What changed in this filing

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Item 9A. Controls and Procedures

2025-03-04 compared with 2025-02-07 · 1069 added, 1008 removed, 659 unchanged (76% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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 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 Commission.

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

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.

of Disclosure Controls and Procedures

disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit

under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and

that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and

Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

connection with the preparation of this Report, our management conducted an assessment of the effectiveness of our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this

Based on such assessment, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of the

end of the period covered by this Report.

Annual Report on Internal Controls over Financial Reporting

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.

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 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:

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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

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.

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.

on such evaluation, our CEO and CFO have concluded that our internal control over financial reporting is effective as of September 30,

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.

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

established a process for regularly evaluating the effectiveness of our controls, including periodic self-assessments, internal audits,

and ongoing monitoring activities.

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

in Internal Control over Financial Reporting

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

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.

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:

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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.

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

Limitations on Internal Controls

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

Not Applicable.

Disclosure Regarding Foreign Jurisdictions That Prevent

Not Applicable.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Directors, Executive Officers and Corporate Governance

Listed below are the names

of the directors and executive officers of the Company, their ages as of the date of this Annual Report, their positions held and the

year they commenced service with the Company.

Zhenwu (Wayne) Huang

Chief Executive Officer and Director

below are the names of the directors and executive officers of the Company, their ages as of the date of this Annual Report, their positions

held and the year they commenced service with the Company.

Zhenwu (Wayne)

Chief Executive

Officer and Director

Zhenqiang (Michael) Huang

Chief Financial Officer and Director

Chief Financial Officer

Chief Operating Officer

Stephen Markscheid

Biographies of Executive Officers and

Zhenwu (Wayne)

Huang has served as our Founder, Chief Executive Officer and director since the founding of the Company in July 2016.

has 20 years of experience leading corporations across multiple technology industries.

Huang directs the core focus of the

company, formulates and implements business policies through the Company’s management team, and directly oversees R&D operations.

Biographies of

Executive Officers and Directors

(Wayne) Huang has served as our Founder, Chief Executive Officer and director since the founding of the Company in July 2016.

Huang has 20 years of experience leading corporations across multiple technology industries.

Huang directs the

core focus of the company, formulates and implements business policies through the Company’s management team, and directly oversees

R&D operations.

He served as co-founder and Chief Executive Officer of Nanjing Rich Digital Technology Co.

from 2003 to 2007, a leading value-add

service provider for telecommunications.

from 2003 to 2007,

a leading value-add service provider for telecommunications.

There, he pioneered live interactive TV games based on smart computer vision.

and had a peak

audience of over 100 million subscribers.

and had a peak audience of over 100 million subscribers.

This success can be attributed to Mr.

Huang’s understanding of customer centric

design, utilizing technology to elevate the customer experience.

Huang served was the co-founder and Chief Executive Officer

of Richtech System Ltd.

from 2007 to 2016, a global supplier of smart hardware and interactive multimedia systems to over 120 countries.

Huang received a Bachelor in Computer Information Management from Huadong Finance and Economics College in July 2000.

believe that Mr.

Huang’s extensive knowledge of our Company as co-founder and his experience in executive roles across multiple

industries make him qualified to serve on our Board.

Huang’s understanding

of customer centric design, utilizing technology to elevate the customer experience.

Huang served was the co-founder and Chief

Executive Officer of Richtech System Ltd.

from 2007 to 2016, a global supplier of smart hardware and interactive multimedia systems to

over 120 countries.

Huang received a Bachelor in Computer Information Management from Huadong Finance and Economics College

in July 2000.

We believe that Mr.

Huang’s extensive knowledge of our Company as co-founder and his experience in executive

roles across multiple industries make him qualified to serve on our Board.

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

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from 2003 to 2007 where he oversaw international cooperation and partnerships.

He served as co-founder and Chief Financial

Officer of Richtech System Ltd.

He served as co-founder and Chief

Financial Officer of Richtech System Ltd.

from 2007 to 2016, leading the company on its international expansion and business development.

holds a management training certificate from the Federal Ministry of Economics and Technology of Germany since 2012.

He received his Bachelor’s

Degree in Economics from Nanjing University in June 2000.

Huang holds a management training certificate from the Federal Ministry of Economics and Technology of Germany since 2012.

received his Bachelor’s Degree in Economics from Nanjing University in June 2000.

We believe that Mr.

Huang’s extensive knowledge of our Company as

co-founder and his experience in finance and international business development make him qualified to serve on our Board.

has served as our Chief Operating Officer since February 2020.

He oversees the operations of the Company, including business development,

marketing, product design, R&D process, market research, compliance, administration of standardized operating procedures, customer

relations, and partnerships.

Prior to that, he served as the Company’s Director of Operations from July 2017 to January 2019 and

Chief Revenue Officer from February 2019 to January 2020, where he was tasked to build and scale company departments into effective business

units and direct sales revenues strategies.

He has a Bachelor of Arts from the University of California, Los Angeles, and a Juris Doctor

from the University of California, Irvine, School of Law.

Huang’s extensive

knowledge of our Company as co-founder and his experience in finance and international business development make him qualified to serve

on our Board.

Phil Zheng has served as our Chief Operating Officer since February 2020.

He oversees the operations of the Company, including

business development, marketing, product design, R&D process, market research, compliance, administration of standardized operating

procedures, customer relations, and partnerships.

Prior to that, he served as the Company’s Director of Operations from July 2017

to January 2019 and Chief Revenue Officer from February 2019 to January 2020, where he was tasked to build and scale company departments

into effective business units and direct sales revenues strategies.

He has a Bachelor of Arts from the University of California, Los

Angeles, and a Juris Doctor from the University of California, Irvine, School of Law.

We believe Mr.

Zheng’s extensive knowledge of the Company’s internal

operations qualifies him to be our Chief Operating Officer.

has served as our President since August 2023.

He has over 20 years of diverse experience in finance, hospitality, and technology.

has a proven track record in project management, strategic planning, and financial analysis.

As a Co-Founder of Caravive, Inc.

to 2023), an early-stage food tech development company, he collaborated with a diverse team of industry experts to explore and develop

innovation in the restaurant sector.

Zheng’s extensive knowledge

of the Company’s internal operations qualifies him to be our Chief Operating Officer.

Casella has served as our President since August 2023.

He has over 20 years of diverse experience in finance, hospitality,

and technology.

He has a proven track record in project management, strategic planning, and financial analysis.

As a Co-Founder of Caravive,

(from 2019 to 2023), an early-stage food tech development company, he collaborated with a diverse team of industry experts to explore

and develop innovation in the restaurant sector.

From 2015 to 2021, he served as CFO at PRG, LLC, a restaurant automation startup.

From 2012 to 2015,

he served as the Director of Training and Deployment at LYFE Kitchen, a restaurant chain, where he played an important role in growing

the restaurant chain from one to 16 locations in under three years opening restaurants in New York, Tennessee, Chicago, Colorado, Texas

and California.

Casella received his Bachelor of Science degree in Finance from the University of Illinois Urbana-Champaign in 2001.

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

Shigley is a retired Nevada certified public accountant

with over 30 years of executive experience in large casino-hotels.

Shigley has held various positions in finance, marketing and operations,

including Chief Financial Officer of Primadonna Resorts (1998 to 2000), President of Caesars Palace (2000 to 2001), Executive Vice President

of New York, New York Hotel and Casino in Las Vegas (2002 to 2005), Executive Vice President (2005 to 2011) and Chief Financial Officer

(2005 to 2008) of MGM Grand Hotel Las Vegas, President of MGM Vietnam (March 2011 to April 2013), Executive Vice President of MGM Macau

(May 2013 to January 2014) and Chief Operating Officer of Gaming for MGM China (January 2014 to February, 2019).

Shigley received

in Accountancy from Northern Illinois University and spent his early career with a large international certified public accounting

2012 to 2015, he served as the Director of Training and Deployment at LYFE Kitchen, a restaurant chain, where he played an important

role in growing the restaurant chain from one to 16 locations in under three years opening restaurants in New York, Tennessee, Chicago,

Colorado, Texas and California.

Casella received his Bachelor of Science degree in Finance from the University of Illinois Urbana-Champaign

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

Shigley is a retired Nevada certified

public accountant with over 30 years of executive experience in large casino-hotels.

Shigley has held various positions in finance,

marketing and operations, including Chief Financial Officer of Primadonna Resorts (1998 to 2000), President of Caesars Palace (2000 to

2001), Executive Vice President of New York, New York Hotel and Casino in Las Vegas (2002 to 2005), Executive Vice President (2005 to

2011) and Chief Financial Officer (2005 to 2008) of MGM Grand Hotel Las Vegas, President of MGM Vietnam (March 2011 to April 2013), Executive

Vice President of MGM Macau (May 2013 to January 2014) and Chief Operating Officer of Gaming for MGM China (January 2014 to February,

Shigley received his B.S.

in Accountancy from Northern Illinois University and spent his early career with a large international

certified public accounting firm.

We believe that Mr.

Shigley’s experience in financial and operational management and his established network in the hospitality

industry make him a qualified candidate to serve on our Board.

Stephen Markscheid

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

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:

Shigley’s experience in financial and operational management and his established

network in the hospitality industry make him a qualified candidate to serve on our Board.

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

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.

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ConnectM Technology Solutions, Inc.

CNTM), a technology

company (since July 2024);

CNTM), a technology company (since July 2024);

Four Leaf Acquisition Corporation (Nasdaq:

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

Aria Acquisition Corporation (Nasdaq:

FORL), a special purpose acquisition

company (since 2023);

Charlton Aria Acquisition Corporation (Nasdaq:

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

and Shepherd Avenue Acquisition

Corporation (Nasdaq:

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.

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.

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.

his time with GE Capital, Mr.

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

acquisitions and direct investments.

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.

Prior to GE Capital, Mr.

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 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.

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 was a consolidated

defendant in his capacity as a director of ChinaCast Education Corporation (“ChinaCast”) in a securities lawsuit filed on

May 2, 2012 in the U.S.

District Court for the Central District of California, alleging misrepresentation of ChinaCast’s financial

conditions and its failure to disclose cash transfers of $120 million to certain officers and directors of ChinaCast.

On November 8, 2016,

the district court ruled in favor of the class action plaintiffs, finding ChinaCast was liable for $65.8 million.

On August 25, 2014,

a securities complaint alleging similar violations was also filed in the Delaware Court of Chancery (the “Chancery Court”)

by ChinaCast, where 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 was a consolidated defendant in his capacity as a director of ChinaCast Education Corporation (“ChinaCast”) in

a securities lawsuit filed on May 2, 2012 in the U.S.

District Court for the Central District of California, alleging misrepresentation

of ChinaCast’s financial conditions and its failure to disclose cash transfers of $120 million to certain officers and directors

of ChinaCast.

On November 8, 2016, the district court ruled in favor of the class action plaintiffs, finding ChinaCast was liable for

$65.8 million.

On August 25, 2014, a securities complaint alleging similar violations was also filed in the Delaware Court of Chancery

(the “Chancery Court”) by ChinaCast, where Mr.

Markscheid was named a third-party defendant.

On March 23, 2015, the Chancery Court entered a judgment in favor

of the plaintiff, ordering a former director of ChinaCast with damages of $183.3 million caused by breach of fiduciary duty.

director filed a third party complaint against the other directors, including Mr.

Markscheid, which was settled in December 2022.

Markscheid was a defendant

in his capacity as a director of JinkoSolar Holding Co.

(“JinkoSolar”) in a class action securities lawsuit filed in

October 2011.

The plaintiff alleged the JinkoSolar directors of making materially false and misleading statements regarding its compliance

with environmental regulations.

On March 23, 2015, the Chancery

Court entered a judgment in favor of the plaintiff, ordering a former director of ChinaCast with damages of $183.3 million caused by

breach of fiduciary duty.

The former director filed a third party complaint against the other directors, including Mr.

Markscheid, which

was settled in December 2022.

Markscheid was a defendant in his capacity as a director of JinkoSolar Holding Co.

(“JinkoSolar”) in a class action

securities lawsuit filed in October 2011.

The plaintiff alleged the JinkoSolar directors of making materially false and misleading statements

regarding its compliance with environmental regulations.

The case was settled in March 2016.

Markscheid was a defendant

in his capacity as a director of China Integrated Energy, Inc.

(“CBEH”) in a class action securities lawsuit filed on June

30, 2011, where the president, officers, directors of CBEH were alleged to have disseminated materially misleading statements and failed

to disclose material information concerning the CBEH’s true financial condition and business prospects (“CBEH June 2011 Case”).

Markscheid was also a defendant in his capacity as a director of CBEH in a class action securities lawsuit filed on July 8, 2011,

where the officers of CBEH were alleged to have made improper statements regarding its financial results and business operations, caused

it to enter into non-accretive acquisitions for entities that they knew were overvalued, failed to implement an effective system of internal

and financial controls, and obstructed the CBEH’s audit committee’s independent investigation (“CBEH July 2011 Case”).

Markscheid was a defendant in his capacity as a director of China Integrated Energy, Inc.

(“CBEH”) in a class action securities

lawsuit filed on June 30, 2011, where the president, officers, directors of CBEH were alleged to have disseminated materially misleading

statements and failed to disclose material information concerning the CBEH’s true financial condition and business prospects (“CBEH

June 2011 Case”).

Markscheid was also a defendant in his capacity as a director of CBEH in a class action securities lawsuit

filed on July 8, 2011, where the officers of CBEH were alleged to have made improper statements regarding its financial results and business

operations, caused it to enter into non-accretive acquisitions for entities that they knew were overvalued, failed to implement an effective

system of internal and financial controls, and obstructed the CBEH’s audit committee’s independent investigation (“CBEH

July 2011 Case”).

CBEH June 2011 Case and CBEH July 2011 Case were later consolidated, which was settled in December 2015.

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

Factor has over 20 years of experience as a healthcare

and pharmaceuticals executive, with experience driving business operations across various countries around the world.

currently serves as president of Factor Healthcare Consulting, a pharmaceuticals consulting company, which he founded in 2020.

that, he served in various roles at different pharmaceuticals and healthcare companies, including serving as president of Smith Drug Company

(2017 to 2020), where he directed marketing, sales, operations, and financial functions;

executive vice president of strategy at Accord

Healthcare (2016 to 2017);

president of global sourcing & procurement and senior vice president of Global Generics at McKesson

Corporation (2006 to 2016);

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

Factor has over 20 years of experience

as a healthcare and pharmaceuticals executive, with experience driving business operations across various countries around the world.

Factor currently serves as president of Factor Healthcare Consulting, a pharmaceuticals consulting company, which he founded

Prior to that, he served in various roles at different pharmaceuticals and healthcare companies, including serving as president

of Smith Drug Company (2017 to 2020), where he directed marketing, sales, operations, and financial functions;

executive vice president

of strategy at Accord Healthcare (2016 to 2017);

president of global sourcing & procurement and senior vice president of Global

Generics at McKesson Corporation (2006 to 2016);

chief operating officer at RX America, LLC (2003 to 2006);

and B2B Brand Manager and Leader at Eli Lily &

Company (2000 to 2003).

Factor received a Bachelor of Science in Pharmacy from Northeastern University and a Master of Business

Administration (MBA) from the University of New Haven.

and B2B Brand Manager and

Leader at Eli Lily & Company (2000 to 2003).

Factor received a Bachelor of Science in Pharmacy from Northeastern University

and a Master of Business Administration (MBA) from the University of New Haven.

We believe that Mr.

Factor’s executive leadership experience and specialty

in fostering corporate growth make him a qualified candidate to serve on our Board.

Our Advisory Board

We have an Advisory Board

comprised of the following individuals:

Factor’s executive leadership

experience and specialty in fostering corporate growth make him a qualified candidate to serve on our Board.

Advisory Board

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:

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 where she was responsible for developing

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

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

Yman Vien , 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 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.

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.

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

journals and has at least 15 invention patents in the United States and China.

At the same time, he also has senior leadership experience

in building AI companies, as well as TMT investment experience in VC companies, which enables him to combine academic research with business

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

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 1981.

Lingyun Gu , an advisor of the Company, focuses on the fields of AI, machine learning, and big data, he has published dozens of

papers in international journals and has at least 15 invention patents in the United States and China.

At the same time, he also has

senior leadership experience in building AI companies, as well as TMT investment experience in VC companies, which enables him to combine

academic research with business practice.

He holds a PhD in School of Computer Science from Carnegie Mellon University.

an advisor of the Company, is a business executive with 30+ years of professional experience building multiple products and companies.

He is an experienced senior leader with a history of working in project management, diversity, equity and inclusion, marketing, sales,

organizational leadership and information technology.

Jenkins has extensive experience working with non-profit organizations, health

care systems, and providers to promote greater health equity through education and research, with a focus in areas of chronic conditions.

Jenkins currently serves as the President of the Judson University Board of Trustees of Elgin, Illinois and CEO of DLJ Consulting

Group, a professional consulting firm working in corporate and non-profit sectors in Polarity Thinking™.

He has held key leadership

positions with Fortune 500 Companies and has led diverse information technology teams and network engineers in national and international

project deployments, advanced systems and software integrations.

Jenkins , an advisor of the Company, is a business executive with 30+ years of professional experience building multiple

products and companies.

He is an experienced senior leader with a history of working in project management, diversity, equity and inclusion,

marketing, sales, organizational leadership and information technology.

Jenkins has extensive experience working with non-profit

organizations, health care systems, and providers to promote greater health equity through education and research, with a focus in areas

of chronic conditions.

Jenkins currently serves as the President of the Judson University Board of Trustees of Elgin, Illinois and

CEO of DLJ Consulting Group, a professional consulting firm working in corporate and non-profit sectors in Polarity Thinking™.

He has held key leadership positions with Fortune 500 Companies and has led diverse information technology teams and network engineers

in national and international project deployments, advanced systems and software integrations.

Jenkins is also a published author.

Jenkins has served on various

public and private boards of directors.

Jenkins holds a Bachelor’s Degree from the University of Illinois Chicago, a Masters

and Doctorate degrees from Northern Seminary, Lisle, Illinois.

Michael Roberts ,

an advisor of the Company, is currently the President of Westside Holdings LLC, a marketing and brand development company since 2006,

and the former Global President and Chief Operations Officer for McDonald’s Corporation (NYSE:

MCD) (2004 to 2006), where he

also served on the Board of Directors.

Jenkins has served on various public and private boards of directors.

Jenkins holds a Bachelor’s Degree from the University

of Illinois Chicago, a Masters and Doctorate degrees from Northern Seminary, Lisle, Illinois.

Roberts , an advisor of the Company, is currently the President of Westside Holdings LLC, a marketing and brand development company

since 2006, and the former Global President and Chief Operations Officer for McDonald’s Corporation (NYSE:

MCD) (2004 to 2006),

where he also served on the Board of Directors.

As Global President for McDonald’s, Mr.

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31,000 restaurants in 118 countries.

Before assuming this position in 2004, his previous positions at McDonald’s Corporation included Chief

Executive Officer, McDonald’s USA (2001 to 2004);

Before assuming this position in 2004, his previous positions at McDonald’s Corporation included

Chief Executive Officer, McDonald’s USA (2001 to 2004);

and President, West Division, McDonald’s USA (1997 to 2001).

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as Chair of the Compensation Committee and as a member of the Board Affairs and Nominating Committee.

and of Lumen Technologies (f/k/a

CenturyLink), where he also served as a member of the Nominating and Corporate Governance Committee.

Roberts received his undergraduate

degree from Loyola University of Chicago.

Family Relationships

There are no family relationships

between or among any of the current directors, executive officers or persons nominated or charged to become directors or executive officers,

except that Mr.

and of Lumen Technologies

(f/k/a CenturyLink), where he also served as a member of the Nominating and Corporate Governance Committee.

Roberts received

his undergraduate degree from Loyola University of Chicago.

Relationships

are no family relationships between or among any of the current directors, executive officers or persons nominated or charged to become

directors or executive officers, except that Mr.

Zhenqiang (Michael) Huang and Mr.

Zhenwu Huang are brothers.

Board Composition

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

of their death, resignation, removal, or disqualification, or until their successors have been elected and qualified.

Our board of directors

does not have a formal policy on whether the roles of Chief Executive Officer and chairman of our board of directors should be separate.

The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling, and direction to 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 of their death, resignation, removal, or disqualification, or until their successors have been elected and qualified.

Our board of directors does not have a formal policy on whether the roles of Chief Executive Officer and chairman of our board of directors

should be separate.

The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling,

and direction to our management.

Our board of directors meets on a regular basis.

In addition, in accordance

with the terms of our second amended and restated articles of incorporation and amended and restated bylaws, our board of directors is

divided into three (3) classes with only one class of directors being elected in each year and each class (except for those directors

appointed prior to our first annual meeting of stockholders) serving a three-year term.

The term of office of the first class of directors,

which consists of Stephen Markscheid, will expire at our first annual meeting of stockholders.

The term of office of the second class

of directors, which consists of Saul Factor and John Shigley, will expire at the second annual meeting of stockholders.

addition, in accordance with the terms of our second amended and restated articles of incorporation and amended and restated bylaws,

our board of directors is divided into three (3) classes with only one class of directors being elected in each year and each class

(except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term.

The term of office

of the third class of directors, which consists of Zhenwu Huang and Zhenqiang Huang, will expire at the third annual meeting of stockholders.

We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three

classes so that, as nearly as possible, each class will consist of one-third of the directors.

The division of our board of directors

into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control.

Our second amended and restated

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

The Nasdaq Marketplace Rules

require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing.

In addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed company’s audit,

compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence

criteria set forth in Rule 10A-3 under the Exchange Act.

Under Rule 5605(a)(2) of

the Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if, in the opinion of our board of

directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the

responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3 of the Exchange Act, a member

of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of

directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the

listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has

reviewed the composition of our board of directors and its committees and the independence of each director.

Based upon information requested

from and provided by each director concerning his background, employment and affiliations, including family relationships, our board of

directors has determined that each of John Shigley, Stephen Markscheid and Saul Factor is an “independent director” as defined

under Rule 5605(a)(2) of the Nasdaq Marketplace Rules and that John Shigley, Stephen Markscheid and Saul Factor are “independent

directors.” Our board of directors also determined that John Shigley, Stephen Markscheid and Saul Factor, who are members of our

audit committee, Stephen Markscheid and Saul Factor, who are members of our compensation committee, and Stephen Markscheid and Saul Factor,

who are members of our nominating and corporate governance committee, satisfy the independence standards for such committees established

by the SEC and the Nasdaq Marketplace Rules, as applicable.

In making such determinations, our board of directors considered the relationships

that each such non-employee director has with our company and all other facts and circumstances our board of directors deemed relevant

in determining independence, including the beneficial ownership of our capital stock by each non-employee director.

Board Committees

Our board of directors has

established three standing committees — audit, compensation and nominating and corporate governance — each

of the first class of directors, which consists of Stephen Markscheid, will expire at our first annual meeting of stockholders.

of office of the second class of directors, which consists of Saul Factor and John Shigley, will expire at the second annual meeting

of stockholders.

The term of office of the third class of directors, which consists of Zhenwu Huang and Zhenqiang Huang, will expire

at the third annual meeting of stockholders.

We expect that any additional directorships resulting from an increase in the number of

directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management

or a change in control.

second amended and restated 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

Nasdaq Marketplace Rules require a majority of a listed company’s board of directors to be comprised of independent directors within

one year of listing.

In addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed

company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members

also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

Rule 5605(a)(2) of the Nasdaq Marketplace Rules, a director will only qualify as an “independent director” if,

in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3 of

the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the

audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other

compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any

of its subsidiaries.

board of directors has reviewed the composition of our board of directors and its committees and the independence of each director.

upon information requested from and provided by each director concerning his background, employment and affiliations, including family

relationships, our board of directors has determined that each of John Shigley, Stephen Markscheid and Saul Factor is an “independent

director” as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules and that John Shigley, Stephen Markscheid

and Saul Factor are “independent directors.” Our board of directors also determined that John Shigley, Stephen Markscheid

and Saul Factor, who are members of our audit committee, Stephen Markscheid and Saul Factor, who are members of our compensation committee,

and Stephen Markscheid and Saul Factor, who are members of our nominating and corporate governance committee, satisfy the independence

standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable.

In making such determinations,

our board of directors considered the relationships that each such non-employee director has with our company and all other facts and

circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock

by each non-employee director.

board of directors has established three standing committees — audit, compensation and nominating and corporate governance — each

of which operates under a charter that has been approved by our board of directors.

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Our board of directors may from time to time establish other committees.

Audit Committee

Our audit committee consists

of John Shigley, who is the chair of the audit committee, Stephen Markscheid and Saul Factor.

Our board of directors has determined

that each of the members of our audit committee satisfies the Nasdaq Marketplace Rules and SEC independence requirements.

The functions

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.

Our board of directors has

determined that John Shigley qualifies as an “audit committee financial expert” within the meaning of applicable SEC

regulations and meets the financial sophistication requirements of the Nasdaq Marketplace Rules.

In making this determination, our board

has considered extensive financial experience and business background.

Both our independent registered public accounting firm and management

periodically meet privately with our audit committee.

Compensation Committee

Our compensation committee

consists of Stephen Markscheid, who is the chair of the compensation committee, and Saul Factor.

Our board of directors has determined

that each of the members of our compensation committee is an outside director, as defined pursuant to Section 162(m) of the

Code, and satisfies the Nasdaq Marketplace Rules independence requirements.

audit committee consists of John Shigley, who is the chair of the audit committee, Stephen Markscheid and Saul Factor.

of directors has determined that each of the members of our audit committee satisfies the Nasdaq Marketplace Rules and SEC independence

requirements.

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.

Nominating and Corporate Governance Committee

Our nominating and corporate

governance committee consists of Saul Factor, who is the chair of the compensation committee, and Stephen Markscheid.

Our board of directors

has determined that each of the members of this committee satisfies the Nasdaq Marketplace Rules independence requirements.

The functions

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.

The compensation committee

will take into account may factors in determining recommendations for persons to serve on the board of directors, including the following:

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;

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.

board of directors has determined that John Shigley qualifies as an “audit committee financial expert” within the meaning

of applicable SEC regulations and meets the financial sophistication requirements of the Nasdaq Marketplace Rules.

In making this determination,

our board has considered extensive financial experience and business background.

Both our independent registered public accounting firm

and management periodically meet privately with our audit committee.

compensation committee consists of Stephen Markscheid, who is the chair of the compensation committee, and Saul Factor.

directors has determined that each of the members of our compensation committee is an outside director, as defined pursuant to Section 162(m) of

the Code, and satisfies the Nasdaq Marketplace Rules independence requirements.

The functions of this committee include, among other

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

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.

and Corporate Governance Committee

nominating and corporate governance committee consists of Saul Factor, who is the chair of the compensation committee, and Stephen Markscheid.

Our board of directors has determined that each of the members of this committee satisfies the Nasdaq Marketplace Rules independence

requirements.

The functions 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.

compensation committee will take into account may factors in determining recommendations for persons to serve on the board of directors,

including the following:

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;

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,

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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.

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,

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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.

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

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Our board of directors satisfies this responsibility through full reports

by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers

responsible for oversight of particular risks within our company.

Our board of directors believes that full and open communication between

management and the board of directors is essential for effective risk management and oversight.

by each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from

officers responsible for oversight of particular risks within our company.

Our board of directors believes that full and open communication

between management and the board of directors is essential for effective risk management and oversight.

Compensation Committee Interlocks and Insider

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its financial results.

On November 13, 2023,

our Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), with

an effective date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under the Rule, and the listing

standards, as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).

On November 13, 2023, our

Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), with an effective

date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under the Rule, and the listing standards,

as set forth in the Nasdaq Listing Rule 5608 (the “Final Clawback Rules”).

The Clawback Policy provides

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the Exchange Act, except as set forth below:

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.

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.

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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, 2024.

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

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Employment Agreements

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.

Following termination of employment, the executives

agreed to refrain from (i) hiring or attempting to hire any current employees of the Company;

and (ii) solicit business from

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

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.

termination of employment, the executives agreed to refrain from (i) hiring or attempting to hire any current employees of the Company;

and (ii) solicit business from current clients or clients who have retained the Company in the 6-month period immediately preceding

the employment termination.

Agreement with Chief Executive Officer

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Agreement with Chief Operating Officer

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.

The COO employment agreement

was entered as of July 2, 2020.

Initially, Mr.

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.

Zheng 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.

Zheng was granted 200,000 shares of Class B common

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 termination.

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

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

with President

The employment agreement

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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.

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.

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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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.

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

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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;

select participants and determine the types of awards that they are

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.

construe and interpret the terms of the Incentive Plan and any agreements

relating to the Incentive Plan.

Shares Subject to the Incentive Plan

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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.

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

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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.

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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However, for an incentive stock option granted to a person possessing more than 10% of the total combined voting

power of all classes of our shares, the exercise price may not be less than 110% of the fair market value of a share of Class B common

stock on the date of grant and the option term may not exceed five (5) years.

The aggregate fair market value of all shares with

respect to which incentive stock options are exercisable by any one individual participant for the first time during any calendar year

(under all of the plans of the Company, including the Incentive Plan), measured at the date of the grant, may not exceed $100,000.

power of all classes of our shares, the exercise price may not be less than 110% of the fair market value of a share of Class B

common stock on the date of grant and the option term may not exceed five (5) years.

The aggregate fair market value of all shares

with respect to which incentive stock options are exercisable by any one individual participant for the first time during any calendar

year (under all of the plans of the Company, including the Incentive Plan), measured at the date of the grant, may not exceed $100,000.

Restricted Stock.

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the plan administrator.

The plan administrator will determine the persons to whom grants of restricted stock are made, the number of shares

to be awarded, the price (if any) to be paid for the restricted stock, the time or times within which awards of restricted stock may be

subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted stock

The plan administrator will determine the persons to whom grants of restricted stock are made, the number of

shares to be awarded, the price (if any) to be paid for the restricted stock, the time or times within which awards of restricted stock

may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted

stock awards.

Restricted Stock Units.

stock units are the right to receive shares of Class B common stock at a future date in accordance with the terms of such grant upon

the attainment of certain conditions specified by the plan administrator.

Restrictions or conditions could include, but are not limited

to, the attainment of performance goals, continuous service with our Company, the passage of time, or other restrictions or conditions.

stock units are the right to receive shares of Class B common stock at a future date in accordance with the terms of such grant

upon the attainment of certain conditions specified by the plan administrator.

Restrictions or conditions could include, but are not

limited to, the attainment of performance goals, continuous service with our Company, the passage of time, or other restrictions or conditions.

The plan administrator determines the persons to whom grants of restricted stock units are made, the number of restricted stock units

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Equitable Adjustments

In the event of a stock split,

reverse stock split, stock dividend, combination, recapitalization or reclassification of shares of Class B common stock, the maximum

number and kind of shares reserved for issuance or with respect to which awards may be granted under the Incentive Plan will be adjusted

to reflect such event, and the plan administrator will make such adjustments as it deems appropriate and equitable in the number, kind,

and exercise price of shares covered by outstanding awards made under the Incentive Plan.

In the event of a stock

split, reverse stock split, stock dividend, combination, recapitalization or reclassification of shares of Class B common stock,

the maximum number and kind of shares reserved for issuance or with respect to which awards may be granted under the Incentive Plan will

be adjusted to reflect such event, and the plan administrator will make such adjustments as it deems appropriate and equitable in the

number, kind, and exercise price of shares covered by outstanding awards made under the Incentive Plan.

Change in Control

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(i) the continuation of any award, if the Company is the surviving corporation;

assumption of any award by the surviving corporation or its parent or subsidiary;

(iii) the substitution by the surviving corporation

or its parent or subsidiary of equivalent awards;

or (iv) accelerated vesting of the award and a limited period during which to exercise

the award prior to closing of the change in control.

(ii) the assumption of any award by the surviving corporation or its parent or subsidiary;

(iii) the substitution by the surviving

corporation or its parent or subsidiary of equivalent awards;

or (iv) accelerated vesting of the award and a limited period during

which to exercise the award prior to closing of the change in control.

Transferability

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Director Compensation

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

will also receive additional annual awards of restricted shares of Class B common stock equal to the number of shares granted in the initial

Such subsequent awards may be adjusted by the compensation committee of the board of directors based on then-current market conditions

considering the size of the Company.

We will also reimburse our non-employee directors for certain expenses incurred in connection with

their duties as directors of the Company.

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 will also receive additional annual awards of restricted shares of Class B common stock

equal to the number of shares granted in the initial award.

Such subsequent awards may be adjusted by the compensation committee of the

board of directors based on then-current market conditions considering the size of the Company.

We will also reimburse our non-employee

directors for certain expenses incurred in connection with 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, 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.

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 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

that the Company’s directors and officers will not be personally liable to us, our stockholders or our creditors for damages for

any act or omission in his or her capacity as a director or officer other than in circumstances where the director or officer breaches

his or her fiduciary duty to us or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation of law

and the trier of fact determines that the presumption that he or she acted in good faith, on an informed basis and with a view to the

interests of the corporation has been rebutted, or with respect to payment of dividends in violation of the NRS.

While Nevada law allows

the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors and officers, our

second amended and restated articles of incorporation does not provide for greater liability of our officers and directors than is provided

under Nevada law.

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 that the Company’s directors and officers will not be personally liable to us, our stockholders or our creditors for damages

for any act or omission in his or her capacity as a director or officer other than in circumstances where the director or officer breaches

his or her fiduciary duty to us or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation of

law and the trier of fact determines that the presumption that he or she acted in good faith, on an informed basis and with a view to

the interests of the corporation has been rebutted, or with respect to payment of dividends in violation of the NRS.

While Nevada law

allows the articles of incorporation of a corporation to provide for greater liability of the corporation’s directors and officers,

our second amended and restated articles of incorporation does not provide for greater liability of our officers and directors than is

provided under Nevada law.

Nevada law allows a corporation

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of liability provisions of Nevada law or where he or she acted in good faith and in a manner which he or she reasonably believed to be

in or not opposed to our best interests, and, in the case of an action not by or in the right of the corporation and with respect to any

criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

in or not opposed to our best interests, and, in the case of an action not by or in the right of the corporation and with respect to

any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

As permitted by Nevada law

or our second amended and restated articles of incorporation, our second amended and restated bylaws (a) include provisions that eliminate

the personal liability of our directors or officers for damages resulting from certain breaches of fiduciary duties as a director or officer;

(b) require the Company to indemnify and hold harmless any officer or director against all expense, liability and loss (including, without

limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred

or suffered by the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding (including, without

limitation, an action, suit or proceeding by or in the right of the company), whether civil, criminal, administrative, or investigative;

the personal liability of our directors or officers for damages resulting from certain breaches of fiduciary duties as a director or

(b) require the Company to indemnify and hold harmless any officer or director against all expense, liability and loss (including,

without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably

incurred or suffered by the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding (including,

without limitation, an action, suit or proceeding by or in the right of the company), whether civil, criminal, administrative, or investigative;

and (c) require us to advance expenses of the indemnitee as such expenses are incurred upon receipt of an undertaking by or on behalf

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breach of fiduciary duties as a director or officer.

In addition, the Company pays the costs of settlement and damage awards against directors

and officers pursuant to these indemnification provisions.

In addition, the Company pays the costs of settlement and damage awards against

directors and officers pursuant to these indemnification provisions.

These limitations of liability

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We have obtained a directors’

and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in their

capacities as directors and officers.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters

and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in

their capacities as directors and officers.

Security Ownership

of Certain Beneficial 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;

forth certain information concerning the ownership of our Class A common stock and Class B common stock as of January 14, 2025, with

(i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our

Class A common stock and Class B common stock;

(ii) each of our directors;

(iii) each of our named

executive officers;

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

Applicable percentage ownership

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

(iii) each of our named executive officers;

and (iv) all of

our current directors and executive officers as a group.

Applicable percentage

ownership 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) 71,484,551 shares of our Class B common stock outstanding as of January 14, 2025.

We have determined beneficial

ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons

who possess sole or shared voting or investment power with respect to such securities.

In addition, pursuant to such rules, we deemed

outstanding shares of Class B common stock subject to options or warrants held by that person that are currently exercisable or exercisable

within 60 days of the date of this Report.

We did not deem such shares outstanding, however, for the purpose of computing the percentage

ownership of any other person.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that

the beneficial owners named in the table below have sole voting and investment power with respect to all shares of our Class A common

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

We have determined beneficial ownership

in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole

or shared voting or investment power with respect to such securities.

In addition, pursuant to such rules, we deemed outstanding shares

of Class B common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days

of the date of January 14, 2025.

We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership

of any other person.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial

owners named in the table below have sole voting and investment power with respect to all shares of our Class A common stock and Class

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

Name of Beneficial Owner (1)

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Stephen Markscheid

All officers and directors as a group (7 individuals)

All officers and directors as a group (7

5% Stockholders

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.

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

Certain Relationships and Related

Transactions, and Director Independence

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.

Certain Relationships

and Related Transactions, and Director Independence

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:

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Bison Systems LLC

(i) Uplus Academy LLC and Uplus Academy NLV LLC were both former

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

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.

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, 2024, the loans from Zhenwu Huang were fully repaid.

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

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

(i) Uplus Academy LLC and Uplus Academy NLV LLC

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

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

(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.

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 operations.

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 2020.

Phil Zheng made an interest-free and non-maturity loan to the Company

As of September 30, 2024, the loan from Phil Zheng was fully repaid.

Principal Accounting

Fees and Services

The following table sets

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Audit-related fees consist

of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements

and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation

and consultations concerning financial accounting and reporting standards.

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.

of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial

statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute

or regulation and consultations concerning financial accounting and reporting standards.

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 &

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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

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.

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

Financial Statements Schedules

The following documents are filed as part of this Report:

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Notes to Financial Statements F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

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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, 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.

We have audited the accompanying consolidated

balance sheets of Richtech Robotics, Inc.

and Subsidiaries (the “Company”) as of September 30, 2024 and 2023, and the related

consolidated statements of operations and comprehensive income, changes in stockholders’ deficit, and cash flows for 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, 2024 and 2023, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

BASIS FOR OPINION

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.

The Company is not required to have, nor were we engaged to perform, an audit

of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control

over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control

over financial reporting.

These financial statements are the responsibility

of the Company's management.

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

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 audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the

Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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.

Our audits 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

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 audits 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.

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 and that:

(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:

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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.

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

The Company also

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

which provide customers with ongoing access to its 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.

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

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

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

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PCAOB ID Number 6797

RICHTECH ROBOTICS INC.

Balance Sheets

September 30, 2024 and 2023

(In thousands, except share and per share data)

ROBOTICS INC.

30, 2024 and 2023

thousands, except share and per share data)

Current assets:

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Total liabilities

Commitments and contigencies

Commitments and contingencies

Stockholders’ equity:

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See accompanying Notes to Financial Statements

RICHTECH ROBOTICS INC.

Statements of Operations

For the years ended September 30, 2024 and 2023

(In thousands, except share and per share data)

ROBOTICS INC.

of Operations

the years ended September 30, 2024 and 2023

thousands, except share and per share data)

Cost of revenue, net

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See accompanying Notes to Financial Statements.

RICHTECH ROBOTICS INC

the years ended September 30, 2023 and 2024

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See accompanying Notes to Financial Statements.

RICHTECH ROBOTICS, INC.

ROBOTICS, INC.

STATEMENTS OF CASH FLOWS

For the year ended September 30, 2024 and 2023

For the year ended September

30, 2024 and 2023

(In thousands)

Cash flows from operating Activities:

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

Adjustments to reconcile net income to net cash provided

by operating activities:

Accounts receivable

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Cash used for lending to related parties

Payment received from lending to related parties

Payment received from lending to related

Net cash used in investing activities

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Net change in cash and cash equivalents

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

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.

TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

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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.

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

been implemented in 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

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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.

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

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.

Emerging Growth Company Status

2 unchanged sentences

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.

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.

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.

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

NOTES TO FINANCIAL STATEMENTS

12 unchanged sentences

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.

Actual results could differ from those estimates.

Segment Reporting

9 unchanged sentences

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.

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

5 unchanged sentences

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.

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

To account for potential

10 unchanged sentences

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:

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.

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

selling prices, as well as estimates of future selling prices.

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

inventory deemed obsolete.

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

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

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,

3 unchanged sentences

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

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.

1 unchanged sentence

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:

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

Year ended September 30,

3 unchanged sentences

Property and equipment, net

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

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

(Dollars in thousands, unless otherwise stated)

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 of 10 years.

TO FINANCIAL STATEMENTS

THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

Intangible Asset, as of September 30, 2024 and

2023 are as follows:

Year ended September 30,

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

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)

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

Stockholders’

of September 30, 2024 and 2023, the Company had 53,795,254 and 17,813,000 shares, respectively, of Class B common stock issued and outstanding,

and 39,934,846 and 44,353,846 shares, respectively, of Class A common stock issued and outstanding.

During the fiscal year ended September

30, 2024, the Company issued an aggregate of 35,982,254 shares of Class B common stock and no shares of Class A common stock.

A description

of all material issuances of the Company’s Class B common stock is set forth below.

November 21, 2023, the Company issued an aggregate of 2,100,000 shares of Class B common stock, at a price of $ 5.00 per share, in connection

with the closing of its initial public offering.

On December 22, 2023, the Company issued 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.

February 15, 2024, the Company entered into a Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd.

(“Yorkville”),

pursuant to which Yorkville agreed to purchase up to $ 50 million of the Company’s shares of Class B common stock over the

course of 24 months after the date of the SEPA.

The price of shares to be issued under the SEPA would be 96 % of the lowest volume

weighted average price (the “VWAP”) of the Company’s Class B common stock for the three trading days immediately following

the delivery of each Advance (as defined below) notice by the Company.

Each issuance and sale by the Company to Yorkville under the SEPA

(an “Advance”) would subject to a maximum amount equal to 100 % of the daily trading volume of the Company’s Class

B common stock, as reported by Bloomberg L.P., during the five trading days immediately preceding an Advance notice.

For a more detailed

description of the terms of the SEPA, please refer to the Company’s Current Report on Form 8-K/A filed with the SEC on March 15,

As of September 30, 2024, the Company had issued an aggregate of 8,776,211 shares of Class B common stock under the SEPA.

on April 22, 2024, the Company issued 259,350 Commitment Shares to Yorkville pursuant to the SEPA.

September 3, 2024, the Company issued the following securities to certain institutional investors, pursuant to that certain Securities

Purchase Agreement, dated as of August 29, 2024, and to certain retail purchasers (together with the institutional investors, the “Investors”),

pursuant to the Company’s prospectus, dated August 29, 2024, as filed with the SEC on August 30, 2024, in a public offering:

(i) an aggregate of 13,242,963 shares of the Company’s Class B common stock, (ii) pre-funded warrants to purchase up to 2,312,594

shares of Class B common stock (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to 15,555,557 shares of Class

B common stock (the “Common Warrants”), at a purchase price per share and accompanying Common Warrant of $ 1.35 .

The Pre-Funded Warrants were exercisable immediately on the date of issuance at an exercise price of $ 0.00001 per share and may be exercised

at any time until all of the Pre-Funded Warrants are exercised in full.

The Common Warrants are exercisable immediately on the date of

issuance at an exercise price of $ 1.35 per share and will expire five years from the date of issuance.

of September 30, 2024, the Company had issued an aggregate of 2,312,594 shares of Class B common stock pursuant to the exercise of all

of the outstanding Pre-Funded Warrants in full, at an exercise price of $ 0.00001 per share.

As of September 30, 2024, the Company has

issued zero shares of Class B common stock pursuant to the exercise of Common Warrants, at an exercise price of $ 1.35 per share.

the fiscal year ended September 30, 2024, the Company issued an aggregate of 4,829,573 shares of Class B common stock under the Amended

and Restated Richtech Robotics, Inc.

2023 Stock Option Plan, consisting of the following:

(i) 4,730,726 shares of Class B common stock

issued to a consultant as compensation for technology development services.

Upon completion of the development, the resulting technology

was recognized as an intangible asset on the Company’s balance sheet in accordance with ASC 350 and ASC 718;

(ii) 51,890 shares

of Class B common stock issued as stock compensation to employees and directors;

and (iii) 46,957 shares of Class B common stock allocated

to the employee and director equity incentive pool.

the fiscal year ended September 30, 2024, the Company issued an aggregate of 4,419,000 shares of Class B common stock to stockholders

upon the conversion of an equal number of shares of Class A common stock.

and Privileges of Common Stock

Pursuant to our second

amended and restated articles of incorporation, our authorized capital stock consists of an aggregate of 300,000,000 shares of common

stock, including 100,000,000 shares of Class A common stock and 200,000,000 shares of Class B common stock, and 10,000,000

shares of “blank check” preferred stock.

The following description summarizes the material terms of our securities registered

under Section 12 of the Exchange Act and does not purport to be complete.

It is subject to, and qualified in its entirety by reference

to, our second amended and restated articles of incorporation and our amended and restated bylaws.

TO FINANCIAL STATEMENTS

THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

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:

as otherwise required by Nevada Revised Statutes (“NRS”), each holder of Class A common stock is entitled to ten (10) votes

in respect of each share of Class A common stock held by him, her, or it of record on the books of the Company, and each holder of Class

B common stock is entitled to one (1) vote in respect of each share of Class B common stock held by him, her, or it of record on the

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

Each share of Class A common stock is convertible into one share of Class B common stock at any time at the option of the holder, but

Class B common stock shall not be convertible into Class A common stock under any circumstances.

Holders of our common stock do not have

preemptive, subscription, or redemption rights.

on the Nasdaq Stock Market

November 17, 2023, the Company’s shares of Class B common stock commenced trading on the Nasdaq Capital Market under the ticker

of intangible assets

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

consideration included $ 5.47 million in cash and approximately $ 2.2 million in Class B common stock.

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;

(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

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.

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.

from Robots-as-a-Service (RaaS)

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.

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.

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.

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

(Dollars in thousands, unless otherwise stated)

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

record the related costs within cost of goods sold.

TO FINANCIAL STATEMENTS

THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

in thousands, unless otherwise stated)

Summary of Significant Accounting Policies (cont.)

Research and Development Costs

Research and development

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

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 are expensed as incurred.

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).

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

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.

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.

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”).

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.

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 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

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

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”).

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

of another topic.

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

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

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

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

(Dollars in thousands, unless otherwise stated)

The 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 YEARS ENDED SEPTEMBER 30, 2024 AND 2023

in thousands, unless otherwise stated)

Earnings per Share

Because we reported a net

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

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)

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):

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.

ended September 30,

attributable to common stockholders

Weighted Average ordinary shares used

Basis and diluted net

loss per share (in each dollar)

TO FINANCIAL STATEMENTS

THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

in thousands, unless otherwise stated)

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 30, 2024.

A reconciliation of the difference between the (expense)/benefit for income taxes and

income taxes at the statutory U.S.

federal 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

Change in Valuation

RTP & Deferred True-up

Change in Rate

State Tax Benefit (Net of Fed)

State Tax Benefit (Net

TX Franchise tax

Total provision effective rate

The components of deferred

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

September 30, 2024

Total provision effective

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

Deferred tax assets relating to:

Net Operating loss carryforwards

Research & development tax credit carryforward

Net Operating

loss carryforwards

Research & development

tax credit carryforward

Right of Use Liability

Other deferred tax assets

Total gross deferred tax assets

deferred tax assets

gross deferred tax assets

Deferred tax liabilities relating to:

Right of Use Asset

Other deferred tax liabilities

Total Gross deferred tax liabilities

deferred tax liabilities

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)

Net deferred tax asset

TO FINANCIAL STATEMENTS

THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

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):

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.

The 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

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,

Operating lease right-of use assets

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.

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

lease right-of use assets

Operating lease liabilities, current portion

Operating lease liabilities, non-current portion

Total operating lease liabilities

Operating leases

Operating lease liabilities,

non-current portion

Total operating lease

September 30,

1 unchanged sentence

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

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND

(Dollars in thousands, unless otherwise stated)

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

September 30,

Total future minimum lease

TO FINANCIAL STATEMENTS

THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023

in thousands, unless otherwise stated)

Subsequent Events

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.

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 January 14, 2024, 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

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

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

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.

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

October 1, 2024 and January 14, 2025, the Company issued an aggregate of 17,689,297 shares of Class B common stock, as detailed below:

- The Company issued an aggregate of 9,788,278 shares of Class B common stock upon the exercise of Common Warrants, at an exercise price of $ 1.35 per share, generating total proceeds of $ 13,214,175.3 before deducting financial advisory fees.

- The Company issued 4,088,000 shares of Class B common stock to a consultant as compensation for technology development services.

Upon completion of the technology development, the resulting technology was recognized as an intangible asset on the Company’s balance sheet, in accordance with ASC 350 and ASC 718.

- The Company issued an aggregate of 417,866 shares of Class B common stock to advisors and consultants as compensation for services rendered.

- The Company allocated an aggregate of 3,395,153 shares of Class B common stock to the employee and director equity incentive pool, of which 1,430,882 shares were granted during the period between October 1, 2024 and January 14, 2025.

(2) Financial

Statement Schedules

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.

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).

17 unchanged sentences

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

2023 Equity Stock Option Plan (Incorporated by reference to Exhibit 10.6 in the Company’s Registration Statement on Form S-1/A (File No.

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

Amended and Restated Richtech Robotics, Inc.

2023 Stock Option Plan (Incorporated herein by reference to Appendix A of our Information Statement on Schedule 14C, filed with the Commission on October 2, 2024).

Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.7 in the Company’s Registration Statement on Form S-1/A (File No.

4 unchanged sentences

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

Employment Agreement between the Company and Zhenqiang Huang (Incorporated by reference to Exhibit 10.10 in the Company’s Registration Statement on Form S-1/A (File No.

Agreement between the Company and Zhenqiang Huang (Incorporated by reference to Exhibit 10.10 in the Company’s Registration

Statement on Form S-1/A (File No.

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

Employment Agreement between the Company and Phil Zheng (Incorporated by reference to Exhibit 10.11 in the Company’s Registration Statement on Form S-1/A (File No.

Agreement between the Company and Phil Zheng (Incorporated by reference to Exhibit 10.11 in the Company’s Registration Statement

on Form S-1/A (File No.

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

Employment Agreement between the Company and Matthew Casella (Incorporated by reference to Exhibit 10.12 in the Company’s Registration Statement on Form S-1/A (File No.

Agreement between the Company and Matthew Casella (Incorporated by reference to Exhibit 10.12 in the Company’s Registration

Statement on Form S-1/A (File No.

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

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 (Incorporated by reference to Exhibit 14 in the Company’s Annual Report on Form 10-K, filed with the SEC on January 14, 2025).

Insider Trading Policy (Incorporated by reference to Exhibit 19 in the Company’s Annual Report on Form 10-K, filed with the SEC on January 14, 2025).

Subsidiaries of the Registrant (Incorporated by reference to Exhibit 21.1 in the Company’s Registration Statement on Form S-1/A (File No.

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).

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).

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).

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).

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).

of Ethics (Incorporated by reference to Exhibit 14 in the Company’s Annual Report on Form 10-K, filed with the SEC on January

Trading Policy (Incorporated by reference to Exhibit 19 in the Company’s Annual Report on Form

10-K, filed with the SEC on January 14, 2025).

of the Registrant (Incorporated by reference to Exhibit 21.1 in the Company’s Registration Statement on Form S-1/A (File No.

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

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.*

Certification of the Principal Financial 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.*

Certification of the Principal Executive Officer pursuant to 18 U.S.C.

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.*

Certification

of the Principal Financial 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.*

Certification

of the Principal Executive Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Certification of the Principal Financial Officer pursuant to 18 U.S.C.

Certification

of the Principal Financial Officer pursuant to 18 U.S.C.

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Executive Compensation Clawback Policy.*

Inline XBRL Instance Document.*

Inline XBRL Taxonomy Extension Schema Document.*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

Inline XBRL Taxonomy Extension Label Linkbase Document.*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

* Filed herewith.

** 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.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned, thereunto duly authorized.

February 7, 2025

Compensation Clawback Policy.(Incorporated by reference to Exhibit 97 in the Company’s Annual Report on Form 10-K/A, filed

with the SEC on February 7, 2025).

XBRL Instance Document.*

XBRL Taxonomy Extension Schema Document.*

XBRL Taxonomy Extension Calculation Linkbase Document.*

XBRL Taxonomy Extension Definition Linkbase Document.*

XBRL Taxonomy Extension Label Linkbase Document.*

XBRL Taxonomy Extension Presentation Linkbase Document.*

Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

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.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed

on its behalf by the undersigned, thereunto duly authorized.

March 3, 2025

RICHTECH ROBOTICS INC.

1 unchanged sentence

Chief Executive Officer

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in

the capacities and on the dates indicated.

/s/ Zhenwu Huang

Chief Executive Officer and Director

February 7, 2025

(Principal Executive Officer)

/s/ Zhenqiang Huang

Chief Financial Officer and Director

February 7, 2025

to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

Chief Executive Officer

March 3, 2025

(Principal Executive

/s/ Zhenqiang

Chief Financial Officer

March 3, 2025

Zhenqiang Huang

(Principal Financial and Accounting Officer)

/s/ John Shigley

February 7, 2025

(Principal Financial

and Accounting Officer)

March 3, 2025

Stephen Markscheid

February 7, 2025

March 3, 2025

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/A

Item 9A. Controls and Procedures