As filed with the Securities and Exchange Commission on ~~August~~February 2717, ~~2024~~2026.

Registration Statement No. 333-

UNITED ~~STATES SECURITIES~~ STATESSECURITIES AND EXCHANGE ~~COMMISSION WASHINGTON~~COMMISSIONWASHINGTON, D.C. 20549

~~FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933~~___________________________________________

~~RICHTECH ROBOTICS~~FORM ~~INC. (Exact~~S-1REGISTRATION ~~name~~STATEMENTUNDERTHE ofSECURITIES ~~registrant~~ACT asOF ~~specified in its charter)~~1933

___________________________________________

RICHTECH ROBOTICS INC.
(Exact name of registrant as specified in its charter)

___________________________________________

Nevada		3569		88-2870106
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

~~4175 Cameron~~2975 ~~St,~~Lincoln ~~Ste~~RdLas ~~1 Las~~ Vegas, NV ~~89103~~ 89115 (866) 236-3835 ~~(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~

~~Zhenwu~~ (~~Wayne)~~Address, ~~Huang c/o~~including ~~Richtech~~zip ~~Robotics~~code, ~~Inc.~~and telephone number, including area code, of Registrant’s principal executive offices)

~~4175 Cameron St, Ste 1 Las Vegas, NV 89103 (866) 236-3835 (Name, address, including zip code, and telephone number, including area code, of agent for service)~~___________________________________________

Zhenwu (Wayne) Huang
C/O RICHTECH ROBOTICS INC.
2975 Lincoln Rd,
Las Vegas, NV 89115
(866) 236-3835

(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________________________________

Copies to:

Richard I. Anslow, Esq. Lijia Sanchez, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Tel: (212) 370-1300 Fax: (212) 370-7889 ~~Rick A. Werner, Esq. Alok A. Choksi, Esq. Haynes and Boone, LLP 30 Rockefeller Plaza 26th Floor New York, New York 10112 Tel: (212) 659-7300~~

___________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant ~~files~~shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, ~~as amended,~~ or until the registration statement shall become effective on such date as the ~~Securities and Exchange~~ Commission, acting pursuant to ~~said~~ Section 8(a), may determine.

Table of Contents

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~PRELIMINARY~~Preliminary ~~PROSPECTUS~~Prospectus ~~SUBJECT~~Subject TOto ~~COMPLETION~~Completion, ~~DATED~~Dated ~~AUGUST~~February 2717, ~~2024~~2026

~~Up to 14~~8,~~492~~500,~~753~~ 000 Shares ~~of Class B Common Stock~~

Pre-Funded Warrants to Purchase up to 14,492,753 Shares of Class B Common Stock

Warrants to Purchase up to 14,492,753 Shares of Class B Common Stock

Placement Agent Warrants to Purchase up to 1,014,493 Shares of Class B Common Stock

Up to 29,999,999 Shares of Class B Common Stock Issuable Upon Exercise of the Pre-Funded Warrants, Warrants and Placement Agent Warrants

RICHTECH ROBOTICS INC.

~~This is a reasonable best efforts public offering of up to 14,492,753 shares of~~ Class B ~~common~~Common stock, par value $0.0001 per share (the “Class B common stock”), of Richtech Robotics Inc., a Nevada corporation (the “Company”), and warrants (“Warrants”) to purchase up to an aggregate of 14,492,753 shares of Class B common stock (and the shares of Class B common stock that are issuable from time to time upon exercise of the Warrants) at an assumed combined offering price of $1.38 per share and accompanying Warrant, which was the last reported sale price of our Class B common stock on the Nasdaq Capital Market on August 23, 2024. We are also offering to each purchaser whose purchase of shares of Class B common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding Class B common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants (“Pre-Funded Warrants”), in lieu of shares of Class B common stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding Class B common stock (or at the election of the purchaser, 9.99%). Each Pre-Funded Warrant will be exercisable for one share of our Class B common stock. The purchase price of each Pre-Funded Warrant will equal the price per share at which the shares of Class B common stock are being sold to the public in this offering, minus $0.00001, and the exercise price of each Pre-Funded Warrant will be $0.00001 per share. This offering also relates to the shares of Class B common stock issuable upon exercise of any Pre-Funded Warrant and the Warrants sold in this offering. Each share of Class B common stock and each Pre-Funded Warrant is being sold together with a Warrant to purchase one share of our Class B common stock, at an exercise price of $[_] per share. For each Pre-Funded Warrant we sell, the number of shares of Class B common stock we are offering will be decreased on a one-for-one basis. The Warrants will be exercisable immediately and will expire five years from the date of issuance. The shares of Class B common stock and Pre-Funded Warrant, and the accompanying Warrants, can only be purchased together in this offering but will be issued separately and will be immediately separable upon issuance.Stock

~~There is~~This noprospectus ~~established~~relates ~~public~~to ~~trading~~the ~~market~~resale ~~for~~from time to time of up to 8,500,000 shares (the ~~Warrants~~“Shares”) of Class B common stock, par value $0.0001 per share (the “Class B common stock”), of Richtech Robotics Inc., a Nevada corporation (the “Company”), by an institutional investor (the “Investor” or the ~~Pre-Funded~~“Selling ~~Warrants~~Stockholder”), ~~and~~pursuant weto doa ~~not~~share ~~expect~~purchase agreement (the “2026 Purchase Agreement”), which the Company entered into with the Investor, on January 27, 2026. Pursuant to the 2026 Purchase Agreement, the Investor agreed to purchase 8,500,000 shares (the “Shares”) of the Class B common stock at a ~~market~~purchase price of $4.55 per Share, for aggregate gross proceeds of $38,675,000, prior to ~~develop~~deducting placement agent’s fees and other offering expenses payable by the Company. The transaction closed on January 29, 2026. We ~~do not~~are ~~intend~~registering the Shares on behalf of the Selling Stockholder, to ~~apply~~be ~~for~~offered ~~listing~~and sold by them from time to time. We will not receive any proceeds from the sale of the ~~Warrants~~Shares by the Selling Stockholder in the offering described in this prospectus. The Selling Stockholder, or its transferees, pledgees, donees or other successors in interest, may sell the ~~Pre-Funded~~Shares ~~Warrants~~from time to time in the principal market on ~~any~~which ~~securities~~our ~~exchange~~Class B common stock is traded at the prevailing market prices, at prices related to prevailing market prices or ~~other~~in ~~nationally~~privately ~~recognized trading~~negotiated ~~system~~transactions. ~~Without~~The anSelling ~~active~~Stockholder ~~trading~~may ~~market~~sell any, all or none of the ~~liquidity~~Shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the ~~Warrants~~Selling Stockholder, the purchasers of the Shares, or both. We are registering the Shares pursuant to certain registration rights granted to the Selling Stockholder. The timing and amount of any sale of Shares is within the ~~Pre-Funded~~sole ~~Warrants~~discretion ~~will~~of bethe ~~limited~~Selling Stockholder. We do not know when or in what amount of the Shares the Selling Stockholder may sell its Shares following the effective date of the registration statement of which this prospectus forms a part.

~~We have~~For ~~engaged~~more ~~Rodman~~information &about ~~Renshaw~~how ~~LLC (~~the ~~“Placement~~Selling ~~Agent”)~~Stockholder to act as our exclusive placement agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specific number or dollar amount of securities. We have agreed to pay to the Placement Agent the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum number of shares of securities or minimum aggregate amount of proceeds that is a condition for this offering to close. We may sell ~~fewer~~its ~~than all of the securities offered hereby~~Shares, ~~which~~please ~~may~~see ~~significantly reduce~~ the ~~amount~~section ofentitled proceeds received by us, and investors in this offering will not receive a refund if we do not sell all of the securities offered hereby. Because there is no escrow account and no minimum number of securities or amount of proceeds, investors could be in a position where they have invested in us, but we have not raised sufficient proceeds in this offering to adequately fund the intended uses of the proceeds as described in this prospectus. We will bear all costs associated with the offering. See “Plan of Distribution” on page ~~33 of this prospectus for more information regarding these arrangements~~21.

~~This offering~~We will ~~terminate~~pay onthe ,expenses ~~2024,~~of ~~unless~~registering ~~we decide to terminate~~ the ~~offering~~Shares, ~~(which~~including welegal ~~may~~and doaccounting atfees. ~~any~~All ~~time~~selling inand ~~our~~other ~~discretion)~~expenses ~~prior~~incurred ~~to that~~by ~~date. We will have~~ a ~~single~~selling ~~closing~~stockholder ~~for~~will ~~all~~be ~~securities~~borne ~~purchased~~by ~~in this offering and~~ the ~~combined~~Selling ~~public~~Stockholder. ~~offering~~We ~~price~~have ~~per~~agreed ~~share of~~to ~~Class~~bear Ball ~~common~~expenses ~~stock~~incurred ~~(or Pre-Funded Warrant~~ in ~~lieu~~connection ~~thereof)~~with ~~and accompanying Warrant will be fixed for~~ the ~~duration~~registration of ~~this~~the ~~offering~~Shares. We ~~will~~The ~~deliver~~Selling ~~the~~Stockholder ~~securities~~will topay beor ~~issued~~assume indiscounts, ~~connection~~commissions, ~~with~~fees ~~this~~of ~~offering~~underwriters, ~~delivery~~selling ~~versus~~brokers ~~payment~~ or ~~receipt~~dealer ~~versus~~managers ~~payment,~~and assimilar ~~the case~~expenses, ~~may~~if beany, ~~upon~~incurred ~~receipt~~for ofthe ~~investor~~sale ~~funds~~of ~~received~~the ~~by us~~Shares.

Our Class B common stock is ~~listed~~ currently traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “RR.” On ~~August~~February 2317, ~~2024~~2026, the last reported sale price offor our Class B common stock ~~on the Nasdaq Capital Market~~ was $12.3876 per share. The actual combined public offering price per share of Class B common stock or Pre-Funded Warrant and accompanying Warrant will be determined between us and investors based on market conditions at the time of pricing, and may be at a discount to the current market price of our Class B common stock. Therefore, the assumed combined public offering price used throughout this prospectus may not be indicative of the final combined public offering price.

~~You should~~We ~~read~~are ~~this~~an ~~prospectus,~~“emerging ~~together~~growth ~~with~~company” ~~additional~~as ~~information~~that ~~described~~term ~~under~~is used in the ~~headings~~Jumpstart ~~“Incorporation~~Our Business Startups Act of 2012, ~~Certain~~and ~~Information By~~as ~~Reference”~~such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and ~~“Where~~future ~~You~~filings. ~~Can~~Investing ~~Find~~in ~~More~~our ~~Information,~~Class B common stock involves a high degree of risk. See “Risk Factors” ~~carefully~~beginning ~~before~~on ~~you~~page 15 ~~invest~~of inthis ~~any~~prospectus for a discussion of information that should be considered in connection with an investment in our ~~securities~~Class B common stock. See “Prospectus Summary — Emerging Growth Company Status.”

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company”, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Investing in our ~~Class B~~securities ~~common stock~~ involves a high degree of risk. See “Risk Factors” beginning on page ~~12 of this prospectus for a discussion of information that should be considered in connection with an investment in our Class B common stock~~15. ~~See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary – Implications of Being a Smaller Reporting Company.”~~

~~Investing in~~Neither ~~our~~the ~~securities~~Securities ~~involves~~and aExchange ~~high~~Commission ~~degree of risk. See the section entitled~~ (“~~Risk Factors~~SEC”) ~~beginning~~nor onany ~~page~~state 12securities ~~of this~~commission ~~prospectus~~has ~~and~~approved inor ~~the~~disapproved ~~documents~~of ~~incorporated~~these bysecurities ~~reference~~or ~~into~~determined if this prospectus ~~for~~is atruthful ~~discussion~~or ofcomplete. ~~risks~~Any ~~that~~representation ~~should~~to bethe ~~considered in~~contrary ~~connection~~is ~~with~~a ancriminal ~~investment in our securities~~offense.

Per Share and Accompanying Warrant

Per Pre-Funded Warrant and Accompanying Warrant

Total

Combined public offering price

Placement agent fees(1)

Proceeds to us, before expenses(2)

The date of this prospectus is , 2026.

~~(1)~~Table ~~We have agreed to pay the Placement Agent a cash placement commission equal to 7.0%~~ of the gross proceeds raised in this offering. We have also agreed to reimburse the Placement Agent for its non-accountable expenses in the amount of $35,000 and for its legal fees and expenses and other out-of-pocket expenses in an amount of $100,000, and for its clearing expenses in the amount of $15,950. In addition, we have agreed to issue to the Placement Agent, or its designees, warrants (the “Placement Agent Warrants”) as compensation in connection with this offering to purchase a number of shares of our Class B common stock equal to 7.0% of the aggregate number of shares of Class B common stock and Pre-Funded Warrants being offered at an exercise price equal to 125% of the combined public offering price per share of Class B common stock and accompanying Warrant. See “Plan of Distribution” for additional information about the compensation payable to the Placement Agent.Contents

(2) Because there is no minimum number of securities or amount of proceeds required as a condition to closing in this offering, the actual public offering amount, Placement Agent fees, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above. We estimate the total expenses of this offering payable by us, excluding the Placement Agent fees, will be approximately $385,925. The amount of proceeds to us presented in this table does not give effect to any exercise of the Warrants offered hereby.

The delivery of the securities to purchasers is expected to be made on or about [ ], 2024, subject to the satisfaction of customary closing conditions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Rodman & Renshaw LLC

The date of this prospectus is , 2024.

TABLE OF CONTENTS

	~~Page~~	Page
ABOUT THIS PROSPECTUS	ii
Prospectus Summary		1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	iii
The Offering		14
PROSPECTUS SUMMARY	1
Risk Factors		15
THE OFFERING	10
Cautionary Note and Forward-Looking Statements		16
RISK FACTORS	12
Use of Proceeds		17
USE OF PROCEEDS	14
Market Price of and Dividends on the Company’s Common Equity and Related Stockholder Matters		19
CAPITALIZATION	15
Selling Stockholder		20
DILUTION	16
Plan of Distribution		21
PRINCIPAL STOCKHOLDERS	17
Shares Eligible for Future Sale		23
DESCRIPTION OF CAPITAL STOCK	18
Legal Matters		24
description of securities we are offering	23
Experts		24
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES	26
Where You Can Find More Information		24
PLAN OF DISTRIBUTION	33
Incorporation of Certain Information by Reference		25
Incorporation of certain information by reference	36
WHERE YOU CAN FIND MORE INFORMATION	37
LEGAL MATTERS	37
EXPERTS	37
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	37

You should rely only on the information contained in this prospectus and in any free writing prospectus prepared by or on behalf of us and delivered or made available to you. Neither we, nor the Selling Stockholder have authorized anyone to provide you with additional or different information. We are offering to sell, and seeking offers to buy, shares of our Class B common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or a free writing prospectus is accurate only as of its date, regardless of its time of delivery or of any sale of shares of our Class B common stock. Our business, financial condition, operating results, and prospects may have changed since that date.

For investors outside the United States: Neither we nor Selling Stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the shares of Class B common stock and the distribution of this prospectus outside of the United States.

Industry and Market Data

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications and other published independent sources. Some data is also based on our good faith estimates. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.

Trademarks

In our key markets, we have rights to use, or hold, certain trademarks relating to Richtech Robotics Inc. or the respective applications for trademark registration are underway. We do not hold or have rights to any other additional patents, trademarks or licenses, that, if absent, would have had a material adverse effect on our business operations. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Each trademark, trade name or service mark of any other company appearing in this prospectus is the property of its respective holder.

~~ABOUT THIS~~Table ~~PROSPECTUS~~of Contents

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”). We incorporate by reference important information into this prospectus. You may obtain the information incorporated by reference without charge by following the instructions under “Where You Can Find More Information.” This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and you may obtain copies of those documents as described below. You should carefully read this prospectus as well as additional information described under “Incorporation of Certain Information by Reference,” before deciding to invest in our securities.

We have not, and the Placement Agent has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

The information incorporated by reference or provided in this prospectus contains statistical data and estimates, including those relating to market size and competitive position of the markets in which we participate, that we obtained from our own internal estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable. While we believe our internal company research is reliable and the definitions of our market and industry are appropriate, neither this research nor these definitions have been verified by any independent source.

For investors outside the United States: We have not, and the Placement Agent has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside the United States.

This prospectus and the information incorporated by reference into this prospectus contain references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus and the information incorporated by reference into this prospectus, including logos, artwork, and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other company.

In this prospectus, unless the context otherwise requires, the terms “we,” “us,” “our,” “Richtech” and the “Company” refer to Richtech Robotics Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, and any documents we incorporate by reference, contain “forward-looking statements” (within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act) that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in our “Prospectus Summary” and “Use of Proceeds” sections in this prospectus and “Risk Factors,” “Management Discussion and Analysis of Financial Condition and Result of Operations,” and “Business” sections in Amendment No. 1 to our Annual Report on Form 10-K/A for the year ended September 30, 2023 (the “2023 Annual Report”), which is incorporated by reference herein. In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,” “could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of those terms or other similar expressions, although not all forward-looking statements contain those words.

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

The forward-looking statements in this prospectus represent our views as of the date of this prospectus. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention to do so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this prospectus.

iii

PROSPECTUS SUMMARY

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class ~~securities~~B common stock. You should read this entire prospectus, including the information incorporated by reference herein, carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes included in our ~~2023~~ Annual Report, ~~before~~on ~~making~~Form 10-K anfor ~~investment decision. This prospectus and~~ the ~~information~~year ~~incorporated herein~~ended ~~by reference include trademarks~~September 30, ~~service marks and trade names owned by us or other companies. All trademarks~~2025, ~~service~~before ~~marks~~making ~~and trade~~an ~~names~~investment ~~included or incorporated by reference into this prospectus and the information incorporated herein by reference are the property of their respective owners~~decision.

In this prospectus, unless the context otherwise requires, the terms “we,” “us,” “our,” “Richtech” and the “Company” refer to Richtech Robotics Inc.

Overview

~~We are~~Richtech is a ~~developer~~robotics ofand ~~advanced~~artificial ~~robotic~~intelligence ~~technologies~~(“AI”) technology company focused on ~~transforming~~developing ~~labor-intensive~~advanced ~~services~~embodied inAI ~~hospitality~~systems ~~and~~that ~~other~~aims ~~sectors~~to ~~currently experiencing~~improve ~~unprecedented~~the ~~labor~~efficiency ~~shortages.~~and ~~With~~productivity aof ~~global~~U.S. businesses. ~~R&D~~Richtech ~~team~~trains ~~based~~proprietary ~~out~~artificial ofintelligence ~~China~~models ~~and~~on ~~the~~in-house ~~United States,~~data weto ~~design,~~operate ~~manufacture and~~advanced ~~sell~~robotic ~~robots~~systems toin ~~restaurants,~~the ~~hotels,~~real ~~hospitals,~~world. ~~senior~~We ~~living centers~~design, ~~casinos~~engineer, ~~factories~~manufacture, ~~movie theaters~~ and ~~other~~deploy ~~businesses.~~next ~~Our robots~~generation ~~perform~~embodied aAI ~~variety~~systems ofto ~~services~~serve ~~including~~a ~~restaurant~~wide ~~running~~range ~~and~~of ~~bussing,~~industries — including ~~hotel~~food ~~room~~ service, ~~and~~retail, ~~linen~~industrial ~~delivery~~manufacturing, ~~hospital specialized deliveries~~automotive, ~~floor scrubbing and vacuuming~~healthcare, and ~~beverage and food preparation~~hospitality. WeOur ~~design~~robots ~~our~~are ~~robots~~designed to be user friendly, ~~customizable to client environments~~reliable, and ~~extremely~~highly ~~reliable. For example~~customizable, ~~our~~with ~~food~~the ~~service~~goal ~~delivery~~of ~~robots~~driving ~~typically~~tangible ~~make~~profit ~~over~~and ~~1,000~~loss ~~deliveries~~(“P&L”) ~~every~~improvements ~~month in~~for ~~busy~~our ~~environments, while robots working in hospitals make more than 8,000 multi-floor deliveries per month~~customers. ~~Our current customer base includes major hotel brands, national chain restaurants, prestigious hospitals, leading senior care facilities, and top casino management companies.~~

Our mission is to ~~integrate~~accelerate ~~robotics~~the ~~and~~advancement ~~automation~~of ~~into~~embodied ~~our~~AI ~~everyday~~in ~~lives~~the United States. We ~~envision~~aim ~~ourselves~~to ~~becoming~~become a ~~leading~~ robotics “Super-~~operator,~~Operator” ~~where~~ ~~thousands~~— i.e. ofa ~~our~~company ~~robots~~operating ~~are~~over ~~deployed~~one ~~out~~hundred inthousand ~~the~~intelligent ~~field~~robots ~~and~~connected ~~managed~~through bya ~~Richtech’s~~unified, data-rich AI ~~Cloud Platform (“ACP”)~~ecosystem. ~~As a~~These ~~Super-operator,~~robots ~~our robotic fleet~~ will beperform ~~performing~~ a wide ~~variety~~range of tasks ~~within~~across acommercial ~~business~~and industrial environments, from ~~completing deliveries and~~ scrubbing floors ~~to cooking noodles~~ and ~~preparing~~packaging ~~drinks.~~deliveries ~~Our~~to ~~ACP~~supporting ~~platform~~medical ~~will~~staff ~~allow businesses to plug~~ in ~~their~~hospitals ~~robots~~ and ~~immediately~~staffing ~~leverage an~~factory ~~immense~~production ~~amount of data to optimize workflows, lower management complexity, and minimize labor dependency~~lines.

On November 21, 2023, the Company consummated its initial public offering of 2,100,000 shares of Class B common stock at a price of $5.00 per share, generating gross proceeds of $10.5 million. On December 22, 2023, the underwriters purchased an additional 42,563 shares of Class B common stock at a price of $5.00 per share, generating gross proceeds of $212,815. On November 17, 2023, the shares of Class B common stock began trading on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “RR.”

In connection with the initial public offering, the Company issued to the representative of the underwriters and its designee (the “Representative”) warrants (the “Representative’s Warrants”) to purchase 105,000 shares of Class B common stock. In connection with the partial exercise of the underwriters’ over-allotment option, the Company issued to the Representative and its designee additional Representative’s Warrants to purchase 2,128 shares of Class B common stock. The Representative’s Warrants are exercisable at a per share exercise price equal to $6.00 at any time and from time to time, in whole or in part, during the period commencing on May 21, 2024, and terminating on November 21, 2028. Neither the Representative’s Warrants nor any of the shares issued upon exercise of the Representative’s Warrants may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities by any person, for a period of six (6) months immediately following the commencement of sales of the initial public offering. The Representative’s Warrants also provides for one demand registration right of the shares underlying the Representative’s Warrants at the Company’s expense; one additional demand registration at the warrant holders’ expense; and unlimited “piggyback” registration rights. The registration rights will only be exercisable within a period of five years after November 16, 2023. The Representative’s Warrants also contain customary anti-dilution provisions.

In connection with the initial public offering, the Company filed its Second Amended and Restated Articles of Incorporation with the Nevada Secretary of State on November 17, 2023.

Recent Developments

~~Standby Equity~~2026 ~~Purchase~~Private ~~Agreement~~Placement

On ~~February~~ January 1527, ~~2024~~2026, the Company entered into athe ~~Standby~~2026 ~~Equity~~ Purchase Agreement ~~(the “Purchase Agreement”)~~ with ~~YA II~~the ~~PN,~~Selling ~~Ltd~~Stockholder. ~~(the~~Pursuant ~~“Investor”), pursuant~~ to ~~which~~ the ~~Investor~~2026 ~~agreed~~Purchase toAgreement, ~~purchase up to $50 million of~~ the Company’s ~~shares~~agreed ofto ~~Class B~~issue ~~common~~and ~~stock~~sell ~~over~~to the ~~course~~Selling ~~of 24 months~~Stockholder, ~~after~~and the ~~date~~Selling ofStockholder ~~the~~agreed ~~Purchase Agreement. The price of shares~~ to bepurchase ~~issued~~from ~~under~~ the ~~Purchase~~Company, ~~Agreement~~in ~~will~~a beprivate ~~96%~~placement ~~of the lowest volume weighted average price~~ (the “~~VWAP~~2026 Private Placement”), ~~of the Class~~8,500,000 BShares, ~~common~~at ~~stock~~a ~~for~~purchase ~~the~~price ~~three trading~~of ~~days~~$4.55 ~~immediately following~~per ~~the~~Share, ~~delivery~~for ofaggregate ~~each~~gross ~~Advance~~proceeds ~~notice~~of ~~(as~~$38,675,000, ~~defined~~prior ~~below)~~to bydeducting ~~the~~placement ~~Company~~agent’s ~~(the~~fees ~~“Pricing~~and ~~Period”).~~other ~~Each~~offering ~~issuance~~expenses ~~and sale~~payable by the Company. toThe ~~the~~2026 ~~Investor~~Private ~~under~~Placement ~~the~~closed ~~Purchase~~on ~~Agreement (an “Advance”) is subject to a maximum amount equal to 100% of the daily trading volume of the Class~~January ~~B common stock~~29, ~~as reported by Bloomberg L~~2026.~~P., during the five trading days immediately preceding an Advance notice.~~

~~With respect~~Pursuant to ~~each~~the ~~Advance~~2026 Purchase Agreement, for a period commencing upon the ~~Company~~signing ~~has~~of the ~~option~~2026 toPurchase ~~notify~~Agreement, until 45 days after the ~~Investor~~effective date of athe ~~minimum~~registration ~~acceptable~~statemen, ~~price~~of which this prospectus forms part (the “~~MAP~~Resale Registration Statement”), byneither ~~specifying~~ the ~~amount~~Company ~~within~~nor anany ~~Advance~~of ~~notice.~~its ~~During~~subsidiaries shall (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Class ~~trading~~B ~~day~~common ~~within~~stock aor ~~Pricing~~Class B ~~Period~~common stock equivalents, ~~two~~or ~~conditions~~(ii) file ~~will~~any ~~trigger~~registration anstatement ~~automatic~~or ~~reduction~~ any amendment or supplement thereto. The restrictions are subject to ~~the~~certain ~~amount~~exceptions ofas described in the ~~Advance~~2026 byPurchase ~~one-third:~~Agreement. ~~either~~Further, ~~(i)~~for a period of 15 months following the ~~VWAP~~effective date of the ~~Class B~~Resale ~~common~~Registration ~~stock~~Statement, the Company is ~~below~~also ~~the~~prohibited ~~MAP~~from ~~specified~~effecting inor entering into an agreement to effect any issuance by the ~~Advance~~ ~~notice,~~Company or ~~(ii)~~any of its subsidiaries of Class ~~there~~B iscommon nostock ~~VWAP~~or ~~available~~Class B common stock equivalents (~~each~~or ~~such day,~~a ancombination ~~“Excluded~~of ~~Day”~~units thereof). Oninvolving ~~each~~a ~~Excluded~~Variable ~~Day~~Rate Transaction, ~~an automatic~~as ~~one-third~~defined ~~reduction~~in isthe ~~applied~~2026 toPurchase ~~the~~Agreement. ~~specified~~The ~~Advance~~2026 ~~amount~~Purchase inAgreement ~~the~~also ~~Advance~~contains ~~notice~~customary representations and ~~that day~~warranties ~~will~~and beagreements ~~excluded~~and ~~from the~~obligations, ~~Pricing~~conditions ~~Period~~to closing and termination provisions.

~~Each Advance~~In isconnection ~~subject~~with tothe ~~certain~~Purchase ~~limitations~~Agreement, ~~including~~on ~~that~~January 27, ~~the~~2026, ~~Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of~~ the Company’s ~~outstanding~~also ~~voting~~entered ~~power~~into ora ~~number~~registration ofrights ~~shares~~agreement of(the ~~Class B~~“Registration ~~common~~Rights ~~stock~~Agreement”) atwith the ~~time~~investor. ~~of an~~Pursuant ~~Advance~~to ~~or acquiring in~~ the ~~aggregate~~Registration ~~under~~Rights ~~the Purchase~~ Agreement, ~~more than 19.99% of~~ the Company’s ~~outstanding~~will ~~shares~~be ofrequired ~~Class B common~~to ~~stock~~file asthe ofResale ~~the~~Registration ~~date~~Statement ofwith the ~~Purchase~~Securities ~~Agreement~~and Exchange Commission (the “~~Exchange Cap~~SEC”). ~~The~~to ~~Exchange~~register ~~Cap~~the ~~will~~Shares ~~not~~for ~~apply~~resale. ~~under~~The ~~certain circumstances, including, where the~~ Company ~~has~~agreed ~~obtained stockholder approval~~ to ~~issue~~file ~~in excess of~~ the ~~Exchange~~Resale ~~Cap~~Registration inStatement ~~accordance~~by ~~with the~~February 16, ~~rules~~2026, ofand ~~Nasdaq~~to orhave such ~~issuances~~Resale doRegistration ~~not~~Statement ~~require~~declared ~~stockholder~~effective ~~approval~~within ~~under~~45 days ~~Nasdaq’s “minimum price rule.”~~

The Purchase Agreement will terminate automatically on the earlier of February 16, 2026 or when the Investor has purchased an aggregate of $50 million of Class B common stock. The Company has the right to terminate the Purchase Agreement upon five trading days’ prior written notice to the Investor, subject to certain conditions.1

~~In connection~~Table ~~with and subject to the satisfaction~~ of certain conditions set forth in the Purchase Agreement, the Investor will pre-advance to the Company up to $3,000,000 of the $50,000,000 commitment amount (a “Pre-Advance”), with each Pre-Advance to be evidenced by a convertible promissory note (each, a “SEPA Note”). The first Pre-Advance, in the principal amount of $1,000,000, was advanced February 15, 2024. The second Pre-Advance, in a principal amount of $1,000,000, was advanced on March 18, 2024. The third Pre-Advance, in the principal amount of $1,000,000, was advanced on April 15, 2024. Each SEPA Note is subject to a 4% discount on the principal amount of such SEPA Note. Repayment of the SEPA Notes commenced on May 15, 2024, with subsequent payments made monthly. As of June 30, 2024, the outstanding balance on the Notes was $2,333,000. The SEPA Notes were fully repaid in July 2024.Contents

~~Each SEPA~~after ~~Note will accrue interest on the outstanding principal balance at the rate of 8% per annum and has a maturity date of February 15~~January 27, ~~2025~~ ~~(as may be extended at the option of the Investor). Beginning in May 2024~~2026, ~~the~~or ~~Company~~75 days ~~was required~~after ~~to pay~~January 27, ~~on a monthly basis~~2026, ~~one-nineth of the outstanding principal amount of each SEPA Note, together with accrued and unpaid interest, either (i)~~ in ~~cash or (ii) by submitting an Advance notice pursuant to~~ the ~~Purchase~~event ~~Agreement and selling the Investor shares, or any combination~~ of ~~(i) or~~a ~~(ii) as~~“full ~~determined~~review” by the ~~Company~~SEC. The ~~initial~~Company ~~repayment~~will ~~was~~be ~~due~~obligated ~~90 days after~~to ~~the~~pay ~~issuance~~liquidated ofdamages to the ~~first~~investors ~~SEPA~~if ~~Note, followed by subsequent payments due every 30 days after~~ the ~~previous~~Company ~~payment.~~fails ~~Unless otherwise agreed~~ to byfile the ~~Investor,~~Resale ~~any~~Registration ~~funds~~Statement ~~received~~when byrequired ~~the~~or ~~Company~~fails ~~pursuant~~ to ~~the~~cause ~~Purchase Agreement for~~ the ~~sale~~Resale ofRegistration ~~shares~~Statement ~~will first~~to be ~~used~~declared toeffective ~~satisfy~~by ~~any~~the ~~payments~~SEC ~~due~~when ~~under an outstanding SEPA Note~~required.

The net proceeds to the Company from the 2026 Private Placement were approximately $36.2 million, after deducting placement agent fees and estimated offering expenses payable by the Company. The Company intends to use the net proceeds for working capital, general corporate purposes, including the further development of our product candidates, and the procurement of inventory, specifically for robotic hardware.

~~At the~~Rodman & ~~election~~Renshaw ofLLC ~~the Investor, all or a portion of the principal, interest, or other amounts outstanding under each SEPA Note~~ (~~the~~ “~~Conversion Amount~~Rodman”) ~~may~~acted beas ~~converted into shares of Common Stock (~~the ~~“Conversion Shares”),~~Company’s ~~equal~~exclusive ~~to:~~placement ~~(x)~~agent ~~the~~in ~~Conversion~~connection ~~Amount,~~with ~~divided by (y)~~ the ~~Conversion~~2026 ~~Price.~~Private ~~“Conversion Price” is defined as (i) $6~~Placement.~~00 per~~ ~~share~~Pursuant ofto ~~Class~~an Bengagement ~~common~~letter ~~stock,~~by ~~provided~~and ~~however,~~between ~~on May 28, 2024 (~~the ~~“Reset~~Company ~~Date”)~~and Rodman, the ~~Conversion~~Company ~~Price shall~~paid beRodman ~~adjusted~~an ~~(downwards~~aggregate ~~only)~~cash tofee equal ~~the~~to ~~average~~6.0% of the ~~daily~~gross ~~VWAPs~~proceeds ~~for~~of the 52026 ~~consecutive~~Private ~~trading~~Placement ~~days~~and ~~immediately~~agreed ~~prior~~ to ~~the Reset~~reimburse ~~Date, if such price is lower than~~ the ~~Conversion~~Rodman ~~Price~~for ~~then~~all inreasonable ~~effect.~~out-of-pocket ~~The~~and ~~Conversion~~non-accountable ~~Shares~~expenses ~~are~~of ~~entitled~~up to ~~the~~$100,000 ~~registration rights set forth~~ in ~~the Purchase Agreement~~aggregate.

~~On March~~New ~~14,~~Product 2024, the Company and the Investor entered into a letter agreement (the “Letter Agreement”) to amend the terms of each SEPA Note as follows: (i) the Company may redeem early a portion or all amounts (including principal and accrued and unpaid interest) outstanding under the SEPA Note with at least 10 trading days’ prior written notice by the Company to the Investor. The outstanding principal balance being redeemed by the Company shall be subject to aLaunch 10% cash redemption premium. After receipt of the Redemption Notice, the Investor shall have 10 trading days to elect to convert all or any portion of the SEPA Note; and (ii) the Conversion Price shall not be lower than $1.50— ~~per~~Dex ~~share~~Humanoid ~~of Class B common stock.~~Robot

~~The Company~~October 28, ~~paid~~2025, awe ~~subsidiary~~announced ofDex, ~~the~~our ~~Investor~~next-generation ahumanoid ~~structuring~~robot. ~~fee~~Built inon the ~~amount~~NVIDIA ofJetson ~~$25,000~~Thor ~~and in April 2024~~platform, ~~issued~~Dex tointegrates ~~the~~a ~~Investor~~comprehensive ~~259,350 shares~~suite of ~~Class~~advanced BAI ~~common~~capabilities ~~stock~~designed ~~(the~~to ~~“Commitment~~transform ~~Shares”)~~the asindustrial ~~a commitment fee~~workforce. ~~The~~With ~~Company~~sophisticated ~~and~~perception ~~the Investor made certain representations~~ and ~~warranties~~manipulation toabilities, ~~each~~Dex ~~other~~can ~~that~~interact ~~are~~with ~~customary~~and ~~for~~operate ~~transactions~~in ~~similar~~real-world ~~to this one~~environments, ~~subject~~enabling it to ~~specified~~perform ~~exceptions~~tasks ~~and~~once ~~qualifications. Each~~considered oftoo ~~the~~complex ~~Company and the Investor also agreed~~ to ~~indemnify the other~~automate.

~~As of~~Dex ~~August~~is ~~12,~~expected ~~2024,~~to webe ~~had~~deployment-ready ~~issued~~for 9industrial applications by mid-2026,~~035,561~~ ~~shares~~and ~~under~~we ~~the~~anticipate ~~Purchase~~that ~~Agreement~~it ~~and~~will ~~the~~become ~~SEPA~~a ~~Notes~~significant ~~(including~~driver ~~259,350~~of ~~Commitment~~the ~~Shares)~~company’s future growth.

~~The foregoing~~R&D descriptions of the Purchase Agreement and the SEPA Notes and the transactions contemplated thereby are qualified in their entirety by reference to the full text of the Purchase Agreement and the SEPA Notes, a copy or a form of which are attached hereto as Exhibits 10.13 and 10.14, respectively, each of which is incorporated herein in its entirety by reference.Collaboration

~~In connection~~Subsequent ~~with~~to ~~the~~September 30, ~~execution of the Purchase Agreement (as defined below)~~2025, ~~the~~we ~~Company~~ entered into ~~two agreements with Revere Securities, LLC (“Revere”): (i)~~ a ~~financial~~non-commercial ~~services~~technology collaboration agreement, ~~dated~~with asMicrosoft ofCorporation ~~January~~through ~~22, 2024 (~~the ~~“Financial~~Microsoft ~~Services~~AI ~~Agreement”), pursuant~~Co-Innovation toLab ~~which the Company agreed~~ to ~~pay~~support ~~Revere $25,000 per month on an accrual basis for six months, with payments commencing upon~~ the ~~execution~~evaluation ~~of the Purchase Agreement, for general financial advisory services provided by Revere,~~ and ~~(ii)~~development ~~a finder’s fee agreement, dated as~~ of ~~January~~certain ~~22,~~artificial ~~2024~~intelligence (the “Finder’s Fee Agreement”), pursuant to which the Company agreed to pay Revere (a) cash compensation equal to 7% of total proceeds from Pre-Advances (as defined below) raised under the Purchase Agreement, plus (b) cash compensation equal to 4% of any Advance (as defined below) under the Purchase Agreement, paid upon 3 business days after the closing of such Advanceworkflows.

~~The foregoing~~Subsequent ~~descriptions~~Capital ofRaise — At-The-Market the Financial Services Agreement and the Finder’s Fee Agreement are qualified in their entirety by reference to the full text of the Financial Services Agreement and the Finder’s Fee Agreement, copies of which are attached hereto as Exhibits 10.15 and 10.16, respectively, each of which is incorporated herein in its entirety by reference.Offering

Subsequent to September 30, 2025, we utilized our at-the-market offering program (the “September ATM”) to issue and sell an aggregate of 15,156,685 shares of Class B common stock, receiving aggregate gross proceeds of $71,622,886.31. A portion of such proceeds was generated through a direct sale of shares to a large institutional investor under the September ATM. We intend to use the proceeds to accelerate the build-out of our RaaS asset fleet.

Charter Amendment

On November 10, 2025, we filed the Articles of Amendment to our Articles of Incorporation, as amended, with the Nevada Secretary of State to effect an increase the number of shares of Class B common stock that we are authorized to issue from 200,000,000 to 1,000,000,000, effective upon filing.

Corporate History and Structure

~~The Company~~We ~~was~~were originally founded as Richtech Creative Displays LLC in Nevada in July 2016., ~~The~~and ~~primary~~we ~~business~~converted ~~at the time of incorporation was product development work related~~ to ~~machine~~Richtech ~~vision~~Robotics ~~used to process video feed and produce usable outputs~~Inc. ~~Applications of this work included interactive projection systems~~, ~~facial~~a ~~recognition~~Nevada ~~applications such as for temperature screening~~corporation, ~~and~~in ~~eventually~~June 2022. ~~environmental image~~We ~~recognition,~~completed ~~obstacle~~our ~~avoidance~~initial ~~recognition,~~public ~~and~~offering ~~virtual~~on ~~positioning analysis necessary for indoor robot navigation. From 2019 to 2020~~November 21, ~~we designed~~2023, ~~developed,~~ and ~~built~~shares ~~indoor~~of ~~delivery~~our ~~robots.~~Class B Incommon ~~response~~stock tobegan ~~COVID,~~trading weon ~~pivoted to providing temperature screening robots that utilized AI algorithms to detect a face and pinpoint~~ the ~~location~~Nasdaq ofCapital ~~the~~Market ~~forehead~~on toNovember 17, ~~take~~2023 anunder ~~accurate temperature measurement. As fears around COVID subsided and~~ the ~~labor~~symbol ~~shortage took hold, we pivoted back to providing delivery robots and other service-related robots~~“RR.”

~~Richtech Creative~~To ~~Displays~~support our clients in optimizing the use of ADAM robots and enhancing the efficiency of their operations, we established a wholly-owned subsidiary, Alphamax Management LLC ~~was~~(“Alphamax ~~converted~~Management”), in June 2024. Alphamax Management provides business management and operational services to ~~Richtech~~help ~~Robotics~~our ~~Inc~~clients better integrate robots into their workflow. On May 1, 2025, we established Richtech Holdings LLC (“Richtech Holdings”), a ~~Nevada~~wholly ~~corporation~~owned subsidiary, into ~~June~~hold and manage real estate assets acquired by the Company. On August ~~2022~~20, 2025, we established Richtech Capital LLC (“Richtech Capital”), also a wholly owned subsidiary, to support the potential future scaling of our Robots-as-a-Service (“RaaS”) business by exploring and facilitating financial solutions that may enhance operational flexibility and capital efficiency.

To further support our clients in optimizing the use of ADAM robots and enhancing the efficiency of their operations, we established a wholly-owned subsidiary, Alphamax Management LLC, in June 2024. Alphamax Management LLC provides business management and operational services to help our clients better integrate robots into their workflow.2

3Table of Contents

Our Products and Services

~~Our products~~Beginning ~~are~~in ~~categorized~~the ~~into~~fourth ~~three~~quarter ~~kinds~~ of ~~service~~fiscal ~~automation:~~year ~~indoor~~2025, ~~transport~~we reorganized our product portfolio and ~~delivery~~internal teams into three strategic pillars: Commercial, ~~sanitation~~Industrial, and ~~food~~Data ~~and~~Services. ~~beverage~~The ~~automation. Our~~creation ~~target~~of specialized teams will enable us to develop a deeper understanding of market ischaracteristics ~~the~~within ~~hospitality~~specific ~~sector,~~product ~~which~~niches. ~~includes~~Commercial ~~restaurants~~teams will primarily concentrate on advancing the food service, ~~hotels~~lodging, ~~casinos~~medical, ~~resorts~~and event experience markets, ~~senior~~while ~~care~~Industrial teams will primarily focus on the manufacturing, ~~hospitals~~warehousing, and ~~movie theaters~~automotive sectors. WeThe ~~also~~Data ~~plan~~Services toteam ~~leverage~~will ~~our~~be primarily focused on providing fundamental R&D support for both Commercial and Industrial product development as well as certain strategic partners. The specialization of expertise provides better operational efficiency when tackling new market verticals and is essential in ~~food~~developing ~~automation~~a tofundamental ~~bring~~understanding ~~services~~of ~~directly~~customer environments and formulating clear company strategies. We believe that this new operational structure better positions us to ~~the~~engineer ~~consumer~~reliable ~~with~~robotic solutions that deliver the ~~ADAM~~results ~~system~~our ~~which is~~customers ~~described~~have ~~below~~come to expect.

~~The majority~~Beginning ofin ~~our~~the ~~robots~~fourth ~~can~~quarter beof ~~characterized~~fiscal asyear ~~Autonomous Mobile Robots (“AMRs”)~~2025, ~~meaning~~we ~~that~~reorganized our ~~robots~~product ~~can~~portfolio ~~understand~~ and ~~move~~internal ~~through~~teams ~~its~~into ~~environment~~three ~~independently.~~strategic ~~AMRs~~pillars: ~~differ~~Commercial, ~~from their predecessors~~Industrial, ~~Autonomous~~and ~~Guided~~Data ~~Vehicles~~Services. ~~(“AGVs”), which~~The ~~rely~~creation onof ~~tracks~~specialized orteams ~~predefined~~will ~~paths~~enable ~~and~~us ~~often~~to ~~require~~develop ~~operator~~a ~~oversight.~~deeper ~~Our~~understanding ~~AMRs~~of ~~understand~~market ~~their~~characteristics ~~environment~~within ~~through~~specific anproduct ~~array of~~niches. ~~advanced~~Commercial ~~sensors,~~teams ~~with~~will ~~the~~primarily ~~primary~~concentrate ~~sensor~~on ~~being~~advancing athe ~~LiDAR~~food ~~which~~service, ~~stands~~lodging, ~~for~~medical, ~~Light Detection~~ and ~~Ranging.~~event ~~The~~experience ~~LiDAR~~markets, iswhile ~~able~~Industrial toteams ~~create a~~will 2Dprimarily ~~map~~focus ofon the ~~environment~~manufacturing, bywarehousing, ~~sending~~and ~~out~~automotive ~~laser~~sectors. ~~pulses~~The ~~and~~Data ~~measuring~~Services ~~the~~team ~~time~~will itbe ~~takes~~primarily tofocused ~~bounce~~on ~~back,~~providing ~~similar~~fundamental toR&D ~~sonar~~support ~~but~~for ~~far~~both ~~more accurate.~~Commercial ~~Secondary~~and ~~sensors~~Industrial ~~such~~product development as ~~RGBD~~well ~~cameras~~as ~~that~~certain ~~detect~~strategic ~~color~~partners. ~~and~~The ~~depth~~specialization of ~~images,~~expertise ~~ultrasonic~~provides ~~proximity~~better ~~sensors,~~operational ~~and~~efficiency ~~standard~~when ~~AI machine~~tackling ~~vision~~new ~~that~~market ~~can~~verticals ~~recognize~~and ~~objects~~is ~~are~~essential ~~used~~ in ~~sync~~developing toa ~~create~~fundamental ~~an in-depth~~ understanding of ~~the~~customer ~~robot’s~~environments ~~environment~~and formulating clear company strategies. ~~These sensors,~~We ~~combined~~believe ~~with~~that athis ~~robust~~new ~~navigation~~operational ~~software~~structure ~~stack~~better ~~based~~positions onus AIto ~~algorithms,~~engineer ~~provides~~reliable ~~our~~robotic ~~robots~~solutions ~~the~~that ~~ability~~deliver tothe ~~perform~~results ~~dynamic path~~our ~~planning~~customers ~~through~~have ~~their~~come ~~environments~~to expect.

~~Our ACP~~This ~~service~~reorganization isalso areflects ~~business~~our ~~optimization~~forward-looking ~~tool~~vision ~~that~~for ~~allows~~the ~~customers~~future toof ~~benefit~~embodied ~~from~~AI. The ~~the~~demand ~~rich~~for ~~operational~~embodied ~~data~~AI ~~generated~~robotic bysystems ~~the~~spans ~~robots. Each~~virtually ~~AMR~~all ~~can~~sectors ~~operate~~of ~~independently in~~ the ~~real~~economy, ~~world~~from ~~and~~commercial ~~report~~to ~~data~~industrial upapplications. toWidespread ~~the~~adoption ~~ACP. The~~depends ~~ACP~~on ~~can~~the ~~then~~strength ~~utilize~~of the data toinfrastructure ~~optimize workflows,~~that ~~enhance~~powers ~~guest~~AI ~~experiences,~~training and ~~minimize waste~~deployment. ~~The~~Through ~~ACP~~this ~~will store robot utilization metrics for analyses and reporting~~approach, ~~providing clients~~Richtech ~~with~~will ~~detailed~~accelerate ~~operational~~the ~~data.~~advancement ~~Lastly, one~~ of ~~the~~embodied ~~most~~AI, ~~important~~enable ~~features of~~ the ~~ACP~~development ~~is that it allows multiple types~~ of ~~robots to~~intelligent ~~operate~~robotic insolutions ~~the~~across ~~same environment~~industries, ~~utilizing the same integrations~~ and ~~providing~~drive ~~data~~the ~~back~~next toera aof ~~centralized point~~automation.

~~Indoor Transport~~In ~~and~~addition ~~Delivery~~to the operational re-organization, the Skylark line of robots has been discontinued to refocus resources on products with better long-term profitability. The Medbot line of robots has been discontinued while we develop new robotic technologies to better service the healthcare sector.

~~In the~~We ~~transport~~utilize ~~and~~a ~~delivery~~combination ~~category we have four main product lines, the Matradee line~~ of ~~server~~contract ~~assistant robots geared towards restaurants~~ and ~~restaurant~~in-~~like~~house ~~environments,~~services ~~the~~to ~~Medbot~~design ~~line designed specifically for hospital deliveries, the Titan line for heavy duty payloads in central distribution facilities~~ and ~~general~~manufacture ~~hospitality~~our ~~environments, and the Skylark line of service robots customized for hotel and room service applications~~products.

~~Matradee is~~Commercial aRobotic robot designed for dining spaces that can be used for bussing, serving, hosting, advertising, and entertaining. For example, Matradee will transport food from the kitchen to the table where a waiter can come by and serve the guests. The waiter could then load the Matradee with dirty plates and send it to the dish washing zone in the kitchen. The robot is designed to operate in narrow and busy environments, navigating around tables and people in order to get to its destination. Matradee was designed to have a large carrying capacity and to be extremely stable so that it can carry wine glasses and delicate food items without spilling. It can also be used to greet guests at the reception area and lead them to their table. With a battery life of eight to fourteen-hours between charges, the Matradee can run for the entire day without taking a break. When multiple robots are deployed in the same space, the robots communicate over short-range radio waves to coordinate and make way for each other.Products

~~Medbot is~~Under ~~designed specifically for secure and efficient deliveries in hospitals and other healthcare spaces. This line of robots is a rebranding of~~ the ~~Richie/Robbie~~Commercial ~~robotic line~~pillar, ~~aimed to help customers better associate~~ the ~~robot~~Company tooffers ~~specific~~three ~~applications.~~primary ~~The~~product ~~robot has~~lines: 4the ~~secured~~Matradee ~~compartments~~line ~~that~~of ~~can~~server beassistant ~~configured to deliver items to up to 4 different destinations per trip. Through our ACP~~robots, the ~~Medbot can~~ADAM ~~travel on elevators~~ and ~~through~~the ~~secure~~Scorpion ~~doors~~beverage ~~providing~~service ~~a fully autonomous delivery solution in extremely dynamic environments~~robots. ~~The Medbot~~These ~~has~~solutions aare ~~very~~designed ~~robust suite of sensors that allows it~~ to beautomate ~~very~~customer-facing ~~nimble~~commercial ~~and intelligent when navigating around people as well as large obstructions like hospital beds and trash bins. From our deployments in the field~~environments, ~~a fleet of 5 Medbots can make between 8,000 – 9,000 deliveries per month, traveling over 600 miles,~~ with ~~over~~a ~~600~~particular ~~hours~~focus ~~of active runtime between them. This alleviates one of the toughest tasks~~ on ~~hospital~~retail ~~staff,~~ and ~~provides~~food aservice ~~very strong ROI for the hospital~~applications.

~~Titan~~ Matradee is ~~the~~our ~~newest~~line ~~addition~~of torestaurant ~~our~~service ~~delivery robot lineup~~robots, ~~adding~~designed ~~an option~~ for ~~customers~~bussing, ~~looking~~serving, ~~for~~hosting, ~~more~~advertising, ~~heavy~~and ~~duty AMR delivery options~~entertaining. ~~The~~For ~~current~~example, ~~version~~Matradee ofwill ~~Titan~~transport ~~can~~food ~~carry~~from ~~between~~the ~~330~~kitchen -to ~~440~~the ~~lbs,~~table ~~with~~where ~~additional~~a ~~models~~waiter ~~able~~can tocome ~~carry~~by ~~over~~and ~~1000lbs~~serve inthe ~~development~~guests. ~~Titan~~ ~~was~~The ~~designed~~waiter ~~with~~could ~~modularity~~then ~~and~~load ~~ease~~the ofMatradee ~~implementation~~with indirty ~~mind,~~plates asand send it ~~can~~to ~~lift~~the ~~any~~dishwashing ~~rack~~zone asin ~~long as~~ the ~~rack meets a certain set of general parameters~~kitchen. This ~~provides~~keeps ~~Titan~~the ~~with~~waiter aon ~~very~~the ~~large~~floor ~~addressable~~serving ~~market~~guests in and ~~outside~~reduces ~~the~~physical ~~hospitality~~stress ~~space.~~on ~~For~~the ~~example,~~waiter. ~~factories and~~The ~~warehouses~~robot ~~can~~is ~~utilize~~designed ~~Titan~~to ~~for~~operate ~~delivery~~in ofnarrow ~~large~~and ~~objects~~busy ~~over~~environments, ~~large~~navigating ~~spaces,~~around uptables and ~~down~~people ~~elevators~~to ~~and~~get ~~through~~to ~~secure~~its ~~doors~~destination. ~~Titan broadens~~Typically, ~~the~~a ~~applications~~Matradee ~~where we~~ can ~~apply~~perform ~~our~~over ~~AMR~~1,000 ~~technology~~deliveries toper ~~improve~~month ~~efficiency~~in ~~and~~a ~~solve~~busy ~~labor challenges~~restaurant.

~~Skylark represents~~Matradee awas ~~set~~designed ofto ~~robots~~have ~~that~~a ~~are~~large ~~designed~~carrying ~~specifically~~capacity ~~for~~and ~~hotel~~to ~~and~~be ~~applications~~able ~~where~~to ~~room~~carry ~~service~~as ismuch anfood ~~element~~as ofthree ~~the client’s~~to ~~business.~~four ~~This~~waiters ~~product’s~~combined ~~addressable~~per ~~market~~trip. ~~primarily~~The ~~consists~~robot ofis ~~hotels,~~engineered ~~senior~~to ~~living,~~be ~~and~~extremely ~~apartment~~stable ~~buildings. The~~so ~~design~~that ofit ~~Skylark~~can ~~revolves~~carry ~~around~~wine ~~modularity,~~glasses and ~~adaptability~~delicate tofood ~~the~~items ~~environment~~without ~~it is deployed in~~spilling. ~~The~~It ~~system~~can ~~consists~~also ofbe aused ~~base navigation~~to ~~module~~greet ~~and~~guests ~~several~~at ~~modular~~the ~~attachments~~reception ~~specialized~~area ~~for~~and ~~specific~~lead ~~tasks~~them ~~such~~to astheir ~~delivery or cleaning~~table. ~~Currently,~~With ~~the Skylark has~~ a ~~cleaning~~battery ~~attachment~~life ~~for~~of ~~vacuuming~~eight ~~and~~to ~~mopping floors~~fourteen hours, ~~and~~the aMatradee ~~enclosed~~can ~~delivery~~run ~~attachment~~ for ~~room service and package delivery. Additional attachments are scheduled for release in~~ the ~~future,~~entire day ~~including~~without taking a ~~security and laundry attachment~~break. ~~One~~When ~~important~~multiple ~~element~~robots ~~of Skylark is that all attachments~~ are ~~customized~~deployed ~~specifically~~in ~~for~~ the ~~hotel~~same ~~environment.~~space, ~~This means~~ the ~~design~~robots ~~accounts~~communicate ~~for~~with ~~common~~each ~~issues such as door width, elevator navigation, and specific low-obstacle avoidance problems not common in~~ other ~~AMR~~to ~~application~~coordinate ~~scenarios. The~~traffic ~~modular Skylark robot provides an all-in-one solution that emphasizes ROI and ease-of-use~~optimally.

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We believe that one of the biggest advantages of the Matradee is the ease of deployment and reliability. Standard deployments involving full installation and staff training are typically completed within three to four hours. The robot is not connectivity dependent and can operate fully offline. These features decrease the difficulty of deployments and increase the variety of environments in which the Matradee can be deployed successfully. We believe that this allows more deployments, lower costs, and faster scaling.

The Matradee is currently deployed in restaurants, hotels, casinos, senior living homes, and movie theaters. Many of these businesses have either restaurants or food service operations, so the primary task that the robot performs is delivering food from the kitchen to the tables and bussing dirty dishes back to the kitchen.

ADAM is a dual-arm, AI-powered service robot developed to revolutionize beverage preparation and customer interaction in hospitality and retail environments. Designed for reliability, precision and engagement, ADAM automates the full beverage-making process — from mixing and shaking to espresso extraction — while delivering a captivating, customer-facing experience.

Equipped with advanced vision and control AI, ADAM continuously monitors each beverage it prepares, dynamically adjusting movements and pouring accuracy to ensure consistent, high-quality results. Its coordinated dual-arm design enables complex, human-like motions and multitasking capabilities that traditional automated dispensers cannot replicate.

Beyond efficiency, ADAM could serve as an experiential centerpiece that may attract customers and reinforce brand innovation. Deployed in cafés, hotels and entertainment venues, the robot has already produced many drinks in commercial settings. Its modular architecture is designed to allow for ongoing expansion — such as espresso preparation, touchless ordering, and point-of-sale integration — making it adaptable to a wide range of beverage formats and business models.

By combining robotics, AI, and interactive design, ADAM could empower operators to overcome labor shortages, improve operational consistency, and elevate customer experience. It represents a major component in Richtech’s mission to blend intelligent automation with human-centric service.

Scorpion was developed on the same architecture as ADAM. Scorpion can perform many of ADAM’s AI functions at a lower cost and with a smaller footprint. Additional AI camera systems allow for new features such as gesture and face recognition. These additional features, along with the smaller footprint, are designed to provide a more intimate experience for guests. Scorpion also has the ability to craft a unique cocktail for each customer based on input from the customer (e.g. what mood they are in) and information collected through Scorpion’s sensors. The smaller footprint allows this AI bartender to be deployed in a wider variety of environments. We believe Scorpion provides a more engaging and unique experience for customers while having the ability to significantly improve returns on investments (“ROI”) and affordability for businesses.

Industrial Robotic Products

Under the Industrial pillar, the Company offers the Titan line of high — load-capacity delivery robots, the DUST-E line of autonomous cleaning robots, and the newly introduced Dex humanoid robot designed for light industrial applications. Products in the Industrial category are purpose-built for production and manufacturing environments, with an emphasis on durability, reliability, and heavy-duty operation.

Titan is our line of heavy-duty autonomous mobile robots (“AMR”) delivery focused robots first launched in 2024. Since its debut, the Titan line has become one of the best-selling product families in our indoor delivery and transport category. With the addition of newer configurable models with increased carrying capacity in 2025, the range of applications where Titan can be deployed has expanded significantly. Currently, deployments are primarily focused in retail automotive, warehousing, and manufacturing environments. Units have been deployed across North America, in Canada, the US and Mexico. In fiscal year 2025, Titan broadened our addressable AMR market beyond the hospitality space. We have also continued to improve upon the platform, adding additional sensors to improve navigation and obstacle avoidance in highly complex environments. We are continuing to add additional products to the Titan line as we see a significant expansion opportunity in large industrial manufacturing operations, driven by growing customer demand for automation and increased focus on supply-chain resilience.

DUST-E is our autonomous commercial cleaning robot product line that features two distinct models: the S and the MX models.

~~Sanitation~~Table of Contents

~~DUST-E is~~The ~~our~~S ~~autonomous~~model ~~commercial~~is ~~cleaning~~designed ~~robot~~for ~~product~~medium ~~line~~sized ~~that~~environments ~~features~~under ~~two distinct models~~100,000 ~~the~~square ~~S and the MX~~feet. The ~~original~~primary ~~DUST-E line~~use ~~included~~case ~~three~~for ~~distinct~~the ~~models,~~S weis ~~consolidated~~in ~~the~~open ~~robot~~commercial ~~line~~spaces tosuch ~~simplify~~as ~~the~~lobbies ~~customer~~of ~~journey~~hotels and ~~decrease~~more ~~decision~~challenging ~~making~~surfaces ~~time. The S~~such isas ~~our~~those ~~smaller~~of ~~robot~~restaurants ~~designed~~where tothere ~~perform~~may ~~routine~~be ~~vacuum~~food debris and ~~mopping~~spills. inThe ~~spaces~~S ~~less~~utilizes ~~than~~a ~~10,000 sq.~~high-power ~~ft.,~~vacuum ~~such~~and asmulti-roller ~~indoor~~system ~~hard~~designed ~~floor office~~to ~~environments.~~support ~~The~~efficient MXone-pass iscleaning ~~for~~performance ~~larger~~The ~~spaces~~S upcomes towith ~~500,000~~many sqintegrated ~~ft.~~features, ~~tailored~~including toan ~~large~~automatic ~~industrial~~charging ~~and~~station, ~~commercial~~scheduled ~~spaces~~cleaning ~~such~~functions asand ~~warehouses, factories,~~high-precision ~~large~~localization ~~hotel~~that ~~floors,~~brings ~~event~~down ~~spaces,~~the ~~schools~~wall ~~and~~gap ~~universities,~~to ~~and~~approximately ~~department~~three ~~stores~~centimeters.

~~Food~~ Future models are expected to include an AI-driven categorization system that adjusts the cleaning routine according to the type and ~~Beverage~~intensity ~~Automation~~of the soiling being cleaned.

~~ADAM is our food and beverage automation robot.~~ The ~~core~~MX ~~concept~~model ~~of ADAM~~ is toour ~~develop~~industrial-grade arobot ~~fully~~capable ~~independent food and beverage business based entirely on robots and automation. The dual six-degree-~~of~~-freedom~~ ~~robotic~~cleaning ~~arms~~spaces ~~are~~up ~~designed~~ to ~~provide the same level of flexibility as a human arm~~500,000 ~~allowing~~square ~~ADAM to easily emulate human movements~~feet. WeDesigned ~~designed~~with ~~ADAM~~professional tocleaning ~~be friendly and approachable by giving it a white and round exterior~~applications, ~~and designed it to look more like a robot than a human to avoid~~ the ~~“uncanny~~MX ~~valley” effect. (The uncanny valley~~ is a ~~concept~~floor ~~that~~scrubber ~~suggests~~tailored ~~that~~to ~~humanoid~~large ~~objects~~industrial ~~that~~spaces ~~imperfectly~~such ~~resemble~~as ~~actual~~warehouses, ~~human~~factories, ~~beings~~large ~~provoke~~hotel ~~uncanny~~floors, orevent ~~strangely~~spaces, ~~familiar feelings~~schools ofand ~~uneasiness~~universities and ~~revulsion~~department ~~in observers~~stores. ~~“Valley”~~The ~~denotes~~MX acomes ~~dip~~ in ~~the~~a ~~human~~variety ~~observer’s~~of ~~affinity~~configurations ~~for the replica, a relation~~ that ~~otherwise~~accommodate ~~increases~~different ~~with~~floor ~~the~~types ~~replica’s~~from ~~human~~bare ~~likeness.)~~concrete Weto ~~have~~more ~~implemented~~sensitive ~~natural~~flooring ~~language~~materials ~~processing to~~including ~~allow~~vinyl ~~customers~~tile tosurfaces ~~directly~~Designed ~~speak~~for ~~their~~heavy-duty ~~orders~~cleaning, to the ~~ADAM,~~MX ~~providing~~comes ~~customers~~ with a ~~cutting~~30-~~edge~~gallon ~~beverage~~water ~~ordering~~tank, ~~experience. ADAM~~weighs isover ~~currently~~600 ~~serving~~pounds ~~customers~~and atprovides ~~various~~a ~~venues~~brush ~~across~~pressure ~~the~~of ~~country including inside supermarkets, stadiums, hospitals, and coffee shops across the country~~13.2g/cm2.

Dex is Richtech’s next-generation industrial humanoid robot designed for real-world manufacturing, logistics and material-handling environments. Building on years of experience in deploying robotic platforms, Dex combines the mobility of an autonomous robot with the dexterity of dual robotic arms, creating a versatile solution for industrial automation.

Unlike traditional humanoid designs that prioritize form over function, Dex employs a wheeled base to deliver practical stability, energy efficiency and uptime on factory and warehouse floors. This is designed to enable the robot to navigate safely in shared human environments while performing complex manipulation tasks such as part handling, machine tending, quality inspection and packaging.

At its core, Dex is powered by the latest NVIDIA Jetson Thor module, enabling advanced AI capabilities for real-time perception, motion planning and decision-making. Through our internal AI data training pipeline, Dex learns tasks in simulation before refining its performance in the physical world, accelerating deployment and improving reliability. Its modular architecture supports a range of end-effectors and can evolve over time through over-the-air software updates.

Dex represents the Company’s strategic expansion into humanoid automation, bridging the gap between fixed industrial arms and mobile AMRs. Designed for scalability, safety and integration with existing workflows, we believe Dex provides manufacturers and logistics operators with a tangible path to automation that enhances workforce productivity without replacing human expertise. Dex is expected to be officially launched in early 2026.

Data Services

Under the Data Services pillar, Richtech will be providing data generation services for frontier embodied AI training. We design task environments, operate the robots, collect and standardize the data, and produce high-value datasets that will allow the robots of the future to be smarter, faster, and safer. The addition of Data Services to our product portfolio will support the development of commercial and industrial embodied AI solutions and generate a powerful feedback data loop for foundation-level training to improve general applicability. The existing AI Cloud Platform (ACP) has been incorporated under Data Services and cease to be an independent feature of our business.

Our Industry

~~Our product~~The ~~family~~robotics ~~was~~industry’s ~~designed~~growth tois ~~provide~~fueled by existing labor~~-intensive~~ ~~businesses~~shortages, ~~with~~rising ~~robotic~~operational ~~automation~~costs ~~solutions.~~and Weincreasing ~~believe~~adoption ~~hospitality~~of isRaas models. Under the ~~most labor-intensive~~RaaS ~~industry~~model, ~~which~~the isCompany ~~why~~provides werobotic ~~have~~hardware, ~~deployed~~AI ~~our~~software, ~~robots~~and ~~across~~support ~~restaurants~~services to the end user, ~~hotels~~and the end user pays monthly over a set contracted term. This offers major benefits to end users as it significantly reduces implementation costs, ~~casinos~~guarantees warranty and service of the robot, ~~hospitals~~and allows the business to achieve day one ROI. From the Company’s perspective, ~~bars~~RaaS accelerates the adoption rate of new technologies, ~~event~~increases ~~spaces~~the lifetime value of a customer, and ~~senior~~provides ~~living~~predictable ~~homes~~reoccurring revenue.

The nonindustrial service robotics market includes warehouse picker robots, self-driving floor scrubbers, customer service robots, delivery robots, surgery robots, food harvesting robots for agriculture, underground and underwater inspection robots, security robots, military defense robots, drug research robots and others. The market is currently in the phase where end-users and system integrators are still gaining experience in adoption and implementation of nonindustrial service robots. In North America, the primary driver for adoption is expected to be the ongoing trend to automate menial or non-value-adding-tasks. These tasks include cleaning, transport and delivery, and food preparation.

Our Competitive Strengths

We believe we are one of the current leaders in the service robotics market for the following reasons:

● First Mover Advantage: The nonindustrial service robotics market has no clearly defined market leader. Our Matradee robot is one of the earliest restaurant service robots to launch in the U.S. market, and we believe we are recognized by customers and competitors as an established brand in the restaurant service robotics space. We believe that there is only one other competitive product that was launched for room service delivery prior to our Richie and Robbie (now rebranded as Medbot) being introduced to the market. Based on our extensive knowledge of the service robotics industry, we believe ADAM to be one of the earliest commercialized humanoid robots in the U.S. that can be utilized to serve both food and beverages in a real-world environment. We have not seen any other dual-arm humanoid robot like ADAM with full AI capabilities that has come to market and been deployed at any scale in the United States.

● Reliable Technology: Our reliable AI navigation and obstacle recognition algorithms provides our robots with what we believe is best-in-class reliability and performance.

●Table ~~Broad Product Offerings and Synergies: Unlike our competitors that only provide one robot or one type~~ of robot, we have a breadth of robotic solutions to deploy depending on a client’s needs. Having a variety of products not only provides clients with a one-stop-shop for their service robotic needs, it also creates the impression that we are a reliable resource to consult as they approach the general adoption and implementation of robotic solutions across different sectors of their business.Contents

●Market Distribution: We have an extensive network of distribution channels with over 30 regional and national distributors. These distribution partners span across a broad array of sectors including healthcare, senior living, hotels, and restaurants.Opportunities

●The ~~Enterprise~~primary ~~Partnerships:~~market Wefor ~~have~~our ~~executed~~embodied ~~Master~~AI ~~Services~~systems ~~Agreements~~lies ~~(“MSAs”)~~in ~~with~~business ~~several~~operations ~~large~~where ~~enterprise~~robotics ~~customers~~deliver ~~(defined~~clear asadvantages ~~those companies with annual revenues over $1 billion) that~~ in ~~total~~efficiency, ~~represent over 9~~reliability,~~000~~ ~~restaurant~~ and ~~hotels~~cost-effectiveness. WeAs ~~have~~labor ~~on-going~~and ~~pilot~~material ~~programs~~costs ~~with~~continue ~~ten~~to ~~enterprises~~rise, ~~that~~organizations ~~represent~~are ~~over~~increasingly ~~40,000~~seeking ~~locations.~~ways ~~Our~~to ~~enterprise~~maintain ~~customers~~or ~~represent~~expand ~~the~~output ~~largest~~using ~~players~~fewer inresources. ~~the~~Automation ~~restaurant,~~represents ~~hotel,~~a ~~senior~~sustainable ~~living,~~long-term ~~and~~solution ~~casino~~to ~~industries.~~this Wechallenge, ~~believe~~enabling ~~our~~robots ~~ability~~ to ~~form~~perform ~~enterprise~~essential ~~level~~yet ~~partnerships~~time-consuming ~~will~~tasks beat a ~~major~~fraction ~~differentiating~~of ~~factor between us and competitors over~~ the ~~next~~cost ~~two-three~~of ~~years~~human labor.

●Richtech ~~Business~~is ~~Model:~~well-positioned Weto ~~are~~capitalize aton ~~the~~major ~~forefront~~shifts ofin the ~~U.S.~~global ~~service~~ robotics ~~market~~and automotive sectors. ~~Our~~According ~~robots~~to ~~utilize~~a ~~cutting~~recent ~~edge~~report ~~sensors~~from ~~and~~the ~~algorithms~~market toresearch ~~provide~~company ~~extremely~~Mordor ~~high~~Intelligence, ~~reliability~~the inautomotive ~~uncontrolled~~robotics ~~environments,~~market atis anforecasted ~~affordable~~to ~~cost~~exceed ~~for~~$30 billion ~~customers.~~by ~~Additionally~~2030, wedriven ~~are~~by ~~co-developing~~strong ~~novel~~adoption ~~innovative~~of ~~solutions~~automation ~~through~~in ~~our~~vehicle ~~partnerships~~manufacturing, ~~with~~service ~~dominant~~and ~~industry~~aftermarket ~~partners,~~operations. inKey ~~sectors~~growth ~~such~~factors asinclude ~~healthcare,~~labor ~~lodging~~shortages, ~~senior~~electric-vehicle ~~living,~~(“EV”) and ~~retail.~~autonomous Wevehicle ~~are~~production ~~focused~~demands onand ~~leveraging~~an ~~these~~industry-wide ~~novel~~focus ~~innovative~~on ~~solutions~~efficiency, ~~through~~safety, aand ~~Robot-as-a-Service~~quality. ~~model~~Significant ~~that~~opportunities ~~will~~are ~~provide~~emerging ~~long-term~~in ~~recurring~~retail ~~revenue~~dealerships, ~~for~~service ~~the~~centers ~~business.~~and ~~Lastly,~~EV asmaintenance wefacilities ~~continue~~— areas tothat ~~develop~~strongly ~~and~~align ~~launch~~with ~~new~~Richtech’s ~~solutions~~strengths in ~~the~~autonomous ~~hospitality service~~ robotics ~~space~~, weAI ~~see~~development, ~~high~~and ~~upsell~~deployment ~~potential~~capabilities. inWe ~~leveraging~~are ~~data~~also ~~collected~~expanding by our ~~robots~~presence towithin ~~provide~~the ~~valuable~~automotive ~~insights~~manufacturing ~~into a customer’s business~~sector.

●More ~~Market~~broadly, ~~Coverage:~~the Weglobal ~~currently~~robotics ~~provide~~market ~~deployment~~is ~~and~~expected ~~maintenance~~to ~~services~~grow from $64.8 billion today to ~~the~~$375.82 billion ~~entire~~by ~~continental~~2035, ~~United~~reflecting ~~States~~a ~~and~~robust ~~Hawaii.~~Compound WeAnnual ~~have~~Growth ~~deployments~~Rate in(CAGR) 40of ~~states~~17.33%, ~~and~~according ~~anticipate~~to ~~adding~~a ~~more~~June 16, on2025 article by Research and Markets, a ~~monthly~~marketing ~~basis~~research company. ~~Our~~Richtech’s ~~ability~~extensive toexperience ~~maximize~~in ~~the~~service ~~addressable~~robotics, ~~market~~its ~~should~~growing ~~accelerate~~presence ~~the~~in ~~growth~~retail ofautomotive ~~our~~and ~~business.~~industrial ~~With~~manufacturing aand ~~larger~~its ~~market~~deep ~~share,~~expertise wein ~~can~~embodied ~~utilize~~AI ~~economies~~training ofpositions ~~scale~~the company to ~~better~~capitalize ~~compete~~on ~~against~~the ~~our~~accelerating ~~competitors~~adoption of robotic solutions across the economy. enable

Future Growth Opportunities

Over the past year, our transition to primarily selling recurring revenue generating products under the RaaS and data services models have been successful. RaaS agreements constituted the majority of signed contracts generated in fiscal year 2025. Building on this success, Richtech is looking to continue to expand into new markets as well as growing revenue through our existing customer base. Below are the key components of our growth strategy for the next fiscal year:

Expansion of RaaS Products Offerings

In fiscal year 2025, we actively worked to explore new applications for robotics and expand the addressable market for our solutions. For example, we are engaged in discussions with a top 5 dealership group in the U.S. One of these groups is already under a fully executed master services agreement (“MSA”), and we are actively deploying to new locations. There is now clear demand for physical automation within retail automotive, which we believe is due at least in part to our market education efforts over the course of fiscal year 2025.

As this is a brand-new market for robotics, we believe there are ample opportunities for embodied AI solutions to generate value. Currently, our Titan robots are being deployed to perform parts delivery within the service departments of retail dealerships to improve technician service speed and efficiency. The deployment of this product with our growing customer base has provided us with industry-specific insights, which we are using to actively develop additional products that can bring equal or higher value. Given the existing customer base, we anticipate that the scaling of new product deployments will be straightforward, as we leverage our brand recognition and the advantage of robot inter-operability within our customers’ space. The development of new solutions within Richtech’s market verticals will allow us to quickly ramp up robot installations and recurring revenue.

Continued Exploration of Scalable Applications Within New Markets

Beyond large-scale manufacturing and logistics, the broader potential of embodied AI remains largely underdeveloped. This is particularly evident among mid-sized businesses — organizations that are not large enough to justify heavy capital investment in complex automation, yet face real constraints in scaling to meet growing demand. With our proven expertise in designing versatile robotic platforms, Richtech is uniquely positioned to unlock this untapped market and translate the promise of embodied AI into practical, high-value solutions.

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We plan to continue investing in scalable applications across underserved sectors, leveraging our experience in AI-driven robotics to establish market position. Our Dex robot exemplifies this philosophy: a practical, value-driven platform designed for broad applicability beyond traditional AMRs and dual-arm systems.

We envision Dex becoming the preferred solution for labor-dependent workflows — efficient, adaptable across industries, inherently scalable and cost-effective.

Addition of Robotic Data Services

The formalization of Data Services as an independent pillar is to underscore the importance of data expertise in the development of embodied AI solutions. The data expertise and market knowledge that Richtech has built up over the years have been the foundation for the success of our robots in the field. We now aim to extend this expertise to partners developing next-generation embodied AI solutions.

Companies will be able to acquire raw standardized real-world robotics operation datasets of joint trajectories, gripper contact manipulations and more. All data is anchored in the United States to reduce regulatory and security risks. Richtech will be providing the physical-world equivalent of a data pipeline for frontier embodied AI training. We design the task environment, operate the robots, collect and standardize the data and produce high-value datasets that will allow the robots of the future to be smarter, faster, and safer.

Through the performance of data services for strategic partners, Richtech is working to establish itself in embodied AI training and expanding its reach within the AI and robotic ecosystem. We are currently working with some of the most cutting-edge AI companies to develop the basic foundation models that will later be used as the basis for generalized robotic solutions. In addition to being a source of revenue growth, we anticipate that providing data services will cement Richtech as a global AI leader and widen technological moats with our competitors.

Global Expansion Across Key Markets

As part of our long-term growth strategy, we are taking steps to pursue expansion into selected international markets. Through a combination of joint ventures, distributor partnerships and direct sales, we hope to build a strong and scalable presence in these select international markets. These initiatives are currently in various stages of planning and discussions, but no formal agreements have been executed yet.

Our Competitive Strengths

We believe we are one of the current leaders in the embodied AI robotics industry for the following reasons:

• First Mover Advantage: The commercial service robotics market has no clearly defined market leader. Our Matradee robot is one of the earliest restaurant service robots to launch in the U.S. market, and we believe we are recognized by customers and competitors as an established brand in several market verticals. Based on our extensive knowledge of the service robotics industry, we believe ADAM to be one of the earliest commercialized humanoid robots in the U.S. that can be utilized to serve both food and beverages in a real-world environment. As a company on the cutting edge, Richtech is often the trailblazer of new and innovative robotic solutions in previously unexplored markets. Being the pioneer for these new markets presents significant first mover advantages such as brand recognition, market share, thought leadership and economies of scale. In many cases, we believe the deployment of our robotic solutions within a customer’s operations locks out competition due to inter-operability issues between different robot vendors.

• Deployment Experience and Market Knowledge: The accumulation of experience operating in the U.S. robotics sector gives us an upper hand against new market entrants. Our understanding of market dynamics and operational practices built up over the last several years creates a significant moat between us and our competitors. This knowledge also allows us to be nimble and focus on non-obvious profit centers and verticals. We understand what models work and why they work, allowing our team to build long-term strategic plans with minimized risk. Together with our technological expertise in building and training embodied AI systems, we can execute aggressive expansion plans in nascent markets with relatively low risk.

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• Reliable Technology: Our advanced AI algorithms provide our robots with what we believe is best-in-class reliability and performance. The combination of advanced sensors and redundant obstacle avoidance protocols makes our robots safe and intelligent. With years of deployment and development experience, we have deep confidence in our ability to reliably deploy robots in real, uncontrolled customer environments. Our expertise in training embodied AI models further strengthens our capacity to create robotic solutions tailored to each customer’s workflow. Together, we believe this experience positions Richtech as a market-defining leader in robotic design and deployment.

• Broad Product Offerings and Synergies: Unlike our competitors that only provide one robot or one type of robot, we have a breadth of robotic solutions to deploy depending on a client’s needs. This is advantageous as we can bring in new customers from a variety of different use cases and encourage customers to consider other robotic solutions, providing a holistic approach to our client’s needs. If a hotel client is having difficulty finding servers for their restaurants, they are most likely also experiencing shortages in cleaning staff, front desk staff, room service staff, cooks, greeters, bartenders etc. Having a variety of products not only provides clients with a one-stop-shop for their service robotic needs, it also demonstrates that we are a reliable resource to consult as they approach the general adoption and implementation of robotic solutions across different parts of their business. A broad product offering also opens opportunities for cross-selling and upselling within the same customer base.

• Enterprise Partnerships: We have executed MSAs with market leaders in hospitality, retail, and automotive. Our established partnerships with leading companies in the robotics and AI space are a significant competitive advantage. We expect to continue to cultivate relationships with corporate end users and technology leaders to expand the scope of opportunities and resources available to the company.

• Business Model: The RaaS model gives Richtech a meaningful competitive advantage by lowering the barriers to adoption and allowing customers to deploy advanced robotics without significant upfront investment. We believe this business model helps us accelerate market penetration, expand our customer base, and ensure predictable long-term revenues. Additionally, continuous data flow from deployed robots enables us to improve performance, anticipate service needs, and deliver higher uptime than competitors relying on traditional sales models. The result is stronger customer retention, higher lifetime value, and a scalable service-driven business that is difficult for new entrants to replicate.

• Market Coverage: Richtech provides comprehensive deployment and maintenance services across the continental United States, Canada, Mexico, Puerto Rico, and Hawaii. We have several hundred active deployments in the U.S. alone, complemented by additional installations in Canada, Mexico, and Australia. We are also expanding our global footprint. By increasing our geographic reach and total addressable market, we can accelerate business growth and leverage economies of scale — strengthening our competitive position and improving overall operational efficiency.

• Data Services: Our ability to generate proprietary training datasets to train robotic systems provides a fundamental advantage over competitors that rely on third-party data sources. This capability not only reduces costs for us, but also enables faster, more agile product development and access to highly targeted training data for specific applications. As a result, we continue to build a competitive moat through superior product performance and intellectual property. For a robotics company, the data is as important as the hardware and AI models themselves.

Our Strategies

~~We intend~~As toa ~~establish ourselves as the~~ leading provider of ~~service~~embodied AI robotic solutions, we intend to continue expanding the business by developing, manufacturing, and deploying novel products that address the growing need for automation inacross ~~the~~all ~~service~~key ~~industry~~target sectors. The key components to our growth strategy include:

●• Growing ~~Building~~ our commercial organization;: We plan to continue to expand our sales teams to increase our coverage across specific target verticals. Currently, we are in the process of expanding sales and fulfillment teams specializing in either commercial or industrial applications. Sales teams shall be guided

~~● Penetrate the hotel market with Medbot and Titan;~~8

●Table ~~Launch~~of ~~and scale our robotics franchise brand;~~Contents

●by ~~Establish~~specific ~~enterprise~~quantitative ~~partnerships;~~KPIs and sales goals aimed at maximizing robot deployment quantities. Support and fulfillment teams will continue to be scaled along with the number of deployments, focused on timely delivery and exceptional customer service.

●• Building ~~Penetrate~~deep expertise in robotic data generation and AI training: Deep expertise in robotic data generation and AI training is a strategic imperative. As embodied AI systems become increasingly capable, their performance, reliability and adaptability are determined by the ~~education~~breadth and ~~government~~quality ~~markets;~~of the data used to train them. With our own data pipelines — from collection to annotation to real world model optimization — we can iterate faster, improve safety and accuracy, and deploy robots that can handle the complex, unstructured environments found across real-world industries.

●This ~~Expanding~~data expertise is expected to not only fuel superior product performance but also create a durable competitive edge. It enables the continuous improvement of navigation, manipulation, perception, and decision-making models across our ~~R&D~~embodied ~~team~~AI platforms. It also allows us to scale new capabilities more efficiently, reduce deployment friction, and rapidly respond to customer needs with AI systems that improve over time. Ultimately, we believe that our data and training positions Richtech as a category-defining player in embodied AI — one able to deliver robots that are more autonomous, more reliable and more valuable to customers across global markets.

~~See the~~• Establish ~~section~~enterprise ~~entitled~~partnerships: We ~~“Business — Our~~plan ~~Strategies”~~to ~~included~~continue to place strong emphasis on forming enterprise relationships in ~~our~~all ~~2023~~target ~~Annual~~sectors ~~Report~~as ~~for~~well ~~more~~as ~~details~~building relationships with technology partners. We see enterprise adoption as a key marker towards general market adoption. Cultivating partnerships with AI and other industry partners will be essential in monopolizing industry defining opportunities in the embodied AI space.

• Expanding our R&D team: We intend to continue to invest heavily in the technical development of our data pipeline, AI training workflows, and new and more advanced robots. We are actively adding to our technical teams to accelerate development speed. This will allow our robots to be deployed in ever more complex environments and open additional markets for our solutions.

• Expansion of Humanoid Products: Dual-arm robotic systems will remain a core strategic focus for the company. The launch of Dex exemplifies Richtech’s commitment to delivering advanced, broadly applicable embodied AI solutions that provide meaningful value in real-world environments. These dual-arm platforms are engineered as versatile AI systems that can be trained to perform customer-specific workflows with a high degree of reliability and precision. By enabling automation in tasks traditionally considered too complex for robotics, they dramatically expand the range of viable applications. We believe that the success of platforms like Dex will unlock an entirely new dimension of capability and impact for embodied AI solutions.

• Continued Commitment to RaaS: Our transition to a RaaS business model for the majority of our mainstream robot solutions has been successful. The RaaS model offers a more flexible, cost-effective, and scalable solution compared to outright robot purchases, making it the smarter choice for both Richtech and our customers. RaaS creates a predictable, recurring revenue stream rather than relying on sporadic, high-stakes sales cycles. This subscription-based model supports long-term planning, reduces reliance on constantly finding new customers, and fosters lasting customer relationships that drive loyalty and feedback loops for product improvement.

In industries with evolving needs, such automotive dealerships, RaaS aligns exceptionally well with goals of both the customer and the provider, transforming robotics from a one-time transaction into a sustainable and profitable partnership. Through these partnerships, we plan to deepen our understanding of the markets we serve and develop new high-value solutions that are tailored to customer needs. In the long run, we believe this approach will enhance the value of our robotic solutions, enabling us to create an integrated ecosystem that addresses broader business challenges and delivers greater value to our customers.

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• Launch and scale our robotics franchise brand: Our first robotic franchise location opened in early 2025 in Las Vegas for our Clouffee & Tea Robotic restaurant brand. We have identified several additional sites and are preparing to open more stores through a combination of corporate-owned and franchise-operated locations. All restaurant operations will be done through our subsidiary hospitality management company, Alphamax Management. A robotics-based restaurant business aims to address the two biggest challenges facing franchisees of traditional restaurants today, which are labor and quality consistency. This opens the way for a wide variety of scalable businesses based on the ADAM and Scorpion system. We expect the robotic restaurant business will continue to generate recurring revenue. In 2025, Alphamax Management generated approximately $602 thousand in revenue from restaurant operations.

See the section entitled “Business — Our Strategies” included in our Annual Report on Form 10-K for the year ended September 30, 2025 for more details.

Intellectual Property

We rely on a combination of federal, state, and common law rights, including patent, copyright, trademark, and trade secret laws, to protect our proprietary robotics hardware, software, and brand identity. We currently have 9five ~~pending~~issued U.S. patents and 3three ~~approved~~pending ~~patents~~U.S. patent ~~Additionally,~~applications. weWe ~~will~~also ~~continue~~maintain tofive ~~file~~U.S. trademark ~~patent~~registrations and have one U.S. trademark applications ~~for~~pending, covering our ~~innovative inventions~~corporate name and key product marks. WeIn ~~also~~addition, ~~hold~~we ~~two~~rely ~~trademarks~~on trade secrets and ~~own~~proprietary know-how, which we protect through confidentiality agreements with employees, contractors, and ~~operate~~business ~~three~~partners. ~~domain~~See ~~names~~the section entitled “Business — Intellectual Property” included in our Annual Report on Form 10-K for the year ended September 30, 2025 for more details.

Summary of Risks

Our business is subject to a number of risks and uncertainties. These risks are discussed more fully in “Risk Factors” included elsewhere in this prospectus and in the section titled “Risk Factors” included in our ~~2023~~ Annual Report ~~and our Quarterly Report~~ on Form 10-QK for the ~~period~~year ended ~~June~~ September 30, ~~2024, filed with the SEC on August 15, 2024 (“June 30, 2024 Form 10-Q”)~~2023. Before you make a decision to invest in our Class B common stock, you should carefully consider all of those risks including the following:

Risks Related to Our Industry and Business

● • We operate in an emerging market, which makes it difficult to evaluate our business and prospects. If markets for service robotics develop more slowly than we expect, or long-term end-customer adoption rates and demand are slower than we expect, our operating results and growth prospects could be harmed.

● • We operate in an emerging industry that is subject to rapid technological change and will experience increasing competition.

● • Our business plans require a significant amount of capital. Future capital needs may require us to sell additional equity or debt securities that may dilute its stockholders.

● • We have limited experience in operating our robots in a variety of environments. Unforeseen safety issues with our products could result in injuries to people which could result in adverse effects on our business and reputation.

● • We ~~must~~currently ~~successfully~~have ~~manage~~and target many customers, suppliers and production counterparties that are large corporations with substantial negotiating power, exacting product, ~~introductions~~quality and ~~transitions~~warranty instandards ~~order~~and potentially competitive internal solutions. If we are unable to ~~remain~~sell ~~competitive~~our products to these customers or are unable to enter into agreements with customers, suppliers and production counterparties on satisfactory terms, our prospects and results of operations will be adversely affected.

●• We ~~Our~~must ~~international~~successfully ~~expansion~~manage ~~plans,~~product ifintroductions ~~implemented,~~and ~~will~~transitions ~~subject~~in usorder to aremain ~~variety of risks that may harm our business~~competitive.

●• Our Weinternational ~~rely~~expansion onplans, ~~third~~if ~~party manufacturers/suppliers~~implemented, ~~which may increase the risk that we~~ will ~~not~~subject ~~have~~us ~~sufficient~~to ~~quantities~~a variety of ~~our~~risks ~~products~~that ormay ~~such~~harm ~~quantities at an acceptable cost, which could delay, prevent or impair~~ our ~~development or commercialization efforts~~business.

• We continue to implement strategic initiatives designed to grow our business. These initiatives may prove costlier than we currently anticipate and we may not succeed in increasing our revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.

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Risks Related to Our Intellectual Property

● • If we fail to protect or enforce our intellectual property or proprietary rights, our business and operating results could be harmed.

● • In addition to patented technology, we rely on our unpatented proprietary technology, trade secrets, designs, experiences, ~~workflows~~work flows, data, processes, software and know-how.

● • Under a certain number of our agreements, we are required to provide indemnification in the event our technology causes harm to third parties.

Risks Related to Compliance

● • We may become subject to new or changing governmental regulations relating to the design, manufacturing, marketing, distribution, servicing, or use of ~~our~~its products, and a failure to comply with such regulations could lead to withdrawal or recall of our products from the market, delay our projected revenues, increase cost, or make our business unviable if weit ~~are~~is unable to modify its products to comply.

● • We may become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on our profitability and financial position.

● • We are subject to, and must remain in compliance with, numerous laws and governmental regulations across various jurisdictions concerning the manufacturing, use, distribution and sale of our products.

General Risks Associated with Our Company

● • Our limited operating history and evolving business make it difficult to evaluate our current business and future prospects.

● • If we were to lose the services of members of our senior management team, we may not be able to execute our business strategy.

● • We ~~are~~may ~~currently~~pursue aacquisitions, ~~small~~which ~~organization~~involve ~~and~~a ~~will~~number ~~need~~of ~~to hire additional qualified personnel to effectively implement our strategic plan~~risks, and if we are unable to ~~attract~~address and ~~retain~~resolve ~~highly~~these ~~qualified~~risks ~~employees~~successfully, wesuch ~~may~~acquisitions ~~not~~could beharm ~~able to continue to grow~~ our business.

●• Our Weability ~~are~~to aneffectively ~~“emerging~~manage ~~growth~~our ~~company,”~~anticipated growth and expansion of our operations will bealso ~~able~~require ~~take~~us ~~advantage~~to ofenhance ~~reduced~~our ~~disclosure~~operational, ~~requirements~~financial ~~applicable~~and tomanagement ~~“emerging~~controls ~~growth~~and ~~companies~~infrastructure,” ~~which~~human ~~could~~resources ~~make~~policies ~~our~~and ~~Class~~reporting Bsystems. ~~common~~These ~~stock~~enhancements ~~less~~and ~~attractive~~improvements towill ~~investors~~require significant capital expenditures and allocation of valuable management and employee resources.

● • We ~~will~~are ~~incur~~an ~~significantly~~“emerging ~~increased~~growth ~~costs~~company,” asand awill ~~result~~be ofable ~~and~~take ~~devote~~advantage ~~substantial~~of ~~management~~reduced ~~time~~disclosure requirements applicable to ~~operating~~“emerging asgrowth acompanies,” ~~public~~which ~~company~~could make our Class B common stock less attractive to investors.

●• We ~~Our~~have ~~management~~identified ~~has~~a ~~limited~~material ~~experience~~weakness in ~~operating~~our internal control over financial reporting as of September 30, 2025. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a ~~public~~timely ~~company~~manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

• We incur significantly increased costs as a result of and devote substantial management time to operating as a public company.

• Our management has limited experience in operating a public company.

Risks Related the Ownership of Our Class B Common Stock

● • An active trading market for our Class B common stock may not develop or be sustained.

● • The ~~trading~~market price and trading volume of our Class B common stock may continue to be highly volatile, ~~and~~which ~~you~~ could ~~lose~~lead to a loss of all or part of ~~your~~a stockholder’s investment.

~~● Future sales of our Class B common stock or securities convertible into our Class B common stock may depress our stock price.~~11

●Table ~~Our failure to meet the continued listing requirements~~ of ~~Nasdaq could result in a delisting of our Class B common stock.~~Contents

●• The ~~Our~~dual-class ~~directors,~~structure ~~executive~~of ~~officers~~our ~~and~~common ~~principal~~stock ~~stockholders~~has ~~have~~the ~~substantial~~effect ~~control~~of ~~over~~concentrating usvoting ~~and~~power, ~~could~~which ~~delay~~may orlimit ~~prevent~~your aability ~~change~~to influence the outcome of ~~corporate~~important transactions, including a change in control.

~~Risks~~• The ~~Related~~dual-class tostructure ~~This~~of ~~Offering~~our common stock may adversely affect the trading market for our Class B common stock.

●• There Wecan ~~have~~be ~~broad~~no ~~discretion~~assurance inthat ~~the~~we ~~use~~will ofcontinue ~~the~~to ~~net~~be ~~proceeds~~able ~~from~~to ~~this~~comply ~~offering~~with ~~and~~the ~~may~~continued ~~not~~listing ~~use~~standards ~~them~~of ~~effectively~~Nasdaq.

●• Our ~~You~~directors, ~~will~~executive ~~experience~~officers ~~immediate~~ and ~~substantial~~principal ~~dilution~~stockholders inhave ~~the~~substantial ~~net~~control ~~tangible~~over ~~book~~us ~~value~~and ~~per~~could ~~share~~delay ofor ~~the~~prevent ~~Class B common stock you purchase. You may also experience future dilution as~~ a ~~result~~change of ~~future~~corporate ~~equity offerings~~control.

●Risks ~~This~~Related ~~is a reasonable best effort offering, no minimum number of securities is required~~ to bethis ~~sold, and we may not raise the amount of capital we believe is required for our business plans, including our near-term business plans.~~Offering

●• FINRA ~~Purchasers~~sales ~~who~~practice ~~purchase~~requirements ~~our~~may ~~securities~~limit ~~in this offering pursuant to~~ a ~~securities~~stockholder’s ~~purchase~~ability ~~agreement may have rights not available~~ to ~~purchasers~~buy ~~that~~and ~~purchase~~sell ~~without~~our ~~the~~Class B ~~benefit~~common ~~of a securities purchase agreement~~stock.

●• The ~~Resales~~sale ofor ~~our~~the ~~Class~~anticipation Bof ~~common~~the ~~stock~~sale inby the ~~public~~Selling ~~market~~Stockholder ~~during~~may ~~this~~have ~~offering~~an byadverse ~~our~~effect ~~stockholders~~upon ~~may cause~~ the market price of our Class B common stock ~~to fall~~.

●• Investors ~~This~~who ~~offering~~buy ~~may~~shares ~~cause~~at ~~the~~different ~~trading~~times ~~price~~will oflikely ~~our~~pay ~~Class~~different ~~B common stock to decrease~~prices.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies. These provisions include, but are not limited to:

● • being permitted to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure;

● • an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”);

● • reduced disclosure about executive compensation arrangements in our periodic reports, registration statements, and proxy statements; and

● • exemptions from the requirements to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

In addition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are not choosing to “opt out” of this provision. We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year following the fifth anniversary of the completion of this offering, (ii) the last day of the first fiscal year in which our annual gross revenues exceed $1.235 billion, (iii) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities and (iv) the end of any fiscal year in which the market value of our Class B common stock held by non-affiliates exceeds $700 million as of the end of the second quarter of that fiscal year. We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

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Implication of Being a Controlled Company

Our co-founder and Chief Executive Officer, Zhenwu (Wayne) Huang, beneficially owns 30,308,000 shares of Class A common stock, ~~par~~(the ~~value $0.0001~~“Class A ~~per~~common ~~share,~~stock”) ofand ~~the~~220,000 ~~Company~~shares ~~(the~~of “Class AB common stock”) as of February 17, 2026, representing approximately ~~64.34~~52% of the total voting power of our issued and outstanding shares of common stock. As a result, we are a “controlled company” as defined under the Nasdaq ~~rules~~Stock Market Rules, because Zhenwu (Wayne) Huang holds more than 50% of the voting power for the election of directors. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements.

Implications of Being a Smaller Reporting Company

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of any fiscal year for so long as either (1) the market value of our shares of Common Stock held by non-affiliates does not equal or exceed $250.0 million as of the prior June 30th, or (2) our annual revenues did not equal or exceed $100.0 million during such completed fiscal year and the market value of our shares of Common Stock held by non-affiliates did not equal or exceed $700.0 million as of the prior June 30th. To the extent we take advantage of any reduced disclosure obligations, it may make comparison of our financial statements with other public companies difficult or impossible.

Principal Offices

Our principal executive offices are located at ~~4175~~2975 ~~Cameron~~Lincoln StRd, ~~Ste 1,~~ Las Vegas, NV ~~89103~~89115. Our telephone number is (866) 236-3835. Our website address is www.richtechrobotics.com. The information contained inon, or that can be accessed through, our website ~~is not a part of~~ or ~~incorporated~~any byother ~~reference~~website inis ~~this prospectus, and you should~~ not ~~consider~~a it part of this prospectus ~~or of any prospectus supplement~~. ~~We have included our website address in this prospectus solely as an inactive textual reference.~~

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THE OFFERING

Class B common stock to be offered		Up to 14,492,753 shares.
Class B common stock offered by the Selling Stockholder		8,500,000 shares.
Assumed combined offering price per share and accompanying Warrant		$1.38.
Class B common stock outstanding immediately before this offering		175,161,127 shares.
Pre-Funded Warrants offered by us in this offering		We are also offering to each purchaser whose purchase of shares of Class B common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding Class B common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, Pre-Funded Warrants, in lieu of shares of Class B common stock that would otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of our outstanding Class B common stock (or at the election of the purchaser, 9.99%). Each Pre-Funded Warrant will be exercisable for one share of our Class B common stock. The purchase price of each Pre-Funded Warrant will equal the price per share at which the shares of Class B common stock are being sold to the public in this offering, minus $0.00001, and the exercise price of each Pre-Funded Warrant will be $0.00001 per share. This offering also relates to the shares of Class B common stock issuable upon exercise of any Pre-Funded Warrants sold in this offering. For each Pre-Funded Warrant we sell, the number of shares of Class B common stock we are offering will be decreased on a one-for-one basis. Because we will issue Warrants to purchase up to a number of shares of Class B common stock equal to 100% of the sum of the shares of Class B common stock and the shares of Class B common stock issuable upon exercise of the Pre-Funded Warrants sold in this offering, the number of Warrants sold in this offering will not change as a result of a change in the mix of the shares of our Class B common stock and Pre-Funded Warrants sold. To better understand the terms of the Pre-Funded Warrants, you should carefully read the “Description of Securities We Are Offering” section of this prospectus. You should also read the form of Pre-Funded Warrant, which will be filed as an exhibit to the registration statement that includes this prospectus.
Class B common stock to be outstanding immediately after this offering (assuming all of the shares offered in this offering have been issued and sold)		183,661,127 shares.(1)
Warrants offered by us in this offering		Warrants to purchase up to an aggregate of 14,492,753 shares of our Class B common stock. Each share of our Class B common stock and each Pre-Funded Warrant is being sold together with a Warrant to purchase one share of our Class B common stock. Each Warrant will have an exercise price of $[_] per share, will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. This prospectus also relates to the offering of the shares of Class B common stock issuable upon exercise of the Warrants. To better understand the terms of the Common Warrants, you should carefully read the “Description of Securities We Are Offering” section of this prospectus. You should also read the forms of Common Warrants, which will be filed as exhibits to the registration statement that includes this prospectus.
Use of proceeds		We will not receive any proceeds from the sale of the shares of Class B common stock held by the Selling Stockholder being registered in this prospectus.
Placement Agent Warrants offered by us in this offering		We have also agreed to issue to the Placement Agent or its designees as compensation in connection with this offering Placement Agent Warrants to purchase up to 1,014,493 shares of Class B common stock. The Placement Agent Warrants an exercise price of $1.725 per share (equal to 125% of the assumed combined public offering price per share of Class B common stock and accompanying Warrant). The Placement Agents Warrants will be exercisable upon issuance and will terminate on the five (5) year anniversary of commencement of sales in this offering. This prospectus also relates to the offering of the shares of Class B common stock issuable upon exercise of the Placement Agent Warrants. To better understand the terms of the Placement Agent Warrants, you should carefully read the descriptions of the Placement Agent Warrants in the “Description of Securities We Are Offering” and “Plan of Distribution” sections of this prospectus. You should also read the form of Placement Agent Warrant, which will be filed as an exhibit to the registration statement that includes this prospectus.
Risk Factors		You should carefully read the “Risk Factors” section, together with all of the other information included in or incorporated by reference, in this prospectus before deciding whether to invest in our Class B common stock.
Class B common stock outstanding immediately before this offering		37,103,097 shares.
Nasdaq symbol		“RR.”
Class B common stock to be outstanding immediately after this offering		51,595,850 shares, assuming exercise in full of all Pre-Funded Warrants and no exercise of the Warrants and Placement Agent Warrants being offered in this offering. To the extent Pre-Funded Warrants are sold, the number of shares of Class B common stock sold in this offering will be reduced on a one-for-one basis.

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Lock-up agreements		Our directors and executive officers have agreed with the Placement Agent not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our common stock or securities convertible into our common stock for a period of sixty (60) days from the closing of this offering. See “Plan of Distribution” for additional information.
Use of proceeds		We estimate that the net proceeds from this offering will be approximately $18 million. We currently intend to use the net proceeds from this offering for working capital, general corporate purposes, including the further development of our product candidates, and the procurement of inventory, specifically for robotic hardware. See “Use of Proceeds” for additional information.
Risk factors		An investment in our securities involves a high degree of risk. See “Risk Factors” beginning on page 12 of this prospectus and the other information included and incorporated by reference in this prospectus for a discussion of the risk factors you should carefully consider before deciding to invest in our securities.
Reasonable best efforts offering		We have agreed to offer and sell the securities offered hereby to the purchasers through the Placement Agent. The Placement Agent is not required to buy or sell any specific number or dollar amount of the securities offered hereby, but it will use its reasonable best efforts to solicit offers to purchase the securities offered by this prospectus. See “Plan of Distribution” beginning on page 33 of this prospectus.
Transfer agent and registrar		The transfer agent and registrar for our Class B common stock is Continental Stock Transfer & Trust Company.
Nasdaq symbol		Our Class B common stock is listed on Nasdaq under the symbol “RR.”

(1) The number of shares of Class B common stock to be outstanding after this offering is based on 175,161,127 shares of our Class B common stock outstanding as of January 20, 2026.

(1) The number of shares of Class B common stock to be outstanding after this offering is based on 37,103,097 shares of our Class B common stock outstanding as of August 12, 2024 and excludes, as of that date, the following:14

●Table ~~107,128 shares~~ of ~~Class B common stock issuable upon the exercise of the Representative’s Warrants;~~Contents

● 1,020,874 shares of Class B common stock reserved for future grants of equity-based awards under our equity incentive plan; and

● Up to 3,947,647 shares of Class B common stock issuable under the Purchase Agreement (including the shares of Class B common stock issuable upon the conversion of the SEPA Notes).

RISK FACTORS

An investment in our ~~securities~~Class B common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, as well as the risks set forth under the section titled “Risk Factors” in our ~~2023~~ Annual Report ~~and~~on ~~our~~Form 10-K ~~June~~for the year ended September 30, ~~2024 Form 10-Q~~2025, which ~~are~~is incorporated by reference herein. You should also refer to the other information contained in this prospectus and the documents incorporated by reference herein, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included in our ~~2023~~ Annual Report ~~and~~ ~~Jund~~on ~~30, 2024~~ Form 10-QK for the year ended September 30, 2025, before making a decision to invest in our ~~securities~~Class B common stock. Our business, operating results, financial condition, or prospects could be materially and adversely affected by any of these risks and uncertainties. If any of these risks actually occurs, the trading price of our ~~securities~~Class B common stock could decline and you might lose all or part of your investment. Our business, operating results, financial performance, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are material.

Risks Related to This Offering

~~We have~~Sales ~~broad~~or ~~discretion~~the inanticipation ~~the~~of ~~use~~sales of our Class B common stock by the ~~net~~Selling ~~proceeds~~Stockholder ~~from~~could ~~this~~affect ~~offering~~the ~~and~~market ~~may~~price ~~not~~of ~~use~~our ~~them~~Class B ~~effectively~~common stock.

~~Our management~~The ~~will~~Selling ~~have~~Stockholder ~~broad~~may ~~discretion~~sell inor ~~the~~otherwise ~~application~~engage ofin ~~the~~transactions ~~net~~with ~~proceeds,~~respect ~~including~~to ~~for~~their ~~any~~Class B ofcommon ~~the~~stock ~~purposes~~as described in ~~the section of this prospectus entitled~~ “~~Use~~Plan of ~~Proceeds~~Distribution.” ~~You~~The ~~will~~sale beor ~~relying on~~ the ~~judgment~~anticipation of ~~our management with regard to~~ the ~~use~~sale ofby ~~these net proceeds, and you will not have~~ the ~~opportunity,~~Selling asStockholder ~~part~~ of ~~your~~Class B ~~investment~~common ~~decision,~~stock tomay ~~assess whether the net proceeds are being used appropriately. The failure by our management to apply these funds effectively could result in financial losses that could~~ have a ~~material~~negative ~~adverse~~impact ~~effect~~ on ~~our business, causing~~ the ~~price~~market offor ~~our securities to decline~~ and ~~delay~~market ~~the~~price ~~development~~ of our ~~product~~Class B ~~candidates,~~common ~~and to repay loans~~stock. ~~Pending the application of these funds, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.~~

~~There is~~FINRA nosales ~~public~~practice ~~market~~requirements ~~for~~may ~~the~~limit ~~Pre-Funded~~a ~~Warrants~~stockholder’s orability ~~Warrants~~ to ~~purchase~~buy ~~Class~~and Bsell ~~common~~our ~~stock~~Class B inCommon ~~this offering~~Stock.

There is no established trading market for the Pre-Funded Warrants or Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply for listing of the Pre-Funded Warrants or Warrants on any securities exchange. Without an active market, the liquidity of the Pre-Funded Warrants and Warrants will be limited.

The Warrants may not have any value.

The Warrants are exercisable at an exercise price of $[_] for a five-year term. In the event that our Class B common stock price does not exceed the exercise price of the Warrants during the period when the Warrants are exercisable, the Warrants may not have any value.

Holders of our Pre-Funded Warrants and Warrants will have no rights as a common stockholder until they exercise their Pre-Funded Warrants and Warrants.

Until you receive shares of our Class B common stock as a result of exercising your Warrants or Pre-Funded Warrants, you will have no rights with respect to our Class B common stock. Upon exercising your Warrants or Pre-Funded Warrants, you will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

You will experience immediate and substantial dilution in the net tangible book value per share of the Class B common stock and accompanying Warrant you purchase. You may also experience future dilution as a result of future equity offerings.

The price per share, together with the number of shares of our Class B common stock we propose to issue and ultimately will issue if this offering is completed, may result in an immediate decrease in the market price of our Class B common stock. Our historical net tangible book value as of June 30, 2024 was $9,079 thousand, or approximately $0.13 per share of our Class B common stock. After giving effect to the 14,492,753 shares of our Class B common stock to be sold in this offering at an assumed combined public offering price of $1.38 per share and accompanying Warrant, and assuming exercise in full of the Pre-Funded Warrants offered hereby, our pro forma as adjusted net tangible book value as of June 30, 2024 would have been $38,831 thousand, or approximately $0.41 per share of our Class B common stock. This represents an immediate increase in pro forma net tangible book value of $0.30 per share of our Class B common stock to our existing stockholders and an immediate decrease in net tangible book value of approximately $0.97 per share of our Class B common stock to new investors, representing the difference between the assumed combined public offering price and our as adjusted net tangible book value as of June 30, 2024, after giving effect to this offering, and the assumed combined public offering price per share.

In addition, in order to raise additional capital, we may in the future offer additional shares of our Class B common stock or other securities convertible into or exchangeable for our Class B common stock at prices that may not be the same as the price per share in this offering. In the event that the outstanding options or warrants are exercised or settled, or that we make additional issuances of Class B common stock or other convertible or exchangeable securities, you could experience additional dilution. We cannot assure you that we will be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share paid by investors in this offering, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders, including investors who purchase securities in this offering. The price per share at which we sell additional shares of our Class B common stock or securities convertible into Class B common stock in future transactions, may be higher or lower than the combined public offering price per share in this offering. As a result, purchasers of the shares we sell, as well as our existing stockholders, will experience significant dilution if we sell at prices significantly below the price at which they invested.

This is a reasonable best efforts offering, no minimum amount of securities is required to be sold, and we may not raise the amount of capital we believe is required for our business plans.

The Placement Agent has agreed to use its reasonable best efforts to solicit offers to purchase the securities in this offering. The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. There is no required minimum number of securities that must be sold as a condition to completion of this offering. Because there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, Placement Agent fees and proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth above. We may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceeds received by us, and investors in this offering will not receive a refund in the event that we do not sell an number of securities sufficient to pursue the business goals outlined in this prospectus. Thus, we may not raise the amount of capital we believe is required for our business plans and may need to raise additional funds, which may not be available or available on terms acceptable to us.

Purchasers who purchase our securities in this offering pursuant to a securities purchase agreement may have rights not available to purchasers that purchase without the benefit of a securities purchase agreement.

In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers that enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract provides those investors with the means to enforce the covenants uniquely available to them under the securities purchase agreement including, but not limited to: (i) timely delivery of securities; (ii) agreement to not obtaining any financings for 60 days from closing; and (iii) indemnification for breach of contract.

Resales of our Class B common stock in the public market during this offering by our stockholders may cause the market price of our Class B common stock to fall.

Sales of a substantial number of shares of our Class B common stock could occur at any time. The issuance of new shares of our Class B common stock could result in resales of our Class B common stock by our current stockholders concerned about the potential ownership dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our Class B common stock.

This offering may cause the trading price of our Class B common stock to decrease.

The price per share, together with the number of shares of Class B common stock we propose to issue and ultimately will issue if this offering is completed, may result in an immediate decrease in the market price of our Class B common stock. This decrease may continue after the completion of this offering.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our Class B common stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Class B common stock, which may have the effect of reducing the level of trading activity in our Class B common stock. As a result, fewer broker-dealers may be willing to make a market in our Class B common stock, reducing a stockholder’s ability to resell shares of our Class B common stock.

13Investors who buy shares at different times will likely pay different prices.

~~USE OF~~The ~~PROCEEDS~~Selling Stockholder may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the Selling Stockholder in this offering at different times will likely pay different prices for those shares, and thus may experience different levels of dilution and outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the Selling Stockholder in this offering because of future sales made by us to the Selling Stockholder at prices lower than the prices such investors paid for their shares in this offering.

We estimate that the net proceeds from the offering will be approximately $18 million, after deducting the Placement Agent fees and estimated offering expenses payable by us and assuming no exercise of Pre-Funded Warrants and Warrants. However, because this is a reasonable best-efforts offering and there is no minimum offering amount required as a condition to the closing of this offering, the actual offering amount, the Placement Agent’s fees and net proceeds to us are not presently determinable and may be substantially less than the maximum amounts set forth on the cover page of this prospectus. We will only receive additional proceeds from the exercise of the Pre-Funded Warrants, if any, and the Placement Agent Warrants and Warrants we are issuing in this offering if the Pre-Funded Warrants, Placement Agent Warrants and the Warrants are exercised for cash. We cannot predict when or if the Pre-Funded Warrants, Placement Agent Warrants or the Warrants will be exercised. It is possible that these warrants may expire and may never be exercised.

We currently intend to use the net proceeds from this offering for working capital, general corporate purposes, including the further development of our product candidates, and the procurement of inventory, specifically for robotic hardware. The strategic investment in our inventory is aimed at bolstering our capacity to support our Robot-as-a-Service business model. This expected use of proceeds from this offering represents our intentions based upon our current plans and prevailing business conditions, which could change in the future as our plans and prevailing business conditions evolve. The amounts and timing of our use of proceeds will vary depending on a number of factors, including the amount of cash generated or used by our operations. As a result, we will retain broad discretion in the allocation of the net proceeds of this offering.

CAPITALIZATION

The following table presents a summary of our cash and cash equivalents and capitalization as of June 30, 2024:

	●	on an actual basis;
	●	on a pro forma basis to give effect to the issuances in July 2024 (i) of an aggregate of 8,300,000 shares of Class B common stock pursuant to the Purchase Agreement and the receipt by us of approximately $11,537 thousand in aggregate proceeds and (ii) of an aggregate of 1,273,000 shares of Class B common stock under our equity incentive plan, in each case subsequent to June 30, 2024 (collectively, the “Pro Forma Adjustments”); and

● on a pro forma as adjusted basis to reflect the issuance and sale of Class B common stock and associated Warrant, assuming all Pre-Funded Warrants are exercised, and after deducting Placement Agent fees and estimated offering expenses payable by us.

The unaudited as adjusted information below is prepared for illustrative purposes only and our capitalization following the completion of this offering will be adjusted based on the actual combined public offering price and other terms of this offering determined at pricing. You should read the following table in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes in our 2023 Annual Report and our June 30, 2024 Form 10-Q, incorporated herein by reference.

(In thousands, except share and per share data)	Actual			Pro Forma			Pro Forma
				(unaudited)			(as adjusted)
Cash and cash equivalents	$	9,201		$	20,738		$	38,953
Class B Common stock, $0.0001 par value, 200,000,000 shares authorized, 27,530,097, 37,103,097 and 51,595,850 shares issued and outstanding, actual, pro forma and pro forma, as adjusted, respectively		0			4			5
Additional paid-in capital		14,059			25,592			43,806
Accumulated (deficit)		(4,980	)		(4,980	)		(4,980	)
Total stockholders’ equity	$	9,079		$	20,616		$	38,831

Each $0.10 increase (decrease) in the assumed combined public offering price of $1.38 per share would increase (decrease) each of cash and cash equivalents, additional paid-in capital and total stockholders’ equity by approximately $1,348 thousand, assuming the number of shares of Class B common stock and Warrants offered, as set forth on the cover page of this prospectus, remains the same, assuming all Pre-Funded Warrants are exercised, and after deducting estimated Placement Agent fees and estimated offering expenses. Similarly, each increase (decrease) of 100,000 shares in the number of shares of Class B common stock offered would increase (decrease) cash and cash equivalents, additional paid-in capital and total stockholders’ equity by approximately $128 thousand, assuming the assumed combined public offering price remains the same, all Pre-Funded Warrants are exercised, and after deducting estimated Placement Agent fees and estimated offering expenses payable by us. The as adjusted information discussed above is illustrative only and will be adjusted based on the actual combined public offering price and other terms of this offering determined at pricing.

The above discussion is based on 27,530,097 shares of our Class B common stock outstanding as of June 30, 2024 and excludes, as of that date, the following:

● 107,128 shares of Class B common stock issuable upon the exercise of the Representative’s Warrants;

● 2,293,874 shares of Class B common stock reserved for future grants of equity-based awards under our equity incentive plan; and

● 12,247,647 shares of Class B common stock issuable under the Purchase Agreement (including the shares of Class B common stock issuable upon the conversion of the SEPA Notes).

~~DILUTION~~Table of Contents

IfCAUTIONARY ~~you~~NOTE ~~purchase~~AND ~~our~~FORWARD-LOOKING securities in this offering, your interest will be diluted immediately to the extent of the difference between the combined public offering price per share you will pay in this offering and the as adjusted net tangible book value per share of our Class A common stock and Class B common stock (together, the “common stock”) after this offering. Net tangible book value per share represents our total tangible assets less total liabilities, divided by the number of shares of our common stock outstanding.STATEMENTS

AsThis prospectus contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the reasons described in our “Prospectus Summary” and “Use of ~~June~~Proceeds” 30sections in this prospectus and “Risk Factors,” ~~2024~~“Management Discussion and Analysis of Financial Condition and Result of Operations,” and “Business” sections in our ~~net tangible~~Annual ~~book~~Report ~~value~~on asForm 10-K offor ~~June~~the year ended September 30, ~~2024~~2025, ~~was~~which $9is incorporated by reference herein. In some cases,~~079~~ ~~thousand~~you can identify these forward-looking statements by terms such as “anticipate,” or“believe,” ~~$0.13~~“continue,” ~~per~~“could,” ~~share~~“depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or the negative of ~~common~~those ~~stock~~terms or other similar expressions, although not all forward-looking statements contain those words.

~~After~~Our ~~giving~~operations ~~effect~~and tobusiness ~~the Pro~~prospects ~~Forma~~are ~~Adjustments,~~always ~~our~~subject ~~net~~to ~~tangible~~risks ~~book~~and ~~value~~uncertainties ~~was $20~~including,~~616~~ ~~thousand,~~among ~~or $0.11 per share of common stock.~~others:

~~After~~• Our ~~giving~~ability ~~further effect~~ to ~~the~~secure ~~sale~~raw bymaterials ~~us of 14,492,753 shares of Class B common stock~~ and ~~associated~~components Warrant at an assumed combined public offering price of $1.38 per share, assuming all Pre-Funded Warrants are exercised, and after deducting the Placement Agent fees and estimated offering expenses payable by us, our as adjusted net tangible book value as of June 30, 2024, would have been $38,831 thousand, or $0.41 per share. This represents an immediate increase in pro forma net tangible book value of $0.30 per share to ~~our~~manufacture ~~existing~~sufficient ~~stockholders,~~quantities ~~and an immediate dilution~~ of ~~approximately~~robots ~~$0.97 per share~~ to ~~purchasers~~match ~~of shares in this offering, as illustrated in the following table:~~demand;

Assumed combined public offering price per share			$	1.38
Net tangible book value per share as of June 30, 2024	$	0.13
Decrease in net tangible book value per share of common stock attributable to the Pro Forma Adjustments	$	0.02
Pro forma net tangible book value per share, as of June 30, 2024	$	0.11
Increase in pro forma net tangible book value per share of common stock after giving effect to the offering	$	0.30
Pro forma as adjusted net tangible book value as of June 30, 2024 after giving effect to the offering			$	0.41
Dilution in net tangible book value per share to new investors in the offering			$	0.97

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

~~The~~• Assumptions ~~above~~around ~~discussion~~the isspeed ~~based on an aggregate~~ of ~~69,683,943~~robotic ~~shares~~adoption ofin ~~our~~service ~~common stock outstanding as of June 30, 2024 and excludes, as of that date, the following:~~environments;

●• Assumptions ~~107,128~~relating ~~shares~~to ofthe ~~Class~~size Bof ~~common stock issuable upon~~ the ~~exercise~~market offor ~~the~~our ~~Representative’s~~products ~~Warrants~~and services;

●• Unanticipated ~~2,293,874~~regulations ~~shares~~ of ~~Class~~robots Band ~~common~~automation ~~stock~~that ~~reserved~~add ~~for~~barriers ~~future~~to ~~grants~~adoption ofand ~~equity-based~~have ~~awards~~a ~~under~~negative ~~our~~effect ~~equity~~on ~~incentive~~our ~~plan~~business; ~~and~~

●• Our ~~12,247,647~~ability ~~shares~~to ofobtain ~~Class~~and Bmaintain ~~common~~intellectual ~~stock~~property ~~issuable~~protection ~~under~~for ~~the~~our ~~Purchase Agreement (including the shares of Class B common stock issuable upon the conversion of the SEPA Notes).~~products;

• Investigations, claims, disputes, enforcement actions, litigation and/or other regulatory or legal proceedings, including with respect to our intellectual property and our technology;

• Level of product service failures that could lead our customers to use competitors’ 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 sections titled “Risk Factors” in this prospectus and in our Annual Report on Form 10-K for the year ended September 30, 2025.

Unless the context requires otherwise, references in this prospectus to “we,” “us,” “our,” “our company,” “the Company,” “Richtech” or similar terminology refer to Richtech Robotics Inc., including its consolidated subsidiaries.

~~PRINCIPAL STOCKHOLDERS~~Table of Contents

~~The following~~USE ~~table~~OF sets forth certain information concerning the ownership of our Class A common stock and Class B common stock as of August 12, 2024, with respect to: (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our Class A common stock and Class B common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of our current directors and executive officers as a group.PROCEEDS

~~Applicable percentage~~This ~~ownership~~prospectus isrelates ~~based~~to ~~on an aggregate of 79,256,943~~ shares of ~~our common stock, consisting of (i) 42,153,846 shares of our~~ Class ~~A common stock and (ii) 37,103,097 shares of our Class~~ B common stock ~~outstanding~~that asmay ofbe ~~August~~offered ~~12,~~and ~~2024.~~sold ~~We have~~from ~~determined~~time ~~beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities~~ to ~~persons~~time who possess sole or shared voting or investment power with respect to such securities. In addition, pursuant to such rules, we deemed outstanding shares of Class B common stock subject to options or warrants held by ~~that~~the ~~person~~Selling ~~that are currently exercisable or exercisable within 60 days of August 12, 2024~~Stockholder. We ~~did~~will ~~not~~receive ~~deem~~none ~~such shares outstanding, however, for the purpose~~ of ~~computing~~ the ~~percentage~~proceeds ~~ownership~~from ~~of any other person. Except as indicated by~~ the ~~footnotes~~sale ~~below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have sole voting and investment power with respect to all shares~~ of ~~our~~ Class ~~A common stock and Class~~ B common stock ~~that~~by ~~they~~the ~~beneficially~~Selling ~~own,~~Stockholder ~~subject~~in tothis ~~applicable community property laws~~offering.

Beneficial Ownership Table

	Prior to this Offering							After this Offering
Name of Beneficial Owner(1)	Shares of Class A Common Stock		Shares of Class B Common Stock		% of Total Voting Power			Shares of Class A Common Stock		Shares of Class B Common Stock		% of Total Voting Power**
Executive Officers and Directors
Zhenwu Huang		30,308,000		—		66.08	%		30,308,000		—		64.06	%
Zhenqiang Huang		7,892,000		—		17.21	%		7,892,000		—		16.68	%
Phil Zheng		—		1,200,000		*			—		1,200,000		*
Matthew G. Casella		—		—		—			—		—		—
John Shigley		—		—		—			—		—		—
Stephen Markscheid		—		—		—			—		—		—
Saul Factor		—		—		—			—		—		—
All officers and directors as a group (7 individuals)		38,200,000		1,200,000		83.55	%		38,200,000		1,200,000		80.99	%
5% Stockholders
King Bliss Limited(2)		1,734,846		2,200,000		4.26	%		1,734,846		2,200,000		4.13	%

*	Less than 1%
**	Assumes the sale of 14,492,753 shares of Class B common stock and accompanying Warrants and full exercise of the Pre-Funded Warrants.

(1) Unless noted otherwise, the address of all listed stockholder is 4175 Cameron St Ste 1, Las Vegas, NV 89103. Each of the stockholder listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise.

(2) Mr. Zhao Zilong is the sole shareholder and director of King Bliss Limited, a company incorporated in the British Virgin Islands, and as such, has sole voting and dispositive power over the securities held by such entity.

We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.

~~DESCRIPTION OF~~Table ~~CAPITAL~~of ~~STOCK~~Contents

~~The following~~DETERMINATION ~~summary~~OF ofTHE ~~the~~OFFERING rights of our capital stock is not complete and is subject to and qualified in its entirety by reference to our Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, copies of which are filed as exhibits to our 2023 Annual Report on Form 10-K, and forms of securities, copies of which are filed as exhibits to the registration statement of which this prospectus forms a part, which are incorporated by reference herein.PRICE

~~Securities~~The Selling Stockholder will offer shares of our Class B common stock at the prevailing market prices or at privately negotiated prices. The offering price of our Class B common stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. Our Class B common stock may not trade at the market prices in excess of the offering prices for Class B common stock in any public market, will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for our Class B common stock.

Pursuant to our Second Amended and Restated Articles of Incorporation, our authorized capital stock is (a) 310,000,000 shares of common stock, $0.0001 par value per share, consisting of (i) 100,000,000 shares of Class A common stock and (ii) 200,000,000 shares of Class B common stock; and (b) 10,000,000 shares of “blank check” preferred stock, par value $0.0001 per share (“preferred stock”).

Our board of directors may from time to time authorize by resolution the issuance of any or all shares of the common stock and the preferred stock authorized in accordance with the terms and conditions set forth in Second Amended and Restated Articles of Incorporation for such purposes, in such amounts, to such persons, corporations, or entities, for such consideration and in the case of the preferred stock, in one or more series, all as the board in its discretion may determine and without any vote or other action by the stockholders, except as otherwise required by law.

Common Stock

Our Second Amended and Restated Articles of Incorporation provides for two classes of common stock. As of August 12, 2024, there were 79,256,943 shares of our common stock issued and outstanding, consisting of 42,153,846 shares of Class A common stock and 37,103,097 shares of Class B common stock.

Except as otherwise required by the 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 the books of the Company, 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 the books of the Company, in connection with the election of directors and on all matters submitted to a vote of stockholders of the Company. 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.

Standby Equity Purchase Agreement

On February 15, 2024, the Company entered into the Standby Equity Purchase Agreement with YA II PN, Ltd., pursuant to which the Investor agreed to purchase up to $50 million of the Company’s shares of Class B common stock over the course of 24 months after the date of the Purchase Agreement. The price of shares to be issued under the Purchase Agreement will be 96% of the lowest VWAP of the Class B common stock during the Pricing Period. Each issuance and sale by the Company to the Investor under the Purchase Agreement is subject to a maximum amount equal to 100% of the daily trading volume of the Class B common stock, as reported by Bloomberg L.P., during the five trading days immediately preceding an Advance notice.

With respect to each Advance, the Company has the option to notify the Investor of a minimum acceptable price by specifying the amount within an Advance notice. During any trading day within a Pricing Period, two conditions will trigger an automatic reduction to the amount of the Advance by one-third: either (i) the VWAP of the Class B common stock is below the MAP specified in the Advance notice, or (ii) there is no VWAP available. On each Excluded Day, an automatic one-third reduction is applied to the specified Advance amount in the Advance notice and that day will be excluded from the Pricing Period.

Each Advance is subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of the Company’s outstanding voting power or number of shares of Class B common stock at the time of an Advance or acquiring in the aggregate under the Purchase Agreement more than 19.99% of the Company’s outstanding shares of Class B common stock as of the date of the Purchase Agreement. The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require stockholder approval under Nasdaq’s “minimum price rule.”

~~The Purchase~~Table ~~Agreement will terminate automatically on the earlier~~ of February 16, 2026 or when the Investor has purchased an aggregate of $50 million of Class B common stock. The Company has the right to terminate the Purchase Agreement upon five trading days’ prior written notice to the Investor, subject to certain conditions.Contents

~~In connection~~MARKET ~~with~~PRICE ~~and~~OF ~~subject~~AND toDIVIDENDS ~~the~~ON ~~satisfaction~~THE ofREGISTRANT’S ~~certain~~COMMON ~~conditions~~EQUITY ~~set~~AND ~~forth~~RELATED inSTOCKHOLDER the Purchase Agreement, the Investor will pre-advance to the Company up to $3,000,000 of the $50,000,000 commitment amount, with each Pre-Advance to be evidenced by a SEPA Note. The first Pre-Advance, in the principal amount of $1,000,000, was advanced February 15, 2024. The second Pre-Advance, in a principal amount of $1,000,000, was advanced on March 18, 2024. The third Pre-Advance, in the principal amount of $1,000,000, was advanced on April 15, 2024. Each SEPA Note is subject to a 4% discount on the principal amount of such SEPA Note. Repayment of the SEPA Notes commenced on May 15, 2024, with subsequent payments made monthly. As of June 30, 2024, the outstanding balance on the Notes was $2,333,000. The SEPA Notes were fully repaid in July 2024.MATTERS

~~Each SEPA~~Market ~~Note~~Price will accrue interest on the outstanding principal balance at the rate of 8% per annum and has a maturity date of February 15, 2025 (as may be extended at the option of the Investor). Beginning in May 2024, the Company was required to pay, on a monthly basis, one-nineth of the outstanding principal amount of each SEPA Note, together with accrued and unpaid interest, either (i) in cash or (ii) by submitting an Advance notice pursuant to the Purchase Agreement and selling the Investor shares, or any combination of (i) or (ii) as determined by the Company. The initial repayment was due 90 days after the issuance of the first SEPA Note, followed by subsequent payments due every 30 days after the previous payment. Unless otherwise agreed to by the Investor, any funds received by the Company pursuant to the Purchase Agreement for ~~the~~our ~~sale~~Common ~~of shares will first be used to satisfy any payments due under an outstanding SEPA Note.~~Stock

~~At the~~Our ~~election~~Class B ofcommon ~~the~~stock ~~Investor,~~is ~~all~~listed oron ~~a portion of~~ the ~~principal,~~Nasdaq ~~interest,~~Capital orMarket ~~other amounts outstanding~~ under ~~each SEPA Note may be converted into Conversion Shares, equal to: (x)~~ the ~~Conversion~~symbol ~~Amount, divided by (y) the Conversion Price.~~ “~~Conversion Price~~RR.” isThe ~~defined~~last asreported ~~(i)~~sales ~~$6.00 per~~price ~~share~~ of ~~Class~~our Class B common stock, ~~provided~~on ~~however,~~ Nasdaq on ~~May~~February 2817, ~~2024~~2026, ~~the~~was Conversion Price shall be adjusted (downwards only) to equal the average of the daily VWAPs for the 5 consecutive trading days immediately prior to the Reset Date, if such price is lower than the Conversion Price then in effect$2.76 ~~The~~per ~~Conversion Shares are entitled to the registration rights set forth in the Purchase Agreement~~share.

On March 14, 2024, the Company and the Investor entered into the Letter Agreement to amend the terms of each SEPA Note as follows: (i) the Company may redeem early a portion or all amounts (including principal and accrued and unpaid interest) outstanding under the SEPA Note with at least 10 trading days’ prior written notice by the Company to the Investor. The outstanding principal balance being redeemed by the Company shall be subject to a 10% cash redemption premium. After receipt of the Redemption Notice, the Investor shall have 10 trading days to elect to convert all or any portion of the SEPA Note; and (ii) the Conversion Price shall not be lower than $1.50 per share of Class B common stock.Holders

~~The Company~~As ~~paid a subsidiary~~ of ~~the~~February ~~Investor a structuring fee in the amount of $25~~17,~~000~~ ~~and in April 2024~~2026, ~~issued~~there towere ~~the~~18 ~~Investor~~holders ~~259,350 Commitment~~of ~~Shares~~record as a commitment fee. The Company and the Investor made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. Each of ~~the~~our ~~Company~~Class B ~~and~~common ~~the Investor also agreed to indemnify the other~~stock.

~~As of~~Dividend ~~August 12, 2024, we had issued 9,035,561 shares under the Purchase Agreement and the SEPA Notes (including 259,350 Commitment Shares).~~Policy

~~The foregoing~~We ~~descriptions~~have ofnever ~~the~~paid ~~Purchase~~or ~~Agreement~~declared ~~and~~any cash dividends on our Class B common stock. We may pay dividends in the ~~SEPA~~future ~~Notes~~if the Company realizes good profits and the ~~transactions~~board ~~contemplated~~of ~~thereby~~directors determines that dividends are ~~qualified~~advisable, intaking ~~their entirety~~into byaccount ~~reference~~the Company’s financial and development needs. However, we may instead retain any future earnings to finance the ~~full~~operation, ~~text~~development and expansion of our business, and we may not declare or pay any dividends in the ~~Purchase~~foreseeable ~~Agreement~~future. ~~and~~Any future determination to pay dividends will be at the ~~SEPA~~discretion ~~Notes,~~of aour ~~copy~~board orof directors and will depend upon a ~~form~~number of ~~which~~factors, ~~are~~including ~~attached~~our ~~hereto~~results ~~as Exhibits~~of ~~10.13~~operations, ~~and~~financial ~~10.14~~condition, ~~respectively~~business prospects, ~~each~~contractual ofrestrictions, ~~which~~restrictions isimposed ~~incorporated~~by ~~herein~~applicable inlaw ~~its~~and ~~entirety~~other byfactors ~~reference~~our board of directors deems relevant.

~~Preferred Stock~~Under NRS 78.288, the directors of a corporation may authorize, and the corporation may make, distributions (including cash dividends) to stockholders, but no such distribution may be made if, after giving it effect:

~~Pursuant to our Second Amended and Restated Articles of Incorporation, our board of directors may by resolution authorize~~ • the ~~issuance~~corporation ofwould ~~shares of~~not ~~preferred~~be ~~stock~~able ~~from time~~ to ~~time~~pay inits ~~one~~debts or more series. We may reissue shares of preferred stock that are redeemed, purchased, or otherwise acquired by us unless otherwise provided by law. Our board of directors is authorized to fix or alter the designations, powers and preferences, and relative, participating, optional or otherwise rights if any, and qualifications, limitations or restrictions thereof, including, without limitation, dividend rights (and whether dividends are cumulative), conversion rights, if any, voting rights (including the number of votes if any, per share, as ~~well~~they asbecome ~~the~~due ~~number~~in ~~of members, if any, of~~ the ~~board~~usual ofcourse ~~directors or the percentage~~ of ~~members, if~~business; ~~any, of the board of directors each class~~ or series of preferred stock may be entitled to elect), rights and terms of redemption (including, sinking fund provisions, if any), redemption price and liquidation preferences of any wholly unissued series of preferred stock, and the number of shares constituting any such series and the designation thereof, and to increase or decrease the number of shares of any such series subsequent to the issuance of shares of such series, but not below the number of shares of such series then issued.

• the corporation’s total assets would be less than the sum of (x) its total liabilities plus (y) the amount that would be needed, if the corporation were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.

The NRS prescribes the timing of the determinations above depending on the nature and timing of payment of the distribution. For cash dividends paid within 120 days after the date of authorization, the determinations above must be made as of the date the dividend is authorized. When making their determination that a distribution is not prohibited by NRS 78.288, directors may consider:

• financial statements prepared on the basis of accounting practices that are reasonable in the circumstances;

• a fair valuation, including, but not limited to, unrealized appreciation and depreciation; and/or

• any other method that is reasonable in the circumstances.

~~Anti-takeover Effects of~~Table ~~Nevada Law and Our Second Amended and Restated Articles~~ of ~~Incorporation and Amended and Restated Bylaws~~Contents

~~Special Stockholder~~SELLING ~~Meetings~~STOCKHOLDERS

~~Our Amended~~This ~~and~~prospectus ~~Restated~~covers ~~Bylaws~~the ~~provide~~resale ~~that~~by ~~special~~the ~~meetings~~Selling Stockholder of ~~our~~up ~~stockholders~~to ~~may~~an beaggregate ~~called~~of ~~at any time by a resolution adopted by any three or more directors~~8,500,000 ~~and~~shares ~~may not be called by any other person or persons. Our Amended and Restated Bylaws prohibit the conduct~~ of ~~any~~ ~~business~~Class B atcommon astock ~~special~~issuable ~~meeting~~pursuant ~~other~~to ~~than as specified in~~ the ~~notice~~Purchase ~~for such meeting~~Agreement.

~~Requirements for~~The ~~Advance~~Selling ~~Notification~~Stockholder may dispose of ~~Director~~the ~~Nominations~~shares ~~and~~covered by this prospectus from time to time at such prices as it may choose. The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our Class B common stock held by the Selling Stockholder ~~Proposals~~and the percentage owned by the Selling Stockholder.

Our Amended and Restated Bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors. In order for any matter to be properly brought before a meeting of our stockholders, the stockholder submitting the proposal or nomination will have to comply with advance notice requirements and provide us with certain information.

				After Sale of Shares in Offering
Name	Shares Beneficially Owned Prior to Offering		Shares Being Sold in this Offering	Shares Beneficially Owned	Percent of Outstanding Shares of Common Stock
Davidson Kempner Capital Management LP(1)	8,500,000	(2)	8,500,000	—	—

For business to be properly brought before an annual meeting, the proposing stockholder must have given written notice of the nomination or proposal, either by personal delivery or by United States mail to the Secretary not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary date of the preceding year’s annual meeting. If the date of the annual meeting is advanced more than thirty (30) days prior to such anniversary date or delayed more than seventy (70) days after such anniversary date then to be timely such notice must be so delivered, or mailed and received, not later than the ninetieth (90th) day prior to such annual meeting or, if later, the tenth (10th) day following the day on which public announcement of the date of such annual meeting was first made. In no event will an adjournment or postponement of an annual meeting of stockholders begin a new time period for giving a proposing stockholder’s notice as provided above.____________

~~For business~~(1) Consists toof bean ~~properly~~aggregate ~~brought~~of ~~before~~8,500,000 ashares ~~special~~of ~~meeting~~Class B ofcommon ~~stockholders,~~stock ~~the~~held ~~notice~~by ofM.H. Davidson & ~~the~~Co. ~~meeting~~and ~~must~~Davidson ~~set~~Kempner ~~forth~~Arbitrage, ~~the~~Equities ~~nature~~and ofRelative Value LP (the “funds”). The business toaddress befor ~~considered~~Davidson Kempner Capital Management LP (“DKCM”) is 9 W. A57th ~~person~~St., or29th ~~persons~~Floor, ~~who~~New York, ~~have~~NY 10019. ~~properly~~DKCM ~~made~~is a ~~written~~Delaware ~~request~~limited ~~for~~partnership and a ~~special~~registered ~~meeting~~investment ~~may~~adviser ~~provide~~with the ~~information required~~SEC and is responsible for ~~notice~~the voting and investment decisions of the funds. DKCM GP LLC, a ~~stockholder~~Delaware ~~proposal~~limited ~~simultaneously~~liability ~~with~~company, is the ~~written~~general ~~request~~partner of DKCM. The partners of DKCM are Anthony A. Yoseloff, Conor Bastable, Morgan P. Blackwell, Patrick W. Dennis, Gabriel T. Schwartz, Zachary Z. Altschuler, Joshua D. Morris, Suzanne K. Gibbons, Gregory S. Feldman, Melanie Levine, James Li, Michael Chiaramonte, Sona Gohel, Jeffrey Hurwitz and Andrew Tan. Anthony A. Yoseloff, through DKCM, is responsible for the ~~meeting~~voting ~~submitted~~and investment decisions relating to the ~~Secretary~~securities orreported ~~within ten~~herein, ~~calendar days~~and ~~after~~each ~~delivery~~ of the ~~written~~foregoing, ~~request~~other ~~for~~than ~~the~~funds ~~meeting~~covered hereby, disclaims any beneficial ownership of such securities except to the ~~Secretary~~extent of any pecuniary interest therein.

~~Our Amended~~(2) Represents ~~and~~the ~~Restated~~8,500,000 Shares ~~Bylaws~~issued ~~also specify requirements as~~ to the ~~form~~Selling ~~and~~Stockholder ~~content~~pursuant ~~of the stockholder’s notice and allow the chairman of the meeting~~ to ~~prescribe rules and regulations for~~ the ~~conduct~~2026 ofPurchase ~~stockholders’ meetings, which may preclude the conduct of certain business at a meeting if the rules and regulations are not followed~~Agreement.

Authorized but Unissued Capital Stock

Neither Nevada law nor our governing documents require stockholder approval for any issuance of authorized shares, except as provided in NRS 78.2055 with respect to a decrease in the number of issued and outstanding shares of a class or series without a corresponding decrease in the authorized shares. Our authorized but unissued common stock are therefore available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

~~Board~~ Table of ~~Directors~~Contents

~~Our Amended~~PLAN ~~and~~OF ~~Restated Bylaws provides that the number of directors will be fixed by the board of directors.~~DISTRIBUTION

~~Nevada Anti~~The Selling Stockholder and its pledgees, assignees and successors-~~Takeover Provisions~~in-interest may, from time to time, sell any or all of their securities covered hereby on any trading market, stock exchange or other trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following methods when selling securities:

~~Nevada law,~~• ordinary ~~NRS~~brokerage ~~Sections~~transactions ~~78.411~~and ~~through~~transactions ~~78.444,~~in ~~regulate~~which ~~business combinations with interested stockholders. Nevada law defines an interested stockholder as a beneficial owner (directly or indirectly) of 10% or more of~~ the voting power of the outstanding shares of the corporation. Pursuant to Sections NRS 78.411 through 78.444, combinations with an interested stockholder remain prohibited for three years after the person became an interested stockholder unless (i) the transaction is approved by the board of directors or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the interested stockholder satisfies certain fair value requirements. NRS 78.434 permits a Nevada corporation to optbroker-~~out of~~dealer ~~the~~solicits ~~statute with appropriate provisions in its articles of incorporation.~~purchasers;

~~NRS Sections~~• block ~~78.378~~trades ~~through 78.3793 regulates the acquisition of a controlling interest~~ in ~~an issuing corporation. An issuing corporation is defined as a Nevada corporation with 200 or more stockholders of record, of~~ which atthe ~~least~~broker-dealer ~~100~~will ~~stockholders~~attempt ~~have~~to ~~addresses~~sell of record in Nevada and does business in Nevada directly or through an affiliated corporation. NRS Section 78.379 provides that an acquiring person and those acting in association with an acquiring person obtain only such voting rights in the ~~control~~securities ~~shares~~ as ~~are~~agent ~~conferred by~~but amay ~~resolution~~position ofand ~~the~~resell ~~stockholders of the corporation, approved at~~ a ~~special~~portion ~~or annual meeting~~ of the ~~stockholders.~~block ~~Stockholders~~as ~~who vote~~principal ~~against~~to ~~the~~facilitate ~~voting rights have dissenters’ rights in~~ the event that the stockholders approve voting rights. NRS Section 378 provides that a Nevada corporation’s articles of incorporation or bylaws may provide that these sections do not apply to the corporation. We have not opted out of these sections in our Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws.transaction;

~~Removal of~~• purchases ~~Directors;~~by ~~Vacancies~~a broker-dealer as principal and resale by the broker-dealer for its account;

Under NRS 78.335, one or more of the incumbent directors may be removed from office by the vote of stockholders representing two-thirds or more of the voting power of the issued and outstanding stock entitled to vote. Our Amended and Restated Bylaws provide that any newly created position on the board of directors that results from • an ~~increase~~exchange distribution in ~~the~~accordance ~~total~~with ~~number of directors and any vacancies on~~ the ~~board of~~rules ~~directors will be filled only by the affirmative vote~~ of ~~a majority of~~ the ~~remaining~~applicable ~~directors, even if less than a quorum.~~exchange;

~~No Cumulative~~• privately ~~Voting~~negotiated transactions;

~~The NRS~~• settlement ~~does not permit stockholders to cumulate their votes other than in the election~~ of ~~directors,~~short ~~and then only if expressly authorized by the corporation’s articles of incorporation. Our Second Amended and Restated Articles of Incorporation does not expressly authorize cumulative voting.~~sales;

~~The combination~~• in oftransactions ~~these~~through ~~provisions~~broker-dealers ~~will~~that ~~make~~agree itwith more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the ~~power~~Selling toStockholder ~~retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party~~ to ~~effect~~sell a ~~change~~ inspecified ~~management.~~number ~~In addition, the authorization~~ of ~~undesignated~~such ~~preferred~~securities ~~stock~~at ~~makes~~a itstipulated ~~possible~~price ~~for~~per ~~our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.~~security;

~~These provisions~~• through ~~are intended to enhance~~ the ~~likelihood~~writing of continued stability in the composition of our board of directors and its policies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce our vulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in our control or ~~management. As~~settlement ~~a consequence, these provisions may also inhibit fluctuations in the market price~~ of ~~our~~options ~~stock that could result from actual~~ or ~~rumored takeover~~other ~~attempts.~~hedging ~~We believe that the benefits of these provisions~~transactions, ~~including~~whether ~~increased~~through ~~protection of our potential ability to negotiate with the proponent of~~ an ~~unfriendly~~options orexchange ~~unsolicited proposal to acquire~~ or ~~restructure our company, outweigh the disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement of their terms.~~otherwise;

• a combination of any such methods of sale; or

• any other method permitted pursuant to applicable law.

The Selling Stockholder may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities covered hereby, the Selling Stockholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions it assumes. The Selling Stockholder may also sell securities short and deliver these securities to close out its short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholder may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

Any broker-dealer or agent that is involved in selling the securities may be deemed to be an “underwriter” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealer or agent and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. We will pay certain fees and expenses incurred by us incident to the registration of the securities.

Because the Selling Stockholder is deemed an underwriter within the meaning of the Securities Act, the Selling Stockholder will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under

~~Second Amended~~Table ~~and Restated Articles~~ of ~~Incorporation and Bylaw Provisions~~Contents

~~Our purpose~~the isSecurities toAct ~~engage~~may inbe ~~any~~sold ~~lawful~~under ~~act~~Rule 144 orrather ~~activity~~than ~~for~~under ~~which~~this ~~corporations~~prospectus. ~~may~~We ~~now~~are orrequesting ~~hereafter~~that bethe ~~organized~~Selling ~~under~~Stockholder ~~NRS~~confirm ~~Section 78 other~~that ~~than~~there ~~the~~is ~~business~~no ofunderwriter aor ~~trust~~coordinating ~~company,~~broker ~~savings~~acting ~~and~~in ~~loan~~connection ~~association,~~with ~~thrift~~the ~~company~~proposed orsale ~~corporation~~of ~~organized for~~ the ~~purpose~~resale ~~of conducting~~securities aby ~~banking~~the ~~business~~Selling Stockholder.

~~Annual~~ We have agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholder ~~Meetings~~without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

~~Our Amended~~Under applicable rules and ~~Restated~~regulations ~~Bylaws~~under ~~provide~~the ~~that~~Exchange Act, ~~annual~~any ~~stockholder~~person ~~meetings,~~engaged ~~for~~in the ~~purpose~~distribution of ~~electing~~the ~~directors~~resale ~~and~~securities ~~transacting~~may ~~any~~not ~~other business~~simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as ~~may~~defined bein ~~brought~~Regulation M, ~~before~~prior to the ~~meeting~~commencement of the distribution. In addition, ~~shall~~the Selling Stockholder will be ~~held~~subject atto aapplicable ~~date~~provisions of the Exchange Act and ~~time~~the ~~fixed~~rules byand regulations thereunder, including Regulation M, which may limit the ~~board~~timing of ~~directors~~purchases and ~~designated~~sales inof the ~~notice~~ ofcommon stock by the ~~meeting~~Selling Stockholder or any other person. ~~Failure~~We will make copies of this prospectus available to ~~hold~~the Selling Stockholder and are informing the ~~annual~~Selling ~~meeting~~Stockholder of ~~stockholders~~the atneed ~~the~~to ~~designated~~deliver ~~time~~a ~~shall~~copy ~~not~~of ~~affect~~this prospectus to each purchaser at or prior to the ~~validity~~time of ~~any action~~the ~~taken~~sale (including by compliance with Rule 172 under the ~~Company~~Securities Act).

Stockholders may participate in meetings by remote communication if the Company implements reasonable measures to verify the identity of each stockholder participating by remote communication and to provide the stockholders a reasonable opportunity to participate and vote, including an opportunity to communicate and read or hear the proceedings in a substantially concurrent manner with the proceedings.

Stockholder Action by Written Consent

Any action required or permitted by the NRS to be taken at a meeting of stockholders may be taken without a meeting if, before or after the action, a written consent to the action is signed by stockholders holding a majority of the voting power of the Company or, if different, the proportion of voting power required to take the action at a meeting of stockholders.

Transfer Agent

The transfer agent for our Class B common stock is Continental Stock Transfer & Trust Co.

Limitation of Liability and Indemnification Matters

Under our Second Amended and Restated Articles of Incorporation, the liability of the directors of the Company for monetary damages are eliminated to the fullest extent permissible under Nevada law. The Company is authorized to provide indemnification to any person through bylaw provisions, agreements with agents, vote of stockholders or disinterested directors or otherwise, subject only to the applicable limits set forth in NRS 78.7502. Our Amended and Restated Bylaws provide that we will indemnify our directors, officers, employees, and agents to the fullest extent permitted under the NRS.

Listing on the Nasdaq

Our Class B common stock is listed on the Nasdaq under the symbol “RR.”

~~DESCRIPTION OF~~Table ~~SECURITIES~~of ~~WE ARE OFFERING~~ Contents

WeSHARES ~~are~~ELIGIBLE ~~offering~~FOR ~~(i)~~FUTURE 14,492,753 shares of our Class B common stock or Pre-Funded Warrants to purchase up to 14,492,753 shares of our Class B common stock and (ii) Warrants to purchase up to an aggregate of 14,492,753 shares of our Class B common stock. Each share of Class B common stock or Pre-Funded Warrant is being sold together with a Warrant to purchase one share of Class B common stock. The shares of Class B common stock or Pre-Funded Warrants and accompanying Warrant will be issued separately. We are also registering the shares of Class B common stock issuable from time to time upon exercise of the Pre-Funded Warrants and Warrants offered hereby.SALE

Market sales of shares of our Class B ~~Common~~common ~~Stock~~stock after this offering and from time to time, and the availability of shares for future sale, may reduce the market price of our Class B common stock. Sales of substantial amounts of our Class B common stock, or the perception that these sales could occur, could adversely affect prevailing market prices for our Class B common stock and could impair our future ability to obtain capital, especially through an offering of equity securities. After the effective date of the registration statement of which this prospectus is a part, all of the shares registered in this offering will be freely tradable without restrictions or further registration under the Securities Act of 1933, unless the shares are purchased by our affiliates, as that term is defined in Rule 144 under the Securities Act.

The material terms and provisions of our Class B common stock are described under the caption “Description of Capital Stock” in this prospectus and are incorporated herein by reference.

Warrants to be Issued in this Offering

The material terms and provisions of the Warrants are summarized below. This summary of some provisions of the Warrants is not complete and is qualified in its entirety by the form of Warrants, which is filed as an exhibit to the registration statement of which this prospectus is a part. Prospective investors should carefully review the terms and provisions of the form of Warrant for a complete description of the terms and conditions of the Warrant.

Duration, Exercise Price and Form. Each Warrant offered hereby will have an exercise price equal to $[ ] per share. The Warrants will be immediately exercisable upon issuance and may be exercised until the five (5) year anniversary of the original issuance date. The exercise price and number of shares of Class B common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting our Class B common stock. The Warrants will be issued separately from the Class B common stock or the Pre-Funded Warrants, as the case may be, and may be transferred separately immediately thereafter. The Warrants will be issued in certificated form only.

No Fractional Shares. No fractional shares of Class B common stock will be issued upon the exercise of Warrants. Rather, the number of shares of Class B common stock to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

Exercise Limitation. The Warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Class B common stock purchased upon such exercise (except in the case of a cashless exercise as discussed below). A holder (together with its affiliates) may not exercise any portion of such holder’s Warrants to the extent that the holder would own more than 4.99% of the outstanding Class B common stock (or at the election of a holder prior to the date of issuance, 9.99%) immediately after exercise, except that upon at least 61 days’ prior notice from the holder to us, the holder may increase the amount of ownership of outstanding stock after exercising the holder’s Warrants up to 9.99% of the number of shares of our Class B common stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants.

Cashless Exercise. If at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the underlying shares to the holder, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Class B common stock determined according to a formula set forth in the Warrants.

~~Fundamental Transactions.~~Table ~~In the event~~ of a fundamental transaction, as described in the Warrants and generally including any reorganization, recapitalization or reclassification of our Class B common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of 50% or more of our outstanding Class B common stock, or any person or group becoming the beneficial owner of 50% or more of the voting power represented by our outstanding Class B common stock, the holders of the Warrants will be entitled to receive upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction. In addition, in certain circumstances, upon a fundamental transaction, the holder of a Warrant will have the right to require us to repurchase its Warrants at the Black-Scholes value; provided, however, that, if the fundamental transaction is not within our control, including not approved by our Board, then the holder will only be entitled to receive the same type or form of consideration (and in the same proportion), at the Black-Scholes value of the unexercised portion of the Warrant that is being offered and paid to the holders of our Class B common stock in connection with the fundamental transaction.Contents

~~Transferability. Subject~~LEGAL ~~to applicable laws, a Warrant may be transferred at the option of the holder upon surrender of the Warrants to us together with the appropriate instruments of transfer.~~MATTERS

~~Rights as~~The avalidity ~~Stockholder.~~of ~~Except as otherwise provided in~~ the ~~Warrants~~issuance ~~or by virtue~~ of the ~~holders’ ownership of shares of~~ Class B common stock, ~~the~~offered ~~holders~~by ofus ~~the~~in ~~Warrants~~this dooffering ~~not~~will ~~have~~be ~~the~~passed ~~rights~~upon orfor ~~privileges~~us ofby ~~holders~~Fennemore ~~of our shares of Class B common stock~~Craig, ~~including any voting rights, until such Warrant holders exercise their Warrants~~P.C.

~~Waivers and Amendments. The Warrants may be modified or amended, or the provisions thereof waived with the written consent of the Company and the respective holder.~~EXPERTS

~~Trading Market~~Our ~~and~~audited ~~Listing.~~consolidated ~~There~~financial isstatements noas ~~established~~of ~~trading~~September 30, ~~market~~2025 ~~for~~and ~~the Warrants~~2024, and wefor dothe ~~not~~two years ~~expect~~then aended ~~market~~have tobeen ~~develop.~~incorporated Weby doreference ~~not intend~~into tothis ~~apply~~prospectus ~~for~~and athe ~~listing~~registration statement of ~~the~~which ~~Warrants~~it onforms ~~any~~a ~~securities~~part ~~exchange~~in orreliance ~~other~~upon ~~nationally~~the ~~recognized~~report ~~trading~~of ~~system.~~Bush & ~~Without~~Associates ~~an active trading market~~CPA, ~~the~~independent ~~liquidity~~registered ofpublic ~~the~~accounting ~~Warrants~~firm ~~will~~and beupon ~~limited.~~the ~~The~~report ~~Class~~of Bsuch ~~common~~firm ~~stock~~given ~~issuable~~ upon ~~exercise~~the authority of ~~the~~said ~~Warrants~~firm isas ~~currently listed~~experts onin ~~The~~accounting ~~Nasdaq~~and ~~Capital Market~~auditing.

~~Pre-Funded Warrants~~WHERE toYOU beCAN ~~Issued~~FIND inMORE ~~this Offering~~INFORMATION

~~The~~We ~~following~~have ~~summary~~filed ofwith ~~certain terms~~the ~~and~~SEC ~~provisions~~a ofregistration ~~the~~statement ~~Pre~~on Form S-~~Funded~~1 ~~Warrants~~under ~~that~~the ~~are~~Securities ~~being~~Act with respect to the shares of Class B common stock offered hereby. isThis prospectus, which constitutes a part of the registration statement, does not ~~complete~~contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and the Class B common stock offered hereby, reference is ~~subject~~made to, the registration statement and ~~qualified~~the exhibits filed therewith. Statements contained in ~~its entirety~~this byprospectus concerning the contents of any contract or any other document are not necessarily complete, please see the ~~provisions~~copy of the ~~Pre-Funded~~contract ~~Warrants,~~or document that has been filed for the ~~form~~complete contents of ~~which~~that iscontract or document. Each statement in this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. The exhibits to the registration statement ofshould ~~which this~~be ~~prospectus~~reviewed ~~forms~~for athe ~~part.~~complete ~~Prospective~~contents ~~investors~~of ~~should~~these ~~carefully~~contracts ~~review~~and documents. A copy of the ~~terms~~registration statement and ~~provisions~~its ofexhibits may be obtained from the ~~form~~SEC upon the payment of ~~Pre-Funded~~fees ~~Warrants for~~prescribed by it. The SEC maintains a ~~complete~~website ~~description~~that ofcontains ~~the~~reports, ~~terms~~proxy and ~~conditions~~information statements and other information regarding registrants that file electronically with the SEC. The address of the ~~Pre-Funded~~website ~~Warrants~~is www.sec.gov.

~~Duration, Exercise~~We ~~Price~~are ~~and~~subject ~~Form.~~to ~~The~~the ~~Pre-Funded~~information ~~Warrants~~and ~~offered~~periodic ~~hereby~~and ~~will~~current ~~have~~reporting anrequirements ~~exercise price~~ of ~~$0.00001~~the ~~per~~Exchange Act, ~~share. The Pre-Funded Warrants will be immediately exercisable upon issuance~~ and ~~may be exercised at any time after their original issuance until such Pre-Funded Warrants are exercised~~ in ~~full.~~accordance ~~The~~therewith, ~~exercise~~file ~~price~~periodic and ~~number~~current ofreports, ~~shares~~proxy ofstatements ~~Class~~and Bother ~~common~~information ~~stock~~with ~~issuable upon exercise are subject to appropriate adjustment in~~ the ~~event~~SEC. The ofregistration ~~stock dividends~~statement, ~~stock~~such ~~splits,~~periodic ~~reorganizations or similar events affecting our shares of Class B common stock. The Pre-Funded Warrants~~ and ~~the~~current ~~Warrants~~reports ~~are immediately separable~~ and ~~will~~other beinformation ~~issued~~can ~~separately in this offering, but must~~ be ~~purchased~~obtained ~~together~~electronically inby ~~this~~means ~~offering.~~of ~~The~~the ~~Pre-Funded~~SEC’s ~~Warrants~~website ~~will~~at ~~be issued in certificated form only~~www.sec.gov.

~~Exercisability. The~~We ~~Pre-Funded~~also ~~Warrants~~maintain ~~will~~a bewebsite ~~exercisable,~~ at ~~the~~www.richtechrobotics.com. ~~option~~you ofmay ~~each~~access ~~holder,~~these inmaterials ~~whole~~at ~~or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of~~ our ~~Class~~website Bfree ~~common stock purchased upon such exercise (except in the case~~ of acharge ~~cashless~~as ~~exercise~~soon as ~~discussed~~reasonably ~~below).~~practicable Aafter ~~holder~~they ~~(together~~are ~~with~~electronically ~~its~~filed ~~affiliates)~~with, ~~may not exercise any portion of the Pre-Funded Warrants to the extent that the holder would own more than 4.99% (~~or atfurnished ~~the election of a holder prior~~ to, the ~~date of issuance, 9~~SEC.~~99%) of~~ ~~the~~Information ~~outstanding~~contained ~~Class B common stock immediately after exercise; provided~~in, ~~however,~~or that ~~upon~~can 61be ~~days’~~accessed ~~notice to us~~through, ~~the~~our ~~holder may~~website ~~increase~~is ornot ~~decrease~~a ~~such~~part ~~beneficial ownership limitation~~of, ~~provided that in no event shall the beneficial ownership limitation exceed 9.99%~~ and ~~any~~is ~~increase in the beneficial ownership limitation will~~ not beincorporated ~~effective~~into, ~~until~~this ~~61 days following notice of such increase from the holder to us~~prospectus.

~~Cashless Exercise.~~Table ~~At the time a holder exercises its Pre-Funded Warrants, in lieu~~ of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of Class B common stock determined according to a formula set forth in the Pre-Funded Warrants.Contents

Fundamental Transactions. In the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our Class B common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of 50% or more of our outstanding Class B common stock, or any person or group becoming the beneficial owner of 50% or more of the voting power represented by our outstanding Class B common stock, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction.

Transferability. Subject to applicable laws, a Pre-Funded Warrant may be transferred at the option of the holder upon surrender of the Pre-Funded Warrants to us together with the appropriate instruments of transfer.

Fractional Shares. No fractional shares of Class B common stock will be issued upon the exercise of the Pre-Funded Warrants. Rather, the number of shares of Class B common stock to be issued will, at our election, either be rounded up to the nearest whole number or we will pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the exercise price.

Trading Market. There is no established trading market for the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for a listing of the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited. The Class B common stock issuable upon exercise of the Pre-Funded Warrants is currently listed on The Nasdaq Capital Market.

Rights as a Stockholder. Except as otherwise provided in the Pre-Funded Warrants or by virtue of the holders’ ownership of shares of Class B common stock, the holders of Pre-Funded Warrants do not have the rights or privileges of holders of our shares of Class B common stock, including any voting rights, until such Pre-Funded Warrant holders exercise their Pre-Funded Warrants.

Waivers and Amendments. The Pre-Funded Warrants may be modified or amended, or the provisions thereof waived with the written consent of the Company and the respective holder.

Placement Agent Warrants

We have also agreed to issue to the Placement Agent, or its designees, as compensation in connection with this offering, warrants to purchase up to 1,014,493 shares of Class B common stock (the “Placement Agent Warrants”). The Placement Agent Warrants will be exercisable immediately and will have substantially the same terms as the Warrants described above, except that the Placement Agent Warrants will have an exercise price of $1.725 per share (representing 125% of the assumed combined public offering price per share and accompanying Warrant) and a termination date that will be five (5) years from the commencement of the sales pursuant to this offering. See “Plan of Distribution” below.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

The following is a summary of the material U.S. federal income tax considerations arising from and relating to the acquisition, ownership and disposition of the common shares acquired pursuant to this prospectus, the exercise, disposition, and lapse of Warrants acquired pursuant to this prospectus (the “Public Warrants”), and the acquisition, ownership, and disposition of common shares received upon exercise of the Public Warrants (the “Warrant Shares”), the ownership, exercise and disposition of Pre-Funded Warrants acquired pursuant to this prospectus and the common shares received upon the exercise of the Pre-Funded Warrants. The common shares, Public Warrants, Warrant Shares and Pre-Funded Warrants may be referred to in this summary as the “securities.”

This discussion is limited to certain U.S. federal income tax considerations to beneficial owners of our securities who are initial purchasers of our common shares and Warrants pursuant to this offering and hold our securities as capital assets within the meaning of Section 1221(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) (generally, property held for investment). This discussion assumes that the common shares and warrants will trade separately and that any distributions made (or deemed made) by us on the common shares and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of our securities will be in U.S. dollars. This discussion is a summary only and does not consider all aspects of U.S. federal income taxation that may be relevant to the acquisition, ownership and disposition of our securities by a prospective investor in light of its particular circumstances or that is subject to special rules under the U.S. federal income tax laws, including, but not limited to:

● banks and other financial institutions or financial services entities;

● broker-dealers;

● mutual funds;

● retirement plans, individual retirement accounts or other tax-deferred accounts;

● taxpayers that are subject to the mark-to-market tax accounting rules;

● tax-exempt entities;

● S-corporations, partnerships or other flow-through entities and investors therein;

● governments or agencies or instrumentalities thereof;

● insurance companies;

● regulated investment companies;

● real estate investment trusts;

● passive foreign investment companies;

● controlled foreign corporations;

● qualified foreign pension funds;

● expatriates or former long-term residents of the United States;

● persons that actually or constructively own five percent or more of our voting shares;

● persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation or in connection with services;

● persons required for U.S. federal income tax purposes to conform the timing of income accruals to their financial statements under Section 451 of the Code;

● persons subject to the alternative minimum tax;

● persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated or similar transaction; or

● U.S. Holders (as defined below) whose functional currency is not the U.S. dollar.

The discussion below is based upon current provisions of the Code, applicable U.S. Treasury regulations promulgated under the Code (“Treasury Regulations”), judicial decisions and administrative rulings of the Internal Revenue Service (“IRS”), all as in effect on the date hereof, and all of which are subject to differing interpretations or change, possibly on a retroactive basis. Any such differing interpretations or change could alter the U.S. federal income tax consequences discussed below. Furthermore, this discussion does not address any aspect of U.S. federal non-income tax laws, such as gift, estate or Medicare contribution tax laws, or state, local or non-U.S. tax laws.

We have not sought, and will not seek, a ruling from the IRS as to any U.S. federal income tax consequence described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

As used herein, the term “U.S. Holder” means a beneficial owner of our securities that is for U.S. federal income tax purposes: (i) an individual who is a citizen or resident of the United States, (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source or (iv) a trust if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust, or (B) it has in effect a valid election under Treasury Regulations to be treated as a United States person.

This discussion does not consider the tax treatment of partnerships or other pass-through entities (including branches) or persons who hold our securities through such entities. If a partnership (or other entity or arrangement classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and the partnership. If you are a partner or a partnership holding our securities, we urge you to consult your own tax advisor.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES. EACH PROSPECTIVE INVESTOR IN OUR SECURITIES IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, AND NON-UNITED STATES TAX LAWS.

Treatment of Pre-Funded Warrants

Although it is not entirely free from doubt, applicable authority indicates that, and we intend to take the position that, the Pre-Funded Warrants should be treated as a separate class of our common shares for U.S. federal income tax purposes and a U.S. Holder of Pre-Funded Warrants should generally be taxed in the same manner as a holder of common shares except as described below. Accordingly, no gain or loss should be recognized upon the exercise of a Pre-Funded Warrant and, upon exercise, the holding period of the common shares received upon exercise of the Pre-Funded Warrant should include the holding period of the a Pre-Funded Aarrant. The tax basis of the Pre-Funded Warrant should carry over to the common shares received upon exercise, increased by the exercise price of $0.00001 per share. However, such characterization is not binding on the IRS, and the IRS may treat the Pre-Funded Warrants as warrants to acquire common shares. If so, the amount and character of a U.S. Holder’s gain with respect to an investment in Pre-Funded Warrants could change. Accordingly, each U.S. Holder should consult its own tax advisor regarding the risks associated with the acquisition of a Pre-Funded Warrant pursuant to this prospectus (including potential alternative characterizations). The balance of this discussion generally assumes that the characterization described above is respected for U.S. federal income tax purposes.

U.S. Federal Income Tax Consequences of the Acquisition of a Combination of Common Share or Pre-Funded Warrant and Public Warrant

The purchase price for each combination of a common share and a Public Warrant will be allocated between these two components in proportion to their relative fair market values at the time such securities are purchased by the U.S. Holder. This allocation of the purchase price for each such combination will establish a U.S. Holder’s initial tax basis for U.S. federal income tax purposes in the common share and a Public Warrant that comprise each such combination. For U.S. federal income tax purposes, each holder of our commons shares and Public Warrants must allocate the purchase price paid by such holder for such securities between the one of our common shares and the one Public Warrant based on the relative fair market value of each at the time of issuance. Under U.S. federal income tax law, each investor must make its own determination of such value based on all the relevant facts and circumstances. The price allocated to each common share and one Public Warrant should constitute the holder’s initial tax basis in such share and Public Warrant, respectively.

The purchase price for each combination of a Pre-Funded Warrant and a Public Warrant will be allocated between these two components in proportion to their relative fair market values at the time such securities are purchased by the U.S. Holder. For U.S. federal income tax purposes, each holder of our Pre-Funded Warrants and Public Warrants must allocate the purchase price paid by such holder for such securities between the one of our Pre-Funded Warrants and the one Public Warrant based on the relative fair market value of each at the time of issuance. Under U.S. federal income tax law, each investor must make its own determination of such value based on all the relevant facts and circumstances. The price allocated to each Pre-Funded Warrant and one Public Warrant should constitute the holder’s initial tax basis in such Pre-Funded Warrant and Public Warrant, respectively.

The foregoing treatment of our common shares, Pre-Funded Warrants and Public Warrants and a holder’s purchase price allocation are not binding on the IRS or the courts. No assurance can be given that the IRS or the courts will agree with the characterization described above or the discussion below. Accordingly, each prospective investor is urged to consult its tax advisor regarding the tax consequences of an investment in our securities. The balance of this discussion assumes that the characterization of the securities described above is respected for U.S. federal income tax purposes.

U.S. Holders

Taxation of Distributions

If we pay distributions in cash or other property (other than certain distributions of our stock or rights to acquire our stock) to U.S. Holders of our common shares, such distributions will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our common shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the shares of our common shares and will be treated as described under “U.S. Holders — Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Shares, Pre-Funded Warrants and Public Warrants” below.

Dividends we pay to a corporate U.S. Holder generally will qualify for the dividends received deduction if certain holding period requirements are met. With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder will generally be taxed as qualified dividend income at the preferential tax rate for long-term capital gains.

Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Shares, Pre-Funded Warrants and Public Warrants

A U.S. Holder generally will recognize capital gain or loss on a sale or other taxable disposition of our common shares, Pre-Funded Warrants or Public Warrants. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for such common shares, Pre-Funded Warrants or Public Warrants exceeds one year. Long-term capital gains recognized by a non-corporate U.S. holder are currently eligible to be taxed preferential rates. The deductibility of capital losses is subject to limitations.

The amount of gain or loss recognized on a sale or other taxable disposition generally will be equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in our common shares or warrants so disposed of. A U.S. Holder’s adjusted tax basis in our common shares and warrants generally will equal the U.S. Holder’s acquisition cost reduced, in the case of our common shares, by any prior distributions treated as a return of capital. See “U.S. Holders—Exercise, Lapse or Redemption of a Warrant” below for a discussion regarding a U.S. Holder’s tax basis in a common shares acquired pursuant to the exercise of a warrant.

Exercise or Lapse of a Public Warrant

Except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize gain or loss upon the acquisition of a common share on the exercise of a warrant for cash. A U.S. Holder’s initial tax basis in a common share received upon exercise of the warrant generally will equal the sum of the U.S. Holder’s initial investment in the warrant (that is, the portion of the U.S. Holder’s purchase price that is allocated to the warrant, as described above under “—U.S. Federal Income Tax Consequences of the Acquisition of a Combination of Common Share or Pre-Funded Warrant and Public Warrant”) and the exercise price of such warrant. It is unclear whether a U.S. Holder’s holding period for a warrant share received upon exercise of the warrants will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period will not include the period during which the U.S. Holder held the warrant. If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant.

The tax consequences of a cashless exercise of a warrant are not clear under current law. A cashless exercise may not be taxable, either because the exercise is not a realization event or because the exercise is treated as a “recapitalization” for U.S. federal income tax purposes. In either situation, a U.S. Holder’s tax basis in our common shares received generally would equal the U.S. Holder’s tax basis in the warrants exercised therefor. If the cashless exercise were not a realization event, it is unclear whether a U.S. Holder’s holding period for our common shares will commence on the date of exercise of the warrant or the day following the date of exercise of the warrant. If the cashless exercise were treated as a recapitalization, the holding period of our common shares would include the holding period of the warrants exercised therefor.

It is also possible that a cashless exercise could be treated in whole or in part as a taxable exchange in which gain or loss would be recognized. In such event, a U.S. Holder could be deemed to have surrendered a number of warrants having an aggregate value (as measured by the excess of the fair market value of our common shares over the exercise price of the warrants) equal to the exercise price for the total number of warrants to be exercised (i.e., the warrants underlying the number of our common shares actually received by the U.S. Holder pursuant to the cashless exercise). The U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the value of the warrants deemed surrendered and the U.S. Holder’s tax basis in such warrants. Such gain or loss would be long-term or short-term, depending on the U.S. Holder’s holding period in the warrants deemed surrendered. In this case, a U.S. Holder’s tax basis in our common shares received would equal the sum of the U.S. Holder’s tax basis in the warrants exercised and the exercise price of such warrants. It is unclear whether a U.S. Holder’s holding period for the common shares would commence on the date following the date of exercise or on the date of exercise of the warrant; in either case, the holding period would not include the period during which the U.S. Holder held the warrant.

Alternative characterizations are also possible (including as a taxable exchange of all of the warrants surrendered by the U.S. Holder for our common shares received upon exercise). Due to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s holding period would commence with respect to the common shares received, there can be no assurance which, if any, of the alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S. Holders should consult their tax advisors regarding the tax consequences of a cashless exercise.

Possible Constructive Distributions

Depending on the circumstances, certain adjustments to the warrants may be treated as constructive distributions. An adjustment which has the effect of preventing dilution pursuant to a bona fide reasonable adjustment formula generally is not taxable. The U.S. Holders of the warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of our common shares that would be obtained upon exercise or through a decrease to the exercise price) as a result of a taxable distribution of cash or other property to the holders of our common shares. Any such constructive distribution would generally be subject to tax as described under “U.S. Holders—Taxation of Distributions” above in the same manner as if the U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of such increased interest resulting from the adjustment.

Non-U.S. Holders

This section applies to “Non-U.S. Holders.” As used herein, the term “Non-U.S. Holder” means a beneficial owner of our common shares or warrants that is not a U.S. Holder and is not a partnership or other entity classified as a partnership for U.S. federal income tax purposes, but such term generally does not include an individual who is present in the United States for 183 days or more in the taxable year of disposition. If you are such an individual, you should consult your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other disposition of our securities.

Taxation of Distributions

In general, any distributions (including constructive distributions) we make to a Non-U.S. Holder of shares of our common shares, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes. Provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a Non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from warrants or other property subsequently paid or credited to such holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in our common shares and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of our common shares, which will be treated as described under “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants” below. In addition, if we determine that we are or are likely to be classified as a “United States real property holding corporation” (see “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Class A Common Stock and Warrants” below), we will withhold 15% of any distribution that exceeds our current and accumulated earnings and profits, including a distribution in redemption of our common shares. See also “Non-U.S. Holders — Possible Constructive Distributions” for potential U.S. federal tax consequences with respect to constructive distributions.

Dividends that we pay to a Non-U.S. Holder that are effectively connected with such Non-U.S. Holder’s conduct of a trade or business within the United States will not be subject to U.S. withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident, unless an applicable income tax treaty provides otherwise. A Non-U.S. Holder that is a foreign corporation receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).

Exercise, Lapse or Redemption of a Warrant

The U.S. federal income tax treatment of a Non-U.S. Holder’s exercise of a warrant, or the lapse of a warrant held by a Non-U.S. Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder, as described under “U.S. Holders — Exercise, Lapse or Redemption of a Warrant” above, although to the extent a cashless exercise results in a taxable exchange, the consequences would be similar to those described below under “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Common Shares and Warrants.” The U.S. federal income tax treatment for a Non-U.S. Holder of a redemption of warrants for cash (or if we purchase warrants in an open market transaction) would be similar to that described below in “Non-U.S. Holders — Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Shares and Warrants.”

Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our Common Shares and Warrants

Subject to the discussion of FATCA and backup withholding below, a Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our common shares (including upon a dissolution and liquidation if we do not complete an initial business combination within the required time period) or warrants (including an expiration or redemption of our warrants), unless:

● the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a permanent establishment or fixed base maintained by the Non-U.S. Holder in the United States); or

● we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our common shares, and, in the case where shares of our common shares are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our common shares at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for our common shares. There can be no assurance that our common shares will be treated as regularly traded on an established securities market for this purpose. These rules may be modified for Non-U.S. Holders of warrants. If we are or have been a “United States real property holding corporation” and you own warrants, you are urged to consult your own tax advisor regarding the application of these rules.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will generally be subject to tax at the applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. Holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower treaty rate).

If the second bullet point above applies to a Non-U.S. Holder, gain recognized by such holder on the sale, exchange or other disposition of our common shares or warrants will generally be subject to tax at applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. In addition, a buyer of our common shares or warrants from such holder may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition. We cannot determine whether we will be a United States real property holding corporation in the future. In general, we would be classified as a United States real property holding corporation if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes.

Possible Constructive Distributions

Depending on the circumstances, certain adjustments to the warrants may be treated as constructive distributions. An adjustment which has the effect of preventing dilution pursuant to a bona fide reasonable adjustment formula generally is not taxable. The Non-U.S. Holders of the warrants would, however, be treated as receiving a constructive distribution from us if, for example, the adjustment increases the warrant holders’ proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of our common shares that would be obtained upon exercise or through a decrease to the exercise price) as a result of a taxable distribution of cash or other property to the holders of shares of our common shares. Any such constructive distribution would generally be taxed as described under “Non-U.S. Holders — Taxation of Distributions” above, in the same manner as if the Non-U.S. Holders of the warrants received a cash distribution from us equal to the fair market value of such increased interest resulting from the adjustment.

Information Reporting and Backup Withholding

Dividend payments (including constructive dividends) with respect to our common shares and proceeds from the sale, exchange or redemption of shares of our common shares or warrants may be subject to information reporting to the IRS and possible United States backup withholding. Backup withholding will not apply, however, to payments made to a U.S. Holder who furnishes a correct taxpayer identification number and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status. Payments made to a Non-U.S. Holder generally will not be subject to backup withholding if the Non-U.S. Holder provides certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules may be credited against a holder’s U.S. federal income tax liability, and a holder generally may obtain a refund of any excess amounts withheld by timely filing the appropriate claim for refund with the IRS and furnishing any required information. All holders should consult their tax advisors regarding the application of information reporting and backup withholding to them.

FATCA Withholding Taxes

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding of 30% in certain circumstances on payments of dividends (including constructive dividends) and, subject to the proposed Treasury Regulations discussed below, on proceeds from sales or other disposition of our securities paid to “foreign financial institutions” (which is broadly defined for this purpose and includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Similarly, dividends and, subject to the proposed Treasury Regulations discussed below, proceeds from sales or other disposition in respect of our securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions generally will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of the Treasury. The U.S. Department of the Treasury has proposed regulations which eliminate the federal withholding tax of 30% applicable to the gross proceeds of a sale or other disposition of our securities. Withholding agents may rely on the proposed Treasury Regulations until final regulations are issued. Prospective investors should consult their tax advisors regarding the possible effects of FATCA on their investment in our securities.

THE U.S. FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER’S PARTICULAR SITUATION. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, ESTATE, NON-U.S. AND OTHER TAX LAWS AND TAX TREATIES AND THE POSSIBLE EFFECTS OF CHANGES IN U.S. OR OTHER TAX LAWS.

PLAN OF DISTRIBUTION

Pursuant to an engagement agreement dated August 4, 2024 (the “Engagement Agreement”), we have engaged the Placement Agent to act as our exclusive Placement Agent to solicit offers to purchase the shares of Class B common stock, Warrants and Pre-Funded Warrants. The Placement Agent is not purchasing or selling any such securities, nor is it required to arrange for the purchase and sale of any specific number or dollar amount of such securities, other than to use its “reasonable best efforts” to arrange for the sale of such securities by us. Therefore, we may not sell all of the shares of Class B common stock, the Warrants and the Pre-Funded Warrants being offered. The terms of this offering were subject to market conditions and negotiations between us, the Placement Agent and prospective investors. The Placement Agent will have no authority to bind us by virtue of the Engagement Agreement. This is a reasonable best efforts offering and there is no minimum offering amount required as a condition to the closing of this offering. The Placement Agent may retain sub-agents and selected dealers in connection with this offering.

Investors purchasing the securities offered hereby will have the option to execute a securities purchase agreement with us. In addition to rights and remedies available to all purchasers in this offering under federal securities and state law, the purchasers which enter into a securities purchase agreement will also be able to bring claims of breach of contract against us. The ability to pursue a claim for breach of contract is material to larger purchasers in this offering as a means to enforce the following covenants uniquely available to them under the securities purchase agreement: (i) a covenant to not enter into variable rate financings for a period of six (6) months following the closing of the offering, subject to certain exceptions; and (ii) a covenant to not enter into any equity financings for ninety (90) days from closing of the offering, subject to certain exceptions.

The nature of the representations, warranties and covenants in the securities purchase agreements shall include:

● standard issuer representations and warranties on matters such as organization, qualification, authorization, no conflict, no governmental filings required, current in SEC filings, no litigation, labor or other compliance issues, environmental, intellectual property and title matters and compliance with various laws such as the Foreign Corrupt Practices Act; and

● covenants regarding matters such as registration of warrant shares, no integration with other offerings, filing of a Current Report on Form 8-K to disclose entering into the securities purchase agreements, no stockholder rights plans, no material nonpublic information, use of proceeds, indemnification of purchasers, reservation and listing of shares of Class B common stock, and no subsequent equity sales for ninety (90) days.

Delivery of the shares of the shares of Class B common stock, the Warrants and the Pre-Funded Warrants offered hereby is expected to occur on or about [ ], 2024, subject to satisfaction of certain customary closing conditions.

Fees and Expenses

We have agreed to pay the Placement Agent a total cash fee equal to 7.0% of the gross proceeds raised in this offering. We will also pay the Placement Agent $35,000 for non-accountable fees and expenses, $100,000 for the fees and expenses of the Placement Agent’s legal counsel and other out-of-pocket expenses and up to $15,950 for the Placement Agent’s clearing expenses.

Placement Agent Warrants

In addition, we have agreed to issue to the Placement Agent, or its designees, as compensation in connection with this offering, the Placement Agent Warrants to purchase up to that number of shares of our Class B common stock equal to 7% of the aggregate number of shares of Class B common stock (including the shares of Class B common stock issuable upon the exercise of the Pre-Funded Warrants ) issued in this offering at an exercise price of $1.725 per share (equal to 125% of the assumed combined public offering price per share of Class B common stock and accompanying Warrant). The Placement Agents Warrants will be exercisable upon issuance and will terminate on the five (5) year anniversary of commencement of sales in this offering. The Placement Agent Warrants are registered by the registration statement of which this prospectus is a part. The form of the Placement Agent Warrants is included as an exhibit to the registration statement of which this prospectus forms a part.

The Placement Agent Warrants provide for customary anti-dilution provisions (for stock dividends, splits and recapitalizations and the like) consistent with FINRA Rule 5110. Pursuant to FINRA Rule 5110(e), the Placement Agent Warrants and any shares issuable thereunder shall not be sold, transferred, assigned, pledged, or hypothecated, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of the securities by any person for a period of 180 days immediately following the date of commencement of sales of this offering, except the transfer of any security: (i) by operation of law or by reason of reorganization of the Company; (ii) to any FINRA member firm participating in the offering and the officers, partners, registered persons or affiliates thereof, if all securities so transferred remain subject to the lock-up restriction set forth above for the remainder of the time period; (iii) if the aggregate amount of our securities held by the Placement Agent persons does not exceed 1% of the securities being offered; (iv) that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating member manages or otherwise directs investments by the fund and the participating members in the aggregate do not own more than 10% of the equity in the fund; (v) the exercise or conversion of any security, if all securities remain subject to the lock-up restriction set forth above for the remainder of the time period; (vi) if we meet the registration requirements of Forms S-3, F-3 or F-10; or (vii) back to us in a transaction exempt from registration under the Securities Act.

We estimate the total expenses of this offering paid or payable by us, exclusive of the Placement Agent’s cash fee of 7% of the gross proceeds and expenses, will be approximately $385,925. After deducting the fees due to the Placement Agent and our estimated expenses in connection with this offering, we expect the net proceeds from this offering will be approximately $18 million (based on an assumed combined public offering price per share of Class B common stock and accompanying Warrant of $1.38 which was the last reported sales price of our Class B common stock on Nasdaq on August 23, 2024).

The following table shows the per share and accompanying Warrant, per Pre-Funded Warrant and accompanying Warrant and total cash fees we will pay to the Placement Agent in connection with the sale of the Class B common stock, the Warrants and the Pre-Funded Warrants pursuant to this prospectus.

Per Class B Share and Warrant Per Pre-Funded Warrant and Warrant Total Combined public offering price Placement Agent’s fees Proceeds to us, before expenses

Indemnification

We have agreed to indemnify the Placement Agent against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained in our Engagement Agreement with the Placement Agent. We have also agreed to contribute to payments the Placement Agent may be required to make in respect of such liabilities.

In addition, we will indemnify the purchasers of securities in this offering against liabilities arising out of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by us in the securities purchase agreement or related documents or (ii) any action instituted against a purchaser by a third party (other than a third party who is affiliated with such purchaser) with respect to the securities purchase agreement or related documents and the transactions contemplated thereby, subject to certain exceptions.

Lock-up Agreements

We have agreed to a covenant to not enter into any subsequent equity sales for ninety (90) days. Each of our officers and directors have agreed to be subject to a lock-up period of sixty (60) days following the date of closing of the offering pursuant to this prospectus. This means that, during the applicable lock-up period, we and such persons may not offer for sale, contract to sell, sell, distribute, grant any option, right or warrant to purchase, pledge, hypothecate or otherwise dispose of, directly or indirectly, any of our shares of Class B common stock or any securities convertible into, or exercisable or exchangeable for, shares of Class B common stock, subject to customary exceptions. The Placement Agent may waive the terms of these lock-up agreements in its sole discretion and without notice. In addition, we have agreed to not issue any securities that are subject to a price reset based on the trading prices of our Class B common stock or upon a specified or contingent event in the future or enter into any agreement to issue securities at a future determined price for a period of six (6) months following the closing date of this offering, subject to certain exceptions. The Placement Agent may waive this prohibition in its sole discretion and without notice.

Tail

We have also agreed to pay the Placement Agent a tail fee equal to the cash and warrant compensation in this offering, if any investor, subject to certain exceptions, who was brought over-the-wall by the Placement Agent or its affiliates or had back and forth contact with the Placement Agent or its affiliates about us during the term of its engagement, provides us with capital in any public or private offering or other financing or capital raising transaction during the twelve (12) month period following expiration or termination of the Engagement Agreement, subject to certain exceptions.

Other Relationships

From time to time, the Placement Agent may provide in the future various advisory, investment and commercial banking and other services to us in the ordinary course of business, for which they have received and may continue to receive customary fees and commissions. However, except as disclosed in this prospectus, we have no present arrangements with the Placement Agent for any further services.

In addition, in the ordinary course of their business activities, the Placement Agent and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates. The Placement Agent and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Except as disclosed in this prospectus, we have no present arrangements with the Placement Agent for any further services.

Regulation M Compliance

The Placement Agent may be deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act, and any commissions received by it and any profit realized on the sale of our securities offered hereby by it while acting as principal might be deemed to be underwriting discounts or commissions under the Securities Act. The Placement Agent will be required to comply with the requirements of the Securities Act and the Exchange Act, including, without limitation, Rule 10b-5 and Regulation M under the Exchange Act. These rules and regulations may limit the timing of purchases and sales of our securities by the Placement Agent. Under these rules and regulations, the Placement Agent may not (i) engage in any stabilization activity in connection with our securities; and (ii) bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until they have completed their participation in the distribution.

Listing and Transfer Agent

Our Class B common stock is listed on Nasdaq and trades under the symbol “RR.” The transfer agent for our Class B common stock is Continental Stock Transfer & Trust Company. There is no established public trading market for the Warrants or the Pre-Funded Warrants, and we do not plan on making an application to list the Warrants or the Pre-Funded Warrants on Nasdaq, any national securities exchange or other nationally recognized trading system. We will act as the registrar and transfer agent for the Warrants and the Pre-Funded Warrants.

Electronic Distribution

This prospectus in electronic format may be made available on websites or through other online services maintained by the Placement Agent, or by its affiliates. Other than this prospectus in electronic format, the information on the Placement Agent’s website and any information contained in any other website maintained by the Placement Agent is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the Placement Agent in its capacity as a Placement Agent, and should not be relied upon by investors.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” the information we file with them. This means that we can disclose important information to you by referring you to those documents instead of having to repeat the information in this document. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (1) after the date of the initial registration statement, as amended, and prior to effectiveness of the registration statement, and (2) after the date of this prospectus and prior to the termination of this offering. Such information will automatically update and supersede the information contained in this prospectus and the documents listed below:

(a) Our Annual Report on Form 10-K for the year ended September 30, ~~2023~~2025 filed with the SEC on January 11 20, ~~2024 (as amended by Amendment No. 1 to Annual Report on Form 10-K/A on March 27, 2024)~~2026;

(b) Our Quarterly ~~Reports~~Report on Form 10-Q for the ~~quarters~~quarter ended December 31, ~~2023,~~2025 ~~March 31, 2024 and June 30, 2024~~ filed with the SEC on February 14 12, ~~2024,~~2026; ~~May 15, 2024~~ and ~~August 15, 2024, respectively;~~

(cb) Our Current Reports on Form 8-K filed with the SEC on ~~November 22~~October 1, ~~2023~~2025, ~~December 29~~November 4, ~~2023~~2025, ~~February 21~~November 17, ~~2024 (as amended by Current Report on Form 8-K/A on March 15~~2025, ~~2024)~~December 5, ~~March~~2025 ~~15, 2024, March 22, 2024~~ and ~~April 23~~January 30, ~~2024; and~~2026.

(d) The description of our Class B common stock, which is contained in the Registration Statement on Form 8-A, filed with the SEC on November 13, 2023, and including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be incorporated by reference into the prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement.

Notwithstanding the foregoing, information that we elect to furnish, but not file, or have furnished, but not filed, with the SEC in accordance with SEC rules and regulations is not incorporated into this registration statement, shall not be deemed “filed” under the Securities Act, and does not constitute a part hereof.

We will provide to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, a copy of any or all of the information that we have incorporated by reference into this prospectus but not delivered with this prospectus. We will provide this information upon written or oral request at no cost to the requester. You may request this information by contacting our corporate headquarters at the following address: ~~4175~~2975 ~~Cameron~~Lincoln ~~St Ste 1~~Rd, Las Vegas, NV ~~89103~~89115, Attn: Zhenqiang (Michael) Huang, or by calling (866) 236-3835 or at the following email address: ir@richtechrobotics.com. We maintain a website at www.richtechrobotics.com. You may access our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act with the SEC free of charge at our website as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus.

3625

~~WHERE YOU~~Table ~~CAN~~of ~~FIND MORE INFORMATION~~Contents

~~We have~~ ~~filed~~You ~~with~~should ~~the~~rely ~~SEC~~only ~~a registration statement~~ on ~~Form S-1 under~~ the ~~Securities Act with respect to the shares of Class B common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the~~ information ~~set~~ forth in the registration statement or the exhibits filed therewith. For further information about us and the Class B common stock offered hereby, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this ~~prospectus~~ ~~concerning the contents of any contract or any other~~ document ~~are not necessarily complete, please see the copy of the contract or document that has been filed for the complete contents of that contract or document~~. ~~Each~~We ~~statement~~have innot ~~this~~authorized ~~prospectus~~anyone ~~relating~~ to a ~~contract~~provide oryou ~~document~~with ~~filed~~information asthat ~~an exhibit~~ is ~~qualified in all respects by the filed exhibit~~different. ~~The~~This ~~exhibits~~document tomay ~~the~~only ~~registration statement should~~ be ~~reviewed~~used ~~for~~where ~~the~~it ~~complete~~is ~~contents~~legal ofto sell these ~~contracts and documents~~securities. ~~A copy of the registration statement and its exhibits may be obtained from the SEC upon the payment of fees prescribed by it.~~ The ~~SEC maintains a website that contains reports, proxy and~~ information ~~statements~~in ~~and~~this ~~other~~document ~~information~~may ~~regarding~~only ~~registrants~~be ~~that~~accurate ~~file~~on ~~electronically with~~ the ~~SEC. The~~date ~~address~~ of ~~the~~this ~~website is www~~document.~~sec.gov.~~

~~We are~~Additional ~~subject~~risks toand ~~the~~uncertainties ~~information~~not ~~and~~presently ~~periodic~~known ~~and~~or ~~current~~that ~~reporting~~are ~~requirements~~currently ofdeemed ~~the~~immaterial ~~Exchange Act,~~may ~~and~~also inimpair ~~accordance~~our ~~therewith, file~~business ~~periodic~~operations. The risks and ~~current~~uncertainties ~~reports,~~described ~~proxy~~in ~~statements~~this document and other ~~information~~risks ~~with~~and uncertainties which we may face in the ~~SEC~~future will have a greater impact on those who purchase our Class B common stock. These purchasers will purchase our Class ~~The~~B ~~registration~~common ~~statement,~~stock ~~such~~at ~~periodic and~~the ~~current~~market ~~reports~~price ~~and~~or ~~other~~at ~~information~~a ~~can~~privately benegotiated ~~obtained~~price ~~electronically~~and bywill ~~means~~run the risk of ~~the~~losing ~~SEC’s~~their ~~website~~entire ~~at www~~investment.~~sec.gov.~~

~~We also maintain a website at www.richtechrobotics.com. you may access these materials at our website free of charge as soon as reasonably practicable after they are electronically filed with~~8, ~~or furnished to~~500, ~~the SEC.~~000 ~~Information contained in, or that can be accessed through, our website is not a part of, and is not incorporated into, this prospectus.~~Shares

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by Ellenoff Grossman & Schole LLP, New York, NY. Certain legal matters will be passed upon for the Placement Agent by Haynes and Boone, LLP, New York, New York.

EXPERTS

Our audited consolidated financial statements as of September 30, 2023 and 2022 and for the two years then ended have been incorporated by reference into this prospectus and the registration statement of which it forms a part in reliance upon the report of Bush & Associates CPA, independent registered public accounting firm and upon the report of such firm given upon the authority of said firm as experts in accounting and auditing.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

In the opinion of the SEC, indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act and is, therefore, unenforceable. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Up to 14,492,753 Shares of Class B Common Stock

Pre-funded Warrants to Purchase up to 14,492,753 Shares of Class B Common Stock

Warrants to Purchase up to 14,492,753 Shares of Class B Common Stock

Placement Agent Warrants to Purchase up to 1,014,493 Shares of Class B Common Stock

Up to 29,999,999 Shares of Class B Common Stock Issuable Upon Exercise of the Pre-Funded Warrants, Warrants and Placement Agent Warrants

RICHTECH ROBOTICS INC.

~~PRELIMINARY PROSPECTUS~~Class B common stock

~~Rodman & Renshaw LLC~~_______________________________

~~The date~~RESALE ~~of this prospectus is , 2024.~~PROSPECTUS

~~PART II~~_______________________________

~~INFORMATION NOT~~____________, ~~REQUIRED IN PROSPECTUS~~2026

~~Item~~Table ~~13. Other Expenses~~ of ~~Issuance and Distributions~~Contents

~~The following~~PART II — INFORMATION ~~table~~NOT ~~indicates~~REQUIRED ~~the~~IN expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the SEC registration fee.PROSPECTUS

SEC registration fee	$	6,162.30
FINRA filing fee	$	6,762.50
Accounting fees and expenses	$	6,000
Legal fees and expenses	$	350,000
Miscellaneous	$	16,000
Total	$	384,924.8

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth an itemized statement of the amounts of all expenses (excluding underwriting discounts and commissions and non-accountable expense allowance) payable by us in connection with the registration of the common stock offered hereby. With the exception of the SEC registration fee, the FINRA filing fee and the Nasdaq initial listing fee, the amounts set forth below are estimates.

SEC registration fee	$	1,173.85
Accounting fees and expenses	$	6,000
Legal fees and expenses	$	100,000
Total	$	107,173.85

Item 14. Indemnification of Directors and Officers

The Company’s ~~Second~~second ~~Amended~~amended and ~~Restated~~restated ~~Articles~~articles of ~~Incorporation~~incorporation and ~~Amended~~second amended and ~~Restated~~restated ~~Bylaws~~bylaws limit the directors’ liability and may indemnify directors and officers to the fullest extent permitted under the Nevada Revised Statutes (“NRS”) NRS 78.7502-NRS 78.751.

Nevada law, NRS 78.138, provides that the Company’s directors and officers will not be personally liable to us, our stockholders or our creditors for damages for any act or omission in his or her capacity as a director or officer other than in circumstances where the director or officer breaches his or her fiduciary duty to us or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation of law and the trier of fact determines that the presumption that he or she acted in good faith, on an informed basis and with a view to the interests of the corporation has been rebutted, or with respect to payment of dividends in violation of the NRS. While Nevada law allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors and officers, our second amended and restated articles of incorporation does not provide for greater liability of our officers and directors than is provided under Nevada law.

Nevada law allows a corporation to indemnify officers and directors for actions pursuant to which a director or officer either would not be liable pursuant to the limitation of liability provisions of Nevada law or where he or she acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to our best interests, and, in the case of an action not by or in the right of the corporation and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

As permitted by Nevada law or our second amended and restated articles of incorporation, our second amended and restated bylaws (a) include provisions that eliminate the personal liability of our directors or officers for damages resulting from certain breaches of fiduciary duties as a director or officer; (b) require the Company to indemnify and hold harmless any officer or director against all expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding (including, without limitation, an action, suit or proceeding by or in the right of the company), whether civil, criminal, administrative, or investigative; and (c) require us to advance expenses of the indemnitee as such expenses are incurred upon receipt of an undertaking by or on behalf of the indemnitee to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Company.

The effect of these provisions is to restrict our rights and the rights of our stockholders in derivative suits to recover damages against a director or officer for breach of fiduciary duties as a director or officer. In addition, the Company pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

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These limitations of liability do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive relief or recession.

We have obtained a directors’ and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their capacities as directors and officers.

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Item 15. Recent Sales of Unregistered Securities

During the past three years, we have issued and sold the securities described below without registering the securities under the Securities Act. None of these transactions involved any underwriters’ underwriting discounts or commissions, or any public offering. We believe that each of the following issuances to private placement investors was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering. No underwriters were involved in these issuances of securities.

On September 1, 2021, Richtech Creative Displays LLC issued 120 member units in the Company to Zhenwu (Wayne) Huang upon the conversion of a convertible promissory note. On September 1, 2021, Richtech Creative Displays LLC issued 120 member units in the Company to Zhenqiang (Michael) Huang upon the conversion of a convertible promissory note. On September 1, 2021, Richtech Creative Displays LLC issued 88 member units in the Company to Zhenwu (Wayne) upon the conversion of a convertible promissory note. On September 1, 2021, Richtech Creative Displays LLC issued 171.2 member units in the Company to Zhenwu (Wayne) Huang upon the conversion of a convertible promissory note.

Richtech Creative Displays LLC was converted to Richtech Robotics Inc in June 2022 and issued an aggregate of 10,000,000 shares of common stock in exchange for the member units of the limited liability company as illustrated below:

Name	Number of Shares		Consideration
Zhenqiang Huang		1,973,000	Exchanging 120 member units in Richtech Creative Displays LLC, a Nevada limited liability company
Zhenwu Huang		7,877,000	Exchanging 479.2 member units in Richtech Creative Displays LLC, a Nevada limited liability company
Renmeng LLC, a Nevada limited liability company		150,000	Exchanging 9.15 member units in Richtech Creative Displays LLC, a Nevada limited liability company

In October 2022, the Company effected a 4-for-1 forward stock split and concurrently designated two classes of common stock, designated as Class A common stock and Class B common stock. All of the then-outstanding shares of common stock were redesignated as shares of Class A common stock in connection with the Stock Split. In connection with the Stock Split, the Company issued to Zhengqiang Huang an aggregate of 7,892,000 shares of Class A common Stock, to Zhenwu Huang an aggregate of 31,508,000 shares of Class A common stock, and to Renmeng LLC an aggregate of 600,000 shares of Class A common stock. Immediately after the Stock Split, Renmeng LLC and the Company entered into a conversion agreement, dated as of October 21, 2022, pursuant to which Renmeng LLC converted all of its shares of Class A common stock into an equal number of shares of Class B common stock. In connection with the Renmeng Conversion, the Company issued to Renmeng LLC 600,000 shares of Class B common stock.

In December 2022, Zhenwu Huang transferred 1,200,000 shares of Class A common stock to Phil Zheng, in exchange for a payment of $30,000 from Phil Zheng. Immediately after the transfer, Phil Zheng and the Company entered into a conversion agreement, dated as of December 2, 2022, pursuant to which Phil Zheng converted all of his shares of Class A common stock into an equal number of shares of Class B common stock (the “Zheng Conversion”). As a result of the Zheng Conversion, Phil Zheng holds 1,200,000 shares of Class B common stock.

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In December 2022 and January 2023, we issued the following shares of our common stock to the listed holders, in each case the consideration being services rendered:

Name of Holder	Number of Shares		Class of Common Stock	Date of Issuance
King Bliss Limited		6,153,846	Class A Common Stock	12/20/2022
Practical Excellence Limited		1,600,000	Class B common stock	12/12/2022
Robust Century Ventures Limited		1,400,000	Class B common stock	12/13/2022
Tower Luck Group Limited		1,350,000	Class B common stock	12/15/2022
Broad Elite Ventures Limited		1,800,000	Class B common stock	12/16/2022
Normanton Tech PTE. LTD.		466,000	Class B common stock	1/15/2023

On October 27, 2023, Practical Excellence Limited transferred 800,000 shares of Class B common stock to Renmeng LLC, 600,000 shares of Class B common stock to Full Champion Holdings Limited, and 200,000 shares of Class B common stock to Kenneth Chen. Also on October 27, 2023, Robust Century Ventures Limited transferred 1,400,000 shares of Class B common stock to Harmony Grace Holdings Limited. On December 26, 2023, King Bliss Limited transferred a total of 2,219,000 shares of Class A common stock to five different stockholders. On June 13, 2024, King Bliss Limited converted an aggregate of 2,200,000 shares of Class A common stock into Class B common stock on a one-for-one basis.

Convertible Notes

In November and December 2022, we issued nine promissory notes ~~(the “Convertible Notes”)~~ to nine investors, in an aggregate principal amount of $1,400,000, for the provision of consulting, advisory and technical support services to our Company. The Convertible Notes each bear an interest of 16% per annum and have a maturity date of 18 months after issuance. On December 17, 2022, we amended the Convertible Notes and entered into promissory note conversion agreements with each Convertible Note holder, pursuant to which the outstanding balance of principal and accrued interest of each Convertible Note were converted into an aggregate of 9,231,000 shares of Class B common stock. On June 25, 2023, each of the holders of the Convertible Notes agreed to waive any registration rights in connection with their Conversion Shares. Pursuant to the terms of the Convertible Notes, if the Company is unable to fulfill a completion of a minimum $15,000,000 initial public offering of its securities and listing of its common stock for trading on Nasdaq or other national securities exchange no later than the ~~maturity~~Maturity ~~date~~Date, each holder will have an option, exercisable for a period of 90 days after the ~~maturity~~Maturity ~~date~~Date, to sell the Conversion Shares back to the Company at an aggregate price equal to the principal amount of each Convertible Note and all interest accrued thereon, and such sale shall occur no later than ten business days after the Company’s receipt of such notice from each holder. On October 27, 2023, seven of the original holders of the Convertible Notes and the converted shares transferred their respective shares to each of seven new investors. Each of the transferees agreed to the terms of athe ~~waiver~~Waiver.

Pre-IPO Private Placement

In June and July 2023, we entered into share purchase agreements with twelve accredited investors for the issuance of an aggregate of 166,000 shares of Class B common stock, at $5.00 per share ~~(the “Private Placement Shares”)~~. Each of the investors will agree to a 180- day lock-up with respect to such shares prior to the completion of this offering. The Private Placement Shares are not subject to registration rights. The number of Private Placement ~~Shares~~Shars issued to each investor is set forth below:

Name of Holder	Number of Shares	Class of Common Stock	Date of Issuance
Thanh Chi Nguyen	100,000	Class B common stock	6/8/2023
The Jenkins Family Trust	5,000	Class B common stock	6/12/2023
Jerry L. Marti	25,000	Class B common stock	6/26/2023
Greg Meagher	5,000	Class B common stock	6/27/2023
Joseph Walker and Kimberly Spight Walker	2,000	Class B common stock	6/28/2023
The Zeno Family Trust	5,000	Class B common stock	6/28/2023
Theresa Wilson-McCray	2,000	Class B common stock	6/28/2023
Jae H. Lim, Jr.	10,000	Class B common stock	7/27/2023
Jessica M. Alexander	2,000	Class B common stock	7/28/2023
Richard On	2,500	Class B common stock	7/30/2023
Chinese Restaurant Foundation	5,000	Class B common stock	7/30/2023
Alex Pang	2,500	Class B common stock	7/30/2023

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Standby Equity Purchase Agreement

On February 15, 2024, ~~the~~we ~~Company~~ entered into ~~the~~a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor ~~has~~ agreed to purchase up to $50 million of the Company’s shares of Class B common stock over the course of 24 months after the date of the ~~Purchase Agreement~~SEPA. The price of shares to be issued under the ~~Purchase~~SEPA ~~Agreement~~ will be 96% of the lowest volume weighted average price (the “VWAP”) of the Company’s Class B common stock for the three trading days immediately following the delivery of each Advance notice by the Company. Each issuance and sale by the Company to the Investor under the Purchase Agreement is subject to a maximum amount equal to 100% of the daily trading volume of the Class B common stock, as reported by Bloomberg L.P., during the five trading days immediately preceding an Advance notice.

With respect to each Advance, the Company has the option to notify the Investor of a MAP by specifying the amount within an Advance notice. During any trading day within a Pricing Period, two conditions will trigger an automatic reduction to the amount of the Advance by oneII-third: either (i) the VWAP of the Class B common stock is below the MAP specified in the Advance notice, or (ii) there is no VWAP available. On each Excluded Day, an automatic one-third reduction is applied to the specified Advance amount in the Advance notice and that day will be excluded from the Pricing Period.2

~~Each Advance~~Table ~~is subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99%~~ of the Company’s outstanding voting power or number of shares of Class B common stock at the time of an Advance or acquiring in the aggregate under the Purchase Agreement more than 19.99% of the Company’s outstanding shares of Class B common stock as of the date of the Purchase Agreement. The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of Nasdaq or such issuances do not require stockholder approval under Nasdaq’s “minimum price rule.”Contents

~~The Purchase~~(the ~~Agreement~~“Pricing ~~will~~Period”). ~~terminate~~Each ~~automatically~~issuance onand ~~the~~sale ~~earlier~~by ofthe ~~February 16,~~Company ~~2026~~to ~~or when~~ the Investor ~~has~~under ~~purchased~~the SEPA (an ~~aggregate of~~“Advance”) ~~$50 million~~is ofsubject ~~Class B~~to ~~common~~a ~~stock.~~maximum ~~The~~amount ~~Company~~equal ~~has~~to 100% of the ~~right~~daily totrading ~~terminate~~volume of the ~~Purchase~~Company’s ~~Agreement~~Class B ~~upon~~common ~~five trading days’~~stock, ~~prior~~as ~~written~~reported ~~notice~~by toBloomberg L.P., during the ~~Investor,~~five trading ~~subject~~days toimmediately ~~certain~~preceding ~~conditions~~an Advance notice.

~~In connection~~With ~~with~~respect ~~and subject~~ to ~~the~~each ~~satisfaction of certain conditions set forth in the Purchase Agreement~~Advance, the ~~Investor~~Company ~~will~~has ~~pre-advance to~~ the ~~Company~~option up to ~~$3,000,000~~notify of the ~~$50,000,000~~Investor ~~commitment~~of ~~amount,~~a ~~with~~minimum ~~each~~acceptable ~~Pre-Advance~~price to(“MAP”) ~~be evidenced~~ by aspecifying ~~SEPA Note. The first Pre-Advance, in~~ the ~~principal~~ amount ofwithin ~~$1,000,000,~~an ~~was~~Advance ~~advanced February 15, 2024~~notice. ~~The~~During ~~second~~any trading ~~Pre-Advance,~~day inwithin a ~~principal~~Pricing ~~amount of $1~~Period,~~000,000,~~ ~~was~~two ~~advanced on~~conditions ~~March~~will ~~18,~~trigger ~~2024.~~an ~~The~~automatic ~~third~~reduction ~~Pre-Advance,~~to in the ~~principal~~ amount of ~~$1,000,000,~~the ~~was~~Advance ~~advanced~~by onone-third: ~~April~~either ~~15,~~(i) the ~~2024.~~VWAP ~~Each~~of ~~SEPA~~the ~~Note~~Class B common stock is ~~subject~~below tothe ~~a 4%~~MAP ~~discount~~specified onin the ~~principal~~Advance ~~amount~~notice, ofor ~~such SEPA~~(ii) there ~~Note.~~is ~~Repayment~~no ofVWAP ~~the~~available ~~SEPA~~(each ~~Notes~~such day, ~~commenced~~an on“Excluded ~~May~~Day”). ~~15,~~On ~~2024,~~each ~~with~~Excluded ~~subsequent~~Day, ~~payments~~an ~~made~~automatic ~~monthly.~~one-third Asreduction ofis ~~June~~applied ~~30,~~to ~~2024,~~ the ~~outstanding balance~~specified onAdvance ~~the~~amount ~~Notes~~in ~~was~~the ~~$2,333,000.~~Advance ~~The~~notice ~~SEPA~~and ~~Notes~~that day ~~were~~will ~~fully~~be ~~repaid~~excluded infrom ~~July~~the ~~2024~~Pricing Period.

Each ~~SEPA~~ ~~Note~~Advance ~~will~~is ~~accrue~~subject ~~interest~~to oncertain ~~the~~limitations, ~~outstanding~~including ~~principal~~that ~~balance at~~ the ~~rate~~Investor ofcannot 8%purchase ~~per~~any ~~annum~~shares ~~and~~that ~~has~~would aresult ~~maturity~~in ~~date~~it ofbeneficially ~~February~~owning ~~15, 2025~~more ~~(as~~than ~~may~~4.99% ~~be extended at the option~~ of the ~~Investor). Beginning in May 2024, the~~ Company’s ~~was required~~outstanding tovoting ~~pay,~~power onof anumber ~~monthly basis, one-nineth~~ of ~~the~~shares ~~outstanding principal amount~~ of ~~each~~Class B ~~SEPA~~common ~~Note,~~stock ~~together~~at ~~with~~the ~~accrued~~time ~~and unpaid~~of ~~interest, either (i) in cash or (ii) by submitting~~ an Advance ~~notice~~or ~~pursuant~~acquiring tomore ~~the~~than ~~Purchase~~19.99% ~~Agreement~~of ~~and selling~~ the ~~Investor~~Company’s outstanding shares, ~~or any combination~~ of ~~(i)~~Class orB ~~(ii) as~~common ~~determined~~stock byas ~~the~~of ~~Company. The initial repayment was due 90 days after~~ the ~~issuance~~date of the ~~first~~ SEPA ~~Note,~~(the ~~followed~~“Exchange byCap”). ~~subsequent~~The ~~payments~~Exchange ~~due~~Cap ~~every~~will ~~30 days~~not ~~after~~apply ~~the~~under ~~previous~~certain ~~payment.~~circumstances, ~~Unless otherwise~~including, ~~agreed~~where ~~to by~~ the ~~Investor,~~Company ~~any~~has ~~funds~~obtained ~~received~~stockholder byapproval ~~the~~to ~~Company~~issue ~~pursuant~~in toexcess of the ~~Purchase~~Exchange ~~Agreement~~Cap ~~for~~in accordance with the ~~sale~~rules of ~~shares~~Nasdaq ~~will first~~or besuch ~~used~~issuances todo ~~satisfy~~not ~~any~~require ~~payments~~stockholder ~~due~~approval under anNasdaq’s ~~outstanding~~“minimum ~~SEPA~~price ~~Note~~rule.”

~~At the~~The ~~election~~SEPA ofwill ~~the~~terminate ~~Investor,~~automatically ~~all~~on ~~or a portion of~~ the ~~Conversion~~earlier ~~Amount may be converted into shares~~ of ~~Common Stock (the “Conversion Shares”)~~February 16, ~~equal~~2025 ~~to:~~or ~~(x)~~when the ~~Conversion~~Investor ~~Amount,~~has ~~divided~~purchased byan ~~(y)~~aggregate ~~the~~of ~~Conversion~~$50 million ~~Price.~~of ~~“Conversion~~the ~~Price”~~Company’s isshares ~~defined as (i) $6.00 per share~~ of Class B common stock,. ~~provided~~The ~~however,~~Company onhas ~~May 28, 2024,~~ the ~~Reset~~right ~~Date, the Conversion Price shall be adjusted (downwards only)~~ to ~~equal~~terminate the ~~average~~SEPA ofupon ~~the daily VWAPs for the 5 consecutive~~ five trading days’ ~~immediately~~ prior written notice to the ~~Reset Date~~Investor, ifsubject ~~such price is lower than the Conversion Price then in effect. The Conversion Shares are entitled~~ to ~~the~~certain ~~registration rights set forth in the Purchase Agreement~~conditions.

The Company paid a subsidiary of the Investor a structuring fee in the amount of $25,000 and in April 2024, issued to the Investor 259,350 shares of Class B common stock (the “Commitment Shares”) as a commitment fee. The Company and the Investor made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. Each of the Company and the Investor also agreed to indemnify the other.

The foregoing descriptions of the SEPA and the Registration Rights Agreement and the transactions contemplated thereby are qualified in their entirety by reference to the full text of the SEPA and the Registration Rights Agreement, copies of which are attached hereto as Exhibits 10.0 and 4.11, respectively, each of which is incorporated herein in its entirety by reference.

Inducement Warrants

On February 10, 2025, the Company entered into a warrant exercise inducement offer letter (the “Inducement Letter”) with a holder (the “Holder”) of its existing common stock warrants exercisable for an aggregate of 2,699,797 shares of its Class B common stock (collectively, the “Existing Warrants”), to exercise its Existing Warrants at the existing exercise price of $1.35 per share, in exchange for the Company’s agreement to issue new common stock warrants to purchase 2,699,797 shares of Class B common stock at an exercise price per share of $4.00 (the “Inducement Warrants”). The aggregate gross proceeds from the exercise of the Existing Warrants were approximately $3,644,726, before deducting financial advisory fees. In consideration for the immediate exercise of the Existing Warrants for cash, the Holder received the Inducement Warrants in a private placement. The Inducement Warrants have an exercise price of $4.00 per share, are immediately exercisable and will be exercisable for five years from the date of issuance.

2026 Private Placement

On January 27, 2026, the Company entered into the 2026 Purchase Agreement with the Selling Stockholder. Pursuant to the 2026 Purchase Agreement, the Company agreed to issue and sell to the Selling Stockholder, and the Selling Stockholder agreed to purchase from the Company, in the 2026 Private Placement, 8,500,000 Shares, 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 the Company. The 2026 Private Placement closed on January 29, 2026.

Pursuant to the 2026 Purchase Agreement, for a period commencing upon the signing of the 2026 Purchase Agreement, until 45 days after the effective date of the registration statemen, of which this prospectus forms part, neither the Company nor any of its subsidiaries shall (i) issue, enter into any agreement to issue or announce the

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Table of Contents

issuance or proposed issuance of any Class B common stock or Class B common stock equivalents, or (ii) file any registration statement or any amendment or supplement thereto. The restrictions are subject to certain exceptions as described in the 2026 Purchase Agreement. Further, for a period of 15 months following the effective date of the Resale Registration Statement, the Company is also prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of Class B common stock or Class B common stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction, as defined in the 2026 Purchase Agreement. The 2026 Purchase Agreement also contains customary representations and warranties and agreements and obligations, conditions to closing and termination provisions.

In connection with the Purchase Agreement, on January 27, 2026, the Company also entered into the Registration Rights Agreement with the investor. Pursuant to the Registration Rights Agreement, the Company will be required to file the Resale Registration Statement with the SEC to register the Shares for resale. The Company agreed to file the Resale Registration Statement by February 16, 2026, and to have such Resale Registration Statement declared effective within 45 days after January 27, 2026, or 75 days after January 27, 2026, in the event of a “full review” by the SEC. The Company will be obligated to pay liquidated damages to the investors if the Company fails to file the Resale Registration Statement when required or fails to cause the Resale Registration Statement to be declared effective by the SEC when required.

Rodman acted as the Company’s exclusive placement agent in connection with the 2026 Private Placement. Pursuant to an engagement letter by and between the Company and Rodman, the Company paid Rodman an aggregate cash fee equal to 6.0% of the gross proceeds of the 2026 Private Placement and agreed to reimburse the Rodman for all reasonable out-of-pocket and non-accountable expenses of up to $100,000 in aggregate.

Item 16. Exhibits and Financial Statement Schedules:

Exhibit No.		Description
3.1		Second Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 in the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2023).
3.2		Articles of Amendment to Articles of Incorporation of Richtech Robotics Inc. (Incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the Commission on November 17, 2025).
3.3		Second Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.3 in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on January 11, 2024).
4.1		Specimen Class B Common Stock Certificate (Incorporated by reference to Exhibit 4.1 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
4.2		Form of Underwriter Warrant (Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2023).
4.3		Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024).
4.4		Form of Common Warrant (Incorporated by reference to Exhibit 4.2 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024).
4.5		Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024).
4.6		Form of Inducement Warrant (Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K, filed with the SEC on February 11, 2025).
5.1*		Opinion of Fennemore Craig, P.C.
10.1#		Letter of Intent, dated as of October 16, 2024, by and between Richtech Robotics Inc. and Ghost Kitchens America (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on October 22, 2024).

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~~On March~~Table ~~14, 2024, the Company and the Investor entered into the Letter Agreement to amend the terms~~ of each SEPA Note as follows: (i) the Company may redeem early a portion or all amounts (including principal and accrued and unpaid interest) outstanding under the SEPA Note with at least 10 trading days’ prior written notice by the Company to the Investor. The outstanding principal balance being redeemed by the Company shall be subject to a 10% cash redemption premium. After receipt of the Redemption Notice, the Investor shall have 10 trading days to elect to convert all or any portion of the SEPA Note; and (ii) the Conversion Price shall not be lower than $1.50 per share of Class B common stock.Contents

The Company paid a subsidiary of the Investor a structuring fee in the amount of $25,000 and in April 2024, issued to the Investor 259,350 Commitment Shares as a commitment fee. The Company and the Investor made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. Each of the Company and the Investor also agreed to indemnify the other.

Exhibit No.		Description
10.2		Form of Invention Assignment Agreement (Incorporated by reference to Exhibit 10.4 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.3		Form of Stock Purchase Agreement (Pre-IPO Private Placement) (Incorporated by reference to Exhibit 10.5 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.4		Second Amended and Restated Richtech Robotics, Inc. 2023 Stock Option Plan (Incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the Commission on November 17, 2025).
10.5		Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.7 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.6		Form of Stock Purchase Agreement (Incorporated by reference to Exhibit 10.8 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.7		Employment Agreement between the Company and Zhenwu Huang (Incorporated by reference to Exhibit 10.9 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.8		Employment Agreement between the Company and Zhenqiang Huang (Incorporated by reference to Exhibit 10.10 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.9		Employment Agreement between the Company and Phil Zheng (Incorporated by reference to Exhibit 10.11 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.10		Standby Equity Purchase Agreement, dated February 15, 2024, by and between the Company and YA II PN, Ltd. (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on February 21, 2024).
10.11		Letter Agreement, dated March 14, 2024, by and between the Company and YA II PN, Ltd. (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on March 15, 2024).
10.12		Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024).
10.13		Form of Inducement Letter (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on February 11, 2025).
10.14		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 in the Company’s Current Report on Form 8-K, filed with the SEC on April 14, 2025).
10.15		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 in the Company’s Current Report on Form 8-K, filed with the SEC on June 30, 2025).
10.16		Master Services Agreement, dated August 21, 2025 (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on August 25, 2025).
10.17		At the Market Offering Agreement, dated August 28, 2025, by and among the Company and Rodman & Renshaw LLC and H.C. Wainwright & Co., LLC (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on August 28, 2025).
10.18		At the Market Offering Agreement, dated September 23, 2025, by and among the Company, Rodman & Renshaw LLC and H.C. Wainwright & Co., LLC (Incorporated by reference to Exhibit 10.1 in the Company’s Registration Statement on Form S-3ASR, filed with the SEC on September 24, 2025).
10.19		Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on January 30, 2026).
10.20		Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.2 in the Company’s Current Report on Form 8-K, filed with the SEC on January 30, 2026).
21		Subsidiaries of the Company (Incorporated by reference to Exhibit 21 in the Company’s Annual Report on Form 10-K, filed with the SEC on January 20, 2026).

As of August 12, 2024, we had issued 9,035,561 shares under the Purchase Agreement and the SEPA Notes (including 259,350 Commitment Shares).

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits.

Exhibit No.		Description
3.1		Second Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 in the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2023).
3.2		Second Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.3 in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023, filed with the SEC on January 11, 2024).
4.1		Specimen Class B Common Stock Certificate (Incorporated by reference to Exhibit 4.1 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
4.2		Form of Underwriter Warrant (Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2023).
4.3*		Form of Pre-Funded Warrant.
4.4*		Form of Warrant.
4.5*		Form of Placement Agent Warrant.
5.1*		Opinion of Sherman & Howard LLC.
5.2*		Opinion of Ellenoff Grossman & Schole LLP.
10.1#		Master Services Agreement, dated September 27, 2022 (Restaurant MSA) (Incorporated by reference to Exhibit 10.1 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.2#		Master Professional Services Agreement, dated September 26, 2022 (Gaming MSA) (Incorporated by reference to Exhibit 10.2 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.3#		Master IT Services and Products Agreement, dated January 12, 2023 (Hotel MSA) (Incorporated by reference to Exhibit 10.3 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.4		Form of Invention Assignment Agreement (Incorporated by reference to Exhibit 10.4 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.5		Form of Stock Purchase Agreement (Pre-IPO Private Placement) (Incorporated by reference to Exhibit 10.5 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.6		2023 Equity Stock Option Plan (Incorporated by reference to Exhibit 10.6 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.7		Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.7 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.8		Form of Stock Purchase Agreement (Incorporated by reference to Exhibit 10.8 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.9		Employment Agreement between the Company and Zhenwu Huang (Incorporated by reference to Exhibit 10.9 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.10		Employment Agreement between the Company and Zhenqiang Huang (Incorporated by reference to Exhibit 10.10 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).

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10.11		Employment Agreement between the Company and Phil Zheng (Incorporated by reference to Exhibit 10.11 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.12		Employment Agreement between the Company and Matthew Casella (Incorporated by reference to Exhibit 10.12 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
10.13		Standby Equity Purchase Agreement, dated February 15, 2024, by and between the Company and YA II PN, Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2024).
10.14		Form of Promissory Note (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 21, 2024).
10.15		Financial Services Agreement, dated as of January 22, 2024, by and between the Company and Revere Securities, LLC (Incorporated by reference to Exhibit 10.15 in the Company’s Registration Statement on Form S-1 (File No. 333-278013), filed with the SEC on March 18, 2024).
10.16		Finder’s Fee Agreement, dated as of January 22, 2024, by and between the Company and Revere Securities, LLC (Incorporated by reference to Exhibit 10.16 in the Company’s Registration Statement on Form S-1 (File No. 333-278013), filed with the SEC on March 18, 2024).
10.17		Letter Agreement, dated as of March 14, 2024, by and between the Company and YA II PN, Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2024).
10.18		Promissory Note issued to YA II PN, Ltd. dated April 15, 2024 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 23, 2024).
10.19*		Form of Securities Purchase Agreement.
21		Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023).
23.1*		Consent of Bush & Associates CPA LLC.
23.2*		Consent of Sherman & Howard LLC (included as part of Exhibit 5.1 hereto).
24.1*		Power of Attorney (included on the signature page of the initial filing of this registration statement).
107*		Filing Fee Table.

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Exhibit No.		Description
23.1*		Consent of Bush & Associates CPA, Independent Registered Public Accounting Firm
23.2*		Consent of Fennemore Craig, P.C. (included as part of Exhibit 5.1 hereto).
24.1*		Power of Attorney (included on the signature page of this Registration Statement).
107*		Filing Fee Table.

____________

* Filed herewith.

~~(b)~~† Denotes ~~Financial~~management ~~Statement~~compensation ~~Schedules.~~plan ~~Financial statement schedules are omitted because the required information is not applicable, not required~~ or ~~included in the financial statements or the SEPA Notes thereto included in the prospectus that forms a part of this registration statement~~contract.

# 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 Company if publicly disclosed.

(b) Financial Statement Schedules. Financial statement schedules are omitted because the required information is not applicable, not required or included in the financial statements or the Convertible Notes thereto included in the prospectus that forms a part of this registration statement.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

IIprovided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-6effective amendment by those paragraphs is contained in reports with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) The ~~That~~undersigned registrant hereby undertakes that, for ~~the~~purposes ~~purpose~~ of determining any liability under the Securities Act of 1933, each ~~post-effective~~filing ~~amendment~~of ~~that~~the ~~contains~~registrant’s annual report pursuant to section 13(a) or ~~form~~section 15(d) of ~~prospectus~~the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof..

(7) Insofar ~~That,~~as indemnification for ~~purposes~~liabilities ofarising ~~determining any liability~~ under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the ~~information~~registrant ~~omitted~~pursuant ~~from~~to the ~~form~~foregoing ofprovisions, ~~prospectus~~or ~~filed~~otherwise, asthe ~~part~~registrant ofhas ~~this~~been ~~registration~~advised ~~statement~~that in ~~reliance~~the ~~upon~~opinion ~~Rule~~of ~~430A~~the Securities and ~~contained~~Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a ~~form~~claim for indemnification against such liabilities (other than the payment by the registrant of ~~prospectus~~expenses ~~filed~~incurred or paid by a director, officer or controlling person of the registrant ~~pursuant~~in tothe ~~Rule~~successful ~~424(b)(1)~~defense of any action, suit or (4proceeding) is asserted by such director, officer or ~~497(h)~~controlling ~~under~~person in connection with the ~~Securities~~securities ~~Act~~being ~~shall~~registered, bethe ~~deemed~~registrant towill, beunless ~~part~~in the opinion of ~~this~~its ~~registration~~counsel ~~statement~~the asmatter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the ~~time~~question whether such indemnification by it ~~was~~is ~~declared~~against ~~effective~~public policy as expressed in the Act and will be governed by the final adjudication of such issue..

(8) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this ~~registration~~Registration ~~statement~~Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Las Vegas, State of Nevada, on the ~~26th~~17th day of ~~August~~February, ~~2024~~2026.

		RICHTECH ROBOTICS INC.
		By:		/s/ Zhenwu Huang
				Zhenwu Huang
				Chief Executive Officer

~~POWER OF~~KNOW ~~ATTORNEY~~ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Zhenqiang Huang and Phil Zheng and each of them acting singly, his true and lawful attorney-in-fact and agent with full power of substitution, for him and in his name, place, and stead, in any and all capacities, to sign (1) any and all amendments (including post-effective amendments) to this Registration Statement, and (2) any registration statement or post-effective amendment thereto to be filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission or any other regulatory authority, granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

~~KNOW ALL~~Pursuant ~~MEN~~to BYthe ~~THESE~~requirements ~~PRESENTS, that each person whose signature appears below constitutes and appoints Zhenwu Huang his or her true and lawful attorney-in-fact, with full power~~ of ~~substitution~~the ~~and~~Securities ~~resubstitution for him and in his name~~Act, ~~place and stead, in any and all capacities to sign any and all amendments including post-effective amendments to~~ this ~~registration~~Registration ~~statement~~Statement ~~and~~has ~~any~~been ~~and~~signed ~~all~~by ~~registration statements filed pursuant to Rule 462 under~~ the ~~Securities~~following ~~Act~~persons ~~and~~in ~~to file~~ the ~~same,~~capacities ~~with all exhibits thereto,~~ and ~~other~~on ~~documents in connection therewith, with~~ the ~~SEC,~~date ~~hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.~~indicated:

Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Zhenwu Huang	Chief Executive Officer and Director	February 17, 2026
Zhenwu Huang	(Principal Executive Officer)
/s/ Zhenqiang Huang	Chief Financial Officer and Director	February 17, 2026
Zhenqiang Huang	(Principal Financial and Accounting Officer)
/s/ John Shigley	Director	February 17, 2026
John Shigley
/s/ Stephen Markscheid	Director	February 17, 2026
Stephen Markscheid
/s/ Saul Factor	Director	February 17, 2026
Saul Factor

Signature	Title	Date
/s/ Zhenwu Huang	Chief Executive Officer and Director	August 27, 2024
Zhenwu Huang	(Principal Executive Officer)
/s/ Zhenqiang Huang	Chief Financial Officer and Director	August 27, 2024
Zhenqiang Huang	(Principal Financial and Accounting Officer)
/s/ Phil Zheng	Chief Operating Officer	August 27, 2024
Phil Zheng
/s/ Matthew Casella	President	August 27, 2024
Matthew Casella
/s/ John Shigley	Director	August 27, 2024
John Shigley
/s/ Stephen Markscheid	Director	August 27, 2024
Stephen Markscheid
/s/ Saul Factor	Director	August 27, 2024
Saul Factor

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Filing Compare · RICHTECH ROBOTICS INC.