RR / Richtech Robotics Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2025 Richtech Robotics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2025 Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation) (Commission Fi

AT THE MARKET OFFERING AGREEMENT

Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT August 28, 2025 Rodman & Renshaw LLC 600 Lexington Avenue, 32nd Floor New York, NY 10022 H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, NY 10022 Ladies and Gentlemen: Richtech Robotics Inc., a company incorporated under the laws of Nevada (the “Company”), confirms its agreement (this “Agreement”) with Rodman & Renshaw LLC and its succe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2025 Richtech Robotics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 28, 2025 Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation) (Commission Fi

Richtech Robotics Inc. Up to $100,000,000 of Class B Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-284779 PROSPECTUS SUPPLEMENT (To the Prospectus dated May 15, 2025) Richtech Robotics Inc. Up to $100,000,000 of Class B Common Stock We have entered into an At The Market Offering Agreement, or the Offering Agreement, dated August 28, 2025, with Rodman & Renshaw LLC (“Rodman”), which will serve as the lead agent, and H.C. Wainwright & Co., LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2025 Richtech Robotics

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 21, 2025 Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation) (Commission Fi

MASTER SERVICES AGREEMENT

Exhibit 10.1 MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (this “Agreement”) is made effective August██, 2025 (“Effective Date”) by and between ████████Inc., a Delaware corporation with a place of business at ███████████████████████████████████████████ (“███████”) and Richtech Robotics Inc., a Corporation, AL, AK, AZ, AR, CA, CO, CT, DE, DC, FL, GA, IL, ID, HI, IN, IA, KS, LA, KY, ME,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41866 RICHTECH ROBOTICS

Agreement with Beijing Tongchuang Technology Development Co., Ltd. strengthens regional momentum through purchase, service, and licensing of flagship products

Exhibit 99.1 Richtech Robotics Joint Venture Partner Secures $4M Sales Agreement to Expand Reach in Asia’s AI Robotics Market Agreement with Beijing Tongchuang Technology Development Co., Ltd. strengthens regional momentum through purchase, service, and licensing of flagship products LAS VEGAS, June 30, 2025 (GLOBE NEWSWIRE) - Richtech Robotics Inc. (Nasdaq: RR) (“Richtech Robotics” or the “Compan

Product Sales and Technical Services Agreement, dated as of June 24, 2025, by and between Boyu Artificial Intelligence (Beijing) Technology Co., Ltd. and Beijing Kaiwu Tongchuang Technology Development Co., Ltd.

Exhibit 10.1 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. 产品销售及技术服务协议 Product Sales and Technical Services Agreement 本产品销售及技术服务协议（以下简称“本协议”）由以下双方于 2025 年 6 月 24 日在中华人民共和国签署： This Product Sales and Te

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2025 Richtech Robotics I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 24, 2025 Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation) (Commission File

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 15, 2025 Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation) (Commission File

Richtech Robotics Inc. Up to $100,000,000 of Class B Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-284779 PROSPECTUS SUPPLEMENT (To the Prospectus dated May 15, 2025) Richtech Robotics Inc. Up to $100,000,000 of Class B Common Stock We have entered into an At The Market Offering Agreement, or the Offering Agreement, dated May 16, 2025, with Rodman & Renshaw LLC (“Rodman”), which will serve as the lead agent, H.C. Wainwright & Co., LLC (“Wain

At the Market Offering Agreement, dated May 16, 2025, by and among the Company and Rodman & Renshaw LLC, H.C. Wainwright & Co., LLC, and BTIG, LLC

Exhibit 10.1 AT THE MARKET OFFERING AGREEMENT May 16, 2025 Rodman & Renshaw LLC 600 Lexington Avenue, 32nd Floor New York, NY 10022 H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, NY 10022 BTIG, LLC 65 East 55th Street New York, NY 10022 Ladies and Gentlemen: Richtech Robotics Inc., a company incorporated under the laws of Nevada (the “Company”), confirms its agreement (this “Agree

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 16, 2025 Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation) (Commission File

As filed with the Securities and Exchange Commission on May 14, 2025

As filed with the Securities and Exchange Commission on May 14, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41866 RICHTECH ROBOTIC

RICHTECH ROBOTICS INC. 4175 Cameron Street Suite 1 Las Vegas, NV 89103 May 13, 2025

RICHTECH ROBOTICS INC. 4175 Cameron Street Suite 1 Las Vegas, NV 89103 May 13, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attention: Marion Graham Jan Woo Re: Richtech Robotics Inc. Registration Statement on Form S-3 Initially Filed February 7, 2025 File No. 333-284779 Ladies and Gentlemen:

As filed with the Securities and Exchange Commission on April 17, 2025

As filed with the Securities and Exchange Commission on April 17, 2025 Registration No.

Calculation of Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Richtech Robotics Inc.

Richtech Robotics Inc. 4175 Cameron Street Suite 1 Las Vegas, NV 89103

Richtech Robotics Inc. 4175 Cameron Street Suite 1 Las Vegas, NV 89103 VIA EDGAR April 17, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Marion Graham Jan Woo Re: Richtech Robotics Inc. Registration Statement on Form S-3 Filed February 7, 2025 File No. 333-284779 Ladies and Gentlemen: Richte

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 8, 2025 Richtech Robotics I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 8, 2025 Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation) (Commission File

Purchase and Sale Agreement, dated April 8, 2025, by and between the Company and L & R Investment LLC.

Exhibit 10.1 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) is made and entered into as of this 8th day of April, 2025 (“Effective Date”), by and between Seller and Purchaser (as hereinafter defined). W I T N E S S E T H: WHEREAS, Seller desires to sell the Property (as hereinafter defined) to Purchaser upon the terms and conditions hereinafter set forth, and Purcha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the fiscal year ended September 30, 2024 ☐ TRANSITION R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41866 RICHTECH

Richtech Robotics, Inc. 4175 Cameron Street, Suite 1 Las Vegas, NV 89103

Richtech Robotics, Inc. 4175 Cameron Street, Suite 1 Las Vegas, NV 89103 VIA EDGAR March 3, 2025 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attn: Megan Masterson Kathleen Collins Re: Richtech Robotics, Inc. Form 10-K and 10-K/A for the Fiscal Year Ended September 30, 2024 Filed December 31, 2024 File No. 001-41

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41866 RICHTECH ROBO

Form of Inducement Warrant

Exhibit 4.1 THE OFFER AND SALE OF THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE S

Form of Inducement Letter

Exhibit 10.1 RICHTECH ROBOTICS INC. February 10, 2025 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Richtech Robotics Inc. (the “Company”) is pleased to offer to you (“Holder,” “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s Class B common stock, par value $0.0001 p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2025 Richtech Roboti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2025 Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation) (Commission

Calculation of Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Richtech Robotics Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41866 RICHTECH R

Executive Compensation Clawback Policy.*

Exhibit 97 RICHTECH ROBOTICS INC. EXECUTIVE COMPENSATION CLAWBACK POLICY Adopted as of November 13, 2023 The Board of Directors (the “Board”) of Richtech Robotics Inc. (the “Company”) has adopted the following executive compensation clawback policy (this “Policy”). This Policy shall supplement any other clawback or compensation recovery policy or policies adopted by the Company or included in any

As filed with the Securities and Exchange Commission on February 7, 2025

As filed with the Securities and Exchange Commission on February 7, 2025 Registration No.

Form of Indenture***

Exhibit 4.5 RICHTECH ROBOTICS INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1 Section 1.02 Other Definitions 4 Section 1.03 Incorporation by Reference of Trust Indenture Act 4 Section 1.04 Rules of Construction 5 ARTICLE II THE SECURITIES 5 Section 2.01 Issuable in Serie

Description of Registered Securities (Incorporated by reference to Exhibit 4.6 in the Company’s Annual Report on Form 10-K, filed with the SEC on January 14, 2025).

Exhibit 4.6 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of September 30, 2024, Richtech Robotics Inc. a Nevada corporation (“we,” “our,” “us” or “Company”), had the following class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): our Class B commo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41866 RICHTECH ROBOTICS INC. (Exact

Insider Trading Policy (Incorporated by reference to Exhibit 19 in the Company’s Annual Report on Form 10-K, filed with the SEC on January 14, 2025).

Exhibit 19 Insider Trading Compliance Manual RICHTECH ROBOTICS INC. Adopted: November 16, 2023 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of Richtech Robotics Inc., a Nevada corporation (the “Company”), has adopted the poli

Code of Ethics (Incorporated by reference to Exhibit 14 in the Company’s Annual Report on Form 10-K, filed with the SEC on January 14, 2025).

Exhibit 14 RICHTECH ROBOTICS INC. CODE OF ETHICS 1. Introduction The Board of Directors of Richtech Robotics Inc. (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between perso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition P

As filed with the Securities and Exchange Commission on November 7, 2024

As filed with the Securities and Exchange Commission on November 7, 2024 Registration No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2024 (October 25, 2024) Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorpora

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2024 (October 16, 2024) Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorpora

Company’s subsidiary, AlphaMax Management LLC, will optimize operations through the use of robotics and AI cloud technology at restaurants across Arizona, Colorado, and Texas

Exhibit 99.1 Richtech Robotics Expands Agreement with Ghost Kitchens to Manage 20 Additional Walmart-Located Restaurants, Growing its Restaurant Operations Model Company’s subsidiary, AlphaMax Management LLC, will optimize operations through the use of robotics and AI cloud technology at restaurants across Arizona, Colorado, and Texas LAS VEGAS, October 17, 2024 – Richtech Robotics Inc. (Nasdaq: R

Letter of Intent, dated as of October 16, 2024, by and between Richtech Robotics Inc. and Ghost Kitchens America (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on October 22, 2024).

Exhibit 10.1 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. BINDING LETTER OF INTENT October 16, 2024 This Binding Letter of Intent (“LOI”) is entered into by and between: Franchisor: Ghost Kitchens Am

Amended and Restated Richtech Robotics Inc. 2023 Stock Option Plan (Incorporated herein by reference to Appendix A of our Information Statement on Schedule 14C, filed with the Commission on October 2, 2024)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information S

Exhibit 1

EX-99.1 2 ea021385601ex99-1richtech.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing

RR / Richtech Robotics Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 ea0213856-13gintrarichtech.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Richtech Robotics Inc. (Name of Issuer) Class B common stock, par value $0.0001 per share (Title of Class of Securities) 765504105 (CUSIP Number) August 29, 2024 (Date of Event Which Requires Filing of

Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024).

Exhibit 4.3 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT RICHTECH ROBOTICS INC. Warrant Shares: Issue Date: September 3, 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

Richtech Robotics Announces Pricing of Upsized $21 Million Public Offering

Exhibit 99.1 Richtech Robotics Announces Pricing of Upsized $21 Million Public Offering LAS VEGAS, Aug. 29, 2024 (GLOBE NEWSWIRE) – Richtech Robotics Inc. (Nasdaq: RR), (“Richtech Robotics” or the “Company”), a Nevada-based provider of AI-driven service robots, today announced the pricing of an upsized public offering of an aggregate of 15,555,557 shares of its Class B common stock (or Class B com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2024 (August 29, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 5, 2024 (August 29, 2024) Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorpora

Form of Common Warrant (Incorporated by reference to Exhibit 4.2 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024).

Exhibit 4.2 COMMON STOCK PURCHASE WARRANT RICHTECH ROBOTICS INC. Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Init

Richtech Robotics Announces Closing of $21 Million Public Offering

Exhibit 99.2 Richtech Robotics Announces Closing of $21 Million Public Offering LAS VEGAS, Sep. 3, 2024 (GLOBE NEWSWIRE) – Richtech Robotics Inc. (Nasdaq: RR), (“Richtech Robotics” or the “Company”), a Nevada-based provider of AI-driven service robots, today announced the closing of its previously announced public offering of an aggregate of 15,555,557 shares of its Class B common stock (or Class

Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 29, 2024, between Richtech Robotics Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024).

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT RICHTECH ROBOTICS INC. Warrant Shares: Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set

13,242,963 Shares of Class B Common Stock Pre-Funded Warrants to Purchase up to 2,312,594 Shares of Class B Common Stock Warrants to Purchase up to 15,555,557 Shares of Class B Common Stock Placement Agent Warrants to Purchase up to 1,088,889 Shares

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-281789 Registration No. 333-281848 13,242,963 Shares of Class B Common Stock Pre-Funded Warrants to Purchase up to 2,312,594 Shares of Class B Common Stock Warrants to Purchase up to 15,555,557 Shares of Class B Common Stock Placement Agent Warrants to Purchase up to 1,088,889 Shares of Class B Common Stock Up to 18,957,040 Shares of

RICHTECH ROBOTICS INC. 4175 Cameron St Ste 1 Las Vegas, NV 89103 August 29, 2024

RICHTECH ROBOTICS INC. 4175 Cameron St Ste 1 Las Vegas, NV 89103 August 29, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Re: Richtech Robotics Inc. Registration Statement on Form S-1 File No. 333-281789 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Richt

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Richtech Robotics Inc.

August 29, 2024

August 29, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance Washington, DC 20549 Re: Richtech Robotics Inc. Registration Statement on Form S-1 (File No. 333-281789) – Concurrence in Acceleration Request Ladies and Gentlemen: Rodman & Renshaw LLC (“Rodman”), solely acting as placement agent on a best efforts basis in an offering pursuant to the registration state

As filed with the Securities and Exchange Commission on August 29, 2024.

As filed with the Securities and Exchange Commission on August 29, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICHTECH ROBOTICS INC. (Exact name of registrant as specified in its charter) Nevada 3569 88-2870106 (State or other jurisdiction of incorporation or organization) (Pri

Form of Placement Agent Warrant.

Exhibit 4.5 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT RICHTECH ROBOTICS INC. Warrant Shares: Initial Exercise Date: , 2024 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Richtech Robotics Inc.

As filed with the Securities and Exchange Commission on August 27, 2024.

As filed with the Securities and Exchange Commission on August 27, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICHTECH ROBOTICS INC. (Exact name of registrant as specified in its charter) Nevada 3569 88-2870106 (State or other jurisdiction of incorporation or organization) (Pri

Form of Pre-Funded Warrant.

Exhibit 4.3 PRE-FUNDED COMMON STOCK PURCHASE WARRANT RICHTECH ROBOTICS INC. Warrant Shares: Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set

Form of Warrant.

Exhibit 4.4 COMMON STOCK PURCHASE WARRANT RICHTECH ROBOTICS INC. Warrant Shares: Initial Exercise Date: , 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Init

Form of Securities Purchase Agreement.

Exhibit 10.19 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [], 2024, between Richtech Robotics Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Period

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41866 RICHTECH ROBOTICS

Confidentially submitted to the Securities and Exchange Commission on July 16, 2024. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidenti

Confidentially submitted to the Securities and Exchange Commission on July 16, 2024.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41866 RICHTECH ROBOTIC

Promissory Note issued to YA II PN, Ltd. dated April 15, 2024 (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on April 23, 2024).

Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2024 (April 15, 2024) R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2024 (April 15, 2024) Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation

RICHTECH ROBOTICS INC. 4175 Cameron St Ste 1 Las Vegas, NV 89103 April 10, 2024

RICHTECH ROBOTICS INC. 4175 Cameron St Ste 1 Las Vegas, NV 89103 April 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Re: Richtech Robotics Inc. Registration Statement on Form S-1 File No. 333-278013 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Richte

As filed with the Securities and Exchange Commission on March 29, 2024.

As filed with the Securities and Exchange Commission on March 29, 2024. Registration Statement No. 333-278013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICHTECH ROBOTICS INC. (Exact name of registrant as specified in its charter) Nevada 3569 88-2870106 (State or other jurisdiction of inco

*****

VIA EDGAR March 29, 2024 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attn: Mitchell Austin Re: RICHTECH ROBOTICS INC. Registration Statement on Form S-1 Filed March 18, 2024 File No. 333-278013 Dear Mr. Austin: Richtech Robotics Inc. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41866 RICHTECH R

Promissory Note issued to YA II PN, Ltd. dated March 18, 2024 (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on March 22, 2024).

Exhibit 10.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 22, 2024 (March 18, 2024) Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation

Financial Services Agreement, dated as of January 22, 2024, by and between the Company and Revere Securities, LLC.

Exhibit 10.15 1/22/2024 Richtech Robotics Inc. 4175 Cameron St Ste 1 Las Vegas, NV 89103 Re: Financial Advisory Dear Mr. Huang, The Company hereby retains Revere and Revere hereby agrees to provide general financial advisory to the Company, and Revere accepts such retention on the terms and conditions set forth below. In connection with providing general financial advisory services to the Company,

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) Richtech Robotics Inc.

Finder’s Fee Agreement, dated as of January 22, 2024, by and between the Company and Revere Securities, LLC.

Exhibit 10.16 January 22, 2024 STRICTLY CONFIDENTIAL FINDER’s FEE AGREEMENT This is a Confidential Finder’s Fee Agreement. No disclosure, copying, redistribution, and any form of dissemination are permitted without prior consent from Revere Securities LLC. Only the designated recipients and their legal advisors/representatives are permitted to access this Agreement. This Finder’s Fee Agreement is

As filed with the Securities and Exchange Commission on March 15, 2024.

As filed with the Securities and Exchange Commission on March 15, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICHTECH ROBOTICS INC. (Exact name of registrant as specified in its charter) Nevada 3569 88-2870106 (State or other jurisdiction of incorporation or organizat

Letter Agreement, dated March 14, 2024, by and between the Company and YA II PN, Ltd. (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on March 15, 2024).

Exhibit 10.1 March 14, 2024 Richtech Robotics, Inc. 4175 Cameron St. Ste 1 Las Vegas, NV 89103 Ladies and Gentlemen: Reference is made to that certain Securities Purchase Agreement dated February 15, 2024 (the “SPA”), by and between YA II PN, Ltd. (“Yorkville”) and Richtech Robotics, Inc. (the “Company”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assign

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2024 (February 15, 2024) Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisd

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 15, 2024 (March 14, 2024) Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorporation

Standby Equity Purchase Agreement, dated February 15, 2024, by and between the Company and YA II PN, Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2024).

Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of February 15, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and RICHTECH ROBOTICS INC., a company incorporated under the laws of the State of Nevada (the “Company”). WHEREAS, the parties desire that, upon the terms and subje

Form of Promissory Note (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2024).

Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUA

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 21, 2024 (February 15, 2024) Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41866 RICHTECH ROBO

Description of Registered Securities*

Exhibit 4.3 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of September 30, 2023, Richtech Robotics Inc. (“we,” “our,” “us” or the “Company”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its Class B common stock, par value $0.0001 p

Insider Trading Policy*

Exhibit 19 Insider Trading Compliance Manual RICHTECH ROBOTICS INC. Adopted: November 16, 2023 In order to take an active role in the prevention of insider trading violations by its officers, directors, employees, consultants, attorneys, advisors and other related individuals, the Board of Directors (the “Board”) of Richtech Robotics Inc., a Nevada corporation (the “Company”), has adopted the poli

Second Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.3 in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on January 11, 2024).

Exhibit 3.3 SECOND AMENDED AND RESTATED BYLAWS OF RICHTECH ROBOTICS INC. A Nevada Corporation Effective January 8, 2024 TABLE OF CONTENTS Page Article I OFFICES 1 1.1 Principal Executive Office 1 1.2 Registered Office 1 1.3 Other Offices 1 Article II STOCKHOLDERS’ MEETINGS 1 2.1 Place of Meetings 1 2.2 Annual Meetings 1 2.3 Special Meetings 1 2.4 Notice 2 2.5 Adjournments 2 2.6 Quorum 2 2.7 Voting

Code of Ethics*

Exhibit 14 RICHTECH ROBOTICS INC. CODE OF ETHICS 1. Introduction The Board of Directors of Richtech Robotics Inc. (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between perso

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41866 RICHTECH ROBOTICS INC. (Exact

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition P

Richtech Robotics Announces Closing of Underwriters’ Over-Allotment Option in Connection With Its Initial Public Offering

Exhibit 99.1 Richtech Robotics Announces Closing of Underwriters’ Over-Allotment Option in Connection With Its Initial Public Offering LAS VEGAS, December 27, 2023 (GLOBE NEWSWIRE) - Richtech Robotics Inc. (Nasdaq: RR) (“Richtech Robotics” or the “Company”), a Nevada company and a provider of AI-driven service robots for the hospitality and healthcare industries, today announced that it issued an

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 29, 2023 (December 22, 2023) Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorpo

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) RICHTECH ROBOTICS INC.

Richtech Robotics Inc. 2023 Stock Option Plan

Exhibit 99.1 RICHTECH ROBOTICS INC. a Nevada Corporation STOCK OPTION PLAN 1. Purposes of Plan. The purposes of this Stock Option Plan (“Plan”) are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company, and to promote the success of the business of the Company. Options granted unde

As filed with the Securities and Exchange Commission on December 8, 2023

As filed with the Securities and Exchange Commission on December 8, 2023 Registration No.

AUDIT COMMITTEE CHARTER RICHTECH ROBOTICS INC.

Exhibit 99.1 AUDIT COMMITTEE CHARTER OF RICHTECH ROBOTICS INC. The responsibilities and powers of this Audit Committee (the “Committee”) as delegated by the Board of Directors (the “Board”) of Richtech Robotics Inc. (the “Company”) are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best in

Richtech Robotics Announces Closing of Upsized Initial Public Offering

Exhibit 99.5 Richtech Robotics Announces Closing of Upsized Initial Public Offering Las Vegas, November 21, 2023 (Globe Newswire) - Richtech Robotics Inc. (Nasdaq: RR) (“Richtech Robotics”), a Nevada company and a provider of AI-driven service robots for the hospitality and healthcare industries, today announced the closing of its upsized initial public offering (the “Offering”) of 2,100,000 share

Form of Underwriter Warrant (Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2023).

Exhibit 4.1 Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO ANYONE OTHER TH

NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER RICHTECH ROBOTICS INC.

Exhibit 99.3 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER OF RICHTECH ROBOTICS INC. The responsibilities and powers of this Nominating and Corporate Governance Committee (the “Committee”) as delegated by the Board of Directors (the “Board”) of Richtech Robotics Inc. (the “Company”) are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent jud

Underwriting Agreement, dated as of November 11, 2023, by and between the Company and the Representative

Exhibit 1.1 RICHTECH ROBOTICS INC. UNDERWRITING AGREEMENT November 16, 2023 R. F. Lafferty & Co., Inc. 40 Wall Street, 27th Floor New York, NY 10005 As representatives of the several Underwriters named in Schedule A hereto. Ladies and Gentlemen: Richtech Robotics Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with R. F. Lafferty & Co., Ltd. (the “Repre

Second Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 in the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2023).

Exhibit 3.1 second amended and restated articles OF INCORPORATION OF Richtech Robotics Inc. ARTICLE I. Name The name of the corporation is Richtech Robotics Inc. (the “Corporation”). ARTICLE II. Purpose and Powers The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Nevada Revised Statutes (“NRS”) Chapter 78 of the State of Ne

Richtech Robotics Inc. Announces Pricing of Upsized Initial Public Offering

Exhibit 99.4 Richtech Robotics Inc. Announces Pricing of Upsized Initial Public Offering Las Vegas, November 17, 2023 (Globe Newswire) - Richtech Robotics Inc., (Nasdaq: RR) (“Richtech Robotics” or the “Company”), a Nevada company and a provider of AI-driven service robots for the hospitality and healthcare industries, today announced the pricing of its upsized initial public offering of 2,100,000

COMPENSATION COMMITTEE CHARTER RICHTECH ROBOTICS INC.

Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF RICHTECH ROBOTICS INC. The responsibilities and powers of this Compensation Committee (the “Committee”) as delegated by the Board of Directors (the “Board”) of Richtech Robotics Inc. (the “Company”) are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is

Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2023 (November 16, 2023) Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 001-41866 88-2870106 (State or other jurisdiction of incorpo

Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 in the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2023).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF RICHTECH ROBOTICS INC. A Nevada Corporation Effective November 16, 2023 TABLE OF CONTENTS Page Article I OFFICES 1 1.1 Principal Executive Office 1 1.2 Registered Office 1 1.3 Other Offices 1 Article II STOCKHOLDERS’ MEETINGS 1 2.1 Place of Meetings 1 2.2 Annual Meetings 1 2.3 Special Meetings 1 2.4 Notice 2 2.5 Adjournments 2 2.6 Quorum 2 2.7 Voting. 3 2

Filed Pursuant to Rule 424(b)(4) File No. 333-273628 File No. 333-275612

PROSPECTUS Filed Pursuant to Rule 424(b)(4) File No. 333-273628 File No. 333-275612 2,100,000 Shares RICHTECH ROBOTICS INC. Class B Common Stock This is the initial public offering of 2,100,000 shares of Class B common stock, $0.00001 par value per share, of Richtech Robotics Inc. on a firm commitment basis. Prior to this offering, there has been no public market for our Class B common stock. The

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 Richtech Robotics Inc. Table 1. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Class B Common Stock, par va

As filed with the Securities and Exchange Commission on November 16, 2023.

As filed with the Securities and Exchange Commission on November 16, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICHTECH ROBOTICS INC. (Exact name of registrant as specified in its charter) Nevada 3569 88-2870106 (State or other jurisdiction of incorporation or organization) (P

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Richtech Robotics Inc. (Exact name of registrant as specified in its charter) Nevada 88-2870106 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

Richtech Robotics Inc.

Richtech Robotics Inc. November 9, 2023 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Mail Stop 4631 Washington, DC 20549 Re: Richtech Robotics Inc. Registration Statement on Form S-1, as amended File No. 333-273628 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and E

RICHTECH ROBOTICS INC. 4175 Cameron St Ste 1 Las Vegas, NV 89103 November 9, 2023

RICHTECH ROBOTICS INC. 4175 Cameron St Ste 1 Las Vegas, NV 89103 November 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, DC 20549 Re: Richtech Robotics Inc. Registration Statement on Form S-1 File No. 333-273628 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Rich

As filed with the Securities and Exchange Commission on October 31, 2023.

As filed with the Securities and Exchange Commission on October 31, 2023. Registration Statement No. 333-273628 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICHTECH ROBOTICS INC. (Exact name of registrant as specified in its charter) Nevada 3569 88-2870106 (State or other jurisdiction of

Amended and Restated Articles of Incorporation, as in effect prior to the consummation of this offering*

Exhibit 3.1

Form of Underwriting Agreement*

Exhibit 1.1 RICHTECH ROBOTICS INC. FORM OF UNDERWRITING AGREEMENT [●], 2023 R.F. Lafferty & Co., Inc. 40 Wall St. New York, NY 10004 As representatives of the several Underwriters named in Schedule A hereto. Ladies and Gentlemen: Richtech Robotics Inc., a Nevada corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with R.F. Lafferty & Co., Ltd. (the “Representative” of sev

Form of Second Amended and Restated Articles of Incorporation, to be in effect upon the consummation of this offering*

Exhibit 3.3 second amended and restated articles OF INCORPORATION OF Richtech Robotics Inc. ARTICLE I. Name The name of the corporation is Richtech Robotics Inc. (the “Corporation”). ARTICLE II. Purpose and Powers The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Nevada Revised Statutes (“NRS”) Chapter 78 of the State of Ne

Form of Underwriter Warrant*

Exhibit 4.2 Form of Representative’s Warrant THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS BEGINNING ON THE DATE OF COMMENCEMENT OF SALES OF THE OFFERING: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO ANYONE OTHER TH

Bylaws, as in effect prior to the consummation of this offering*

Exhibit 3.2 BYLAWS OF RICHTECH ROBOTICS INC. ARTICLE I: OFFICES Section 1.1. REGISTERED AGENT AND OFFICE. The registered agent of the Corporation (the “Corporation”) shall be as set forth in the Corporation’s articles of incorporation, as amended or restated (the “Articles of Incorporation”) and the registered office of the Corporation shall be the street office of that agent. The board of directo

Form of Amended and Restated Bylaws, to be in effect upon the consummation of this offering*

Exhibit 3.4 AMENDED AND RESTATED BYLAWS OF RICHTECH ROBOTICS INC. A Nevada Corporation Effective September , 2023 TABLE OF CONTENTS Page Article I OFFICES 1 1.1 Principal Executive Office 1 1.2 Registered Office 1 1.3 Other Offices 1 Article II STOCKHOLDERS’ MEETINGS 1 2.1 Place of Meetings 1 2.2 Annual Meetings 1 2.3 Special Meetings 1 2.4 Notice 2 2.5 Adjournments 2 2.6 Quorum 2 2.7 Voting 3 2.8

Filing Fee Table*

Exhibit 107 Calculation of Filing Fee Table Form S-1 Richtech Robotics Inc. Table 1. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Class B Common Stock, par va

INVESTOR PRESENTATION October 2023 TT0 VLL1 The securities of Richtech Robotics Inc. (" Richtech ," "we," "us," "our" or the "Company") may only be sold pursuant to an effective registration statement filed with the Securi tie s and Exchange Commissi

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus Dated October 10, 2023 (To Preliminary Prospectus dated September 19, 2023) Registration Statement No.

Master IT Services and Products Agreement, dated January 12, 2023 (Hotel MSA) (Incorporated by reference to Exhibit 10.3 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.3 [*****] [*****] Inc. Confidential Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. MASTER IT SERVICES AND PRODUCTS AGREEMENT THIS MASTER IT SERVICES AND PRODUCTS AGREEMENT is entered into by

Master Services Agreement, dated September 27, 2022 (Restaurant MSA) (Incorporated by reference to Exhibit 10.1 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.1 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. [*****] MASTER SERVICES AGREEMENT THIS MASTER SERVICES AGREEMENT (this “Agreement”) is dated as of September 27, 2022, (“Effective Date”), by

As filed with the Securities and Exchange Commission on September 19, 2023.

As filed with the Securities and Exchange Commission on September 19, 2023. Registration Statement No. 333-273628 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICHTECH ROBOTICS INC. (Exact name of registrant as specified in its charter) Nevada 3569 88-2870106 (State or other jurisdiction

Master Professional Services Agreement, dated September 26, 2022 (Gaming MSA) (Incorporated by reference to Exhibit 10.2 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.2 Pursuant to Item 601(b)(10)(iv) of Regulation S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. MASTER PROFESSIONAL SERVICES AGREEMENT THIS MASTER PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is entered into and made effective as of

*****

VIA EDGAR September 19, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attn: Megan Akst Re: Richtech Robotics Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 1, 2023 File No. 333-273628 Dear Ms. Akst: Richtech Robotics Inc. (the “Company,” “we,” “our” or “us”) hereby transmits the Co

Form of Code of Ethics**

Exhibit 14.1 RICHTECH ROBOTICS INC. CODE OF ETHICS 1. Introduction The Board of Directors of Richtech Robotics Inc. (the “Company”) has adopted this code of ethics (the “Code”), which is applicable to all directors, officers, and employees of the Company, with the intent to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between per

Form of Stock Purchase Agreement (Incorporated by reference to Exhibit 10.8 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.8 RICHTECH ROBOTICS INC. STOCK PURCHASE RIGHTS AGREEMENT (Restricted stock AWARD) This Stock Purchase Rights Agreement (the “Agreement”) is effective as of , 2023 (the “Date of Grant”) by and between Richtech Robotics Inc., a Nevada corporation, with address at 4175 Cameron Street, Ste 1, Las Vegas, NV 89103 (“Company”) and (the “Optionee” or “Grantee”). Unless otherwise defined herein,

Specimen Class B Common Stock Certificate (Incorporated by reference to Exhibit 4.1 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 4.1 NUMBER C- SHARES CUSIP [ ] [ ] SEE REVERSE FOR CERTAIN DEFINITIONS RICHTECH ROBOTICS INC. INCORPORATED UNDER THE LAWS OF NEVADA CLASS B COMMON STOCK THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF CLASS B COMMON STOCK OF THE PAR VALUE OF $0.00001 EACH OF RICHTECH ROBOTICS INC., transferable on the books of the Company in person or by duly authorized attorney

Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.7 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.7 RICHTECH ROBOTICS INC. STOCK OPTION AGREEMENT This Stock Option Agreement (the “Option Agreement”) is effective as of , 2023 (the “Date of Grant”) by and between Richtech Robotics Inc., a Nevada corporation, with address at 4175 Cameron Street, Ste 1, Las Vegas, NV 89103 (”Company”) and (the “Optionee”). Unless otherwise defined herein, all capitalized terms not defined herein will ha

Form of Invention Assignment Agreement (Incorporated by reference to Exhibit 10.4 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.4 INVENTION ASSIGNMENT AGREEMENT WHEREAS, [ ], an individual (hereinafter “ASSIGNOR”) is the inventor of certain new and useful improvements for which United States design patent application number [ ] entitled [ ]for a Cleaning Robot, was filed on [ ] (hereinafter “the invention”); WHEREAS, Richtech Robotics, Inc., a Nevada corporation (hereinafter “ASSIGNEE”), desires to acquire the e

Employment Agreement between the Company and Matthew Casella (Incorporated by reference to Exhibit 10.12 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.12 Las Vegas: 4175 Cameron St, Las Vegas, NV 89103 Austin: 13706 Research Blvd, Austin, TX 78750 www.richtechrobotics.com (866) 363-0570 Employment Agreement THIS AGREEMENT made, to take effect on the 15th day of Auguest , 2023, between Richtech Robotics Inc. a Corporation under the laws of the Nevada and having its principal place of business at Las Vegas, NV (the “Employer”); and Matt

Consent of Saul Factor**

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Richtech Robotics Inc. (the “Company”) of the Registration Statement on Form S-1 (“Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t

Employment Agreement between the Company and Zhenqiang Huang (Incorporated by reference to Exhibit 10.10 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.10 Richtech Creative Displays LLC Employment Agreement THIS AGREEMENT made as of the 1st day of July , 2016, between Richtech Creative Displays a Limited Liability Corporation under the laws of the Nevada and having its principal place of business at Las Vegas, NV (the “Employer”); and Zhenqiang Huang the “Employee”). WHEREAS the Employer desires to obtain the benefit of the services of

Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 21.1 None.

As filed with the Securities and Exchange Commission on September 1, 2023.

As filed with the Securities and Exchange Commission on September 1, 2023. Registration Statement No. 333-273628 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICHTECH ROBOTICS INC. (Exact name of registrant as specified in its charter) Nevada 3569 88-2870106 (State or other jurisdiction o

Form of Nominating and Corporate Governance Committee Charter**

Exhibit 99.3 NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER OF RICHTECH ROBOTICS INC. The responsibilities and powers of this Nominating and Corporate Governance Committee (the “Committee”) as delegated by the Board of Directors (the “Board”) of Richtech Robotics Inc. (the “Company”) are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent jud

Employment Agreement between the Company and Phil Zheng (Incorporated by reference to Exhibit 10.11 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.11 Richtech Creative Displays LLC Employment Agreement THIS AGREEMENT made as of the 06th day of July , 2020, between Richtech Creative Displays a Limited Liability Corporation under the laws of the Nevada and having its principal place of business at Las Vegas, NV (the “Employer”); and Phil Zheng the “Employee”). WHEREAS the Employer desires to obtain the benefit of the services of the

Consent of Stephen Markscheid**

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Richtech Robotics Inc. (the “Company”) of the Registration Statement on Form S-1 (“Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t

Form of Compensation Committee Charter**

Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF RICHTECH ROBOTICS INC. The responsibilities and powers of this Compensation Committee (the “Committee”) as delegated by the Board of Directors (the “Board”) of Richtech Robotics Inc. (the “Company”) are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is

Employment Agreement between the Company and Zhenwu Huang (Incorporated by reference to Exhibit 10.9 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.9 Richtech Creative Displays LLC Employment Agreement THIS AGREEMENT made as of the 1st day of July , 2016, between Richtech Creative Displays a Limited Liability Corporation under the laws of the Nevada and having its principal place of business at Las Vegas, NV (the “Employer”); and Zhenwu Huang the “Employee”). WHEREAS the Employer desires to obtain the benefit of the services of the

2023 Equity Stock Option Plan (Incorporated by reference to Exhibit 10.6 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.6 RICHTECH ROBOTICS INC. a Nevada Corporation STOCK OPTION PLAN 1. Purposes of Plan. The purposes of this Stock Option Plan (“Plan”) are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company, and to promote the success of the business of the Company. Options granted unde

Form of Stock Purchase Agreement (Pre-IPO Private Placement) (Incorporated by reference to Exhibit 10.5 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

Exhibit 10.5 THE SECURITIES OFFERED INVOLVE A HIGH DEGREE OF RISK AND MAY RESULT IN THE LOSS OF YOUR ENTIRE INVESTMENT. ANY PERSON CONSIDERING THE PURCHASE OF THESE SECURITIES SHOULD CONSULT WITH HIS, HER OR ITS LEGAL, TAX AND FINANCIAL ADVISORS PRIOR TO MAKING AN INVESTMENT IN SECURITIES. THE SECURITIES SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE ALL OF THEIR INVESTMENT. SHARE PURC

Form of Audit Committee Charter**

Exhibit 99.1 AUDIT COMMITTEE CHARTER OF RICHTECH ROBOTICS INC. The responsibilities and powers of this Audit Committee (the “Committee”) as delegated by the Board of Directors (the “Board”) of Richtech Robotics Inc. (the “Company”) are set forth in this charter. Whenever the Committee takes an action, it shall exercise its independent judgment on an informed basis that the action is in the best in

Consent of John Shigley**

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Richtech Robotics Inc. (the “Company”) of the Registration Statement on Form S-1 (“Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee t

As filed with the Securities and Exchange Commission on August 2, 2023.

As filed with the Securities and Exchange Commission on August 2, 2023. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RICHTECH ROBOTICS INC. (Exact name of registrant as specified in its charter) Nevada 3569 88-2870106 (State or other jurisdiction of incorporation or organizat

Filing Fee Table**

Exhibit 107 Calculation of Filing Fee Table Form S-1 Richtech Robotics Inc. Table 1. Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price (1) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Class B Common Stock, par va

*****

VIA EDGAR August 2, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attn: Megan Akst Re: Richtech Robotics Inc. Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted June 14, 2023 CIK No. 0001963685 Dear Ms. Akst: Richtech Robotics Inc. (the “Company,” “we,” “our” or “us”) hereby transmits the C

*****

VIA EDGAR June 14, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attn: Megan Akst, Kathlee Collins, Mariam Mansaray, Jan Woo Re: Richtech Robotics Inc. Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted May 15, 2023 CIK No. 0001963685 Dear Ms. Mansaray, Ms. Woo, Ms. Akst and Ms. Collins: Ri

As confidentially submitted to the Securities and Exchange Commission on June 14, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential

As confidentially submitted to the Securities and Exchange Commission on June 14, 2023.

As confidentially submitted to the Securities and Exchange Commission on May 12, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

As confidentially submitted to the Securities and Exchange Commission on May 12, 2023.

2

VIA EDGAR May 12, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attn: Megan Akst Re: Richtech Robotics Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted April 21, 2023 CIK No. 0001963685 Dear Ms. Mansaray, Ms. Woo, Ms. Akst and Ms. Collins: Richtech Robotics Inc. (the “Company,” “we,”

2

VIA EDGAR April 21, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, NE Washington, D.C. 20549 Attn: Mariam Mansaray and Jan Woo Re: Richtech Robotics Inc. Draft Registration Statement on Form S-1 Submitted February 13, 2023 CIK No. 0001963685 Dear Ms. Mansaray and Ms. Woo: Richtech Robotics Inc. (the “Company,” “we,” “our” or “us”) here

As confidentially submitted to the Securities and Exchange Commission on April 21, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidentia

As confidentially submitted to the Securities and Exchange Commission on April 21, 2023.

As confidentially submitted to the Securities and Exchange Commission on February 10, 2023. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confiden

As confidentially submitted to the Securities and Exchange Commission on February 10, 2023.