What changed in this filing

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Item 9A. Controls and Procedures

2025-01-14 compared with 2024-01-11 · 905 added, 833 removed, 740 unchanged (70% of the section changed)

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Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Annual

Report on Form 10-K, our management conducted an assessment of the effectiveness of our internal controls over financial reporting as

of the end of the period covered by this report (under the supervision and with the participation of our Chief Executive Officer (“CEO”)

In connection with the preparation

of this Report, our management conducted an assessment of the effectiveness of our internal controls over financial reporting as of the

end of the period covered by this report (under the supervision and with the participation of our Chief Executive Officer (“CEO”)

and Chief Financial Officer (“CFO”)).

Based on that assessment, our CEO and CFO have concluded that our disclosure controls

and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were not effective due to a material weakness in internal

control over financial reporting, as described below.

Management’s assessment of the effectiveness of our disclosure controls and

procedures is expressed at a level of reasonable assurance because management recognizes that any controls and procedures, no matter how

well designed and operated, can provide only reasonable assurance of achieving their objectives.

and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) were effective.

Management’s Annual Report on Internal

Controls over Financial Reporting

Our internal control over financial reporting

is a process designed by, or under the supervision of, our CEO and CFO and effected by our Board, management and other personnel, to provide

reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements for external

purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes policies and

procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions

of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of our financial statements

in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance

with the authorization of our Board and management;

and provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and participation of our

management, including our CEO, we evaluated the effectiveness of our internal control over financial reporting based on the framework

set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations of the Treadway

Our internal control over

financial reporting is a process designed by, or under the supervision of, our CEO and CFO and effected by our Board, management and other

personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of our financial statements

for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes

policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions

and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of our

financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made

only in accordance with the authorization of our Board and management;

and provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Under the supervision and

participation of our management, including our CEO, we evaluated the effectiveness of our internal control over financial reporting based

on the framework set forth in Internal Control - Integrated Framework issued in 2013 by the Committee of Sponsoring Organizations

of the Treadway Commission.

As part of our assessment of the effectiveness of our internal control over financial reporting as of September

management identified the following material weakness:

the Company did not adequately design and maintain effective general information

technology controls over third-party information systems and applications that are relevant to the preparation of the Company’s

financial statements:

● Information and Technology Controls:

Certain individual control deficiencies related to information technology (“IT”)

general controls and report reviews aggregate into a material weakness, as follows:

● Controls were not fully documented responding to all of the Complementary User Entity Controls forwarded through Software as a Service

(SaaS) vendor audit reports in the design and implementation of suggested controls.

● There were not always appropriate IT controls related to information produced by the entity (IPE), including spreadsheets, that are

relevant to the preparation of our consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or

interim financial statements will not be prevented or detected on a timely basis.

This material weakness did not result in any identified

material misstatements to the financial statements, and there were no changes to previously released financial results.

Based on this

material weakness, management concluded that at September 30, 2023, internal control over financial reporting was not effective.

This Report does not include an attestation report

of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under

the JOBS Act.

Management has been implementing and continues

to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these

controls are designed, implemented, and operating effectively.

The remediation actions include the following:

● establish more specific controls to respond to Complementary

User Entity Controls forwarded through SaaS vendor audit reports in the design and implementation of suggested controls;

● expand the management and governance over IT system controls;

● establish more specific controls to gain additional comfort

over the completeness and accuracy of IPE, including data used in spreadsheets used in the preparation of consolidated financial statements;

● implement enhanced process controls around internal user

access management including provisioning, removal, and periodic review.

We believe that these actions will remediate the

material weakness, once management has performed its assessment of our internal controls over financial reporting including the remedial

measures described above.

The weakness will not be considered remediated, however, until the applicable controls operate for a sufficient

period of time and management has concluded, through testing, that these controls are operating effectively.

30, 2024, management has performed adequate testing to conclude that the material weakness identified in the prior fiscal year has been

remediated as of September 30, 2024.

Management had identified a material weakness in the prior year related to the Company’s IT general

controls over third-party information systems and applications.

This material weakness was related to:

● Complementary

User Entity Controls:

Controls were not fully documented responding to all of the Complementary

User Entity Controls forwarded through Software as a Service vendor audit reports in the

design and implementation of suggested controls.

● Information

Produced by the Entity (IPE):

There were not always appropriate IT controls related to

information produced by the entity (IPE), including spreadsheets, that are relevant to the

preparation of our consolidated financial statements.

has taken the following actions to remediate this material weakness:

Controls for SaaS Reports:

Established more specific controls to effectively address

Complementary User Entity Controls arising from SaaS vendor audits.

IT Governance:

Expanded management oversight and controls within our IT systems.

Access Management:

Implemented a role-based access control system for all IT systems,

including regular reviews of user access rights and timely removal of access for terminated

This ensures that only authorized personnel have access to sensitive financial

These remediation actions have been in place for

a sufficient period of time, and management has performed adequate testing to conclude that the material weakness has been remediated

as of September 30, 2024.

This Report does not include

an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging

growth company under the JOBS Act.

Ongoing Monitoring

Management recognizes the

importance of ongoing monitoring and continuous improvement of our internal control over financial reporting.

We have established a process

for regularly evaluating the effectiveness of our controls, including periodic self-assessments, internal audits, and ongoing monitoring

This process allows us to identify and address any emerging risks or control deficiencies in a timely manner.

Changes in Internal Control over Financial

At September 30, 2023, as a privately owned company,

we were not subject to the Sarbanes-Oxley Act of 2002, the rules and regulations of the SEC, or other corporate governance requirements

applicable to public reporting companies with respect to the establishment of internal controls over financial reporting.

within the remedial measures above, during the year ended September 30, 2023, we developed and commenced the implementation of internal

controls over financial reporting, and we are continuing to develop and implement internal controls over financial reporting.

During the fiscal year ended

September 30, 2024, the Company underwent a significant transition as it became a publicly traded company.

As a private company, we were

not previously subject to the Sarbanes-Oxley Act of 2002, including the requirements for management’s assessment of internal control over

financial reporting.

To comply with these new requirements, we have undertaken substantial

efforts to develop and implement a comprehensive system of internal control over financial reporting in accordance with the 2013 Committee

of Sponsoring Organizations of the Treadway Commission framework.

These efforts included:

● Documentation

of key controls:

We have documented our significant processes and controls, including

those related to financial reporting, IT systems, and operational activities.

● Implementation

of new controls:

We have implemented new controls to address areas where deficiencies

were identified, particularly in IT general controls and the use of spreadsheets in financial

This includes enhanced controls over SaaS applications, improved IT governance,

and increased data accuracy procedures.

We have performed testing of our controls to evaluate their design and operating

effectiveness.

While we believe that significant

progress has been made in strengthening our internal control over financial reporting, these efforts are ongoing.

We continue to evaluate

and enhance our control environment to ensure its effectiveness and adaptability as the company grows and evolves.

Inherent Limitations on Internal Controls

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for future periods

are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

No evaluation of controls can provide absolute assurance that all control issues and instances

of fraud, if any, have been detected.

Because of its inherent limitations,

internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness for

future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

No evaluation of controls can provide absolute assurance that all control issues and

instances of fraud, if any, have been detected.

Other Information

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industries make him qualified to serve on our Board.

Zhenqiang (Michael)

Huang has served as our co-founder, Chief Financial Officer and director since the founding of the Company in July 2016.

(Michael) Huang has served as our co-founder, Chief Financial Officer and director since the founding of the Company in July 2016.

He oversees the functions relating to finance, accounting, reporting and procurement.

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joined our board of directors as an independent director in November 2023.

Markscheid has been the Managing Principal of

Aerion Capital, a family office, since July 2022.

He currently serves as independent non-executive director of seven other publicly listed

FANH), a financial services provider (since 2007);

Markscheid has been the Managing Partner of Aerion

Capital, a family office, since July 2022.

He currently serves as independent non-executive director of four other publicly listed companies:

Jinko Solar Inc.

JKS), a solar panel manufacturer

(since 2010);

Kingwisoft Technology Services Ltd.

8295.HK), an information technology company (since 2016);

Monterey Capital Acquisition

Corporation (Nasdaq:

MCAC), a special purpose acquisition company (since 2022);

JKS), a solar panel manufacturer (since 2010);

ConnectM Technology Solutions, Inc.

CNTM), a technology

company (since July 2024);

Four Leaf Acquisition Corporation (Nasdaq:

FORL), a special

purpose acquisition company (since 2023);

Tristar Acquisition I Corp.

TRIS), a special purpose acquisition company (since 2023);

and Centro Electric Group Limited (NASDAQ:

CENN), an electric vehicle technology company (since 2023).

Markscheid previously served

as a director of UGE International (XTSX:UGE), a solar installation company from August 2019 to July 2023.

He is also a trustee emeritus

of Princeton-in-Asia.

FORL), a special purpose acquisition company (since 2023);

Aria Acquisition Corporation (Nasdaq:

CHARU), a special purpose acquisition company (since October 2024);

and Shepherd Avenue Acquisition

Corporation (Nasdaq:

SPHAU), a special purpose acquisition company (since December 2024).

Markscheid previously served as a director

on numerous public boards including Cenntro Inc.

(Nasdaq CENN), an electric vehicle manufacturer from 2023 to 2024, UGE International

(XTSX:UGE), a solar installation company from August 2019 to July 2023, Fanhua, Inc.

FANH), a financial services provider from

2007 to 2024, Kingwisoft Technology Services Ltd.

8295.HK), an information technology company from 2016 to 2024, and several special

purpose acquisition companies.

He is also a trustee emeritus of Princeton-in-Asia.

From 1998 to 2006, he worked for GE Capital.

During his time with GE Capital, Mr.

Markscheid led GE Capital’s

business development activities in China and Asia Pacific, primarily acquisitions and direct investments.

his time with GE Capital, Mr.

Markscheid led GE Capital’s business development activities in China and Asia Pacific, primarily

acquisitions and direct investments.

Prior to GE Capital, Mr.

worked with the Boston Consulting Group throughout Asia.

He was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing

with Chase Manhattan Bank and First National Bank of Chicago.

Markscheid began his career with the US-China Business Council, in

Washington D.C.

He earned a BA in East Asian Studies from Princeton University in 1976, an MA in international affairs from

Johns Hopkins University in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian.

Markscheid worked with the Boston Consulting Group throughout Asia.

was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan Bank and First National Bank of Chicago.

Markscheid began his career with the US-China Business Council, in Washington D.C.

He earned a BA in East Asian Studies

from Princeton University in 1976, an MA in international affairs from Johns Hopkins University in 1980, and an MBA from Columbia University

in 1991, where he was class valedictorian.

We believe that Mr.

Markscheid’s extensive experience serving on public boards and working with technology companies makes him a qualified candidate

to serve on our Board.

Markscheid’s extensive experience serving on public boards and working

with technology companies makes him a qualified candidate to serve on our Board.

Markscheid was a consolidated

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Our Advisory Board

We have an Advisory Board comprised

of the following individuals:

We have an Advisory Board

comprised of the following individuals:

Advisory Board Nominee

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Advisory Board Nominee

The following sets forth certain

biographical information with respect to the members of our Advisory Board:

The following sets forth

certain biographical information with respect to the members of our Advisory Board:

an advisor of the Company, is a business consultant and financial advisor with 30 years of banking industry experience.

Recognized by

the American Bankers Association, she has served as Vice President Business Banker at Lakeside Bank since March 2021, where she is responsible

for developing new business for deposits and lending activities, managing customer portfolios, and expanding other banking products and

services relationships.

the American Bankers Association, she has served as Vice President Business Banker at Lakeside Bank where she was responsible for developing

new business for deposits and lending activities, managing customer portfolios, and expanding other banking products and services relationships.

For 30 years, Ms.

Vien worked in the banking industry in various positions including auditor, accountant, president

and chief executive officer at local Chicago community banks.

Most recently, from 2015 to 2020, Ms.

Yman served as President at Lotus

Financial Partners, which provides financial consulting services to local developers and business owners for raising private funding and

obtaining bank financing for real estate projects.

Vien also served as trustee and treasurer for Ravenswood Health Care Foundation

from 2007 to 2018.

Vien received her Bachelor’s Degree in Business Administration Managerial Accounting from Loyola University

She also received a diploma from the Graduate School of Banking, University of Wisconsin in 2000.

She holds real estate and insurance

In August 2021, Ms.

named as a defendant in a civil action brought by the Chinese Consolidated Benevolent Association, a Illinois not-for-profit corporation,

concerning Ms.

Vien’s involvement with the Chicago Chinatown Bridgeport Alliance Service Center, a Illinois not-for-profit corporation.

The action involved allegations of unfair competition, business fraud and breach of fiduciary duty, among others.

Vien filed a motion

to dismiss the case that is currently pending.

Vien worked in the banking industry in various positions including auditor, accountant, president and chief executive

officer at local Chicago community banks.

Most recently, from 2015 to current, Ms.

Vien serves as President at Lotus Financial Partners,

which provides financial consulting services to local developers and business owners for raising private funding and obtaining bank financing

for real estate development projects.

Same time from 2021, Ms.

Vien has helped to start an Adult Day Care Service center and In-Home Service

programs to seniors.

Vien also served as trustee and treasurer for Ravenswood Health Care Foundation from 2007 to 2018.

Vien received

her Bachelor’s Degree in Business Administration Managerial Accounting from Loyola University in 1985.

She also received a diploma

from the Graduate School of Banking, University of Wisconsin in 2000.

She holds real estate and insurance licenses.

She is the co-founder

and current board member of Chinese Mutual Aid Association, a not for profit organization serving refugees and immigrants in Chicago since

an advisor of the Company, focuses on the fields of AI, machine learning, and big data, he has published dozens of papers in international

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Board Composition

Our business and affairs are

organized under the direction of our board of directors, which consists of five (5) members.

Our business and affairs

are organized under the direction of our board of directors, which consists of five (5) members.

Our directors hold office until the earlier

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Our second amended and restated

articles of incorporation and amended and restated bylaws provide that the authorized number of directors may be changed only by resolution

of our board of directors.

Our second amended and restated articles of incorporation and amended and restated bylaws also provide that

our directors may be removed only for cause, and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent

(66 2/3%) of the total voting power of the outstanding shares of capital stock of the Company entitled to vote in the election of directors,

voting together as a single class, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of

our board of directors, may be filled only by vote of a majority of our directors then in office.

Board Diversity

We currently have no formal

policy regarding board diversity.

Our priority in selection of board members is identification of members who will further the interests

of our stockholders through his or her established record of professional accomplishment, the ability to contribute positively to the

collaborative culture among board members, knowledge of our business and understanding of the competitive landscape.

articles of incorporation and second amended and restated bylaws provide that the authorized number of directors may be changed only by

resolution of our board of directors.

Our second amended and restated articles of incorporation and second amended and restated bylaws

also provide that our directors may be removed only for cause, and only by the affirmative vote of the holders of at least sixty-six and

two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of capital stock of the Company entitled to vote in the

election of directors, voting together as a single class, and that any vacancy on our board of directors, including a vacancy resulting

from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Director Independence

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of this committee include, among other things:

● evaluating the performance, independence and qualifications

of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

● reviewing and approving the engagement of our independent

auditors to perform audit services and any permissible non-audit services;

● reviewing our annual and quarterly financial statements and

reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition

and Results of Operations,” and discussing the statements and reports with our independent auditors and management;

● reviewing with our independent auditors and management significant

issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and

effectiveness of our financial controls;

● reviewing our major financial risk exposures, including the

guidelines and policies to govern the process by which risk assessment and risk management is implemented;

● reviewing and evaluating on an annual basis the performance

of the audit committee, including compliance of the audit committee with its charter.

evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors;

reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management;

reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management is implemented;

reviewing and evaluating on an annual basis the performance of the audit committee, including compliance of the audit committee with its charter.

Our board of directors has

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The functions of this committee include, among other things:

● reviewing, modifying and approving (or if it deems appropriate,

making recommendations to the full board of directors regarding) our overall compensation strategy and policies;

● reviewing and approving the compensation, the performance

goals and objectives relevant to the compensation, and other terms of employment of our executive officers;

● reviewing and approving (or if it deems appropriate, making

recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable

for us, as well as modifying, amending or terminating existing plans and programs;

● reviewing and approving the terms of any employment agreements,

severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

● reviewing with management and approving our disclosures under

the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC;

● preparing the report that the SEC requires in our annual

proxy statement.

reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies;

reviewing and approving the compensation, the performance goals and objectives relevant to the compensation, and other terms of employment of our executive officers;

reviewing and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs;

reviewing and approving the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers;

reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC;

preparing the report that the SEC requires in our annual proxy statement.

Nominating and Corporate Governance Committee

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of this committee include, among other things:

● identifying, reviewing and evaluating candidates to serve

on our board of directors consistent with criteria approved by our board of directors;

● evaluating director performance on the board and applicable

committees of the board and determining whether continued service on our board is appropriate;

● evaluating, nominating and recommending individuals for membership

on our board of directors;

● evaluating nominations by stockholders of candidates for

election to our board of directors.

identifying, reviewing and evaluating candidates to serve on our board of directors consistent with criteria approved by our board of directors;

evaluating director performance on the board and applicable committees of the board and determining whether continued service on our board is appropriate;

evaluating, nominating and recommending individuals for membership on our board of directors;

evaluating nominations by stockholders of candidates for election to our board of directors.

The compensation committee

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personal and professional integrity, ethics and values;

● experience in corporate management, such as serving as an

officer or former officer of a publicly-held company;

● experience as a board member or executive officer of another

publicly-held company;

experience in corporate management, such as serving as an officer or former officer of a publicly-held company;

experience as a board member or executive officer of another publicly-held company;

strong finance experience;

● diversity of expertise and experience in substantive matters

pertaining to our business relative to other board members;

● diversity of background and perspective including, without

limitation, with respect to age, gender, race, place of residence and specialized experience;

● experience relevant to our business industry and with relevant

social policy concerns;

● relevant academic expertise or other proficiency in an area

of our business operations.

diversity of expertise and experience in substantive matters pertaining to our business relative to other board members;

diversity of background and perspective including, without limitation, with respect to age, gender, race, place of residence and specialized experience;

experience relevant to our business industry and with relevant social policy concerns;

relevant academic expertise or other proficiency in an area of our business operations.

There were eight (8) meetings,

exclusive of action by unanimous written consent, of the board of directors held during fiscal year 2024.

Each of our directors attended

all of the meetings of the board of directors held during fiscal year 2024, while such director was a member of the board of directors.

There were four (4) meetings,

exclusive of action by unanimous written consent, of the Audit Committee held during fiscal year 2024.

Each of the committee members attended

all of the meetings of the Audit Committee held during fiscal year 2024 while such committee member served on the Audit Committee.

There was one (1) meeting,

exclusive of action by unanimous written consent, of the Compensation Committee held during fiscal year 2024.

Each of the committee members

attended such meeting of the Compensation Committee held during fiscal year 2024.

There were zero (0) meetings,

exclusive of action by unanimous written consent, of the Nominating and Corporate Governance Committee held during fiscal year 2024.

Director Attendance at Annual Meeting of Stockholders

We do not have a formal policy

regarding the attendance of our board members at our annual meetings of stockholders, but we expect all directors to make every effort

to attend any meeting of stockholders.

Role of Board in Risk Oversight Process

Our co-founder and Chief

Executive Officer, Zhenwu (Wayne) Huang, currently beneficially owns approximately 65.69% of the voting power of our common stock.

Periodically,

our board of directors assesses these roles and the board of directors leadership structure to ensure the interests of the Company and

our stockholders are best served.

Executive Officer, Zhenwu (Wayne) Huang, beneficially owns approximately 64.28% of the voting power of our common stock as of December

Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests

of the Company and our stockholders are best served.

Our board of directors has determined that its current leadership structure is appropriate.

Zhenwu (Wayne)

Huang, as one of our founders and as our Chief Executive Officer, has extensive knowledge of all aspects of the Company, our business

Zhenwu (Wayne) Huang, as one of our founders and as our Chief Executive Officer, has extensive knowledge of all aspects of the Company,

our business and risks.

While management is responsible

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on our website identified above or in filings with the SEC.

Insider Trading Policy

We have adopted a formal

policy against insider trading which provides guidelines to all of our directors, officers, employees, and consultants with respect to

trading in our securities, as well as the securities of publicly traded companies with whom we have a business relationship.

has been designed to prevent insider trading or even allegations of insider trading.

Section 16(a) Beneficial Ownership Reporting

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the Exchange Act, except as set forth below:

Bliss Limited, a ten percent stockholder, failed to timely file its Form 3 once.

King Bliss Limited, a ten percent stockholder, failed to timely file its Form 4 once.

John Shigley, a director, failed to timely file its Form 4 once.

Stephen Markscheid, a director, failed to timely file its Form 4 once.

Saul Factor, a director, failed to timely file its Form 4 once.

Executive Compensation

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2024 and 2023.

Individuals we refer to as our “named executive officers” include our Chief Executive Officer and our

two other most highly compensated executive officers whose salary and bonus for services rendered in all capacities exceeded $100,000

during the fiscal year ended September 30, 2023.

Individuals we refer to as our “named executive officers” include our Chief Executive Officer and our two other

most highly compensated executive officers whose salary and bonus for services rendered in all capacities exceeded $100,000 during the

fiscal year ended September 30, 2024.

Our named executive officers

1 unchanged sentence

Chief Executive Officer

Zhenqiang (Michael) Huang

Chief Financial Officer

Matthew Casella

Chief Operating Officer

4 unchanged sentences

Zhenwu (Wayne) Huang

Zhenqiang (Michael) Huang

Matthew Casella

Narrative to Summary Compensation Table

Employment Agreements

For the fiscal year ended

September 30, 2023, the Company maintained employment agreements with its Chief Executive Officer, Chief Financial Officer, and Chief

Operating Officer.

Each of the agreements are with the Company’s predecessor, Richtech Creative Displays LLC, and provide for paid

For the fiscal year ended September 30, 2023, the Company maintained

employment agreements with its Chief Executive Officer, Chief Operating Officer and President.

Each of the agreements provide for paid

holidays, health insurance eligibility, and severance as required by applicable law.

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current clients or clients who have retained the Company in the 6-month period immediately preceding the employment termination.

The Company expects to enter

into new employment arrangements with each of its named executive officers following the offering, which will govern the terms of their

continuing employment with the Company.

Agreement with Chief Executive Officer

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Zhenwu (Wayne) Huang was $120,000.

Agreement with Chief Financial Officer

The CFO employment agreement

was entered as of July 1, 2016.

Initially, the CFO annual base salary was $50,000, and for the fiscal year ended September 30,

2023, the annual base salary for Mr.

Zhenqiang (Michael) Huang was $50,000.

Upon termination of employment without cause, the Company

is required to pay to Mr.

Zhenwu (Wayne) Huang an amount as required by the Employment Standards Act 2000 or other such legislation

as may be in effect at the time of termination.

This payment shall constitute the employee’s entire entitlement arising from said

The agreement provides for a non-solicitation period of six (6) months following the termination of employment.

Agreement with Chief Operating Officer

The COO employment agreement

was entered as of July 2, 2020.

Initially, the COO was paid an hourly rate of $50 per hour, and for the fiscal year ended September 30,

2023, the annual base salary for Mr.

Zheng was $104,800.

The COO employment agreement was entered as of July 2, 2020.

Zheng was paid an hourly rate of $50 per hour, and for the fiscal year ended September 30, 2024, the annual base salary for Mr.

was $133,717.

On November 20, 2024, Mr.

Zheng was granted 200,000 shares of Class B common stock.

Upon termination of employment without

cause, the Company is required to pay to Mr.

Zheng an amount as required by the Employment Standards Act 2000 or other such legislation

as may be in effect at the time of termination.

This payment shall constitute the employee’s entire entitlement arising from said

The agreement provides for a non-solicitation period of six (6) months following the termination of employment.

On November 20, 2024, Mr.

Zheng was granted 200,000 shares of Class

B common stock

Agreement with President

The employment agreement

with Matt Casella August 15, 2023.

For the fiscal year ended September 30, 2023, the annual base salary for Mr.

Under the terms of the agreement, the annual stock option grant will follow a “50+70” plan, where 50,000 shares

will be granted as vested stock options after one year of service, and an additional 70,000 shares will be granted based on the completion

of annual performance targets.

On November 20, 2024, Mr.

Casella was granted 60,000 shares of Class B common stock.

Upon termination of

employment without cause, the Company is required to pay to Mr.

Casella an amount as required by the Employment Standards Act 2000

or other such legislation as may be in effect at the time of termination.

This payment shall constitute the employee’s entire entitlement

arising from said termination.

The agreement provides for a non-competition and non-solicitation period of twelve (12) months following

the termination of employment.

Outstanding Equity Awards at Fiscal Year-End

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Zhenwu (Wayne) Huang

Zhenqiang (Michael) Huang

Matthew Casella

Incentive Plan

Our Board has adopted the Richtech

Robotics Inc.

2023 Stock Option Plan (the “Incentive Plan”), which has also been approved by our shareholders.

The principal

purposes of the Incentive Plan are to:

On September 26, 2024, our

Board and the holders of a majority of the voting power of the outstanding Class B common stock of the Company adopted resolutions by

written consent to approve and adopted the Amended and Restated Richtech Robotics Inc.

2023 Stock Option Plan (the “Incentive Plan”),

pursuant to the Company’s second amended and restated bylaws and Nevada law.

The principal purposes of the Incentive Plan are to:

(a) attract and retain the best available personnel for positions of substantial responsibility;

(b) provide additional incentive to employees, directors, and consultants;

and (c) promote the success of the business of the

The following description of the principal terms of the Incentive Plan is a summary of the terms of the Incentive Plan and is

qualified in its entirety by the full text of the Incentive Plan.

(b) provide additional incentive

to employees, directors, and consultants;

and (c) promote the success of the business of the Company.

The following description of

the principal terms of the Incentive Plan is a summary of the terms of the Incentive Plan and is qualified in its entirety by the full

text of the Incentive Plan.

Administration of the Incentive Plan

Our Board or a committee appointed

by the Board will administer the Incentive Plan.

Our Board or a committee

appointed by the Board will administer the Incentive Plan.

The plan administrator has broad authority to:

● select participants and determine the types of awards that

they are to receive;

● determine the number of shares that are to be subject to

awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award and establish the

vesting conditions (if applicable) of such shares or awards;

● cancel, modify, or waive our rights with respect to, or modify,

discontinue, suspend, or terminate any or all outstanding awards, subject to any required consents;

● reduce the exercise price of an option if the fair market

value of shares covered by such option has declined since the date the option was granted;

● determine whether an option will be settled in cash instead

● construe and interpret the terms of the Incentive Plan and

any agreements relating to the Incentive Plan.

select participants and determine the types of awards that they are to receive;

determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award and establish the vesting conditions (if applicable) of such shares or awards;

cancel, modify, or waive our rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consents;

reduce the exercise price of an option if the fair market value of shares covered by such option has declined since the date the option was granted;

determine whether an option will be settled in cash instead of shares;

construe and interpret the terms of the Incentive Plan and any agreements relating to the Incentive Plan.

Shares Subject to the Incentive Plan

A total of 6,000,000 shares

of Class B common stock is available for issuance under the Incentive Plan.

If an option should expire or become unexercisable for

any reason without having been exercised in full or no shares are issued with respect to an award, the shares underlying that award will

again become available for issuance under the Incentive Plan.

All of the shares available under the Incentive Plan may be issued upon

the exercise of incentive stock options.

An aggregate of 6,000,000

shares was initially reserved under the original Incentive Plan.

An aggregate of 14,311,215 shares of Class B common stock was reserved

for issuance under the amended and restated Incentive Plan (including the 6,000,000 shares originally reserved).

As of September 30, 2024,

525,274 shares remain available for issuance under the Incentive Plan.

If an option should expire or become unexercisable for any reason

without having been exercised in full or no shares are issued with respect to an award, the shares underlying that award will again become

available for issuance under the Incentive Plan.

All of the shares available under the Incentive Plan may be issued upon the exercise

of incentive stock options.

Participation

Employees, directors, and consultants

that provide services to us or one of our subsidiaries may be selected to receive awards under the Incentive Plan.

Incentive stock options

may only be granted under the Incentive Plan to persons who, at the time of the grant, are employees of our Company or our subsidiaries.

Employees, directors, and

consultants that provide services to us or one of our subsidiaries may be selected to receive awards under the Incentive Plan.

stock options may only be granted under the Incentive Plan to persons who, at the time of the grant, are employees of our Company or our

subsidiaries.

Types of Awards

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rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards.

The holders of restricted stock

units will have no voting rights.

Prior to settlement or forfeiture, restricted stock units awarded under the Incentive Plan may, at the

plan administrator’s discretion, provide for a right to dividend equivalents.

Such right entitles the holder to be credited with

an amount equal to all dividends paid on one share of Class B common stock while each restricted stock unit is outstanding.

equivalents may be converted into additional restricted stock units.

Settlement of dividend equivalents may be made in the form of cash,

shares, other securities, other property, or a combination of the foregoing.

Prior to distribution, any dividend equivalents shall be

subject to the same conditions and restrictions as the restricted stock units to which they are payable.

The holders of restricted

stock units will have no voting rights.

Prior to settlement or forfeiture, restricted stock units awarded under the Incentive Plan may,

at the plan administrator’s discretion, provide for a right to dividend equivalents.

Such right entitles the holder to be credited

with an amount equal to all dividends paid on one share of Class B common stock while each restricted stock unit is outstanding.

Dividend equivalents may be converted into additional restricted stock units.

Settlement of dividend equivalents may be made in the form

of cash, shares, other securities, other property, or a combination of the foregoing.

Prior to distribution, any dividend equivalents

shall be subject to the same conditions and restrictions as the restricted stock units to which they are payable.

Equitable Adjustments

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Transferability

An award may not be sold, pledged,

assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution, and may

be exercised or purchased during the lifetime of the participant, only by the participant.

The Incentive Plan became effective

upon adoption by the Board on November 16, 2023 and, unless terminated, the Incentive Plan will continue in effect for a term of ten (10) years.

An award may not be sold,

pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution,

and may be exercised or purchased during the lifetime of the participant, only by the participant.

The Incentive Plan became

effective upon adoption by the Board on November 16, 2023 and, unless terminated, the Incentive Plan will continue in effect for a term

of ten (10) years.

Amendment and Termination

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Director Compensation

The non-executive members of

our Board did not receive any compensation prior to our initial public offering.

Following our initial public offering, our non-employee

directors and members of our Advisory Board will each receive an initial award of 6,427 restricted shares of Class B common stock.

shares would vest ratably on an annual basis over four years beginning on the first anniversary of this offering.

Following our initial public offering, our non-employee directors and

members of our Advisory Board will each receive an initial award of 6,427 restricted shares of Class B common stock.

Such shares would

vest ratably on an annual basis over four years beginning on the first anniversary of the initial public offering.

Non-employee directors

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their duties as directors of the Company.

The following table shows the

compensation paid to our non-employee directors during the year ended September 30, 3023.

The following table shows

the compensation paid to our non-employee directors during the year ended September 30, 3024.

On July 1, 2024, the Company issued 12,000 shares of its Class B common

stock to each of its non-employee directors as compensation for their services on the Board of Directors.

The shares were issued at the

closing market price of the Company’s common stock on the date of grant.

The total value of the stock issued to each director was $14,640.

Stephen Markscheid

Limitation of Liability and Indemnification

The Company’s second

amended and restated articles of incorporation and amended and restated bylaws limit the directors’ liability and may indemnify

directors and officers to the fullest extent permitted under NRS 78.7502-NRS 78.751.

The Company’s

second amended and restated articles of incorporation and second amended and restated bylaws limit the directors’ liability and

may indemnify directors and officers to the fullest extent permitted under the NRS 78.7502-NRS 78.751.

Nevada law, NRS 78.138, provides

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As permitted by Nevada law

or our second amended and restated articles of incorporation, our 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 holdharmless any officer or director against all expense, liability and loss (including, without

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

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Owners and Management and Related Stockholder Matters

The following table sets forth

certain information concerning the ownership of our Class A common stock and Class B common stock as of the date of this Report,

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;

The following table sets

forth certain information concerning the ownership of our Class A common stock and Class B common stock as of the date of this

Report, 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

(iii) each of our named

executive officers;

and (iv) all of our current directors and executive officers as a group.

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is based on an aggregate of 112,052,244 shares of our common stock, consisting of (i) 39,934,846 shares of our Class A common

stock and (ii) 17,855,563 shares of our Class B common stock outstanding as of the date of this Report.

stock and (ii) 72,117,398 shares of our Class B common stock outstanding as of January 10, 2025.

We have determined beneficial

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stock and Class B common stock that they beneficially own, subject to applicable community property laws.

Beneficial Ownership Table

Name of Beneficial Owner (1)

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5% Stockholders

King Bliss Limited (2)

Broad Elite Ventures Limited (3)

Renmeng LLC (4)

Yimeng Zhao (7)

Zhiqi Yan (7)

Harmony Grace Holdings Limited (5)

Dongdong Cao (8)

Tower Luck Group Limited (6)

Xiaojing Chang (8)

Youhong Zeng (8)

Jinbing Xie (8)

* Less than 1%

(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.

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.

Liqun Zhu is the chief executive officer of Broad Elite

Ventures 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.

Scott Ren is the majority shareholder and manager of

Renmeng LLC, a Nevada limited liability company, and as such, has sole voting and dispositive power over the securities held by such

Zichen Liu is the sole shareholder of Harmony Grace Holdings

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.

Baolin Min is the chief executive officer of Tower Luck

Group 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.

(7) Shares held by each of these individuals represent shares

of Class B common stock issued to each holder upon conversion of the Convertible Notes held by such individuals.

(8) Shares held by each of these individuals represent shares

of Class B common stock issued upon conversion of the Convertible Notes, which shares were transferred to each individual by prior holders

thereof on October 27, 2023.

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.

Changes in Control

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Transactions, and Director Independence

The following is a description

of transactions since October 1, 2022 to which we were a party in which (i) the amount involved exceeded or will exceed the lesser

of $120,000 of one percent (1%) of our average total assets at year-end for the last two completed fiscal years and (ii) any

of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person

sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity

and other compensation, termination, change in control and other similar arrangements, which are described under “Executive and

Director Compensation.”

In December of 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 addition, we had the following

related party balances:

During the year ended September 30, 2024, the Company repaid all outstanding

loans from related parties.

These loans, which were previously disclosed in our Form 10-K for the year ended September 30, 2023, were

obtained to support the Company’s operations and growth.

The repayment of these loans demonstrates the Company’s commitment to sound financial

management and reducing its reliance on related party financing.

In addition, we had the following related party balances:

September 30,

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subsidiaries of the Company that were disposed of on December 31, 2021.

The Company has been making interest-free and non-maturity

loans to both companies since their inceptions.

On December 31, 2021, Uplus Academy LLC and Uplus Academy NLV LLC, former subsidiaries

of Richtech, were disposed to Zhenwu Huang, CEO and controlling stockholder of the Company, to pay off part of Zhenwu Huang’s earlier

loans to the Company.

The transaction price for Uplus Academy LLC and Uplus Academy NLV LLC were $120 and $7, respectively.

As of September 30, 2024, loans to Uplus Academy LLC and Uplus

Academy NLV LLC were fully repaid.

(ii) Bison Systems LLC was 100% owned by Zhenwu Huang, CEO and

controlling stockholder of the Company and Zhenqiang Huang, CFO and major stockholder of the Company.

In 2022 and 2023, Bison Systems

LLC made several interest-free and non-maturity loans to the Company to support its daily operation.

As of September 30, 2024, the loans

from Bison Systems LLC were fully repaid.

(iii) Zhenwu Huang, CEO and controlling stockholder of the Company,

made multiple interest-free and non-maturity loans to the Company since the inception of the business to support the Company’s

As of September 30, 2023 and September 30, 2022, the remaining balance of these loans were $113 and $214, respectively.

As of September 30, 2024, the loans from Zhenwu Huang were fully repaid.

(iv) Phil Zheng has served as the Company’s COO since February

Phil made an interest-free and non-maturity loans to the Company in May 2023.

Phil Zheng made an interest-free and non-maturity loan to the Company in May 2023.

As of September 30, 2024, the loan from Phil

Zheng was fully repaid.

Principal Accounting Fees and Services

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and consultations concerning financial accounting and reporting standards.

We paid Bush & Associates $18,000 and $0 for consultations

concerning financial accounting and reporting standards for the years ended September 30, 2023 and 2022, respectively.

We paid Bush & Associates $15,600 and $18,000 for

consultations concerning financial accounting and reporting standards for the years ended September 30, 2024 and 2023, respectively.

We did not pay Bush &

3 unchanged sentences

Associates for any other services for the years ended September 30, 2024 and 2023.

Procedures For Board

of Directors Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor

audit committee was formed upon the consummation of our initial public offering.

As a result, the audit committee did not pre-approve

all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board

of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all

auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject

to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the

completion of the audit).

Procedures For Board of Directors Pre-Approval

of Audit and Permissible Non-Audit Services of Independent Auditor

Our audit committee was formed

upon the consummation of our initial public offering.

As a result, the audit committee did not pre-approve all of the foregoing services,

although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation

of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted

non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions

for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits and Financial Statements

following documents are filed as part of this Report:

The following documents are filed as part of this Report:

Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID 6797)

Balance Sheets

Statements of Operations

Statements of Stockholders’ Equity

Statements of Cash Flows

Notes to Financial Statements

(2) Financial

Statement Schedules

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in

the financial statements and notes thereto beginning on page F-1 of this Report.

We hereby file as part of

this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can be inspected on

the SEC website at www.sec.gov.

Form 10-K Summary.

Not applicable.

RICHTECH ROBOTICS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm (PCAOB ID 6797 ) F-2

Balance Sheets as of September 30, 2023 and 2022 F-3

Statements of Operations for the Fiscal Years Ended September 30, 2023 and 2022 F-4

Statements of Stockholders’ Equity for the Fiscal Years Ended September 30, 2023 and 2022 F-5

Statements of Cash Flows for the Fiscal Years Ended September 30, 2023 and 2022 F-6

Report of Independent Registered Public Accounting Firm (PCAOB ID 6797 ) F-2

Balance Sheets F-4

Statements of Operations F-5

Statements of Stockholders’ Equity F-6

Statements of Cash Flows F-7

Notes to Financial Statements F-8

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders,

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and the Board of Directors of

Richtech Robotics, Inc.

Las Vegas, Nevada

OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

OPINION ON THE FINANCIAL STATEMENTS

We have audited the accompanying consolidated balance sheets of Richtech

Robotics, Inc.

and Subsidiaries (the “Company”) as of September 30, 2023 and 2022, and the related consolidated statements

of operations and comprehensive income , changes in stockholders’ deficit, and cash flows for each of the years then

ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and

2022, and the results of their operations and their cash flows for each of the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

and Subsidiaries (the “Company”) as of September 30, 2024, and the related consolidated statements of operations

and comprehensive income, changes in stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively

referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly,

in all material respects, the financial position of the Company as of September 30, 2024, and the results of their operations and their

cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

BASIS FOR OPINION

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)

(“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws

and the applicable rules and regulations of the Securities Exchange Commission and the PCAOB, and the relevant ethical requirements relating

to our audits.

We conducted our audits in accordance with the

standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America.

Those standards

require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free

These financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on these financial statements based on our audit.

We are a public accounting firm

registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent

with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities

and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement, whether due to error or fraud.

5 unchanged sentences

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Bush & Associates CPA LLC

Our audit included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures

included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included

evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation

of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

CRITICAL AUDIT MATTERS

The critical audit matters communicated

below are matters arising from the current period audit of the financial statements that were communicated to the audit committee

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on

the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate

opinions on the critical audit matters or on the accounts or disclosures to which they relate.

CRITICAL AUDIT MATTER:

REVENUE RECOGNITION.

Description of the Matter:

We identified revenue recognition as a critical

audit matter.

Richtech Robotics Inc.

generates revenue primarily through direct sales of branded robotic products to customers.

also generates revenue from Robots-as-a-Service (RaaS).

which provide customers with ongoing access to our robotic solutions under long-term

For RaaS agreements, revenue is recognized over time on a monthly basis as the services are provided and the customer benefits

from the use of the robotic solutions.

The transaction price is typically fixed and allocated

evenly across the contract term unless specific usage-based considerations are included.

Revenue recognition begins once the robots are

installed and operational at the customer’s site.

For the fiscal year ended September 30, 2024, the Company reported

revenue of approximately $4,240 thousand, representing a 52% decrease from the previous year.

The Company’s revenue recognition process involves significant judgment

in several areas:

Identifying performance obligations in customer contracts

Determining the timing of control transfer to customers

Measuring and allocating the transaction price

Assessing the probability of collecting consideration from customers

Given the complexity of the Company’s revenue recognition policy, which

adheres to ASC 606, and the significant decrease in revenue, auditing revenue recognition required extensive audit effort and a high degree

of auditor judgment

How the Critical Audit Matter Was Addressed in the Audit

Auditor’s Evaluation:

Evaluating the Company’s revenue recognition policy for compliance with ASC 606

Analyzing a sample of customer contracts to assess proper identification of performance obligations

Testing the timing of revenue recognition by examining shipping documents and delivery terms

Performing substantive analytical procedures to identify unusual revenue trends

Assessing the Company’s disclosures related to revenue recognition in the financial statements

/s/ Bush & Associates CPA LLC

We have served as the Company’s auditor

We have served as the Company’s auditor since 2024.

Henderson, Nevada

January 14, 2024

PCAOB ID Number 6797

RICHTECH ROBOTICS INC.

Balance Sheets

September 30, 2024 and 2023

(In thousands, except share and per share data)

September 30,

Current assets:

Cash and cash equivalents

Accounts receivable, (net of allowance for doubtful accounts of $ 333 and $ 86 as of September 30, 2023 and 2022, respectively)

Short term investment

Accounts receivable, (net of allowance for doubtful accounts)

Amount due from related parties, current

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Operating lease right-of-use-assets

Intangible assets, Net

Other assets, non-current

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Total current liabilities

Long-term payables

Operating lease liabilities, non-current

Total liabilities

Commitments and contingencies (Note 7)

Commitments and contigencies

Stockholders’ equity:

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Retained earnings

Total controlling stockholders’ equity

Total stockholders’ equity

Total liabilities, preferred stock and stockholders’ equity

Total liabilities, preferred stock and stockholder's equity

See accompanying Notes to Financial Statements

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Statements of Operations

For the years ended September 30, 2024 and 2023

(In thousands, except share and per share data)

Year ended September 30,

Cost of revenue, net

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Total operating expenses

Gain/(Loss) from operations

Other income (expense):

Interest expense, net

Total other expense

Loss from operations

Non-operating income(expense):

Investment Income

Interest expenses, net

Total other expenses

Loss before income tax expense

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See accompanying Notes to Financial Statements.

ROBOTICS INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands except share data)

RICHTECH ROBOTICS INC

the years ended September 30, 2023 and 2024

thousands, except per share data)

Common stock*

Retained earnings

Shareholders’

Balances, September 30, 2021

Shareholder capital injection

Conversion of member units to common stock

Non-controlling interest

Balances, September 30, 2022

Balance at September 30, 2022

Common stock issued for cash

Common stock issued for services

Common stock issued for future services

Provision of Common stock issued for future services

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( 1,200,000 )

Balances, September 30, 2023

* Par value per share and the number of shares has been retrospectively

restated for the related period in connection with our 4-for-1 forward stock split and concurrent re-designation of our common stock

into Class A and Class B common stock in October 2022.

Balance at September 30, 2023

Initial Public offering related expenses

Common stock Issuance for initial public offering*

Issuance of Common shares for Loan Settlement

Issuance of Common Shares for Intangible Asset Acquisition

Shares Issued to Employees and Directors

Issuance of new shares for cash

Conversion from class A to Class B Common stock

( 4,419,000 )

Balance at September 30, 2024

* Par value per share and the number of shares has been retrospectively restated for the related period in connection with our 4-for-1 forward stock split and concurrent re-designation of our common stock into Class A and Class B common stock in October 2022.

See accompanying Notes to Financial Statements.

ROBOTICS INC.

RICHTECH ROBOTICS, INC.

STATEMENTS OF CASH FLOWS

For the year ended September 30, 2024 and 2023

(In thousands)

ended September 30,

Cash flows from operating Activities:

Non-controlling interests

Adjustments to reconcile net loss to net cash

used in operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Accounts receivable

Prepaid expenses and

other current assets

Prepaid expenses and other current assets

Right-of-use asset

Deferred tax assets

Accounts payable

Accrued expenses

Operating lease liabilities,

lease liabilities, non-current

cash used in operating activities

Cash Flows From Investing

Sale of property and

Cash used for lending

to related parties

collection from loan to related parties

cash received (used) in investing activities

Cash Flows From Financing

Proceeds from the issuance

of related party debt

Payment of related party

Payment of long-term

Proceeds from short-term

from stockholder capital injection

Net cash provided by

financing activities

Deferred tax assets

Depreciation and amortization

Operating lease liabilities, current

Operating lease liabilities, non- current

Net cash provided by operating activities

Cash flows from investing activities:

Purchase of equipment

Purchase of intangible assets

Purchase of short-term investments

Purchase of long-term investments

Cash used for lending to related parties

Payment received from lending to related parties

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from the issuance of related party debt

Payment of loans received from third parties

Loans received from third parties

Loan Settlement

Payment of related party debt

Proceeds from issuance of ordinary shares

Proceeds from stockholder capital injection

Net Cash used in financing activities

Net change in cash and cash equivalents

Cash, cash equivalents

and restricted cash at beginning of year

Cash, cash equivalents

and restricted cash at end of year

Supplemental Disclosure

of Non-cash Transactions:

Disposition of

accompanying Notes to Financial Statements.

TO FINANCIAL STATEMENTS

Cash, cash equivalents and restricted cash at beginning of the period

Cash, cash equivalents and restricted cash at end of the period

See accompanying Notes to Financial Statements.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

1 unchanged sentence

Nature of Business

Description of Business

Richtech Robotics Inc.

(“we”, “us”, “our”

or “Richtech”), is a Nevada C-Corporation registered in Nevada.

Richtech was converted from Richtech Creative Displays, LLC

on June 22, 2022, which is the predecessor of Richtech and established on July 19, 2016 in Nevada.

are a leading provider of service robotic solutions by developing, manufacturing, and deploying novel products that address the growing

need for automation in the service industry.

We develop and provide service automation solutions that directly address the labor

shortage problem affecting the US service industry.

Our solutions include delivery, commercial cleaning, food & beverage service,

and customization and development service, which have been implemented more than 80 cities across the United States in restaurants,

hotels, casinos, senior living homes, factories and retail centers.

Our solutions automate repetitive and time-consuming tasks which

allows clients to reallocate labor hours to more value-creating roles.

Many of our clients see our robotic solutions as crucial

to expanding and scaling their businesses.

Our goal is to be a long-term partner to our clients, providing them with a range of robotic

solutions to remedy their problems.

and Uncertainties

Company’s business and operations are sensitive to general business and economic conditions worldwide.

These conditions include

short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the

world economy.

A host of factors beyond the Company’s control could cause fluctuations in these conditions.

Adverse developments

in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and

the results of its operations.

In addition, the Company will compete with many companies that currently have extensive and well-funded

projects, marketing and sales operations.

The Company may be unable to compete successfully against these companies.

The Company’s

industry is characterized by rapid changes in technology and market demands.

As a result, the Company’s products, services, or

expertise may become obsolete or unmarketable.

The Company’s future success will depend on its ability to adapt to technological

advances, anticipate customer and market demands, and enhance its current technology under development.

Growth Company Status

are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment

of the JOBS Act, until such time as those standards apply to private companies.

have elected to use this extended transition period for complying with new or revised accounting standards that have different effective

dates for public and private companies until the earlier of the date that we are (1) no longer an emerging growth company or (2) affirmatively

and irrevocably opt out of the extended transition period provided in the JOBS Act.

As a result, our financial statements may not be

comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

will remain an emerging growth company until the earliest of (1) the last day of the first fiscal year (A) following the

fifth anniversary of the completion of this offering, (B) in which our total annual gross revenue is at least $ 1.235 billion

or (C) when we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by non-affiliates

exceeds $ 700.0 million as of our most recently completed second fiscal quarter and (2) the date on which we have issued

more than $ 1.0 billion in non-convertible debt securities during the prior three-year period.

TO FINANCIAL STATEMENTS

“us”, “our” or “Richtech”), is a Nevada C-Corporation registered in Nevada.

Richtech was converted

from Richtech Creative Displays, LLC on June 22, 2022, and is the predecessor of Richtech.

Richtech Creative Displays, LLC was established

on July 19, 2016 in Nevada.

We are a leading provider

of service robotic solutions.

We develop, manufacture, and deploy novel products that address the growing need for automation in the service

industry and provide service automation solutions that directly address the labor shortage problem affecting the US service industry.

Our solutions include delivery, commercial cleaning, food & beverage service, and customization and development service, which have

been implemented in more than 80 cities across the United States in restaurants, hotels, casinos, senior living homes, factories and retail

Our solutions automate repetitive and time-consuming tasks which allows clients to reallocate labor hours to more value-creating

Many of our clients see our robotic solutions as crucial to expanding and scaling their businesses.

Our goal is to be a long-term

partner to our clients, providing them with a range of robotic solutions to remedy their problems.

Risk and Uncertainties

The Company’s business

and operations are sensitive to general business and economic conditions worldwide.

These conditions include short-term and long-term

interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy.

A host of factors

beyond the Company’s control could cause fluctuations in these conditions.

Adverse developments in these general business and economic

conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.

the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations.

Company may be unable to compete successfully against these companies.

The Company’s industry is characterized by rapid changes

in technology and market demands.

As a result, the Company’s products, services, or expertise may become obsolete or unmarketable.

The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands,

and enhance its current technology under development.

Emerging Growth Company Status

We are an emerging growth

company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).

Under the JOBS Act, emerging growth

companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as

those standards apply to private companies.

We have elected to use this

extended transition period for complying with new or revised accounting standards that have different effective dates for public and private

companies until the earlier of the date that we are (1) no longer an emerging growth company or (2) affirmatively and irrevocably opt

out of the extended transition period provided in the JOBS Act.

As a result, our financial statements may not be comparable to companies

that comply with the new or revised accounting pronouncements as of public company effective dates.

We will remain an emerging

growth company until the earliest of (1) the last day of the first fiscal year (A) following the fifth anniversary of the completion of

November 17, 2023, (B) in which our total annual gross revenue is at least $ 1.235 billion or (C) when we are deemed to be a large accelerated

filer, which means the market value of our common stock that is held by non-affiliates exceeds $ 700.0 million as of our most recently

completed second fiscal quarter and (2) the date on which we have issued more than $ 1.0 billion in non-convertible debt securities during

the prior three-year period.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

1 unchanged sentence

Summary of Significant Accounting Policies

of Presentation

financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States

(“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

All intercompany

accounts and transactions have been eliminated in consolidation.

preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses

during the reporting periods.

Actual results could differ from those estimates.

segments are identified as components of an enterprise about which separate financial information is available for evaluation by the

chief operating decision-maker in making decisions regarding resource allocation and assessing performance.

We view our operations and

manage our business as one operating segment.

and Cash Equivalents

consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

our cash and cash equivalents in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings.

receivables are primarily comprised of trade receivables presented net of rebates, price protection and an allowance for credit loss.

Accounts receivable also include unbilled receivables, which primarily represent work completed on development services recognized as

revenue but not yet invoiced to customers and semi-custom products under non-cancellable purchase orders that have no alternative use

to the Company at contract inception, for which revenue has been recognized but not yet invoiced to customers.

All unbilled accounts

receivables are expected to be billed and collected within twelve months.

manage our exposure to customer credit risk through credit limits, credit lines, ongoing monitoring procedures and credit approvals.

Furthermore, we perform in-depth credit evaluations of all new customers and, at intervals, for existing customers.

From this, we may

require letters of credit, bank or corporate guarantees or advance payments if deemed necessary.

We maintain an allowance for credit

loss, consisting of known specific troubled accounts as well as an amount based on overall estimated potential uncollectible accounts

receivable based on historical experience and review of their current credit quality.

The amount of allowance for doubtful accounts were

$ 333 and $ 86 as of September 30, 2023 and 2022, respectively.

We do not believe the receivable balance from its customers represents

a significant credit risk.

value inventory at standard cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions

about future demand and market conditions.

In determining excess or obsolescence reserves for its products, we consider assumptions such

as changes in business and economic conditions, other-than-temporary decreases in demand for its products, and changes in technology

or customer requirements.

In determining the lower of cost or net realizable value reserves, we consider assumptions such as recent historical

sales activity and selling prices, as well as estimates of future selling prices.

We fully reserve for inventories and non-cancellable

purchase orders for inventory deemed obsolete.

We perform periodic reviews of inventory items to identify excess inventories on hand

on-hand balances and non-cancellable purchase orders to anticipated usage using recent historical activity as well as anticipated or

forecasted demand.

If estimates of customer demand diminish further or market conditions become less favorable than those projected by

us, additional inventory carrying value adjustments may be required.

TO FINANCIAL STATEMENTS

Basis of Presentation

These financial statements

and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”),

pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

All intercompany accounts and transactions

have been eliminated in consolidation.

Use of Estimates

The preparation of the financial

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

results could differ from those estimates.

Segment Reporting

Operating segments are identified

as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker

in making decisions regarding resource allocation and assessing performance.

We view our operations and manage our business as one operating

Cash and Cash Equivalents

We consider all highly liquid

investments purchased with an original maturity of three months or less to be cash equivalents.

We place our cash and cash equivalents

in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings.

Accounts Receivable

Our accounts receivable primarily

consist of trade receivables, which represent amounts owed to us by customers for products and services provided.

These receivables are

presented net of any rebates, price protection adjustments, and an allowance for credit losses.

In addition to trade receivables, our

accounts receivable also include unbilled receivables.

These primarily relate to work completed on development services and semi-custom

products for which revenue has been recognized but not yet invoiced to customers.

We expect these unbilled receivables to be billed and

collected within twelve months.

We actively manage our exposure

to customer credit risk through various measures, including credit limits, credit lines, ongoing monitoring procedures, and credit approvals.

We perform in-depth credit evaluations of all new customers and periodically reassess the creditworthiness of existing customers.

necessary, we may require letters of credit, bank or corporate guarantees, or advance payments to mitigate credit risk.

To account for potential

losses from uncollectible accounts, we maintain an allowance for credit losses.

This allowance considers both specific troubled accounts

and an overall estimate of potential uncollectible receivables based on historical experience and current credit quality assessments.

As of September 30, 2024, the allowance for credit losses was $ 197 thousand, compared to $ 333 thousand as of September 30, 2023.

that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential for uncollectible

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

1 unchanged sentence

Summary of Significant Accounting Policies (cont.)

as of September 30, 2023 and 2022 are as follows:

September 30,

We value inventory at standard

cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market

In determining excess or obsolescence reserves for our products, we consider assumptions such as changes in business and economic

conditions, other-than-temporary decreases in demand for our products, and changes in technology or customer requirements.

In determining

the lower of cost or net realizable value reserves, we consider assumptions such as recent historical sales activity and selling prices,

as well as estimates of future selling prices.

We fully reserve for inventories and non-cancellable purchase orders for inventory deemed

We perform periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances and non-cancellable

purchase orders to anticipated usage using recent historical activity as well as anticipated or forecasted demand.

If estimates of customer

demand diminish further or market conditions become less favorable than those projected by us, additional inventory carrying value adjustments

may be required.

Inventory as of September 30, 2024 and 2023 are as follows:

Year ended September 30,

Raw materials

Finished goods

and Equipment, net

and equipment, net is stated at cost less accumulated depreciation and amortization and is depreciated using the straight-line method

over the estimated useful lives of the assets.

Estimated useful lives of equipment is two to six years, and leasehold

improvements are measured by the shorter of the remaining terms of the leases or the estimated useful economic lives of the improvements.

and equipment, as of September 30, 2023 and 2022 are as follows:

Furniture, fixtures &

Total inventories

Property, and Equipment, net

Property and equipment, net

is stated at cost less accumulated depreciation and amortization and is depreciated using the straight-line method over the estimated

useful lives of the assets.

Estimated useful lives of equipment is two to six years , and leasehold improvements are measured by the shorter

of the remaining terms of the leases or the estimated useful economic lives of the improvements.

Property and equipment, as of September 30, 2024 and 2023 are as follows:

Year ended September 30,

Furniture, fixtures & equipment

Leasehold improvements

Accumulated depreciation

and equipment, net

expense for 2022 and 2021 was $ 13 and $ 7 , respectively.

Stockholders’

to ASC 505-10-S99-4, changes in the capital structure of a reporting entity due to a stock dividend, stock split or reverse split occurring

after the date of the latest reported balance sheet but before the release of the financial statements (or the effective date of the

registration statement, whichever is later) should be given retroactive effect in the balance sheet.

In such cases, appropriate disclosure

should be made of the retrospective treatment and the date the change became effective.

For our Statements of Stockholders’ Equity,

par value per share and the number of shares has been retrospectively restated for the related period in connection with our 4-for-1

forward stock split and concurrent re-designation of our common stock into Class A and Class B common stock in October 2022.

accounting for the conversion of member units into common stock, we followed the relevant accounting guidance provided by the Financial

Accounting Standards Board (“FASB”) in accordance with GAAP.

According to ASC 805-50-15-6, an entity charters a newly

formed entity and then transfers some or all of its net assets to that newly chartered entity is an example of common-control transactions.

ASC 805-50-15-6 provides guidance on common control transactions, stating that such transactions involve transfers between entities

under common control, where the control is not transitory.

In the case of the conversion of member units into common stock, the entities

involved are under common control by the same parent entity.

This relationship satisfies the criteria for a common control transaction,

as control is not transitory and the parent entity exercises significant influence over the entities involved.

Financial statements reflect

the members’ equity and that the reclassification of members’ equity during fiscal 2022 to paid-in-capital is properly accounted

for, in accordance with ASC 805-50-45-4 and SAB Topic 4.B by analogy.

TO FINANCIAL STATEMENTS

Property and equipment, net

Depreciation expenses for 2024 and 2023 were $ 15 and $ 13 , respectively.

Intangible Asset, net

The Company’s intangible assets consist of multiple

systems purchased for our robotic product.

These assets are amortized using the straight-line method over their estimated useful life

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

1 unchanged sentence

Summary of Significant Accounting Policies (cont.)

is recognized when we transfer promised goods or services to our customers, in amounts that reflect the consideration that we expect

to receive in exchange for those goods or services.

In determining the appropriate amount of revenue to be recognized as we fulfill our

obligations under each agreement, we perform the following steps:

Intangible Asset, as of September 30, 2024 and

2023 are as follows:

Year ended September 30,

Intangible Asset

Accumulated Amortization

Intangible Asset, net

Amortization expenses for 2024 and 2023 were $ 67 and 0 , respectively.

Stockholders’ Equity

According to ASC 505-10-S99-4,

changes in the capital structure of a reporting entity due to a stock dividend, stock split or reverse split occurring after the date

of the latest reported balance sheet but before the release of the financial statements (or the effective date of the registration statement,

whichever is later) should be given retroactive effect in the balance sheet.

In such cases, appropriate disclosure should be made of the

retrospective treatment and the date the change became effective.

For our Statements of Stockholders’ Equity, par value per share

and the number of shares has been retrospectively restated for the related period in connection with our 4-for-1 forward stock split and

concurrent re-designation of our common stock into Class A and Class B common stock in October 2022.

In accounting for the conversion

of member units into common stock, we followed the relevant accounting guidance provided by the Financial Accounting Standards Board (“FASB”)

in accordance with GAAP.

According to ASC 805-50-15-6, an entity charters a newly formed entity and then transfers some or all of its

net assets to that newly chartered entity is an example of common-control transactions.

ASC 805-50-15-6 provides guidance on common control

transactions, stating that such transactions involve transfers between entities under common control, where the control is not transitory.

In the case of the conversion of member units into common stock, the entities involved are under common control by the same parent entity.

This relationship satisfies the criteria for a common control transaction, as control is not transitory and the parent entity exercises

significant influence over the entities involved.

Financial statements reflect the members’ equity and that the reclassification

of members’ equity during fiscal 2022 to paid-in-capital is properly accounted for, in accordance with ASC 805-50-45-4 and SAB Topic

4.B by analogy.

Listing on the Nasdaq Stock Market

On November 17, 2023, the

Company completed its initial public offering, issuing 2,100,000 shares of Class B common stock at a price of $ 5.00 per share under the

ticker symbol “RR.

Purchase of intangible assets

In the fourth quarter of

2024, the Company acquired intangible assets through a combination of cash and common stock.

The total consideration included $ 5.47 million

in cash and approximately $ 2.2 million in Class B common stock.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

(Dollars in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

Revenue Recognition

Revenue is recognized when

we transfer promised goods or services to our customers, in amounts that reflect the consideration that we expect to receive in exchange

for those goods or services.

In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under each

agreement, we perform the following steps:

(i) identification of the promised goods or services in the contract;

(ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in

the context of the contract;

(ii) determination of

whether the promised goods or services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation

of the transaction price to the performance obligations;

and (v) recognition of revenue when (or as) we satisfy each performance

We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled

to in exchange for the goods or services we transfer to the customer.

generate revenue through the sale of our branded robotic products directly to customers.

We consider customer purchase orders, which

in some cases are governed by master sales agreements, to be the contracts with our customers.

There is a single performance obligation

in all our contracts, which is our promise to transfer our product to customers based on specific payment and shipping terms in the arrangement.

The entire transaction price is allocated to this single performance obligation.

Product revenue is recognized when a customer obtains

control of our product, which occurs at a point in time and may be upon shipment or delivery, based on the terms of the contract.

Revenue Policies

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

do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period

between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case

with substantially all customers.

recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise

would have recognized is one year or less.

These costs are included in selling expenses.

account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated

We record the related costs within cost of goods sold.

Disaggregation

following table sets forth revenue by product for the years ended September 30:

(iv) allocation of the transaction price

to the performance obligations;

and (v) recognition of revenue when (or as) we satisfy each performance obligation.

We only apply the

five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or

services we transfer to the customer.

Product Revenue

Service revenue

Total Robotics revenue

Smart hardware

Interactive system

* Cloutea is the revenue generated from our boba tea store open in May 2023, in order to further develop our business model.

This is our model store of interactive robot barista by utilizing our ADAM robot.

TO FINANCIAL STATEMENTS

We generate revenue through

the sale of our branded robotic products directly to customers.

We consider customer purchase orders, which in some cases are governed

by master sales agreements, to be the contracts with our customers.

There is a single performance obligation in all our contracts, which

is our promise to transfer our product to customers based on specific payment and shipping terms in the arrangement.

The entire transaction

price is allocated to this single performance obligation.

Product revenue is recognized when a customer obtains control of our product,

which occurs at a point in time and may be upon shipment or delivery, based on the terms of the contract.

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

As part of our evolving business

model, we generate revenue through our Robots-as-a-Service (RaaS) offerings, which provide customers with ongoing access to our robotic

solutions under long-term contracts.

For RaaS agreements, revenue is recognized over time on a monthly basis as the services are provided

and the customer benefits from the use of the robotic solutions.

The transaction price is

typically fixed and allocated evenly across the contract term unless specific usage-based considerations are included.

Revenue recognition

begins once the robots are installed and operational at the customer’s site.

Other Revenue Policies

Sales, value add, and other taxes collected on behalf of third

parties are excluded from revenue.

We do not assess whether

a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the

customer and the transfer of the promised products to the customer will be one year or less, which is the case with substantially all

We recognize the incremental

costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise would have recognized

is one year or less.

These costs are included in selling expenses.

We account for shipping and

handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products.

We record the related costs

within cost of goods sold.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

1 unchanged sentence

Summary of Significant Accounting Policies (cont.)

and Development Costs

and development costs primarily consist of employee-related expenses, including salaries and benefits, facilities costs, depreciation,

and other allocated expenses.

Research and Development Costs

Research and development

costs primarily consist of employee-related expenses, including salaries and benefits, facilities costs, depreciation, and other allocated

Research and development costs are expensed as incurred.

Company accounts for income taxes in accordance with income tax accounting guidance (Financial Accounting Standards Board (FASB) Accounting

Standards Codification (ASC) 740, Income Taxes).

The income tax accounting guidance results in two components of income tax

The Company accounts for

income taxes in accordance with income tax accounting guidance (Financial Accounting Standards Board (FASB) Accounting Standards Codification

(ASC) 740, Income Taxes).

The income tax accounting guidance results in two components of income tax expense:

current and deferred.

Current income tax expense reflects taxes to be paid or refunded for the current period by

applying the provisions of the enacted tax law to the taxable income or excess of deductions over revenues.

The Company determines

deferred income taxes using the liability (or balance sheet) method.

Under this method, the net deferred tax asset or liability

is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates

and laws are recognized in the period in which they occur.

Deferred income tax expense results from changes in deferred tax assets

and liabilities between periods.

Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available,

it is more likely than not some portion or all of a deferred tax asset will not be realized.

positions are recognized if it is more likely than not, based on the technical merits, the tax position will be realized or sustained

upon examination.

The term “more likely than not” means a likelihood of more than 50 percent;

the terms examined and

upon examination also include resolution of the related appeals or litigation processes, if any.

A tax position that meets the

more-likely-than-not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater

than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information.

The determination of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances

and information available at the reporting date and is subject to management’s judgment.

Company recognizes interest and penalties on income taxes as a component of income tax expense.

Accounting Pronouncements

February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842”).

The guidance in this ASU supersedes the leasing guidance in Topic 840, Leases .

Under the new guidance, lessees are required

to recognize lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months.

be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations.

The standard is effective for public business entities for fiscal years beginning after December 15, 2018.

As an emerging growth

company, we adopted the new standard on January 1, 2022 for our year ending September 30, 2022 and 2023.

We had operating leases

for which we were required to recognize a right-of-use asset and lease liability.

December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes ,

which amends the approaches and methodologies in accounting for income taxes during interim periods and makes changes to certain income

tax classifications.

The new standard allows certain exceptions, including an exception to the use of the incremental approach for intra-period

tax allocation, when there is a loss from continuing operations and income or a gain from other items, and to the general methodology

for calculating income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year.

The standard also

requires franchise or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes

in tax laws or rates in the annual effective tax rate computation from the date of enactment.

Lastly, in any future acquisition, we would

be required to evaluate when the step-up in the tax basis of goodwill is part of the business combination and when it should be considered

a separate transaction.

The standard will be effective for us beginning January 1, 2022, with early adoption of the amendments permitted.

The adoption of ASU 2019-12 did not have a material impact on our financial statements and disclosures.

May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50),

Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).

ASU 2021-04 provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is

not within the scope of another topic.

Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax

law to the taxable income or excess of deductions over revenues.

The Company determines deferred income taxes using the liability (or

balance sheet) method.

Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between

the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the period in which they

Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.

Deferred tax assets are

reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not some portion or all of a deferred

tax asset will not be realized.

Tax positions are recognized

if it is more likely than not, based on the technical merits, the tax position will be realized or sustained upon examination.

“more likely than not” means a likelihood of more than 50 percent;

the terms examined and upon examination also include resolution

of the related appeals or litigation processes, if any.

A tax position that meets the more-likely-than-not recognition threshold is initially

and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement

with a taxing authority that has full knowledge of all relevant information.

The determination of whether or not a tax position has met

the more-likely-than-not recognition threshold considers the facts, circumstances and information available at the reporting date and

is subject to management’s judgment.

The Company recognizes interest and penalties on income taxes

as a component of income tax expense.

Recent Accounting Pronouncements

In February 2016, the FASB

issued Accounting Standards Update (“ASU”) 2016-02, Leases (“Topic 842”).

The guidance in this ASU supersedes

the leasing guidance in Topic 840, Leases .

Under the new guidance, lessees are required to recognize lease assets and lease liabilities

on the balance sheet for all leases with terms longer than 12 months.

Leases will be classified as either finance or operating, with classification

affecting the pattern of expense recognition in the statement of operations.

The standard is effective for public business entities for

fiscal years beginning after December 15, 2018.

As an emerging growth company, we adopted the new standard on January 1, 2022 for our

year ending September 30, 2023 and 2024.

We had operating leases for which we were required to recognize a right-of-use asset and lease

In December 2019, the FASB

issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes , which amends the approaches and methodologies

in accounting for income taxes during interim periods and makes changes to certain income tax classifications.

The new standard allows

certain exceptions, including an exception to the use of the incremental approach for intra-period tax allocation, when there is a loss

from continuing operations and income or a gain from other items, and to the general methodology for calculating income taxes in an interim

period, when a year-to-date loss exceeds the anticipated loss for the year.

The standard also requires franchise or similar taxes partially

based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or rates in the annual effective

tax rate computation from the date of enactment.

Lastly, in any future acquisition, we would be required to evaluate when the step-up

in the tax basis of goodwill is part of the business combination and when it should be considered a separate transaction.

will be effective for us beginning January 1, 2022, with early adoption of the amendments permitted.

The adoption of ASU 2019-12 did not

have a material impact on our financial statements and disclosures.

In May 2020, the FASB issued

ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation

(Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40):

Issuer’s Accounting for Certain

Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”).

ASU 2021-04 provides guidance

for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another topic.

ASU 2021-04 is effective for fiscal years beginning after December 15, 2021.

Company has determined the adoption of ASU 2021-04 did not have a material impact on our financial statements and disclosures.

TO FINANCIAL STATEMENTS

The Company has determined the adoption of ASU 2021-04 did

not have a material impact on our financial statements and disclosures.

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

(Dollars in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic, which continues

to spread throughout the United States.

The COVID-19 pandemic has adversely impacted global commercial activity, disrupted supply

chains and contributed to significant volatility in financial markets.

Starting in 2020, and continuing through the date hereof, the

COVID-19 pandemic continued to adversely impact many different industries.

The ongoing COVID-19 pandemic could have a continued material

impact on economic and market conditions and trigger a period of global economic slowdown.

The rapid development and fluidity of this

situation precludes any prediction as to the extent and the duration of the impact of COVID-19.

The COVID-19 pandemic therefore presents

material uncertainty and risk with respect to the Company and its performance and could affect its financial results in a materially

The Company has considered information available to it as of the date of issuance of these consolidated financial statements

and is not aware of any specific events or circumstances that would require an update to its estimates or judgements, or an adjustment

to the carrying value of its assets or liabilities.

The accounting estimates and other matters assessed include, but were not limited

to, long-lived assets and accrued expenses.

These estimates may change as new events occur and additional information becomes available.

Actual results could differ materially from these estimates.

In response to the changing dynamics of the COVID-19 pandemic and endemic,

the Company closely monitors the Centers for Disease Control and Prevention recommendations in order to react quickly with appropriate

safety protocols.

Management is continuing to monitor the effect of COVID-19 and intends to adjust its operational protocols as may be

Earnings per Share

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

net loss per share.

In addition, we have no outstanding stock options, warrants, convertible notes, and any other forms of convertible

deferred compensation that could dilute basic earnings per share in the future as of September 30, 2023 and 2022.

attributable to common stockholders

Weighted average ordinary shares used

Basic and diluted net loss per share (in each dollar)

are subject to taxation in the United States and various states jurisdictions in which we conduct our business.

Our tax provision

for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter.

On a quarterly basis, we update our estimate of the annual effective tax rate, and if the estimated annual tax rate changes, we make

a cumulative adjustment in that quarter.

tax expenses recorded for both of the year ended September 30, 2023 and 2022 differ from the U.S.

federal statutory tax rate

of 21 % due primarily to the tax impact of state income taxes, non-deductible officers’ compensation, and transportation fringe

For the year ended September 30, 2023 and 2022, we recorded income tax benefit of expense of $ 106 and income tax expense

of $ 113 , respectively, and the effective tax rate is not applicable due to there were losses from continuing operations before

income tax expense for both years presented.

TO FINANCIAL STATEMENTS

Because we reported a net

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

In addition, we have no outstanding stock options, warrants, convertible notes, and any other forms of convertible deferred compensation

that could dilute basic earnings per share in the future as of September 30, 2024 and 2023.

Year ended September 30,

Net loss attributable to common stockholders

Weighted Average ordinary shares used in computing

Basis and diluted net loss per share (in each dollar)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

(Dollars in thousands, unless otherwise stated)

Income Taxes (cont.)

have no material uncertain tax positions as of September 30, 2023 and 2022.

It is our policy to recognize interest and penalties

related to income tax matters in interest expense and other income (expense), net, respectively, in our audited condensed consolidated

statements of operations and comprehensive income.

There was no accrued interest or penalties associated with uncertain tax positions

as of September 30, 2023 and 2022.

Short-term Loan

2023, we entered into ten short-term loan agreements with different financial entities for the total principal amount of $ 1,853 .

September 30, 2023, the short-term loan balance was $ 845 .

The majority of these loans have been paid off, and the remaining balance was

$ 55 as of the reporting date.

Related parties and related-party transactions

group had the following related parties:

controlled by the same controlling stockholders;

officers, stockholders and companies controlled by executive officers.

had the following related party balances:

The Company’s financial statements

include a total state tax expense of $ 763 on a loss before income taxes of approximately $ 8,139 thousand for the year ended September

A reconciliation of the difference between the (expense)/benefit for income taxes and income taxes at the statutory U.S.

income tax rate is as follows (in thousands, except amounts pertaining to rate which are shown as a percentage):

September 30,

Federal Statutory Rate

Change in Valuation Allowance

RTP & Deferred True-up

Change in Rate

State Tax Benefit (Net of Fed)

TX Franchise tax

Total provision effective rate

The components of deferred

tax assets and liabilities are as follows (in thousands):

September 30, 2024

Amounts due from related parties:

Uplus Academy LLC

Uplus Academy NLV LLC

of September 30,

Amounts due to related parties:

Bison Systems LLC

(i) Uplus Academy LLC and Uplus Academy NLV LLC were both subsidiaries of Richtech, and were disposed on December 31, 2021.

Richtech has been making interest-free and non-maturity loans to both companies since their inceptions.

On December 31, 2021, Uplus Academy LLC and Uplus Academy NLV LLC, subsidiaries of Richtech have been disposed to Zhenwu Huang, CEO and controlling stockholder of Richtech, to pay off part of Zhenwu Huang’s earlier loans to Richtech.

The transaction price for Uplus Academy LLC and Uplus Academy NLV LLC were $ 120 and $ 7 , respectively.

(ii) Bison Systems LLC was 100 % owned by Zhenwu Huang, CEO and controlling stockholder of Richtech and Zhenqiang Huang, CFO and major stockholder of Richtech.

In 2022 and 2023, Bison Systems LLC made several interest-free and non-maturity loans to Richtech to support its daily operation.

(iii) Zhenwu Huang, CEO and controlling stockholder of Richtech, made multiple interest-free and non-maturity loans to Richtech since the inception of the business to support Richtech’s operation.

As of September 30, 2023 and September 30, 2022, the remaining balance of these loans were $ 113 and $ 214 , respectively.

(iv) Phil Zheng has served as Richtech’s COO since February 2020.

Phil made an interest-free and non-maturity loans to Richtech in May 2023.

TO FINANCIAL STATEMENTS

Deferred tax assets relating to:

Net Operating loss carryforwards

Research & development tax credit carryforward

Right of Use Liability

Other deferred tax assets

Total gross deferred tax assets

Deferred tax liabilities relating to:

Right of Use Asset

Other deferred tax liabilities

Total Gross deferred tax liabilities

Deferred assets less liabilities

valuation allowance

Net deferred tax asset (liability)

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

(Dollars in thousands, unless otherwise stated)

Income Taxes (cont.)

In assessing the realizability

of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will

not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the

periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities,

projected future taxable income and tax planning strategies in making this assessment.

Based upon the level of historical taxable income

(losses) and projections for future taxable income (losses) over the periods in which the deferred tax assets are deductible, management

believes it is more likely than not that the Company will not realize the benefits of these deductible differences in the future.

Company had the following federal net operating loss carryforward and research activities credits as of September 30, 2024 (in thousands):

Year incurred

Operating Loss

Research Activities

Commitments and Contingencies

lease office facilities under noncancelable operating lease agreements.

We lease space for its corporate headquarters in Las Vegas, Nevada

through August 2027, and a second office space in Austin, Taxes through April 2024.

We lease space for our ClouTea store in Las Vegas,

Nevada through January 2024.

After ClouTea store lease term ends in January 2024, the new lease term will change to month-to-month, and

landlord can choose to terminate the lease by sending a notice two month in advance.

components of leases and lease costs are as follows:

We lease office facilities

under noncancelable operating lease agreements.

We lease space for its corporate headquarters in Las Vegas, Nevada through August 2027,

and we have closed our office space in Austin in April 2024.

The components of leases

and lease costs are as follows (in thousands):

Operating leases

September 30,

lease right-of-use assets

Operating lease right-of use assets

Operating lease liabilities, current portion

Operating lease liabilities,

non-current portion

Total operating lease

Operating lease liabilities, non-current portion

Total operating lease liabilities

Operating leases

September 30,

Ended September 30,

minimum lease payments under these leases as of September 30, 2023, are approximately as follows:

ending September 30,

Total future minimum lease

time to time, in the ordinary course of business, we are subject to litigation and regulatory examinations as well as information gathering

requests, inquiries and investigations.

As of September 30, 2023, there were no matters which would have a material impact on our

financial results.

September 30,

Operating lease cost

Future minimum lease payments

under these leases as of September 30, 2024, are approximately as follow:

Year ending September 30,

Total future minimum lease payments

Subsequent Events

November 21, 2023, Richtech consummated its initial public offering of 2,100,000 shares of its Class B common stock at a price of $ 5.00 per

The aggregate gross proceeds from the Offering amounted to $ 10.5 million, prior to deducting underwriting discounts, commissions,

and Offering-related expenses.

The shares began trading on the Nasdaq Capital Market under the ticker symbol “RR” on November

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 pursuant to the partial exercise of the underwriters’ over-allotment option., generating additional gross proceeds of $ 212,815 .

On October 16, 2024, we entered

into a binding LOI with Ghost Kitchens America (DBA as One Kitchen).

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.

These restaurants will be directly managed by the Company’s subsidiary, AlphaMax Management LLC.

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.

On October 25, 2024, the

Company received a notice from Nasdaq notifying the Company that, because the closing bid price for the Company’s Class B common

stock had fallen below $ 1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement

for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of Nasdaq Listing Rules.

Nasdaq’s notice had no immediate

effect on the listing of the Company’s Class B common stock on the Nasdaq Capital Market.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),

the Company was provided an initial compliance period of 180 calendar days, or until April 23, 2025, to regain compliance with the minimum

bid price requirement.

To regain compliance, the closing bid price of the Company’s Class B common stock must meet or exceed $ 1.00

per share for a minimum of 10 consecutive business days prior to April 23, 2025.

On January 6, 2025, the Company received a notice from

Nasdaq that the Company has regained compliance with the minimum bid price requirement and the matter is closed.

(2) Financial Statement Schedules

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in

the financial statements and notes thereto beginning on page F-1 of this Report.

We hereby file as part of

this Report the exhibits listed in the attached Exhibit Index.

Exhibits that are incorporated herein by reference can be inspected on

the SEC website at www.sec.gov.

Form 10-K Summary.

Not applicable.

EXHIBIT INDEX

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).

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

Second Amended and Restated Bylaws*

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

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.

1 unchanged sentence

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).

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).

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).

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).

Description of Registered Securities*

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).

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).

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.

20 unchanged sentences

333-273628), filed with the SEC on November 1, 2023).

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).

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).

Promissory Note issued to YA II PN, Ltd.

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

Promissory Note issued to YA II PN, Ltd.

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

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).

Code of Ethics*

2 unchanged sentences

333-273628), filed with the SEC on November 1, 2023).

Consent of Bush & Associates CPA LLC.*

Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

13 unchanged sentences

** Furnished herewith

# 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.

# 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.

Pursuant to the requirements

17 unchanged sentences

(Principal Financial and Accounting Officer)

/s/ Phil Zheng

Chief Operating Officer

January 11, 2024

/s/ Matthew Casella

January 11, 2024

Matthew Casella

/s/ John Shigley

6 unchanged sentences

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 9A. Controls and Procedures