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~~ 30December 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 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.)

~~4175~~2975 ~~Cameron~~Lincoln StRd ~~Ste 1~~ Las Vegas, NV ~~89103~~89115

(Address of principal executive offices) (Zip Code)

(866) 236-3835

(Registrant’s telephone number, including area code)

~~N/A~~4175 Cameron St Ste 1 Las Vegas, NV 89103 (Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol(s):		Name of Each Exchange on Which Registered:
Class B Common Stock, par value $0.0001 per share		RR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of ~~August~~February 11, ~~2025~~2026, there were 39,934,846 shares of ~~the~~our ~~Company’s~~ Class A common stock and ~~109~~183,~~959~~661,~~133~~ 127 shares of ~~the~~our ~~Company’s~~ Class B common stock issued and outstanding.

RICHTECH ROBOTICS INC.

Quarterly Report on Form 10-Q

Table of Contents

PART I. FINANCIAL INFORMATION				1
Item 1.	Financial Statements	~~Financial Statements~~	1	1
		Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and September 30, 2024		1
	Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 2025		1
		Consolidated Statements of Operations for the Three and Nine Months ended June 30, 2025 and 2024 (Unaudited)		2
	Consolidated Statements of Operations for the Three Months ended December 31, 2025 and 2024 (Unaudited)		2
		Consolidated Statements of Stockholders’ Equity for the Three and Nine Months ended June 30, 2025 and 2024 (Unaudited)		3
	Consolidated Statements of Stockholders’ Equity for the Three Months ended December 31, 2025 and 2024 (Unaudited)		4
		Consolidated Statements of Cash Flows for the nine months ended June 30, 2025 and 2024 (Unaudited)		5
	Consolidated Statements of Cash Flows for the three months ended December 31, 2025 and 2024 (Unaudited)		5
	Notes to Consolidated Financial Statements	~~Notes to Consolidated Financial Statements~~	6	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	18	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~	26	18
Item 4.	Controls and Procedures	~~Controls and Procedures~~	26	19
PART II. OTHER INFORMATION				20
Item 1.	Legal Proceedings	~~Legal Proceedings~~	27	20
Item 1A.	Risk Factors	~~Risk Factors~~	27	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	27	20
Item 3.	Defaults Upon Senior Securities	~~Defaults Upon Senior Securities~~	27	20
Item 4.	Mine Safety Disclosures	~~Mine Safety Disclosures~~	27	20
Item 5.	Other Information	~~Other Information~~	27	20
Item 6.	Exhibits	~~Exhibits~~	28	21
SIGNATURES			29	22

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” (as defined in Section 27A of the Securities Act of of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that reflect our current expectations and views of future events. The forward-looking statements are contained principally in the section of this Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Readers are cautioned that significant known and unknown risks, uncertainties and other important factors (including those over which we may have no control and others listed in this Report and in the “Risk Factors” section of our Annual Report on Form 10-K/A for the fiscal year ended September 30, ~~2024~~2025 (“~~2024~~2025 Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on ~~March~~January 420, ~~2025~~2026, may cause our actual results, performance or achievements to be materially different from ~~those~~ those expressed or implied by the forward-looking statements. You can identify some of these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “potential,” “continue” or other similar expressions. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs.

Our operations and business prospects are always subject to risks and uncertainties including, among others:

●

Our ability to secure raw materials and components to manufacture sufficient quantities of robots to match demand;

●

Our ability to secure enterprise clients and deals in the face of growing competition;

●

Assumptions around the speed of robotic adoption in service environments;

●

Assumptions relating to the size of the market for our products and services;

●

Unanticipated regulations of robots and automation that add barriers to adoption and have a negative effect on our business;

● Our ability to obtain and maintain intellectual property protection for our products; ~~and~~

● ~~Our~~Investigations, ~~estimates~~claims, ~~of expenses~~disputes, ~~future~~enforcement ~~revenue~~actions, ~~capital~~litigation ~~requirements~~ and/or ~~our~~other ~~needs~~regulatory ~~for~~or legal proceedings, orincluding ~~ability~~with respect to ~~obtain,~~our ~~additional~~intellectual ~~financing.~~property and our technology;

~~These~~● ~~forward-looking~~Level statements involve numerous and significant risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of ~~operations~~product orservice ~~the~~failures ~~results of other matters~~ that ~~we anticipate herein~~ could belead ~~materially different from~~ our ~~expectations.~~customers ~~Important risks and factors that could cause our actual results~~ to beuse ~~materially different from our expectations are generally set forth in the “Management~~competitors’s Discussion and Analysis of Financial Condition and Results of Operation” section contain in this Report and in the “Risk Factors” and other sections of the 2024 Annual Report. You should thoroughly read this Report and the documents that we refer to with the understanding that our actual future results may be materially different from, and worse than, what we expect. We qualify all our forward-looking statements by these cautionary statements.services;

●

Our estimates of expenses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing

●

Our ability to procure inventory and components from China may be affected by geopolitical tensions, conflict, tariffs, trade restrictions, public health issues, and other business interruptions;

●

The possibility that we may be adversely affected by other economic, business, and/or competitive factors; and

●

Other risks and uncertainties described under the section titled “Risk Factors” in the 2025 Annual Report.

These forward-looking statements involve numerous and significant risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results of operations or the results of other matters that we anticipate herein could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operation” section contain in this Report and in the “Risk Factors” and other sections of the 2025 Annual Report. You should thoroughly read this Report and the documents that we refer to with the understanding that our actual future results may be materially different from, and worse than, what we expect. We qualify all our forward-looking statements by these cautionary statements.

The forward-looking statements made in this Report relate only to events or information as of the date of this Report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this Report completely and with the understanding that our actual future results may be materially different from what we expect.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

RICHTECH ROBOTICS INC.

~~CONSOLIDATED~~Unaudited ~~BALANCE~~Consolidated ~~SHEETS~~Balance Sheets

(In thousands, except share and per share data)

	June 30,
	December 31, 2025			September 30, 2025
	2025 (Unaudited)			September 30, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	32271,~~893~~811		$	14193,~~566~~629
Short term investment		5256,~~616~~683			1558,~~940~~308
Accounts receivable, (net of allowance for doubtful accounts)		1,~~694~~890			1,~~359~~780
Inventory		1,~~482~~878			1,~~148~~380
Prepaid expenses and other current assets		~~166~~322			33429
Total current assets		88332,~~851~~584			33255,~~046~~526
Property and equipment, net		5,~~164~~541			~~738~~5,579
Operating lease right-of-use-assets		795			506
Notes receivable		528			523
Intangible assets, Net		11,532			7,621
Operating lease right-of-use-assets		607			731
Other assets, non-current		987			740
Intangible assets, Net		9,477			9,761
Total assets	$	107,329		$	42,651
Other assets, non-current		647			638
Total assets	$	349,384		$	272,758
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	~~337~~132		$	~~150~~397
Accrued expenses		82			97
Deferred revenue		358			248
Short-term loan		-			53
Accrued expenses and other payables		8,444			1,377
Tax payables		4092			555
Operating lease liabilities, current		~~280~~281			~~150~~301
Total current liabilities		~~739~~9,307			~~455~~2,378
Long-term payables		~~124~~112			~~102~~118
Operating lease liabilities, non-current		~~515~~326			~~356~~429
Total liabilities		19,~~378~~745			~~913~~2,925
Commitments and contingencies (Note 5)
Commitments and contingencies (Notes 7)
Stockholders’ equity:
Class A common stock, $0.0001 par, 100,000,000 shares authorized as of June 30, 2025 and September 30, 2024, 39,934,846 shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively	$	4		$	4
Class A common stock, $0.0001 par, 100,000,000 shares authorized as of December 31, 2025 and September 30, 2025; 39,934,846 shares issued and outstanding as of September 30, 2025 and 2025.	$	4		$	4
Class B common stock, $0.0001 par, 200,000,000 shares authorized as of June 30, 2025 and September 30, 2024, 98,732,612 shares and 53,795,254 shares issued and outstanding as of June 30, 2025 and September 30, 2024, respectively.		10			6
Class B common stock, $0.0001 par, 1,000,000,000 and 200,000,000 shares authorized as of December 31, 2025 and September 30, 2025, respectively; 174,299,223 shares and 154,656,592 shares issued and outstanding as of December 31, 2025 and September 30, 2025, respectively.		18			16
Additional paid-in capital		126,114			49,667
Additional Paid-in Capital		371,403			293,156
Retained earnings		(20,099	)		(7,939	)
Accumulated other comprehensive income		356			393
Total controlling stockholders’ equity		106,029			41,738
Retained earnings		(32,095	)		(23,693	)
Non-controlling interests		(78	)		-
Total controlling stockholders’ equity		339,686			269,876
Total stockholders’ equity		105,951			41,738
Non-controlling interests		(47	)		(43	)
Total liabilities and stockholders’ equity	$	107,329		$	42,651
Total stockholder’s equity		339,639			269,833
Total liabilities and stockholders’ equity	$	349,384		$	272,758

See accompanying Notes to Financial Statements

RICHTECH ROBOTICS INC.

~~CONSOLIDATED~~Unaudited ~~STATEMENTS~~Consolidated OFStatements ~~OPERATIONS~~of Operations

For the three months ended December 31, 2025 and 2024

(In thousands, except share and per share data)

(Unaudited)

	2025			2024
Revenue, net	$	1,147		$	1,257
Cost of revenue, net		547			123
Gross profit		600			1,134

Operating expenses:
Research and development		448			484
Sales and marketing		188			245
General and administrative		11,773			4,303
Total operating expenses		12,409			5,032
Income (loss) from operations		(11,809	)		(3,898	)
Non-operating income(expense):
Investment income		3,401			333
Interest expense, net		(2	)		(4	)
Total other expense		3,399			329
Loss before income tax expense		(8,410	)		(3,569	)
Income tax benefit/(expense)		-			-
Consolidated net loss		(8,410	)		(3,569	)
Less: Net loss attributable to non-controlling interest (“NCI”)		(8	)		(21	)
Net loss		(8,402	)		(3,548	)
Net loss attributable to common stockholders	$	(8,402	)	$	(3,548	)
Basic and diluted net loss per share of common stock	$	(0.04	)	$	(0.04	)
Weighted average shares used to compute basic and diluted net loss per share		197,731,671			95,785,054

	Nine Months ended June 30,						Three Months ended June 30,
	2025			2024			2025			2024
Revenue, net	$	3,601			3,715		$	1,177			1,443
Cost of revenue, net		878			1,411			301			429
Gross profit		2,723			2,304			876			1,014
Operating expenses:
Research and development		1,337			1,633			533			386
Sales and marketing		903			1,024			288			237
General and administrative		13,827			3,750			4,562			1,286
Total operating expenses		16,067			6,407			5,383			1,909
Loss from operations		(13,344	)		(4,103	)		(4,507	)		(895	)
Non-operating income (expense):
Investment income		1,143			-			423			-
Interest expense, net		(28	)		(761	)		(19	)		(101	)
Total other expense		1,115			(761	)		404			(101	)
Loss before income tax expense		(12,229	)		(4,864	)		(4,103	)		(996	)
Income tax benefit/(expense)		(9	)		(317	)		-			(317	)
Consolidated net loss		(12,238	)		(5,181	)		(4,103	)		(1,313	)
Less: net loss attributable to non-controlling interest		(78	)		-			(40	)		-
Net loss attributable to the Company		(12,160	)		(5,181	)		(4,063	)		(1,313	)
Net loss attributable to common stockholders	$	(12,160	)		(5,181	)	$	(4,063	)		(1,313	)
Basic and diluted net loss per share of common stock	$	(0.11	)		(0.07	)	$	(0.04	)		(0.02	)

RICHTECH ROBOTICS INC.

~~CONSOLIDATED STATEMENTS~~Consolidated OFstatements ~~EQUITY~~ of Comprehensive Income

~~(In~~For ~~thousands~~the ~~except~~three ~~share~~months ~~data)~~ended December 31, 2025 and 2024

(~~Unaudited~~In thousands, except share and per share data)

For the Three Months ended June 30, 2025
	2025			2024
															Retained
Net loss		(8,402	)		(3,548	)
	Common Stock*												Additional		Earnings						Total
Other comprehensive income:
	Class A						Class B						Paid-in		(Accumulated						Shareholders’
Unrealized net loss on investments, net of tax		(37	)		-
	Shares			Amount			Shares			Amount			Capital		Deficit)			NCI			Equity
Comprehensive loss	$	(8,439	)	$	(3,548	)
Balance at March 31, 2025		39,934,846		$	4			74,868,935		$	7		$	71,913	$	(16,036	)	$	(38	)	$	55,850
Shares issued for services		-			-			181,282			0			2,591		-			-			2,591
Issuance of new shares for cash		-			-			23,682,395			2			48,646		-			-			48,648
Issuance of common shares for intangible asset acquisition		-			-			-			-			2,924		-			-			2,924
Shares issued to employees and directors								10,027			1											1
Transfer to ESOP trust (unallocated)		-			-			(10,027	)		(0	)		-		-			-			(0	)
Capital contribution to controlled subsidiary		-			-			-			-			40		-			(40	)		-
Net loss		-			-			-			-			-		(4,063	)		-			(4,063	)
Balance at June 30, 2025		39,934,846		$	4			98,732,612		$	10		$	126,114	$	(20,099	)	$	(78	)	$	105,951

For the Three Months ended June 30, 2024
													Retained
	Common Stock*										Additional		Earnings			Total
	Class A						Class B				Paid-in		(Accumulated			Shareholders’
	Shares			Amount			Shares		Amount		Capital		Deficit)			Equity
Balance at March 31, 2024		44,353,846		$	4			22,283,410	$	2	$	13,879	$	(3,667	)	$	10,219
Conversion from class A to Class B common stock		(2,200,000	)		(0	)		2,200,000		0		-		-			-
Issuance of new shares		-			-			3,046,687		0		173		-			173
Conversion from Class A to Class B common stock		-			-			-		-		-		-			-
Net loss		-			-			-		-		-		(1,313	)		(1,313	)
Balance at June 30, 2024		42,153,846		$	4			27,530,097	$	3	$	14,052	$	(4,980	)	$	9,079

See accompanying Notes to Financial Statements.

For the Nine Months ended June 30, 2025
											Retained
	Common Stock*								Additional		Earnings						Total
	Class A				Class B				Paid-in		(Accumulated						Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit)			NCI			Equity
Balance at September 30, 2024		39,934,846	$	4		53,795,254	$	6	$	49,667	$	(7,939	)	$	-		$	41,738
Issuance of common shares for intangible asset acquisition		-		-		5,788,849		1		5,378		-			-			5,379
Issuance of shares upon exercise of warrants for cash		-		-		12,488,075		1		16,858								16,859
Shares issued to employees and directors		-		-		2,942,556		0		1,380		-			-			1,380
Issuance of new shares for cash						22,706,395		2		48,646
Shares issued for services		-		-		1,011,483		0		4,080		-			-			4,080
Capital contribution to controlled subsidiary		-		-		-		-		105		-			(78	)		27
Net loss		-				-		-		-		(12,160	)		-			(12,160	)
Balance at June 30, 2025		39,934,846	$	4		98,732,612	$	10	$	126,114	$	(20,099	)	$	(78	)	$	105,951

RICHTECH ROBOTICS INC.

For the Nine Months ended June 30, 2024
														Retained
	Common Stock*										Additional			Earnings			Total
	Class A						Class B				Paid-in			(Accumulated			Shareholders’
	Shares			Amount			Shares		Amount		Capital			Deficit)			Equity
Balance at September 30, 2024		44,353,846		$	4			17,813,000	$	2	$	4,601		$	201		$	4,808
Initial public offering related expenses		-			-			-		-		(1,435	)		-			(1,435	)
Common stock issuance for initial public offering		-			-			2,142,563		0		10,713			-			10,713
Issuance of new shares		-			-			5,374,534		1		173			-			174
Conversion from Class A to Class B common stock		(2,200,000	)		(0	)		2,200,000		0		-			-			-
Net loss		-			-			-		-		-			(5,181	)		(5,181	)
Balance at June 30, 2024		42,153,846		$	4			27,530,097	$	3	$	14,052		$	(4,980	)	$	9,079

Unaudited Consolidated Statements of Equity

For the three months ended December 31, 2025 and 2024

(in thousands, except per share data)

	Common stock*								Additional		Accumulated Other			Retained earnings						Total
	Class A				Class B				Paid-in		Comprehensive			(Accumulated						Shareholders’
	Shares		Amount		Shares		Amount		Capital		Income			deficit)			NCI			equity
Balance at September 30, 2025		39,934,846		4		154,656,592		16		293,156		393			(23,693	)		(43	)		269,833
Issuance of shares upon exercise of warrants for cash		-		-		4,485,946		0		9,184		-			-			-			9,184
Issuance of new shares for cash		-		-		15,156,685		2		69,063		-			-			-			69,065
Net loss attributable to NCI		-		-		-		-		-		-			-			(8	)		(8	)
Capital contribution from NCI		-		-		-		-		-		-			-			4			4
Other comprehensive loss		-		-		-		-		-		(37	)		-			-			(37	)
Net loss		-		-		-		-		-		-			(8,402	)		-			(8,402	)
Balance at December 31, 2025		39,934,846		4		174,299,223		18		371,403		356			(32,095	)		(47	)		339,639

											Retained
	Common stock*								Additional		earnings			Total
	Class A				Class B				Paid-in		(Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		deficit)			equity
Balance at September 30, 2024		39,934,846	$	4		53,795,254	$	6	$	49,667	$	(7,939	)	$	41,738
Issuance of shares of common stock for Intangible asset acquisition		-		-		4,088,000		-		2,454		-			2,454
Issuance of shares upon exercise of warrants for cash						5,973,667		1		8,064					8,065
Shares issued to employees and directors		-		-		3,395,153		-		867		-			867
Shares issued for services						371,631				314		-			314
Non-controlling interests		-		-		-		-		-		(21	)		(21	)
Net loss		-				-		-		-		(3,548	)		(3,548	)

Balance at December 31, 2024		39,934,846	$	4		67,623,705	$	7	$	61,366	$	(11,508	)	$	49,869

See accompanying Notes to Financial Statements.

RICHTECH ROBOTICS, INC.

~~CONSOLIDATED~~Unaudited ~~STATEMENTS~~Consolidated OFStatements ~~CASH~~of ~~FLOWS~~Cash Flows

For the three months ended December 31, 2025 and 2024

(In thousands)

(Unaudited)

	2025			2024
Cash flows from operating activities:
Net loss	$	(8,402	)	$	(3,548	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Accounts receivable		(110	)		(755	)
Inventory		(498	)		(248	)
Prepaid expenses and other current assets		107			(20	)
Right-of-use asset		124			(167	)
sAccounts payable		(265	)		380
Deferred revenue		110			-
Tax payable		37			26
Accrued expenses and other payable		(1,222	)		73
Depreciation and amortization		353			513
Stock based compensation		8,284
Operating lease liabilities, current		(20	)		60
Operating lease liabilities, non- current		(103	)		108
Net cash used by operating activities		(1,605	)		(3,599	)
Cash flows from investing activities:
Purchase of property and equipment		(71	)		(78	)
Purchase of short-term investments		(454	)		(127	)
Purchase of long-term investments		(9	)		(175	)
Proceeds from maturities and sales of short-term investments		2,079			-
Notes receivable		(5	)		-
Net cash provided by investing activities		1,540			(380	)
Cash flows from financing activities:
Contributions from non-controlling interests		4			(21	)
Proceeds from warrants exercise		9,184			-
Loans received from third parties		(6	)		(4	)
Proceeds from issuance of ordinary shares		69,065			9,244
Net cash provided by financing activities		78,247			9,240
Net change in cash and cash equivalents		78,182			5,261
Cash and cash equivalents at beginning of the period	$	193,629		$	14,566
Cash and cash equivalents at end of the period	$	271,811		$	19,827

	Nine Months Ended June 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(12,238	)	$	(5,181	)
Adjustments to reconcile net income to net cash provided by operating activities:
Accounts receivable		(335	)		2,448
Inventory		(334	)		424
Prepaid expenses and other current assets		(133	)		15
Right-of-use asset		(289	)		(288	)
Accounts payable		187			(111	)
Tax payable		35			(197	)
Accrued expenses		(15	)		(26	)
Deferred tax assets		-			518
Depreciation and amortization		1,635			7
Operating lease liabilities, current		130			34
Operating lease liabilities, non- current		160			253
Other non-current assets		-			(17	)
Net cash provided by operating activities		(11,197	)		(2,121	)
Cash flows from investing activities:
Cash used for lending to related parties		-			135
Purchase of equipment		(4,509	)		-
Purchase of intangible assets		(100	)		-
Purchase of short-term investments		(36,676	)		-
Purchase of long-term investments		(247	)		-
Net cash used in investing activities		(41,532	)		135
Cash flows from financing activities:
Payment of loans received from third parties		(53	)		(1,459	)
Loans received from third parties		22			3,000
Payment of related party debt		-			(238	)
Proceeds from issuance of ordinary shares		71,087			173
Proceeds from stockholder capital injection		-			9,278
Net cash used in financing activities		71,056			10,754
Net change in cash and cash equivalents		18,327			8,768
Cash, cash equivalents and restricted cash at beginning of the period	$	14,566		$	433
Cash, cash equivalents and restricted cash at end of the period	$	32,893		$	9,201

See accompanying Notes to Financial Statements.

~~RICHTECH~~NOTES ~~ROBOTICS,~~TO ~~INC.~~FINANCIAL STATEMENTS

~~NOTES~~FOR TOTHE ~~CONSOLIDATED~~THREE ~~FINANCIAL~~MONTHS ~~STATEMENTS~~ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

(Unaudited)

NOTE 1: Nature of Business

Description of Business

Richtech Robotics Inc. (“we”, “us”, “our” ~~“Richtech”~~ or ~~the~~ “~~Company~~Richtech”), is a C-Corporation registered in Nevada. Richtech was ~~converted~~originally ~~from~~established as Richtech Creative Displays, LLC in Nevada on July 19, 2016, and converted to a Nevada corporation on June 22, 2022. ~~and~~We iscompleted ~~the~~our initial ~~predecessor~~public ofoffering ~~Richtech.~~on ~~Richtech~~November ~~Creative~~21, ~~Displays~~2023, ~~LLC was~~and ~~established~~shares of our Class B common stock began trading on ~~July~~the 19Nasdaq Capital Market on November 17, ~~2016~~2023 inunder ~~Nevada~~the symbol “RR.”

We are a ~~leading~~robotics ~~provider~~and ~~of service robotic solutions. We develop,~~artificial ~~manufacture,~~intelligence ~~and~~(“AI”) ~~deploy~~technology ~~novel~~company ~~products~~focused ~~that~~on ~~address~~developing ~~the~~advanced ~~growing~~embodied ~~need~~AI ~~for~~systems ~~automation in the service industry and provide service automation solutions~~ that ~~directly~~aim ~~address~~to ~~the~~improve ~~labor shortage problem affecting~~ the ~~US service industry. Our solutions include delivery, commercial~~efficiency ~~cleaning,~~and ~~food~~productivity &of ~~beverage~~U.S. ~~service,~~businesses. ~~and~~Richtech ~~customization~~trains ~~and~~proprietary ~~development~~artificial ~~service,~~intelligence ~~which~~models ~~have~~on ~~been implemented~~ in-house ~~more~~data ~~than~~to 80operate ~~cities across~~advanced ~~the~~robotic ~~United~~systems ~~States~~ in ~~restaurants,~~the ~~hotels,~~real ~~casinos,~~world. ~~automobile~~We ~~dealerships~~design, ~~hospitals~~engineer, ~~senior living homes~~manufacture, ~~factories~~ and ~~retail~~deploy ~~centers. Our~~next ~~solutions~~generation ~~automate~~embodied ~~repetitive~~AI ~~and~~systems ~~time-consuming tasks which allows clients~~ to ~~reallocate~~serve ~~labor~~a ~~hours~~wide ~~to more value-creating roles.~~range ~~Many~~ of ~~our~~industries—including ~~clients~~food ~~see~~service, ~~our~~retail, ~~robotic~~industrial ~~solutions~~manufacturing, asautomotive, ~~crucial~~healthcare, ~~to expanding~~ and ~~scaling their businesses~~hospitality. Our ~~goal~~robots isare designed to be auser ~~long-term~~friendly, ~~partner to our clients~~reliable, ~~providing~~and ~~them~~highly customizable, with athe ~~range~~goal of ~~robotic~~driving ~~solutions~~tangible toprofit ~~alleviate~~and ~~their~~loss ~~problems.~~(“P&L”) improvements for our customers.

Risk and Uncertainties

~~The~~Our ~~Company’s~~ business ~~and~~ and operations are sensitive to general business and economic conditions worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets, and the general condition of the world economy and geopolitical instability, such as the military conflicts in Ukraine, ~~and~~ the Middle East and Venezuela. A host of factors beyond ~~the~~our ~~Company’s~~ control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on ~~the~~our ~~Company’s~~ financial condition and the results of ~~its~~ our operations. In addition, ~~the~~we ~~Company~~compete ~~competes~~ with many companies that currently have extensive and well-funded projects, ~~and~~ marketing and sales operations. ~~The~~We ~~Company~~ may be unable to compete successfully against these companies. ~~The~~Our ~~Company’s~~ industry is characterized by rapid changes in technology and market demands. As a result, ~~the~~ ~~Company’s~~our products, services, or expertise may become obsolete or unmarketable. ~~The~~Our ~~Company’s~~ future success will depend on ~~its~~ our ability to adapt to technological advances, anticipate customer and market demands, and enhance ~~its~~our current technology under development.

Emerging Growth Company Status

We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies.

We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that we are (1) no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

We will remain an emerging growth company until the earliest of (1) the last day of the first fiscal year (A) following the fifth anniversary of the completion of our initial public offering on November 21, 2023, (B) in which our total annual gross revenue is at least $1.235 billion or (C) when we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates exceeds $700.0 million as of our most recently completed second fiscal quarter and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

NOTE 2: Summary of Significant Accounting Policies

Basis of Presentation

These financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business as one operating segment.

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. We place our cash and cash equivalents in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings.

Investments

Investments may be comprised of a combination of marketable securities, including U.S. government securities, corporate debt securities, commercial paper, time deposits, and certain certificates of deposit, which are all designated as available-for-sale and reported at estimated fair value, with unrealized gains and losses recorded in accumulated other comprehensive income which is included within stockholders’ equity.

Available-for-sale marketable securities with maturities greater than three months at the date of purchase are included in short-term investments in our consolidated balance sheets. Interest, dividends, amortization and accretion of purchase premiums and discounts on these investments are included within interest income in our consolidated statements of operations.

The cost of available-for-sale investments sold is based on the specific identification method. Realized gains and losses on the sale of available-for-sale investments are recorded in other income (expense), net.

We regularly review all of our investments for declines in fair value. The review includes but is not limited to (i) the consideration of the cause of the decline, (ii) any currently recorded expected credit losses and (iii) the creditworthiness of the respective security issuers. The amortized cost basis of our investments approximates its fair value.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

NOTE 2: Summary of Significant Accounting Policies (cont.)

Accounts Receivable

Our accounts receivable primarily consist of trade receivables, which represent amounts owed to us by customers for products and services provided. These receivables are presented net of any rebates, price protection adjustments, and an allowance for credit losses. In addition to trade receivables, our ~~accounts~~ accounts receivable also include unbilled receivables. These primarily relate to work completed on development services ~~and semi-custom products~~ for which revenue has been recognized but not yet invoiced to customers. We expect these unbilled receivables to be billed and collected within twelve months.

We actively manage our exposure to customer credit risk through various measures, including credit limits, credit lines, ongoing monitoring procedures, and credit approvals. We perform in-depth credit evaluations of all new customers and periodically reassess the creditworthiness of existing customers. If deemed necessary, we may require letters of credit, bank or corporate guarantees, or advance payments to mitigate credit risk.

To account for ~~potential~~ potential losses from uncollectible accounts, we maintain an allowance for credit losses. This allowance considers both specific troubled accounts and an overall estimate of potential uncollectible receivables based on historical experience and current credit quality assessments. As of ~~June~~December 3031, 2025, the allowance for credit losses was $~~86 thousand~~99, compared to $~~197~~103 ~~thousand~~ as of ~~September~~December 3031, 2024. We believe that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential risks for uncollectible accounts.

Inventories

We value inventory at standard cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market conditions. In determining excess or obsolescence reserves for our products, we consider assumptions such as changes in business and economic conditions, other-than-temporary decreases in demand for our products, and changes in technology or customer requirements. In determining the lower of cost or net realizable value reserves, we consider assumptions such as recent historical sales activity and selling prices, as well as estimates of future selling prices. We fully reserve for inventories and non-cancellable purchase orders for inventory deemed obsolete. We perform periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances and non-cancellable purchase orders to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by us, additional inventory carrying value adjustments may be required.

Inventory as of June 30, 2025 and September 30, 2024 are as follows:

	June 30,		September 30,
	2025		2024
Raw materials	$	914	$	619
Finished goods		568		529
Total inventories	$	1,482	$	1,148

Property, and Equipment, net

Property and equipment, net is stated at cost less accumulated depreciation and amortization and is depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of equipment is two to six years, and leasehold improvements are measured by the shorter of the remaining terms of the leases or the estimated useful economic lives of the improvements.

Property and equipment, as of June 30, 2025 and September 30, 2024 are as follows:

	June 30,			September 30,
	2025			2024
Furniture, fixtures & equipment	$	1,049		$	788
Equipment held for lease		167			-
Leasehold improvements		4			4
Building		3,842			-
Land		240			-
		5,302			792
Accumulated depreciation		(138	)		(54	)
Property and equipment, net	$	5,164		$	738

Depreciation expenses for the Nine months ended June 30, 2025 and the fiscal year ended September 30, 2024 were $53 and $15 respectively.

~~Intangible~~NOTES ~~Asset,~~TO ~~net~~FINANCIAL STATEMENTS

~~The~~FOR ~~Company’s~~THE ~~intangible assets~~THREE ~~consist~~MONTHS ofENDED ~~multiple~~DECEMBER ~~systems~~31, ~~purchased for our robotic product. These assets are amortized using the straight-line method over their~~2025 ~~estimated~~AND ~~useful life of 10 years.~~2024

~~Intangible Asset,~~(Dollars asin ~~of June 30~~thousands, ~~2025~~unless ~~and~~otherwise ~~September 30, 2024 are as follows:~~stated)

	June 30,			September 30,
	2025			2024
Intangible Asset	$	13,150		$	7,687
Accumulated Amortization		(1,618	)		(67	)
Intangible Asset, net	$	11,532		$	7,620

NOTE 2: Summary of Significant Accounting Policies (cont.)

~~Amortization~~Intangible ~~expenses for the nine months ended June 30, 2025 and the fiscal year ended 2024 were $766 and $67, respectively.~~ Assets

~~Stockholders’~~Our ~~Equity~~intangible assets consist of multiple systems purchased for our robotic product. These assets are amortized using the straight-line method over their estimated useful life of 10 years.

~~During~~We assess our intangible assets for impairment whenever events or changes in circumstances indicate that the ~~nine~~carrying ~~months~~amount ~~ended~~of an asset or asset group may ~~June~~not 30be recoverable. In addition, ~~2025~~a formal review is performed at each fiscal year-end. If such indicators are present, we perform a recoverability test by comparing the ~~Company~~asset’s ~~issued~~carrying anamount ~~aggregate~~to ofthe 23estimated undiscounted future cash flows expected to be generated by the asset or the asset group to which it belongs. If the carrying amount exceeds the estimated undiscounted future cash flows,~~863,677~~ ~~shares~~an ofimpairment ~~Class~~loss is Brecognized ~~common~~for ~~stock~~the ~~consisting~~amount ofby which the ~~following:~~carrying amount exceeds the asset’s fair value. Fair value is typically determined based on discounted cash flow models or, when available, observable market data.

i.Rights ~~181,282 shares of Class B common stock were issued as compensation for consulting services under the Amended~~ and ~~Restated~~Privileges ~~Richtech Robotics, Inc. 2023 Stock Option Plan, resulting in an increase~~ of ~~$315~~Common ~~thousand to additional paid-in capital in accordance with ASC 718.~~Stock

~~ii.~~Pursuant 23to our second amended and restated articles of incorporation,~~682~~ as amended,~~395~~ ~~shares~~our ~~were~~authorized ~~issued~~capital ~~through~~stock consists of an ~~at-the-market~~aggregate (of 110,000,000 shares of common stock, including 100,000,000 shares of Class A common stock and 1,000,000,000 shares of Class B common stock, and 10,000,000 shares of “~~ATM~~blank check”) ~~offering~~preferred stock. The following description summarizes the material terms of our securities registered under Section 12 of the Exchange Act and does not purport to be complete. It is subject to, asand ~~further~~qualified ~~described~~in ~~below~~its entirety by reference to, our second amended and restated articles of incorporation and our amended and restated bylaws.

~~At-The-Market~~Except ~~Offering~~as otherwise required by Nevada Revised Statutes (“NRS”), each holder of Class A common stock is entitled to ten (10) votes in respect of each share of Class A common stock held by him, her, or it of record on our books, and each holder of Class B common stock is entitled to one (1) vote in respect of each share of Class B common stock held by him, her, or it of record on our books, in connection with the election of directors and on all matters submitted to a vote of our stockholders. Each share of Class A common stock is convertible into one share of Class B common stock at any time at the option of the holder, but Class B common stock shall not be convertible into Class A common stock under any circumstances. Holders of our common stock do not have preemptive, subscription, or redemption rights.

On May 16, 2025, the Company entered into that certain At The Market Offering Agreement (“ATM Agreement”) with Rodman & Renshaw LLC (“Rodman”), which will serve as the lead agent, H.C. Wainwright & Co., LLC (“Wainwright”) and BTIG, LLC (“BTIG”) (each of Rodman, Wainwright and BTIG individually, an “Agent” and, collectively, the “Agents”), with respect to an ATM program. Under the ATM program, the Company may offer and sell, from time to time through or to Rodman or such other Agent selected by Rodman, as sales agent and/or principal (the “Designated Agent”), shares of the Class B common stock having an aggregate offering price of up to $100 million. The offer and sale of the shares were made pursuant to a shelf registration statement on Form S-3 and the related base prospectus (File No. 333-284779) initially filed by the Company with the Securities and Exchange Commission (the “SEC”), on February 7, 2025, as amended on April 18, 2025 and May 14, 2025, respectively, and declared effective by the SEC on May 15, 2025, and the related prospectus supplement filed by the Company with the SEC on May 16, 2025. Pursuant to the ATM Agreement, the Designated Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices and/or in any other method permitted by law.

Pursuant to the ATM Agreement, the Designated Agent is entitled to a fixed cash commission rate equal to 3.0% of the gross sales price of any shares of Class B common stock sold under the ATM Agreement. The Company also agreed to reimburse Rodman for certain specified expenses in connection with entering into the ATM Agreement.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.2 to this Report.

As of June 30, 2025, the Company issued an aggregate of 23,682,395 shares of Class B common stock under the ATM program, for gross proceeds of approximately $52,579 thousand, from which Agent fees of approximately $1,655 thousand and legal fees of approximately $75 thousand were deducted, resulting in net proceeds to the Company of approximately $50,849 thousand.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

NOTE 2: Summary of Significant Accounting Policies (cont.)

Revenue Recognition

Revenue is recognized when we transfer promised goods or services to our customers, in amounts that reflect the consideration that we expect to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under each agreement, we perform the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer.

For arrangements that bundle robotic products, maintenance, and technical support services, we exercise significant judgment in determining whether these items are distinct. Robotic products are typically considered distinct performance obligations as customers can benefit from the product on its own. Maintenance and technical support services, which may include scheduled inspections, repairs, remote troubleshooting, and spare parts provisions, are generally considered distinct performance obligations when they are separately priced, optional, and can be performed by another vendor. However, when these services are embedded as a mandatory component of a bundled contract (e.g., a RaaS arrangement) and are integral to the promised continuous operational capability, they are not considered distinct and are combined with the overall service promise as a single performance obligation. We allocate the transaction price to each distinct performance obligation based on its relative standalone selling price, which is determined based on observable standalone sales or, if not available, estimated using expected cost-plus-margin approaches.

We recognize revenue when control of a promised good or service transfers to a customer. Control can transfer at a point in time or over time. Revenue from the sale of robotic products is recognized at a point in time, typically upon shipment or delivery when legal title and the significant risks and rewards of ownership have transferred to the customer. This is assessed based on the terms of sale (e.g., Free On Board shipping point or Free On Board destination) and when the customer obtains physical possession, bears the risk of loss, and has an unconditional obligation to pay. Revenue from Robotics-as-a-Service (“RaaS”) arrangements is recognized over time, as the customer simultaneously receives and consumes the benefits of our continuous provision of robotic functionality, maintenance, and technical support services. We use the straight-line method of recognition over the contract term as the most faithful depiction of the transfer of services, unless evidence suggests another method better reflects the pattern of performance. The assessment of whether control transfers over time is based on the criteria in ASC 606, including whether (a) the customer simultaneously receives and consumes benefits as we perform, or (b) our performance does not create an asset with an alternative use to us and we have an enforceable right to payment for performance completed to date.

The transaction price is the amount of consideration to which we expect to be entitled in exchange for transferring promised goods or services to a customer. Our contracts contain fixed consideration. We do not offer variable consideration elements such as usage-based fees, price concessions, rebates, penalties, or performance bonuses. Therefore, the transaction price for all contracts equals the fixed, non-refundable amount stated in the contract.

At contract inception, we assess the customer’s ability and intent to pay the promised consideration. A contract is only accounted for under ASC 606 if it is probable we will collect substantially all of the consideration to which it is entitled. This collectability assessment involves evaluating the customer’s creditworthiness using both quantitative and qualitative factors. For new customers, this includes reviewing credit ratings (if available), financial statements, and payment history with other parties. For existing customers, we review historical payment patterns, current financial health, and the impact of prevailing economic conditions. If, after contract inception, a significant deterioration in a customer’s creditworthiness indicates that collectability of substantially all of the remaining consideration is no longer probable, we cease to recognize additional revenue and assess the need for a credit loss provision on any recognized contract assets or receivables.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

NOTE 2: Summary of Significant Accounting Policies (cont.)

Product Revenue

We generate revenue through the sale of our branded robotic products directly to customers. We consider customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with our customers. There is a single performance obligation in all our contracts, which is our promise to transfer our product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of our product, which occurs at a point in time and may be upon shipment or delivery, based on the terms of the contract.

Revenue from Robots-as-a-Service (RaaS)

As part of our evolving business model, we generate revenue through our Robots-as-a-Service (“RaaS”) offerings, which provide customers with ongoing access to our robotic solutions under long-term contracts. For RaaS agreements, revenue is recognized over time on a monthly basis as the services are provided and the customer benefits from the use of the robotic solutions.

The transaction price is typically fixed and allocated evenly across the contract term. Revenue recognition begins once the robots are installed and operational at the customer’s site. We account for RaaS arrangements under ASC 606, Revenue from Contracts with Customers. These contracts provide customers with continuous usage of our robotic products, maintenance, and technical support services, in exchange for a fixed fee. We have determined that these are service contracts, as the customer is contracting for an integrated service output and we retain substantial ownership risks and control over the deployed robotic assets, including responsibility for maintenance, upgrades, and ensuring uptime. The customer does not have the right to direct the use of, nor obtain substantially all the economic benefits from, a specifically identified asset. Revenue from these fixed-fee contracts is recognized on a straight-line basis over the contractual service period as the customer simultaneously receives and consumes the benefits.

Remaining Performance Obligations

Remaining performance obligations represent the aggregate amount of the transaction price allocated to unsatisfied or partially unsatisfied performance obligations as of the balance sheet date. This amount relates primarily to the fixed consideration in non-cancelable RaaS contracts for which revenue is recognized over time.

As of December 31, 2025, the total amount of the transaction price allocated to remaining performance obligations was $1,722. Of this amount, $870 is expected to be recognized as revenue within the next 12 months, $575 is expected to be recognized between 13 and 24 months, and the remaining $277 is expected to be recognized beyond 24 months.

Contract assets and contract liabilities

We maintain contract-related balance sheet accounts under ASC 606, Revenue from Contracts with Customers, which primarily arise from RaaS arrangements.

Contract Assets (Unbilled Receivables) represent revenue recognized for performance obligations satisfied but not yet billed as of the balance sheet date. These assets are generated when revenue is recognized over time under RaaS contracts, while invoicing occurs on a periodic or milestone basis. Contract assets are reclassified to accounts receivable when the right to payment becomes unconditional.

Contract Liabilities (Deferred Revenue) consist of payments received from customers in advance of performance. These liabilities relate primarily to advance payments for RaaS subscriptions and are recognized as revenue as the related services are provided over the contract term. As of December 31, 2025, the balance of contract liabilities was $358.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

NOTE 2: Summary of Significant Accounting Policies (cont.)

Other Revenue Policies

Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

We do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case with substantially all customers.

We recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. These costs are included in selling expenses.

We account for shipping ~~and~~ and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. We record the related costs within cost of goods sold.

We record the related costs within cost of goods sold.

Research and Development Costs

Research and development costs primarily consist of employee-related expenses, including salaries and benefits, facilities costs, depreciation, and other allocated expenses. Research and development costs are expensed as incurred.

Income Taxes

~~The~~We ~~Company~~account ~~accounts~~ for income taxes in accordance with income tax accounting guidance (Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)  740, Income Taxes). The income tax accounting guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues. ~~The~~We ~~Company~~determine ~~determines~~ deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not some portion or all of a deferred tax asset will not be realized.

Tax positions are recognized if it is more likely than not, based on the technical merits, the tax position will be realized or sustained upon examination. The term “more likely than not” means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and is subject to management’s judgment.

~~The~~We ~~Company~~recognize ~~recognizes~~ interest and penalties on income taxes as a component of income tax expense.

Recent Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842”). The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize lease assets and lease liabilities on on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The standard is effective for public business entities for fiscal years beginning after December 15, 2018. As an emerging growth company, we adopted the new standard on January 1, 2022. ~~for~~For our ~~fiscal~~ years ended September 30, ~~2023~~2024 and ~~2024.~~2025, Wewe had operating leases for which we were required to recognize a right-of-use asset and ~~lease~~ lease liability.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes, which amends the approaches and methodologies in accounting for income taxes during interim periods and makes changes to certain income tax classifications. The new standard allows certain exceptions, including an exception to the use of the incremental approach for intra-period tax allocation, when there is a loss from continuing operations and income or a gain from other items, and to the general methodology for calculating income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year. The standard also requires franchise or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or rates in the annual effective tax rate computation from the date of enactment. Lastly, in any future acquisition, we would be required to evaluate when the step-up in the tax basis of goodwill is part of the business combination and when it should be considered a separate transaction. The standard was is effective for us beginning January 1, 2022, with early adoption of the amendments permitted. The adoption of ASU 2019-12 did not have a material impact on our financial statements and disclosures.

In May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another topic. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021. The Company has determined the adoption of ASU 2021-04 did not have a material impact on our financial statements and disclosures.

NOTE 3: Earnings per Share

	Nine Months ended June 30,
	2025			2024
Numerators:
Net loss attributable to common stockholders	$	(12,160	)	$	(5,181	)
Denominator:
Weighted average common stock used in computing		109,494,474			69,683,943
Basis and diluted net loss per share (in each dollar)	$	(0.11	)	$	(0.07	)

NOTE 4: Income Taxes

We have no material uncertain tax positions as of June 30, 2025 and 2024. It is our policy to recognize interest and penalties related expenses on income tax as a component of income tax expense, in our audited condensed consolidated statements of operations and comprehensive income. As of June 30, 2025 and 2024, we have not accrued any interest or penalties associated with uncertain tax positions.

Note 5 Commitments and Contingencies

We lease office facilities under non-cancelable operating lease agreements. We lease space for our corporate headquarters in Las Vegas, Nevada through August 2027.

The components of leases and lease costs are as follows (in thousands):

Operating leases	As of June 30, 2025		As of September 30, 2024
Operating lease right-of use assets	$	795	$	506
Operating lease liabilities, current portion	$	280	$	150
Operating lease liabilities, non-current portion		515		356
Total operating lease liabilities	$	795	$	506

Operating leases		Nine Months Ended June 30, 2025				Nine Months Ended June 30, 2024
Operating lease cost		$	198			$	53

Future minimum lease payments under these leases as of June 30, 2025, are approximately as follow:

Fiscal Year	Amount
Reminder of 2025	$	65
2026		298
2027		307
2028		54
2029		56
2030		19
Total future minimum lease payments	$	799

NOTE 6: Subsequent Events

As of August 11, 2025, subsequent to the period ended June 30, 2025, the Company issued an additional 11,226,521 shares of Class B common stock under the ATM program, for gross proceeds of approximately $22,565 thousand. After deducting fees of approximately $716 thousand, the Company received net proceeds of approximately $21,849 thousand.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

NOTE 2: Summary of Significant Accounting Policies (cont.)

In May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another topic. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021. We have determined the adoption of ASU 2021-04 did not have a material impact on our financial statements and disclosures.

Note 3: Fair Value of Financial Instruments

ASC 820, Fair Value Measurements (“ASC 820”) states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. Our assets and liabilities that were measured at fair value on a recurring basis were as follows:

	December 31, 2025								September 30, 2025
	Fair Value		Level I		Level II		Level III		Fair Value		Level I		Level II		Level III
U.S. government securities	$	17,000	$	-	$	17,000	$	-	$	17,000	$	-	$	17,000	$	-
Certificates of deposit		39,683		-		39,683		-		41,308		-		41,308		-
Money market funds		5,572		5,572		-		-		5,518		5,518		-		-
Total	$	62,255	$	5,572	$	56,683	$	-	$	63,826	$	5,518	$	58,308	$	-

Our U.S. government securities and certificates of deposit are classified within Level II of the fair value hierarchy and the market approach was used to determine fair value of these investments.

Our cash, cash equivalents and investments classified by security type as of December 31, 2025 and September 30, 2025 consisted of the following:

	December 31, 2025
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-Term Investments
Cash	$	266,239	$	-	$	-	$	266,239	$	266,239	$	-
U.S. government securities		16,644		356		-		17,000		-		17,000
Certificates of deposit and time deposits		39,683		-		-		39,683		-		39,683
Money market funds		5,572		-		-		5,572		5,572		-
Total cash, cash equivalents and short-term investments	$	328,138	$	356	$	-	$	328,494	$	271,811	$	56,683

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Note 3: Fair Value of Financial Instruments (cont.)

	September 30, 2025
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Short-Term Investments
Cash	$	188,111	$	-	$	-	$	188,111	$	188,111	$	-
U.S. government securities		16,607		393		-		17,000		-		17,000
Certificates of deposit and time deposits		41,308		-		-		41,308		-		41,308
Money market funds		5,518		-		-		5,518		5,518		-
Total cash, cash equivalents and short-term investments	$	251,544	$	393	$	-	$	251,937	$	193,629	$	58,308

As of December 31, 2025, all of our short-term investments had contractual maturity dates within one year.

Disclosure of Fair Values

Our financial instruments that are not re-measured at fair value include accounts receivable, notes receivable, other receivables, accounts payable, accrued expenses, short-term loan and long-term payables. The carrying values of these financial instruments materially approximate their fair values.

NOTE 4: Accounts Receivable

Accounts receivable as of December 31, 2025 and September 30, 2025 are as follows:

	December 31, 2025			September 30, 2025
Accounts receivable, gross	$	1,989		$	1,919
Allowance for doubtful accounts		(99	)		(139	)
Accounts receivable, net	$	1,890		$	1,780

As of December 31, 2025, the allowance for doubtful accounts was $99, compared to $103 as of December 31, 2024. We believe that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential for uncollectible accounts.

NOTE 5: Inventories

Inventory as of December 31, 2025 and September 30, 2025 are as follows:

	December 31, 2025		September 30, 2025
Raw materials	$	1,109	$	811
Finished goods		769		569
Total inventories	$	1,878	$	1,380

Finished goods inventory includes products-in-transit to fulfill customer orders and robotic products available for sale. We write-down inventory for any excess or obsolete inventory or when we believe that the net realizable value of inventory is less than the carrying value. During the three months ended December 31, 2025 and 2024, we recorded inventory write-downs of nil for both periods.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Note 6: Property, and Equipment

Property and equipment, net is stated at cost less accumulated depreciation and amortization and is depreciated using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of equipment are two to six years, and leasehold improvements are measured by the shorter of the remaining terms of the leases or the estimated useful economic lives of the improvements.

Property and equipment, as of December 31, 2025 and September 30, 2025 are as follows:

	December 31,			September 30,
	2025			2025
Furniture, fixtures & equipment	$	1,455		$	1,435
Equipment held for lease		332			281
Leasehold improvements		4			4
Building		3,842			3,842
Land		240			240
		5,873			5,802
Accumulated depreciation		(332	)		(223	)
Property and equipment, net	$	5,541		$	5,579

Depreciation expense for the three months ended December 31, 2025 and 2024 were $109 and $9, respectively.

NOTE 7: Intangible Asset

Intangible Asset, as of December 31, 2025 and September 30, 2025 are as follows:

	December 31,			September 30,
	2025			2025
Intangible Asset	$	11,938		$	11,978
Accumulated Amortization		(2,461	)		(2,217	)
Intangible Asset, net	$	9,477		$	9,761

Amortization expense was $244 and $499 for the three months ended December 31, 2025 and 2024, respectively.

Estimated amortization expense related to existing finite-lived intangible assets for each of the next five years is as follows: 2026 – $2,189; 2027 - $2,189; 2028 - $2,189; 2029 - $2,189; 2030 - $1,401.

For the three months ended December 31, 2025, we concluded that no impairment indicators were identified, and no impairment loss was recognized.

Note 8: Stockholders’ Equity

We had 100,000,000 shares of class A common stock authorized as of December 31, 2025 and September 30, 2025, 39,934,846 shares of class A common stock issued and outstanding as of December 31, 2025 and September 30, 2025. We had 1,000,000,000 and 200,000,000 shares of class B common stock authorized as of December 31, 2025 and September 30, 2025, respectively, and 174,299,223 shares and 154,656,592 shares of class B common stock issued and outstanding as of December 31, 2025 and September 30, 2025, respectively. During the three months ended December 31, 2025, we issued an aggregate of 19,642,631 shares of Class B common stock and no shares of Class A common stock, including an aggregate of 15,156,685 shares of Class B common stock through our at-the-market (“ATM”) offering program and 4,485,946 shares of Class B common stock pursuant to the exercise of investor warrants.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

NOTE 9: Earnings/Loss per Share

Because we reported a net loss for all periods presented, no potentially dilutive securities have been included in the computation of diluted net loss per share.

	Three Months Ended September 30
	2025			2024
Numerators:
Net loss attributable to common stockholders	$	(8,402	)	$	(3,548	)
Denominator:
Weighted Average ordinary shares used in computing		197,731,671			95,785,054
Basic and diluted net loss per share (in each dollar)	$	(0.04	)	$	(0.04	)

NOTE 10: Income Taxes

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.

Based upon the level of historical losses and projections for future taxable losses over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that we will not realize the benefits of these deductible differences. Accordingly, we have have maintained a full valuation allowance against its net deferred tax assets as of December 31, 2025. As a result of the full valuation allowance, there was no income tax benefit or expense recognized in the consolidated statements of operations, and no net deferred tax asset or liability recorded on the consolidated balance sheets for the three months ended December 31, 2025.

NOTES TO FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Dollars in thousands, unless otherwise stated)

Note 11: Commitments and Contingencies

Lease

We lease office facilities and retail space under noncancelable operating lease agreements. Following the purchase of the new corporate headquarters in April 2025, the existing facilities at 4175 Cameron St, Las Vegas, Nevada, continue to be leased and are now utilized for dedicated Research and Development (“R&D”) laboratory space and overflow administrative support. We closed our second office space in Austin, Texas, in April 2024. The total operating lease liabilities primarily relate to the Cameron Street R&D facility and the Clouffee & Tea retail space (Town Square Las Vegas).

The components of leases and lease costs are as follows (in thousands):

Operating leases	As of December 31, 2025		As of September 30, 2025
Operating lease right-of use assets	$	607	$	731
Operating lease liabilities, current portion	$	281	$	301
Operating lease liabilities, non-current portion		326		429
Total operating lease liabilities	$	607	$	730

Future minimum lease payments under these leases as of December 31, 2025, are approximately as follows:

Fiscal Year	Amount
2026		210
2027		231
2028		54
2029		56
2030		14
Total future minimum lease payments	$	565

Note 12: Subsequent Events

On January 27, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor. Pursuant to the Purchase Agreement, we agreed to issue and sell to the investor, and the investor agreed to purchase from us, in a private placement (the “Private Placement”), 8,500,000 shares of our Class B common stock, at a purchase price of $4.55 per share, for aggregate gross proceeds of $38,675,000, prior to deducting placement agent’s fees and other offering expenses payable by us. The Private Placement closed on January 29, 2026. The net proceeds from the Private Placement were approximately $36.2 million, after deducting placement agent fees and estimated offering expenses payable by us. We intend to use the net proceeds for working capital, general corporate purposes, including the further development of our product capabilities, and the procurement of inventory, specifically for robotic hardware.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere in this Report and in our other filings with the SEC. The following discussion may contain predictions, estimates, and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “Risk Factors” in our ~~2024~~2025 Annual Report and elsewhere in this Report. These risks could cause our actual results to differ materially from any future performance suggested below.

Overview

We are a ~~leading~~robotics ~~provider of service robotic solutions by developing,~~company ~~manufacturing,~~focused ~~and~~on ~~deploying~~the ~~novel~~development ~~products~~of ~~that~~embodied ~~address~~AI ~~the~~systems ~~growing need~~ for ~~automation in the service industry. We develop~~manufacturing, ~~manufacture~~retail, ~~and~~ ~~deploy cutting-edge robots that streamline operations~~hospitality, ~~enhance efficiency,~~ and ~~alleviate~~other ~~labor~~sectors. ~~shortages~~We ~~across~~develop aproprietary ~~diverse range of~~hardware ~~sectors,~~and ~~including~~software ~~restaurants,~~that ~~hotels,~~employ ~~casinos,~~the ~~senior~~latest ~~living~~robotics ~~facilities, automobile dealerships,~~ and ~~retail~~AI ~~centers~~innovations. Our ~~commitment to~~goal ~~technological~~is ~~advancement~~to ~~and~~deploy ~~customer-centric~~robotics ~~solutions~~at ~~has~~scale ~~positioned us as a key player~~ in ~~the~~business ~~rapidly~~operations ~~evolving~~across our ~~robotics~~target ~~landscape~~markets.

Recent Developments

InOn ~~July~~January ~~2025~~27, 2026, we entered into the ~~Company~~Purchase Agreement with an institutional investor. Pursuant to the Purchase Agreement, we agreed to issue and sell to the investor, ~~was~~and ~~approved~~the investor agreed to ~~join~~purchase from us, in the ~~NVIDIA~~Private ~~Connect~~Placement, ~~program.~~8,500,000 ~~The~~shares ~~program~~of ~~offers~~our ~~developer~~Class ~~resources~~B common stock, ~~training~~at a purchase price of $4.55 per share, for aggregate gross proceeds of $38,675,000, prior to deducting placement agent’s fees and ~~preferred~~other ~~pricing~~offering expenses payable by us. The Private Placement closed on ~~select~~January ~~NVIDIA~~29, 2026. The net proceeds from the Private Placement were approximately $36.2 ~~technologies~~million, ~~which~~after wededucting ~~expect~~placement agent fees and estimated offering expenses payable by us. We intend to use tothe ~~support~~net ~~product~~proceeds for working capital, general corporate purposes, including the further development of our product capabilities, and the procurement of inventory, specifically for robotic hardware.

AsKey ofBusiness ~~August~~Highlights ~~11, 2025, subsequent to the period ended June 30, 2025, the Company issued an additional 11,226,521 shares of Class B common stock under the ATM program,~~ for ~~gross proceeds of approximately $22,565 thousand. After deducting fees of approximately $716 thousand,~~ the ~~Company~~First ~~received~~Quarter ~~net proceeds~~ of ~~approximately~~Fiscal ~~$21,849~~Year ~~thousand.~~ 2026

~~Key~~Strategic ~~Business~~and ~~Highlights for the Third Quarter~~Operational ~~of Fiscal Year 2025~~ Milestones

On May 15, 2025, we completed the purchase of an approximately 20,000 sq. ft. property at 2975 Lincoln Road, Las Vegas, NV, for $4.1 million, funded with cash on hand, and relocated our headquarters to the site. The facility is intended to further integrate domestic sourcing and expand assembly and manufacturing operations.

	●	RaaS Contract Acceleration: Successfully expanded our Robots-as-a-Service (RaaS) footprint, demonstrating continued market adoption of our recurring revenue model. This growth validates our long-term strategy to shift away from one-time hardware sales toward a high-quality, predictable revenue base.

	●	Continued Investment in Research and Development: During the first quarter of fiscal year 2026, we continued to invest in research and development focused on artificial intelligence, system autonomy, and intelligent human-machine interaction across our robotic platforms. As a member of the NVIDIA Connect program, we have continued to utilize NVIDIA-based AI computing platforms and robotics software frameworks to enhance real-time perception, decision-making, and on-device autonomy.

		In addition, during the quarter, we continued development activities under a previously disclosed non-commercial technology collaboration agreement with Microsoft Corporation through the Microsoft AI Co-Innovation Lab, supporting the evaluation and development of certain artificial intelligence workflows. Subsequent to the end of the quarter, Microsoft published a blog post on its website referencing this engagement.

		These efforts are intended to enhance product functionality and support scalable commercial deployment across multiple industry verticals.

On● ~~June~~Expansion ~~27,~~of ~~2025,~~Hospitality weManagement ~~were added~~Segment to(AlphaMax): Advanced the ~~FTSE~~strategic ~~Russell~~rollout ~~2000®~~of ~~and~~our ~~Russell~~proprietary ~~3000®~~hospitality ~~Indexes~~concepts asby ~~part~~commencing development of a new Clouffee and Tea location in the ~~2025~~San ~~Russell~~Francisco UFinancial District.S. ~~Indexes~~Site ~~reconstitution;~~preparation weand ~~were~~operational ~~also added~~workflows are currently in progress, with the location scheduled to officially commence operations in the ~~appropriate~~second ~~growth~~quarter ~~and~~of ~~value~~fiscal ~~style~~year ~~indexes~~2026.

~~Continued~~Financial ~~Expansion~~and ofCapital ~~RaaS Model~~Milestones

~~We continued~~● toNet ~~expand~~loss ~~our~~attributable ~~RaaS~~to ~~model~~common instockholders ~~the~~was ~~third quarter of fiscal year 2025~~$(8.4) Wemillion ~~executed~~for athe ~~Master~~quarter, ~~Services~~compared ~~Agreement~~ to $(~~“MSA”~~3.5) million in ~~April~~the ~~2025~~prior ~~with~~year ~~a U~~period.S. ~~car~~Excluding ~~retailer/dealership~~stock-based ~~group~~compensation expenses, ~~pursuant~~the toAdjusted ~~which~~Net weLoss ~~have~~Attributable ~~commenced~~to ~~implementation~~Common ~~and completed~~Stockholders ~~installations~~was of$(0.1 ~~our~~million), ~~Titan~~a ~~robots~~substantial atimprovement ~~five~~compared ~~dealership~~to ~~locations during~~ the ~~quarter~~$(3.5 ~~Additional~~million) ~~locations~~Adjusted ~~are~~Net Loss in the ~~installation~~ ~~queue~~prior ~~under~~year ~~this~~period. ~~MSA~~On ~~and~~a ~~deployments~~per-share ~~are~~basis, ~~expected to increase in~~ the ~~fourth~~Adjusted ~~quarter.~~Basic Inand ~~parallel,~~Diluted weNet ~~broadened~~Loss ~~our~~was ~~RaaS footprint beyond automotive services into factory manufacturing~~$0.00, ~~initiating~~compared ~~customer~~to ~~engagements~~$(0.04) toper ~~address~~share in~~-plant~~ ~~transport~~the ~~of materials~~prior ~~and~~year ~~components as part of our intralogistics solutions~~quarter.

~~Continued~~● ~~Investment~~Balance Sheet Strengthening: We successfully utilized our ATM offering program and exercise of warrants to raise $46.5 million in ~~Research~~gross proceeds, substantially strengthening our liquidity and ~~Development~~providing capital to accelerate the build-out of the RaaS asset fleet. A portion of these proceeds was generated through a direct sale of shares to a large institutional investor under the ATM program.

We continued to expand our RaaS model in the third quarter of fiscal year 2025. We executed a master services agreement (“MSA”) in April 2025 with a U.S. car retailer/dealership group, pursuant to which we have commenced implementation and completed installations of our Titan robots at five dealership locations during the quarter. Additional locations are in the installation queue under this MSA and deployments are expected to increase in the fourth quarter. In parallel, we broadened our RaaS footprint beyond automotive services into factory manufacturing, initiating customer engagements to address in-plant transport of materials and components as part of our intralogistics solutions.18

~~Expansion~~Factors ofand ~~Sales~~Trends Affecting Our Business and ~~Marketing~~Results ~~Efforts~~of Operations

~~During~~The ~~the~~following ~~third~~trends ~~quarter of fiscal year 2025, we prioritized global commercial expansion~~ and ~~enterprise channels. In May, we exhibited at the National Restaurant~~ ~~Association~~uncertainties ~~(NRA)~~either ~~Show~~affected ~~in Chicago, expanding~~ our ~~pipeline~~financial ofperformance ~~key~~historically ~~customer~~or ~~prospects~~are ~~and~~likely ~~industry~~to ~~partnerships.~~impact ~~On June 24, 2025,~~ our ~~majority-owned subsidiary~~results Boyu Artificial Intelligence (Beijing) Technology Co., Ltd. entered into a Product Sales and Technical Services Agreement with Beijing Kaiwu Tongchuang Technology Development Co., Ltd. for approximately $4.2 million of ~~products,~~operations ~~services, software and licensing; implementation of orders under this agreement began~~ in the fourth quarter of fiscal 2025. In addition, on June 27, 2025, we signed a Strategic Cooperation Agreement with Beijing City of Design Development Co., Ltd., via Boyu, focused on joint R&D, selective vertical commercialization, and industry incubation to support market development in China.future:

13● As our robotic products’ market potential is seen by others, more competitors could enter the market, which may lead to price competition and a decline in profit margins;

●

A recession could lead to a decline in customer demand in our robotic products and services;

●

Some of the products are currently assembled by suppliers in China, which may delay the supply if they are affected by international shipping, epidemic, geopolitical conflicts and other factors;

●

We anticipate that our general and administrative expenses will continue to increase in the future as a result of increased costs associated with being a public company. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside consultants, attorneys, and accountants, and personnel-related stock-based compensation costs, among other expenses, and, in the case of public company-related expenses, services associated with strengthening our internal control over financial reporting, maintaining compliance with Nasdaq listing and SEC reporting requirements, director and officer liability insurance costs, and investor and public relations costs, among other expenses; and

●

Inflationary pressures are also a concern as it is difficult to make reliable projections for the cost of components. This means profit margins could be affected, and our pricing would need to be re-evaluated on a regular basis.

Results of Operations

Comparison of the ~~nine~~three months ended ~~June~~December 3031, 2025 and 2024

The following table summarizes our results of operations (in thousands) for the ~~nine months and the~~ three months ended ~~June~~December 3031, 2025 and 2024, together with the dollar change in those items from period to period:

	Nine months ended June 30,									Three months ended June 30,
	Three Months ended December 31,
	2025			2024			Change			~~2025~~			~~2024~~			~~Change~~
Revenue, net	$	31,~~601~~147		$	31,~~715~~257		$	(~~114~~110	)	$	~~1,177~~		$	~~1,443~~		$	~~(266~~	)
Cost of revenue, net		~~878~~547			~~1,411~~123			~~(533~~424	)		~~301~~			~~429~~			~~(128~~	)
Gross profit		~~2,723~~600			21,~~304~~134			~~419~~(534	)		~~876~~			~~1,014~~			~~(138~~	)
Operating expenses:
Research and development		~~1,337~~448			~~1,633~~484			(~~296~~36	)		~~533~~			~~386~~			~~147~~
Sales and marketing		~~903~~188			~~1,024~~245			(~~121~~57	)		~~288~~			~~237~~			51
General and administrative		1311,~~827~~773			34,~~750~~303			107,~~077~~463			~~4,562~~			~~1,286~~			~~3,276~~
Total operating expenses		1612,~~067~~409			65,~~407~~032			97,~~660~~370			~~5,383~~			~~1,909~~			~~3,474~~
Loss from operations		(1311,~~344~~809	)		(43,~~103~~898	)		(97,~~241~~904	)		~~(4,507~~	)		~~(895~~	)		~~(3,612~~	)
Non-operating income(expense):
Investment income		1,143			-			1,143			423			-			423
Investment Income		3,401			333			3,068
Interest expenses, net		(28	)		(761	)		733			(19	)		(101	)		82
Interest expense, net		(2	)		(4	)		2
Total other expenses		13,~~115~~399			(~~761~~329	)		13,~~876~~726			~~404~~			~~(101~~	)		~~505~~
Loss before income tax expense		(128,~~229~~410	)		(43,~~864~~569	)		(74,~~365~~836	)		~~(4,103~~	)		~~(996~~	)		~~(3,107~~	)
Income tax benefit/(expense)		(9	)		(317	)		308			-			(317	)		317
Consolidated net loss		(8,410	)		(3,569	)		(4,836	)
Consolidated net loss		(12,238	)		(5,181	)		(7,057	)		(4,103	)		(1,313	)		(2,790	)
Less: Net loss Attributable to Non-Controlling Interest		(8	)		(21	)		13
Less: Net loss attributable to non-controlling interest		(78	)		-			(78	)		(40	)		-			(40	)
Net loss attributable to common stockholders	$	(8,402	)	$	(3,548	)	$	(4,849	)
Net loss attributable to the Company	$	(12,160	)	$	(5,181	)	$	(6,979	)		(4,063	)		(1,313	)	$	(2,750	)
Adjusted net loss attributable to common stockholders (non-GAAP )		(118	)		(3,548	)		3,435
Adjusted basic and diluted net loss per share (in each dollar, non-GAAP)	$	0.00		$	(0.04	)	$	(0.04	)

Adjusted net loss attributable to common stockholders and adjusted basic and diluted net loss per share are non-GAAP financial measures. Refer to the Non-GAAP Financial Measures section below for a reconciliation of our financial results reported in accordance with GAAP to non-GAAP financial results.

Revenue

~~For~~Revenue, ~~the~~net, ~~nine~~for the three months ended ~~June~~ 30December 31, 2025, ~~net~~was ~~revenue~~$1.14 ~~decreased~~million, bya decrease of $~~114~~110 thousand, or approximately 38.18%, ~~to $3,601 thousand,~~ compared to $~~3,715~~1.25 ~~thousand~~million for the ~~same~~three ~~period~~months inended December 31, 2024.

~~For~~This ~~the~~decrease ~~three~~was ~~months ended~~primarily ~~June~~due ~~30,~~to ~~2025,~~a ~~net~~reduction ~~revenue~~in ~~decreased~~one-time byproduct ~~$266~~sales ~~thousand,~~and orother ~~approximately 18.4%~~revenue, topartially ~~$1,177~~offset ~~thousand,~~by ~~compared~~significant togrowth ~~$1,443~~in ~~thousand~~our ~~for~~recurring ~~the~~revenue streams, ~~same~~including ~~period~~leasing, inservices, ~~2024~~and RaaS.

~~This year-over-year~~The ~~change~~breakdown primarily reflects our strategic shift to an RaaS model, in line with our long-term growth plan. Under this approach, we focus on building recurring revenue through multi-year service agreements rather than one-time product sales. While this transition reduces upfront product revenue in the short term due to the timing of revenue ~~recognition,~~is ~~it steadily increases our base of contracted recurring revenue. We expect that,~~ as our installed base continues to expand, we will approach a scale where recurring revenue can cover a substantial portion of our operating cost base, providing a more stable foundation for long-term growth. follows:

In addition to continuing deployments with single-location clients, we have strengthened our presence in the large enterprise segment. We are signing and advancing MSAs with more large dealership groups and other major customers. While these larger clients typically begin with a limited number of priority installations and then take one to two quarters to evaluate returns on investment before committing to broader rollouts, feedback to date has been positive. We understand that the pace of deployment with large customers is generally slower than with smaller clients, but as more of them enter trial and pilot phases, we believe this will create stronger foundations and greater opportunities for future growth.

	Three Month ended December 31,
	2025		2024		Change

Product Sale	$	357	$	538	$	(181	)
Leasing/Service/Rental		405		133		272
RaaS		319		243		76
Other		66		343		(277	)
Total	$	1,147	$	1,257	$	(110	)

14Business Model Transition and Revenue Recognition

	Nine Months ended June 30,							Three Months ended June 30,
	2025		2024		Change			2025		2024		Change
Robotics
Product revenue	$	1,567	$	1,252	$	315		$	153	$	582	$	(429	)
Service/rental revenue		1,151		1,510		(359	)		718		611		107
Leasing revenue		380		604		(224	)		135		115		20
Total robotics revenue		3,098		3,366		(268	)		1,006	$	1,308		(302	)
Smart hardware/interactive system		6		117		(111	)		-		61		(61	)
Cloutea*		-		232		(232	)		-		74		(74	)
Alphamax*		497		-		497			171		0		171
Total	$	3,601	$	3,715	$	(114	)	$	1,177	$	1,443	$	(266	)

Historically, we generated revenue primarily through Product Revenue (outright hardware sales), resulting in immediate revenue and immediate Cost of Revenue recognition.

*During ~~Cloutea~~fiscal is2025, ~~the~~we ~~revenue~~fundamentally ~~generated~~shifted ~~from Clouffee and Tea,~~ our ~~boba~~approach ~~tea store in Las Vegas, Nevada. We opened this store as a model~~ to ~~further~~emphasize long-term ~~develop~~relationships ~~the~~and ~~concept~~recurring ofrevenue anthrough ~~interactive~~leasing ~~robot barista utilizing our ADAM robot. Clouffee~~ and ~~Tea~~service ~~was rebranded from “Cloutea” in February 2025~~arrangements.

* Alphamax Management LLC, a wholly-owned subsidiary of the Company (“Alphamax”), was established to spearhead our expansion into the food and beverage sector. As a consulting and management company, Alphamax oversees the operation of our innovative food and beverage concepts, including the interactive robot barista cafe. This ~~initiative~~strategic ~~will~~change ~~serve~~significantly impacts ~~as a model for future development and expansion within~~ the ~~food~~financial ~~and beverage industry, showcasing the potential of our advanced robotic technologies in revolutionizing customer experiences and streamlining operations.~~statements:

~~Product~~1. Revenue: Upfront product revenue is reduced.

~~For~~2. ~~the~~Assets: ~~nine~~The ~~months~~cost ~~ended June~~of ~~30,~~leased ~~2025,~~robots ~~product~~is ~~revenue~~capitalized ~~increased~~as bya ~~$315~~long-term ~~thousand,~~asset or(Assets ~~approximately~~held ~~25.2%,~~for ~~from $1~~Lease),~~252~~ ~~thousand~~not inimmediately ~~2024 to $1,567 thousand in 2025~~expensed.

~~For~~3. ~~the~~Profitability: ~~three~~This ~~months~~results ~~ended June~~in ~~30,~~a ~~2025,~~materially ~~product~~lower ~~revenue~~Cost ~~decreased~~of ~~significantly~~Revenue byand ~~$429~~an ~~thousand~~expanded Gross Margin, oras ~~approximately~~the ~~73.7%,~~cost ~~from~~is ~~$582~~recognized ~~thousand~~over inthe ~~2024~~lease toterm ~~$153~~via ~~thousand in~~depreciation ~~2025~~instead of immediate Cost of Goods Sold.

~~Service/Rental~~The ~~Revenue~~decrease in Product Sale revenue for the three months ended December 31, 2025, compared to the same period in 2024, was directly attributable to our strategic focus on reducing one-time hardware transactions in favor of recurring contracts. This activity aligns with our long-term revenue strategy.

~~For~~Our long-term focus remains on expanding recurring revenue through service, rental, and leasing arrangements. The increases in Leasing, Service, and RaaS revenue during the ~~nine~~three months ended ~~June~~ 30December 31, 2025, were ~~service/rental~~driven ~~revenue~~by ~~decreased~~the bysuccessful ~~$359~~deployment ~~thousand,~~of orrobots ~~approximately~~under 23these recurring models.~~8%,~~ ~~from~~Underlying ~~$1,510~~adoption ~~thousand~~of inthese ~~2024~~recurring arrangements continues to $1increase,~~151~~ ~~thousand in~~validating ~~2025~~our transition away from capital-intensive direct sales.

~~For the three months ended June 30, 2025, service/rental revenue increased by $107 thousand, or approximately 17.5%, from $611 thousand in 2024 to $718 thousand in 2025.~~20

Detailed Revenue Streams and Recognition

Our revenue is classified into four primary streams:

1. Product Revenue

●

Description: Revenue from traditional, outright sales of hardware where the customer takes ownership.

●

Recognition: Recognized at a point in time (transfer of control, per ASC 606).

●

Impact: The decrease for the three months ended December 31, 2025, was driven by our strategic shift away from one-time hardware sales. We anticipate this mix will continue to stabilize at lower levels as we prioritize long-term recurring revenue models.

2. Leasing/Service/Rental Revenue

●

Description: Revenue from short-term rentals, maintenance contracts, subscriptions, and installation services.

●

Recognition: Recognized over time or at a point in time, based on contract specifics.

●

Impact: This category experienced substantial growth, increasing to $405 thousand for the three months ended December 31, 2025. The increase was primarily attributable to the expansion of our event robot rental services, as we supported a higher volume of short-term deployments across promotional and commercial events.

3. RaaS Revenue

●

Description: Revenue from long-term operating agreements for the robotics fleet.

●

Recognition: Recognized over the term of the lease agreement.

●

Impact: This stream increased to $319 thousand for the three months ended December 31, 2025, demonstrating accelerated adoption. As our primary long-term growth engine, RaaS continues to drive predictable, recurring revenue, central to our long-term value creation strategy.

4. AlphaMax (Cloutea)

●

Description: Revenue generated from the AlphaMax subsidiary, which operates as a hospitality management company overseeing various cafes and restaurants.

●

Recognition: Recognized according to the performance obligations outlined in the specific management or operating contracts.

●

Impact: This segment contributed $66 thousand in total revenue for the three months ended December 31, 2025. This revenue is non-robotics related, and the decrease compared to the prior year period reflects fluctuations in the specific hospitality operations managed by this subsidiary.

Clouffee and Tea Restaurant Brand

Clouffee and Tea is our first self-owned restaurant brand, designed to showcase our RaaS model directly to consumers. The concept seamlessly blends innovative robotic technology with a vibrant coffee and tea culture to create an engaging customer experience. We are currently in the process of opening a new store in the San Francisco Financial District, which is scheduled to officially open in the second quarter of fiscal 2026.

Cost of Revenue

~~Net~~Cost ~~cost~~ of revenue, ~~decreased~~net, ~~for~~increased ~~both~~by ~~the~~$424 ~~nine~~thousand, ~~and~~or approximately 344.7%, from $123 thousand for the three months ended ~~June~~December 3031, 2024 to $547 thousand for the three months ended December 31, 2025. This increase was primarily driven by the expansion of our service and support infrastructure to support the growing RaaS fleet, as well as increased depreciation expenses associated with deployed assets.

~~For~~Depreciation of Rental Assets: For the ~~nine~~three months ended ~~June~~ 30December 31, 2025, ~~the~~depreciation ~~net~~expense ~~cost~~attributable ofto ~~revenue~~our ~~was~~RaaS ~~$877~~fleet ~~thousand,~~was aapproximately ~~decrease of~~ $~~534~~47 thousand~~, or approximately 37~~.~~7%,~~ ~~compared~~We ~~to $1,411 thousand~~expect ~~for~~this ~~the~~non-cash ~~nine~~expense ~~months~~to ~~ended~~increase ~~June 30, 2024. This substantial decrease~~ in ~~the~~future ~~cost~~periods ofas ~~revenue is primarily attributed to~~ our ~~strategic~~installed ~~shift towards~~base ~~increased~~of ~~leasing~~leased ~~arrangements.~~robots ~~Under~~expands, ~~this~~creating ~~model,~~a ~~the~~predictable cost ofstructure that ~~the~~scales ~~robot~~with isrecurring ~~capitalized as~~revenue. ~~property~~We ~~and~~continue ~~equipment~~to focus on optimizing our ~~balance~~manufacturing ~~sheet~~ and ~~recognized~~supply aschain ~~depreciation~~processes ~~expense~~to ~~within~~maintain ~~cost~~a ~~of revenue over the asset's useful~~competitive ~~life, rather than being recognized entirely as~~ cost ~~of goods sold at the time of an outright sale~~structure.

For the three months ended June 30, 2025, the net cost of revenue was $300 thousand, a decrease of $129 thousand, or approximately 30.1%, compared to $429 thousand for the three months ended June 30, 2024. This decrease is generally in line with the decline in net revenue, reflecting lower sales volume associated with our strategic shift towards increased leasing arrangements.

Leasing Revenue

For the nine months ended June 30, 2025, leasing revenue decreased by $224 thousand, or approximately 37.1%, from $604 thousand in 2024 to $380 thousand in 2025. This decrease is primarily due to a reclassification of event rental income, which was included in leasing income in 2024 but has been reclassified to service/rental revenue starting in 2025 to provide a more accurate representation of our revenue streams. This reclassification impacts the comparability of the periods.

For the three months ended June 30, 2025, leasing revenue increased by $20 thousand, or approximately 17.4%, from $115 thousand in 2024 to $135 thousand in 2025.

Gross Profit

Gross profit ~~experienced~~decreased ~~mixed~~by ~~trends~~$534 thousand, or approximately 47.1%, to $600 thousand for the ~~nine~~three ~~and~~months ended December 31, 2025, from $1,134 thousand for the three months ended December ~~June~~31, 302024. Gross margin was 52.3% for the three months ended December 31, 2025, compared to 90.2% for the three months ended December 31, 2024.

~~For~~The ~~the~~variance ~~nine~~in ~~months ended June 30, 2025,~~ gross ~~profit~~margin ~~was~~is ~~$2,724~~primarily attributable ~~thousand,~~to anthe ~~increase~~structural ofdifference ~~$420~~in ~~thousand,~~our oroperating ~~approximately~~model ~~18.2%,~~between ~~compared to $2,304 thousand for~~ the ~~nine~~two ~~months~~fiscal ~~ended June 30, 2024.~~periods:

~~For~~● Comparison to Prior Year Low Cost Base: The gross margin in the ~~three~~first ~~months~~quarter ~~ended June~~of ~~30,~~fiscal 2025, ~~gross~~(ended ~~profit~~December 31, 2024) was ~~$877~~exceptionally ~~thousand~~high, reflecting a ~~decrease~~leaner ofcost ~~$137~~structure ~~thousand,~~with orminimal ~~approximately~~fixed 13overhead.~~5%,~~ ~~compared~~During tothat $1period,~~014~~ ~~thousand~~revenue ~~for~~was ~~the three~~derived ~~months~~primarily ~~ended~~from ~~June~~direct 30sales that did not require the extensive service, ~~2024~~support, and fleet maintenance infrastructure we have since established.

~~The~~● ~~increase~~Current inPeriod ~~gross~~Infrastructure ~~profit for~~Investment: In the ~~nine-month~~current ~~period~~quarter is(fiscal ~~primarily~~2026), ~~due~~our toCost ~~the decrease in cost~~ of ~~revenue,~~Revenue ~~net,~~includes assignificant ~~discussed~~upfront investments in the ~~preceding~~technical ~~section,~~support ~~coupled~~and ~~with the~~field ~~shift~~service inteams ~~our~~necessary ~~business~~to ~~model~~support toour ~~the~~growing Robots-as-a-Service (RaaS) ~~offerings~~fleet. ~~However,~~While ~~the~~these ~~decrease~~costs indampen ~~gross~~margins ~~profit~~in ~~for~~ the ~~three-month~~near ~~period~~term, ~~was~~they ~~influenced by~~are ~~the~~essential ~~higher~~scalability ~~proportional~~investments ~~decline~~that indo ~~revenue~~not ~~compared~~scale tolinearly ~~the~~with ~~reduction in cost of~~ revenue ~~for that specific quarter~~.

We expect gross margins to remain below the exceptional levels seen in the first quarter of fiscal 2025 as we continue to scale our RaaS operations. However, we anticipate margin stabilization and improvement over the long term as our recurring revenue base grows to absorb these expanded infrastructure costs.

Research and Development Expenses

R&D expenses ~~experienced mixed~~decreased ~~trends~~by $36 thousand, or approximately 7.4%, to $448 thousand for the ~~nine~~three ~~and~~months ended December 31, 2025, from $484 thousand for the three months ended ~~June~~December 3031, ~~2025~~2024. This slight decrease reflects our continued focus on optimizing development resources as we transition from initial hardware prototyping to refining our RaaS software platform and integration capabilities.

For the nine months ended June 30, 2025, R&D expenses decreased by $296 thousand, or approximately 18.1%, from $1,633 thousand in 2024 to $1,337 thousand in 2025.

For the three months ended June 30, 2025, R&D expenses increased by $147 thousand, or approximately 38.1%, from $386 thousand in 2024 to $533 thousand in 2025.

This due to a shift in the timing of intensity for our R&D activities, with a higher concentration in the current quarter but a lower overall spend year-to-date.

Sales and Marketing Expenses

Sales and marketing (S&M) expenses ~~showed~~decreased ~~mixed~~$57 ~~trends~~thousand, ~~for~~or ~~the~~approximately ~~nine~~23.3%, ~~and~~to $188 thousand for the three months ended ~~June~~December 3031, 2025, ~~largely~~from ~~due~~$245 tothousand for the ~~timing~~three ~~and~~months ~~volume~~ended December 31, 2024. This decrease was primarily due to a strategic realignment of ~~trade~~our ~~shows~~marketing ~~and~~efforts ~~event~~toward targeted B2B outreach for our RaaS program, rather than broad-based ~~marketing~~ brand awareness campaigns.

~~For the nine months ended June 30, 2025, sales and marketing expenses decreased by $121 thousand, or approximately 11.8%, from $1,024 thousand in 2024 to $903 thousand in 2025.~~22

For the three months ended June 30, 2025, sales and marketing expenses increased by $51 thousand, or approximately 21.5%, from $237 thousand in 2024 to $288 thousand in 2025.

Overall, sales and marketing spending has shown moderate variation, with quarterly results may fluctuate with seasonality and the timing and mix of industry events and campaigns. We are continuously evaluating the effectiveness of our sales and marketing investments to ensure they align with our strategic objectives and drive sustainable revenue growth.

General and Administrative Expenses

General and administrative (G&A) expenses ~~saw~~increased asubstantially ~~dramatic~~by ~~increase~~$7.5 million, or approximately 173.60%, to $11.8 million for the ~~nine~~three ~~and~~months ended December 31, 2025, from $4.3 million for the three months ended ~~June~~December 3031, ~~2025~~2024.

~~For~~The ~~the~~increase ~~nine~~was ~~months ended~~primarily ~~June~~attributable ~~30, 2025, general and administrative (“G&A”) expenses increased by $10,077 thousand, or approximately 268.7%, from $3,750 thousand in 2024~~ to ~~$13,827 thousand in 2025.~~:

~~For~~● ~~the~~Stock-Based ~~three~~Compensation: ~~months~~We ~~ended~~recognized ~~June~~approximately ~~30,~~$6.8 ~~2025,~~million ~~G&A~~in ~~expenses~~stock-based ~~increased by~~compensation ~~$3,276~~expense ~~thousand,~~related orto ~~approximately~~equity ~~256.4%,~~grants ~~from~~for $1employees,~~286~~ ~~thousand~~reflecting inour ~~2024~~commitment to ~~$4,562~~retaining ~~thousand~~top intalent ~~2025~~and aligning employee incentives with shareholder value.

~~The~~● ~~increase~~Professional Services: We incurred approximately $1.4 million in ~~general~~contract and ~~administrative~~ ~~expenses~~consultant service fees, driven by increased requirements for ~~the~~legal, ~~current~~audit, ~~period~~and ~~was~~strategic ~~primarily~~consulting ~~driven~~services byassociated ~~the~~with ~~following~~our ~~factors:~~status as a public company and our ongoing business transformation.

● Increased personnel costs: Increased salaries expenses related to hiring additional personnel to support our growth. This expansion includes key hires in engineering, finance and accounting, legal and compliance, and human resources.

● Professional fees: Higher professional fees for external services such as legal counsel, independent auditors, and consulting engagements. These increased fees are related to compliance with public company reporting requirements and ongoing legal matters.

● Furthermore, the increase was impacted by costs associated with our move to a new office in June 2025.

We are dedicated to carefully managing our G&A expenses while making sure we have everything needed to support our Company’s growth and meet our commitments. It’s natural for G&A expenses to increase as we grow and transition to a public company. However, we are actively implementing measures to optimize costs, streamline processes, and use technology to improve efficiency and control these expenses. We believe our strategic investments in people, infrastructure, and compliance are vital for our long-term growth. As we continue to expand, we expect G&A expenses to rise. Even so, we are committed to managing these costs prudently and ensuring they align with our overall financial performance.

Interest Expenses

Interest expenses decreased significantly for both the nine and three months ended June 30, 2025.

For the nine months ended June 30, 2025, interest expenses, net, decreased by $733 thousand, or approximately 96.3%, from $761 thousand in 2024 to $28 thousand in 2025.

For the three months ended June 30, 2025, interest expenses, net, decreased by $82 thousand, or approximately 81.2%, from $101 thousand in 2024 to $19 thousand in 2025.

The significant decrease in both periods is primarily due to the full repayment of our outstanding third-party loans.

Investment Income

Investment income increased ~~substantially~~significantly by $3,068 thousand to $3,401 thousand for ~~both~~ the ~~nine~~three ~~and~~months ended December 31, 2025, from $333 thousand for the three months ended ~~June~~December 3031, ~~2025~~2024. This increase was primarily driven by higher returns on our cash equivalents and short-term investment holdings, reflecting the effective management of our capital resources following recent financing activities.

~~For~~Other ~~the~~Income ~~nine months ended June 30, 2025 investment income increased by $1,143 thousand, from $0 thousand in 2024 to $1,143 thousand in 2025.~~(Expense)

~~For~~Interest expense, net, decreased from $4 thousand for the three months ended ~~June~~ ~~30,~~December ~~2025~~31, ~~investment~~2024 ~~income~~to ~~increased by~~ $~~423~~2 thousand, ~~from~~for $0the ~~thousand~~three inmonths ~~2024~~ended December 31, 2025, primarily due to ~~$423~~the ~~thousand~~repayment inof ~~2025~~outstanding interest-bearing debt during the fiscal year.

This significant increase in investment income is primarily due to the higher cash balances from the net proceeds from the issuance of Class B common stock and the exercise of warrants during the period. These funds were strategically invested in shortNon-~~term~~GAAP ~~certificates~~Financial ~~of deposit (CDs) and U.S. Treasury bills with maturities of one year or less to earn interest, resulting in a substantial increase in investment income compared to the prior year period.~~ Measures

~~Factors~~Adjusted ~~That~~net ~~May~~loss ~~Adversely~~attributable to ~~Affect~~common stockholders and adjusted basic and diluted net loss per share are non-GAAP financial measures which exclude share-based compensation for employees from general and administrative expense. Share-based compensation is considered non-cash expenses. We believe these non-GAAP measures aid investors by providing additional insight into our ~~Results~~financial performance and help clarify trends affecting our business. For comparability of ~~Operations~~reporting, management considers non-GAAP measures in conjunction with GAAP financial results in evaluating business performance. These non-GAAP financial measures presented should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP.

~~Our~~The ~~results~~following oftable ~~operations may be adversely affected by various factors~~reconciles ~~that~~our ~~could cause economic uncertainty and volatility in the~~ financial ~~markets, many of which are beyond our control. Our~~ results ofreported ~~operations could be impacted by, among other things, downturns~~ in ~~the~~accordance ~~financial~~with ~~markets~~GAAP or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to ~~which~~non-GAAP ~~they~~financial ~~may negatively impact our~~ results ~~of operations.~~:

	Three Months Ended September 30
	2025			2024
Numerators:
Net loss attributable to common stockholders	$	(8,402	)	$	(3,548	)
Stock based compensation expense		8,284			-
Adjusted net loss attributable to common stockholders (non-GAAP)		(118	)		(3,548	)
Denominator:
Weighted Average ordinary shares used in computing		197,731,671			95,785,054
Basic and diluted net loss per share (in each dollar)		(0.04	)		(0.04	)
Adjusted basic and diluted net loss per share (in each dollar, non-GAAP)	$	0.00		$	(0.04	)

Liquidity and Capital Resources

Our primary sources of liquidity are cash and cash equivalents, which consist of cash on hand and short-term investments that are readily convertible to cash. As of ~~June~~December 3031, 2025, our cash and cash equivalents totaled $32271.98 million. This represents ~~about~~a ~~18.3~~significant ~~million~~ increase from $1419.68 million at the end of ~~the~~December ~~prior~~31, ~~fiscal year~~2024. The substantial increase in our cash position is primarily attributable to the net proceeds ~~of $48.6 million~~ received from issuance of shares of Class B common stock, and ~~the net proceeds of $9.2 million received~~ from the exercise and issuance of warrants. These proceeds ~~significantly~~ significantly strengthened our balance sheet and provided us with financial flexibility to invest in our growth initiatives, including expanding our R&D team, ~~purchase~~and purchase of property and equipment to support our expanding operations. This increase was partially offset by cash used in operating activities, primarily due to our net loss and investments in working capital.

	Nine Months ended June 30,
	2025			2024			Change
Net cash provided by (used in):
Operating activities	$	(11,197	)	$	(2,121	)		(9,076	)
Investing activities		(41,532	)		135			(41,667	)
Financing activities		71,056			10,754			60,302
Net increase (decrease) in cash	$	18,327		$	8,768			9,559

During the three months ended December 31, 2025, we issued an aggregate of 15,156,685 shares of Class B common stock through our ATM offering program for aggregate proceeds of $69.1 million, and 4,485,946 shares of Class B common stock pursuant to the exercise of investor warrants for aggregate proceeds of $9.2 million.

Comparison of the three months ended December 31, 2025 and 2024

The following table summarizes our cash flow information (in thousands) for the three months ended December 31, 2025 and 2024, together with the dollar change in those items from period to period:

	Three Months ended December 31,
	2025			2024			Change
Net Cash provided by (used in):
Operating activities	$	(1,605	)	$	(3,599	)		1,994
Investing activities	$	1,540			(380	)		1,920
Financing Activities	$	78,247			9,240			69,007
Net increase (decrease) in cash	$	78,182		$	5,261			72,921

Operating Activities

Net cash used in operating activities for the three months ended December 31, 2025 was $111,~~163~~605 thousand, ~~for~~primarily ~~the~~driven ~~nine~~by ~~months~~a ~~ended~~net ~~June~~loss 30of $8,402 ~~2025~~thousand, significantly ~~compared~~offset toby non-cash charges of $28,~~121~~637 thousand ~~for~~and ~~the~~a ~~same~~net ~~period~~change in ~~2024.~~operating ~~The increase~~assets inand ~~cash~~liabilities ~~outflows~~of ~~was~~$1,840 thousand. Non-cash charges primarily ~~due~~included to$8,284 athousand ~~higher~~stock ~~net~~based ~~loss~~compensation, ofand $~~12,160~~353 thousand of depreciation and amortization expense. The cash flow impact from changes in ~~the~~net ~~current~~operating ~~period,~~assets ~~compared~~and toliabilities was mainly driven by a ~~net~~decrease ~~loss~~in ofaccrued expenses and other payable of $51,~~181~~222 thousand, ininventory ~~the~~of ~~prior-year~~$498 ~~period~~thousand, and accounts payable of $265 thousand, which was partially offset by ~~changes~~decreases in ~~working~~right-of-use assets ~~capital~~of $124 thousand and ~~non-cash~~increase ~~adjustments~~in deferred revenue of $110 thousand.

~~Significant~~Net ~~non-~~cash ~~adjustments~~used in operating ~~included~~activities ~~depreciation~~for ~~and~~the ~~amortization~~three ofmonths $1ended December 31,~~635~~ ~~thousand~~2024 inwas ~~2025~~$3,599 upthousand, ~~from~~primarily ~~just~~due $7to ~~thousand~~a innet ~~the~~loss ~~prior~~of ~~year~~$3,569 ~~driven~~thousand and ~~primarily~~a decrease byof ~~an increase~~$30 thousand in ~~depreciable~~net operating assets and liabilities. ~~Additionally,~~The ~~operating~~cash ~~lease~~flow ~~liabilities,~~impact ~~current~~from changes in net operating assets and ~~non-current,~~liabilities ~~contributed~~was ~~$130~~primarily ~~thousand~~driven ~~and~~by ~~$160 thousand,~~decrease ~~respectively,~~in ~~compared~~accounts toreceivable of $34755 thousand and inventory of $~~253~~248 thousand, inpartially ~~2024.~~offset by ~~These~~increase ~~changes~~in ~~reflect~~accounts ~~the~~payable ~~continued expansion~~ of ~~leased~~$380 ~~operational assets~~thousand.

Net cash used in operating activities for the nine months ended June 30, 2024 was approximately $2,121 thousand, primarily due to a net loss of approximately $5,181 thousand offset by an increase of approximately $3,060 thousand in net operating assets and liabilities. The cash flow impact from changes in net operating assets and liabilities was primarily driven by decreases in accounts receivable of approximately $2,448 thousand, decreases in deferred tax assets of $518 thousand and inventory of approximately $424 thousand, partially offset by the increase in tax payable of $197 thousand and accounts payable of $111 thousand.

Investing Activities

Net cash ~~used~~provided ~~for~~by investing activities was $411,~~532~~540 thousand for the ~~nine~~three months ended ~~June~~December 3031, 2025, primarily ~~due~~driven toby $362.1 million on proceeds from maturities and sales of short-term investments,~~676~~ partially offset by $454 thousand on purchase of short-term ~~investments~~ investment, and $~~4,509~~71 thousand on purchase property and equipment.

Net cash used infor investing activities was ~~approximately~~ $~~135~~380 thousand for the ~~nine~~three months ended ~~June~~December 3031, 2024., ~~This~~primarily ~~amount~~due ~~consisted~~to of$175 ~~cash~~thousand ~~used~~on ~~for~~purchase ~~lending~~of ~~to related parties. No related~~long-~~party~~term ~~balances~~investments and ~~were~~$127 ~~outstanding~~thousand ason ofshort-term ~~June 30, 2025~~investments.

Financing Activities

Net cash provided by financing activities totaled $~~71,022~~78.2 ~~thousand~~ million for the ~~nine~~three months ended ~~June~~December 3031, 2025, ~~the~~mainly ~~increase was primarily~~ due to $~~71,053~~69.1 ~~thousand~~million ~~cash inflow~~ from ~~the~~ issuance of ~~Class~~ordinary ~~B common~~shares ~~stock~~ and ~~the~~$9.2 ~~exercise~~million offrom ~~warrants~~proceeds ~~during~~from ~~the~~warrants ~~period~~exercise.

Net cash provided by financing activities totaled approximately $10,754 thousand for the nine months ended June 30, 2024. We raised approximately $9,278 thousand from issuance of Class B common stock and obtained short-term loans in the form of convertible Notes totaling $3 million from the Investor.24

Net cash provided by financing activities totaled $9.2 million for the year ended December 31, 2024. We received $9.2 million from issuance of common stock.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Trend Information

Other than as disclosed elsewhere in this report, we are not aware of any trends, uncertainties, demands, commitments, or events that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results or financial condition.

Seasonality

Seasonality does not materially affect our business or the results of our operations.

Off-Balance Sheet Arrangements

We do not have off-balance sheet arrangements.

Recent Accounting Pronouncements Not Yet Adopted

See Note 2 to our audited financial statements included elsewhere in this report for more information.

Critical Accounting Policies and Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Management bases its estimates on historical experience, market and other conditions, and various other assumptions it believes to be reasonable. See Note 2 to our audited financial statements included elsewhere in this Report for more information.

JOBS Act

Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of new or revised accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period.

For as long as we remain an “emerging growth company” under the recently enacted JOBS Act, we will, among other things:

●

be exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act, which requires that our independent registered public accounting firm provide an attestation report on the effectiveness of our internal controls over financial reporting;

●

be permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act and instead provide a reduced level of disclosure concerning executive compensation; and

●

be exempt from any rules that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report on the financial statements.

Although we are still evaluating the JOBS Act, we currently intend to take advantage of some or all of the reduced regulatory and reporting requirements that will be available to us so long as we qualify as an “emerging growth company,” including the extension of time to comply with new or revised financial accounting standards available under Section 102(b) of the JOBS Act. Among other things, this means that our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness of our internal control over financial reporting so long as we qualify as an emerging growth company, which may increase the risk that weaknesses or deficiencies in our internal control over financial reporting go undetected. Likewise, so long as we qualify as an emerging growth company, we may elect not to provide you with certain information, including certain financial information and certain information regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC, which may make it more difficult for investors and securities analysts to evaluate our company. As a result, investor confidence in our company and the market price of our common stock may be materially and adversely affected.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

~~Disclosure~~Our ~~controls~~management, ~~are procedures that are designed~~ with the participation ~~objective~~ of ~~ensuring that information required to be disclosed in~~ our ~~reports~~Chief ~~filed~~Executive ~~under~~Officer, ~~the~~Chief ~~Exchange~~Financial ~~Act~~Officer, ~~such~~ asand ~~this~~Vice ~~Report,~~President isof ~~recorded,~~Finance ~~processed,~~(our ~~summarized~~“Certifying Officers”), ~~and~~evaluated ~~reported within~~ the ~~time~~effectiveness ~~periods~~of ~~specified~~the indesign ~~the~~and ~~SEC’s~~operation ~~rules~~of ~~and~~our ~~forms. Disclosure~~disclosure controls and procedures ~~are~~(as ~~also~~defined ~~designed~~in Rules ~~with the objective of ensuring that such information is~~ 13a-15(ie) ~~recorded, processed, summarized,~~ and ~~reported~~15d-15(e) ~~within~~under the ~~time~~Securities ~~periods~~Exchange ~~specified~~Act inof ~~the SEC’s rules and forms~~1934, ~~and~~as ~~(ii~~amended) ~~accumulated~~as ~~and~~of ~~communicated~~December ~~to our management~~31, ~~including our chief executive officer and chief financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure~~2025.

~~These~~In ~~controls~~our ~~include~~Annual ~~policies~~Report on Form 10-K for the fiscal year ended September 30, 2025 (“2025 Annual Report”), management concluded that our disclosure controls and procedures ~~that:~~were not effective due to a material weakness in internal control over financial reporting. This weakness related to the design and operation of controls over complex accounting judgments and transaction processing, specifically in the areas of revenue recognition, inventory, investments, intangible assets, and certain payroll processes.

●Based ~~Maintain~~on ~~accurate~~the ~~and~~evaluation ~~reliable~~performed as ~~financial~~of ~~records:~~December We31, ~~have~~2025, ~~implemented comprehensive policies~~ and ~~procedures~~the toremediation ~~ensure~~measures ~~that~~implemented ~~our~~during ~~financial records accurately and fairly reflect~~ the ~~transactions~~quarter ~~and~~as ~~dispositions~~described ofbelow, our ~~assets.~~Certifying ~~These~~Officers ~~procedures~~have concluded ~~include~~that ~~robust~~our ~~record-keeping~~disclosure ~~practices,~~controls ~~regular reconciliations,~~ and ~~independent~~procedures ~~reviews~~were toeffective ~~verify~~as of the ~~accuracy~~end ~~and~~of ~~completeness~~the ofperiod ~~our~~covered ~~financial~~by ~~data~~this Report.

● Ensure GAAP-compliant financial reporting: Our financial reporting process is designed to ensure that our financial statements are prepared in accordance with GAAP. We have established detailed procedures for revenue recognition, expense accrual, and asset valuation, among other areas, to ensure that our financial reporting is accurate, complete, and compliant with all applicable accounting standards.

● Authorize and control transactions: We have implemented a system of authorizations and approvals to ensure that all transactions are properly reviewed and approved by authorized personnel. This system includes segregation of duties, authorization limits, and multi-level approvals for significant transactions to mitigate the risk of unauthorized or fraudulent activity.

● Prevent and detect fraud: This includes implementing robust internal controls, conducting regular audits, and providing comprehensive training for employees. Additionally, continuously monitoring financial transactions and promptly addressing any discrepancies can help safeguard the integrity of our financial reporting. By taking these measures, we can mitigate potential risks and maintain stakeholder confidence in our financial management practices.

Under the supervision and with the participation of our management, including our chief executive officer, chief financial officer and VP of Finance (the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of June 30, 2025.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. No evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

(b) Changes in Internal Control over Financial Reporting

~~There~~During ~~has not been any change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of~~ the ~~Exchange Act) that occurred during our~~ fiscal quarter ended ~~June~~December 3031, 2025, ~~that~~we ~~has~~implemented ~~materially~~the ~~affected,~~following orremediation ismeasures ~~likely~~ to ~~materially~~address ~~affect,~~the ~~our~~material ~~internal~~weaknesses ~~control~~previously ~~over~~identified ~~financial~~in ~~reporting.~~our 2025 Annual Report:

19Revenue Recognition and Deferred Revenue: We enhanced our contract review process and management oversight of significant judgments to ensure that transaction prices are appropriately allocated to performance obligations for our Robots-as-a-Service (RaaS) model. Controls now ensure revenue is recognized over time only after robotic solutions are fully operational at the customer site.

Inventory and Asset Valuation: We implemented more rigorous reconciliation procedures and periodic reviews to support the valuation of inventory and the carrying value of intangible assets, ensuring these estimates are supported by current market conditions and anticipated usage.

Technical Accounting Oversight: We strengthened our financial closing process by increasing the depth of technical review for complex or non-routine transactions, particularly those involving entity-level judgments.

Other than the remediation activities described above, there were no changes in our internal control over financial reporting during the quarter ended December 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

On June 2, 2025, a civil action was filed against usRichtech and certain of our officers in the Supreme Court of the State of New York, County of Kings (Index No. 517888/2025)~~, and the complaint was served on us on June 26, 2025~~. The complaint ~~purports~~asserts ~~to assert~~ claims ~~including~~ for breach of contract, breach of express and implied ~~warranties~~ ~~(including merchantability)~~warranties, fraud, and joint venture liability. The plaintiff seeks damages in excess of $600,000, including compensatory, ~~incidental~~and punitive damages. On September 26, ~~consequential~~2025, we filed a motion to dismiss the case. We believes the claims are meritless and ~~punitive~~are ~~damages~~vigorously ~~against~~defending ~~all~~the ~~named~~action. ~~defendants~~While the outcome of litigation is inherently uncertain, we do not believe this matter will have a material adverse effect on our financial condition, results of operations, or cash flows.

~~The~~On February 2, 2026, a putative securities class action ~~has~~lawsuit ~~only~~was ~~recently~~filed against Richtech and certain of its officers in the United States ~~been~~District ~~filed~~Court for the District of Nevada, ~~and~~captioned noLuiz ~~discovery~~Gonzalez orDiez ~~other~~v. ~~substantive~~Richtech ~~proceedings~~Robotics ~~have~~Inc., ~~occurred~~et al., ~~Based~~No. on2:26-cv-00231 ~~information~~(D. ~~presently~~Nev.). The ~~known~~complaint asserts claims for alleged violations of federal securities laws related to ~~management~~statements made in a press release issued by Richtech on January 27, we2026. ~~believe~~The plaintiff seeks to represent a class of persons and entities who purchased or otherwise acquired Richtech’s publicly traded securities during the ~~claims~~period ~~are~~from ~~without~~January ~~merit~~27, 2026 through 12:00 PM EST on January 29, 2026 and weseeks dounspecified ~~not~~damages and ~~expect~~other relief. We dispute the ~~matter~~allegations in the complaint and intend to ~~have~~defend athe ~~material~~case ~~adverse~~vigorously. ~~effect~~The oncase ~~our~~is ~~financial~~at ~~condition,~~an ~~cash~~early ~~flows,~~stage orand ~~results~~we cannot reasonably estimate the amount of ~~operations~~any potential financial loss or cost that could result from this lawsuit.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, as of the date of this Report, there have been no material changes with respect to those risk factors previously disclosed in our (i) registration statement for our initial public offering and (ii) ~~2024~~ 2025 Annual Report. Any of these factors could result in a significant or material adverse effect on the results of our operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial business combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Trading Arrangements

No director or Section 16 officer adopted or terminated a trading arrangement intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or a “non-Rule 10b5-1” trading arrangement during the periods reported in this Report.

Other Information

None.

2027

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Report.

No.		Description of Exhibit
10.1		Purchase and Sale Agreement, dated April 8, 2025, by and between the Company and L & R Investment LLC (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on April 14, 2025).
3.1		Articles of Amendment to Articles of Incorporation of Richtech Robotics Inc. (incorporated by reference to Exhibit 3.1 to Richtech’s Current Report on Form 8-K filed on November 17, 2025).
10.2		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 (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on May 16, 2025).
10.1		Second Amended and Restated Richtech Robotics Inc. 2023 Stock Option Plan (incorporated by reference to Exhibit 10.1 to Richtech’s Current Report on Form 8-K filed on November 17, 2025).
10.3		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. (incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K as filed with the SEC on June 30, 2025).
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

Furnished.

# Certain portions of this exhibit have been omitted because the omitted information is (i) not material and (ii) would likely cause competitive harm to ~~the~~Richtech ~~Company~~ if publicly disclosed.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	RICHTECH ROBOTICS INC.
Date: August 11, 2025	By:	/s/ Zhenwu Huang
Date: February 11, 2026	By:	/s/ Zhenwu Huang
	Name:	Zhenwu Huang
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: August 11, 2025	By:	/s/ Zhenqiang Huang
Date: February 11, 2026	By:	/s/ Zhenqiang Huang
	Name:	Zhenqiang Huang
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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