What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-01-14 compared with 2024-01-11 · 23 added, 105 removed, 27 unchanged (83% of the section changed)

2 unchanged sentences

Market Information

Class B common stock trades on the Nasdaq Stock Market under the symbol “RR.”

Our Class B common stock

trades on the Nasdaq Stock Market under the symbol “RR.”

Holders of Record

As of January 11, 2024, we had approximately 8 holders of record of our

Class A common stock and 30 holders of record of our Class B common stock.

Securities Authorized

for Issuance under Equity Compensation Plan

following table sets forth information concerning securities authorized under equity compensation plans as of September 30, 2023.

Plan Category

securities to

be issued upon

Weighted-average

granted restricted

stock unit awards

available for

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

As of January 10, 2025, we

had approximately 3 holders of record of our Class A common stock and 14 holders of record of our Class B common stock.

Dividend Policy

11 unchanged sentences

may be made if, after giving it effect:

● the corporation would not be able to pay its debts as they

become due in the usual course of business;

● 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 corporation would not be able to pay its debts as they become due in the usual course of business;

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

4 unchanged sentences

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;

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;

any other method that is reasonable in the circumstances.

Securities Authorized for Issuance under Equity

Compensation Plan

The following table sets

forth information concerning securities authorized under equity compensation plans as of September 30, 2024.

Plan Category

securities to

be issued upon

Weighted-average

granted restricted

stock unit awards

available for

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Recent Sales of Unregistered Securities

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 (the “Stock Split”).

All of the then-outstanding shares of common stock were redesignated as

shares of Class A common stock in connection with the Stock Split.

As a result of the Stock Split, Zhengqiang Huang held 7,892,000

shares of Class A common Stock, Zhenwu Huang held 31,508,000 shares of Class A common stock, and Renmeng LLC held 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 (the “Renmeng Conversion”).

As a result of the Renmeng Conversion, Renmeng LLC holds

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.

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.

In December 2022 and January 2023,

the Company issued the following shares of its common stock to the listed holders, in each case the consideration being services rendered:

Name of Holder

King Bliss Limited

Class A Common Stock

Practical Excellence Limited

Class B Common Stock

Robust Century Ventures Limited

Class B Common Stock

Tower Luck Group Limited

Class B Common Stock

Broad Elite Ventures Limited

Class B Common Stock

Normanton Tech PTE.

Class B Common Stock

Pre-IPO Private Placement

In June and July 2023, the

Company 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 has agreed to a 180 day

lock-up with respect to such shares.

The Private Placement Shares are not subject to registration rights.

The number of Private Placement

Shares issued to each investor is set forth below:

Name of Holder

Thanh Chi Nguyen

Class B Common Stock

The Jenkins Family Trust

Class B Common Stock

Joseph Walker and Kimberly Spight Walker

Class B Common Stock

The Zeno Family Trust

Class B Common Stock

Theresa Wilson-McCray

Class B Common Stock

Chinese Restaurant Foundation

Class B Common Stock

Convertible Notes

In November and December 2022,

the Company issued nine promissory notes (as amended, 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 the Company.

The Convertible Notes each

bear an interest of 16% per annum and have a maturity date of 18 months after issuance (“Maturity Date”).

On December 17,

2022, the Company 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 (“Conversion Shares”).

On June 25, 2023, each of the holders of the Convertible

Notes agreed to waive any registration rights in connection with their Conversion Shares (the “Waiver”).

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

Each of the transferees agreed to the terms of the Waiver.

The shares of common stock

described above were issued in transactions not involving a public offering in reliance upon an exemption from registration provided by

Section 3(a)(9) or Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder.

None that have not

already been disclosed in a prior Quarterly Report on Form 10-Q or Current Report on Form 8-K.

Purchases of Equity Securities by the Issuer

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity