failure to meet these tests may result in our having to (a) dispose of certain investments quickly or (b) raise additional\ncapital to prevent the loss of RIC status. Because most of our investments are in private companies and are generally illiquid, any such\ndispositions may be at disadvantageous prices and may result in losses. Also, the rules applicable to our qualification as a RIC are complex\nwith many areas of uncertainty. Accordingly, no assurance can be given that we will qualify as a RIC.

-41-

To the extent that we qualify as a RIC in\na subsequent taxable year, we may have difficulty paying our required distributions if we recognize income before or without receiving\ncash representing such income.

For U.S. federal income tax purposes, we may be\nrequired to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. We may also have to\ninclude in income other amounts that we have not yet received in cash, such as unrealized appreciation for foreign currency forward contracts\nand deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or\nstock. Furthermore, we may invest in non-U.S. corporations (or other non-U.S. entities treated as corporations for U.S. federal income\ntax purposes) that could be treated under the Code and U.S. Treasury regulations as “passive foreign investment companies”\nor “controlled foreign corporations.” The rules relating to investment in these types of non-U.S. entities are designed to\nlimit deferral and generally require the current inclusion of income derived by the entity. In certain circumstances, this could require\nus to recognize income where we do not receive a corresponding payment in cash.

We anticipate that a portion of our income may\nconstitute income required to be included in taxable income prior to receipt of cash. To the extent that we qualify as a RIC in a subsequent\ntaxable year, such amounts accrued would be included in our investment company taxable income for the year of the accrual, and consequently,\nwe may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement (defined below),\neven if we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement\nnecessary to maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would\nnot consider advantageous, raise additional debt or equity capital, make a partial share distribution, or forgo new investment opportunities\nfor this purpose. If we are not able to obtain cash from other sources, and choose not to make a qualifying share distribution, we may\nfail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax.

To the extent that we qualify as a RIC in\na subsequent taxable year and we are not treated as a “publicly offered regulated investment company,” certain shareholders\nwill be treated as having received certain income and their allocable share of expenses, which may not be deductible.

A “publicly offered regulated investment\ncompany” is a RIC whose shares are either (i) continuously offered pursuant to a public offering within the meaning of Section\n4 of the Securities Act, (ii) regularly traded on an established securities market or (iii) held by at least 500 persons at all times\nduring the taxable year. To the extent that we qualify as a RIC in a subsequent taxable year and we are not treated as a publicly offered\nRIC for any calendar year, each U.S. shareholder that is an individual, trust or estate will be treated as having received a dividend\nfrom us in the amount of such U.S. shareholder’s allocable share of certain of our expenses for the calendar year, and these fees\nand expenses will be treated as miscellaneous itemized deductions of such U.S. shareholder. Miscellaneous itemized deductions generally\nare not deductible by a U.S. shareholder that is an individual, trust or estate.

We cannot predict how new tax legislation\nwill affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes\ncould have a negative effect on us. The laws pertaining to U.S. federal income taxation are constantly under review by persons involved\nin the legislative process and by the IRS and the U.S. Treasury Department. The likelihood of any such legislation being enacted is uncertain.\nNew legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could\nhave adverse tax consequences, such as significantly and negatively affecting our ability to qualify for tax treatment as a RIC or negatively\naffecting the U.S. federal income tax consequences of an investment in our shares.

Our Board may change our non-fundamental\ninvestment policies and our investment strategies without prior notice or stockholder approval, the effects of which may be adverse.

Our Board has the authority to modify or waive\nour non-fundamental investment policies, and our investment criteria and strategies without stockholder approval and without prior notice.\nWe cannot predict the effect any changes to our current non-fundamental operating policies, investment criteria and strategies would have\non our business, NAV of the Fund and operating results. However, the effects might be adverse, which could negatively impact our ability\nto make distributions to stockholders and cause you to lose all or part of your investment.

The Fund has indemnification obligations.

We have indemnification obligations. Such liabilities\nmay be material and have an adverse effect on the returns to investors. Our indemnification obligations would be payable from our assets,\nand such indemnification obligations will survive the winding-up and dissolution of the Fund.

-42-

Risks Related to Our Investments

The Fund’s investments in portfolio\ncompanies may be extremely risky, and the Fund could lose all or part of its investments.

Investment in portfolio companies involves a number\nof significant risks, including:

\n\n

●

these portfolio companies may\nhave limited financial resources and may be unable to meet their obligations with their existing working capital, which may lead to equity\nfinancings, possibly at discounted valuations, in which the Fund’s holdings could be substantially diluted if the Fund does not\nor cannot participate, bankruptcy or liquidation, and the reduction or loss of the Fund’s investment;

\n\n

●

these portfolio companies typically\nhave limited operating histories, less-established and comprehensive product lines, and smaller market shares than larger businesses,\nwhich tend to render them more vulnerable to competitors’ actions, market conditions, and consumer sentiment in respect of their\nproducts or services, as well as general economic downturns;

\n\n

●

because the portfolio companies\nare privately owned, there is usually little publicly available information about these businesses; therefore, although the Adviser and\nits agents perform due diligence on these portfolio companies, their operations, and their prospects, including review of independent\nresearch reports and market valuations of securities of such companies on alternative trading systems and other private secondary markets,\nthe Adviser may not be able to obtain all of the material information that would be generally available for public company investments,\nincluding financial or other information regarding the portfolio companies in which the Fund invests. Furthermore, there can be no assurance\nthat the information that the Adviser does obtain with respect to any investment is reliable. The Fund will invest in portfolio companies\nfor which current, up-to-date financial information is not available if the Adviser determines, based on the results of its due diligence\nreview, that such investment is in the best interests of the Fund and its shareholders;

\n\n

●

Portfolio companies are more\nlikely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation, or\ntermination of one or more of these persons could have a material adverse impact on a portfolio company and, in turn, on the Fund; and

\n\n

●

Portfolio companies generally\nhave less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses\nwith products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations,\nfinance expansion, or maintain their competitive position.

The Fund may not realize gains from its\ninvestments, may be compelled to liquidate its investments at a loss as a result of the actions of majority shareholders and, because\ncertain of the portfolio companies may incur substantial debt to finance their operations, the Fund may experience a complete loss on\nits investment in the event of a bankruptcy or liquidation of any of the portfolio companies.

The Fund invests principally in the equity\nsecurities (common and/or preferred stock, or equity-linked securities convertible into such equity securities) of operating private\ncompanies. However, the securities the Fund acquires may not appreciate in value and, in fact, may decline in value. In addition,\nthe private company securities the Fund acquires (or into which they are convertible) are often subject to drag-along rights.\nDrag-along rights are rights granted to a majority stockholder in a particular company that enable such shareholder to force\nminority stockholders to join in the sale of a company on the same price, terms, and conditions as any other seller in the sale.\nSuch drag-along rights could permit other stockholders, under certain circumstances, to force the Fund to liquidate its position in\na portfolio company at a specified price, which could be, in the Adviser’s opinion, inadequate or undesirable or even below\nthe Fund’s cost basis. In this event, the Fund could realize a loss or fail to realize gain in an amount that the Adviser\ndeems appropriate on the Fund’s investment. Further, capital market volatility and the overall market environment may preclude\nthe portfolio companies from realizing liquidity events and impede the Fund’s exit from these investments. The portfolio\ncompanies may make business decisions to forego or delay potential liquidity events, such as an initial public offering, which could\ndelay the Fund’s realization of value. Accordingly, the Fund may not be able to realize gains from its investments, and any\ngains that it does realize on the disposition of any investments may not be sufficient to offset any other losses it experiences.\nThe Fund will generally have little, if any, control over the timing of any gains it may realize from its investments. In addition,\nthe portfolio companies in which the Fund invests may have substantial debt loads. In such cases, the Fund would typically be last\nin line behind any creditors in a bankruptcy or liquidation and would likely experience a complete loss on its investment.

The Fund may enter into SAFEs with portfolio companies,\nwhich give the Fund certain rights for future equity in such portfolio companies similar to a warrant, except without determining a specific\nprice per share at the time of the initial investment. The Fund’s ability to receive portfolio company equity under a SAFE is contingent\nupon the occurrence of triggering events set forth in the applicable SAFE, such as a priced round of investment or liquidation event,\nwhich may never materialize. In addition, SAFE terms may vary from agreement to agreement and may provide a right to the portfolio company\nto repurchase the Fund’s future right to equity before a triggering event occurs. There is no guarantee that the Fund will receive\nfavorable terms when entering into a SAFE or that the Fund will recover its investment in a portfolio company made under such agreement.

-43-

Because the Fund’s investments are\ngenerally not in publicly traded securities, there will be uncertainty regarding the fair market value of its investments, which could\nadversely affect the determination of the Fund’s NAV.

The Fund’s portfolio investments are\ngenerally not in publicly traded securities (unless one of the portfolio companies goes public, and then only to the extent the Fund\nhas not yet liquidated its securities holdings therein). The Adviser prepares portfolio company valuations using the most recent portfolio\ncompany financial statements and forecasts, if available. The Adviser may utilize the services of an independent valuation firm, which,\nif engaged, may prepare or review valuations for all or some of the Fund’s portfolio investments that are not publicly traded or\nfor which the Adviser does not have readily available market quotations. The types of factors that the Adviser will take into account\nin providing its fair value determination with respect to such portfolio company valuation will include, as relevant and, to the extent\navailable, the portfolio company’s earnings, the markets in which the portfolio company does business, comparison to valuations\nof publicly traded companies in the portfolio company’s industry, comparisons to recent sales of comparable companies, the discounted\nvalue of the cash flows of the portfolio company, and other relevant factors. It is difficult to obtain financial and other information\nwith respect to private companies, and even where the Adviser is able to obtain such information, there can be no assurance that it is\ncomplete or accurate. Because such valuations are inherently uncertain and may be based on estimates, the Adviser’s determinations\nof fair market value may differ materially from the values that would be assessed if a readily available market for these securities\nexisted. Due to this uncertainty, the Adviser’s fair market value determinations with respect to any non-publicly traded portfolio\ncompany investment the Fund holds may cause the Fund’s NAV on a given date to materially understate or overstate the value that\nthe Fund may ultimately realize on one or more of its investments. As a result, investors purchasing the Fund’s shares based on\nan overstated NAV would pay a higher price than the value of its investments might warrant.

The lack of liquidity in, and potentially\nextended holding period of, many of the Fund’s investments may adversely affect its business and will delay any distributions of\nany gains.

The Fund’s investments are generally in\nnon-publicly traded securities (unless one of the portfolio companies goes public, and then only to the extent the Fund has not yet liquidated\nits securities holdings therein).

Although the Adviser expects that most of the\nFund’s equity investments will trade on private secondary marketplaces, certain of the securities held may be subject to legal and\nother restrictions on resale or may otherwise be less liquid than publicly traded securities. In addition, while some portfolio companies\nmay trade on private secondary marketplaces, the Fund can provide no assurance that such a trading market will continue or remain active,\nor that the Fund will be able to sell its position in any portfolio company at the time the Adviser desires to do so and at the price\nthe Adviser anticipates. The illiquidity of the Fund’s investments, including those that are traded on private secondary marketplaces,\nmay make it difficult for it to sell such investments if the need arises. Also, if the Fund is required to liquidate all or a portion\nof its portfolio quickly, it may realize significantly less than the carrying value of its investments. There is no limitation on the\nportion of the Fund’s portfolio that may be invested in illiquid securities, and a substantial portion or all of its portfolio may\nbe invested in such illiquid securities from time to time.

In addition, because the Fund deploys its capital\nto invest primarily in equity securities of private companies (or equity-linked securities convertible into such equity securities), realization\nevents, if any, are unlikely to occur in the near term with respect to the majority of the portfolio companies. The Fund expects that\nits holdings of securities may require several years to appreciate in value and can offer no assurance that such appreciation will occur.\nEven if such appreciation does occur, it is likely that the Fund’s shareholders could wait for an extended period of time before\nany appreciation or sale of the Fund’s investments, and any attendant distributions of gains, may be realized.

Technology-focused companies in which the\nFund invests are subject to many risks, including volatility, intense competition, decreasing life cycles, product obsolescence, changing\nconsumer preferences, and periodic downturns.

The Adviser expects that a number of the portfolio\ncompanies in which the Fund invests will be technology-focused companies. The revenues, income (or losses), and valuations of technology-related\ncompanies can and often do fluctuate suddenly and dramatically. In addition, because of rapid technological change, the average selling\nprices of products and some services provided by technology-focused companies have historically decreased over their productive lives.\nAs a result, the average selling prices of products and services offered by the portfolio companies that are technology-focused companies\nmay decrease over time, which could adversely affect their operating results and, correspondingly, the value of any equity securities\nthat the Fund may hold. This could, in turn, materially adversely affect the Fund’s business, financial condition, and results of\noperations.

-44-

Investing in Humanoid and physical AI\ntechnology companies involves risk.

Humanoid and physical AI technology companies\ntypically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at\nall. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly.\nThese companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights.\nThe issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure\nin an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is\nthe marquee product of the issuer. It can be difficult to accurately capture what qualifies as a humanoid and physical AI technology\ncompany.

Certain humanoid and physical AI technology\ncompanies may face special risks that their products or services may not prove to be commercially successful. Such companies are also\nstrongly affected by worldwide scientific or technological developments. As a result, their products may rapidly become obsolete. Such\ncompanies are also often subject to governmental regulation and may, therefore, be adversely affected by governmental policies. In addition,\ncertain of such companies in which the Fund may invest may not currently be profitable and there can be no assurance that such companies\nwill be profitable in the future.

Because the Fund will generally not hold\ncontrolling equity interests in its portfolio companies, the Fund will likely not be in a position to exercise control over the portfolio\ncompanies or to prevent decisions by substantial shareholders or management of the portfolio companies that could decrease the value of\nits investments.

The Fund has not, does not intend to, and does\nnot anticipate that it will take controlling equity positions in the portfolio companies. As a result, it will be subject to the risk\nthat a portfolio company may make business decisions with which the Adviser disagrees, and the stockholders and management of a portfolio\ncompany may take risks or otherwise act in ways that are adverse to the Fund’s interests. In addition, other shareholders, such\nas venture capital and private equity sponsors, that have substantial investments in the portfolio companies may have interests that differ\nfrom that of the portfolio company or its minority shareholders, which may lead them to take actions that could materially and adversely\naffect the value of the Fund’s investment in the portfolio company. Due to the lack of liquidity for the equity investments that\nthe Fund will typically hold in the portfolio companies, it may not be able to dispose of its investments in the event the Adviser disagrees\nwith the actions of a portfolio company or its substantial shareholders and may therefore suffer a decrease in the value of its investments.

Investments in foreign companies may involve\nsignificant risks in addition to the risks inherent in U.S. investments.

While the Fund intends to invest primarily in\nU.S. companies, it may invest on an opportunistic basis in certain non-U.S. companies, including those located in emerging markets, that\notherwise meet its investment criteria. Investing in foreign companies, and particularly those in emerging markets, may expose the Fund\nto additional risks not typically associated with investing in U.S. issuers. These risks include changes in exchange control regulations;\npolitical and social instability; expropriation; nationalization of companies by foreign governments; capital repatriation regulations;\nrestrictions on foreign investment in certain jurisdictions; imposition of foreign taxes (including withholding taxes) at potentially\nconfiscatory levels; fluctuating currency exchange rates; less liquid markets and less available information than is generally the case\nin the United States; higher transaction costs; less government supervision of exchanges, brokers, and issuers; less developed bankruptcy\nlaws; difficulty in enforcing contractual obligations; extended or delayed settlements of transactions; lack of uniform accounting and\nauditing standards; and greater price volatility. Further, the Fund may have difficulty enforcing its rights as an equity holder in foreign\njurisdictions. In addition, to the extent the Fund invests in non-U.S. companies, it may face greater exposure to foreign economic developments.

International trade tensions may arise from\ntime to time which could result in trade tariffs, embargos or other restrictions or limitations on trade. The imposition of any\nactions on trade could trigger a significant reduction in international trade, an oversupply of certain manufactured goods,\nsubstantial price reductions of goods, and possible failure of individual companies or industries which could have a negative impact\non the Fund’s performance. Events such as these are difficult to predict and may or may not occur in the future.

In addition, the Fund’s investments in foreign\ncompanies may be subject to economic sanctions or other government restrictions. The type and severity of sanctions and other similar\nmeasures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact\nis difficult to ascertain. These types of measures may include, but are not limited to, banning a sanctioned country or certain persons\nor entities associated with such country from global payment systems that facilitate cross-border payments, restricting the settlement\nof securities transactions by certain investors, and freezing the assets of particular countries, entities, or persons. The imposition\nof sanctions and other similar measures could, among other things, result in a decline in the value and/or liquidity of securities issued\nby the sanctioned country or companies located in or economically tied to the sanctioned country, downgrades in the credit ratings of\nthe sanctioned country’s securities or those of companies located in or economically tied to the sanctioned country, currency devaluation\nor volatility, and increased market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other\nsimilar measures could directly or indirectly limit or prevent the Fund from buying and selling securities (in the sanctioned country\nand other markets), significantly delay or prevent the settlement of securities transactions, and adversely impact the Fund’s liquidity\nand performance.

-45-

Although the Fund expects that most of its investments\nwill be U.S. dollar-denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular\ncurrency will change in relation to one or more other currencies. Changes in foreign currency exchange rates may affect the value of securities\nheld by the Fund and the unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and therefore\nmay affect the value of securities denominated in such currencies, which means that the Fund’s NAV could decline as a result of\nchanges in the exchange rates between foreign currencies and the U.S. dollar. The Adviser may, but is not required to, elect for the Fund\nto seek to protect itself from changes in currency exchange rates through hedging transactions depending on market conditions. In addition,\ncertain countries, particularly emerging market countries, may impose foreign currency exchange controls or other restrictions on the\ntransferability, repatriation or convertibility of currency.

There are risks associated with investing\nin SPVs or similar investment structures, including that the Fund will bear its pro rata portion of expenses on investments in SPVs and\nwill have no direct claim against underlying portfolio companies.

The Adviser may invest in portfolio companies\nindirectly through investing in SPVs. Investors should be aware that the use of SPVs introduces additional layers of structural complexity,\nand additional risks related to liquidity, transparency, and valuation may exist.

The Fund, as a holder of securities issued by\nan SPV or similar investment structure, will bear its pro rata portion of such SPV or investment structure’s expenses. The fees\nwe pay to invest in an SPV may be higher than if we invested in the single underlying portfolio company directly. These acquired fund\nfee expenses are in addition to the direct expenses of the Fund’s own operations, thereby increasing costs and/or potentially reducing\nreturns to investors.

Investments in SPVs are generally illiquid, and\nthe Fund may invest in SPVs managed by external managers. When investing in an SPV managed by an unaffiliated manager, the Adviser will\nnot have any control over the management of the SPV. In addition, the Fund’s investments in SPVs may be subject to investment lock-up\nperiods or other transfer restrictions and may require the approval of an external manager to transfer our interests or obtain stock following\nan IPO. As such, the Fund may not be able to withdraw or transfer its investment at a desirable time. Even if the Fund is able to withdraw\nfrom an SPV, it may take a considerable amount of time for the SPV to redeem or liquidate the Fund’s position. An SPV’s withdrawal\nlimitations may also restrict the Adviser’s ability to reallocate or terminate investments in SPVs that are poorly performing or\nhave otherwise had adverse changes. We do not control the timing of cash or stock distributions from external managers. The Fund will\nhave no direct claims against any portfolio company held by an SPV.

SPVs may also present valuation and transparency\nchallenges. For SPVs managed by unaffiliated entities, the Fund may have little to no transparency regarding the SPVs’ financial\nposition or holdings. Information provided by the SPV may be minimal, and may not be provided in a timely manner. For information about\nthe value of the Fund’s investment in an SPV managed by an unaffiliated entity, the Adviser will be dependent on information provided\nby the manager of the SPV, including unaudited financial statements, which, if inaccurate, could adversely affect the Adviser’s\nability to accurately value the Fund’s shares and to manage the Fund’s investment portfolio in accordance with its investment\nobjective. Moreover, the Adviser’s due diligence efforts may not necessarily detect fraud, malfeasance, inadequate back-office\nsystems, or other flaws or problems with respect to the SPV manager. Stockholders have no individual right to receive information about\nthe SPVs or their managers, will not be stockholders in the SPVs, and will have no rights with respect to or standing or recourse against\nthe SPVs, their managers, or any of their respective affiliates. Stockholders should recognize that valuations of illiquid assets, including\ninterests in SPVs, involve various judgments and consideration of factors that may be subjective.

There are risks relating to investing in\nPIPE transactions offered by SPACs.

The Fund may invest in PIPE transactions\nwhere the issuer of the security is a SPAC established to facilitate the acquisition and future financing of certain private\nlate-stage operating growth companies in anticipation of such private company entering the public markets. In a PIPE transaction,\ninvestors purchase securities directly from a publicly traded company in a private placement transaction, typically at a discount to\nthe market price of the company’s common stock. When participating in a PIPE transaction, the Fund may bear the price risk\nfrom the time of pricing until the time of closing. In addition, the Fund may have to commit to purchase a specified number of\nshares at a fixed price, with the closing conditioned upon, among other things, the SEC’s preparedness to declare effective a\nresale registration statement covering the resale, from time to time, of the shares sold in the private financing. Because the sale\nof the securities is not registered under the Securities Act, the securities are “restricted” and cannot be immediately\nresold by the investors into the public markets. Accordingly, the company typically agrees as part of the PIPE deal to register the\nrestricted securities with the SEC. PIPE transactions are subject to the risk that the issuer may be unable to register the\nsecurities for public resale in a timely manner, or at all, in which case the securities could be sold only in a privately\nnegotiated transaction and, potentially, at a price less than that paid by the Fund. Disposing of such securities may involve\nnegotiation and legal expenses. Even if such securities are registered for public sale, the resulting market for the securities may\nbe thin or illiquid, which could make it difficult for the Fund to dispose of such securities at an acceptable price.

-46-

Indirect investments in portfolio companies\ninvolve substantial risks, including that the portfolio company may not recognize our investment and actively seek to obstruct it.

The Fund may obtain exposure to portfolio companies\nindirectly by investing through SPVs or other such instruments. The underlying portfolio company may not be a party to and may not have\napproved or been informed of the SPV’s transactions with us, unless otherwise disclosed. The portfolio company may, upon learning\nof the SPV’s transactions, take steps to invalidate or frustrate them, demand that we stop purchasing portfolio company’s\nsecurities, or seek redress or retaliation against SPV sponsors, us, or others. Should the portfolio company object to the existence of\nthe creation of the SPV, it may take any number of steps to discourage or obstruct the transactions, including claiming that the SPV transactions\nviolate the portfolio company’s agreements, claiming causes of action SPV sponsors or us, defensive measures intended to discourage\nSPV sponsors from selling the portfolio company’s securities to us, refusing to accept or process securities transfers, or claiming\nrights to rescind our transactions or trigger rights of refusal to purchase the portfolio company’s securities involved in our transactions.\nShould a portfolio company wish to prospectively discourage secondary transactions by us, it may adopt policies or securities-related\ndocuments that makes such transactions impractical. A portfolio company may also object to use of its name, intellectual property, or\npublic or non-public information about it. A portfolio company may be under no obligation to approve or recognize transactions involving\nthe portfolio company’s securities that occur through SPVs. Conversely, a portfolio company that does wish to endorse, approve,\nor participate in the transactions may face complex and costly regulatory requirements and exposure to risk for doing so, which could\ndiscourage it from approving or participating in the transaction.

There are significant potential risks relating\nto investing in securities traded on private secondary marketplaces.

The Fund may utilize alternative trading systems\nand other private secondary markets to acquire equity securities of portfolio companies. The Fund generally has little or no direct access\nto financial or other information from the portfolio companies in which it invests through such private secondary marketplaces. As a result,\nthe Fund is dependent upon the relationships and contacts of the Adviser to perform research and due diligence, and to monitor the Fund’s\ninvestments after they are made. However, there can be no assurance that the Adviser will be able to acquire adequate information on which\nto make an investment decision with respect to any private secondary marketplace purchases, or that the information the Adviser is able\nto obtain is accurate or complete. Any failure to obtain full and complete information regarding the portfolio companies in which the\nFund invests could cause the Fund to lose part or all of its investment in such companies, which would have a material and adverse effect\non its NAV and results of operations.

-47-

In addition, there can be no assurance that portfolio\ncompanies in which the Fund invests through private secondary marketplaces will have or maintain active trading markets, and the prices\nof those securities may be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods. Wide swings\nin market prices, which are typical of irregularly traded securities, could cause significant and unexpected declines in the value of\nour portfolio investments. Further, prices on alternative trading systems and other private secondary markets, where limited information\nis available, may not accurately reflect the true value of a portfolio company, and may in certain cases overstate a portfolio company’s\nactual value, which may cause the Fund to realize future capital losses on its investment in that portfolio company. If any of the foregoing\nwere to occur, it would likely have a material and adverse effect on the Fund’s NAV and results of operations.

Investments in private companies, including through\nprivate secondary marketplaces, also entail additional legal and regulatory risks which expose participants to the risk of liability due\nto the imbalance of information among participants and participant qualification and other transactional requirements applicable to private\nsecurities transactions. Failure to comply with such requirements could result in rescission rights and monetary and other sanctions.\nThe application of these laws within the context of private secondary marketplaces and related market practices are still evolving, and,\ndespite the Fund’s efforts to comply with applicable laws, the Fund could be exposed to liability. The regulation of private secondary\nmarketplaces is also evolving. Additional state or federal regulation of these markets could result in limits on the operation of or activity\non those markets. Conversely, deregulation of these markets could make it easier for investors to invest directly in private companies\nand affect the attractiveness of the Fund as an access vehicle for investment in private shares. Private companies may also increasingly\nseek to limit secondary trading in their stock, through such methods as contractual transfer restrictions and employment policies. To\nthe extent that these or other developments result in reduced trading activity and/or availability of private company shares, the Fund’s\nability to find investment opportunities and to liquidate its investments could be adversely affected.

Due to transfer restrictions and the illiquid\nnature of the Fund’s investments, the Fund may not be able to purchase or sell its investments when it determines to do so.

The Fund’s investments are, and are expected\nto continue to be, primarily in equity securities (e.g., common and/or preferred stock, or equity-linked securities convertible\ninto such equity securities) of privately held companies. Such equity securities are typically subject to contractual transfer limitations,\nwhich may include prohibitions on transfer without the company’s consent. In order to complete a purchase of shares, the Fund may\nneed to, among other things, give the issuer or its stockholders a particular period of time, often 30 days, in which to exercise a veto\nright, or a right of first refusal over, the sale of such securities. The Fund may be unable to complete a purchase transaction if the\nsubject company or its stockholders chooses to exercise a veto right or right of first refusal. When the Fund completes an investment\n(or upon conversion of equity-linked securities), it generally becomes bound to the contractual transfer limitations imposed on the subject\ncompany’s stockholders as well as other contractual obligations, such as tag-along rights (i.e., rights of a company’s\nminority stockholders to participate in a sale of such company’s shares on the same terms and conditions as a company’s majority\nshareholder, if the majority stockholder sell its shares of the company). These obligations generally expire only upon an IPO by the subject\ncompany. As a result, prior to an IPO of a particular portfolio company, the Fund’s ability to liquidate such securities may be\nconstrained. Transfer restrictions could limit the Fund’s ability to liquidate its positions in these securities if it is unable\nto find buyers acceptable to its portfolio companies, or, where applicable, their stockholders. Such buyers may not be willing to purchase\nthe Fund’s investments at adequate prices or in volumes sufficient to liquidate its position, and even where they are willing, other\nstockholders could exercise their tag-along rights to participate in the sale, thereby reducing the number of shares sellable by the Fund.\nFurthermore, prospective buyers may be deterred from entering into purchase transactions with the Fund due to the delay and uncertainty\nthat these transfer and other limitations create.

The Fund intends to adhere to its primary\ninvestment strategy to “buy and hold” the portfolio company securities. However, although the Adviser believes\nalternative trading systems and other private secondary markets may offer an opportunity to liquidate the Fund’s private\ncompany investments, in the event the Fund needs to liquidate such securities prior to a portfolio company’s liquidity event (i.e.,\nIPO or merger or acquisition transaction), there can be no assurance that a trading market will develop for the securities that it\nliquidates or that the subject companies will permit their shares to be sold through such platforms.

Due to the illiquid nature of most of the Fund’s\ninvestments, the Fund may not be able to sell these securities at times when the Adviser deems it necessary to do so or at all. Due to\nthe difficulty of assessing the Fund’s NAV, the NAV for the Fund’s shares may not fully reflect the illiquidity of the Fund’s\nportfolio, which may change on a daily basis, depending on many factors, including the status of the alternative trading systems and other\nprivate secondary markets on which the Fund’s portfolio securities may trade and the Fund’s particular portfolio at any given\ntime.

-48-

The Fund may be subject to lock-up provisions or agreements\nthat could prohibit it from selling its investments for a specified period of time.

Even if some of the portfolio companies complete\nIPOs, the Fund will often be subject to lock-up provisions that prohibit it from selling its investments into the public market for specified\nperiods of time after an IPO, typically 180 days. As a result, the market price of securities that the Fund holds may decline substantially\nbefore it is able to sell these securities following an IPO.

There are significant potential risks associated\nwith investing in venture capital and private equity-backed companies with complex capital structures.

A primary feature of the Fund’s investment\nobjective is to invest in private late-stage growth companies, either through private secondary transactions or direct investments in\nsuch companies, and to hold such securities until a liquidity event with respect to such portfolio company occurs, such as an initial\npublic offering or a merger or acquisition transaction. Such private companies frequently have much more complex capital structures than\ntraditional publicly traded companies and may have multiple classes of equity securities with differing rights, including rights with\nrespect to voting and distributions. In addition, it is often difficult to obtain information with respect to private companies’\ncapital structures, and even where the Fund is able to obtain such information, there can be no assurance that it is complete or accurate.\nIn certain cases, such private companies may also have preferred stock or senior debt outstanding, which may heighten the risk of investing\nin the underlying equity of such private companies, particularly in circumstances when the Adviser has limited information with respect\nto such capital structures. Although the Adviser has experience evaluating and investing in private companies with such complex capital\nstructures, there can be no assurance that we will be able to adequately evaluate the relative risks and benefits of investing in a particular\nclass of a portfolio company’s equity securities. Any failure on our part to properly evaluate the relative rights and value of\na class of securities in which the Fund invests could cause the Fund to lose part or all of its investment, which in turn could have a\nmaterial and adverse effect on the Fund’s NAV and results of operations.

There are significant potential risks relating\nto holding portfolio company securities following an IPO.

The value of shares of a portfolio company following\nan IPO may and likely will fluctuate considerably more than during the private phase of their offering. Additionally, due to factors such\nas the absence of a prior public market, unseasoned trading, the small number of shares available for trading, and limited information\nabout a company’s business model, quality of management, earnings growth potential, and other criteria used to evaluate its investment\nprospects, the shares of portfolio companies following an IPO may experience high amounts of volatility generally. Investments in companies\nthat have recently sold securities through an IPO involve greater risks than investments in shares of companies that have traded publicly\non an exchange for extended periods of time. In addition, the market for IPO shares can be speculative and/or inactive for extended periods\nof time. The limited number of shares available for trading in some IPOs may make it more difficult for the Fund to sell significant amounts\nof shares without an unfavorable impact on prevailing prices. As a result, the market price of securities that the Fund holds may decline\nsubstantially before the Adviser is able to sell these securities following an IPO. In addition, issuers frequently impose lock-ups that\nprohibit sales of their shares for a period of time after an IPO.

There are risks relating to investing in\nother registered investment companies.

The Fund may invest in registered investment companies\nto obtain exposure to private, early stage, emerging growth companies. The risks of investing in a particular investment company will\ngenerally reflect the risks of the securities in which it invests and the investment techniques it employs. The Fund, as a holder of securities\nissued by investment companies, will bear its pro rata portion of such investment company’s operating expenses. These operating\nexpenses are in addition to the direct expenses of the Fund’s own operations, thereby increasing costs and/or potentially reducing\nreturns to investors.

There are risks relating to investing in\nETFs and ETPs.

ETFs are investment companies that typically are\nregistered under the 1940 Act as open-end funds. ETFs are actively traded on national securities exchanges and may track specific domestic\nand foreign market indices. Shares of an ETF may be bought and sold throughout the day at market prices, which may be higher or lower\nthan the shares’ NAV. Market prices of ETF shares will fluctuate, sometimes rapidly and materially, in response to various factors\nincluding changes in the ETF’s NAV, the value of ETF holdings, and supply of and demand for ETF shares. Although the creation/redemption\nfeature of ETFs generally makes it more likely that ETF shares will trade close to their NAV, market volatility, lack of an active trading\nmarket for ETF shares, disruptions at market participants (such as authorized participants or market makers), and any disruptions in the\nordinary functioning of the creation/redemption process may result in ETF shares trading significantly above (at a “premium”)\nor below (at a “discount”) their NAV. ETFs, like mutual funds, have expenses associated with their operation, including advisory\nfees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro\nrata portion of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying securities directly.\nAs with any exchange-listed security, ETF shares purchased in the secondary market are subject to customary brokerage charges. Certain\nETFs in which the Fund may invest may not be registered under the 1940 Act (such ETFs referred to herein as ETPs). Because ETPs are not\nregistered under the 1940 Act, they are not required to comply with the 1940 Act and holders of ETP shares are not afforded the protections\nof the 1940 Act. Additionally, ETPs are not eligible to be taxed as regulated investment companies.

-49-

Investments in Private Funds may involve\nsignificant risks.

To the extent the Fund invests in any Private\nFunds, such investments may involve significant risks. The Fund’s investments in Private Funds subject it to the risks associated\nwith direct ownership of the securities in which the underlying funds invest. Private Funds are also subject to operational risks, such\nas the Private Fund manager’s ability to maintain operations, including back-office functions, property management, accounting,\nadministration, risk management, valuation services, and reporting. The Fund may be required to indemnify certain of the Private Funds\nand/or their service providers from liability, damages, costs, or expenses. In addition, the Fund, as a holder of securities issued by\nthe Private Funds, will bear its pro rata portion of such Private Fund’s expenses. The fees we pay to invest in a Private Fund may\nbe higher than if the manager of the Private Fund managed our assets directly. Incentive fees charged by certain Private Funds may incentivize\nits manager to make investments that are riskier and/or more speculative than those it might have made in the absence of an incentive\nfee. These acquired fund fee expenses are in addition to the direct expenses of the Fund’s own operations, thereby increasing costs\nand/or potentially reducing returns to investors.

Private Funds are not registered as investment\ncompanies under the 1940 Act and, therefore, the Fund will not be afforded the protections of the 1940 Act with respect to its Private\nFund investments. For example, Private Funds may employ higher and/or more complex fee structures, may not have independent boards, may\nnot require stockholder approval of advisory contracts, may employ leverage higher than other investment vehicles such as mutual funds,\nmay engage in joint transactions with affiliates, and are not obligated to file financial reports with the SEC.

Although the Adviser will evaluate each Private\nFund and its manager to determine whether its investment programs are consistent with the Fund’s investment objective and whether\nthe Private Fund’s investment performance is satisfactory, the Adviser will not have any control over the investments made by a\nPrivate Fund. In addition, the Fund’s investments in Private Funds may be subject to investment lock-up periods, during which the\nFund may not be able to withdraw its investment. Even if the Fund’s investment in a Private Fund is not subject to lock-up, it will\ntake a significant amount of time to redeem or otherwise liquidate such a position. Such withdrawal limitations may also restrict the\nAdviser’s ability to reallocate or terminate investments in Private Funds that are poorly performing or have otherwise had adverse\nchanges. No market for the interests in a Private Fund exists or is expected to develop, and it may be difficult or impossible to transfer\nthe interests in such Private Fund, even in an emergency.

For information about the value of the Fund’s\ninvestment in Private Funds, the Adviser will be dependent on information provided by the Private Funds, including unaudited financial\nstatements, which, if inaccurate, could adversely affect the Adviser’s ability to accurately value the Fund’s Shares and to\nmanage the Fund’s investment portfolio in accordance with its investment objective. A Private Fund may not provide us audited financials,\nand, in the absence of such audited financials, we will not have an independent third party verifying financial reports. Moreover, the\nAdviser’s due diligence efforts may not necessarily detect fraud, malfeasance, inadequate back-office systems, or other flaws or\nproblems with respect to the underlying Private Fund managers. In purchasing a Private Fund interest, we entrust all aspects of the management\nof the Private Fund to its manager, and are subject to the risks inherent in relying on a third party manager. Stockholders have no individual\nright to receive information about the Private Funds or their managers, will not be stockholders in the Private Funds, and will have no\nrights with respect to or standing or recourse against the Private Funds, their managers, or any of their respective affiliates. Stockholders\nshould recognize that valuations of illiquid assets, including interests in Private Funds, involve various judgments and consideration\nof factors that may be subjective.

Each Private Fund will be subject to a variety\nof litigation risks. A Private Fund’s assets, including any investments made by the Private Fund and the portfolio companies held\nby the Private Fund, are available to satisfy all liabilities and other obligations of the Private Fund and we could find our interest\nin the Private Fund’s assets adversely affected by a liability arising out of an investment of the Private Fund.

-50-

Risks Related to Leverage

We may borrow money, which may magnify the\npotential for loss and may increase the risk of investing in us.

As part of our business strategy, we may borrow\nfrom and issue senior debt securities to banks, insurance companies and other lenders or investors. Holders of these senior securities\nwill have fixed-dollar claims on our assets that are superior to the claims of our stockholders. If the value of our assets decreases,\nleverage would cause our NAV to decline more sharply than it otherwise would have if we did not employ leverage. Similarly, any decrease\nin our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect\nour ability to make common stock dividend payments. Additionally, the costs of borrowing may exceed the income from the portfolio securities\npurchased with the borrowed money. A decline in net asset value of the Fund will result if the investment performance of the additional\nsecurities purchased fails to cover their cost to the Fund (including any interest paid on the money borrowed or dividend requirements\nof preferred stock).

Our ability to service any borrowings that we\nincur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures.\nMoreover, the Management Fee will be payable based on our average gross assets including assets purchased with borrowed amounts, if any,\nwhich may give our Adviser an incentive to use leverage to make additional investments. The amount of leverage that we employ will depend\non our Adviser’s and our Board’s assessment of market and other factors at the time of any proposed borrowing. We cannot assure\nyou that we will be able to obtain credit at all or on terms acceptable to us, which could affect our return on capital.

In addition to having fixed-dollar claims on our\nassets that are superior to the claims of our common stockholders, obligations to lenders may be secured by a first priority security\ninterest in our portfolio of investments and cash.

Regulations governing our operation as a\nregistered closed-end management investment company affect our ability to raise additional capital and the way in which we do so. The\nraising of debt capital may expose us to risks, including the typical risks associated with leverage.

We may in the future issue debt securities or\nadditional preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior\nsecurities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted, as a registered\nclosed-end management investment company, to issue senior securities provided we meet certain asset coverage ratios (i.e., 300%\nfor senior securities representing indebtedness and 200% in the case of the issuance of preferred stock). If the value of our assets declines,\nwe may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments and, depending on the\nnature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we\nuse to service our indebtedness would not be available for distributions to our stockholders. Furthermore, if we issue senior securities,\nwe will be exposed to typical risks associated with leverage, including an increased risk of loss. If we issue preferred stock, such stock\nwould rank “senior” to our shares of common stock, preferred stockholders would have separate voting rights on certain matters\nand have other rights, preferences and privileges more favorable than those of our stockholders, and we could be required to delay, defer\nor prevent a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in\nyour best interest.

We are not generally able to issue and sell our\ncommon stock at a price below the then current NAV per share (exclusive of any distributing commission or discount). We may, however,\nsell our common stock at a price below the then current NAV per share if the Board determines that such sale is in our best interests\nand a majority of our stockholders approves such sale. In addition, we may generally issue additional shares of common stock at a price\nbelow NAV in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances. If we raise\nadditional funds by issuing more common stock, then the percentage ownership of our stockholders at that time will decrease, and you may\nexperience dilution.

-51-

Risks Related to Our Securities and the Committed\nEquity Facility

It is not possible to predict the actual\nnumber of shares we will sell under the Purchase Agreement to Roth Principal Investments, or the actual gross proceeds resulting from\nthose sales. Further, we may not have access to the full amount available under the Purchase Agreement with Roth Principal Investments.

We entered into the Purchase Agreement with Roth\nPrincipal Investments, pursuant to which Roth Principal Investments has committed to purchase up to $2,000,000,000 of our common stock,\nsubject to certain limitations and conditions set forth in the Purchase Agreement. The shares of our common stock that may be issued under\nthe Purchase Agreement may be sold by us to Roth Principal Investments at our discretion from time to time over a 36-month period commencing\non the Commencement Date unless the Purchase Agreement is terminated earlier.

We generally have the right to control the timing\nand amount of any sales of our shares of common stock to Roth Principal Investments under the Purchase Agreement. Sales of our common\nstock, if any, to Roth Principal Investments under the Purchase Agreement will depend upon market conditions and other factors to be determined\nby us. We may ultimately decide to sell to Roth Principal Investments all, some or none of the shares of our common stock that may be\navailable for us to sell to Roth Principal Investments pursuant to the Purchase Agreement. Depending on market liquidity at the time,\nresales of those shares by Roth Principal Investments may cause the public trading price of our common stock to decrease.

Because the purchase price per share to be paid\nby Roth Principal Investments for the shares of common stock that we may elect to sell to Roth Principal Investments under the Purchase\nAgreement will fluctuate based on the market prices of our common stock, it is not possible for us to predict, as of the date of this\nprospectus and prior to any such sales, the number of shares of common stock that we will sell to Roth Principal Investments, the purchase\nprice per share that Roth Principal Investments will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross\nproceeds that we will receive from those purchases by Roth Principal Investments under the Purchase Agreement, if any.

Any issuance and sale by us under the Purchase\nAgreement of a substantial amount of shares of common stock in addition to the 14,100,000 shares of common stock being registered for\nresale by Roth Principal Investments could cause downward selling pressure on our common stock.

Our inability to access a portion or the full\namount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on\nour business.

-52-

The sale of the shares of common stock\nacquired by Roth Principal Investments (or issued pursuant to other offerings, including any future \"at-the-market\" offering\nprogram, which would permit us to sell shares of our common stock from time to time into the existing trading market at prevailing market\nprices), or the perception that such sales may occur, could cause the price of our common stock to fall.

The purchase price for the shares that we may\nsell to Roth Principal Investments under the Purchase Agreement will fluctuate based on the price of our common stock. Depending on market\nliquidity at the time, sales of such shares or any other sales of our common stock may cause the trading price of our common stock to\nfall.

If and when we do sell shares to Roth Principal\nInvestments, after Roth Principal Investments has acquired the shares, Roth Principal Investments may resell all, some, or none of those\nshares at any time or from time to time in its discretion. Therefore, sales to Roth Principal Investments by us could result in substantial\ndilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common\nstock to Roth Principal Investments, or the anticipation of such sales, could make it more difficult for us to sell equity securities\nin the future at a time and at a price that we might otherwise wish to effect sales.

An at-the-market offering program would permit\nus to sell shares of our common stock from time to time into the existing trading market at prevailing market prices.

Investors who buy shares at different times\nwill likely pay different prices.

Pursuant to the Purchase Agreement, we will have\ndiscretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Roth Principal Investments. If and when\nwe do elect to sell shares of our common stock to Roth Principal Investments pursuant to the Purchase Agreement, after Roth Principal\nInvestments has acquired such shares, Roth Principal Investments may resell all, some or none of such shares at any time or from time\nto time in its discretion and at different prices. As a result, investors who purchase shares from Roth Principal Investments in this\noffering at different times will likely pay different prices for those shares, and have different outcomes in their investment results.\nInvestors may experience a decline in the value of the shares they purchase from Roth Principal Investments in this offering as a result\nof future sales made by us to Roth Principal Investments at prices lower than the prices such investors paid for their shares in this\noffering. In addition, if we sell a substantial number of shares to Roth Principal Investments under the Purchase Agreement, or if investors\nexpect that we will do so, the actual sales of shares or the mere existence of our arrangement with Roth Principal Investments may make\nit more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish\nto effect such sales.

Risks Related to the Listing of Our Shares

Common stock of closed-end management investment\ncompanies has in the past frequently traded at discounts to their NAVs, and we cannot assure you that the market price of our shares will\nnot decline below our NAV per share.

Common stock of closed-end management investment\ncompanies has in the past frequently traded at discounts to their respective NAVs and our common stock may also be discounted in the market.\nThis characteristic of closed-end management investment companies is separate and distinct from the risk that our NAV per share may decline.\nWe cannot predict whether shares of our common stock will trade above, at or below our NAV per share. In addition, if our common stock\ntrades below our NAV per share, we will generally not be able to sell additional common stock to the public at market price except (1)\nin connection with a rights offering to our existing stockholders, (2) with the consent of the majority of our common stockholders, (3)\nupon the conversion of a convertible security in accordance with its terms or (4) under such circumstances as the SEC may permit.

-53-

Our common stock has traded at a premium\nto net asset value; however, we cannot assure that this will occur after any offering.

Our common stock has traded at a premium to\nnet asset value; however, we cannot assure that this will occur after any offering or that the common stock will not trade at a discount\nin the future. Our issuance of additional common stock may have an adverse effect on prices in the secondary market for our common stock\nby increasing the number of shares of common stock available, which may create downward pressure on the market price for our common stock.\nIt is not possible to predict whether the securities offered hereby will trade at, above, or below net asset value.

The launch of other funds and products\noffering exposure to robotics and embodied AI companies could reduce demand for our common stock.

Other registered funds, business development\ncompanies, interval and tender offer funds, exchange-traded funds, private vehicles and other products have been, and may in the future\nbe, formed to invest in the same types of private and public companies we target, including some of our portfolio companies. Some of\nthese competitors may offer lower fees, greater liquidity, daily pricing or larger positions in particular companies. As more of these\nproducts become available, investors seeking this exposure may allocate less capital to our common stock, which could reduce trading\nvolume, narrow or eliminate any premium to NAV at which our common stock trades, cause our common stock to trade at a discount, and make\nit more difficult or more expensive for us to raise capital.

Our direct listing differed significantly\nfrom listings arising from an underwritten initial public offering.

Prior to the opening of trading of our shares\nof common stock on the Exchange, there was no book-building process and no price at which underwriters initially sold shares to the public\nto help inform efficient and sufficient price discovery with respect to the opening trades on the Exchange. The direct listing of our\nshares of common stock on the Exchange differed from the listing of shares arising from an underwritten initial public offering in several\nsignificant ways, which include, but are not limited to, the following:

\n\n

●

There were no underwriters.\nUnlike in a traditional underwritten offering, our registration statement did not include the registration of additional shares that\nmay be used at the option of the underwriters in connection with overallotment activity. Moreover, we did not engage in, and have not\nand will not, directly or indirectly, engage in any special selling efforts or stabilization or price support activities in connection\nwith any sales made pursuant to this registration statement. In an underwritten initial public offering, the underwriters may engage\nin “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional shares.\nTo close a covered short position, the underwriters purchase shares in the open market or exercise the underwriters’ option to\npurchase additional shares. In determining the source of shares to close the covered short position, the underwriters typically consider,\namong other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase\nshares through the underwriters’ option to purchase additional shares. Purchases in the open market to cover short positions, as\nwell as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the trading\nprice of shares of common stock following the underwritten offering.

\n\n

●

There was not a fixed or\ndetermined number of shares of common stock available for sale in connection with the registration and the listing of our shares of common\nstock. Therefore, there can be no assurance that the Selling Stockholders or other existing stockholders that may seek to sell their\nshares pursuant to Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”) will sell any of their shares\nof common stock, and there may be a lack of supply of, or demand for, shares of our common stock on the Exchange. Alternatively, the\nSelling Stockholders or existing stockholders may choose to sell a large number of shares of common stock in the near term, resulting\nin potential oversupply of our common stock, which could adversely impact the trading price of our common stock.

\n\n

●

We did not conduct a traditional\n“roadshow” with underwriters or host an “investor day” prior to the opening of trading of our common stock on\nthe Exchange. Unlike firm commitment underwritten offerings, we did not conduct a traditional roadshow to potential investors, and\nunlike other direct listings of shares, we did not host an “investor day” or engage in investor education meetings that may\nhave aided in determining the appropriate price at which our shares were initially offered on the Exchange. We instead relied on one\nor more designated market makers to determine the appropriate price at which our shares initially traded.

Such differences from an underwritten initial\npublic offering may contribute to a volatile trading price for our common stock and uncertain trading volume, which may adversely affect\nyour ability to sell any shares of common stock that you may purchase.

-54-

The public price of our shares of common\nstock may have little or no relationship to the historical sales prices of our shares of common stock.

Prior to listing on the Exchange, there was no\npublic market for our shares of common stock. With the exception of shares issued to initial seed investors in connection with the formation\nof the Fund, all shares issued by the Fund were issued in a private offering pursuant to Regulation D under the Securities Act at a price\nof $10.00 per share. The private offering price did not reflect, and should not be considered an indication of, the value of our common\nstock or the price at which our common stock trades on the Exchange. Historical sale prices for our common stock, or our other securities,\nmay have little or no relation to the public price of our shares of common stock on the Exchange or to broader market demand for our shares\nof common stock. As a result, you should not place undue reliance on these historical sales prices as they may differ materially from\nthe market prices at which our shares of common stock have traded and may trade in the future on the Exchange.

Direct listings by closed-end management\ninvestment companies are infrequent, which could contribute to a volatile trading price and uncertain trading volume for our common stock.

We are organized as a non-diversified closed-end\nmanagement investment company that is registered under the 1940 Act. As discussed above, the direct listing of our shares of common stock\non the Exchange reflects a novel approach to the listing process, differs from the listing of shares arising from an underwritten initial\npublic offering in several significant ways, and subjects our investors to a number of significant risks and uncertainties. We believe\ndirect listings continue to be a relatively infrequent approach to listing securities on a national exchange, and that direct listings\nby closed end management companies are conducted even less frequently. The low frequency of direct listings for closed-end management\ncompanies indicates there may be limited opportunities for investors to compare an investment in our common stock to an investment in\nanother closed-end management company, which may limit interest in our common stock or create the perception that there is greater risk\nassociated with an investment in our common stock. This dynamic may exacerbate the risks associated with a direct listing, which could\nresult in greater volatility in the trading price for and uncertainty in the trading volume of our common stock.

Investors in our common stock may be unable\nto bring claims under Sections 11 and 12(a)(2) of the Securities Act due to the requirement to trace shares to the applicable registration\nstatement, which may limit the remedies available to investors acquiring shares in a direct listing and adversely impact the market price\nof our common stock.

In a traditional underwritten initial public offering,\ninvestors can generally trace their shares to the registration statement, enabling them to bring claims under Sections 11 and 12(a)(2)\nof the Securities Act for material misstatements or omissions. However, in a direct listing such as the one we undertook, which did not\ninvolve a firm commitment underwriting, where both registered and unregistered shares may be sold into the public market on the first\nday of trading, investors may be unable to establish that their shares were offered and sold pursuant to the registration statement. As\na result, liability under Section 11 (and potentially Section 12(a)(2)) may be unavailable to some investors, even in the event of a material\nmisstatement or omission in the registration statement.

In June 2023, the U.S. Supreme Court held that\nstockholders asserting Section 11 claims must plead and prove that their shares are traceable to the allegedly defective registration\nstatement. The U.S. Court of Appeals for the Ninth Circuit confirmed that the tracing requirement applies in the context of direct listings,\nand that tracing shares to a registration statement is particularly difficult where registered and unregistered shares begin trading at\nthe same time. While the scope of Section 12(a)(2) liability remains unresolved, courts may impose similar traceability requirements to\nthese claims, which would limit liability under that section as well.

Accordingly, if investors purchase our\ncommon stock in the open market, they may not be able to assert claims under Section 11 (and potentially Section 12(a)(2)) of the\nSecurities Act for any material misstatements or omissions in this prospectus or the registration statement of which this prospectus\nforms a part. Because our potential liability under the Securities Act may be reduced as compared to a traditional initial public\noffering, investors may face greater risk in a direct listing with respect to inaccurate or incomplete disclosures. In addition to\nreducing the potential remedies available to investors and limiting recovery in the event of a violation of the federal securities\nlaws, these dynamics may adversely impact the market price of our common stock.

-55-

Our stock price may be volatile, and could\ndecline significantly and rapidly.

The listing of our common stock and the registration\nof the Selling Stockholders’ shares of common stock is a novel process that is not an underwritten initial public offering.

If the trading price of our common stock is above\nthe level that investors determine is reasonable for our common stock, some investors may attempt to short our common stock, which would\ncreate additional downward pressure on the trading price of our common stock.

The trading price of our common stock also could\nbe subject to wide fluctuations in response to numerous factors in addition to the ones described in the preceding risk factors, many\nof which are beyond our control, including:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	actual or anticipated fluctuations in our financial condition, results of operations, or operating metrics and those of our competitors;

	●	the number of shares of our common stock made available for trading;

	●	failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or variance in our financial performance from expectations of securities analysts;

	●	changes in our projected operating and financial results;

	●	future sales of our common stock by us or our stockholders;

	●	changes in our Board, senior management, or key personnel;

	●	the trading volume of our common stock;

	●	general economic and market conditions; and

	●	other events or factors, including those resulting from war, incidents of terrorism, pandemics, elections, or responses to these events.

An active, liquid, and orderly market for\nour common stock may not be sustained. You may be unable to sell your shares of common stock at or above the price at which you purchased\nthem.

Prior to listing on the Exchange, there was\nno public market for our common stock. Moreover, consistent with Regulation M and other federal securities laws applicable to our\nlisting, the Selling Stockholders have no specific plans to sell shares in the public market, and we have not discussed with\npotential investors their intentions to buy our common stock in the open market. While our common stock may be sold on the Exchange\nby the Selling Stockholders pursuant to this Prospectus or by our other existing stockholders in accordance with Rule 144 of the\nSecurities Act, unlike an underwritten initial public offering, there can be no assurance that the Selling Stockholders or other\nexisting stockholders will sell any of their shares of common stock, and there may be a lack of supply of, or demand for, common\nstock on the Exchange. Conversely, there can be no assurance that the Selling Stockholders and other existing stockholders will not\nsell all of their shares of common stock, resulting in an oversupply of our common stock on the Exchange. In the case of a lack of\nsupply of our common stock, the trading price of our common stock may rise to an unsustainable level. Further, institutional\ninvestors may be discouraged from purchasing our common stock if they are unable to purchase a block of our common stock in the open\nmarket in a sufficient size for their investment objectives due to a potential unwillingness of our existing stockholders to sell a\nsufficient amount of common stock at the price offered by such institutional investors and the greater influence individual\ninvestors have in setting the trading price. If institutional investors are unable to purchase our common stock in a sufficient\namount for their investment objectives, the market for our common stock may be more volatile without the influence of long-term\ninstitutional investors holding significant amounts of our common stock. In the case of a lack of demand for our common stock, the\ntrading price of our common stock could decline significantly and rapidly. Therefore, an active, liquid, and orderly trading market\nfor our common stock may not be sustained, which could significantly depress the trading price of our common stock and/or result in\nsignificant volatility, which could affect your ability to sell your shares of common stock.

-56-

MANAGEMENT OF THE FUND

The Board of Directors

The Board has overall responsibility for monitoring\nthe Fund’s investment program and its management and operations. At least a majority of the Board is comprised of persons who are\nnot “interested persons” of the Fund or the Adviser (as such term is defined in Section 2(a)(19) of the 1940 Act, each, an\n“Independent Director” and, collectively, the “Independent Directors”). Any vacancy on the Board may be filled\nby the remaining Directors, except to the extent the 1940 Act requires the election of Directors by stockholders. Subject to the provisions\nof Maryland law, the Directors will have all powers necessary and convenient to carry out this responsibility. The name and business address\nof the Directors and officers of the Fund and their principal occupations and other affiliations during the past five years, as well as\na description of committees of the Board, are set forth under “Management” in the Statement of Additional Information (“SAI”).

The Investment Adviser

The Adviser was formed on June 16, 2025 as a limited\nliability company under the laws of Puerto Rico and is a registered investment adviser. The principal address of the Adviser is 151 Calle\nde San Francisco, Suite 200, San Juan, Puerto Rico 00901, and its phone number is (787) 722-6881. The Adviser is owned and controlled\nby its voting members, Andrew Kang and Marc Weinstein.

The Adviser serves as investment adviser to the\nFund pursuant to the Advisory Agreement. Under the Advisory Agreement, the Adviser will provide investment advice to, and manage the day-to-day\nbusiness and affairs of the Fund, in each case under the ultimate supervision of, and subject to any policies established by the Board.

Pursuant to the Advisory Agreement, the Adviser\nwill be responsible, subject to the supervision of the Board, for formulating a continuing investment program for the Fund. The Advisory\nAgreement has an initial two-year term and thereafter will continue in effect from year to year if its continuance is approved annually\nby the Board. The Advisory Agreement is terminable without penalty on 60 days’ prior written notice by the Board or by the Adviser.

In consideration of the management and administrative\nservices provided by the Adviser to the Fund, the Fund pays on a monthly basis, out of its assets, the Management Fee at the annual rate\nof 2.5% of the Fund’s average value of the Fund’s gross assets (including assets purchased with borrowed amounts) at the end\nof the two most recently completed calendar months.

The Advisory Agreement provides that, in the absence\nof willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations to the Fund, the Adviser and any director,\nofficer, member or employee thereof, or any of their affiliates, executors, heirs, assigns, successors or other legal representatives,\nwill not be liable to the Fund, for any error of judgment, for any mistake of law or for any act or omission by such person in connection\nwith the performance of services under the Advisory Agreement. The Advisory Agreement also provides for indemnification, to the fullest\nextent permitted by law, by the Fund of the Adviser, or any director, member, officer or employee thereof, and any of their affiliates,\nexecutors, heirs, assigns, successors or other legal representatives, against any liability or expense to which such person may be liable\nwhich arises in connection with the performance of services to the Fund, as the case may be, provided that the liability or expense is\nnot incurred by reason of the person’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations\nto the Fund.

A discussion regarding the Board’s basis\nfor approving the Advisory Agreement is included in the Fund’s first semi-annual report to shareholders for the fiscal period ended\nFebruary 28, 2026.

During the fiscal year ended August 31, 2026,\nthe Adviser earned $4,226,372 in advisory fees.

Portfolio Managers

The portfolio managers who are primarily responsible\nfor the day-to-day management of our portfolio are as follows:

Andrew Kang has served as a portfolio\nmanager of the Fund since its inception. Mr. Kang is a respected investor and entrepreneur known for his analytical rigor and deep expertise\nin digital asset markets. Mr. Kang founded Mechanism Capital in 2020. As the Founding Partner of Mechanism Capital, he has played a pivotal\nrole in identifying and supporting early-stage blockchain ventures and DeFi protocols.

In recent years, Mr. Kang has expanded Mechanism’s\nmandate into frontier technologies, leading investments across AI, robotics, longevity, and advanced energy systems. He was an early\ninvestor in Figure AI and Apptronik, two of the world’s leading humanoid robotics companies.

Mr. Kang’s background in structured finance\nand derivatives informs his data-driven approach to financial due diligence, consistently guiding sound investment decisions that are\nat the cutting edge of technology. His commitment to transparent research and high-conviction investing continues to influence both emerging\nprojects and established institutions across the digital finance and deep tech ecosystems. He holds a degree from Emory University.

Marc Weinstein has served as a portfolio\nmanager of the Fund since its inception. Mr. Weinstein is a seasoned finance professional and investor with a proven track record across\ncapital markets and early-stage ventures. He started his career in investment banking at Jefferies and Morgan Stanley, then became an\nentrepreneur with his first company, TINCO. TINCO was built to protect investors from the inflationary impact of quantitative easing.

-57-

After TINCO, Mr. Weinstein built and sold\n90sFest, a leading business in the live entertainment industry. In 2017, after selling 90sFest, Mr. Weinstein joined the digital assets\nindustry full time as Principal at Wave Financial, one of the first registered investment advisors focused on digital assets. He led\nWave’s venture capital business leading investments into dozens of protocols like NEAR and Securitize.

In 2020, Mr. Weinstein joined Mechanism Capital\nas a General Partner where he leads the venture investment team. For the last five years, Mr. Weinstein has also been an active angel\ninvestor in deep tech sectors-including robotics, AI, longevity, and national defense. He has led investments into nearly two hundred\nportfolio companies since his start as a venture capital investor. Mr. Weinstein graduated from Wharton with a BSc in Economics in 2010.

The SAI provides additional information about\nour portfolio managers’ compensation, other accounts managed and ownership of our shares.

License Agreement

We entered into a license agreement (the “License\nAgreement”) with the Adviser, pursuant to which the Adviser has granted us a non-exclusive license to use the name “RoboStrategy.”\nUnder the License Agreement, we will have a right to use the “RoboStrategy” name for so long as the Adviser or one of its\naffiliates remains our investment adviser. Other than with respect to this limited license, we have no legal right to the “RoboStrategy”\nname.

Administrator

U.S. Bancorp Fund Services, LLC doing business\nas U.S. Bancorp Global Fund Services, LLC (the “Administrator”) with offices located at 777 East Wisconsin Avenue, 4th Floor,\nMilwaukee, WI 53212, serves as administrator and accounting agent for the Fund. For its services, the Administrator is paid a fee based\nupon a percentage of the average net assets of the Fund, subject to a minimum annual fee, as well as certain fixed fees and expenses.

Custodian, Transfer Agent and Dividend Paying\nAgent

Our securities are held by U.S. Bank National\nAssociation pursuant to a custodian agreement. The principal business address of U.S. Bank National Association is 5065 Wooster Road,\nCincinnati, Ohio 45226. Computershare Trust Company, N.A. serves as our transfer agent, distribution paying agent and registrar. The principal\nbusiness address of Computershare Trust Company, N.A. is 150 Royall Street, Canton, Massachusetts 02021.

FUND EXPENSES

The Adviser bears all of its own costs incurred\nin providing investment advisory services to the Fund. As described below, however, the Fund bears all other expenses incurred in the\nbusiness and operation of the Fund, including:

\n \n \n \n

(i)	any non-investment related interest expense;

\n \n \n \n

(ii)	calculating the Fund’s net asset value and expenses incurred by the Adviser or any sub-adviser in conjunction with the valuation services (including the cost and expenses of any third-party valuation firms) requested by the Adviser or the Fund;

\n \n \n \n

(iii)

all expenses related to its investment program, including, but not limited to, expenses borne indirectly through the Fund’s investments in subsidiaries or SPVs, all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, such as direct and indirect expenses associated with the Fund’s investments, including its investments in subsidiaries or SPVs (whether or not consummated), and enforcing the Fund’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees;

\n \n \n \n

(iv)	the organization of the Fund, including the organization of any feeder fund;

\n \n \n \n

(v)

direct and indirect expenses incurred by the Adviser or members of its investment teams or payable to third parties in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights, including (a) travel, entertainment, lodging and meal expenses, (b) origination fees, syndication fees, research costs, due diligence costs, and bank service fees and (c) fees and expenses related to the organization or maintenance of any intermediate entity used to acquire, hold or dispose of any portfolio company or otherwise facilitating the Fund’s investment activities;

-58-

\n \n \n \n

(vi)

fees and expenses incurred by the Adviser (and its affiliates) payable to third parties, including agents, consultants or other advisers, in monitoring financial and legal affairs for the Fund and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Fund’s investments and monitoring investments and portfolio companies on an ongoing basis;

\n \n \n \n

(vii)

any and all fees, costs and expenses incurred in connection with the Fund’s incurrence of leverage or other indebtedness, including, but not limited to, borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Fund’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Fund’s account and in making, carrying, funding and/or otherwise resolving investment guarantees);

\n \n \n \n

(viii)

offerings, sales, and repurchases of the shares and other securities;

\n \n \n \n

(ix)	fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any;

\n \n \n \n

(x)	all costs of registration and listing of the Fund’s shares\n on any securities exchange;

\n \n \n \n

(xi)	fees and expenses payable under the Advisory Agreement;

\n \n \n \n

(xii)

administration fees and expenses, if any, payable under an administration agreement;

\n \n \n \n

(xiii)

the Fund’s allocable portion of the compensation of the Fund’s chief financial officer, treasurer, chief compliance officer, and their respective staffs;

\n \n \n \n

(xiv)

costs incurred in connection with investor relations and Board relations;

\n \n \n \n

(xv)	any applicable administrative agent fees or loan arranging fees incurred with respect to the Fund’s portfolio investments by the Adviser, the Fund’s administrator, or any of their affiliates;

\n \n \n \n

(xvi)

any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Fund’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including without limitation, consultant, software licensing, data management and recovery service fees and expenses);

\n \n \n \n

(xvii)

transfer agent, dividend agent and custodial fees and expenses;

\n \n \n \n

(xviii)

federal and state registration fees, including notice filing fees;

\n \n \n \n

(xix)

U.S. federal, state and local taxes;

\n \n \n \n

(xx)	fees and expenses of Independent Directors including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the Independent Directors;

\n \n \n \n

(xxi)

costs of preparing and filing reports or other documents required by the SEC, Financial Industry Regulatory Authority, Inc., U.S. Commodity Futures Trading Commission, or other regulators and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities and/or other regulatory filings, notices or disclosures of the Adviser, any sub-adviser and their respective affiliates relating to the Fund and its activities;

\n \n \n \n

(xxii)

costs of any reports, proxy statements, or other notices to shareholders, including printing costs;

\n \n \n \n

(xxiii)

fidelity bond, directors and officers/errors and omissions liability insurance and any other insurance premiums;

\n \n \n \n

(xxiv)

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs;

\n \n \n \n

(xxv)

proxy voting expenses;

\n \n \n \n

(xxvi)

all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Fund, including in connection with the distribution reinvestment plan or the share repurchase program;

\n \n \n \n

(xxvii)

costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;

\n \n \n \n

(xxviii)

to the extent permitted by the 1940 Act or any exemptive relief obtained thereunder, allocable fees and expenses associated with marketing efforts on behalf of the Fund; and

\n \n \n \n

(xxix)

any extraordinary expenses, or those expenses incurred by the Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses and expenses in connection with holding and/or soliciting proxies for a meeting of the Fund’s shareholders, including indemnification expenses as provided for in the Fund’s organizational documents.

-59-

Except as set forth above, during the term of\nthe Advisory Agreement, the Adviser shall bear all compensation expenses (including health insurance, pension benefits, payroll taxes\nand other compensation-related matters) of its employees and shall bear the costs of any salaries of any officers or Directors of the\nFund who are affiliated persons (as defined in the 1940 Act) of the Adviser.

The Fund reimburses the Adviser for any of the\nabove expenses that the Adviser pays on behalf of the Fund.

CONTROL PERSONS

A control person is one who owns, either directly\nor indirectly, more than 25% of the voting securities of a company or acknowledges the existence of control. As of September 29, 2026,\nAndrew Kang beneficially owned 40.31% of the voting securities of the Fund, and is considered a control person of the Fund.

DESCRIPTION OF SHARES

The following description is based on relevant\nportions of the Maryland General Corporation Law (the “MGCL”) and on the Fund’s charter (the “Charter”)\nand bylaws (the “Bylaws”). This summary may not contain all of the information that is important to a shareholder. Please\nrefer to the Charter and Bylaws for a more detailed description of the provisions summarized below.

General

Under the terms of the Charter, the Fund’s\nauthorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share, and no shares of preferred stock.\nThere are no outstanding options or warrants to purchase the Fund’s stock. Under Maryland law, the Fund’s shareholders generally\nare not personally liable for the Fund’s debts or obligations. Under the Fund’s Charter, the Board is authorized to classify\nand reclassify any unissued shares of stock into other classes or series of stock and authorize the issuance of the shares of stock without\nobtaining shareholder approval. As permitted by the MGCL, the Fund’s Charter provides that the Board, without any action by our\nshareholders, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of\nshares of stock of any class or series that we have authority to issue.

The following presents our outstanding classes\nof securities as of September 29, 2026:

Title of Class	Amount Authorized	Amount Held by Us or for Our Account	Amount Outstanding Exclusive of Amount Held by Us or for Our Account
Common Stock	500,000,000	0	24,486,741

Common Stock

All Shares of the Fund’s common stock\nwill have equal rights as to earnings, assets, voting, and distributions and other distributions and, when they are issued, will be\nduly authorized, validly issued, fully paid and nonassessable. Distributions may be paid to the holders of the Fund’s common\nstock if, as and when authorized by the Board and declared by the Fund out of funds legally available therefor. Shares of the\nFund’s common stock have no preemptive, exchange, conversion or redemption rights and are freely transferable, except where\ntheir transfer is restricted by federal and state securities laws or by contract. In the event of the Fund’s liquidation,\ndissolution or winding up, each Share of the Fund’s common stock would be entitled to share ratably in all of the Fund’s\nassets that are legally available for distribution after the Fund pays all debts and other liabilities and subject to any\npreferential rights of holders of the Fund’s preferred stock, if any preferred stock is outstanding at such time. Each Share\nof the Fund’s common stock is entitled to one vote on all matters submitted to a vote of shareholders, including the election\nof directors. Except as provided with respect to any other class or series of stock, the holders of the Fund’s common stock\npossess exclusive voting power.

The Fund may seek to establish an at-the-market\noffering program in the future, subject to applicable legal and regulatory requirements. An at-the-market offering program would permit\nthe Fund to sell shares of its common stock from time to time into the existing trading market at prevailing market prices.

-60-

Preferred Stock

The Charter authorizes the Board to classify\nand reclassify any unissued shares of stock into other classes or series of stock, including preferred stock. The cost of any such reclassification\nwould be borne by the Fund’s existing common stockholders. Prior to issuance of shares of each class or series, the Board is required\nby Maryland law and by the Charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations\nas to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the Board\ncould authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring\nor preventing a transaction or a change in control that might involve a premium price for holders of the Fund’s common stock or\notherwise be in their best interest. The Fund believes that the availability for issuance of preferred stock will provide it with increased\nflexibility in structuring future financings and acquisitions. However, it does not currently have any plans to issue preferred stock.

Limitation on Liability of Directors and Officers;\nIndemnification and Advance of Expenses

Maryland law permits a Maryland corporation to\ninclude in its charter a provision limiting the liability of its directors and officers to the corporation and its shareholders for money\ndamages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b)\nactive and deliberate dishonesty established by a final judgment as being material to the cause of action. The Fund’s Charter contains\nsuch a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

The Fund’s Charter authorizes it, to the\nmaximum extent permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while serving\nas its director or officer and at the Fund’s request, serves or has served another corporation, real estate investment trust, partnership,\njoint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim\nor liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity\nand to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The Fund’s Bylaws obligate it,\nto the maximum extent permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while serving\nas the Fund’s director or officer and at its request, serves or has served another corporation, real estate investment trust, partnership,\njoint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or threatened\nto be made, a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which\nthat person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse\nhis or her reasonable expenses in advance of final disposition of a proceeding. The Fund’s Bylaws also provide that, to the maximum\nextent permitted by Maryland law, with the approval of the Board and provided that certain conditions described in the Bylaws are met,\nit may pay certain expenses incurred by any such indemnified person in advance of the final disposition of a proceeding upon receipt of\nan undertaking by or on behalf of such indemnified person to repay amounts the Fund has so paid if it is ultimately determined that indemnification\nof such expenses is not authorized under the Bylaws.

Maryland law requires a corporation (unless\nits charter provides otherwise, which the Fund’s Charter does not) to indemnify a director or officer who has been successful,\non the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason\nof his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and\nofficers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in\nconnection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or\nother capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving\nrise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the\ndirector or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal\nproceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland\nlaw, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a\njudgment of liability on the basis that a personal benefit was improperly received unless, in either, case a court orders\nindemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a\ndirector or officer in advance of final disposition of a proceeding upon the corporation’s receipt of (a) a written\naffirmation by the director or officer of his or her good-faith belief that he or she has met the standard of conduct necessary for\nindemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or\nreimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Fund’s insurance policy does not currently\nprovide coverage for claims, liabilities and expenses that may arise out of activities that its present or former directors or officers\nhave performed for another entity at the Fund’s request. There is no assurance that such entities will in fact carry such insurance.\nHowever, the Fund does not expect to request its present or former directors or officers to serve other entities as directors, officers,\npartners or trustees unless the Fund can obtain insurance providing coverage for such persons for any claims, liabilities or expenses\nthat may arise out of their activities while serving in such capacities.

-61-

Certain Provisions of the MGCL and Our Charter\nand Bylaws; Anti-Takeover Measures

The MGCL and the Fund’s Charter and Bylaws\ncontain provisions that could make it more difficult for a potential acquirer to acquire the Fund by means of a tender offer, proxy contest\nor otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage\npersons seeking to acquire control of the Fund to negotiate first with the Board. These measures may delay, defer or prevent a transaction\nor a change in control that might otherwise be in the best interests of the Fund’s shareholders. These provisions could have the\neffect of depriving shareholders of an opportunity to sell their Shares at a premium over prevailing market prices by discouraging a third\nparty from seeking to obtain control over the Fund. Such attempts could have the effect of increasing the Fund’s expenses and disrupting\nits normal operations. The Fund believes that the benefits of these provisions outweigh the potential disadvantages of discouraging any\nsuch acquisition proposals because, among other things, the negotiation of such proposals may improve their terms. The Board has considered\nthese provisions and has determined that the provisions are in the best interests of the Fund and its shareholders generally.

Classified Board of Directors

The Board intends to structure itself to be divided\ninto three classes of directors serving staggered three-year terms. Directors of each class are elected to serve for three-year terms\nand until their successors are duly elected and qualify, and each year, one class of directors is elected by the shareholders. A classified\nboard may render a change in control of the Fund or removal of its incumbent management more difficult. The Fund believes, however, that\nthe longer time required to elect a majority of a classified Board will help to ensure the continuity and stability of its management\nand policies.

Election of Directors

The Bylaws provide that, subject to the special\nrights of the holders of any class or series of preferred stock to elect directors, each director is elected by a plurality of the votes\ncast with respect to such director’s election. There is no cumulative voting in the election of directors. Pursuant to the Fund’s\nCharter, the Board may amend the Bylaws to alter the vote required to elect directors.

Number of Directors; Vacancies; Removal

The Fund’s Charter provides that the number\nof directors will be set by the Board in accordance with the Bylaws. The Bylaws provide that a majority of the entire Board may at any\ntime increase or decrease the number of directors, provided however, that the number of directors may never be less than the minimum number\nrequired by the MGCL nor more than nine. The Bylaws provide that, except as may be provided by the Board in setting the terms of any class\nor series of preferred stock, any and all vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining\ndirectors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve\nfor the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.

Our Charter provides that a Director may be removed\nonly for cause, as defined in our Charter, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast\nin the election of Directors.

Action by Shareholders

Under the MGCL, shareholder action can be taken\nonly at an annual or special meeting of shareholders or by unanimous written consent in lieu of a meeting (unless the charter provides\nfor shareholder action by less than unanimous written consent). These provisions, combined with the requirements of the Bylaws regarding\nthe calling of a shareholder-requested special meeting of shareholders discussed below, may have the effect of delaying consideration\nof a shareholder proposal indefinitely.

The presence in person or by proxy of the holders\nof one-third of the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of stockholders, except\nwith respect to any such matter that, under applicable statutes or regulatory requirements or the Charter, requires approval by a separate\nvote of one or more classes or series of stock, in which case the presence in person or by proxy of the holders of shares entitled to\ncast a majority of the votes entitled to be cast by such classes or series on such a matter shall constitute a quorum.

-62-

Advance Notice Provisions for Shareholder\nNominations and Shareholder Proposals

The Fund’s Bylaws provide that with respect\nto an annual meeting of shareholders, nominations of persons for election to the Board and the proposal of business to be considered by\nshareholders may be made only (1) pursuant to the Fund’s notice of the meeting, (2) by the Board or (3) by a shareholder who is\nentitled to vote at the meeting, who has complied with the advance notice procedures of the Bylaws and who is a shareholder of record\nat the time of the annual meeting and at the time of giving notice pursuant to the advance notice procedures of the Bylaws. With respect\nto special meetings of shareholders, only the business specified in the Fund’s notice of the meeting may be brought before the meeting.\nNominations of persons for election to the Board at a special meeting may be made only (1) pursuant to our notice of the meeting, (2)\nby the Board or (3) provided that the Board has determined that directors will be elected at the meeting, by a shareholder who is entitled\nto vote at the meeting, who has complied with the advance notice provisions of the Bylaws and who is a shareholder of record at the time\nof the special meeting and at the time of giving notice pursuant to the advance notice procedures of the Bylaws.

The purpose of requiring shareholders to give\nthe Fund advance notice of nominations and other business is to afford the Board a meaningful opportunity to consider the qualifications\nof the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by the Board,\nto inform shareholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure\nfor conducting meetings of shareholders. Although the Bylaws do not give the Board any power to disapprove shareholder nominations for\nthe election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election\nof directors or the consideration of shareholder proposals if proper procedures are not followed and of discouraging or deterring a third-party\nfrom conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether\nconsideration of such nominees or proposals might be harmful or beneficial to the Fund and its shareholders.

Calling of Special Meetings of Shareholders

The Fund’s Bylaws provide that special meetings\nof shareholders may be called by the Board and certain of the Fund’s officers. Additionally, the Bylaws provide that, subject to\nthe satisfaction of certain procedural and informational requirements by the shareholders requesting the meeting, a special meeting of\nshareholders will be called by the secretary of the corporation upon the written request of shareholders entitled to cast not less than\na majority of all the votes entitled to be cast at such meeting.

Approval of Extraordinary Corporate Action;\nAmendment of Charter and Bylaws

Under Maryland law, a Maryland corporation generally\ncannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar\ntransactions outside the ordinary course of business, unless approved by the affirmative vote of shareholders entitled to cast at least\ntwo-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of\nthese matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. The Fund’s\nCharter generally provides for approval of charter amendments and extraordinary transactions by the shareholders entitled to cast at least\na majority of the votes entitled to be cast on the matter. The Fund’s Charter also provides that certain charter amendments, any\nproposal for the Fund’s conversion, whether by charter amendment, merger or otherwise, from a closed-end company to an open-end\ncompany and any proposal for the Fund’s liquidation or dissolution requires the approval of the shareholders entitled to cast at\nleast 80% of the votes entitled to be cast on such matter. However, if such amendment or proposal is approved by a majority or more of\nthe Fund’s continuing directors (in addition to approval by the Board), such amendment or proposal may be approved by a majority\nof the votes entitled to be cast on such a matter. The “continuing directors” are defined in the Fund’s Charter as (1)\nthe Fund’s current directors, (2) those directors whose nomination for election by the shareholders or whose election by the directors\nto fill vacancies is approved by a majority of the current directors then on the Board or (3) any successor directors whose nomination\nfor election by the shareholders or whose election by the directors to fill vacancies is approved by a majority of continuing directors\nor the successor continuing directors then in office.

The Fund’s Charter and Bylaws provide that\nthe Board will have the exclusive power to adopt, alter, amend or repeal any provision of the Bylaws and to make new Bylaws.

No Appraisal Rights

Except with respect to appraisal rights arising\nin connection with the Maryland Control Share Acquisition Act discussed below, as permitted by the MGCL, the Fund’s Charter provides\nthat shareholders will not be entitled to exercise appraisal rights unless a majority of the Board determines such rights apply.

Control Share Acquisitions

The MGCL allows closed-end funds to opt into the\nMaryland’s control share statute (the “Control Share Acquisition Act”), which allows a corporation to limit the voting\nrights of shares acquired by certain large stockholders. We have not opted into, and do not expect to opt into, the Control Share Acquisition\nAct unless the Board determines (which it presently has not) that doing so is not inconsistent with the 1940 Act. However, the Board may\nadopt a resolution at any time choosing to opt into and make us subject to, the Control Share Acquisition Act. Important provisions of\nthe Control Share Acquisition Act, which would apply if the Fund opted to be subject to the act, are described below.

-63-

The Control Share Acquisition Act provides that\ncontrol shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by\na vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by directors who are\nemployees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which,\nif aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the\nexercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing\ndirectors within one of the following ranges of voting power:

\n\n

●

one-tenth or more but less\nthan one-third;

\n\n

●

one-third or more but less\nthan a majority; or

\n\n

●

a majority or more of all voting\npower.

The requisite stockholder approval must be obtained\neach time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring\nperson is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the\nacquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control\nshare acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50\ndays of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction\nof certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation\nmay itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting\nor if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem\nfor fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the\ncorporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the\nabsence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting\nof stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved\nat a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders\nmay exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest\nprice per share paid by the acquirer in the control share acquisition.

Potentially inhibiting a closed-end investment\ncompany’s ability to utilize the Control Share Acquisition Act is Section 18(i) of the 1940 Act which provides that “every\nshare of stock . . . issued by a registered management company . . . shall be a voting stock and have equal voting rights with every other\noutstanding voting stock,” thereby preventing the Fund from issuing a class of shares with voting rights that vary within that class.\nThere are currently different views, however, on whether or not the Control Share Acquisition Act conflicts with Section 18(i) of the\n1940 Act. One view is that implementation of the Control Share Acquisition Act would conflict with the 1940 Act because it would deprive\ncertain shares of their voting rights. Another view is that implementation of the Control Share Acquisition Act would not conflict with\nthe 1940 Act because it would limit the voting rights of shareholders who choose to acquire shares of stock that put them within the specified\npercentages of ownership rather than limiting the voting rights of the shares themselves. The Control Share Acquisition Act does not apply\n(a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions\napproved or exempted by the charter or bylaws of the corporation.

A November 15, 2010 letter from the staff of\nthe SEC’s Division of Investment Management took the position that a closed-end fund, by opting in to the Control Share\nAcquisition Act, would be acting in a manner inconsistent with Section 18(i) of the 1940 Act. However, on May 27, 2020, the staff of\nthe SEC’s Division of Investment Management published an updated statement (the “2020 Control Share Statute\nRelief”) withdrawing the November 15, 2010 letter and replacing it with a new no-action position allowing a closed-end fund\nunder Section 18(i) to opt-in to the Control Share Acquisition Act, provided that the decision to do so was taken with reasonable\ncare in light of (1) the board’s fiduciary duties, (2) applicable federal and state law, and (3) the particular facts and\ncircumstances surrounding the action. The 2020 Control Share Statute Relief reflects only the enforcement position of the Staff and\nis not binding on the SEC or any court. Recent federal court decisions, however, have found that an opt into the Maryland Control\nShare Acquisition Act violates the 1940 Act.

Business Combinations

Under Maryland law, “business combinations”\nbetween a corporation and an interested shareholder or an affiliate of an interested shareholder are prohibited for five years after the\nmost recent date on which the interested shareholder becomes an interested shareholder. These business combinations include a merger,\nconsolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity\nsecurities. An interested shareholder is defined as:

\n\n

●

any person who beneficially\nowns 10% or more of the voting power of the corporation’s outstanding voting stock; or

\n\n

●

an affiliate or associate of\nthe corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of\nthe voting power of the then-outstanding voting stock of the corporation.

-64-

A person is not an interested shareholder under\nthis statute if the board of directors approved in advance the transaction by which the shareholder otherwise would have become an interested\nshareholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or\nafter the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business\ncombination between the corporation and an interested shareholder generally must be recommended by the board of directors of the corporation\nand approved by the affirmative vote of at least:

\n\n

●

80% of the votes entitled to\nbe cast by holders of outstanding shares of voting stock of the corporation; and

\n\n

●

two-thirds of the votes entitled\nto be cast by holders of voting stock of the corporation other than shares held by the interested

\n\n

●

shareholder with whom or with\nwhose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

These super-majority vote requirements do not\napply if the corporation’s common shareholders receive a minimum price, as defined under Maryland law, for their shares in the form\nof cash or other consideration in the same form as previously paid by the interested shareholder for its shares.

The statute permits various exemptions from its\nprovisions, including business combinations that are exempted by the board of directors before the time that the interested shareholder\nbecomes an interested shareholder.

Exclusive Forum

The Fund’s Charter requires that, unless\nthe Fund consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City (or, if that Court does not\nhave jurisdiction, the United States District Court for the District of Maryland, Northern Division) shall be the sole and exclusive forum\nfor (i) any derivative action or proceeding brought on behalf of the Fund; (ii) any action asserting a claim of breach of any standard\nof conduct or legal duty owed by any of the Fund’s directors, officers or other agents to the Fund or to its shareholders, (iii)\nany action asserting a claim arising pursuant to any provision of the MGCL or the Charter or the Bylaws (as either may be amended from\ntime to time), or (iv) any action asserting a claim governed by the internal affairs doctrine. This exclusive forum selection provision\nin the Fund’s Charter does not apply to claims arising under the federal securities laws, including the Securities Act and the Exchange\nAct.

There is uncertainty as to whether a court would\nenforce such a provision, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.\nIn addition, this provision may increase costs for shareholders in bringing a claim against the Fund or its directors, officers or other\nagents. Any investor purchasing or otherwise acquiring the Fund’s shares is deemed to have notice of and consented to the foregoing\nprovision.

The exclusive forum selection provision in the\nFund’s Charter may limit its shareholders’ ability to obtain a favorable judicial forum for disputes with the Fund or its\ndirectors, officers or other agents, which may discourage lawsuits against the Fund and such persons. It is also possible that, notwithstanding\nsuch exclusive forum selection provision, a court could rule that such provision is inapplicable or unenforceable.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general\nsummary of certain U.S. federal income tax considerations applicable to us and to an investment in our common stock. This discussion\ndoes not purport to be a complete description of the income tax considerations applicable to such an investment. For example, this\ndiscussion does not describe tax consequences that we have assumed to be generally known by investors or certain considerations that\nmay be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including persons who\nhold our common stock as part of a straddle or a hedging, integrated or constructive sale transaction, persons subject to the\nalternative minimum tax, tax-exempt organizations, insurance companies, brokers or dealers in securities, pension plans and trusts,\npersons whose functional currency is not the U.S. dollar, certain former citizens and long-term residents of the United States,\nregulated investment companies, real estate investment trusts, personal holding companies, persons who acquire an interest in the\nFund in connection with the performance of services, persons required to accelerate the recognition of any item of gross income as a\nresult of such income being taken into account on an applicable financial statement, and financial institutions. Such persons should\nconsult with their own tax advisors as to the U.S. federal income tax consequences of an investment in our common stock, which may\ndiffer substantially from those described herein. This discussion assumes that stockholders hold our common stock as capital assets\n(within the meaning of the Code).

-65-

The discussion is based upon the Code, Treasury\nregulations, and administrative and judicial interpretations, each as of the date of this registration statement and all of which are\nsubject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will\nnot seek any ruling from the Internal Revenue Service (“IRS”) regarding any matter discussed herein. Prospective investors\nshould be aware that, although we intend to adopt positions we believe are in accord with current interpretations of the U.S. federal\nincome tax laws, the IRS may not agree with the tax positions taken by us and that, if challenged by the IRS, our tax positions might\nnot be sustained by the courts. This summary does not discuss any aspects of U.S. estate, alternative minimum, or gift tax or non-U.S.,\nstate or local tax. It also does not discuss the special treatment under U.S. federal income tax laws that could result if we invested\nin tax-exempt securities or certain other investment assets.

For purposes of this discussion, a “U.S.\nShareholder” is a beneficial owner of our common stock that is for U.S. federal income tax purposes:

\n\n

●

a citizen or individual resident\nof the United States;

\n\n

●

a corporation (or other entity\ntreated as a corporation) organized in or under the laws of the United States, any state thereof, or the District of Columbia;

\n\n

●

a trust that (i) is subject\nto the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions\nof the trust, or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or

\n\n

●

an estate, the income of which\nis subject to U.S. federal income taxation regardless of its source.

A “Non-U.S. Shareholder” is a beneficial\nowner of our common stock that is neither a U.S. Shareholder nor a partnership for U.S. tax purposes.

If a partnership (including an entity or arrangement\ntreated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership\nwill generally depend upon the status of the partner and the activities of the partnership. Any partner of a partnership holding our common\nstock should consult its tax advisors with respect to the purchase, ownership and disposition of such shares.

Tax matters are very complicated and the tax consequences\nto an investor of an investment in our common stock will depend on the facts of his, her or its particular situation.

Taxation of the Fund

While we intend to elect to be treated, and\nintend to qualify annually thereafter, as a RIC, we will not qualify as a RIC for our initial taxable year ending August 31, 2026, and\nthere is no guarantee we will qualify as a RIC for our taxable year ending August 31, 2027. Consequently, we will be treated as a corporation\nfor the taxable year ending August 31, 2026, and potentially for the year ending August 31, 2027, provided that we do not qualify and\nelect to be treated as a RIC. As a corporation, we will be subject to U.S. federal income tax imposed at a 21% rate with respect to our\ntaxable income, including any gain realized on the sale or other taxable disposition of our assets. This tax would be payable by us prior\nto any distributions to our stockholders. As such, our profits will be subject to “double taxation” which would materially\nreduce the cash available to pay dividends to stockholders.

Taxation of U.S. Shareholders

Distributions by us generally will\nconstitute dividends for U.S. federal income tax purposes to the extent of our current and accumulated earnings and profits, which\nare taxable to U.S. Shareholders as ordinary dividend income. Provided that certain holding period and other requirements are met,\nnon-corporate U.S. Shareholders may be eligible for reduced rates of U.S. federal income tax with respect to such distributions, and\ncorporate U.S. Shareholders may be eligible for a dividends-received deduction with respect to such distributions. Distributions in\nexcess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the U.S.\nShareholder’s adjusted tax basis in our common stock, and any remaining distributions would be treated as gain from the sale\nof shares of our common stock.

A U.S. Shareholder generally will recognize taxable\ngain or loss if the U.S. Shareholder sells or otherwise disposes of his, her or its shares of our common stock. The amount of gain or\nloss will be measured by the difference between such stockholder’s adjusted tax basis in the shares sold and the amount of the proceeds\nreceived in exchange. Any gain or loss arising from such sale or disposition generally will be treated as long-term capital gain or loss\nif the U.S. Shareholder has held his, her or its shares for more than one year. Otherwise, it will be classified as short-term capital\ngain or loss. All or a portion of any loss recognized upon a disposition of shares of our common stock may be disallowed if other shares\nof our common stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition.

-66-

The maximum rate on long-term capital gains for\nnon-corporate taxpayers is currently 20%. In addition, individuals with modified adjusted gross incomes in excess of $200,000 ($250,000\nin the case of married individuals filing jointly) and certain estates and trusts are subject to an additional 3.8% surtax on their “net\ninvestment income,” which generally includes net income from interest, dividends, annuities, royalties, and rents, and net capital\ngains (other than certain amounts earned from trades or businesses). Corporate U.S. Shareholders currently are subject to U.S. federal\nincome tax on net capital gain at the maximum 21% rate also applied to ordinary income. Non-corporate U.S. Shareholders with net capital\nlosses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary\nincome each year; any net capital losses of a non-corporate stockholder in excess of $3,000 generally may be carried forward and used\nin subsequent years as provided in the Code. Corporate U.S. Shareholders generally may not deduct any net capital losses for a year, but\nmay carry back such losses for three years or carry forward such losses for five years.

We may be required to backup withhold from all\ndistributions paid to any U.S. Shareholder (other than a corporation, a financial institution, or a U.S. Shareholder that otherwise qualifies\nfor an exemption) (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such U.S. Shareholder\nis exempt from backup withholding or (2) with respect to whom the IRS notifies us that such U.S. Shareholder has failed to properly report\ncertain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification\nnumber generally is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the\nU.S. Shareholder’s U.S. federal income tax liability, provided that proper information is provided to the IRS.

Taxation of Non-U.S. Shareholders

Subject to the discussions below concerning backup\nwithholding and FATCA (defined below), distributions by us will be subject to U.S. federal withholding tax imposed at a 30% rate (or lower\nrate provided by an applicable income tax treaty) to the extent of our current and accumulated earnings and profits, unless an applicable\nexception applies. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital\nto the extent of the Non-U.S. Shareholder’s adjusted tax basis, and any remaining distributions would be treated as a gain from\nthe sale of the Non-U.S. Shareholder’s shares of our common stock.

If the distributions are effectively connected\nwith the conduct of a trade or business in the United States by the Non-U.S. Shareholder (and, if an income tax treaty applies, such distributions\nare attributable to a permanent establishment maintained by such Non-U.S. Shareholder in the United States), we will not be required to\nwithhold U.S. federal income tax if the Non-U.S. Shareholder complies with applicable certification and disclosure requirements, although\nthe distributions will be subject to U.S. federal income tax at the rates applicable to U.S. persons. Special certification requirements\napply to a Non-U.S. Shareholder that holds its shares of our common stock through a foreign partnership or a foreign trust, and such Non-U.S.\nShareholders are urged to consult their own tax advisors.

Subject to the discussion below concerning backup\nwithholding and FATCA (defined below), gains realized by a Non-U.S. Shareholder upon the sale of shares of our common stock will not be\nsubject to U.S. federal withholding tax and generally will not be subject to U.S. federal income tax unless (i) the gains are effectively\nconnected with the conduct of a trade or business in the United States by the Non-U.S. Shareholder (and, if an income tax treaty applies,\nsuch gains are attributable to a permanent establishment maintained by the Non-U.S. Shareholder in the United States) or (ii) such Non-U.S.\nShareholder is an individual present in the United States for 183 days or more during the year of the gain.

For a corporate Non-U.S. Shareholder, distributions\nand gains realized upon the sale of shares of our common stock that are effectively connected to the conduct of a trade or business in\nthe United States by such a Non-U.S. Shareholder may, under certain circumstances, be subject to an additional “branch profits tax”\nat a 30% rate (or at a lower rate if provided for by an applicable income tax treaty).

We generally must report to our documented Non-U.S.\nShareholders and the IRS the amount of dividends paid during each calendar year and the amount of any tax withheld. Information reporting\nrequirements may apply even if no withholding was required because the distributions were effectively connected with the Non-U.S. Shareholder’s\nconduct of a trade or business in the United States or withholding was reduced or eliminated by an applicable income tax treaty. This\ninformation also may be made available under a specific treaty or agreement with the tax authorities in the country in which the Non-U.S.\nShareholder resides or is established. Backup withholding, however, generally will not apply to distributions to a Non-U.S. Shareholder,\nprovided the Non-U.S. Shareholder furnishes to us or the dividend paying agent the required certification as to its non-U.S. status, such\nas by providing a valid IRS Form W-8BEN or IRS Form W-8BEN-E (or an acceptable substitute form) establishing that it is a Non-U.S. Shareholder\nor otherwise establishing an exemption from backup withholding. Amounts withheld under the backup withholding rules are not additional\ntaxes and may be refunded or credited against a Non-U.S. Shareholder’s U.S. federal income tax liability, if any, provided the required\ninformation is timely furnished to the IRS.

Non-U.S. Shareholders should consult their own\ntax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and non-U.S. tax consequences of an investment\nin shares of our common stock.

-67-

FATCA

Legislation commonly referred to as the “Foreign\nAccount Tax Compliance Act,” or “FATCA,” generally imposes a 30% withholding tax on payments of certain types of income\nto foreign financial institutions (“FFIs”) unless such FFIs either (i) enter into an agreement with the U.S. Treasury to\nreport certain required information with respect to accounts held by certain specified U.S. persons (or held by foreign entities that\nhave certain specified U.S. persons as substantial owners) or (ii) reside in a jurisdiction that has entered into an intergovernmental\nagreement (“IGA”) with the United States to collect and share such information and are in compliance with the terms of such\nIGA and any related laws or regulations implementing such IGA. The types of income subject to the tax include U.S. source interest and\ndividends. While the Code would also require withholding on payments of the gross proceeds from the sale of any property that could produce\nU.S. source interest or dividends, the U.S. Treasury Department has indicated its intent to eliminate this requirement in subsequent\nproposed regulations, which state that taxpayers may rely on the proposed regulations until final regulations are issued. The information\nrequired to be reported includes the identity and taxpayer identification number of each account holder that is a specified U.S. person\nand certain financial information associated with the holder’s account. In addition, subject to certain exceptions, this legislation\nalso imposes a 30% withholding on certain payments to certain foreign entities that are not FFIs unless the foreign entity certifies\nthat it does not have a greater than 10% owner that is a specified U.S. person or provides the withholding agent with identifying information\non each greater than 10% owner that is a specified U.S. person. Depending on the status of a Non-U.S. Shareholder and the status of the\nintermediaries through which they hold their shares, Non-U.S. Shareholders could be subject to this 30% withholding tax with respect\nto distributions on their shares. Under certain circumstances, a Non-U.S. Shareholder might be eligible for refunds or credits of such\ntaxes.

Non-U.S. Shareholders should consult their own\ntax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment\nin the shares.

Conversion from a Corporation to a RIC

To the extent that we qualify as a RIC in a subsequent\ntaxable year, we will be required to pay a corporate-level tax on the net amount of any built-in gains on our assets that are attributable\nto the period during which we did not qualify as a RIC and that we recognize during the five-year period beginning on the date on which\nwe qualified as a RIC. Any corporate-level built-in gain tax is payable at the time the built-in gains are recognized (which generally\nwill be the years in which the built-in gain assets are sold by us in a taxable transaction). The amount of this tax will vary depending\non the assets that are actually sold by us in the five-year period, the actual amount of net built-in gain or loss present in those assets\nas of the date on which we qualify as a RIC, and effective tax rates. The payment of any such corporate-level tax on built-in gains will\nbe a Fund-level expense that will be borne by all shareholders and will reduce the amount available for distribution to shareholders.\nAlternatively, we may make a special election to cause the gain to be recognized immediately prior to the date on which we qualify as\na RIC, in which case, we would recognize any net built-in gain as if we sold our assets at fair market value at the end of the last day\nof the taxable year before the first taxable year in which we qualified as a RIC.

Taxation as a Regulated Investment Company

We will not qualify as a RIC for our initial taxable\nyear ending August 31, 2026. In a subsequent taxable year, we intend to elect to be treated, and intend to qualify each year thereafter,\nas a RIC. There can be no assurance that we will qualify as a RIC in future years or be able to maintain our RIC tax treatment following\nour qualification as a RIC.

To qualify as a RIC, we must, among other things,\nmeet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain RIC tax benefits,\nwe generally must timely distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable\nincome,” which is generally our ordinary income plus the excess of realized net short-term capital gains over realized net long-term\ncapital losses (the “Annual Distribution Requirement”).

The following discussion describes the requirements\nfor us to qualify as a RIC, as well as the U.S. federal income tax consequences of such treatment to our shareholders. The discussion\nassumes that we qualify for RIC tax treatment for each taxable year, unless otherwise noted.

If we:

\n\n

●

qualify as a RIC; and

\n\n

●

satisfy the Annual Distribution\nRequirement,

then we will not be subject to U.S. federal income\ntax on the portion of our income and capital gains that we timely distribute (or are deemed to distribute) to our stockholders. We will\nbe subject to U.S. federal income tax imposed at the regular corporate rates on any income or capital gains not distributed (or deemed\ndistributed) to our stockholders.

We will be subject to a 4% nondeductible U.S.\nfederal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (i)\n98% of our net ordinary income for each calendar year, (ii) 98.2% of the amount by which our capital gains exceed our capital losses (adjusted\nfor certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) any ordinary income and net capital\ngain income that we recognized in preceding years, but were not distributed during such years, and on which we paid no U.S. federal income\ntax (the “Excise Tax Distribution Requirement”). While we intend to distribute sufficient income and capital gains in order\nto avoid imposition of this 4% U.S. federal excise tax, we may not be successful in avoiding entirely the imposition of this tax.

-68-

In order to qualify as a RIC for U.S. federal\nincome tax purposes, we must, among other things:

\n\n

●

derive in each taxable year\nat least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale\nof stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships” (as\ndefined in the Code) or other income derived with respect to our business of investing in such stock or securities (the “90% Income\nTest”); and

\n\n

●

diversify our holdings so that\nat the end of each quarter of the taxable year:

\n\n

○

at least 50% of the value of\nour assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other\nsecurities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities\nof the issuer; and

\n\n

○

no more than 25% of the value\nof our assets is invested in the (i) securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii)\nsecurities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules,\nby us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more “qualified\npublicly traded partnerships” (the “Diversification Tests”).

We may be required to recognize taxable income\nin circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules\nas having original issue discount (such as debt instruments with paid-in-kind (“PIK”) interest or, in certain cases, increasing\ninterest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over\nthe life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also\nhave to include in our taxable income other amounts that we have not yet received in cash, such as PIK interest and deferred loan origination\nfees that are paid after origination of the loan. Because any original issue discount or other amounts accrued will be included in our\ninvestment company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy\nthe Annual Distribution Requirement, even though we will not have received the corresponding cash amount.

Although we do not presently expect to do so,\nwe are authorized to borrow funds, to sell assets, and to make taxable distributions of our stock and debt securities in order to satisfy\ndistribution requirements. Our ability to dispose of assets to meet our distribution requirements may be limited by (i) the illiquid nature\nof our portfolio and/or (ii) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of\nassets in order to meet the Annual Distribution Requirement or the Excise Tax Distribution Requirement, we may make such dispositions\nat times that, from an investment standpoint, are not advantageous. If we are unable to obtain cash from other sources to satisfy the\nAnnual Distribution Requirement, we may fail to qualify for tax treatment as a RIC and become subject to U.S. federal income tax.

Under the 1940 Act, we are not permitted to make\ndistributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage”\ntests are met. If we are prohibited from making distributions, we may fail to qualify for tax treatment as a RIC and become subject to\nU.S. federal income tax.

Certain of our investment practices may be subject\nto special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance\nof certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary\nincome; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us\nto recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities\nis deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that\nwill not be qualifying income for purposes of the 90% Income Test described above. We will monitor our transactions and may make certain\ntax decisions in order to mitigate the potential adverse effect of these provisions.

A RIC is limited in its ability to deduct expenses\nin excess of its “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term\ncapital gains over net long-term capital losses). If our expenses in a given year exceed investment company taxable income, we would experience\na net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition,\nexpenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses\n(that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but\nmay carry forward such losses indefinitely and use them to offset capital gains. Due to these limits on the deductibility of expenses,\nover the course of one or more taxable years, we may have, for U.S. federal income tax purposes, taxable income that we are required to\ndistribute and that is taxable to our stockholders even if such income is greater than the aggregate net income we actually earned during\nthose years. Such required distributions may be made from our cash assets or by liquidation of investments, if necessary. We may realize\ngains or losses from such liquidations. In the event we realize net capital gains from such transactions, a stockholder may receive a\nlarger capital gain distribution than it would have received in the absence of such transactions.

-69-

Investment income received from sources within\nforeign countries, or capital gains earned by investing in securities of foreign issuers, may be subject to foreign income taxes withheld\nat the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty may be 35% or\nmore. The United States has entered into tax treaties with many foreign countries that may entitle us to a reduced rate of tax or exemption\nfrom tax on this related income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of our\nassets to be invested within various countries is not now known. We do not anticipate being eligible for the special election that allows\na RIC to treat foreign income taxes paid by such RIC as paid by its stockholders.

If we purchase shares in a “passive foreign\ninvestment company,” or PFIC, we may be subject to U.S. federal income tax on any “excess distribution” received on,\nor any gain from the disposition of such shares. Additional charges in the nature of interest generally will be imposed on us in respect\nof deferred taxes arising from any such excess distributions or gains. This additional tax and interest may apply even if we make a distribution\nas a taxable dividend by us to our stockholders in an amount equal to (1) any excess distribution, or (2) the gain from the dispositions\nof such shares. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund,” or QEF, in lieu of the\nforegoing requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital\ngain of the QEF, even if such income is not distributed by the QEF. Alternatively, we may be able to elect to mark-to-market at the end\nof each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares\nand as ordinary loss any decrease in such value to the extent that any such decrease does not exceed prior increases included in our income.\nUnder either election, we may be required to recognize income in excess of distributions from PFICs and our proceeds from dispositions\nof PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken\ninto account for purposes of the 4% U.S. federal excise tax. We intend to limit and/or manage our holdings in PFICs to minimize our liability\nfor any taxes and related interest charges.

If we are a U.S. Shareholder (as defined below)\nof a foreign corporation that is treated as a controlled foreign corporation (“CFC”), we may be treated as receiving a deemed\ndistribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to our pro rata share of certain\nof the corporation’s income for the tax year (including both ordinary earnings and capital gains), whether or not the corporation\nmakes an actual distribution during such year. In general, a foreign corporation will be classified as a CFC if more than 50% of the shares\nof the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly, or by attribution) by U.S.\nShareholders. A “U.S. Shareholder,” for this purpose, is any U.S. person that possesses (actually or constructively) 10% or\nmore of the combined voting power of all classes of shares of a corporation or 10% or more of the total value of shares of all classes\nof shares of such corporation. If we are treated as receiving a deemed distribution from a CFC, we will be required to include such distribution\nin our investment company taxable income regardless of whether we receive any actual distributions from such CFC, and we must distribute\nsuch income to satisfy the Annual Distribution Requirement and the Excise Tax Distribution Requirement.

Income inclusions from a QEF or CFC will be “good\nincome” for purposes of the 90% Income Test provided that they are derived in connection with our business of investing in stocks\nand securities or the QEF or the CFC distributes such income to us in the same taxable year to which the income is included in our income.

Foreign exchange gains and losses realized by\nus in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency\noption contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency\nare subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing\nand character of distributions to our stockholders. Any such transactions that are not directly related to our investment in securities\n(possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury\nregulations, produce income not among the types of “qualifying income” from which a RIC must derive at least 90% of its annual\ngross income.

In accordance with certain applicable\nTreasury regulations and guidance published by the IRS, a RIC that is publicly offered may treat a distribution of its own stock as\nfulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash\nor stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at\nleast 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, the cash available for\ndistribution must be allocated among stockholders electing to receive cash (with the balance of the distribution paid in stock). In\nno event will any stockholder, electing to receive cash, receive less than the lesser of (a) the portion of the distribution such\nstockholder elected to receive in cash, or (b) an amount equal to his or her entire distribution times the percentage limitation on\ncash available for distribution. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount\nof the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current\nintention of paying dividends in shares of our stock in accordance with these Treasury regulations or published guidance.

-70-

Failure to Qualify as a RIC

If we fail to qualify for treatment as a RIC,\nand certain cure provisions are not applicable, we would be subject to U.S. federal tax on all of our taxable income (including our net\ncapital gains) imposed at corporate rates. We would not be able to deduct distributions to our stockholders, nor would they be required\nto be made. Distributions, including distributions of net long-term capital gain, would generally be taxable to our stockholders as ordinary\ndividend income to the extent of our current and accumulated earnings and profits. Subject to certain holding period and other limitations\nunder the Code, our corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend, and\nour non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,” which is subject\nto reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulated earnings and profits would be treated\nfirst as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated\nas a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, we would be required to distribute\nall of our previously undistributed earnings attributable to the period we failed to qualify as a RIC by the end of the first year that\nwe intend to requalify as a RIC. If we fail to requalify as a RIC for a period greater than two taxable years, we may be subject to U.S.\nfederal income tax imposed at corporate tax rates on any net built-in gains with respect to certain of our assets (i.e., the excess\nof the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if\nwe had been liquidated) that we elect to recognize on requalification or when recognized over the next five years.

Taxation of U.S. Shareholders

Distributions by us generally are taxable to U.S.\nShareholders as ordinary income or capital gains. Distributions of our “investment company taxable income” (which is, generally,\nour net ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses) will be taxable\nas ordinary income to U.S. Shareholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested\nin additional shares of our common stock. To the extent such distributions paid by us to our stockholders taxed at individual rates are\nattributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions (“Qualifying Dividends”)\nmay be eligible for a reduced rate of U.S. federal income tax. In this regard, it is anticipated that distributions paid by us will generally\nnot be attributable to dividends and, therefore, generally will not qualify for the reduced rate of U.S. federal income tax applicable\nto Qualifying Dividends. Distributions of our net capital gains (which are generally our realized net long-term capital gains in excess\nof realized net short-term capital losses) properly reported by us as “capital gain dividends” will be taxable to a U.S. Shareholder\nas long-term capital gains that are currently eligible for a reduced rate of U.S. federal income tax in the case of our stockholders taxed\nat individual rates, regardless of the U.S. Shareholder’s holding period for his, her or its shares of our common stock and regardless\nof whether paid in cash or reinvested in additional common stock. Distributions in excess of our earnings and profits first will reduce\na U.S. Shareholder’s adjusted tax basis in such stockholder’s shares of our common stock and, after the adjusted tax basis\nis reduced to zero, will constitute capital gains to such U.S. Shareholder.

We may retain some or all of our realized net\nlong-term capital gains in excess of realized net short-term capital losses, but designate the retained net capital gain as a “deemed\ndistribution.” In that case, among other consequences, we will pay tax on the retained amount, each U.S. Shareholder will be required\nto include his, her or its share of the deemed distribution in income as if it had been actually distributed to the U.S. Shareholder,\nand the U.S. Shareholder will be entitled to claim a credit equal to his, her or its allocable share of the tax paid thereon by us. If\nthe amount of tax that a U.S. Shareholder is treated as having paid exceeds the tax such stockholder owes on the capital gain distribution,\nsuch excess generally may be refunded or claimed as a credit against the U.S. Shareholder’s other U.S. federal income tax obligations.\nThe amount of the deemed distribution net of such tax will be added to the U.S. Shareholder’s adjusted tax basis for his, her or\nits shares of our common stock. In order to utilize the deemed distribution approach, we must provide written notice to our stockholders\nprior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable\nincome as a deemed distribution.

For purposes of determining (i) whether the Annual\nDistribution Requirement is satisfied for any year and (ii) the amount of capital gain dividends paid for that year, we may, under certain\ncircumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year\nin question. If we make such an election, the U.S. Shareholder will still be treated as receiving the dividend in the taxable year in\nwhich the distribution is made. However, any dividend declared by us in October, November or December of any calendar year, payable to\nour stockholders of record on a specified date in such a month and actually paid during January of the following year, will be treated\nas if it had been received by our U.S. Shareholders on December 31 of the year in which the dividend was declared.

-71-

With respect to the reinvestment of dividends,\nif a U.S. Shareholder owns shares of our common stock registered in its own name, the U.S. Shareholder will have all cash distributions\nautomatically reinvested in additional shares of our common stock unless the U.S. Shareholder opts out of the reinvestment of dividends\nby delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions\nreinvested will nevertheless remain taxable to the U.S. Shareholder. The U.S. Shareholder will have an adjusted tax basis in the additional\nshares of our common stock purchased through the reinvestment equal to the amount of the reinvested distribution. The additional shares\nwill have a new holding period commencing on the day following the day on which the shares are credited to the U.S. Shareholder’s\naccount.

If an investor purchases shares of our common\nstock after a dividend has been declared and shortly before the record date of a distribution, the price of the shares will include the\nvalue of the distribution. However, the stockholder will be taxed on the distribution as described above, despite the fact that, economically,\nit may represent a return of his, her or its investment.

A U.S. Shareholder generally will recognize taxable\ngain or loss if the U.S. Shareholder sells or otherwise disposes of his, her or its shares of our common stock. The amount of gain or\nloss will be measured by the difference between such U.S. Shareholder’s adjusted tax basis in our common stock sold and the amount\nof the proceeds received in exchange. Any gain arising from such sale or disposition generally will be treated as long-term capital gain\nor loss if the U.S. Shareholder has held his, her or its shares for more than one year. Otherwise, it will be classified as short-term\ncapital gain or loss. However, any capital loss arising from the sale or disposition of shares of our common stock held for six months\nor less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital\ngain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares of\nour common stock may be disallowed if other shares of our common stock are purchased (whether through reinvestment of distributions or\notherwise) within 30 days before or after the disposition.

In general, U.S. Shareholders taxed at individual\nrates currently are subject to a maximum U.S. federal income tax rate of 20% on their recognized net capital gain (i.e., the excess of\nrecognized net long-term capital gains over recognized net short-term capital losses, subject to certain adjustments), including any long-term\ncapital gain derived from an investment in our shares. Such rate is lower than the maximum rate on ordinary income currently payable by\nsuch U.S. Shareholders. In addition, individuals with modified adjusted gross incomes in excess of $200,000 ($250,000 in the case of married\nindividuals filing jointly and $125,000 in the case of married individuals filing separately) and certain estates and trusts are subject\nto an additional 3.8% tax on their “net investment income,” which generally includes gross income from interest, dividends,\nannuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses), reduced by certain\ndeductions allocable to such income. Corporate U.S. Shareholders currently are subject to U.S. federal income tax on net capital gain\nat the maximum 21% rate also applied to ordinary income. Non-corporate U.S. Shareholders with net capital losses for a year (i.e., capital\nlosses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year. Any net capital\nlosses of a non-corporate U.S. Shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided\nin the Code. Corporate U.S. Shareholders generally may not deduct any net capital losses for a year, but may carry back such losses for\nthree years or carry forward such losses for five years.

Under applicable Treasury regulations, if a U.S.\nShareholder recognizes a loss with respect to shares of $2 million or more for a non-corporate U.S. Shareholder or $10 million or more\nfor a corporate U.S. Shareholder in any single taxable year (or a greater loss over a combination of years), the U.S. Shareholder must\nfile with the IRS a disclosure statement on Form 8886. Direct U.S. Shareholders of portfolio securities are in many cases excepted from\nthis reporting requirement, but under current guidance, U.S. Shareholders of a RIC are not excepted. Future guidance may extend the current\nexception from this reporting requirement to U.S. Shareholders of most or all RICs. The fact that a loss is reportable under these regulations\ndoes not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. Shareholders should consult\ntheir own tax advisors to determine the applicability of these regulations in light of their individual circumstances.

We (or the applicable withholding agent) will\nsend to each of our U.S. Shareholders, as promptly as possible after the end of each calendar year, a notice reporting the amounts includible\nin such U.S. Shareholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the U.S.\nfederal tax status of each year’s distributions generally will be reported to the IRS (including the amount of dividends, if any,\neligible for the 20% maximum rate). Dividends paid by us generally will not be eligible for the dividends-received deduction or the preferential\ntax rate applicable to Qualifying Dividends because our income generally will not consist of dividends.

We may be required to withhold U.S. federal income\ntax (“backup withholding”) from all distributions to certain U.S. Shareholders (i) who fail to furnish us with a correct taxpayer\nidentification number or a certificate that such stockholder is exempt from backup withholding or (ii) with respect to whom the IRS notifies\nus that such stockholder furnished an incorrect taxpayer identification number or failed to properly report certain interest and dividend\nincome to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number generally is his or her\nsocial security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. Shareholder’s federal\nincome tax liability, provided that proper information is provided to the IRS.

U.S. Shareholders that hold their common stock\nthrough foreign accounts or intermediaries will be subject to U.S. withholding tax at a rate of 30% on dividends if certain disclosure\nrequirements related to U.S. accounts are not satisfied.

-72-

If we are not a “publicly offered regulated\ninvestment company” for any period, a non-corporate U.S. Shareholder’s pro rata portion of certain of our expenses will be\ntreated as an additional dividend to the shareholder and will not be deductible for non-corporate U.S. taxpayers. A “publicly offered\nregulated investment company” is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly\ntraded on an established securities market or (iii) held by at least 500 persons at all times during the taxable year. We may not qualify\nas a publicly offered RIC during subsequent taxable years.

A U.S. Shareholder that is a tax-exempt organization\nfor U.S. federal income tax purposes and therefore generally exempt from U.S. federal income taxation may nevertheless be subject to taxation\nto the extent that it is considered to derive unrelated business taxable income (“UBTI”).

The direct conduct by a tax-exempt U.S. Shareholder\nof the activities we propose to conduct could give rise to UBTI. However, a RIC is a corporation for U.S. federal income tax purposes\nand its business activities generally will not be attributed to its stockholders for purposes of determining their treatment under current\nlaw. Therefore, a tax-exempt U.S. Shareholder generally should not be subject to U.S. taxation solely as a result of the shareholder’s\nownership of our common stock and receipt of dividends with respect to such common stock. Moreover, under current law, if we incur indebtedness,\nsuch indebtedness will not be attributed to a tax-exempt U.S. Shareholder. Therefore, a tax-exempt U.S. Shareholder should not be treated\nas earning income from “debt-financed property” and dividends we pay should not be treated as “unrelated debt-financed\nincome” solely as a result of indebtedness that we incur. Legislation has been introduced in Congress in the past, and may be introduced\nagain in the future, which would change the treatment of “blocker” investment vehicles interposed between tax-exempt investors\nand non-qualifying investments if enacted. In the event that any such proposals were to be adopted and applied to RICs, the treatment\nof dividends payable to tax-exempt investors could be adversely affected. In addition, special rules would apply if we were to invest\nin certain real estate mortgage investment conduits or taxable mortgage pools, which we do not currently plan to do, that could result\nin a tax-exempt U.S. Shareholder recognizing income that would be treated as UBTI.

Taxation of Non-U.S. Shareholders

The following discussion only applies to certain\nNon-U.S. Shareholders. Whether an investment in our common stock is appropriate for a Non-U.S. Shareholder will depend upon that person’s\nparticular circumstances. An investment in our common stock by a Non-U.S. Shareholder may have adverse tax consequences. Non-U.S. Shareholders\nshould consult their tax advisors before investing in our common stock.

Subject to the discussions below concerning backup\nwithholding and FATCA (defined below), distributions of our “investment company taxable income” to Non-U.S. Shareholders (including\ninterest income and realized net short-term capital gains in excess of realized long-term capital losses) will be subject to withholding\nof U.S. federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of our current and accumulated earnings\nand profits unless an exception applies. No withholding is required with respect to certain distributions if (i) the distributions are\nproperly reported as “interest-related dividends” or “short-term capital gain dividends,” (ii) the distributions\nare derived from sources specified in the Code for such dividends and (iii) certain other requirements are satisfied. No assurance can\nbe provided as to whether any of our distributions will be reported as eligible for this exemption. If the distributions are effectively\nconnected with the conduct of a trade or business in the United States (a “U.S. trade or business”) by the Non-U.S. Shareholder\n(and if an income tax treaty applies, such distributions are attributable to a permanent establishment maintained by the Non-U.S. Shareholder\nwithin the United States), we will not be required to withhold U.S. federal tax if the Non-U.S. Shareholder complies with applicable certification\nand disclosure requirements, although the distributions will be subject to U.S. federal income tax at the rates applicable to U.S. persons.\n(Special certification requirements apply to a Non-U.S. Shareholder that is a foreign trust, and to a foreign partnership and such entities\nare urged to consult their own tax advisors.)

Subject to the discussions below concerning\nbackup withholding and FATCA (defined below), actual or deemed distributions of our net capital gains to a Non-U.S. Shareholder, and\ngains realized by a Non-U.S. Shareholder upon the sale of our common stock, will generally not be subject to U.S. federal\nwithholding tax and generally will not be subject to U.S. federal income tax unless the distributions or gains, as the case may be,\nare effectively connected with a U.S. trade or business of the Non-U. S. Shareholder (and if an income tax treaty applies, such\ndistributions or gains, as applicable, are attributable to a permanent establishment maintained by the Non-U.S. Shareholder within\nthe United States).

-73-

Under our reinvestment of dividends policy, a\nNon-U.S. Shareholder will have all cash distributions automatically reinvested in additional shares of our common stock unless the Non-U.S.\nShareholder opts out of the reinvestment of dividends by delivering a written notice to our dividend paying agent prior to the record\ndate of the next dividend or distribution. If the distribution is a distribution of our investment company taxable income, is not reported\nby us as a short-term capital gains dividend or interest-related dividend and it is not effectively connected with a U.S. trade or business\nof the Non-U.S. Shareholder (or, if required by an applicable income tax treaty, is not attributable to a U.S. permanent establishment\nmaintained by the Non-U.S. Shareholder within the United States), the amount distributed (to the extent of our current or accumulated\nearnings and profits) will be subject to withholding of U.S. federal income tax at a 30% rate (or lower rate provided by an applicable\nincome tax treaty) and only the net after-tax amount will be reinvested in our common stock. The Non-U.S. Shareholder will have an adjusted\ntax basis in the additional shares of common stock purchased through the reinvestment equal to the amount reinvested. The additional shares\nwill have a new holding period commencing on the day following the day on which the shares are credited to the Non-U.S. Shareholder’s\naccount.

The tax consequences to Non-U.S. Shareholders\nentitled to claim the benefits of an applicable tax treaty or that are individuals that are present in the U.S. for 183 days or more during\na taxable year may be different from those described herein. Non-U.S. Shareholders are urged to consult their tax advisors with respect\nto the procedure for claiming the benefit of a lower treaty rate and the applicability of foreign taxes.

If we distribute our net capital gains in the\nform of deemed rather than actual distributions, a Non-U.S. Shareholder will be entitled to a U.S. federal income tax credit or tax refund\nequal to the stockholder’s allocable share of the tax we pay on the capital gains deemed to have been distributed. In order to obtain\nthe refund, the Non-U.S. Shareholder must obtain a U.S. taxpayer identification number and file a refund claim even if the Non-U.S. Shareholder\nwould not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate\nNon-U.S. Shareholder, distributions (both actual and deemed), and gains realized upon the sale of our common stock that are effectively\nconnected to a U.S. trade or business may, under certain circumstances, be subject to an additional “branch profits tax” at\na 30% rate (or at a lower rate if provided for by an applicable treaty). Accordingly, investment in the shares may not be advisable for\na Non-U.S. Shareholder.

We must generally report to our documented Non-U.\nS. Shareholders and the IRS the amount of dividends paid during each calendar year and the amount of any tax withheld. Information reporting\nrequirements may apply even if no withholding was required because the distributions were effectively connected with the Non-U.S. Shareholder’s\nconduct of a United States trade or business or withholding was reduced or eliminated by an applicable income tax treaty. This information\nalso may be made available under a specific treaty or agreement with the tax authorities in the country in which the Non-U.S. Shareholder\nresides or is established. Under U.S. federal income tax law, interest, dividends and other reportable payments may, under certain circumstances,\nbe subject to “backup withholding” at the then applicable rate (currently 24%). Backup withholding, however, generally will\nnot apply to distributions to a Non-U.S. Shareholder of our common stock, provided the Non-U.S. Shareholder furnishes to us the required\ncertification as to its non U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8ECI, or certain\nother requirements are met. Backup withholding is not an additional tax but can be credited against a Non-U.S. Shareholder’s federal\nincome tax, and may be refunded to the extent it results in an overpayment of tax and the appropriate information is timely supplied to\nthe IRS.

FATCA

-74-

REGULATION AS A CLOSED END FUND

We are a non-diversified, closed-end management\ninvestment company that has registered as an investment company under the 1940 Act. As a registered closed-end management investment company,\nwe are subject to regulation under the 1940 Act. Under the 1940 Act, unless authorized by vote of a majority of the outstanding voting\nsecurities, we may not:

\n\n

●

change our classification to\nan open-end management investment company;

\n\n

●

except in each case in accordance\nwith our policies with respect thereto set forth in this registration statement, borrow funds, issue senior securities, underwrite securities\nissued by other persons, purchase or sell real estate or commodities or make loans to other persons;

\n\n

●

deviate from any policy in\nrespect of concentration of investments in any particular industry or group of industries as recited the SAI or Prospectus, deviate from\nany investment policy which is changeable only if authorized by stockholder vote under the 1940 Act, or deviate from any fundamental\npolicy recited in its registration statement in accordance with the requirements of the 1940 Act;

\n\n

●

change the nature of our business\nso as to cease to be an investment company.

A majority of the outstanding voting securities\nof a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting\nif more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the\noutstanding voting securities of such company.

A majority of our Directors must be persons who\nare not interested persons, as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued\nby a reputable fidelity insurance company to protect the closed-end management investment company. Furthermore, as a registered closed-end\nmanagement investment company, we are prohibited from protecting any Director or officer against any liability to us or our stockholders\narising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s\noffice. We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without\nthe prior approval of the SEC.

As a registered closed-end management investment\ncompany, we are generally required to meet an asset coverage ratio with respect to our outstanding senior securities representing indebtedness,\ndefined under the 1940 Act as the ratio of our gross assets (less all liabilities and indebtedness not represented by senior securities)\nto our outstanding senior securities representing indebtedness, of at least 300% after each issuance of senior securities representing\nindebtedness. In addition, we are generally required to meet an asset coverage ratio with respect to our outstanding preferred shares,\nas defined under the 1940 Act as the ratio of our gross assets (less all liabilities and indebtedness not represented by senior securities)\nto our outstanding senior securities representing indebtedness, plus the aggregate involuntary liquidation preference of our outstanding\npreferred shares, of at least 200% immediately after each issuance of such preferred shares. We are also prohibited from issuing or selling\nany senior security if, immediately after such issuance, we would have outstanding more than (i) one class of senior security representing\nindebtedness, exclusive of any promissory notes or other evidences of indebtedness issued in consideration of any loan, extension, or\nrenewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed, or (ii) one class\nof senior security which is equity, except that in each case any such class of indebtedness or equity may be issued in one or more series.

We are generally not able to issue and sell\nour shares at a price below NAV per share. We may, however, sell our shares at a price below the then-current NAV of our shares if\nthe Board determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders\napprove such sale. In addition, we may generally issue new shares at a price below NAV in rights offerings to existing stockholders,\nin payment of distributions and in certain other limited circumstances.

As a registered closed-end management investment\ncompany, we are subject to certain risks and uncertainties. See “Types of Investments and Related Risk Factors - Risks Related to\nOur Business and Our Structure.”

Senior Securities

We may borrow funds to make investments. Although\nwe do not expect to do so, we may also borrow funds, consistent with the limitations of the 1940 Act, in order to make the distributions\nrequired to maintain our status as a RIC under Subchapter M of the Code. We are permitted, under specified conditions, to issue one class\nof indebtedness and one class of equity senior to the shares offered hereby if our asset coverage with respect thereto, as defined in\nthe 1940 Act, is at least equal to 300% immediately after such issuance of senior securities representing indebtedness, and 200% immediately\nafter each issuance of senior securities which are shares of beneficial interest. We are also permitted to issue promissory notes or other\nevidences of indebtedness in consideration of a loan, extension, or renewal thereof, made by a bank or other person and privately arranged,\nand not intended to be publicly distributed, provided that our asset coverage with respect to our outstanding senior securities representing\nindebtedness is at least equal to 300% immediately thereafter. In addition, while any senior securities remain outstanding, we must make\nprovisions to prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable\nasset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our gross assets\nfor temporary or emergency purposes without regard to asset coverage.

-75-

Compliance Policies and Procedures

We and our Adviser have adopted and implemented\nwritten policies and procedures reasonably designed to prevent violation of the federal securities laws and are required to review these\ncompliance policies and procedures annually for their adequacy and the effectiveness of their implementation. Our chief compliance officer\nis responsible for administering these policies and procedures.

Other

We will be periodically examined by the SEC for\ncompliance with the 1940 Act.

We are required to provide and maintain a bond\nissued by a reputable fidelity insurance company to protect us against larceny and embezzlement. We are prohibited from protecting any\nDirector or officer against any liability to us or our stockholders arising from willful misconduct, bad faith, gross negligence or reckless\ndisregard of the duties involved in the conduct of such person’s office.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 imposes a wide\nvariety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect us. For example:

\n\n

●

pursuant to Rule 30a-2 of the\n1940 Act, our chief executive officer and chief financial officer must certify the accuracy of the financial statements contained in\nour periodic reports;

\n\n

●

pursuant to Item 16 of Form\nN-CSR, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures; and

\n\n

●

pursuant to Item 16 of Form\nN-CSR, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or\nin other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective\nactions with regard to significant deficiencies and material weaknesses.

The Sarbanes-Oxley Act requires us to review our\ncurrent policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder.\nWe will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary\nto ensure that we are in compliance therewith.

PRICE RANGE OF COMMON\nSTOCK AND DISTRIBUTIONS

Market Information

Since May 11, 2026, our common stock has traded\non the Exchange under the symbol “BOT”. Shares of closed-end funds frequently trade at prices lower than their NAV. The possibility\nthat our shares of common stock will trade at a discount from NAV per share or at premiums that are unsustainable over the long term\nare separate and distinct from the risk that our NAV per share will decrease. We cannot predict whether shares of our common stock will\ntrade at, above or below NAV. In addition to NAV, the market price of shares of our common stock may be affected by such factors as our\ndividend stability and dividend levels, which are in turn affected by expenses, and market supply and demand. On October 16, 2026, the\nlast reported closing price of our common stock on the Exchange was $24.17 per share, which represented a premium of approximately 113% to our NAV per share of $11.35 as of September 30, 2026.

-76-

The following table lists\nthe high and low closing sale price for our common stock for each full quarter since May 11, 2026.

High

Low

Sales Price

Premium

(Discount)

Net Asset

Price Range

to Net Asset

Period

Value⁽¹⁾

High

Low

Value⁽²⁾

Year ended August 31, 2026

4^th Quarter (ended August 31, 2026)

11.35

41.74

22.86

267.75

101.41

(1)	For purposes of this table, the NAV per shares is shown as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAV shown is based on outstanding shares at the end of each period.

(2)	Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter).

Distribution Policy

The timing and amount of our distributions, if\nany, will be determined by our Board. Any distributions to our shareholders will be declared out of assets legally available for distribution.\nWe intend to focus on making investments that provide the opportunity for capital gains. As a consequence, we do not anticipate that we\nwill pay distributions on a quarterly or other basis or become a predictable distributor of distributions, and we expect that our distributions,\nif any, will be much less consistent than the distributions of companies that primarily make debt investments. The specific tax characteristics\nof our distributions will be reported to shareholders after the end of the calendar year. Future dividends, if any, will be determined\nby our Board.

DISTRIBUTION REINVESTMENT PLAN

We have established an “opt-out”\ndistribution reinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our shareholders\nin additional Shares. As a result, if our Board authorizes, and we declare, a cash dividend or other distribution, our shareholders’\ndistributions will be automatically reinvested in additional shares, unless they specifically opt-out of the distribution reinvestment\nplan to receive their cash dividends or distributions in cash.

No action will be required on part of a shareholder\nto have its cash dividends or distributions reinvested in shares. A shareholder may elect to have its entire distribution reinvested\nin cash by electing to opt out of the Fund’s distribution reinvestment plan. To opt out of the plan, a shareholder must provide\nnotice to the Computershare Trust Company, N.A. (the “Plan Administrator”) prior to any dividend/distribution record date.\nIf the Plan Administrator receives your request to opt-out on or after the record date for a dividend, the Plan Administrator may either\npay the dividend in cash or reinvest it under the Plan on the next investment date on your behalf. If reinvested, the Plan Administrator\nmay sell the shares purchased and send the proceeds to you, less any applicable fees. Shareholders may contact the Plan Administrator\nas follows: at www.computershare.com/investor; by calling 1-877-373-6374 (U.S. and Canada) or\n1-781-575-2879 (outside U.S. and Canada); or by writing Computershare Trust Company, N.A., P.O. Box 43006, Providence, RI 02940-3006.\nBe sure to include your name, address, daytime phone number, account social security or tax I.D. number and a reference to RoboStrategy,\nInc. on all correspondence.

-77-

Those shareholders whose shares are held by\na broker or other financial intermediary may also opt out of the distribution reinvestment plan by notifying their broker or other financial\nintermediary of their election.

Shareholders who receive dividends and other\ndistributions in the form of shares are generally subject to the same U.S. federal, state and local tax consequences as are shareholders\nwho elect to receive their dividends and distributions in cash. However, for shareholders whose cash distributions are reinvested in\nshares, such shareholder will not receive cash with which to pay applicable taxes on reinvested dividends and distributions. A shareholder’s\nadjusted tax basis for determining gain or loss upon the sale of shares received in a dividend or distribution from us will generally\nbe equal to the cash that would have been received if the shareholder had received the dividend or distribution in cash. Any shares received\nin a dividend or distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares\nare credited to the U.S. shareholder’s account.

The distribution reinvestment plan will be terminable\nby us upon notice in writing mailed to each shareholder of record.

CALCULATION OF NET ASSET VALUE

The Fund calculates its NAV (i) as of the\nclose of business on the last business day of each month, (ii) in connection with any issuance of shares in accordance with Section 23(b)\nof the 1940 Act, (iii) as of each date that a Share is offered or repurchased, (iv) as of the date of any distribution, and (v) at such\nother times as the Board or the Adviser’s valuation committee shall determine in accordance with the Fund’s valuation policies\nand procedures (each, a “Determination Date”). In determining its NAV, the Fund values its investments as of the relevant\nDetermination Date. The NAV of the Fund equals, unless otherwise noted, the value of the total assets of the Fund, less all of its liabilities,\nincluding accrued fees and expenses, each determined as of the relevant Determination Date.

The 1940 Act requires the Fund to determine the\nvalue of its portfolio securities using market quotations when “readily available,” and when market quotations are not readily\navailable, portfolio securities must be valued at fair value, as determined in good faith by the Fund’s Board. As stated in Rule\n2a-5 under the 1940 Act, determining fair value in good faith requires (i) assessment and management of risks, (ii) establishment of fair\nvalue methodologies, (iii) testing of fair value methodologies, and (iv) evaluation of pricing services. Under Rule 2a-5, a fund’s\nboard may designate the fund’s adviser as “valuation designee” to perform fair value determinations. The Board, including\na majority of the Directors who are not “interested persons” of the Fund, as such term is defined in the 1940 Act, has designated\nthe Adviser to perform fair value determinations and act as “valuation designee” for the Fund’s investments.

Standards For Fair Value Determinations.\nAs a general principle, the fair value of a security is the amount that the Fund might reasonably expect to realize upon its current sale.\nThe Fund has adopted Financial Accounting Standards Board Statement of Financial Accounting Standards Codification Topic 820, Fair Value\nMeasurements and Disclosures (“ASC 820”). In accordance with ASC 820, fair value is defined as the price that the Fund would\nreceive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the\ninvestment. ASC 820 establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable\ninputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that\nmarket participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a\nparticular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the\nvaluation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants\nwould use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.\nUnobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would\nuse in pricing the asset or liability, developed based on the best information available under the circumstances.

Various inputs are used in determining the value\nof each of the Fund’s investments relating to ASC 820. These inputs are summarized in the three broad levels listed below.

\n \n \n \n

Level 1

quoted prices in active markets for identical securities.

\n \n \n \n

Level 2

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

\n \n \n \n

Level 3

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The values of the Fund’s portfolio securities\nwill be based on market prices if readily available. A market quotation is readily available only when that quotation is a quoted price\n(unadjusted) in active markets for identical investments that the Fund can access at the measurement date, provided that a quotation will\nnot be readily available if it is not reliable. Price information on listed securities will be taken from the exchange where the security\nis primarily traded.

-78-

If a market quotation for a security is not readily\navailable (as is generally the case with private companies) or the Adviser believes it does not otherwise accurately reflect the market\nvalue of the security at the time the Fund calculates its NAV, the security will be fair valued by the Adviser in accordance with the\nvaluation policies and procedures approved by the Board. As a general principle, the fair value of a security or other asset is the price\nthat would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement\ndate. If the Adviser determines that fair valuation would be appropriate and would result in a measurement that is equally or more representative\nof fair value or is required, the Adviser may value the security or asset based on its consideration of one or more of a proscribed set\nof factors, to the extent relevant and available under the circumstance. The valuation policies and procedures govern the Adviser’s\nselection and application of methodologies for determining and calculating the fair value of Fund investments. Fair value pricing involves\nsubjective judgments and it is possible that a fair value determination for a security may be materially different than the value that\ncould be realized upon the sale of the security.

With respect to the Fund’s investments in\nSPVs, the Adviser values such investments based on the same methodologies used to value direct equity investments in private companies.\nThe Adviser considers information including, but not limited to, the financial condition of the underlying portfolio company, recent financing\nrounds, current and forecasted earnings, any private secondary market trading activity, industry and business prospects, and any broker\nquotes to the extent available. Valuations of SPV investments are adjusted to account for management fees and any carried interest associated\nwith the SPV and are further adjusted based on the volume of secondary market activity.

In considering whether fair valuation is required\nand in determining fair values, the Adviser may, among other things, consider significant events (which may be considered to include changes\nin the value of U.S. securities or securities indexes) that occur after the close of the relevant market and before the New York Stock\nExchange close. A significant event is an event that will, with a reasonably high probability, materially affect the value of a security\nsince the closing price of the security was established on an exchange or market, but before the Fund’s NAV calculation. Significant\nevents may relate to a single issuer, multiple issuers or to an entire market sector. Significant events generally would be those that\nare readily ascertainable in the ordinary course of business.

The Valuation Designee may also utilize one\nor more pricing services or valuation firms to assist in determining a fair value for a security or asset, and may obtain the assistance\nof others, including, without limitation, the Fund’s accounting agent and an outside independent pricing service in fulfilling\nits responsibilities.

Prospective investors should be aware that situations\ninvolving uncertainties as to the value of portfolio positions could have an adverse effect on the Fund’s NAV and the Fund if the\njudgments of the Board or the Adviser regarding appropriate valuations should prove incorrect.

LEGAL MATTERS

Eversheds Sutherland (US) LLP, located at\n700 Sixth Street, N.W., Suite 700, Washington, DC 20001, serves as our legal counsel. Certain legal matters regarding the validity of\nthe shares offered hereby will be passed upon for us by Miles & Stockbridge P.C., located at\n100 Light Street, Baltimore, MD 21202.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Grant Thornton LLP, whose principal business address\nis located at 171 N. Clark Street, Chicago, Illinois 60601, serves as the Fund’s independent registered public accounting firm,\nproviding audit services.

AVAILABLE INFORMATION

We have filed with the SEC a registration\nstatement on Form N-2, together with all amendments and related exhibits, under the Securities Act, with respect to the shares of\nour common stock offered by this Prospectus. The registration statement contains additional information about us and the shares of\nour common stock being offered by this Prospectus.

We file with or submit to the SEC annual, semi-annual,\nand monthly reports, proxy statements and other information meeting the informational requirements of the Exchange Act and the 1940 Act.\nThe SEC maintains an internet site that contains reports, proxy and information statements and other information filed electronically\nby us with the SEC which are available on the SEC’s website at http://www.sec.gov. This information will also be available free\nof charge by contacting us by telephone at 787-722-6881, or on our website at https://www.robostrategy.co.

-79-

NOTICE OF PRIVACY POLICY AND PRACTICES
\nPRIVACY NOTICE

\n \n \n \n \n \n \n \n \n \n \n \n \n

FACTS	WHAT DOES ROBOSTRATEGY, INC. (THE “FUND”) DO WITH YOUR PERSONAL INFORMATION?
WHY?	Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.
WHAT?	\n The types of personal information we collect and share depend on the\n product or service you have with us. This information can include: \n ● Social security number \n ● Income \n ● Assets \n ● Risk tolerance \n ● Wire transfer instructions \n ● Transaction history \n When you are no longer our customer, we continue to share information\n about you as described in this notice.
HOW?	All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons the Fund chooses to share; and whether you can limit this sharing.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Reasons we can share your personal information	Does the Fund Share?	Can you limit this sharing?
For our everyday business purposes - such as to process your transactions, maintain your accounts(s) or respond to court orders and legal investigations.	Yes	No
For our marketing purposes - to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes - information about your transactions and experiences	Yes	No
For our affiliates’ everyday business purposes - information about your creditworthiness	No	We don’t share
For our affiliates to market to you	No	We don’t share
For non-affiliates to market to you	No	We don’t share

-80-

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Questions?	\n Call: (787) 722-6881 or go to \n https://www.robostrategy.co/
Who we are
Who is providing this notice?	• RoboStrategy, Inc.
What we do
How does the Fund protect my personal information?	To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does the Fund collect my personal information?	\n We collect your personal information, for example, when you \n 1. Enter into an investment advisory contract \n 2. Seek financial advice \n 3. Make deposits or withdrawals from\n your account \n 4. Tell us about your investment or\n retirement portfolio \n 5. Give us your employment history \n We may also collect your personal information from others, such as\n credit bureaus, affiliates or other companies.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Why can’t I limit all sharing?	\n Federal law gives you the right to limit only \n 1. sharing for affiliates’ everyday\n business purposes-information about your creditworthiness \n 2. affiliates from using your information\n to market to you \n 3. sharing for non-affiliates to market\n to you \n State laws and individual companies\n may give you additional rights to limit sharing.
What happens when I limit sharing for an account I hold jointly with someone else?	Your choices will apply to everyone on your account - unless you tell us otherwise.
Definitions
Affiliates	\n Companies related by common ownership or control. They can be financial\n and nonfinancial companies. \n • Our affiliates include\n companies with a common corporate identity’.
Non-affiliates	\n Companies not related by common ownership or control. They can be financial\n and nonfinancial companies. \n • The Fund does not share\n with non-affiliates so they can market to you
Joint Marketing	\n A formal agreement between nonaffiliated financial companies that together\n market financial products or services to you. \n • The Fund does not jointly\n market.

-81-

PROSPECTUS

ROBOSTRATEGY, INC.

23,927,600 Shares\nof Common Stock

_____, 2026

All\ndealers that buy, sell or trade the Fund’s shares, whether or not participating in this offering, may be required to deliver a prospectus\nwhen acting on behalf of the Fund.

The information in\nthis preliminary statement of additional information is not complete and may be changed. The selling securityholders may not sell these\nsecurities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary statement\nof additional information is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction\nwhere the offer or sale is not permitted.

SUBJECT TO COMPLETION,\nDATED OCTOBER 19, 2026

$\"\"$

RoboStrategy, Inc.

23,927,600 Shares of Common Stock

STATEMENT OF ADDITIONAL INFORMATION

RoboStrategy, Inc. (the “Fund”) is\na non-diversified, closed-end management investment company with a limited operating history. This Statement of Additional Information\n(“SAI”) relating to shares of common stock does not constitute a prospectus, but should be read in conjunction with the prospectus\nrelating thereto dated [ ], 2026. This SAI, which is not a prospectus, does not include all information that a prospective investor should\nconsider before purchasing common shares, and investors should obtain and read the prospectus prior to purchasing such shares. A copy\nof the prospectus may be obtained without charge by calling 787-722-6881. You may also obtain a copy of the prospectus on the Securities\nand Exchange Commission’s (the “SEC”) website (http://www.sec.gov). Capitalized terms used but not defined in this SAI\nhave the meanings ascribed to them in the prospectus.

References to the Investment Company Act of 1940,\nas amended (the “1940 Act”), or other applicable law, include any rules promulgated thereunder and any guidance, interpretations\nor modifications by the SEC, SEC staffer or other authority with appropriate jurisdiction, including court interpretations, and exemptive,\nno-action or other relief or permission from the SEC, SEC staff or other authority.

TABLE OF CONTENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Page
GENERAL INFORMATION ABOUT THE FUND	1

INVESTMENT RESTRICTIONS	1

MANAGEMENT OF THE FUND	3

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS	10

INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS	10

CONFLICTS OF INTEREST	12

PORTFOLIO TRANSACTIONS AND BROKERAGE	13

PROXY VOTING POLICIES AND PROCEDURES	14

LEGAL MATTERS	14

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT	14

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	14

FINANCIAL STATEMENTS	F-1

GENERAL INFORMATION ABOUT THE FUND

The Fund is a non-diversified closed-end management\ninvestment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund was organized\nas a Maryland corporation on May 23, 2025. The Fund’s principal address is 151 Calle de San Francisco, suite 200, San Juan, Puerto\nRico 00901, and its telephone number is 787-722-6881.

INVESTMENT RESTRICTIONS

The Fund’s stated fundamental policies,\nwhich may only be changed by the affirmative vote of a majority of the outstanding Shares of the Fund are listed below. For the purposes\nof this SAI, “majority of the outstanding Shares of the Fund” means the vote, at an annual or special meeting of investors,\nduly called, (a) of 67% or more of the Shares present at such meeting, if the holders of more than 50% of the outstanding Shares are present\nor represented by proxy; or (b) of more than 50% of the outstanding Shares of the Fund, whichever is less. The Fund:

\n \n \n \n

(1)	May not borrow money, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(2)	May not issue senior securities, except to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, the SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction;

(3)	May not engage in the business of underwriting securities issued by others, except to the extent that we may be deemed to be an underwriter in connection with the disposition of portfolio securities;

(4)	May not make loans, except to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction;

(5)	May not purchase or sell real estate, which term does not include securities of companies which deal in real estate or mortgages or investments secured by real estate or interests therein, except that we reserve freedom of action to hold and to sell real estate acquired as a result of our ownership of securities;

(6)	May not purchase or sell physical commodities or contracts for the purchase or sale of physical commodities. Physical commodities do not include futures contracts with respect to securities, securities indices, currency or other financial instruments;

(7)	May not invest in any security if as a result of such investment, 25% or more of the value of our total assets, taken at market value at the time of each investment, are in the securities of issuers in any particular industry or group of industries, except that we will invest more than 25% of the value of our total assets in companies operating in one or more industries within the technology group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities and tax-exempt securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry

(8)	Will not mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any assets of the Fund except as may be necessary in connection with borrowings described in the fundamental limitation (1) above. Margin deposits, security interests, liens and collateral arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investments and techniques are not deemed to be a mortgage, pledge or hypothecation of assets for purposes of this limitation.

(9)	Will not purchase securities or evidences of interest thereon on “margin.” This limitation is not applicable to short-term credit obtained by a Fund for the clearance of purchases and sales or redemption of securities, or to arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investment techniques.

The latter part of certain of our fundamental\ninvestment restrictions (i.e., the references to “except to the extent permitted by (i) the 1940 Act, or interpretations or modifications\nby the SEC, the SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC,\nSEC staff or other authority with appropriate jurisdiction”) provides us with flexibility to change our limitations in connection\nwith changes in applicable law, rules, regulations or exemptive relief. The language used in these restrictions provides the necessary\nflexibility to allow our Board to respond efficiently to these kinds of developments without the delay and expense of a stockholder meeting.

Whenever an investment policy or investment restriction\nstates a maximum percentage of assets that may be invested in any security or other asset or describes a policy regarding quality standards,\nsuch percentage limitation or standard shall be determined immediately after and as a result of our acquisition of such security or asset.\nAccordingly, any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating\nchange made by a rating agency (or as determined by the Adviser if the security is not rated by a rating agency) will not compel us to\ndispose of such security or other asset. Notwithstanding the foregoing, we must always be in compliance with the borrowing policies set\nforth above.

Except as otherwise indicated, the Fund may\nchange its investment objective and any of its policies, restrictions, strategies, and techniques without shareholder approval, including\nthe Fund’s 80% policy to invest in robotics and physical AI technology companies. The Fund’s investment objective and investment\nstrategies are not fundamental policies of the Fund and may be changed by the Board without the vote of a majority (as defined in the\n1940 Act) of the Fund’s outstanding Shares provided that any changes to the Fund’s investment objective or 80% policy are\ncommunicated to shareholders at least 60 days prior to such change taking place.

The following descriptions of 1940 Act may assist\ninvestors in understanding the above policies and restrictions.

Borrowing. The 1940 Act restricts\nan investment company from borrowing in excess of 33 1/3% of its total assets (including the amount borrowed, but excluding temporary\nborrowings not in excess of 5% of its total assets). Transactions that are fully collateralized in a manner that does not involve the\nprohibited issuance of a “senior security” within the meaning of Section 18(f) of the 1940 Act shall not be regarded as borrowings\nfor the purposes of the Fund’s investment restriction.

Commodities. The 1940 Act does not\ndirectly restrict an investment company’s ability to invest in commodities or contracts related to commodities, but does require\nthat every investment company have a fundamental investment policy governing such investments. The extent to which the Fund can invest\nin commodities or contracts related to commodities is set out in the investment strategies and policies described in the Prospectus and\nthis SAI.

Concentration. The SEC staff has\ndefined concentration as investing 25% or more of an investment company’s total assets in any particular industry or group of industries,\nwith certain exceptions such as with respect to investments in obligations issued or guaranteed by the U.S. Government or its agencies\nand instrumentalities. For purposes of the Fund’s concentration policy, the Fund may classify and re-classify companies in a particular\nindustry and define and re-define industries in any reasonable manner, consistent with SEC guidance. The Adviser may, but need not, consider\nindustry classifications provided by third parties.

Real Estate. The 1940 Act does not\ndirectly restrict an investment company’s ability to invest in real estate or interests in real estate, but does require that every\ninvestment company have a fundamental investment policy governing such investments. The Fund can invest in real estate or interest in\nreal estate to the extent set out in the investment strategies and policies described in the Prospectus and this SAI.

Senior Securities. Senior securities\nmay include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds from issuing\nsenior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse\nrepurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover\nsuch obligation. Further, under the 1940 Act, the Fund is not permitted to issue preferred stock unless immediately after such issuance\nthe value of the Fund’s total assets is at least 200% of the liquidation value of the outstanding preferred stock (i.e., the liquidation\nvalue may not exceed 50% of the Fund’s total assets). In addition, Rule 18f-4 under the Investment Company Act permits the Fund\nto enter into derivatives transactions, notwithstanding the prohibitions and restrictions on the issuance of senior securities under the\n1940 Act, provided that the Fund complies with the conditions of Rule 18f-4.

Underwriting. Under the 1940 Act,\nunderwriting securities involves an investment company purchasing securities directly from an issuer for the purpose of selling (distributing)\nthem or participating in any such activity either directly or indirectly.

Lending. Under the 1940 Act, an\ninvestment company may only make loans if expressly permitted by its investment policies.

MANAGEMENT OF THE FUND

Board Composition

Our Board consists of five members. The Board\nis divided into three classes, with the members of each class serving staggered, three-year terms; however, the initial members of the\nthree classes have initial terms of one, two and three years, respectively. The term of our Class I Directors will expire at the 2026\nannual meeting of stockholders; the term of any Class II Director will expire at the 2027 annual meeting of stockholders; and the terms\nof our Class III Directors will expire at the 2028 annual meeting of stockholders.

Nicolas Carter serves as a Class I Director (with\na term expiring in 2026); Marc Weinstein and Alex Yeh serve as Class II Directors (with terms expiring 2027); Andrew Kang and J. Michael\nFields serve as Class III Directors (with terms expiring in 2028).

A majority of the Board consists of Directors\nwho are not “interested persons” of the Fund, of the Adviser, or of any of their respective affiliates, as defined in Section\n2(a)(19) of the 1940 Act (“Independent Directors”).

Consistent with these considerations, after review\nof all relevant transactions and relationships between each Director, or any of his or her family members, and the Fund, the Adviser,\nor of any of their respective affiliates, the Board has determined that J. Michael Fields, Nicolas Carter, and Alex Yeh each qualify as\nIndependent Directors. Each Director who serves on the Audit Committee is an “independent director” for purposes of Rule 10A-3\nunder the Exchange Act.

Directors and Officers

The following tables provide information regarding\neach of our Directors and Officers.

Independent Directors

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n Name, \n Address*, \n Year of Birth	Position(s) with \nthe Fund, Term \nand Length of \nTime Served	Principal Occupation(s) During \nPast 5 Years	Number of \nPortfolios \nin Fund \nComplex Overseen \nby Director	Other Directorships \n Held \nby Director \nDuring Past 5 Years
\n Nicolas Carter \n 1992	Director, term expiring 2026, since March 2026	General Partner, Castle Island Ventures (since 2018); Cofounder and Chairman, Coin Metrics (2017-2025)	1	Surus; Mountain Protocol; Mash; Hata; Project Eleven
J. Michael Fields \n1973	Director, term expires 2028, since August 2025	Independent Consultant (since 2023); Chief Operating Officer, The Strategic Group (2017-2023)	1	\n Constitutional Capital Access Fund; Redwood Private Real Estate Private\n Debt Fund; \n Aether Infrastructure & Natural Resources Fund; \n Callodine Specialty Income Fund; \n Megacorn Fund; \n Pursuit Asset-Based Income Fund; Equi Multi-Strategy Fund
\n Alex Yeh \n 1995	Director, term expires 2027, since August 2025	Founder & CEO, GMI Cloud (Since 2021); Director, Globaltec Capital (2019 - Present); Partner, Infinity Ventures Capital (2021-2025)	1	None

* The address of each Director is 151 Calle\nde San Francisco, Suite 200, San Juan, Puerto Rico 00901, unless otherwise noted.

Interested Directors

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n

Name,
\n Address*,
\n Year of Birth

Position(s) with
\nthe Fund, Term
\nand Length of
\nTime Served

Principal Occupation(s)
\nDuring Past 5 Years

Number of
\nPortfolios in Fund
\nComplex Overseen
\nby Director

Other
\n Directorships
\n Held by
\nDirector
\n During Past 5
\n Years

Andrew Kang

1993

Director, term expires 2028, since May 2025; President, since May 2025; Chief Executive Officer since May 2026

Founding Partner, Mechanism Capital (since 2020);

Managing Member, FP Strategies LLC (since 2025)

None

Marc Weinstein

1988

Director, term expires 2027, since May 2025; Chief Operating Officer Since April 2026

Partner, Mechanism Capital (since 2020); Manager, Satya Advisory LLC (since 2021); Managing Member, FP Strategies LLC (since 2025)

None

* The address of each Director is 151 Calle\nde San Francisco, Suite 200, San Juan, Puerto Rico 00901, unless otherwise noted.

** Andrew Kang and Marc Weinstein are interested\ndirectors because of their positions with the Adviser.

Officers who are not Directors

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name, \nAddress*, \nYear of Birth	Position(s) with the Fund, \nTerm and Length of Time \nServed	*Principal Occupation(s) During Past 5 Years*
\n Lance Baker \n 1971	Treasurer, Principal Financial Officer, since August 2025	Founding Partner, NexTier Solutions Inc. (since 2017)
\n Andy Chica \n 1975	Chief Compliance Officer, since August 2025	\n Principal, NexTier Solutions (since 2022); Chief Compliance Officer\n and \n Compliance Director, Cipperman Compliance Services, LLC (2019 to 2022)
Bill Hughes** 1980	Secretary, since July 2026	Vice President, Legal & Policy, FP Strategies LLC (since 2026); Senior Counsel & Director of Global Regulatory Matters, ConsenSys (software development) (2021 to 2026).

* The address of each officer is P.O. Box\n847, Morrisville, North Carolina 27560, unless otherwise noted.

** The address for Bill Hughes is 151 Calle de\nSan Francisco, Suite 200, San Juan, Puerto Rico 00901.

Biographical Information

Brief biographies of our officers and Directors\nare set forth below. Also included below following each biography is a brief discussion of the specific experience, qualifications, attributes\nor skills that led our Board to conclude that the applicable Director should serve on our Board at this time.

Nicolas Carter serves as a Director.\nHe has served as General Partner of Castle Island Ventures, a blockchain-focused venture capital fund based in Boston, Massachusetts,\nsince June 2018. He co-founded and was Chairman of Coin Metrics, a crypto capital markets data and analytics platform, between January\n2017 and July 2025. Mr. Carter currently serves as a board member of Project Eleven (since January 2026), Surus (since February 2025),\nMountain Protocol (since August 2024), and Mash (since February 2023). He previously served as a compensated advisor to Core Scientific\nfrom June 2022 to December 2024 and was on the board of Hata between October 2024 and March 2026. Mr. Carter holds a Master of Science\nin Finance and Investment from the University of Edinburgh and a Bachelor of Arts in Philosophy and International Relations from the University\nof St Andrews (2010-2014).

J. Michael Fields serves as a Director.\nMr. Fields has more than 20 years of experience in the financial services industry, including experience serving as a consultant and executive\nofficer of financial services companies. Mr. Fields also serves on multiple registered investment company boards as an independent director.\nMr. Fields currently serves as an independent consultant. Prior to this, from 2017 to 2023, Mr. Fields was the Chief Operating Officer\nat the Strategic Group, a holding company for private real estate assets. Mr. Fields’ extensive experience in the financial services\nsector, and as a member of various investment company boards make him qualified to serve as a director of the Fund. Mr. Fields holds an\nMBA from University of Central Florida and Bachelor of Science from the University of Florida.

Alex Yeh serves as a Director.\nMr. Yeh is an entrepreneur and investor with a broad range of experience across venture capital, financial services, and cloud\ninfrastructure. He is currently the Founder and Chief Executive Officer of GMI Cloud, an AI-native cloud infrastructure provider\nserving enterprise customers in the United States and Asia. Since 2019, he has also been a Director at Globaltec Capital, where he\noversees portfolio management and asset allocation across direct investments and fund-of-fund strategies. Mr. Yeh previously served\nas a Partner at IVC, a Web3-focused venture firm, and as an Entrepreneur in Residence at HOF Capital. Earlier in his career, he\nworked in venture and investment banking roles at Mesh Ventures and Credit Suisse. Mr. Yeh holds a Bachelor of Applied Science in\nMaterials Science Engineering from The Johns Hopkins University, with a minor in Entrepreneurship and Management. Mr. Yeh’s\noperational leadership, cross-border investment experience, and deep understanding of emerging technologies qualify him to serve as\na Director of the Fund.

Andrew Kang serves as a Director,\nthe Chair of the Board, and as the President and Chief Executive Officer of the Fund. Mr. Kang is a respected investor and entrepreneur\nknown for his analytical rigor and deep expertise in digital asset markets. Mr. Kang founded Mechanism Capital in 2020. As the Founding\nPartner of Mechanism Capital, he has played a pivotal role in identifying and supporting early-stage blockchain ventures and DeFi protocols.

In recent years, Mr. Kang has expanded Mechanism’s\nmandate into frontier technologies, leading investments across artificial intelligence, robotics, longevity, and advanced energy systems.\nHe was an early investor in Figure AI and Apptronik, two of the world’s leading humanoid robotics companies.

Marc Weinstein serves as a Director\nand as the Chief Operating Officer of the Fund. Mr. Weinstein is a seasoned finance professional and investor with a proven track record\nacross capital markets and early-stage ventures. He started his career in investment banking at Jefferies and Morgan Stanley, then became\nan entrepreneur with his first company, TINCO. TINCO was built to protect investors from the inflationary impact of quantitative easing.

After TINCO, Mr. Weinstein built and sold 90sFest,\na leading business in the live entertainment industry. In 2017, after selling 90sFest, Mr. Weinstein joined the digital assets industry\nfull time as Principal at Wave Financial, one of the first registered investment advisors focused on digital assets. He led Wave’s\nventure capital business leading investments into dozens of protocols like NEAR and Securitize.

Lance Baker serves as Chief Financial\nOfficer of the Fund, and is the Founder, Principal, and President of NexTier Solutions. He has over 25 years of professional experience\nin financial management and corporate accounting. Mr. Baker attended UNC Kenan-Flagler Business School, with a BS in Business Administration\nand an MAC in Accounting.

Andy Chica serves as Chief Compliance\nOfficer of the Fund, and is a Principal of NexTier Solutions and is responsible for the growth and development of the outsourced Chief\nCompliance Officer solution service offering. Mr. Chica has over 20 years of experience in the financial services industry working in\ndedicated compliance roles for asset managers and registered funds. From 2019 until he joined NexTier Solutions in January 2022, Mr. Chica\nwas the Director of Compliance at a compliance consulting firm where he was responsible for serving over 15 clients with over 9 separate\nCCO engagements. Prior to serving as an outsourced CCO, Mr. Chica served as in-house Chief Compliance Officer of Hatteras Investment Partners\nfrom 2007 to 2019 where he was also a partner and member of the firm’s Executive Management Committee. Prior to his role at Hatteras,\nMr. Chica was the Compliance Director for UMB Fund Services, Inc., and Vice President of Compliance with U.S. Bank Global Fund Services.\nMr. Chica is a graduate of the University of Notre Dame with a BBA in Accounting.

The directors shall serve until the completion\nof their respective terms, and until their successors are duly elected and qualify. A Board member may resign upon written notice to the\nother members and may only be removed for cause by a vote of the investors holding not less than two-thirds of the total number of votes\neligible to be cast by all investors. Any and all vacancies on the Board may be filled only by the affirmative vote of a majority of the\nremaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy\nwill serve for the remainder of the full term of the departing board member, and until a successor is elected and qualifies.

Bill Hughes serves as Secretary of the Fund and is the\nVice President of Legal and Policy at FP Strategies LLC. He shapes the firm’s public policy engagement on humanoid robotics and\nphysical AI while leading its legal and compliance functions. He was previously Senior Counsel and Director of Global Regulatory Matters\nat MetaMask, and has served as a legal advisor to Ethereal Ventures, a director of the Blockchain Association, an Associate Deputy Attorney\nGeneral at the Department of Justice, and a Special Assistant to the President at the White House. Before going in-house and his government\nservice, he was an attorney at Sullivan & Cromwell. Mr. Hughes received a B.A. in History and Mathematics from Vanderbilt University,\nand a J.D. from the University of Virginia School of Law.

Board Leadership Structure and Role in Risk\nOversight

Overall responsibility for our oversight\nrests with the Board. We have entered into the Advisory Agreement pursuant to which the Adviser will manage the Fund on a day-to-day\nbasis. The Board is responsible for overseeing the Adviser and our other service providers in accordance with the provisions of the\n1940 Act, applicable provisions of state and other laws and our charter. The Board is composed of five members, three of whom are\nIndependent Directors. The Board meets at regularly scheduled quarterly meetings each year. In addition, the Board may hold special\nin-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between\nregular meetings. As described below, the Board has established a Nominating and Corporate Governance Committee, a Compensation\nCommittee and an Audit Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board in\nfulfilling its oversight responsibilities.

The Board has appointed Andrew Kang to serve in\nthe role of Chair of the Board. The Chair’s role is to preside at all meetings of the Board and to act as a liaison with the Adviser,\ncounsel and other Directors generally between meetings. The Chair serves as a key point person for dealings between management and the\nDirectors. The Chair also may perform such other functions as may be delegated by the Board from time to time. The Board reviews matters\nrelated to its leadership structure annually. The Board believes that its leadership structure is appropriate in light of the Fund’s\ncharacteristics and circumstances because the structure allocates areas of responsibility among the individual Directors and the committees\nin a manner that encourages effective oversight. The Board also believes that its size creates a highly efficient governance structure\nthat provides ample opportunity for direct communication and interaction between the Adviser and the Board.

We are subject to a number of risks, including\ninvestment, compliance, operational and valuation risks, among others. Risk oversight forms part of the Board’s general oversight\nof the Fund and is addressed as part of various Board and committee activities. Day-to-day risk management functions are subsumed within\nthe responsibilities of the Adviser and other service providers (depending on the nature of the risk), which carry out our investment\nmanagement and business affairs. The Adviser and other service providers employ a variety of processes, procedures and controls to identify\nvarious events or circumstances that give rise to risks, to lessen the probability of their occurrence and to mitigate the effects of\nsuch events or circumstances if they do occur. Each of the Adviser and other service providers has their own independent interest in risk\nmanagement, and their policies and methods of risk management will depend on their functions and business models. The Board recognizes\nthat it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate\ntheir occurrence or effects. As part of its regular oversight of the Fund, the Board interacts with and reviews reports from, among others,\nthe Adviser, our Chief Compliance Officer, our independent registered public accounting firm and counsel, as appropriate, regarding risks\nfaced by the Fund and applicable risk controls. The Board may, at any time and in its discretion, change the manner in which it conducts\nrisk oversight.

Communications with Directors

Stockholders and other interested parties may\ncontact any member (or all members) of the Board by mail. To communicate with the Board, any individual Directors or any group or committee\nof Directors, correspondence should be addressed to the Board or any such individual Directors or group or committee of Directors by either\nname or title. All such correspondence should be sent to RoboStrategy Inc., 151 Calle de San Francisco, Suite 200, San Juan Puerto Rico\n00901, Attention: Chair of the Audit Committee.

Board Committees

Audit Committee Governance, Responsibilities\nand Meetings

In accordance with its written charter adopted\nby the Board, the Audit Committee:

\n\n

●

assists the Board’s oversight\nof the integrity of our financial statements, the independent registered public accounting firm’s qualifications and independence,\nour compliance with legal and regulatory requirements and the performance of our independent registered public accounting firm;

\n\n

●

prepares an Audit Committee\nreport, if required by the SEC, to be included in our annual proxy statement;

\n\n

●

oversees the scope of the annual\naudit of our financial statements, the quality and objectivity of our financial statements;

\n\n

●

accounting and financial reporting\npolicies and internal controls;

\n\n

●

determines the selection, appointment,\nretention and termination of our independent registered public accounting firm, as well as approving the compensation thereof;

\n\n

●

pre-approves all audit and\nnon-audit services provided to us and certain other persons by such independent registered public accounting firm; and

\n\n

●

acts as a liaison between our\nindependent registered public accounting firm and the Board.

J. Michael Fields, Nicolas Carter, and Alex Yeh\nare members of the Audit Committee and J. Michael Fields serves as Chair.

Our Board has determined that each Audit Committee\nmember meets the current independence and experience requirements of Rule 10A-3 of the Exchange Act. Our Board has determined that J.\nMichael Fields is an audit committee financial expert as defined under SEC rules.

During the fiscal year ended\nAugust 31, 2026, the Audit Committee met 3 times.

Nominating and Corporate Governance Committee\nGovernance, Responsibilities and Meetings

In accordance with its written charter adopted\nby the Board, the Nominating and Corporate Governance Committee:

\n\n

●

recommends to the Board persons\nto be nominated by the Board for election at the Fund’s meetings of our stockholders, special or annual, if any, or to fill any\nvacancy on the Board that may arise between stockholder meetings;

\n\n

●

makes recommendations with\nregard to the tenure of the Directors;

\n\n

●

is responsible for overseeing\nan annual evaluation of the Board and its committee structure to determine whether the structure is operating effectively; and

\n\n

●

advises the Board on corporate\ngovernance matters generally.

The Nominating and Corporate Governance Committee\nwill consider for nomination to the Board candidates submitted by our stockholders or from other sources it deems appropriate.

J. Michael Fields, Nicolas Carter, and Alex Yeh\nare members of the Nominating and Corporate Governance Committee and Alex Yeh serves as Chair.

During the fiscal year ended August 31, 2026,\nthe Nominating and Corporate Governance Committee meet once.

Compensation Committee

In accordance with its written charter adopted\nby the Board, the Compensation Committee (i) reviews and approves the compensation, if any, paid by the Fund to each of the Fund’s\nexecutive officers, including reimbursement by the Fund of the allocable portion of the compensation of the Fund’s Principal Financial\nOfficer and Chief Compliance Officer, (ii) has primary responsibility for periodically reviewing and recommending for approval by the\nBoard the compensation, if any, paid to directors who are not “interested persons” of the Fund (as defined in Section 2(a)(19)\nof the 1940 Act), and (iii) oversees the Fund’s compensation policies generally and makes recommendations to the Board regarding\nany incentive compensation and equity-based plans of the Fund that are subject to Board approval.

J. Michael Fields, Nicolas Carter, and Alex Yeh\nare members of the Compensation Committee and the Chair of the committee is Nicolas Carter.

During the fiscal year ended August 31, 2026,\nthe Compensation Committee did not meet.

Director Nominations

Nomination for election as a Director may be made\nby, or at the direction of, the Nominating and Corporate Governance Committee or by stockholders in compliance with the procedures set\nforth in our bylaws. Our Nominating and Corporate Governance Committee will consider qualified Director nominees recommended by stockholders\nwhen such recommendations are submitted in accordance with our bylaws and any applicable law, rule or regulation regarding Director nominations.\nWhen submitting a nomination for consideration, a stockholder must provide certain information that would be required under applicable\nSEC rules, including the following minimum information for each Director nominee: full name, age and address; principal occupation during\nthe past five years; current directorships on publicly held companies and investment companies; number of our securities owned, if any;\nand, a written consent of the individual to stand for election if nominated by our Board and to serve if elected by our stockholders.

Stockholder proposals or director nominations\nto be presented at the annual meeting of stockholders, other than stockholder proposals submitted pursuant to the SEC’s Rule 14a-8,\nmust be submitted in accordance with the advance notice procedures and other requirements set forth in our bylaws. These requirements\nare separate from the requirements discussed above to have the stockholder nomination or other proposal included in our proxy statement\nand form of proxy/voting instruction card pursuant to the SEC’s rules.

Our bylaws require that the proposal or recommendation\nfor nomination must be delivered to, or mailed and received at, the principal executive offices of the Fund not earlier than the 150th\nday prior to the one year anniversary of the date the Fund’s proxy statement for the preceding year’s annual meeting, or later\nthan the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting. If\nthe date of the annual meeting has changed by more than 30 days from the first anniversary of the date of the preceding year’s annual\nmeeting, stockholder proposals or director nominations must be so received not earlier than the 150th day prior to the date of such annual\nmeeting and not later than the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement\nof the date of such meeting is first made.

In evaluating director nominees, the Nominating\nand Corporate Governance Committee considers, among others, the following factors:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	whether the individual possesses high standards of character and integrity, relevant experience, a willingness to ask hard questions and the ability to work well with others;

	●	whether the individual is free of conflicts of interest that would violate applicable law or regulation or interfere with the proper performance of the responsibilities of a director;

	●	whether the individual is willing and able to devote sufficient time to the affairs of the Fund and be diligent in fulfilling the responsibilities of a director and Board committee member;

	●	whether the individual has the capacity and desire to represent the balanced, best interests of the stockholder as a whole and not a special interest group or constituency; and

	●	whether the individual possesses the skills, experiences (such as current business experience or other such current involvement in public service, academia or scientific communities), particular areas of expertise, particular backgrounds, and other characteristics that will help ensure the effectiveness of the Board and Board committees.

The Nominating and Corporate Governance Committee’s\ngoal is to assemble a board that brings to the Fund a variety of perspectives and skills derived from high-quality business and professional\nexperience.

Other than the foregoing, there are no stated\nminimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider other factors as\nthey may deem are in the best interests of the Fund and its stockholders. The Board also believes it appropriate for certain key members\nof our management to participate as members of the Board.

The Nominating and Corporate Governance Committee\nidentifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board\nwith skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination.\nIf any member of the Board does not wish to continue in service or if the Nominating and Corporate Governance Committee decides not to\nre-nominate a member for re-election, the Nominating and Corporate Governance Committee identify the desired skills and experience of\na new nominee in light of the criteria above. The members of the Board are polled for suggestions as to individuals meeting the aforementioned\ncriteria. Research may also be performed to identify qualified individuals. To date, we have not engaged third parties to identify or\nevaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third-party search firm,\nif necessary.

Director Compensation

The following table sets forth the compensation\nreceived by our Directors for the year ending August 31, 2026. The Fund does not maintain a pension plan or retirement plan for any of\nthe Directors.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Aggregate\n Compensation From \n Fund	Total\n Compensation from Fund and Fund \n Complex Paid to Directors
Interested\n Directors
Andrew\n Kang	-	-
Marc\n Weinstein	-	-
Independent\n Directors
Nicolas\n Carter	$30,000	$30,000
J.\n Michael Fields	$32,500	$32,500
Alex\n Yeh	$30,000	$30,000

No compensation is paid to our Directors considered\nto be “interested persons” as defined in the 1940 Act. Our Independent Directors who do not also serve in an officer capacity\nfor us or the Adviser are entitled to receive annual cash retainer fees, fees for participating in in-person Board and committee meetings\nand annual fees for serving as a committee chairperson.

The Independent Directors receive an annual fee\nof $40,000, with the Chair of the Audit Committee and Nominating Committee each receiving an additional $10,000 fee. The Independent Directors\ndo not receive additional fees for attending regular quarterly meetings, however, Independent Directors will receive an additional fee\nof $2,500 for any special meeting. They also receive reimbursements of reasonable out-of-pocket expenses incurred in connection with attending\nin person or telephonically each regular Board meeting.

Officer Compensation

Except as specified in the Advisory Agreement,\nnone of our officers who are also officers or employees of our Adviser will receive direct compensation from us. We do not currently have\nany employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees\nor officers of our Adviser or by individuals who were contracted by us or our Adviser to work on our behalf.

Director Ownership of Common Stock

The table below sets forth the dollar range\nof the value of our common stock that is owned beneficially by each Director as of August 31, 2026. For purposes of this table, beneficial\nownership is defined to mean a direct or indirect pecuniary interest.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

*Name\n of Director*	Dollar\n Range of Equity Securities in the \n Fund⁽¹⁾⁽²⁾	Dollar\n Range of Equity Securities in the \n Fund Complex⁽¹⁾⁽²⁾
Interested\n Directors
Andrew\n Kang	Over\n $100,000	Over\n $100,000
Marc\n Weinstein	Over\n $100,000	Over\n $100,000
Independent\n Directors
J.\n Michael Fields	Over\n $100,000	Over\n $100,000
Alex\n Yeh	None	None
Nicolas\n Carter	Over\n $100,000	Over\n $100,000

\n \n \n \n

(1)	Dollar ranges are as follows: None; $1 - $10,000; $10,001 - $50,000; $50,001 - $100,000; or over $100,000.

\n \n \n \n

(2)	Value based on August 31, 2026 closing price for the Fund’s\n shares of $26.07.

Code of Ethics

We and the Adviser have each adopted a code of\nethics pursuant to Rule 17j-l under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities\ntransactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that\nmay be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Our code of ethics\nis available, free of charge, on our website at https://www.robostrategy.co/. The code of ethics is attached as an exhibit hereto and\nis available on the EDGAR Database on the SEC’s website at http://www.sec.gov.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

Beneficial ownership is determined in accordance\nwith the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person\nhas or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire\nsuch powers within 60 days. The following table sets forth the beneficial ownership as indicated in the Fund’s books and records\nof each current Director, the Fund’s officers, the officers and Directors as a group, and each person known to us to beneficially\nown 5% or more of the outstanding shares of our common stock.

The table shows such ownership as of September\n29, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

*Name\n and Address*	*Shares\n owned*	*Percentage⁽¹⁾*
Interested\n Directors
Andrew\n Kang^(2)*	9,870,372	40.31%
Marc\n Weinstein^(3)*	996,031	4.07%
Independent\n Directors
Nicolas\n Carter*	10,000	0.04%
J.\n Michael Fields*	10,000	0.04%
Alex\n Yeh*	0	0\n
Officers
Lance\n Baker \n P.O. Box 847 \n Morrisville, North Carolina 27560	0	0\n
Andy Chica \n P.O. Box 847 \n Morrisville, North Carolina 27560	0	0\n
All\n officers and Directors as a group (7 persons)	10,886,403	44.46%

*The address for this Director and/or officer\nis c/o 151 Calle de San Francisco, Suite 200, San Juan Puerto Rico 00901.

\n \n \n \n

(1)	Percentage based on 24,486,741 shares issued and outstanding as\n of September 29, 2026.

\n \n \n \n

(2)

Andrew Kang is the beneficial owner of 2,054,000 shares of the Fund\n held directly, and 3,725,000 shares of the Fund through Dry Thunder LLC, 1,774,685 shares of the Fund through Android 20 LLC and,\n 2,027,687 shares of the Fund through Android 21 LLC, and 289,000 shares of the Fund through FP Strategies LLC and its subsidiary,\n each of which he controls.

\n \n \n \n

(3)	Marc Weinstein is the beneficial owner of 750,000 shares of the Fund through Satya Management LLC and 195,031 shares of the Fund through Satya Robo Holdings LLC, each of which he controls. He is also the beneficial owner of 51,000 shares of the Fund through FP Strategies LLC and its subsidiary.

INVESTMENT ADVISER AND OTHER SERVICE PROVIDERS

The Adviser

The Adviser was formed on June 16, 2025 as a limited\nliability company under the laws of Puerto Rico. The principal address of the Adviser is 151 Calle de San Francisco, Suite 200, San Juan,\nPuerto Rico 00901, and its phone number is (787) 722-6881. The Adviser is owned and controlled by its members, Andrew Kang and Marc Weinstein.

Portfolio Management

Andrew Kang and Marc Weinstein are responsible\nfor the day-to-day management of the Fund’s portfolio.

Other Accounts Managed by the Portfolio\nManagers

The following table sets forth information\nabout funds and accounts other than the Fund for which the portfolio managers are primarily responsible for the day-to-day portfolio\nmanagement as of August 31, 2026:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n	Number \n of \n Accounts	Total\n Assets \n in \n Accounts \n ($ million)	Number\n of \n Accounts Subject \n to \n a Performance- \n Based Advisory \n Fee	Total\n Assets in \n Accounts Subject \n to \n a Performance- \n Based Advisory \n Fee \n ($ million)
*Andrew\n Kang*
Registered\n Investment Companies	-	$\n -	-	$\n -
Other\n Pooled Investment Vehicles	10	$\n 133.0	7	$\n 90.6
Other\n Accounts	-	$\n -	-	$\n -
*Marc\n Weinstein*
Registered\n Investment Companies	-	$\n -	-	$\n -
Other\n Pooled Investment Vehicles	-	$\n -	-	$\n -
Other\n Accounts	-	$\n -	-	$\n -

Portfolio Manager Compensation Overview

The discussion below describes the portfolio managers’\ncompensation:

The portfolio managers currently receive no compensation\nbeyond their ownership in the Adviser and the Fund.

Securities Ownership of Portfolio Managers

The table below shows the dollar range of\nshares of our common stock be beneficially owned by the portfolio managers as of August 31, 2026 stated as one of the following dollar\nranges: None; $1-$10,000; $10,001-$50,000; $50,001-$100,000; $100,001-$500,000; $500,001-$1,000,000; or over $1,000,000.

\n \n \n \n \n \n \n \n \n \n

Name	*Dollar Range of Equity Securities in the Fund⁽¹⁾⁽²⁾*
Andrew Kang	Over $1,000,000
Marc Weinstein	Over $1,000,000

\n \n \n \n

1.	Beneficial ownership determined in accordance with Rule 16a-1(a)(2) promulgated under the Exchange Act.

\n \n \n \n

2.	Value based on August 31, 2026 closing price for the Fund’s\n shares of $26.07.

Portfolio Manager Conflicts of Interest

The Fund’s portfolio managers have several\nconflicts of interest as a result of the other activities in which they engage. The Adviser is affiliated with other entities engaged\nin the financial services business. These other relationships may cause the Adviser’s and certain of its affiliates’ interests,\nand the interests of their officers and employees, including the portfolio managers, to diverge from our interests and may result in conflicts\nof interest that may not be foreseen or resolved in a manner that is always or exclusively in our best interest. The Adviser and its affiliates\nhave entered into, and may in the future enter into, additional business arrangements with certain of our stockholders. More information\nregarding conflicts of interest is included in the section below entitled “Conflicts of Interest.”

Administrator and Accounting Agent

U.S. Bancorp Fund Services, LLC doing business\nas U.S. Bancorp Global Fund Services, LLC (the “Administrator”) with offices located at 777 East Wisconsin Avenue, 4^th\nFloor, Milwaukee, WI 53212, serves as administrator and accounting agent for the Fund. For its services, the Administrator is paid a fee\nbased upon a percentage of the average net assets of the Fund, subject to a minimum annual fee, as well as certain fixed fees and expenses.

Transfer Agent

Computershare Trust Company, N.A. (the “Transfer\nAgent”) located at 150 Royall Street, Canton, Massachusetts 02021, serves as transfer agent and registrar for the Fund pursuant\nto a Transfer Agency and Service Agreement between the Fund, the Transfer Agent and Computershare, Inc.

Custodian

U.S. Bank, N.A. (the “Custodian”),\nwith principal offices at 1555 North RiverCenter Drive, Suite 302, Milwaukee, WI 53212, serves as custodian for the securities and cash\nof the Fund’s portfolio. Under a Custody Agreement, the Custodian holds the Fund’s assets in safekeeping and keeps all necessary\nrecords and documents relating to its duties.

CONFLICTS OF INTEREST

The Adviser or its affiliates provide or may provide\ninvestment advisory and other services to various entities. The Adviser, and certain of its investment professionals and other principals,\nmay also carry on substantial investment activities for their own accounts, for the accounts of family members and for other accounts\n(collectively, with the other accounts advised by the Adviser and its affiliates, “Other Accounts”). The Fund has no interest\nin these activities. The Adviser and its affiliates may receive payments from private equity sponsors or others in connection with such\nactivities. As a result of the foregoing, the Adviser and the investment professionals who, on behalf of the Adviser, manage the Fund’s\ninvestment portfolio will be engaged in substantial activities other than on behalf of the Fund, may have differing economic interests\nin respect of such activities, and may have conflicts of interest in allocating their time and activity between the Fund and Other Accounts.\nSuch persons will devote only so much of their time as in their judgment is necessary and appropriate.

There also may be circumstances under which the\nAdviser will cause one or more Other Accounts to commit a larger percentage of its assets to an investment opportunity than to which the\nAdviser will commit the Fund’s assets. There also may be circumstances under which the Adviser will consider participation by Other\nAccounts in investment opportunities in which the Adviser does not intend to invest on behalf of the Fund, or vice versa.

The Adviser also intends to compensate, from its\nown profits from managing the Fund or other resources, brokers, dealers or other financial intermediaries in connection with the distribution\nof Shares and also in connection with various other services including those related to the support and conduct of due diligence, investor\naccount maintenance, the provision of information and support services to clients and the inclusion on preferred provider lists. Such\ncompensation may take various forms, including a fixed fee, a fee determined by a formula that takes into account the amount of client\nassets invested in the Fund, the timing of investment or the overall NAV of the Fund, the success or overall net revenues of the Fund,\nor a fee determined in some other method by negotiation between the Adviser and such financial intermediaries. Each financial intermediary\nalso may charge investors, at the financial intermediary’s discretion, a placement fee based on the purchase price of Shares purchased\nby the investor. All or a portion of such compensation may be paid by a financial intermediary to the financial advisory personnel involved\nin the sale of Shares. As a result of the various payments that broker-dealer, investment advisor or financial intermediaries may receive\nfrom investors and the Adviser, the amount of compensation that any financial intermediary may receive in connection with the sale of\nShares in the Fund may be greater than the compensation it may receive for the distribution of other investment products. This difference\nin compensation may create an incentive for financial intermediaries to recommend the Fund over another investment product.

Financial intermediaries may be subject to certain\nconflicts of interest with respect to the Fund. For example, the Fund, the Adviser, portfolio companies or investment vehicles managed\nor sponsored by the Adviser may (i) purchase securities or other assets directly or indirectly from, (ii) enter into financial or other\ntransactions with or (iii) otherwise convey benefits through commercial activities to a financial intermediary. As such, certain conflicts\nof interest may exist between such persons and a financial intermediary. Such transactions may occur in the future and generally there\nis no limit to the amount of such transactions that may occur.

Financial intermediaries may perform investment\nadvisory and other services for other investment entities with investment objectives and policies similar to those of the Fund. Such entities\nmay compete with the Fund for investment opportunities and may invest directly in such investment opportunities. Financial intermediaries\nthat invest in portfolio companies may do so on terms that are more favorable than those of the Fund.

A financial intermediary may provide financing,\ninvestment banking services or other services to third parties and receive fees therefor in connection with transactions in which such\nthird parties have interests, which may conflict with those of the Fund. A financial intermediary may give advice or provide financing\nto such third parties that may cause them to take actions adverse to the Fund. A financial intermediary may directly or indirectly provide\nservices to, or serve in other roles for compensation for, the Fund. These services and roles may include (either currently or in the\nfuture) managing trustee, managing member, general partner, investment manager or advisor, investment sub-advisor, placement agent, broker,\ndealer, selling agent and investor servicer, custodian, transfer agent, fund administrator, prime broker, recordkeeper, shareholder servicer,\ninterfund lending servicer, Fund accountant, transaction (e.g., a swap) counterparty and/or lender. A financial intermediary may provide\ncertain such services to the Fund in connection with the Fund obtaining a credit facility, if any.

In addition, issuers of securities held by the\nFund may have publicly or privately traded securities in which a financial intermediary is an investor or makes a market. The trading\nactivities of financial intermediaries generally will be carried out without reference to positions held by the Fund and may have an effect\non the value of the positions so held or may result in a financial intermediary having an interest in the issuer adverse to the Fund.\nNo financial intermediary is prohibited from purchasing or selling the securities of, otherwise investing in or financing issuers in which\nthe Fund has an interest.

A financial intermediary may sponsor, organize,\npromote or otherwise become involved with other opportunities to invest directly or indirectly in the Fund. Such opportunities may be\nsubject to different terms than those applicable to an investment in the Fund, including with respect to fees and the right to receive\ninformation.

Set out below in “Participation in Investment\nOpportunities” and “Other Matters” are practices that the Adviser may follow.

Participation in Investment Opportunities

Directors, principals, officers, employees and\naffiliates of the Adviser may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts\nof interest with respect to investments made on behalf of the Fund. As a result of differing trading and investment strategies or constraints,\npositions may be taken by directors, principals, officers, employees and affiliates of the Adviser, or by the Adviser for the Other Accounts,\nor any of their respective affiliates on behalf of their own other accounts that are the same as, different from or made at a different\ntime than positions taken for the Fund.

Other Matters

The Adviser and its affiliates will not purchase\nsecurities or other property from, or sell securities or other property to, the Fund, except that the Fund may, in accordance with rules\nunder the 1940 Act, engage in transactions with accounts that are affiliated with the Fund as a result of common officers, directors,\nAdvisers, members or managing general partners. These transactions would be effected in circumstances in which the Adviser determined\nthat it would be appropriate for the Fund to purchase and another client to sell, or the Fund to sell and another client to purchase,\nthe same security or instrument on the same day.

Future investment activities of the Adviser and\nits affiliates and their principals, partners, members, directors, officers or employees may give rise to conflicts of interest other\nthan those described above.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Since the Fund intends to generally acquire\nand dispose of its investments in privately negotiated transactions, it expects to infrequently use brokers in the normal course of\nits business. Subject to policies established by the Board, the Adviser will be responsible for the execution of the publicly traded\nsecurities portion of the Fund’s portfolio transactions, if any, and the allocation of brokerage commissions. The Adviser will\nseek to obtain the best net results for the Fund, taking into account such factors as price (including the applicable brokerage\ncommission or dealer spread), size of order, difficulty of execution and operational facilities of the firm and the firm’s\nrisk and skill in positioning blocks of securities. While the Adviser will generally seek reasonably competitive trade execution\ncosts, the Fund will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, the\nAdviser may select a broker based partly upon brokerage or research services provided to it and the Fund and any other clients. In\nreturn for such services, the Fund may pay a higher commission than other brokers would charge if the Adviser determines in good\nfaith that such commission is reasonable in relation to the services provided.

PROXY VOTING POLICIES AND PROCEDURES

The Fund has delegated the voting of proxies in\nrespect of portfolio holdings to the Adviser to vote the proxies in accordance with the Adviser’s proxy voting guidelines and procedures.\nIn general, the Adviser believes that voting proxies in accordance with the policies described below will be in the best interests of\nthe Fund.

The Adviser generally votes to support management\nrecommendations relating to routine matters, such as the election of board members (where no corporate governance issues are implicated)\nor the selection of independent auditors. The Adviser generally votes in favor of management or investor proposals that the Adviser believes\nwill maintain or strengthen the shared interests of investors and management, increase value for investors and maintain or increase the\nrights of investors. On non-routine matters, the Adviser generally votes in favor of management proposals for mergers or reorganizations\nand investor rights plans, so long as it believes such proposals are in the best economic interests of the Fund. In exercising its voting\ndiscretion, the Adviser seeks to avoid any direct or indirect conflict of interest presented by the voting decision.

Information regarding how the Fund voted proxies\nrelating to portfolio securities held by the Fund during the most recent 12-month period ending June 30 will be available (1) without\ncharge, upon request, by calling the Fund at 787-722-6881; (2) on the Fund’s website (https://www.robostrategy.co/); (3) by emailing\nir@fpstrategies.io; and (4) on the SEC’s website at www.sec.gov. In addition, copies of the Fund’s proxy voting policies and\nprocedures are also available by calling 787-722-6881 and will be sent within three business days of receipt of a request.

LEGAL MATTERS

ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT

Administrator and Accounting Agent

U.S. Bancorp Fund Services, LLC doing business\nas U.S. Bancorp Global Fund Services, LLC (the “Administrator”), with offices located at 777 East Wisconsin Avenue, 4th Floor,\nMilwaukee, WI 53212, serves as administrator and accounting agent for the Fund. For its services, the Administrator is paid a fee based\nupon a percentage of the average net assets of the Fund, subject to a minimum annual fee, as well as certain fixed fees and expenses.\nDuring the fiscal year ended August 31, 2026, the Fund paid the administrator $145,618 in administration fees.

Transfer Agent

Computershare Trust Company, N.A. (the “Transfer\nAgent”), located at 150 Royall Street, Canton, Massachusetts 02021, serves as transfer agent and registrar for the Fund pursuant\nto a Transfer Agency and Service Agreement between the Fund, the Transfer Agent and Computershare, Inc. During the fiscal year ended\nAugust 31, 2026, the Fund paid the Transfer Agent $85,305 in transfer agency fees.

Custodian

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Grant Thornton LLP, is the independent registered\npublic accounting firm for the Fund and audits the Fund’s financial statements. Grant Thornton LLP is located at 171 N. Clark Street,\nChicago, Illinois 60601.

FINANCIAL STATEMENTS

The following financial statements of RoboStrategy, Inc. are included\nin this statement of additional information:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Unaudited Financial Statements		Page
Schedule of Investments as of February 28, 2026		F-3
Statement of Assets and Liabilities as of February 28, 2026		F-4
Statement of Operations for the For the Period From September 5, 2025 through February 28, 2026		F-5
Statements of Changes in Net Assets For the Period From September 5, 2025 through February 28, 2026		F-6
Statement of Cash Flows for the For the Period From September 5, 2025 through February 28, 2026		F-7
Notes to the Financial Statements		F-8

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Audited Financial Statements		Page
Report of Independent Registered Accounting Firm		F-17
Statement of Assets and Liabilities as of September 5, 2025		F-18
Statement of Operations for the For the Period from May 23, 2025 (Date of Organization) to September 5, 2025		F-19
Statements of Changes in Net Assets for the Period from May 23, 2025 (Date of Organization) to September 5, 2025		F-20
Notes to the Financial Statements		F-21

F-1

Table of Contents

RoboStrategy, Inc.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of Investments	F-3
Statement of Assets and Liabilities	F-4
Statement of Operations	F-5
Statement of Changes in Net Assets	F-6
Statement of Cash Flows	F-7
Notes to Financial Statements	F-8

F-2

RoboStrategy Inc.

Schedule of Investments

As of February 28, 2026 (Unaudited)

Description:	Shares		Fair Value $

Private Investments, at fair value 92.19%

Preferred Stock - 52.18%
Robotics - 50.81%
Allonic, Inc. - Pre-seed Preferred Stock ^(a)(b)(c)		154,798		$	297,349
Apptronik, Inc - Series 1 Seed Preferred Stock ^(a)(b)(c)		513,046			17,746,859
Dexmate Inc. - Series 1 Seed Preferred Stock ^(a)(b)(c)		1,740,280			9,999,997
Dyna Robotics Inc. - Series A Preferred Stock^(a)(b)(c)		1,491,163			37,249,997
Endiatx Inc. - Series A Preferred Stock^(a)(b)(c)		285,322			499,998
Path Robotics, Inc. - Series D Preferred Stock^(a)(b)(c)		773,660			5,999,996
REK, Inc. - Series 1 Seed Preferred Stock^(a)(b)(c)		1,875,891			2,500,000
					74,294,196

Artificial Intelligence - 1.37%
GMI Cloud SAFE ^(a)(b)(c)		1			2,000,000
					2,000,000
Total Preferred Stock					76,294,196

Special Purpose Vehicles - 40.01%
Robotics - 40.01%
AP-1125 Fund V, a series of Capital Factory, LP (invested in Apptronik Inc Series A-1, A-2, and Seed 1 Preferred Stock) ^(a)(b)(c)(d)		2			19,503,143
NV Figure AI Series B QP Partners, LLC (economic exposure to Figure AI, Inc. Series B Preferred Stock) ^(a)(b)(c)(d)		1			37,250,000
PU-1003 Fund I, a Series of the Master partnership (invested in Purple Rhombus LLC SAFE Note) ^(a)(b)(c)(d)		1			250,000
Robostrategy DDGT LLC (invested in Cyan Robotics, Inc. SAFE) ^(a)(b)(c)(d)		1			1,500,000
Total Special Purpose Vehicles					58,503,143

Total Private Investments				$	134,797,339

Common Stock - 0.00%
Retail - 0.00%
Berkshire Hathaway Inc-Cl B ^(a)		1			500
Total Common Stock					500

Total Investments - (Cost - $134,797,839) - 92.19%					134,797,839

Other Assets/Other Liabilities - 7.81%					11,415,541
Net Assets Applicable to Common Shares - 100.0%				$	146,213,380

At February 28, 2026, the tax basis cost\nof the Fund's investments was $134,797,839 and the unrealized appreciation was $0.

\n \n \n \n

(a)	Non-income producing security.

\n \n \n \n

(b)	Level 3 securities fair valued using significant unoberservable inputs.

\n \n \n \n

(c)	Restricted investments as to resale.

\n \n \n \n

(d)

The Fund has a direct investment in an SPV which has invested in an underlying portfolio company. The number of units presented, if applicable, are the units in the SPV owned by the Fund, which represents the equivalent number of securities of the underlying portfolio company for which the investment has economic exposure.

F-3

RoboStrategy, Inc.

Statement of Assets and Liabilities

As of February 28, 2026 (Unaudited)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

ASSETS
Investments at fair value (cost $134,797,839)	$	134,797,839
Cash		12,029,353
Deferred Offering Costs, Net (Note 5)		327,723
Prepaid Expenses		8,936
Total assets	$	147,163,851

LIABILITIES
Accrued Expenses	$	357,143
Payable to Investment Adviser		593,328
Total liabilities	$	950,471

Net assets	$	146,213,380

TOTAL EQUITY:
Subscriptions	$	149,082,251
Accumulated Deficit	$	(2,868,871	)
Total equity	$	146,213,380

Shares of common stock outstanding, (500,000,000 shares authorized with par value of $0.001 per share)		19,908,968
Net asset value per share	$	7.34

F-4

RoboStrategy, Inc.

Statement of Operations

For the Period From September 5, 2025 (Commencement\nof Operations) through
\nFebruary 28, 2026 (Unaudited)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

EXPENSES:
Management Fees	$	1,732,125
Organizational Expenses (Note 5)		498,783
Amortization of Deferred Offering Costs (Note 5)		147,423
Professional Fees		126,283
Fund Administrator Expenses		74,781
Directors' Fees		69,607
Legal Expenses		64,588
Portfolio Expenses		41,579
Transfer Agent Fees		36,874
Insurance		9,863
Custody Expenses		4,900
Other Expenses		62,065
Total expenses		2,868,871
Net investment loss	$	(2,868,871	)
Net decrease in net assets resulting from operations	$	(2,868,871	)

F-5

RoboStrategy, Inc.

Statement of Changes in Net Assets

For the period September 5, 2025 (Commencement\nof Operations) through
\nFebruary 28, 2026 (Unaudited)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Net assets, September 5, 2025 (Commencement of Operations)

Proceeds from Issuance of Shares	$	149,082,251
Net investment income (loss)		(2,868,871	)
Net decrease in net assets from operations		(2,868,871	)
Net assets, February 28, 2026	$	146,213,380

Capital share activity
Issuance of shares		19,908,968
Shares outstanding, February 28, 2026		19,908,968

F-6

RoboStrategy, Inc.

Statement of Cash Flows

For the period September 5, 2025 (Commencement\nof Operations) through
\nFebruary 28, 2026 (Unaudited)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Cash flows from operating activities
Net decrease in net assets from operations	$	(2,868,871	)
Adjustments to reconcile net decrease in net assets from operations to net cash used in operating activities:
Purchase of privately held investments		(134,797,839	)
Amortization of Deferred Offering Costs		147,423
Changes in assets and liabilities:
Prepaid expenses		(8,936	)
Payable to Investment Adviser		593,328
Accrued expenses		357,143
Net cash used in operating activities		(136,577,752	)

Cash flows from financing activities
Proceeds from Issuance of Shares		149,082,251
Deferred offering costs paid		(475,146	)
Net cash provided by financing activities		148,607,105
Net increase in cash and cash equivalents		12,029,353
Cash and cash equivalents, beginning of period		-
Cash and cash equivalents, end of period	$	12,029,353

F-7

RoboStrategy, Inc.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2026

\n \n \n \n

1.	Organization

RoboStrategy, Inc. (the “Fund”)\nwas organized as a Maryland corporation on May 23, 2025, and is registered under the Investment Company Act of 1940, as amended (the “1940\nAct”), as a closed-end management investment company. The Fund is non-diversified for the purposes of the 1940 Act. The Fund is\ngoverned by its Board of Directors (the “Board”). The Investment adviser to the Fund is FP Strategies LLC (the “Adviser”).

The Fund’s authorized capital\nstock consists of 500,000,000 shares of common stock, par value $0.001 per share and no shares of preferred stock. All shares of the Fund’s\ncommon stock have equal rights as to earnings, assets, voting, and other distributions and, when they are issued, will be duly authorized,\nvalidly issued, fully paid and nonassessable. Distributions may be paid to the holders of the Fund’s common stock if, as and when\nauthorized by the Board and declared by the Fund out of the funds legally available.

The Fund seeks to meet its investment\nobjective by investing primarily in equity and equity-linked securities of private and public companies operating in the fields of robotics\nand embodied AI. These portfolio companies may include issuers of common stock, preferred equity, or convertible debt instruments that\ncan convert into such equity interests (and are herein collectively referred to as “equity securities”). The Fund seeks to\nconstruct a high-conviction, thematically aligned portfolio of 20 to 30 positions. Under normal market conditions, the Fund will invest\nat least 80% of its net assets (including borrowings for investment purposes) in equity and equity-linked securities of robotics and embodied\nAI technology companies principally based in the United States.

\n \n \n \n

2.	Summary of Significant Accounting Policies

The following is a summary of significant\naccounting policies consistently followed by the Fund in the preparation of its financial statements. The financial statements have been\nprepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The Fund is\nan investment company and applies specific accounting and financial reporting requirements under Financial Accounting Standards Board\n(“FASB”) Accounting Standards Codification Topic 946, Financial Services-Investment Companies.

\n \n \n \n \n

(a)

Use of Estimates

The preparation of the financial statements\nin conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities\nand disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.

\n \n \n \n \n

(b)

Cash

On February 28, 2026, the Fund held\ncash of $12,029,353 in a custody account at U.S. Bank N.A., which is insured up to $250,000 by the Federal Deposit Insurance Corporation\n(FDIC). The Fund maintains its cash and cash equivalents in financial institutions at levels that have historically exceeded federally-insured\nlimits.

F-8

RoboStrategy, Inc.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2026

\n \n \n \n

2.	Summary of Significant Accounting Policies (cont.)

\n \n \n \n \n

(c)

Indemnifications

In the normal course of business, the\nFund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund’s maximum\nexposure under these arrangements cannot be known; however, the Fund expects any risk of loss to be remote.

\n \n \n \n \n

(d)

Federal Income Taxes

The Fund’s first tax year end\nwill be August 31, 2026. While the Fund intends to be taxed as a regulated investment company under Subchapter M of the Internal Revenue\nCode of 1986, as amended (“RIC”) the Fund has yet to meet the diversification requirements in order to be taxed as a RIC as\nof February 28, 2026. The Fund is currently a corporation for U.S. federal income tax purposes. In the future, if the Fund qualifies as\na RIC, the Fund will not be subject to federal income tax to the extent it distributes substantially all of its net investment income\nand capital gains to shareholders. Therefore, no federal income tax provision is required. When the Fund qualifies as a RIC, no federal\nincome tax provision will be required.

The Fund has not determined the financial\nimpact of the current classification as a corporation for U.S. federal income tax purposes. The financial impact of this classification\ncannot currently be estimated, as the Fund is currently in a net loss situation.

\n \n \n \n \n

(e)

Distribution of Income and Capital Gains

The timing and amount of distributions,\nif any, will be determined by the Board. Any distributions to the shareholders will be declared out of assets legally available for distribution.\nThe Fund intends to focus on making investments that provide the opportunity for capital gains. As a consequence, the Fund does not anticipate\nthat it will pay distributions on a quarterly or other basis or become a predictable distributor of distributions, and the Fund expects\nthat distributions, if any, will be much less consistent than the distributions of companies that primarily make debt investments. The\nspecific tax characteristics of any distributions will be reported to shareholders after the end of the calendar year.

\n \n \n \n \n

(f)

Commitments, Contingencies, and Indemnification

The Fund indemnifies its officers and\ndirectors for certain liabilities that may arise from the performance of their duties to the Fund. Additionally, in the normal course\nof business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnities.\nThe Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the\nFund that have not yet occurred. However, based on industry experience, the Fund expects this risk of loss due to these warranties and\nindemnities to be remote.

F-9

RoboStrategy, Inc.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2026

\n \n \n \n

3.	Fair Value Measurements

Fair Value Measurement

ASC 820 defines fair value as the price\nthat would be received to sell an asset in an orderly transaction between market participants at the measurement date (i.e., an exit price).\nThe Fund determines the fair value of its investments consistent with ASC 820 and Rule 2a-5 under the 1940 Act.

Pursuant to Rule 2a-5, the Board has\ndesignated the Adviser as the Fund’s Valuation Designee to perform fair value determinations in good faith, subject to the Board’s\noversight.

Fair Value Hierarchy

ASC 820 establishes a three-level hierarchy\nfor inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical\nassets and the lowest priority to unobservable inputs.

The three levels of inputs are defined\nas follows:

Level 1-Quoted Prices in Active\nMarkets

Unadjusted quoted prices in active\nmarkets for identical assets that the Fund has the ability to access at the measurement date.

Level 2-Other Significant Observable\nInputs

Inputs other than quoted prices included\nin Level 1 that are observable for the asset, either directly or indirectly. These inputs may include:

\n\n

•

Quoted prices for similar assets\nin active markets

\n \n \n \n \n

•

Quoted prices for identical or similar assets in markets that are not active

\n \n \n \n \n

•

Interest rates, yield curves, credit spreads, prepayment speeds, default rates, or other observable market data

Level 3-Significant Unobservable\nInputs

Inputs that are unobservable and reflect\nthe Adviser’s own assumptions about the assumptions market participants would use in pricing the asset. These valuations require\nsignificant judgment.

The level in the fair value hierarchy\nwithin which an investment is classified is based on the lowest level input that is significant to the fair value measurement in its entirety.

F-10

RoboStrategy, Inc.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2026

\n \n \n \n

3.	Fair Value Measurements (cont.)

Valuation Techniques

Publicly Traded Securities

Investments in publicly traded securities\nare generally valued at the official closing price (or last reported sale price) on the primary exchange on which the security is traded\nas of the close of business on the valuation date. These investments are typically classified within Level 1 of the fair value hierarchy\nunless trading activity is limited or the market is not active.

Investments Valued Using Observable\nInputs

Investments for which quoted prices\nare not readily available but for which observable inputs exist are valued using market-based approaches, including reference to comparable\nsecurities or other observable market data. These investments are generally classified within Level 2.

Private Investments and Other\nIlliquid Securities

Private investments and other securities\nfor which market quotations are not readily available are valued at fair value as determined in good faith by the Adviser, as Valuation\nDesignee, in accordance with the Fund’s valuation policies and procedures.

Valuation methodologies may include,\nbut are not limited to:

\n \n \n \n \n

•

Discounted cash flow analyses

\n \n \n \n \n

•

Income or market approaches

\n \n \n \n \n

•

Recent third-party transactions in the subject investment

\n \n \n \n \n

•

Comparable company or transaction multiples

\n \n \n \n \n

•

Independent third-party appraisals

Such investments are generally classified\nwithin Level 3 of the fair value hierarchy due to the use of significant unobservable inputs.

In certain circumstances, the Fund\nmay elect to measure the fair value of investments in other funds or pooled investment vehicles using the net asset value (“NAV”)\nper share (or its equivalent) as a practical expedient in accordance with ASC 820. Investments valued using NAV as a practical expedient\nare not categorized within the fair value hierarchy.

Fair Value Adjustments

In determining fair value, adjustments\nmay be made to reflect factors including, but not limited to:

\n \n \n \n \n

•

Capital structure and priority of securities

\n \n \n \n \n

•

Credit and market risk

\n \n \n \n \n

•

Restrictions on resale or transfer

F-11

RoboStrategy, Inc.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2026

\n \n \n \n

3.	Fair Value Measurements (cont.)

\n\n

•

Control or minority ownership\nconsiderations

\n\n

•

Liquidity considerations

Because of the inherent uncertainty\nof valuation, the values determined may differ materially from the values that would have been realized had a ready market existed for\nsuch investments.

Net Asset Value

The Fund determines the fair value\nof its investments and calculates its net asset value (“NAV”) as of the close of business on the last business day of each\nfiscal quarter, or at such other times as determined in accordance with the Fund’s governing documents and valuation policies.

Realized and Unrealized Gains and\nLosses

Investment transactions are recorded\non the trade date. Realized gains and losses from investment transactions are determined using the specific identification method for\nfinancial reporting purposes.

Changes in the fair value of investments\nare recorded as unrealized appreciation or depreciation in the Statement of Operations. Upon disposition of an investment, the difference\nbetween the net proceeds received and the cost of the investment is recognized as a realized gain or loss in the Statement of Operations.

The following table summarizes the\nlevels within the fair value hierarchy for the Fund’s assets measured at fair value as of February 28, 2026:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Level 1		Level 2			Level 3		Total
Investments:
Common Stocks	$	500		$	-		$	-	$	500
Convertible Notes		-			-			-		-
Preferred Stocks		-			-			76,294,196		76,294,196
Special Purpose Vehicles ^(a)		-			-			58,503,143		58,503,143
Money Market Funds		-			-			-		-
Total	$	500		$	-		$	134,797,339	$	134,797,839

\n \n \n \n

(a)

Investments in securities may include private investments vehicles formed to invest in a particular portfolio company that rely on an exemption from the 1940 Act pursuant to section 3(c)(1) or section 3(c)(7) (“special purpose vehicles” or “SPVs”). These investments are recorded on the trade date, the date on which the Fund agrees to purchase or sell the securities.

F-12

RoboStrategy, Inc.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2026

\n \n \n \n

3.	Fair Value Measurements (cont.)

The changes in fair value of investments\nand liabilities for which the Fund has used Level 3 inputs to determine the fair value are as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	LEVEL 3 ROLLFORWARD TABLE
	Common \n Stock		Preferred Stock			Special \n Purpose \n Vehicles		Total
Balance as of September 5, 2025 (Commencement of Operations)	$	-		$	-		$	-	$	-
Change in Unrealized Appreciation (Depreciation) on Investments		-			-			-		-
Net Realized Gain (Loss) on Investments		-			-			-		-
Purchases of Investments					76,294,196			58,503,143		134,797,339
Sales of Investments		-			-			-		-
Transfer into Level 3		-			-			-		-
Transfer out of Level 3		-			-			-		-
Balance as of February 28, 2026	$	-		$	76,294,196		$	58,503,143	$	134,797,339
Change in unrealized appreciation (depreciation) during the period for Level 3 investments held at February 28, 2026		-			-			-		-

Investments classified within Level\n3 of the fair value hierarchy represent securities for which significant unobservable inputs are used in determining fair value.

During the reporting period, the fair\nvalue of all Level 3 investments was determined based on the price established in the most recent financing round completed by the respective\nportfolio company, when such transaction was determined to represent an orderly transaction between market participants.

F-13

RoboStrategy, Inc.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2026

\n \n \n \n

3.	Fair Value Measurements (cont.)

In evaluating whether the most recent\nfinancing round was representative of fair value as of the measurement date, the Adviser, as Valuation Designee, considered factors including,\nbut not limited to:

\n \n \n \n \n

•

The proximity of the financing transaction to the measurement date

\n \n \n \n \n

•

Whether the transaction was conducted at arm’s length

\n \n \n \n \n

•

The nature and terms of the securities issued

\n \n \n \n \n

•

The rights and preferences of the securities relative to the Fund’s holdings

\n \n \n \n \n

•

Any changes in the portfolio company’s financial condition, operations, or market conditions since the transaction date

If relevant events or changes in circumstances\noccurred subsequent to the financing round that were deemed to materially impact value, appropriate adjustments were made to reflect such\nchanges.

Because valuations of Level 3 investments\nincorporate significant unobservable inputs and involve the application of professional judgment, the resulting fair values may differ\nmaterially from the values that would have been realized had a ready market existed for such investments.

\n \n \n \n

4.	Agreements

\n\n

(a)

Advisory Agreement

Under the terms of the Advisory Agreement\nbetween the Fund and the Adviser (the “Agreement”), the Adviser provides investment advice and manage the day-to-day business\nand affairs of the Fund, in each case under the ultimate supervision of the Board. Pursuant to the Advisory Agreement, the Fund pays out\nof its assets, the Management Fee at the annual rate of 2.5% of the Fund’s average value of the Fund’s gross assets (including\nassets purchased with borrowed amounts) at the end of the two most recently completed calendar month-ends.

The Advisory Agreement was approved\nat the Fund’s organizational Board meeting on August 21, 2025, and was amended at a Board meeting on January 23, 2026. The Advisory\nAgreement became effective as of September 5, 2025, the date the Fund commenced operations, and shall remain in effect for an initial\ntwo-year term, through September 5, 2027 and may be renewed on an annual basis subject to approval from the Board.

As of February 28, 2026, certain Officers\nof the Fund were also officers or employees of the Adviser. They are as follows: Andrew Kang and Marc Weinstein.

\n\n

(b)

Administrator, Custodian and\nTransfer Agent

The custodian to the Fund is U.S. Bank,\nN.A., at 1555 North RiverCenter Drive, Suite 302, Milwaukee, WI 53212. The administrator to the Fund is U.S. Bancorp Fund Services, LLC\n(doing business as U.S. Bank Global Fund Services), an affiliate of U.S. Bank, N.A., located at 777 E. Wisconsin Ave., 4th Floor, Milwaukee,\nWI 53212. The transfer agent to the Fund is Computershare Trust Company, N.A., at 150 Royall Street, Canton, MA 02021.

F-14

RoboStrategy, Inc.

NOTES TO THE FINANCIAL STATEMENTS (UNAUDITED)

February 28, 2026

\n \n \n \n

5.	Organization and Offering Costs

Organizational expenses are expensed\nas incurred, and totaled $498,783 from the date of organization through February 28, 2026.

Offering costs are currently being\namortized over a period of 12 months. As of February 28, 2026, the Company had accumulated deferred offering costs totaling $475,147,\nand $147,423 of related amortization has been recorded within the Statement of Operations through 2/28/26. All remaining offering costs\nincurred prior to effectiveness of the Registration Statement will be expensed through the Statement of Operations upon effectiveness.

Upon the effectiveness of the Registration\nStatement, any subsequent deferred offering costs incurred will be charged directly to paid-in-capital.

\n \n \n \n

6.	Related Party Transactions

In connection with the formation of\nthe Fund on May 23, 2025, certain employees of the Adviser and related parties of the Adviser purchased an aggregate of 5,000,000 shares\nof common stock. These shares were purchased at the par value, $0.001 per share, for a total contribution of $5,000.

The Adviser has paid and has been reimbursed\na portion of the organization, registration and offering costs of the Fund. As of February 28, 2026, the Fund owed the Adviser $593,327\nin management fees for the months of January and February 2026.

\n \n \n \n

7.	Principal Risks

There is no assurance that the Fund\nwill meet its investment objective. The value of your investment in the Fund, as well as the amount of return you receive on your investment\nin the Fund, may fluctuate significantly. You may lose part of all your investment in the Fund or your investment may not perform as well\nas other similar investments.

Liquidity and Valuation Risk\n- Liquidity risk is the risk that securities may be difficult or impossible to sell at the time the Adviser would like or at the price\nit believes the security is currently worth. Liquidity risk may be increased for certain Fund investments, including those investments\nin funds with gating provisions or other limitations on investor withdrawals and restricted or illiquid securities. Some SPVs in which\nthe Fund invests may impose restrictions on when an investor may withdraw its investment or limit the amounts an investor may withdraw.\nTo the extent that the Adviser seeks to reduce or sell out of its investment at a time or in an amount that is prohibited, the Fund may\nnot have the liquidity necessary to participate in other investment opportunities or may need to sell other investments that it may not\nhave otherwise sold.

A substantial portion of the Fund’s\ninvestments are illiquid, as determined by using the SEC standard applicable to registered investment companies (i.e., securities that\ncannot be disposed of by the Fund within seven calendar days in the ordinary course of business at approximately the amount at which the\nFund has valued the securities). Illiquid and restricted securities may be difficult to dispose of at a fair price at the times when the\nFund believes it is desirable to do so. The market price of illiquid and restricted securities generally is more volatile than that of\nmore liquid securities, which may adversely affect the price that the Fund pays for or recovers upon the sale of such securities. Investment\nof the Fund’s assets in illiquid and restricted securities may also restrict the Fund’s ability to take advantage of market\nopportunities.

Valuation risk is the risk that\none or more of the securities in which the Fund invests are priced differently than the value realized upon such security’s sale.\nIn times of market instability, valuation may be more difficult, in which case the Adviser’s judgment may play a greater role in\nthe valuation process.

Concentration Risk - Many of\nthe Fund’s investments will be in U.S. private companies operating in the fields of robotics and embodied AI, and therefore will\nbe particularly exposed to the risks attendant to investments in that sector. Investors generally have no assurance as to the degree of\ndiversification of the Fund’s investments, either by geographic region, asset type or sector. Accordingly, a significant portion\nof the Fund’s investments may be made in relatively few geographic regions, asset types, security types or industry sectors. For\nexample, as of February 28, 2026, approximately 92% of the investment portfolio is invested in private companies operating in the robotics\nand embodied AI industries. Any such concentration of risk may increase losses suffered by the Fund, which could have a material adverse\neffect on the Fund’s overall financial condition.

\n \n \n \n

8.	Subsequent Events

Management has evaluated subsequent\nevents through the date these financial statements were issued and has determined that there were no subsequent events to report through\nthe issuance of these financial statements except as noted below.

On April 7, 2026, the Fund held an\nadditional closing, accepting new cash subscriptions totaling $3,652,000, of this amount $3,150,000 related to subscriptions from related\nparties.

F-15

Table of Contents

RoboStrategy, Inc.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Report of Independent Registered Public Accounting Firm	F-17
Statement of Assets and Liabilities	F-18
Statement of Operations	F-19
Statement of Changes in Net Assets	F-20
Notes to Financial Statements	F-21

F-16

$\"\"$

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM

\n \n \n \n \n

grant thornton llp

Two Commerce Square

2001 Market St.,
\n Suite 800

Philadelphia,
\n PA 19103

\n \n

D +1 215 561 4200

F +1 215 561 1066

Board of Directors and Shareholders

RoboStrategy, Inc.

\n \n

Opinion on the financial statements

\n \n

We have audited the accompanying statement of assets and liabilities\n of RoboStrategy, Inc. (the “Fund”) as of September 5, 2025, the related statements of operations and changes in net assets\n for the period from May 23, 2025 (date of organization) through September 5, 2025, and the related notes (collectively referred to as\n the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial\n position of the Fund as of September 5, 2025, and the results of its operations for the period from May 23, 2025 (date of organization)\n through September 5, 2025, in conformity with accounting principles generally accepted in the United States of America.

\n \n

Basis for opinion

\n \n

These financial statements are the responsibility of the Fund’s\n management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting\n firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent\n with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities\n and Exchange Commission and the PCAOB.

\n \n

We conducted our audit in accordance with the standards of the PCAOB.\n Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free\n of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of\n its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over\n financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial\n reporting. Accordingly, we express no such opinion.

\n \n

Our audit included performing procedures to assess the risks of material\n misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures\n included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included\n evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation\n of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

/s/ GRANT THORNTON LLP

We have served as the Fund’s auditor since 2025.

Philadelphia, Pennsylvania

January 26, 2026

\n \n \n \n \n

GT.COM

Grant Thornton LLP is a U.S. member firm of Grant Thornton International Ltd (GTIL). GTIL and each of its member firms are separate legal entities and are not a worldwide partnership.

F-17

RoboStrategy, Inc.

STATEMENT OF ASSETS AND LIABILITIES

September 5, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Assets
Cash	$	56,527,732
Deferred offering costs (Note 4)		175,517
Prepaid expenses		28,798
Total Assets		56,732,047

Liabilities
Accounts payable	$	255,453
Payable to Investment Adviser (Note 4)		94,714
Total Liabilities		350,167
Commitments and Contingencies (Note 2)

Net Assets	$	56,381,880

Total Equity
Subscriptions	$	56,527,732
Accumulated deficit		(145,852	)
Total Equity	$	56,381,880

Shares of common stock outstanding, (500,000,000 shares authorized with par value of $0.001 per share)		10,653,500
Net asset value per share	$	5.29

The accompanying notes are an integral part\nof these financial statements.

F-18

RoboStrategy, Inc.

STATEMENT OF OPERATIONS

For the Period from May 23, 2025 (Date of Organization)\nto September 5, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Expenses:
Organizational expenses (Note 4)	$	145,852
Total Expenses		145,852

Net Decrease in Net Assets Resulting from Operations	$	145,852

The accompanying notes are an integral part\nof these financial statements.

F-19

RoboStrategy, Inc.

STATEMENT OF CHANGES IN NET ASSETS

For the Period from May 23, 2025 (Date of Organization)\nto September 5, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Change in Net Assets Resulting from Operations
Net Decrease in Net Assets Resulting from Operations	$	(145,852	)

Change in Net Assets Resulting from Capital Transactions Subscriptions		56,527,732

Net Increase in Net Assets		56,381,880
Net Assets, Beginning of Period		-
Net Assets, End of Period	$	56,381,880

The accompanying notes are an integral part\nof these financial statements.

F-20

RoboStrategy, Inc.

NOTES TO THE FINANCIAL STATEMENTS

September 5, 2025

\n \n \n \n

1.	Organization

The Fund’s authorized capital\nstock consists of 500,000,000 shares of common stock, par value $0.001 per share and no shares of preferred stock. All shares of the Fund’s\ncommon stock will have equal rights as to earnings, assets, voting, and other distributions and, when they are issued, will be duly authorized,\nvalidly issued, fully paid and nonassessable. Distributions may be paid to the holders of the Fund’s common stock if, as and when\nauthorized by the Board and declared by the Fund out of the funds legally available. There are 10,653,500 shares of common stock outstanding\nas of September 5, 2025.

The Fund seeks to meet its investment\nobjective by investing primarily in equity and equity-linked securities of private and public companies operating in the fields of robotics\nand embodied AI. These portfolio companies may include issuers of common stock, preferred equity, or convertible debt instruments that\ncan convert into such equity interests (and are herein collectively referred to as “equity securities”). The Fund seeks to\nconstruct a high-conviction, thematically aligned portfolio of 20 to 30 positions, with no more than 25% of net asset value invested in\nany single company. Under normal market conditions, the Fund will invest at least 80% of its net assets (including borrowings for investment\npurposes) in equity and equity-linked securities of robotics and embodied AI technology companies principally based in the United States.

The Fund has no operations as of September\n5, 2025, other than matters relating to its registration and sale of 10,653,500 shares of the Fund to investors.

\n \n \n \n

2.	Summary of Significant Accounting Policies

F-21

\n \n \n \n \n

(a)

Use of Estimates

\n \n \n \n \n

(b)

Cash

On September 5, 2025, the Fund held\ncash of $56,527,732 in a custody account at U.S. Bank N.A. which is insured up to $250,000 by the Federal Deposit Insurance Corporation\n(FDIC).

\n \n \n \n \n

(c)

Indemnifications

\n \n \n \n \n

(d)

Federal Income Taxes

The Fund is currently a corporation\n(C-corporation) for tax purposes. The Fund intends to qualify in a subsequent taxable year as a “regulated investment company’\nunder subchapter M of the Internal Revenue Code of 1986, as amended. If so qualified, the Fund will not be subject to U.S. federal income\ntax on its income or gains that it timely distributes (or is deemed to distribute) to shareholders. Therefore, no U.S. federal income\ntax provision is required. When the Fund qualifies as a regulated investment company, no U.S. federal income tax provision will be required.

\n \n \n \n \n

(e)

Distribution of Income and Capital Gains

The timing and amount of dividends,\nif any, will be determined by the Fund Board. Any dividends to our shareholders will be declared out of assets legally available for distribution.\nWe intend to focus on making investments that provide the opportunity for capital gains. As a consequence, we do not anticipate that we\nwill pay distributions on a quarterly or other basis or become a predictable distributor of distributions, and we expect that our distributions,\nif any, will be much less consistent than the distributions of companies that primarily make debt investments. The specific tax characteristics\nof our distributions will be reported to shareholders after the end of the calendar year. Future dividends, if any, will be determined\nby our Board.

\n \n \n \n \n

(f)

Commitments, Contingencies, and Indemnification

The Fund indemnifies its officers and\ntrustees for certain liabilities that may arise from the performance of their duties to the Fund. Additionally, in the normal course of\nbusiness, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnities. The\nFund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund\nthat have not yet occurred. However, based on industry experience, the Fund expects this risk of loss due to these warranties and indemnities\nto be remote.

F-22

\n \n \n \n

3.	Agreements

\n \n \n \n \n

(a)

Advisory Agreement

Under the terms of the Advisory Agreement\nbetween the Fund and the Adviser (the “Agreement”), the Adviser will provide investment advice and manage the day-to-day business\nand affairs of the Fund, in each case under the ultimate supervision of the Board. Pursuant to the Advisory Agreement, the Fund pays out\nof its assets, the Management Fee at the annual rate of 2.5% of the Fund’s average value of the Fund’s gross assets (including\nassets purchased with borrowed amounts) at the end of the two most recently completed calendar quarters.

The Advisory Agreement, was approved\nat the Fund’s organizational Board meeting on August 21, 2025. The Advisory Agreement became effective as of September 5, 2025,\nthe date the Fund commenced operations, and shall remain in effect for an initial two-year term, through September 5, 2027 and may be\nrenewed on an annual basis subject to approval from the Board.

As of September 5, 2025, certain Officers\nof the Fund were also officers or employees of the Adviser. They are as follows: Andrew Kang and Marc Weinstein.

\n \n \n \n \n

(b)

Administrator, Custodian and Transfer Agent

At commencement of the Fund’s\ninvestment operations, the custodian to the Fund will be U.S. Bank, N.A., at 1555 North RiverCenter Drive, Suite 302, Milwaukee, WI 53212.\nAt commencement of the Fund’s investment operations, the administrator to the Fund will be U.S. Bancorp Fund Services, LLC (doing\nbusiness as U.S. Bank Global Fund Services), an affiliate of U.S. Bank, N.A., located at 777 E. Wisconsin Ave., 4^th Floor,\nMilwaukee, WI 53212. At commencement of the Fund’s investment operations, the transfer agent to the Fund will be Computershare Trust\nCompany, N.A., at 150 Royall Street, Canton, MA 02021.

\n \n \n \n

4.	Organization and Offering Costs

Organizational costs are expensed as\nincurred, and totaled $145,852 from the date of organization through September 5, 2025. As of September 5, 2025, the Company had capitalized\ndeferred offering costs of $175,517, which are expected to be amortized over the first 12 months of the Fund’s operations.

F-23

\n \n \n \n

5.	Related Party Transactions

In connection with the formation of\nthe Fund on June 17, 2025, certain employees of the Adviser and related parties of the Adviser purchased an aggregate of 5,000,000 shares\nof common stock. These shares were purchased at the par value per share.

The Adviser has paid and will be reimbursed\nthe organization, registration and offering costs of $94,714 on behalf of the Fund. This amount is presented on the Statement of Assets\nand Liabilities as Payable to Investment Adviser.

\n \n \n \n

6.	Principal Risks

\n \n \n \n

7.	Subsequent Events

Management has evaluated subsequent\nevents through January 26, 2026, the date the financial statements were available for issuance. Based on this evaluation, no adjustments\nto the financial statements were required.

On September 8, 2025, the Fund accepted\nin-kind subscriptions totaling $74,500,000. The securities contributed consisted shares of common stock of Apptronik Inc. and limited\npartnership interests in special purpose vehicles formed to invest in Apptronic Inc, preliminarily valued at $37,250,000, and limited\npartnership interests in a special purpose vehicle formed to invest in Figure AI, preliminarily valued at $37,250,000. These securities\nwere acquired at the fair market value on the date of acquisition based on valuation determined by independent third-party valuation firm.\nThe values of these interests are estimated and may be subject to change. The in-kind subscriptions were exchanged for a total of 7,449,998\nshares of the fund.

Figure and Apptronik are two leading\ncompanies in the commercialization and development of humanoid robots in the United States. The securities were contributed by multiple\nrelated entities to the Adviser including contributions from three entities wholly-owned by Andrew Kang and one entity wholly-owned by\nMarc Weinstein.

On November 1, 2025, the Fund held a\nsecond closing, accepting additional cash subscriptions totaling approximately $15,800,000.

On December 1, 2025, the Fund held an\nadditional closing, accepting cash subscriptions totaling approximately $1,500,000.

F-24

PART C - OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

(1) Financial Statements:

\n \n \n \n

Part A:

None

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

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:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(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

C-1

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(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*
(o)	Not Applicable
(p)	Not Applicable
(q)	Not Applicable
(r)	Code of Ethics of Registrant and Adviser⁽¹⁾
(s)	Fee Table⁽⁷⁾
(t)	Power of Attorney⁽⁷⁾

\n \n \n \n

*	Filed herewith

\n \n \n \n

(1)	Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File No. 811-24118), filed on September 9, 2025

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(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.

(7)	Incorporated by reference to the Registrant’s Registration\n Statement on Form N-2 (File Nos. 811-24118 and 333-298538) filed on August 24, 2026.

ITEM 26. MARKETING ARRANGEMENTS

Not Applicable.

C-2

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses\nto be incurred in connection with the offering described in this registration statement. All figures are estimates.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

SEC Registration Fees	$	2,058.89
Printing	$	2,500
Legal	$	10,000
Accounting	$	0
Miscellaneous	$	0
Total	$	14,558.89	*

*The Adviser has agreed to bear all expenses incurred\nin connection with the preparation, filing and maintenance of this Registration Statement, including legal, accounting, printing, filing,\nSEC registration, consent, and other related expenses. Accordingly, none of the expenses reflected in this table are expected to be borne\nby the Fund.

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON\nCONTROL

No person is directly or indirectly under common\ncontrol with Registrant, except that the Registrant may be deemed to be controlled by FP Strategies LLC (d/b/a RoboStrategy Advisors)\n(the “Adviser”), the investment adviser to the Registrant. The Adviser was formed under the laws of the State of Puerto Rico\nin 2025. Additional information regarding the Adviser is set out in its Form ADV, as filed with the Securities and Exchange Commission\n(SEC File No. 801-134211).

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

Set forth below is the number of holders of\nsecurities of the Registrant as of September 29, 2026:

\n \n \n \n \n \n \n

Title of Class		Number of Record Holders
Common Stock			118

ITEM 30. INDEMNIFICATION

Section 2-418 of the Maryland General Corporation\nLaw allows for the indemnification of officers, directors and any corporate agents in terms sufficiently broad to indemnify these persons\nunder certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the Securities Act. Our certificate\nof incorporation and bylaws provide that we shall indemnify our directors and officers to the fullest extent authorized or permitted by\nlaw 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\nbenefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce\nrights to indemnification, we are not obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal\nrepresentatives) in connection with a proceeding (or part thereof) initiated by the person unless the proceeding (or part thereof) was\nauthorized or consented to by the Board. The right to indemnification conferred includes the right to be paid by us the expenses incurred\nin defending or otherwise participating in any proceeding in advance of its final disposition.

C-3

So long as we are regulated under the 1940 Act,\nthe above indemnification is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides,\namong other things, that a company may not indemnify any director or officer against liability to it or its security holders to which\nhe or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of\nthe 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\nof a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification\nis sought did not arise out of the foregoing conduct.

The Adviser and its affiliates (each, an “Indemnitee”)\nare 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\nabsent such Indemnitee’s gross negligence, knowing and willful misconduct, or fraud or (ii) losses or expenses due to mistakes of\njudgment, action or inaction, or the negligence, dishonesty or bad faith of any broker or other agent of the Fund who is not an affiliate\nof 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\nliabilities relating to the offering of our common stock or our business, operation, administration or termination, if the Indemnitee\nacted 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\nIndemnitee’s gross negligence, fraud or knowing and willful misconduct. We may pay the expenses incurred by the Indemnitee in defending\nan actual or threatened civil or criminal action in advance of the final disposition of such action, provided the Indemnitee agrees to\nrepay those expenses if found by adjudication not to be entitled to indemnification.

Insofar as indemnification for liability arising\nunder the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,\nor otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities\nAct and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by\nus of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,\nsuit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we\nwill, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction\nthe question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the\nfinal adjudication of such issue.

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF\nADVISER

A description of any other business, profession,\nvocation, or employment of a substantial nature in which the Adviser, and each managing director, executive officer or partner of the\nAdviser, 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,\nofficer, employee, partner or trustee, is set out in the prospectus and SAI in the section entitled “Management of the Fund.”\nThe information required by this Item 31 with respect to each director, officer or partner of the Adviser is incorporated by reference\nto Form ADV with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended (File No. 801-134211).

C-4

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required\nto 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\nFrancisco

Suite 200

San Juan, Puerto\nRico 00901

Transfer Agent

150 Royall Street

Canton, Massachusetts\n02021

Custodian

1555 North RiverCenter\nDrive

Suite 302

Milwaukee, WI 53212

Adviser

151 Calle de San\nFrancisco

Suite 200

San Juan, Puerto\nRico 00901

Administrator

777 East Wisconsin\nAvenue

4th Floor

Milwaukee, WI 53212

ITEM 33. MANAGEMENT SERVICES

Not Applicable

C-5

ITEM 34. UNDERTAKINGS

\n \n \n \n

(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.

\n \n \n \n

(2)	Not Applicable.

\n \n \n \n

(3)	Not Applicable.

\n \n \n \n

(4)	We undertake that:

\n\n

For the purpose of determining\nany liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement\nin 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\nbe deemed to be part of this registration statement as of the time it was declared effective.

\n \n \n \n

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.

\n \n \n \n

(5)	Not Applicable.

\n \n \n \n

(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.

\n \n \n \n

(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-6

SIGNATURES

Pursuant to the requirements of the Securities\nAct of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-2 to be signed\non its behalf by the undersigned, thereunto duly authorized, in San Juan, Puerto Rico, on the 19th day of October 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	RoboStrategy, Inc.

	/s/ Andrew Kang
	By:	Andrew Kang
	Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities\nAct of 1933, as amended, this Registration Statement on Form N-2 has been signed below by the following persons in the capacities indicated\non the 19th day of October 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 August 24, 2026, and incorporated herein by reference.

C-7

EXHIBIT INDEX

\n \n \n \n \n \n \n \n \n \n

(l)	Opinion of counsel

(n)	Consent of independent registered public accounting firm

C-8

","original","zhKind","translation","complete",false,"BOT","公司与财报","融资","aihot","/items/bm2r7i24xl8p70rs1kvn1x31t","https://www.sec.gov/Archives/edgar/data/2081119/000121390026110793/0001213900-26-110793-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1792713600&sig=5c6d5f091d1967b7","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1792713600&sig=86138d453cd8c096 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1792713600&sig=e067c63cbf80f0de 96w","changelogVersion","2026-10-01T08:00"]