RR filing — read by section

Item 9A. Controls and Procedures

ITEM
9A. Controls and Procedures 
 
 Evaluation
of Disclosure Controls and Procedures 
 
 Our
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. 
 
 In
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
Report. 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. 
 
 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. This material weakness was related to: 
 
 ● Complementary
 User Entity Controls: Controls were not fully documented responding to all of the Complementary
 User Entity Controls forwarded through Software as a Service vendor audit reports in the
 design and implementation of suggested controls. 

 ● Information
 Produced by the Entity (IPE): There were not always appropriate IT controls related to
 information produced by the entity (IPE), including spreadsheets, that are relevant to the
 preparation of our consolidated financial statements. 

 Management
has taken the following actions to remediate this material weakness: 
 
 ● Robust
 Controls for SaaS Reports: Established more specific controls to effectively address
 Complementary User Entity Controls arising from SaaS vendor audits. 

 ● Enhanced
 IT Governance: Expanded management oversight and controls within our IT systems. 

 ● Improved
 Access Management: Implemented a role-based access control system for all IT systems,
 including regular reviews of user access rights and timely removal of access for terminated
 employees. This ensures that only authorized personnel have access to sensitive financial
 data. 

 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. 
 
 Based
on such evaluation, our CEO and CFO have concluded that our internal control over financial reporting is effective 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. 
 
 49 

 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 activities. This process allows us to identify and address any emerging risks or control deficiencies in a timely
manner. 
 
 Changes
in Internal Control over Financial Reporting 
 
 During
the fiscal year ended September 30, 2024, the Company underwent a significant transition as it became a publicly traded company. As a
private company, we were not previously subject to the Sarbanes-Oxley Act of 2002, including the requirements for management’s
assessment of internal control over financial reporting. 
 
 To
comply with these new requirements, we have undertaken substantial efforts to develop and implement a comprehensive system of internal
control over financial reporting in accordance with the 2013 Committee of Sponsoring Organizations of the Treadway Commission framework.
These efforts included: 
 
 ● Documentation
 of key controls: We have documented our significant processes and controls, including
 those related to financial reporting, IT systems, and operational activities. 

 ● Implementation
 of new controls: We have implemented new controls to address areas where deficiencies
 were identified, particularly in IT general controls and the use of spreadsheets in financial
 reporting. This includes enhanced controls over SaaS applications, improved IT governance,
 and increased data accuracy procedures. 

 ● Testing
 of controls: We have performed testing of our controls to evaluate their design and operating
 effectiveness. 

 While
 we believe that significant progress has been made in strengthening our internal control
 over financial reporting, these efforts are ongoing. We continue to evaluate and enhance
 our control environment to ensure its effectiveness and adaptability as the Company grows
 and evolves. 
 
 Inherent
Limitations on Internal Controls 
 
 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate. No evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected. 
 
 ITEM
9B. Other Information 
 
 Not
Applicable. 
 
 ITEM
9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 
 
 Not
Applicable. 
 
 50 

 PART
III 
 
 ITEM
10. 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. 
 
 Name 
 
 Age 
 
 Title 

 Zhenwu (Wayne)
 Huang 
 
 48 
 
 Chief Executive
 Officer and Director 

 Zhenqiang (Michael) Huang 
 
 46 
 
 Chief Financial Officer
 and Director 

 Phil Zheng 
 
 31 
 
 Chief Operating Officer 

 Matthew G. Casella 
 
 46 
 
 President 

 John Shigley 
 
 68 
 
 Director 

 Stephen Markscheid 
 
 70 
 
 Director 

 Saul Factor 
 
 65 
 
 Director 

 Biographies of
Executive Officers and Directors 
 
 Mr. Zhenwu
(Wayne) Huang has served as our Founder, Chief Executive Officer and director since the founding of the Company in July 2016.
Mr. Huang has 20 years of experience leading corporations across multiple technology industries. Mr. 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. Ltd. 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. This success can be attributed to Mr. Huang’s understanding
of customer centric design, utilizing technology to elevate the customer experience. Mr. 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. Mr. 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. 
 
 Mr. Zhenqiang
(Michael) Huang has served as our co-founder, Chief Financial Officer and director since the founding of the Company in July 2016.
He oversees the functions relating to finance, accounting, reporting and procurement. Mr. Huang was co-founder of Nanjing Rich Digital
Technology Co. Ltd. from 2003 to 2007 where he oversaw international cooperation and partnerships. 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.
Mr. Huang 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. 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. 
 
 Mr.
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. 
 
 Mr.
Matthew G. 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,
Inc. (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. Mr. Casella received his Bachelor of Science degree in Finance from the University of Illinois Urbana-Champaign
in 2001. 
 
 51 

 Mr.
John Shigley joined our board of directors as an independent director in November 2023. Mr. Shigley is a retired Nevada certified
public accountant with over 30 years of executive experience in large casino-hotels. Mr. 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). Mr. 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. 
 
 Mr.
Stephen Markscheid joined our board of directors as an independent director in November 2023. Mr. 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. (NYSE: JKS), a solar panel manufacturer (since 2010); ConnectM Technology Solutions, Inc.
(Nasdaq: CNTM), a technology company (since July 2024); Four Leaf 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: SPHAU), a special purpose acquisition company (since December 2024). Mr. 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. (Nasdaq: FANH),
a financial services provider from 2007 to 2024, Kingwisoft Technology Services Ltd. (HKSE: 8295.HK), an information technology company
from 2016 to 2024, and several special purpose acquisition companies. He is also a trustee emeritus of Princeton-in-Asia. From 1998 to
2006, he worked for GE Capital. During his time with GE Capital, Mr. Markscheid led GE Capital’s business development activities
in China and Asia Pacific, primarily acquisitions and direct investments. Prior to GE Capital, Mr. 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. Mr. Markscheid began his career with the US-China Business Council, in Washington D.C. and Beijing.
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. 
 
 Mr.
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. The former director filed a third party complaint against the other directors, including Mr. Markscheid, which
was settled in December 2022. 
 
 Mr.
Markscheid was a defendant in his capacity as a director of JinkoSolar Holding Co. Ltd. (“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. 
 
 Mr.
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”). Mr. 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. 
 
 52 

 Mr. Saul
Factor joined our board of directors as an independent director in November 2023. Mr. Factor has over 20 years of experience
as a healthcare and pharmaceuticals executive, with experience driving business operations across various countries around the world.
Mr. Factor currently serves as president of Factor Healthcare Consulting, a pharmaceuticals consulting company, which he founded
in 2020. 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). Mr. 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: 
 
 Name 
 
 Age 
 
 Title 

 Yman Vien 
 
 64 
 
 Advisory Board Nominee 

 Dr. Lingyun Gu 
 
 47 
 
 Advisory Board Nominee 

 Dr. Darryl T. Jenkins 
 
 62 
 
 Advisory Board Nominee 

 Michael Roberts 
 
 73 
 
 Advisory Board Nominee 

 The
following sets forth certain biographical information with respect to the members of our Advisory Board: 
 
 Ms.
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. Most recently, from 2015 to current, Ms. Vien serves as President at Lotus
Financial Partners, which provides financial consulting services to local developers and business owners for raising private funding
and obtaining bank financing for real estate development projects. Same time from 2021, Ms. Vien has helped to start an Adult Day Care
Service center and In-Home Service programs to seniors. Ms. Vien also served as trustee and treasurer for Ravenswood Health Care Foundation
from 2007 to 2018. Ms. 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 1981. 
 
 Dr.
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. 
 
 53 

 Dr.
Darryl T. 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. Dr. 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. Dr. 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. Dr. Jenkins is also a published author.
Dr. Jenkins has served on various public and private boards of directors. Dr. 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. As Global President for McDonald’s, Mr. Roberts was responsible for more than
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); and President, West Division, McDonald’s USA (1997 to 2001). Mr. Roberts
was the Co-Founder of LYFE Kitchen restaurants, where he created a transformational, socially responsible “lyfestyle” brand
whose acronym stands for Love Your Food Everyday. In 2009, Mr. Roberts was the Vice Chairman and a Board Member of the Chicago 2016
Olympic Committee. He was responsible for overseeing marketing and communications activities for the bid from the board level. In addition,
he was also active in areas of sponsorship, advertising, grassroots marketing and building the bid’s national and international
presence in support of Chicago’s candidacy. Mr. Roberts is also on the Board of Directors of Lumen Technologies (NYSE: LUMN)
(since 2011), a telecommunications company, and a former board member of W.W. Grainger, Inc. (NYSE: GWW), where he also served
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. Mr. 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. 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 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. 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. 
 
 54 

 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. 
 
 55 

 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 which operates under a charter that has been approved by our board of directors. Copies of each committee’s charter are posted
on the Investor Relations section of our website, which is located at www.richtechrobotics.com . Each committee has the composition
and responsibilities described below. 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;
 and 

 ● 
 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. 
 
 56 

 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. 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; and 

 ● 
 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; and 

 ● 
 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; 

 ● 
 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; and 

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

 57 

 Attendance 
 
 There were eight (8) meetings,
exclusive of action by unanimous written consent, of the board of directors held during fiscal year 2024. Each of our directors attended
all of the meetings of the board of directors held during fiscal year 2024, while such director was a member of the board of directors.
 
 There were four (4) meetings,
exclusive of action by unanimous written consent, of the Audit Committee held during fiscal year 2024. Each of the committee members
attended all of the meetings of the Audit Committee held during fiscal year 2024 while such committee member served on the Audit Committee.
 
 There was one (1) meeting,
exclusive of action by unanimous written consent, of the Compensation Committee held during fiscal year 2024. Each of the committee members
attended such meeting of the Compensation Committee held during fiscal year 2024.
 
 There were zero (0) meetings,
exclusive of action by unanimous written consent, of the Nominating and Corporate Governance Committee held during fiscal year 2024.
 
 Director Attendance at Annual Meeting of Stockholders 
 
 We do not have a formal
policy regarding the attendance of our board members at our annual meetings of stockholders, but we expect all directors to make every
effort to attend any meeting of stockholders.
 
 Role of Board in Risk Oversight Process 
 
 Our co-founder and Chief
Executive Officer, Zhenwu (Wayne) Huang, beneficially owns approximately 64.28% of the voting power of our common stock as of December
31, 2024. Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests
of the Company and our stockholders are best served. Our board of directors has determined that its current leadership structure is appropriate.
Zhenwu (Wayne) Huang, as one of our founders and as our Chief Executive Officer, has extensive knowledge of all aspects of the Company,
our business and risks.
 
 While management is responsible
for assessing and managing risks to the Company, our board of directors is responsible for overseeing management’s efforts to assess
and manage risk. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight
of risks, and standing committees of our board of directors. 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.
 
 Compensation Committee Interlocks and Insider
Participation 
 
 None of our executive officers
serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent
function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee.
None of the members of our compensation committee is, or has ever been, an officer or employee of our company.
 
 58 

 Code of Business Conduct and Ethics 
 
 We have adopted a written
code of business conduct and ethics that applies to our employees, officers and directors. A current copy of the code is posted on the
Corporate Governance section of our website, which is located at www.richtechrobotics.com . We intend to disclose future amendments
to certain provisions of our code of business conduct and ethics, or waivers of such provisions applicable to any principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors,
on our website identified above or in filings with the SEC.
 
 Insider Trading Policy 
 
 We have adopted a formal
policy against insider trading which provides guidelines to all of our directors, officers, employees, and consultants with respect to
trading in our securities, as well as the securities of publicly traded companies with whom we have a business relationship. This policy
has been designed to prevent insider trading or even allegations of insider trading.
 
 Compensation Recovery and Clawback Policy 
 
 Under the Sarbanes-Oxley
Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we
can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges
to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated
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”).
 
 The Clawback Policy provides
for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined
in the Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance with
the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or
otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may
recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed
fiscal years preceding the date on which we are required to prepare an accounting restatement.
 
 Section 16(a) Beneficial Ownership Reporting
Compliance 
 
 Section 16(a) of the Exchange
Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes
in ownership of our common stock with the Commission. Directors, executive officers and ten percent stockholders are also required to
furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that during the year ended September 30, 2024, all reports applicable to our
executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of
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. 

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

 ITEM 11. Executive Compensation
 
 This section discusses the
material components of the executive compensation program for our named executive officers for the years ended September 30,
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.
 
 Our named executive officers
are:
 
 ● 
 Zhenwu (Wayne) Huang 
 Chief Executive Officer 

 ● 
 Matthew Casella 
 President 

 ● 
 Phil Zheng 
 Chief Operating Officer 

 59 

 Summary Compensation Table 
 
 The following table presents
the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended September 30, 2024 and
2023.
 
 Name and Principal
 Position 
 Year 
 (FY) 
 Salary 
 ($) 
 Bonus 
 ($) 
 Option 
 Awards 
 ($) 
 Non-Equity 
 Incentive 

 Plan 
 Compensation 
 ($) 
 Nonqualified 
 Deferred 

 Compensation 
 Earnings 
 ($) 
 All Other 
 Compensation 

 ($) 
 Total 
 ($) 

 Zhenwu (Wayne) Huang 
 2024 
 120,000 
 
 — 
 — 
 — 
 — 
 120,000 

 CEO 
 2023 
 120,016 
 800 
 — 
 — 
 — 
 — 
 120,816 

 Phil Zheng
 
 2024 
 133,717 
 — 
 — 
 — 
 — 
 — 
 133,717 

 COO 
 2023 
 60,000 
 — 
 — 
 — 
 — 
 — 
 60,000 

 Matthew Casella 
 2024 
 168,654 
 
 — 
 — 
 — 
 — 
 180,000 

 President 
 2023 
 --- 
 
 — 
 — 
 — 
 — 
 --- 

 Narrative to Summary Compensation Table 
 
 Employment Agreements 
 
 For the fiscal year ended
September 30, 2023, the Company maintained employment agreements with its Chief Executive Officer, Chief 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.
 
 Agreement with Chief Executive Officer 
 
 The CEO employment agreement
was entered as of July 1, 2016. Initially, the CEO annual base salary was $120,000, and for the fiscal year ended September 30,
2024, the annual base salary for Mr. Zhenwu (Wayne) Huang was $120,000. Upon termination of employment without cause, the Company
is required to pay to Mr. Zhenwu (Wayne) Huang an amount as required by the Employment Standards Act 2000 or other such legislation
as may be in effect at the time of termination. This payment shall constitute the employee’s entire entitlement arising from said
termination. The agreement provides for a non-solicitation period of six (6) months following the termination of employment.
 
 Agreement with Chief Operating Officer 
 
 The COO employment agreement
was entered as of July 2, 2020. Initially, 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 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 
 
 The employment agreement
with Matt Casella August 15, 2023. For the fiscal year ended September 30, 2023, the annual base salary for Mr. Casella was
$168,654. Under the terms of the agreement, the annual stock option grant will follow a “50+70” plan, where 50,000 shares
will be granted as vested stock options after one year of service, and an additional 70,000 shares will be granted based on the completion
of annual performance targets. On November 20, 2024, Mr. Casella was granted 60,000 shares of Class B common stock. Upon termination
of employment without cause, the Company is required to pay to Mr. Casella an amount as required by the Employment Standards Act
2000 or other such legislation as may be in effect at the time of termination. This payment shall constitute the employee’s entire
entitlement arising from said termination. The agreement provides for a non-competition and non-solicitation period of twelve (12) months
following the termination of employment.
 
 60 

 Outstanding Equity Awards at Fiscal Year-End
Table 
 
 The following table summarizes
the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of September 30,
2024.
 
 Name 
 
 Number of
 
 Securities 

 Underlying 

 Unexercised 

 Options 

 (# exercisable) 
 
 Number of
 
 Securities 

 Underlying 

 Unexercised 

 Options 

 (# unexercisable) 
 
 Equity
 
 Incentive 

 Plan 

 Awards: 

 Number of 

 Securities 

 Underlying 

 Unexercised 

 Unearned 

 Options 
 
 Option
 
 Exercise 

 Price 
 
 Option
 
 Expiration 

 Date 
 
 Number of
 
 shares or 

 units of 

 stock that 

 have not yet 

 vested 
 
 Zhenwu (Wayne) Huang 

 CEO 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 Phil Zheng

 COO
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 Matthew Casella 

 President 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 — 
 
 Incentive Plan 
 
 On September 26, 2024, our
Board and the holders of a majority of the voting power of the outstanding Class B common stock of the Company adopted resolutions by
written consent to approve and adopted the Amended and Restated Richtech Robotics Inc. 2023 Stock Option Plan (the “Incentive Plan”),
pursuant to the Company’s second amended and restated bylaws and Nevada law. The principal purposes of the Incentive Plan are to:
(a) attract and retain the best available personnel for positions of substantial responsibility; (b) provide additional incentive
to employees, directors, and consultants; and (c) promote the success of the business of the Company. The following description
of the principal terms of the Incentive Plan is a summary of the terms of the Incentive Plan and is qualified in its entirety by the
full text of the Incentive Plan.
 
 Administration of the Incentive Plan 
 
 Our Board or a committee
appointed by the Board will administer the Incentive Plan. The plan administrator has broad authority to:
 
 ● 
 select participants and determine the types of awards that they are
 to receive; 

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

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

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

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

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

 Shares Subject to the Incentive Plan 
 
 An aggregate of 6,000,000
shares was initially reserved under the original Incentive Plan. An aggregate of 14,311,215 shares of Class B common stock was reserved
for issuance under the amended and restated Incentive Plan (including the 6,000,000 shares originally reserved). As of September 30,
2024, 525,274 shares remain available for issuance under the Incentive Plan. If an option should expire or become unexercisable for any
reason without having been exercised in full or no shares are issued with respect to an award, the shares underlying that award will
again become available for issuance under the Incentive Plan. All of the shares available under the Incentive Plan may be issued upon
the exercise of incentive stock options.
 
 61 

 Participation 
 
 Employees, directors, and
consultants that provide services to us or one of our subsidiaries may be selected to receive awards under the Incentive Plan. Incentive
stock options may only be granted under the Incentive Plan to persons who, at the time of the grant, are employees of our Company or
our subsidiaries.
 
 Types of Awards 
 
 The Incentive Plan permits
the granting of awards in the form of stock options and stock purchase rights, which include restricted stock awards and restricted stock
units.
 
 Stock Options. A
stock option entitles the recipient to purchase shares of Class B common stock at a fixed exercise price. The exercise price per
share will be determined by the plan administrator in the applicable award agreement in its sole discretion at the time of the grant.
The exercise price can be paid in cash, check, net exercise, any consideration permissible under applicable law, or any combination of
the foregoing. The maximum term of each stock option shall be fixed by the plan administrator, but in no event shall an option be exercisable
more than ten (10) years after the date such option is granted.
 
 The plan administrator may
grant share options that qualify as “incentive stock options,” as described in Section 422 of the Code. The exercise
price per share for an incentive stock option may not be less than 100% of the fair market value of a share of Class B common stock
on the date of the grant. 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.
 
 Restricted Stock. A
restricted stock award is an award of Class B common stock that vests in accordance with the terms and conditions established by
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 awards.
 
 Restricted Stock Units. Restricted
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
to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule and
rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards.
 
 The holders of restricted
stock units will have no voting rights. Prior to settlement or forfeiture, restricted stock units awarded under the Incentive Plan may,
at the plan administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited
with an amount equal to all dividends paid on one share of Class B common stock while each restricted stock unit is outstanding.
Dividend equivalents may be converted into additional restricted stock units. Settlement of dividend equivalents may be made in the form
of cash, shares, other securities, other property, or a combination of the foregoing. Prior to distribution, any dividend equivalents
shall be subject to the same conditions and restrictions as the restricted stock units to which they are payable.
 
 Equitable Adjustments 
 
 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.
 
 62 

 Change in Control 
 
 In the event of any proposed
change in control (as described in the Incentive Plan), the plan administrator will take any action as it deems appropriate, which action
may include, without limitation, the following: (i) the continuation of any award, if the Company is the surviving corporation;
(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 
 
 An award may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution,
and may be exercised or purchased during the lifetime of the participant, only by the participant.
 
 Term 
 
 The Incentive Plan became
effective upon adoption by the Board on November 16, 2023 and, unless terminated, the Incentive Plan will continue in effect for a term
of ten (10) years.
 
 Amendment and Termination 
 
 Our Board may amend, alter,
suspend, or discontinue the Incentive Plan at any time. Any such termination will not affect outstanding awards. No amendment, alteration,
suspension, or discontinuation of the Incentive Plan will impair the rights of any participant without the participant’s consent.
 
 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 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.
 
 Name 
 
 Fees

 Earned

 or Paid

 in Cash

 ($) 
 
 Stock

 Awards

 ($) 
 
 Option

 Awards 

 ($) 
 
 Nonequity

 incentive

 plan

 compensation 

 ($) 
 
 Nonqualified

 deferred

 compensation

 earnings 

 ($) 
 
 All
 other

 compensation 

 ($) 
 
 Total
 
 ($) 
 
 John Shigley 
 
 $ 
 - 
 
 14,640 
 
 - 
 
 - 
 
 - 
 
 - 
 
 $ 
 14,640 
 
 Stephen Markscheid 
 
 - 
 
 14,640 
 
 - 
 
 - 
 
 - 
 
 - 
 
 14,640 
 
 Saul Factor 
 
 - 
 
 14,640 
 
 - 
 
 - 
 
 - 
 
 - 
 
 14,640 
 
 63 

 Limitation of Liability and Indemnification
Matters 
 
 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
to indemnify officers and directors for actions pursuant to which a director or officer either would not be liable pursuant to the limitation
of liability provisions of Nevada law or where he or she acted in good faith and in a manner which he or she reasonably believed to be
in or not opposed to our best interests, and, in the case of an action not by or in the right of the corporation and with respect to
any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.
 
 As permitted by Nevada law
or our second amended and restated articles of incorporation, our second amended and restated bylaws (a) include provisions that eliminate
the personal liability of our directors or officers for damages resulting from certain breaches of fiduciary duties as a director or
officer; (b) require the Company to indemnify and hold harmless any officer or director against all expense, liability and loss (including,
without limitation, attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding (including,
without limitation, an action, suit or proceeding by or in the right of the company), whether civil, criminal, administrative, or investigative;
and (c) require us to advance expenses of the indemnitee as such expenses are incurred upon receipt of an undertaking by or on behalf
of the indemnitee to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the Company.
 
 The effect of these provisions
is to restrict our rights and the rights of our stockholders in derivative suits to recover damages against a director or officer for
breach of fiduciary duties as a director or officer. In addition, the Company pays the costs of settlement and damage awards against
directors and officers pursuant to these indemnification provisions.
 
 These limitations of liability
do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive
relief or recession.
 
 We have obtained a directors’
and officers’ insurance policy pursuant to which our directors and officers are insured against liability for actions taken in
their capacities as directors and officers.
 
 64 

 ITEM 12. 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 January 14, 2025, with
respect to: (i) each person, or group of affiliated persons, known to us to be the beneficial owner of more than five percent of our
Class A common stock and Class B common stock; (ii) each of our directors; (iii) each of our named executive officers; and (iv) all of
our current directors and executive officers as a group. 
 
 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 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) 
 Shares of 
 Class A 

 Common 
 Stock 
 Shares of 
 Class B 

 Common 
 Stock 
 % of Total 
 Voting 
 Power 

 Executive Officers and Directors 
 
 Zhenwu Huang 
 30,308,000 
 — 
 64.28 % 

 Zhenqiang Huang 
 7,892,000 
 — 
 16.74 % 

 Phil Zheng 
 — 
 1,400,000 
 * 

 Matthew G. Casella 
 — 
 60,000 
 * 

 John Shigley 
 — 
 22,000 
 * 

 Stephen Markscheid 
 — 
 22,000 
 * 

 Saul Factor 
 — 
 22,000 
 * 

 All officers and directors as a group (7
 individuals) 
 38,200,000 
 1,526,000 
 81.35 % 

 5% Stockholders 
 
 N/A 
 
 * 
 Less than 1% 

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

 Changes in Control 
 
 None.
 
 65 

 ITEM 13. 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:
 
 As of 
 As of 

 September 30, 
 September 30, 

 Notes 
 2024 
 2023 

 Amounts due from related parties: 
 
 Uplus Academy LLC 
 (i) 
 - 
 118 

 Uplus Academy NLV LLC 
 (i) 
 - 
 16 

 - 
 108 

 As of 
 As of 

 September 30, 
 September 30, 

 Notes 
 2024 
 2023 

 Amounts due to related parties: 
 
 Bison Systems LLC 
 (ii) 
 - 
 85 

 Zhenwu Huang 
 (iii) 
 - 
 113 

 Phil Zheng 
 (iv) 
 - 
 40 

 - 
 238 

 (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 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
 in May 2023. As of September 30, 2024, the loan from Phil Zheng was fully repaid. 

 66 

 ITEM 14. Principal Accounting
Fees and Services 
 
 The following table sets
forth the fees billed by our independent accountants, Bush & Associates CPA LLC (“Bush & Associates”) for
the years ended September 30, 2024 and 2023.
 
 Year Ended 
 September 30, 

 2024 
 2023 

 Audit fees 
 $ 36,400 
 $ 42,500 

 Audit-related fees 
 $ 15,600 
 $ 18,000 

 Tax fees 
 $ - 
 $ - 

 All other fees 
 $ - 
 $ - 

 Audit Fees 
 
 Audit fees consist of fees
for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Bush &
Associates in connection with regulatory filings. The aggregate fees of Bush & Associates for professional services rendered
for the audit of our annual financial statements, review of the financial information include in our filings with the SEC for the years
ended September 30, 2024 and 2023 totaled approximately $36,400 and $42,500, respectively. The above amounts include interim procedures
and audit fees, as well as attendance at audit committee meetings.
 
 Audit-Related Fees 
 
 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.
 
 Tax Fees 
 
 We did not pay Bush &
Associates for tax services, planning or advice for the years ended September 30, 2024 and 2023.
 
 All Other Fees 
 
 We did not pay Bush &
Associates for any other services for the years ended September 30, 2024 and 2023.
 
 Procedures For Board of Directors Pre-Approval
of Audit and Permissible Non-Audit Services of Independent Auditor 
 
 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). 
 
 67 

 PART IV 
 
 ITEM 15. Exhibits and
Financial Statements Schedules 
 
 (a) 
 The following documents are filed as part of this Report: 

 (1) 
 Financial Statements 

 Page 
 Report of Independent Registered Public Accounting Firm (PCAOB ID 6797 ) F-2 
 Balance Sheets F-4 
 Statements of Operations F-5 
 Statements of Stockholders’ Equity F-6 
 Statements of Cash Flows F-7 
 Notes to Financial Statements F-8 
 
 F- 1 

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
 
 To the Shareholders and the Board of Directors of 
 
 Richtech Robotics, Inc. 
 
 Las Vegas, Nevada 
 
 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 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 management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a
public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities 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 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
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 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 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: REVENUE RECOGNITION. 
 
 Description of the Matter: 
 
 We identified revenue recognition as a critical
audit matter. 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. 
 
 F- 2 

 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: 
 
 1. Identifying performance
 obligations in customer contracts 

 2. Determining the
 timing of control transfer to customers 

 3. Measuring and allocating
 the transaction price 

 4. 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: 
 
 1. Evaluating the Company's
 revenue recognition policy for compliance with ASC 606 

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

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

 4. Performing substantive
 analytical procedures to identify unusual revenue trends 

 5. Assessing the Company's
 disclosures related to revenue recognition in the financial statements. 

 /s/ Bush & Associates CPA LLC 
 
 We have served as the Company’s auditor since 2022. 
 
 Henderson, Nevada 
 
 January 14, 2025 
 
 PCAOB ID Number 6797 
 
 F- 3 

 RICHTECH
ROBOTICS INC. 
 
 Balance
Sheets 
 
 September
30, 2024 and 2023 
 
 (In
thousands, except share and per share data) 
 
 2024 
 2023 

 ASSETS 
 
 Current assets: 
 
 Cash and cash equivalents 
 $ 14,566 
 $ 433 

 Short term investment 
 15,940 
 - 
 
 Accounts receivable, (net of allowance for doubtful accounts) 
 1,359 
 5,576 

 Amount due from related parties, current 
 - 
 
 134 

 Inventory 
 1,148 
 822 

 Prepaid expenses and other current assets 
 33 
 17 

 Total current assets 
 33,046 
 6,982 

 Property and equipment, net 
 738 
 28 

 Deferred tax assets, net 
 - 
 
 518 

 Operating lease right-of-use-assets 
 506 
 315 

 Intangible assets, Net 
 7,621 
 - 
 
 Other assets, non-current 
 740 
 10 

 Total assets 
 $ 42,651 
 $ 7,853 

 LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS’ EQUITY 
 
 Current liabilities: 
 
 Accounts payable 
 $ 150 
 $ 1,126 

 Amount due to related parties, current 
 - 
 
 238 

 Accrued expenses 
 97 
 59 

 Short-term loan 
 53 
 845 

 Tax payables 
 5 
 461 

 Operating lease liabilities, current 
 150 
 161 

 Total current liabilities 
 455 
 2,890 

 Long-term payables 
 102 
 - 
 
 Operating lease liabilities, non-current 
 356 
 154 

 Total liabilities 
 913 
 3,044 

 Commitments and contingencies 
 
 Stockholders’ equity: 
 
 Class A Common stock, $ 0.0001 par, 100,000,000 shares authorized as of September 30, 2024 and September 30, 2023, 39,934,846 and 44,353,846 shares issued and outstanding as of September 30, 2024 and September 30, 2023, respectively 
 $ 4 
 $ 4 

 Class B Common stock, $ 0.0001 par, 200,000,000 shares authorized as of September 30, 2024 and September 30, 2023, 53,795,254 and 17,813,000 shares issued and outstanding as of September 30, 2024 and September 30, 2023,respectively. 
 6 
 2 

 Additional Paid-in Capital 
 49,667 
 4,602 

 Retained earnings 
 ( 7,939 ) 
 201 

 Total stockholders’ equity 
 41,738 
 4,809 

 Total liabilities, preferred stock and stockholder's equity 
 $ 42,651 
 $ 7,853 

 See accompanying Notes to Financial Statements
 
 F- 4 

 RICHTECH
ROBOTICS INC. 
 
 Statements
of Operations 
 
 For
the years ended September 30, 2024 and 2023 
 
 (In
thousands, except share and per share data) 
 
 2024 
 2023 

 Revenue, net 
 $ 4,240 
 $ 8,759 

 Cost of revenue, net 
 1,520 
 2,744 

 Gross profit 
 2,720 
 6,015 

 Operating expenses: 
 
 Research and development 
 2,021 
 1,979 

 Sales and marketing 
 1,315 
 238 

 General and administrative 
 6,457 
 3,509 

 Total operating expenses 
 9,793 
 5,726 

 Loss from operations 
 ( 7,073 ) 
 289 

 Non-operating income(expense): 
 
 Investment Income 
 13 
 -
 
 Interest expenses, net 
 ( 762 ) 
 ( 734 ) 

 Total other expenses 
 ( 749 ) 
 ( 734 ) 

 Loss before income tax expense 
 ( 7,822 ) 
 ( 445 ) 

 Income tax benefit/(expense) 
 ( 318 ) 
 106 

 Net loss 
 ( 8,140 ) 
 ( 339 ) 

 Net loss attributable to common stockholders 
 $ ( 8,140 ) 
 $ ( 339 ) 

 Basic and diluted net loss per share of common stock 
 $ ( 0.12 ) 
 $ ( 0.01 ) 

 Weighted average shares used to compute basic and diluted net loss per share 
 69,953,723 
 62,166,846 

 See accompanying Notes to Financial Statements.
 
 F- 5 

 RICHTECH
ROBOTICS INC 
 
 Statements
of Equity 
 
 For
the years ended September 30, 2023 and 2024 
 
 (in
thousands, except per share data) 
 
 Common stock* 
 Additional 
 Retained earnings 
 Total 

 Class A 
 Class B 
 Paid-in 
 (Accumulated 
 Shareholders’ 

 Shares 
 Amount 
 Shares 
 Amount 
 Capital 
 deficit) 
 equity 

 Balance at September 30, 2022 
 39,400,000 
 $ 4 
 600,000 
 $ -
 
 $ 2,374 
 $ 540 
 $ 2,918 

 Common stock issued for cash 
 - 
 -
 
 9,397,000 
 1 
 2,229 
 -
 
 2,230 

 Common stock issued for future services 
 6,153,846 
 -
 
 6,616,000 
 1 
 38,317 
 -
 
 38,318 

 Provision of Common stock issued for future services 
 - 
 -
 
 - 
 -
 
 ( 38,318 ) 
 -
 
 ( 38,318 ) 

 Conversion from class A to Class B common stock 
 ( 1,200,000 ) 
 -
 
 1,200,000 
 -
 
 -
 
 -
 
 -
 
 Net loss 
 - 
 -
 
 - 
 -
 
 -
 
 ( 339 ) 
 ( 339 ) 

 Balance at September 30, 2023 
 44,353,846 
 $ 4 
 17,813,000 
 $ 2 
 $ 4,602 
 $ 201 
 $ 4,809 

 Initial Public offering related expenses 
 - 
 -
 
 - 
 -
 
 ( 1,435 ) 
 -
 
 ( 1,435 ) 

 Common stock Issuance for initial public offering* 
 - 
 -
 
 2,142,563 
 -
 
 10,713 
 -
 
 10,713 

 Issuance of Common shares for Loan Settlement 
 - 
 -
 
 2,294,114 
 -
 
 3,383 
 -
 
 -
 
 Issuance of Common Shares for Intangible Asset Acquisition 
 - 
 -
 
 4,730,726 
 1 
 2,216 
 -
 
 -
 
 Shares Issued to Employees and Directors 
 - 
 -
 
 51,890 
 -
 
 74 
 -
 
 -
 
 Issuance of new shares for cash 
 - 
 -
 
 22,343,961 
 2 
 30,124 
 -
 
 30,126 

 Conversion from class A to Class B Common stock 
 ( 4,419,000 ) 
 -
 
 4,419,000 
 1 
 -
 
 -
 
 -
 
 Net loss 
 - 
 -
 
 - 
 -
 
 -
 
 ( 8,140 ) 
 ( 8,140 ) 

 Balance at September 30, 2024 
 39,934,846 
 $ 4 
 53,795,254 
 $ 6 
 $ 49,667 
 $ ( 7,939 ) 
 $ 41,738 

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

 See accompanying Notes to Financial Statements.
 
 F- 6 

 RICHTECH
ROBOTICS, INC. 
 
 STATEMENTS OF CASH FLOWS 
 
 For the year ended September
30, 2024 and 2023 
 
 (In thousands) 
 
 2024 
 2023 

 Cash flows from operating Activities: 
 
 Net loss 
 $ ( 8,140 ) 
 $ ( 339 ) 

 Adjustments to reconcile net income to net cash provided
 by operating activities: 
 
 Accounts receivable 
 4,218 
 ( 3,919 ) 

 Inventory 
 ( 326 ) 
 551 

 Prepaid expenses and other current assets 
 ( 16 ) 
 23 

 Right-of-use asset 
 ( 191 ) 
 67 

 Accounts payable 
 ( 976 ) 
 951 

 Tax payable 
 ( 456 ) 
 344 

 Accrued expenses 
 38 
 3 

 Deferred tax assets 
 518 
 ( 518 ) 

 Depreciation and amortization 
 81 
 13 

 Operating lease liabilities, current 
 ( 12 ) 
 ( 108 ) 

 Operating lease liabilities, non- current 
 202 
 36 

 Net cash provided by operating activities 
 ( 5,060 ) 
 ( 2,896 ) 

 Cash flows from investing activities: 
 
 Purchase of equipment 
 ( 725 ) 
 -
 
 Purchase of intangible assets 
 ( 5,470 ) 
 -
 
 Purchase of short-term investments 
 ( 15,940 ) 
 -
 
 Purchase of long-term investments 
 ( 730 ) 
 -
 
 Cash used for lending to related parties 
 134 
 ( 30 ) 

 Payment received from lending to related
 parties 
 -
 
 4 

 Net cash used in investing activities 
 ( 22,731 ) 
 ( 26 ) 

 Cash flows from financing activities: 
 
 Proceeds from the issuance of related party debt 
 -
 
 200 

 Payment of loans received from third parties 
 ( 3,792 ) 
 -
 
 Loans received from third parties 
 3,102 
 845 

 Loan Settlement 
 3,383 
 -
 
 Payment of related party debt 
 ( 238 ) 
 ( 247 ) 

 Proceeds from issuance of ordinary shares 
 30,182 
 -
 
 Proceeds from stockholder capital injection 
 9,286 
 2,230 

 Net Cash used in financing activities 
 41,924 
 3,028 

 Net change in cash and cash equivalents 
 14,133 
 106 

 Cash, cash equivalents and restricted
 cash at beginning of the period 
 $ 433 
 $ 327 

 Cash, cash equivalents and restricted
 cash at end of the period 
 $ 14,566 
 $ 433 

 See accompanying Notes to
Financial Statements.
 
 F- 7 

 NOTES
TO FINANCIAL STATEMENTS 
 
 FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND
2023 
 
 (Dollars in thousands, unless otherwise stated)
 
 NOTE 1: Nature of Business 

 Description of Business 

 Richtech Robotics Inc. (“we”,
“us”, “our” or “Richtech”), is a Nevada C-Corporation registered in Nevada. Richtech was converted
from Richtech Creative Displays, LLC on June 22, 2022, and is the predecessor of Richtech. Richtech Creative Displays, LLC was established
on July 19, 2016 in Nevada.

 We are a leading provider
of service robotic solutions. We develop, manufacture, and deploy novel products that address the growing need for automation in the
service industry and provide service automation solutions that directly address the labor shortage problem affecting the US service industry.
Our solutions include delivery, commercial cleaning, food & beverage service, and customization and development service, which have
been implemented in more than 80 cities across the United States in restaurants, hotels, casinos, senior living homes, factories and
retail centers. Our solutions automate repetitive and time-consuming tasks which allows clients to reallocate labor hours to more value-creating
roles. Many of our clients see our robotic solutions as crucial to expanding and scaling their businesses. Our goal is to be a long-term
partner to our clients, providing them with a range of robotic solutions to remedy their problems.

 Risk and Uncertainties 

 The Company’s business
and operations are sensitive to general business and economic conditions worldwide. These conditions include short-term and long-term
interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy. A host of
factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business
and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.
In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales
operations. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized
by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete
or unmarketable. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer
and market demands, and enhance its current technology under development.

 Emerging Growth Company Status 

 We are an emerging growth
company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth
companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time
as those standards apply to private companies.

 We have elected to use this
extended transition period for complying with new or revised accounting standards that have different effective dates for public and
private companies until the earlier of the date that we are (1) no longer an emerging growth company or (2) affirmatively and irrevocably
opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies
that comply with the new or revised accounting pronouncements as of public company effective dates.

 We will remain an emerging growth company until the earliest of (1) the last day of the first fiscal year (A) following the fifth anniversary of the completion of 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. 
 
 F- 8 

 NOTES TO FINANCIAL STATEMENTS 
 
 FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND
2023 
 
 (Dollars in thousands, unless otherwise stated)
 
 NOTE 2: Summary of Significant Accounting Policies 

 Basis of Presentation 
 
 These financial statements
and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”),
pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany accounts and transactions
have been eliminated in consolidation.
 
 Use of Estimates 
 
 The preparation of the financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
 
 Segment Reporting 
 
 Operating segments are identified
as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker
in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business as one operating
segment.
 
 Cash and Cash Equivalents 
 
 We consider all highly liquid
investments purchased with an original maturity of three months or less to be cash equivalents. We place our cash and cash equivalents
in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings.
 
 Accounts Receivable 
 
 Our accounts receivable
primarily consist of trade receivables, which represent amounts owed to us by customers for products and services provided. These receivables
are presented net of any rebates, price protection adjustments, and an allowance for credit losses. In addition to trade receivables,
our accounts receivable also include unbilled receivables. These primarily relate to work completed on development services and semi-custom
products for which revenue has been recognized but not yet invoiced to customers. We expect these unbilled receivables to be billed and
collected within twelve months.
 
 We actively manage our exposure
to customer credit risk through various measures, including credit limits, credit lines, ongoing monitoring procedures, and credit approvals.
We perform in-depth credit evaluations of all new customers and periodically reassess the creditworthiness of existing customers. If
deemed necessary, we may require letters of credit, bank or corporate guarantees, or advance payments to mitigate credit risk.
 
 To account for potential
losses from uncollectible accounts, we maintain an allowance for credit losses. This allowance considers both specific troubled accounts
and an overall estimate of potential uncollectible receivables based on historical experience and current credit quality assessments.
As of September 30, 2024, the allowance for credit losses was $ 197 thousand, compared to $ 333 thousand as of September 30, 2023. We believe
that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential for uncollectible
accounts.
 
 F- 9 

 NOTES TO FINANCIAL STATEMENTS 
 
 FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND
2023 
 
 (Dollars in thousands, unless otherwise stated)
 
 NOTE 2: Summary of Significant Accounting Policies (cont.)
 
 Inventories 
 
 We value inventory at standard
cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market
conditions. 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 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
demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by us, additional
inventory carrying value adjustments may be required.
 
 Inventory as of September
30, 2024 and 2023 are as follows:
 
 Year ended September 30, 

 2024 
 2023 

 Raw materials 
 $ 619 
 $ 164 

 Finished goods 
 529 
 658 

 Total inventories 
 $ 1,148 
 $ 822 

 Property, and Equipment, net 
 
 Property and equipment,
net is stated at cost less accumulated depreciation and amortization and is depreciated using the straight-line method over the estimated
useful lives of the assets. Estimated useful lives of equipment is two to six years , and leasehold improvements are measured by the shorter
of the remaining terms of the leases or the estimated useful economic lives of the improvements.
 
 Property
and equipment, as of September 30, 2024 and 2023 are as follows: 
 
 Year ended September 30, 

 2024 
 2023 

 Furniture, fixtures & equipment 
 $ 788 
 $ 63 

 Leasehold improvements 
 4 
 4 

 792 
 67 

 Accumulated depreciation 
 ( 54 ) 
 ( 39 ) 

 Property and equipment, net 
 $ 738 
 $ 28 

 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 of 10 years.
 
 F- 10 

 NOTES
TO FINANCIAL STATEMENTS 
 
 FOR
THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 
 
 (Dollars
in thousands, unless otherwise stated) 
 
 NOTE 2:
Summary of Significant Accounting Policies (cont.) 
 
 Intangible
Asset, as of September 30, 2024 and 2023 are as follows: 
 
 Year
 ended September 30, 

 2024 
 2023 

 Intangible Asset 
 $ 7,687 
 $ - 

 Accumulated Amortization 
 ( 67 ) 
 - 

 Intangible
 Asset, net 
 $ 7,620 
 $ - 

 Amortization
expenses for 2024 and 2023 were $ 67 and 0 , respectively. 
 
 Stockholders’
Equity 
 
 As
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. 
 
 On
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. 
 
 On
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,
2024. As of September 30, 2024, the Company had issued an aggregate of 8,776,211 shares of Class B common stock under the SEPA. In addition,
on April 22, 2024, the Company issued 259,350 Commitment Shares to Yorkville pursuant to the SEPA. 
 
 On
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. 
 
 As
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. 
 
 During
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. 
 
 During
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. 
 
 Rights
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. 
 
 F- 11 

 NOTES
TO FINANCIAL STATEMENTS 
 
 FOR
THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 
 
 (Dollars
in thousands, unless otherwise stated) 
 
 NOTE 2:
Summary of Significant Accounting Policies (cont.) 
 
 Except
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. 
 
 Listing
on the Nasdaq Stock Market 
 
 On
November 17, 2023, the Company’s shares of Class B common stock commenced trading on the Nasdaq Capital Market under the ticker
symbol “RR.” 
 
 Purchase
of intangible assets 
 
 In
the fourth quarter of fiscal year 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. 
 
 Revenue
Recognition 
 
 Revenue
is recognized when we transfer promised goods or services to our customers, in amounts that reflect the consideration that we expect
to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as we fulfill our
obligations under each agreement, we perform the following steps: (i) identification of the promised goods or services in the contract;
(ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the
context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation
of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance 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 customers. 
 
 We
recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise
would have recognized is one year or less. These costs are included in selling expenses. 
 
 We
account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated
products. 
 
 We
record the related costs within cost of goods sold. 
 
 F- 12 

 NOTES
TO FINANCIAL STATEMENTS 
 
 FOR
THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 
 
 (Dollars
in thousands, unless otherwise stated) 
 
 NOTE 2:
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 expenses. Research and development costs are expensed as incurred. 
 
 Income
Taxes 
 
 The
Company accounts for income taxes in accordance with income tax accounting guidance (Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense:
current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions
of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using
the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the
differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the
period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not some
portion or all of a deferred tax asset will not be realized. 
 
 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. 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. 
 
 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 liability. 
 
 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. The standard will be effective for us beginning January 1, 2022, with early adoption of the amendments permitted. The adoption
of ASU 2019-12 did not have a material impact on our financial statements and disclosures. 
 
 In
May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock
Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815- 40): Issuer’s Accounting
for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04
provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope
of another topic. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021. The Company has determined the adoption
of ASU 2021-04 did not have a material impact on our financial statements and disclosures. 
 
 F- 13 

 NOTES
TO FINANCIAL STATEMENTS 
 
 FOR
THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 
 
 (Dollars
in thousands, unless otherwise stated) 
 
 NOTE 3:
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, 

 2024 
 2023 

 Numerators: 
 
 Net loss
 attributable to common stockholders 
 $ ( 8,140 ) 
 $ ( 339 ) 

 Denominator: 
 
 Weighted Average ordinary shares used
 in computing 
 69,953,723 
 62,166,846 

 Basis and diluted net
 loss per share (in each dollar) 
 $ ( 0.12 ) 
 $ ( 0.01 ) 

 F- 14 

 NOTES
TO FINANCIAL STATEMENTS 
 
 FOR
THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 
 
 (Dollars
in thousands, unless otherwise stated) 
 
 NOTE 4:
Income Taxes 

 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 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): 

 Year
 ended 

 September 30, 

 2024 

 Federal Statutory Rate 
 21.00 % 

 Effect of: 
 
 Change in Valuation
 Allowance 
 ( 23.22 )% 

 RTP & Deferred True-up 
 1.77 % 

 Change in Rate 
 ( 0.23 )% 

 State Tax Benefit (Net
 of Fed) 
 0.76 % 

 M&E 
 ( 0.08 )% 

 TX Franchise tax 
 ( 0.01 )% 

 Others 
 0.00 % 

 Total provision effective
 rate 
 ( 0.01 )% 

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

 September
 30, 2024 

 Deferred tax assets relating to: 
 
 Net Operating
 loss carryforwards 
 $ 1,474 

 Research & development
 tax credit carryforward 
 7 

 174 Expenses 
 498 

 Right of Use Liability 
 157 

 Other
 deferred tax assets 
 43 

 Total
 gross deferred tax assets 
 2,179 

 Deferred tax liabilities relating to: 
 
 Right of Use Asset 
 157 

 Fixed Asset 
 8 

 Other
 deferred tax liabilities 
 4 

 Total
 Gross deferred tax liabilities 
 169 

 Deferred assets less liabilities 
 2,010 

 Less: valuation allowance 
 ( 2,010 ) 

 Net deferred tax asset
 (liability) 
 $ - 

 F- 15 

 NOTES
TO FINANCIAL STATEMENTS 
 
 FOR
THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 
 
 (Dollars
in thousands, unless otherwise stated) 
 
 NOTE
4: 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. The Company had the following federal net operating loss carryforward and research activities credits as of September
30, 2024 (in thousands): 

 Year incurred 
 Net

 Operating Loss 
 Research
 Activities

 Credit 

 2023 
 219 
 7.33 

 2024 
 6,561 
 – 

 Note 5:
Commitments and Contingencies 

 Lease 

 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,

 2024 
 September
 30,

 2023 

 Operating
 lease right-of use assets 
 $ 506 
 $ 315 

 Operating lease liabilities, current portion 
 $ 150 
 $ 161 

 Operating lease liabilities,
 non-current portion 
 356 
 154 

 Total operating lease
 liabilities 
 $ 506 
 $ 315 

 Operating
 leases 
 Year
 Ended
 September 30,
 2024 
 Year
 Ended
 September 30,
 2024 

 Operating lease cost 
 $ 224 
 $ 227 

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

 Year ending
 September 30, 
 Amount 

 2025 
 $ 209 

 2026 
 247 

 2027 
 255 

 Total future minimum lease
 payments 
 $ 711 

 F- 16 

 NOTES
TO FINANCIAL STATEMENTS 
 
 FOR
THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023 
 
 (Dollars
in thousands, unless otherwise stated) 
 
 Note 6:
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 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
 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. 

 Between
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 

 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. 

 (3) Exhibits 

 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. 
 
 F- 17 

 ITEM
16. Form 10-K Summary. 
 
 Not
applicable. 
 
 EXHIBIT
INDEX 
 
 Exhibit No. 
 
 Description 

 3.1 
 
 Second Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 in the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2023). 

 3.2 
 
 Second Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.3 in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on January 11, 2024). 

 4.1 
 
 Specimen Class B Common Stock Certificate (Incorporated by reference to Exhibit 4.1 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 4.2 
 
 Form of Underwriter Warrant (Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2023). 

 4.3 
 
 Form of Pre-Funded Warrant (Incorporated by reference to Exhibit 4.1 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024). 

 4.4 
 
 Form of Common Warrant (Incorporated by reference to Exhibit 4.2 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024). 

 4.5 
 
 Form of Placement Agent Warrant (Incorporated by reference to Exhibit 4.3 in the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2024). 

 4.6 
 
 Description of Registered Securities (Incorporated by reference to Exhibit 4.6 in the Company’s Annual Report on Form 10-K, filed with the SEC on January 14, 2025). 

 10.1# 
 
 Letter of Intent, dated as of October 16, 2024, by and between Richtech Robotics Inc. and Ghost Kitchens America (Incorporated by reference to Exhibit 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on October 22, 2024). 

 10.2# 
 
 Master Professional Services Agreement, dated September 26, 2022 (Gaming MSA) (Incorporated by reference to Exhibit 10.2 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 10.3# 
 
 Master IT Services and Products Agreement, dated January 12, 2023 (Hotel MSA) (Incorporated by reference to Exhibit 10.3 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 10.4 
 
 Form of Invention Assignment Agreement (Incorporated by reference to Exhibit 10.4 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 10.5 
 
 Form of Stock Purchase Agreement (Pre-IPO Private Placement) (Incorporated by reference to Exhibit 10.5 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 10.6 
 
 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). 

 10.7 
 
 Form of Stock Option Agreement (Incorporated by reference to Exhibit 10.7 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 10.8 
 
 Form of Stock Purchase Agreement (Incorporated by reference to Exhibit 10.8 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 10.9 
 
 Employment Agreement between the Company and Zhenwu Huang (Incorporated by reference to Exhibit 10.9 in the Company’s Registration Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 68 

 10.10 
 
 Employment
 Agreement between the Company and Zhenqiang Huang (Incorporated by reference to Exhibit 10.10 in the Company’s Registration
 Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 10.11 
 
 Employment
 Agreement between the Company and Phil Zheng (Incorporated by reference to Exhibit 10.11 in the Company’s Registration Statement
 on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 10.12 
 
 Employment
 Agreement between the Company and Matthew Casella (Incorporated by reference to Exhibit 10.12 in the Company’s Registration
 Statement on Form S-1/A (File No. 333-273628), filed with the SEC on November 1, 2023). 

 10.13 
 
 Standby
 Equity Purchase Agreement, dated February 15, 2024, by and between the Company and YA II PN, Ltd. (Incorporated by reference to Exhibit
 10.1 in the Company’s Current Report on Form 8-K, filed with the SEC on February 21, 2024). 

 10.14 
 
 Letter
 Agreement, dated March 14, 2024, by and between the Company and YA II PN, Ltd. (Incorporated by reference to Exhibit 10.1 in the
 Company’s Current Report on Form 8-K, filed with the SEC on March 15, 2024). 

 10.15 
 
 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). 

 10.16 
 
 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). 

 10.17 
 
 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). 

 14 
 
 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). 

 19 
 
 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). 
 
 21 
 
 Subsidiaries
 of the Registrant (Incorporated by reference to Exhibit 21.1 in the Company’s Registration Statement on Form S-1/A (File No.
 333-273628), filed with the SEC on November 1, 2023). 

 31.1 
 
 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.* 

 31.2 
 
 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.* 

 32.1 
 
 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.** 

 32.2 
 
 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.** 

 97 
 
 Executive
 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). 

 101.INS 
 
 Inline
 XBRL Instance Document.* 

 101.SCH 
 
 Inline
 XBRL Taxonomy Extension Schema Document.* 

 101.CAL 
 
 Inline
 XBRL Taxonomy Extension Calculation Linkbase Document.* 

 101.DEF 
 
 Inline
 XBRL Taxonomy Extension Definition Linkbase Document.* 

 101.LAB 
 
 Inline
 XBRL Taxonomy Extension Label Linkbase Document.* 

 101.PRE 
 
 Inline
 XBRL Taxonomy Extension Presentation Linkbase Document.* 

 104 
 
 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. 

 69 

 SIGNATURES 
 
 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. 
 
 March 3, 2025 
 RICHTECH ROBOTICS INC. 

 By: 
 /s/ Zhenwu Huang 

 Zhenwu Huang 

 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. 
 
 Signature 
 
 Title 
 
 Date 

 /s/ Zhenwu
 Huang 
 
 Chief Executive Officer
 and Director 
 
 March 3, 2025 

 Zhenwu Huang 
 
 (Principal Executive
 Officer) 
 
 /s/ Zhenqiang
 Huang 
 
 Chief Financial Officer
 and Director 
 
 March 3, 2025 

 Zhenqiang Huang 
 
 (Principal Financial
 and Accounting Officer) 
 
 /s/ John
 Shigley 
 
 Director 
 
 March 3, 2025 

 John Shigley 
 
 /s/
 Stephen Markscheid 
 
 Director 
 
 March
3, 2025 

 Stephen
 Markscheid 
 
 /s/
 Saul Factor 
 
 Director 
 
 March 3, 2025 

 Saul Factor 
 
 70
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.
RICHTECH ROBOTICS INC. 10-K/A

Item 9A. Controls and Procedures
