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Item 1. Business

2025-01-14 compared with 2024-01-11 · 771 added, 648 removed, 324 unchanged (81% of the section changed)

Overview and Recent Developments

We are a developer of advanced

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labor shortages.

With a global R&D team based out of China and the United States, we design, manufacture and sell robots to

restaurants, hotels, senior living centers, casinos, factories, movie theaters and other businesses.

Our robots perform a variety of services

including restaurant running and bussing, hotel room service delivery, floor scrubbing and vacuuming, and beverage and food preparation.

We design our robots to be friendly, customizable to client environments, and extremely reliable.

For example, our food service delivery

robots typically make over 1000 deliveries every month in busy environments.

With a global R&D team based out of China and the United States, we design, manufacture and sell robots to restaurants,

hotels, senior living centers, casinos, factories, movie theaters and other businesses.

Our robots perform a variety of services including

restaurant running and bussing, hotel room service delivery, floor scrubbing and vacuuming, and beverage and food preparation.

our robots to be friendly, customizable to client environments, and extremely reliable.

For example, our food service delivery robots

typically make over 1000 deliveries every month in busy environments, while our medical robots are utilized for tasks such as delivering

medications and supplies in hospitals, enhancing operational efficiency.

Our current customer base includes major hotel brands, national

chain restaurants, leading senior care facilities, and top casino management companies.

chain restaurants, leading senior care facilities, and top casino management companies, and prominent healthcare institutions.

Our mission is to integrate

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robotic fleet will be performing a wide variety of tasks within a business, from completing deliveries and scrubbing floors to cooking

noodles and preparing drinks.

Our ACP platform will allow businesses to plug in their robots and immediately leverage an immense amount

of data to optimize workflows, lower management complexity, and minimize labor dependency.

In 2022, we executed a Master

Service Agreement (“MSA”) with a major hotel brand with over 5,000 properties worldwide.

As of September 30, 2023, we have

begun a nationwide rollout of our products to this customer’s hotel locations under this MSA.

We also entered into an MSA with one

of the nation’s largest restaurant chains with over 2,000 locations in the United States.

As of September 30, 2023, we have

received a lease order of $9,000 under this MSA.

Additionally, we entered into an MSA with one of the top casino companies in the United

As of September 30, 2023, we have recognized $306,914 in revenue under this MSA.

For more details on the MSAs, please see section

entitled “— Material Contracts.” We are in pilot/testing phases with over a dozen other national enterprises in

the hospitality sector.

These enterprise customers, which is defined as companies with annual revenues over $1 billion, have placed service

automation as one of their top innovation priorities as they struggle to adapt to the ongoing labor shortage.

Percentage of sales attributable

to our enterprise customers in fiscal year 2023 and 2022 were 3.82% and 2.06%, respectively.

Percentage of sales attributable to our MSA

customers in fiscal year 2023 and 2022 were 3.40% and 0.77%, respectively.

All of our MSAs are with enterprise customers.

In 2022, we successfully launched

our ADAM food and beverage automation system.

We deployed ADAM at multiple events around the country including for companies such as one

of the “Big Four” accounting firms and a global alcoholic beverage company and for major U.S.

In 2023, we have made significant

progress in continuing to expand our reach into the market.

Notable events include being nominated best of CES (formerly known as the

Consumer Electronics Show) by Fortune in January, hosting executive events for the largest U.S.

banks in Miami, partnering with hospitals

to explore applications in the healthcare sector, and being featured on the Saturday broadcast of the most watched morning show in America,

Fox and Friends on Fox News.

We continue to roll out ADAM in stores across the country, with deployments completed in Los Angeles, New York,

Las Vegas and additional deployments ongoing in New Jersey, San Francisco, and Oakland.

Our R&D efforts have also been progressing

at a steady pace, and we are on track to reveal new versions and new models of robots by end of year.

We continue to connect with new

customers and explore new applications as we steadily add more and more deployments nationwide.

The ADAM system we exhibited

at these events was a proof of concept for a truly autonomous food and beverage system which would allow restaurants to eventually fully

automate their back-of-house operations.

This is major step in bringing restaurant automation to the next level.

Looking to the future,

we plan to rapidly expand our operations in the commercial B2C space by leveraging the ADAM system, and the innate advantages of a robotics

enabled business.

We launched three locations

with ADAM in late 2022 and the first half of 2023, in Los Angeles, Las Vegas and New York.

We also deployed a mobile ADAM trailer that

attended a New York parade in May 2023.

These deployments represent a variety of beverages and venues.

We have ADAM making coffee in a

hotel lobby in Los Angeles, brick-and-mortar coffee shops in Greenpoint and Broadway in New York City, another coffee shop in Oakland

California, boba tea inside The Forum Shops at Caesars in Las Vegas, and a smoothie stall upcoming in New Jersey inside a mall.

a great representation of the wide applicability of environments that ADAM can be deployed in.

We look forward to continuing to deploy

ADAM across the country directly and through our partners.

noodles, preparing drinks, and supporting logistics in hospitals.

Our ACP platform will allow businesses to plug in their robots and immediately

leverage an immense amount of data to optimize workflows, lower management complexity, and minimize labor dependency.

Recent Developments

Ghost Kitchens Letter of Intent

On October 16, 2024, we entered

into a binding Letter of Intent (the “LOI”) with Ghost Kitchens America.

Under the terms of the LOI, the parties agreed to

enter into a franchise agreement, pursuant to which the Company will acquire exclusive rights to operate 20 Walmart-located “One

Kitchen” restaurants in Arizona, Colorado, and Texas.

These restaurants will be directly managed by the Company’s subsidiary,

AlphaMax Management LLC, with the aim of optimizing restaurant operations through robotics and AI cloud technology.

The foregoing summary

of the terms of the LOI are subject to, and qualified in their entirety by, the LOI, a copy of which is filed as Exhibit 10.1 to this

Report and are incorporated herein by reference.

Registered Offering

On August 29, 2024, the Company

entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”

and, together with the retail purchasers who purchased securities in the Offering (as defined below) pursuant to the Company’s prospectus,

dated August 29, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2024 (the “Prospectus”),

the “Purchasers”).

Pursuant to the terms of the Purchase Agreement and the Prospectus, the Company agreed to sell, in a public

offering (the “Offering”), (i) an aggregate of 13,242,963 shares (the “Shares”) of the Company’s Class B

common stock, (ii) pre-funded warrants to purchase up to 2,312,594 shares of Class B common stock (the “Pre-Funded Warrants”),

and (iii) warrants to purchase up to 15,555,557 shares of Class B common stock (the “Common Warrants”), at a purchase price

per Share and accompanying Common Warrant of $1.35.

The Pre-Funded Warrants were exercisable immediately on the date of issuance at an

exercise price of $0.00001 per share and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

Common Warrants are exercisable immediately on the date of issuance at an exercise price of $1.35 per share and will expire five years

from the date of issuance.

The Offering closed on September 3, 2024.

Rodman & Renshaw LLC

acted as the exclusive placement agent (the “Placement Agent”) for the Company, on a “reasonable best efforts”

basis, in connection with the Offering.

Pursuant to an engagement letter dated June 4, 2024, the Placement Agent received a cash fee equal

to 7.0% of the aggregate gross proceeds of the Offering.

The Company also paid the Placement Agent certain out-of-pocket expenses, including

its legal counsel, in the amount of $80,000 and an additional $15,950 for its clearing expenses.

The Placement Agent also received warrants

(the “Placement Agent Warrants”) to purchase a number of shares of Common Stock equal to 7.0% of the aggregate number of Shares

and Pre-Funded Warrants sold in the Offering.

The Placement Agent Warrants have substantially the same terms as the Common Warrants, except

that the Placement Agent Warrants have an exercise price of 125% of the combined offering price per Share and accompanying Common Warrant

and have an expiration date of five years from the commencement of sales in the Offering.

The net proceeds to the Company

from the Offering, after deducting the Placement Agent’s fees and expenses but before paying the Company’s estimated offering

expenses, were approximately $19.4 million.

The Company intends to use the net proceeds from the Offering for working capital, general

corporate purposes, including the further development of its product candidates, and the procurement of inventory, specifically for robotic

The Shares, Pre-Funded Warrants,

Common Warrants, Placement Agent Warrants and the shares of Class B common stock issuable upon exercise of the Pre-Funded Warrants, Common

Warrants, Placement Agent Warrants were offered and sold by the Company pursuant to the Prospectus, which formed a part of the Company’s

registration statement on Form S-1 (File No.

333-281789), filed with the SEC on August 27, 2024 and subsequently declared effective on

August 29, 2024, and an additional registration statement on Form S-1MEF filed pursuant to Rule 462(b) under the Securities Act of 1933,

as amended, which became automatically effective on August 29, 2024.

The forms of the Purchase Agreement,

the Pre-Funded Warrant, the Common Warrant, and the Placement Agent Warrant are filed as Exhibits 10.17, 4.3, 4.4, and 4.5, respectively,

to this Report.

The foregoing summaries of the terms of these documents are subject to, and qualified in their entirety by, such documents,

which are incorporated herein by reference.

As of the date of this Report,

the Investors have exercised their Pre-Funded Warrants in full, at an exercise price of $0.00001 per share, for an aggregate of 2,312,594

shares of Class B common stock.

The Company received aggregate gross proceeds of $23.13 in connection with the exercises of the Pre-Funded

As of the date of this Report, the Investors have exercised Common Warrants for an aggregate of 9,788,278 shares of Class B

common stock, for aggregate proceeds of approximately $13.2 million.

The Placement Agent is entitled to 7% of the proceeds generated from

warrant exercises.

Corporate History and Corporate Structure

Richtech Robotics Inc.

originally founded as Richtech Creative Displays LLC in Nevada in July 2016.

The primary business at the time of incorporation was

product development work related to machine vision used to process video feed and produce usable outputs.

Applications of this work included

interactive projection systems, facial recognition applications such as for temperature screening, and eventually environmental image

recognition, obstacle avoidance recognition, and virtual positioning analysis necessary for indoor robot navigation.

From 2019 to 2020,

we designed, developed, and built indoor delivery robots.

In response to COVID, we pivoted to providing temperature screening robots that

utilized AI algorithms to detect a face and pinpoint the location of the forehead to take an accurate temperature measurement.

around COVID subsided and the labor shortage took hold, we pivoted back to providing delivery robots and other service-related robots.

We were originally founded

as Richtech Creative Displays LLC in Nevada in July 2016, and we converted to Richtech Robotics Inc., a Nevada corporation, in June

We completed our initial public offering on November 21, 2023, and shares of our Class B common stock began trading on the Nasdaq

Capital Market on November 17, 2023 under the symbol “RR.”

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.

Our Products and Services

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is the hospitality sector, which includes restaurants, hotels, casinos, resorts, senior care, hospitals, and movie theaters.

to leverage our expertise in food automation to bring services directly to the consumer with the ADAM system which is discussed below.

to leverage our expertise in food automation to bring services directly to the consumer with the ADAM system which is described below.

The majority of our robots

can be characterized as Autonomous Mobile Robots (AMRs), meaning that our robots can understand and move through their environment independently.

AMRs differ from their predecessors, Autonomous Guided Vehicles (AGVs), which rely on tracks or predefined paths and often require operator

Our AMRs understand their environment through an array of advanced sensors, with the primary sensor being a LiDAR which stands

for Light Detection and Ranging.

The LiDAR is able to create a 2D map of the environment by sending out laser pulses and measuring the

time it takes to bounce back, similar to sonar but far more accurate.

Secondary sensors such as RGBD cameras that detect color and depth

of images, ultrasonic proximity sensors, and standard AI machine vision that can recognize objects are used in sync to create an in-depth

understanding of the robot’s environment.

These sensors, combined with a robust navigation software stack based on AI algorithms,

provides our robots the ability to perform dynamic path planning through their environments.

The ACP service is a business

can be characterized as Autonomous Mobile Robots (“AMRs”), meaning that our robots can understand and move through its environment

independently.

AMRs differ from their predecessors, Autonomous Guided Vehicles (“AGVs”), which rely on tracks or predefined

paths and often require operator oversight.

Our AMRs understand their environment through an array of advanced sensors, with the primary

sensor being a LiDAR which stands for Light Detection and Ranging.

The LiDAR is able to create a 2D map of the environment by sending

out laser pulses and measuring the time it takes to bounce back, similar to sonar but far more accurate.

Secondary sensors such as RGBD

cameras that detect color and depth of images, ultrasonic proximity sensors, and standard AI machine vision that can recognize objects

are used in sync to create an in-depth understanding of the robot’s environment.

These sensors, combined with a robust navigation

software stack based on AI algorithms, provides our robots the ability to perform dynamic path planning through their environments.

Our ACP service is a business

optimization tool that allows customers to benefit from the rich operational data generated by the robots.

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in the real world and report data up to the ACP.

The ACP can then utilize the data to optimize workflows, enhance guest experiences,

and minimize waste.

The ACP will store robot utilization metrics for analyses and reporting, providing clients with detailed operational

The ACP can then utilize the data to optimize workflows, enhance guest experiences, and

minimize waste.

The ACP will store robot utilization metrics for analyses and reporting, providing clients with detailed operational data.

Lastly, one of the most important features of the ACP is that it allows multiple types of robots to operate in the same environment, utilizing

the same integrations and providing data back to a centralized point.

Indoor Transport and Delivery

In the transport and delivery

category we have two main product lines, the Matradee line of server assistant robots geared towards restaurants and restaurant-like environments,

and the Richie and Robbie line of room service robots that can service hotels, resorts, casinos, and health care facilities.

Matradee is a

robot designed for dining spaces that can be used for bussing, serving, hosting, advertising, and entertaining.

category we have four main product lines, the Matradee line of server assistant robots geared towards restaurants and restaurant-like

environments, the Medbot line designed specifically for hospital deliveries, the Titan line for heavy duty payloads in central distribution

facilities and general transport duties, and the Skylark line of service robots customized for hotel and room service applications.

a robot designed for dining spaces that can be used for bussing, serving, hosting, advertising, and entertaining.

For example, Matradee

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review number of deliveries, distance traveled, hours of operation, utilization patterns over time, and manage their robotic fleet.

Matradee was designed to have

a large carrying capacity and to be able to carry as much food as three to four waiters combined per trip.

The robot is designed 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.

Matradee was designed to

have a large carrying capacity and to be able to carry as much food as three to four waiters combined per trip.

The robot is designed

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

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The robot is not connectivity dependent and can operate fully offline.

These features decrease

the difficulty of deployments and dramatically increase the variety of environments in which the Matradee can be deployed successfully.

This allows more deployments, lower costs, and faster scaling.

The Matradee is currently deployed

in restaurants, hotels, casinos, senior living homes, and factories.

Many of these businesses have either restaurants or have restaurants-like

businesses so the primary task the robot performs is delivering food from the kitchen to the tables, and bussing dirty dishes back to

Some factory clients also utilize the Matradee for delivery of parts by making use of the remote summoning feature to call

the robot to specific stations to pick up items for delivery.

Richie and Robbie

are our room service delivery robots, that are elevator enabled and can traverse over 850,000 sq.

This robot is able to make deliveries

to any destination inside a building.

The robot can call the elevator to travel up and down floors, and once it gets to its destination,

it notifies the guest that their delivery has arrived.

These robots navigate using the same principles as the Matradee, a combination

of sensors and AI-based navigation algorithms.

Richtech also provides a number

of accessories that work to further optimize Richie and Robbie.

An automated vending machine (AVM) can be deployed to automatically dispense

commonly requested items such as water or toothpaste directly into the compartment of the robot, allowing for a fully automated delivery

Guests can place orders directly through their phone via a client app or scannable QR code menu.

Fully automated deliveries are

expected to be fast and reliable, without the need to heavily engage staff.

In addition to being a great labor-saving tool, these robots

can increase hotel revenue by broadening room service availability hours and making it easier for guests to place orders.

All data is reported back to

the ACP for reporting and analysis.

The ACP provides clients with detailed breakdowns of delivery metrics including, but not limited to,

travel distance, number of deliveries, duration, and status of the robots.

The ACP also provides additional advanced features such as

delivery playback, remote deployment, and instrument preemptive maintenance scheduling.

Other advanced features of

these room service robots include:

● Advanced door access control functions that will open doors

via short range communication protocols;

● Advanced “anti-trip” safety mechanisms for when

a person attempts to block the robot with their feet;

● 360-degree sensor field of view at all times;

● Delivery security features including pin-based and biometric

access methods;

● High-gradient tolerance of up to 13 degrees;

● Intelligent AI recognition technologies that allows speed adjustments

depending on environmental factors;

● Auto-docking to charging port when not in use to maximize uptime

Richie and Robbie were launched this year, and are currently being

tested by our and hospital clients.

Our first deployment in a Marriot Courtyard in Florida was successful and the client is looking to

add additional robots.

We have found that Richie and Robbie are extremely suited for daily pharmacy deliveries in hospitals.

these deliveries are done by pharmacy techs who push carts around the hospital.

The delivery volume is usually extremely high (at least

once an hour) over very long distances, so an enclosed and locked robot that can navigate elevators is a perfect replacement for this

These features decrease the

difficulty of deployments and dramatically increase the variety of environments in which the Matradee can be deployed successfully.

allows more deployments, lower costs, and faster scaling.

The Matradee is currently deployed in restaurants,

hotels, casinos, senior living homes, and factories.

Many of these businesses have either restaurants or have restaurants-like businesses

so the primary task the robot performs is delivering food from the kitchen to the tables, and bussing dirty dishes back to the dishpit.

Some factory clients also utilize the Matradee for delivery of parts by making use of the remote summoning feature to call the robot to

specific stations to pick up items for delivery.

Medbot is designed

specifically for secure and efficient deliveries in hospitals and other healthcare spaces.

This line of robots is a rebranding of the

Richie/Robbie robotic line to help customers better associate the robot to specific applications.

The robot has 4 secured compartments

that can be configured to deliver items to up to 4 different destinations per trip.

Through our ACP, the Medbot can travel on elevators

and through secure doors providing a fully autonomous delivery solution in extremely dynamic environments.

The Medbot has a very robust

suite of sensors that allows it to be very nimble and intelligent when navigating highly complex unstructured environments around people

as well as large obstructions like hospital beds and trash bins.

From our deployments in the field, a fleet of 5 Medbots can make around

8,000 deliveries per month, traveling over 600 miles, with over 600 hours of active runtime between them.

This alleviates one of the toughest

tasks on hospital staff, and provides a very strong return on investment (“ROI”) for the hospital.

We expect to launch multiple

pilot installations in fiscal year 2025.

newest addition to our delivery robot lineup, adding an option for customers looking for more heavy duty AMR delivery options.

version of Titan can carry between 330 to 440 pounds, with additional models able to carry over 1,000 pounds in development.

designed with modularity and ease of implementation in mind, as it can lift any rack as long as the rack meets a certain set of general

This provides Titan with a very large addressable market in and outside the hospitality space.

For example, factories and

warehouses can utilize Titan for delivery of large objects over large spaces, up and down elevators and through secure doors.

Titan broadens

the applications where we can apply our AMR technology to improve efficiency and solve labor challenges.

We believe that Titan will play

a large role in increasing the total number of robots deployed due to its broad applicability.

Skylark represents

a set of robots that are designed specifically for hotel and applications where room service is an element of the client’s business.

This product’s addressable market primarily consists of hotels, senior living, and apartment buildings.

The design of Skylark revolves

around modularity, and adaptability to the environment it is deployed in.

The system consists of a base navigation module and several

modular attachments specialized for specific tasks such as delivery or cleaning.

Currently, the Skylark has a cleaning attachment for

vacuuming and mopping floors, and a enclosed delivery attachment for room service and package delivery.

Additional attachments are scheduled

for release in the future, including a security and laundry attachment.

One important element of Skylark is that all attachments are customized

specifically for the hotel environment.

This means the design accounts for common issues such as door width, elevator navigation, and

specific low-obstacle avoidance problems not common in other AMR application scenarios.

The modular Skylark robot provides an all-in-one

solution that emphasizes ROI and ease-of-use.

DUST-E is our

autonomous commercial cleaning robot product line that features three distinct models, the CX, SX and MX.

The CX is our smallest robot

designed to perform routine vacuum and mopping in spaces less than 10,000 sq.

The CX is tailored to indoor hard floor office environments.

The system incorporates a base station tower that charges the robot, automatically exchanges dirty water for clean water, and empties

the dust bin for maximum coverage and convenience.

The CX, as with all robots in this line, has a pressurized mop and comes with optional

UV disinfection.

The SX is for larger and more

challenging environments under 100,000 sq.

The primary use case for the SX is in open commercial spaces such as lobbies of hotels

and more challenging surfaces such as those of restaurants where there may be food debris and spills.

The SX utilize a high-power vacuum

and multi-roller system that categorizes the debris it picks up for a one-pass cleaning efficiency.

The SX comes with a number of advanced

features including a charging station with a ten-gallon clean water tank for automatic water exchange, scheduled cleaning functions, and

precise localization that brings down the wall gap to just three centimeters.

autonomous commercial cleaning robot product line that features two distinct models the S and MX.

The S is designed for medium

sized environments under 100,000 sq.

The primary use case for the S is in open commercial spaces such as lobbies of hotels and more

challenging surfaces such as those of restaurants where there may be food debris and spills.

The S utilizes a high-power vacuum and multi-roller

system that categorizes the debris it picks up for a one-pass cleaning efficiency.

The S comes with a number of advanced features including

a charging station, scheduled cleaning functions, and precise localization that brings down the wall gap to just three centimeters.

Future models are expected

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of 13.2g/cm 2 .

Data collected by the ACP provide

clients with utilization metrics as well as a cleaning maps which show the path the robot took during its cleaning routine.

expected to provide reminders for routine replacement of consumable and renewable components, and preemptive maintenance alerts for all

Data collected by the ACP

provide clients with utilization metrics as well as a cleaning map which show the path the robot took during its cleaning routine.

ACP is expected to provide reminders for routine replacement of consumable and renewable components, and preemptive maintenance alerts

for all robots.

Food and Beverage Automation

ADAM is our food

and beverage automation robot.

The core concept of ADAM is to develop a fully independent food and beverage business based entirely on

robots and automation.

The dual six-degree-of-freedom robotic arms are designed to provide the same level of flexibility as a human arm,

allowing ADAM to easily emulate human movements.

We designed ADAM to be friendly and approachable by giving it a white and round exterior,

and designed it to look more like a robot than a human to avoid the “uncanny valley” effect.

(The uncanny valley is a concept

that suggests that humanoid objects that imperfectly resemble actual human beings provoke uncanny or strangely familiar feelings of uneasiness

and revulsion in observers.

“Valley” denotes a dip in the human observer’s affinity for the replica, a relation that

otherwise increases with the replica’s human likeness.) Future features are expected to include adding natural language processing

to allow customers to directly speak their orders to the robot as they would with an employee.

ADAM is capable of making a

wide variety of beverages including coffee, craft cocktails, and Boba tea autonomously.

In 2022, we rented the ADAM bartending system

out for corporate and celebrity events.

Clients included one of the “Big Four” accounting firms, a global alcoholic beverage

company and a major U.S.

ADAM is a robotic development platform.

On top of making a wide variety of beverages, the system

is also able to perform deep frying tasks, and we plan to add noodle making functionality in Q2 of 2024.

We plan to provide a software

development kit (SDK) to third party developers to widen the applications in which ADAM can be deployed.

ADAM is our food and beverage automation

robot developed on the NVIDIA Jetson Orin platform.

The core concept of ADAM is to develop a fully independent food and beverage business

based entirely on robots and automation.

The dual six-degree-of-freedom robotic arms are designed to provide the same level of flexibility

as a human arm, allowing ADAM to easily emulate human movements.

We designed ADAM to be friendly and approachable by giving it a white

and round exterior, and designed it to look more like a robot than a human to avoid the “uncanny valley” effect.

valley is a concept that suggests that humanoid objects that imperfectly resemble actual human beings provoke uncanny or strangely familiar

feelings of uneasiness and revulsion in observers.

“Valley” denotes a dip in the human observer’s affinity for the replica,

a relation that otherwise increases with the replica’s human likeness.) Future features are expected to include adding natural language

processing to allow customers to directly speak their orders to the robot as they would with an employee.

ADAM is capable of making

a wide variety of beverages including coffee, craft cocktails, and Boba tea autonomously.

ADAM is currently serving customers at various

venues across the country including inside supermarkets, stadiums, hospitals, and coffee shops across the country.

Since 2022, we have

rented the ADAM system out for corporate and celebrity events.

Clients included global tech firms, accounting firms, global alcoholic

beverage companies, and U.S.

In fiscal year 2024, we accomplished $857,000 in revenue from leasing ADAM for events.

a new product for 2025, developed on the same architecture as ADAM, Scorpion can perform many of ADAM’s AI functions at a lower

cost and smaller footprint.

Additional AI camera systems allow for new features such as gesture and face recognition.

These additional

features, along with the smaller footprint, provide a more intimate experience for guests.

Scorpion also has the unique ability to personalize

any traditional cocktail recipe.

Just tell Scorpion what mood you are in, and it will craft a totally unique cocktail based on your input

and information collected through its sensors.

The smaller footprint allows for this intelligent AI bartender to be deployed in a wider

variety of environments, providing a more engaging and unique experience, while significantly improving ROI and affordability.

On October 17, 2024, we

announced our plans to launch 20 robotic restaurant locations in Walmart stores across the country.

As of the date of this Report,

two locations have been secured via franchise agreements:

(1) on September 10, 2024, the Company signed a franchise agreement for a

new location in Peachtree City, Georgia.

This location, slated to commence operations in January 2025, will be operated by Alphamax

Management LLC, a wholly-owned subsidiary of the Company;

and (2) on August 20, 2024, the Company amended an existing franchise

agreement originally intended for Clovis, California, relocating the franchise to Oceanside, California.

Clouffee & Tea

Clouffee & Tea is our first self-owned restaurant brand.

behind Clouffee & Tea is to seamlessly blend innovative technology with a vibrant coffee and tea culture to create an engaging customer

Robotic operation presents a uniquely scalable franchise model, which we plan to demonstrate as a successful blueprint for

integrating robotics into coffee and tea shop operations.

Beyond redefining the beverage experience, Clouffee & Tea will serve as

a dynamic platform for technological application and iteration.

It will allow us to utilize real-world scenarios for testing new robotic

technologies while opening an additional revenue growth channel for the Company.

Clouffee & Tea, will open its inaugural franchise

store in Las Vegas, Nevada in late January 2025, adding another dimension to our growth strategy

Our product family was designed

to provide labor-intensive businesses with robotic automation solutions.

We believe hospitality is the most labor-intensive industry,

which is why we have deployed our robots across restaurants, hotels, casinos, hospitals, bars, event spaces, and senior living homes.

Hospitality is one of the most labor-intensive industries, which

is why we have deployed our robots across restaurants, hotels, casinos, hospitals, bars, event spaces, and senior living homes.

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.

sector 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, robots for

healthcare logistics, 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,

hospital logistics, and food preparation.

Market Opportunities

3 unchanged sentences

current economic environment provides conditions that should drive growth.

As of April 2023, the number of open job opportunities nearly

doubles the number of unemployed Americans with over 10 million job openings.

Two of the largest markets for our service robots are restaurants

As of 2022, there are over 660,000 restaurants operating in the U.S.

employing almost 15 million people.

there are over 130,000 hotels and motels currently in operation in the U.S.

representing over five million hotel rooms.

to an American Hotel and Lodging Association survey, 97% of its members reported a worker shortage.

Federal Reserve Chair

Jerome Powell stated in his speech on November 30 th , 2022 that there is a “current labor force shortfall of roughly 3-1/2 million

We believe our products not

only provide a solution to the labor challenges faced by businesses today, but also a way to improve guest experience, lower operation

costs and complexity, and provide a path to growth and scalability.

As of September 2024, there were 13.7 million job openings

in the United States, surpassing the number of unemployed Americans.

Two key markets for our service robots—restaurants and hotels—present

significant opportunities.

The American Hotel and Lodging Association reports that the lodging industry encompasses over 55,900 properties

nationwide, with 1 in 25 U.S.

jobs tied to this sector.

The industry contributes an impressive $660 billion annually to the nation’s

Meanwhile, the restaurant sector, the second-largest private employer in the country, employs 1 in 10 Americans.

According to the

National Restaurant Association, eating and drinking establishments add $1.4 trillion to the U.S.

economy in 2024, representing approximately

6% of real GDP.

The healthcare sector is

also experiencing an unprecedent shortage of workers.

According to the American Hospital Association, there will be a shortage of 100,000

critical health care workers by 2028.

There is a large market opportunity in solving operational challenges within hospitals due to the

critical nature of patient care.

An October 2024 report released

by the McKinsey Global Institute estimates that 40% of physical work done by people will be automated in less than 20 years.

to the report, the primary benefits of robotics is in addressing labor shortages, increasing throughput, decreasing downtime, and creating

safer work environments.

Our products not only provide a solution to the labor challenges faced by businesses today, but also a way to

improve guest experience, lower operation costs and complexity, and provide a long-term path to stable growth.

We believe the excitement

around robotics and automation will help accelerate customer adoption of our solutions.

Future Growth Opportunities

Since becoming a public company

in November of 2023, we at Richtech have been focused on executing on our business objectives.

The company has made a full transition

to offer primarily RaaS products to build a sustainable and scalable business model.

We have deployed our restaurant robotic concepts

at strategic high-visibility locations.

Our diverse customer base and pipeline spans businesses from healthcare to automotive.

we continue to lean into our competitive advantages to bring exceptional value to end users.

As we continue to drive innovation and expand

our market presence, we are strategically positioned to capitalize on multiple growth avenues across our business.

Below are the key components

of our future growth strategy:

Expansion of RaaS Customer Base and Sales Pipeline

2024 has been a momentous year

for us, with plenty of transitions, new products and new verticals.

Our foray into the healthcare space over the last year has been brief

but fruitful.

We have signed an agreement for a multi-unit deployment at one of the most prestigious hospitals in the country, with several

pilot installations scheduled for Q1 2025 at a few of the largest health systems in the southeast.

We have opened conversations with over

15 integrated delivery networks (IDNs) representing over 300 individual acute care hospitals across the country.

Our vision is to become

one of the largest holistic provider of hospital robotic automation systems in the country by 2026.

Combining our technical expertise

with a sophisticated understanding of how to generate value in healthcare has meant that we are offering cutting-edge services.

in automation within this vertical is very high and we plan to continue expanding in this space.

Automotive will also be a key

vertical for us in the next few quarters.

Adoption of our Titan robot has been rapid, challenging our teams to add on additional staffing

to cope with implementation demand.

Our current customer pipeline represents over 1,000 end users.

We believe this market will have the

highest number of robot deployments over the next few quarters.

Within all the verticals we

work in, Richtech’s objective is to solve issues efficiently, bringing value through innovative robotic solutions that are reliable

and cost effective.

We continue to innovate, listen to our customers, and deliver competitive and quality solutions to the market.

Operational Robotics Restaurants and Partnership

with Ghost Kitchens

In the restaurant sector, our

collaboration with Ghost Kitchens and operations in high-foot-traffic locations like Walmart represent a significant growth opportunity.

We have already secured 20 Walmart locations, with the first restaurant set to launch in December 2024.

These robot-powered restaurants

integrate beverage preparation, food delivery, and other automated services, offering a unique customer experience and cost-efficiency.

To support this initiative, we have established Alphamax Management LLC, a wholly owned subsidiary dedicated to standardizing operations

and creating scalable models.

These frameworks will serve as a blueprint for other operators, enabling us to monetize operational expertise

in the future.

Additionally, our first self-owned brand, Clouffee & Tea, will open its inaugural franchise store in late January 2025,

adding another dimension to our growth strategy.

Strategic Partnerships and New Initiatives

We continue to expand our partnerships

to drive innovation and market penetration.

Starting in 2025, we plan to launch a food trailer project with our partners, targeting mobile

food services.

Through Zipphaus Plus LLC, our joint venture established in 2024, we have secured partnerships with Peet’s Coffee

and Kaiser Permanente to operate robotic coffee shops, further diversifying our revenue streams and enhancing brand visibility.

Global Expansion Across Key Markets

As part of our long-term growth

plan, we are actively expanding our presence in international markets, including Asia, Australia, and Europe.

Leveraging joint ventures

and distributor networks, we aim to establish a strong foothold in these regions.

We expect these efforts to contribute significantly

to our revenue growth in fiscal year 2025 and beyond, reinforcing our position as a global leader in robotics solutions.

Our Competitive Strengths

We believe we are one of the

current leaders in the service robotics market for the following reasons:

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.

and we believe we are recognized by customers and competitors as an established brand in the restaurant service robotics space.

that there is only one other competitive product that was launched for room service delivery prior to our Richie and Robbie 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

robot like ADAM that has come to market and been deployed at any scale.

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 such as ADAM with full AI capabilities

that has come to market and been deployed at any scale in the United States.

Deployment Experience and Market Knowledge:

The accumulation of experience operating in the US 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 puts us ahead of our competitors.

This knowledge also allows us to be nimble and focus in 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 risks.

Together with our technology advantage, business experience advantage, and operational efficiency advantage, we can execute on aggressive expansion plans in nascent markets with relatively low risk.

Reliable Technology:

Our reliable AI navigation

and obstacle recognition algorithms provides 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 extremely safe and intelligent.

The ACP maximizes the

potential of the data generated by these robots to provide clients a level of insight into the day-to-day operation of their businesses.

Advanced features of the ACP include robot control and analysis systems, preemptive maintenance systems, and business optimization systems.

Our reliable AI navigation and

obstacle recognition algorithms provides our robots with what we believe is best-in-class reliability and performance.

combination of advanced sensors and redundant obstacle avoidance protocols makes our robots extremely safe and intelligent.

maximizes the potential of the data generated by these robots to provide clients a level of insight into the day-to-day operation of

their businesses.

Advanced features of the ACP include robot control and analysis systems, preemptive maintenance systems, and

business optimization systems.

One of the key advantages of the ACP is that it allows our AMRs to reliability navigate elevators in

multi-floor buildings.

The ACP will prioritize and manage the movement of our AMRs inside these buildings, avoiding congested areas

and continuously learning how to optimize travel from point A to point B.

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 very advantageous as we can bring in new customers from a variety of different use cases and attempt to encourage customers to

consider our 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 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.

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 very advantageous as we can bring in new customers from a variety of different use cases and attempt to encourage customers to consider our 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 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.

A broad product offering also opens opportunity for cross-selling and upselling within the same customer base.

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.

Distribution partners are engaged after a review of market opportunities they bring

to Richtech and their company’s capabilities as a distributor.

During this engagement process distribution terms are discussed

and a distribution agreement is eventually signed.

In 2022, 20-30% of total revenue was generated through these distribution channels.

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.

Distribution partners are engaged after a review of market opportunities they bring to Richtech and their company’s capabilities as a distributor.

During this engagement process distribution terms are discussed and a distribution agreement is eventually signed.

Enterprise Partnerships:

We have executed MSAs with several

large enterprise customers that in total represent over 9,000 restaurant and hotels.

We have on-going pilot programs with ten enterprises

that represent over 40,000 locations.

Our enterprise customers represent the largest players in the restaurant, hotel, senior living,

and casino industries.

We believe our ability to form enterprise level partnerships will be a major differentiating factor between us

and competitors over the next two-three years.

We have executed Master Service Agreements (“MSAs”) with several large enterprise customers that in total represent over 9,000 restaurants and hotels.

Our enterprise customers represent the largest players in the restaurant, hotel, senior living, and casino industries.

We believe our ability to form enterprise level partnerships will be a major differentiating factor between us and competitors over the next two-three years.

Business Model:

Richtech is at the forefront of the service

robotics market with its current technology and resources to launch a robotics-based franchise business.

We believe this is the best

way to capitalize on our technology allowing us to produce food and beverage delivery products at a lower cost than competitors.

business model also solves for two of the significant problems the hospitality industry currently faces, labor and quality control.

Richtech is at the forefront of the service robotics market with its current technology and resources to launch a robotics-based franchise business.

We believe this is the best way to capitalize on our technology allowing us to produce food and beverage delivery products at a lower cost than competitors.

This business model also solves for two of the significant problems the hospitality industry currently faces, labor and quality control.

With our transition to Robot-as-a-service (“RaaS”) for our AMR fleet, we are looking to build long-term relationships with Clients, guarantee strong recurring revenue, and create upsell potential for additional services.

Our goal is to build a large base of RaaS and franchise customers that will allow us to leverage economies of scale as a competitive advantage.

Market Coverage:

Richtech currently provides deployment

and maintenance services to the entire continental United States and Hawaii.

We have deployments in 37 states and anticipate adding

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