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Item 1. Business

2026-01-20 compared with 2025-01-14 · 835 added, 935 removed, 160 unchanged (92% of the section changed)

We are a developer of advanced

robotic technologies focused on transforming labor-intensive services in hospitality and other sectors currently experiencing unprecedented

labor shortages.

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

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

Our robots perform a variety of services including

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

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

For example, our food service delivery robots

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

medications and supplies in hospitals, enhancing operational efficiency.

Our current customer base includes major hotel brands, national

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

Our mission is to integrate

robotics and automation into our everyday lives.

We envision ourselves becoming the first robotics “Super-operator,” where

thousands of our robots are deployed out in the field and managed by Richtech’s AI Cloud Platform (ACP).

As a Super-operator, our

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

noodles, preparing drinks, and supporting logistics in hospitals.

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

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

Recent Developments

Ghost Kitchens Letter of Intent

On October 16, 2024, we entered

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

Under the terms of the LOI, the parties agreed to

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

Kitchen” restaurants in Arizona, Colorado, and Texas.

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

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

The foregoing summary

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

Report and are incorporated herein by reference.

Registered Offering

On August 29, 2024, the Company

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

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

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

the “Purchasers”).

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

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

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

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

per Share and accompanying Common Warrant of $1.35.

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

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

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

from the date of issuance.

The Offering closed on September 3, 2024.

Rodman & Renshaw LLC

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

basis, in connection with the Offering.

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

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

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

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

The Placement Agent also received warrants

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

and Pre-Funded Warrants sold in the Offering.

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

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

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

The net proceeds to the Company

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

expenses, were approximately $19.4 million.

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

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

The Shares, Pre-Funded Warrants,

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

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

registration statement on Form S-1 (File No.

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

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

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

The forms of the Purchase Agreement,

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

to this Report.

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

which are incorporated herein by reference.

As of the date of this Report,

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

shares of Class B common stock.

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

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

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

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

warrant exercises.

Richtech is a robotics

and artificial intelligence (“AI”) technology company focused on developing advanced embodied AI systems that aims to improve

the efficiency and productivity of U.S.

Richtech trains proprietary artificial intelligence models on in-house data to operate

advanced robotic systems in the real world.

We design, engineer, manufacture, and deploy next generation embodied AI systems to serve

a wide range of industries—including food service, retail, industrial manufacturing, automotive, healthcare, and hospitality.

robots are designed to be user friendly, reliable, and highly customizable, with the goal of driving tangible profit and loss (“P&L”)

improvements for our customers.

Our mission is to accelerate

the advancement of embodied AI in the United States.

We aim to become a robotics “Super-Operator”—i.e.

a company operating

over one hundred thousand intelligent robots connected through a unified, data-rich AI ecosystem.

These robots will perform a wide range

of tasks across commercial and industrial environments, from scrubbing floors and packaging deliveries to supporting medical staff in

hospitals and staffing factory production lines.

Corporate History and Corporate Structure

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as Richtech Creative Displays LLC in Nevada in July 2016, and we converted to Richtech Robotics Inc., a Nevada corporation, in June 2022.

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

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

To further support our clients

in optimizing the use of ADAM robots and enhancing the efficiency of their operations, we established a wholly-owned subsidiary, Alphamax

Management LLC, in June 2024.

Alphamax Management LLC provides business management and operational services to help our clients better

integrate robots into their workflow.

We completed our initial public offering on November 21, 2023, and shares of our Class B common stock, $0.0001 par value per share (the

“Class B common stock”) began trading on the Nasdaq Capital Market on November 17, 2023 under the symbol “RR.”

To support our clients in

optimizing the use of ADAM robots and enhancing the efficiency of their operations, we established a wholly-owned subsidiary, Alphamax

Management LLC (“Alphamax Management”), in June 2024.

Alphamax Management provides business management and operational services

to help our clients better integrate robots into their workflow.

On May 1, 2025, we established Richtech Holdings LLC (“Richtech

Holdings”), a wholly owned subsidiary, to hold and manage real estate assets acquired by the Company.

On August 20, 2025, we established

Richtech Capital LLC (“Richtech Capital”), also a wholly owned subsidiary, to support the potential future scaling of our

Robots-as-a-Service (“RaaS”) business by exploring and facilitating financial solutions that may enhance operational flexibility

and capital efficiency.

Our Products and Services

Our products are categorized

into three kinds of service automation:

indoor transport and delivery, sanitation, and food and beverage automation.

Our target market

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

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

The majority of our robots

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

independently.

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

paths and often require operator oversight.

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

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

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

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

Secondary sensors such as RGBD

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

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

These sensors, combined with a robust navigation

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

Our ACP service is a business

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

Each AMR can operate independently

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

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

minimize waste.

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

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

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

Indoor Transport and Delivery

In the transport and delivery

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

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

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

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

For example, Matradee

will transport food from the kitchen to the table where a waiter can come by and serve the guests.

Beginning in the fourth quarter

of fiscal year 2025, we reorganized our product portfolio and internal teams into three strategic pillars:

Commercial, Industrial, and

Data Services.

The creation of specialized teams will enable us to develop a deeper understanding of market characteristics within specific

product niches.

Commercial teams will primarily concentrate on advancing the food service, lodging, medical, and event experience markets,

while Industrial teams will primarily focus on the manufacturing, warehousing, and automotive sectors.

The Data Services team will be

primarily focused on providing fundamental R&D support for both Commercial and Industrial product development as well as certain strategic

The specialization of expertise provides better operational efficiency when tackling new market verticals and is essential in

developing a fundamental understanding of customer environments and formulating clear company strategies.

We believe that this new operational

structure better positions us to engineer reliable robotic solutions that deliver the results our customers have come to expect.

This reorganization also reflects

our forward-looking vision for the future of embodied AI.

The demand for embodied AI robotic systems spans virtually all sectors of the

economy, from commercial to industrial applications.

Widespread adoption depends on the strength of the data infrastructure that powers

AI training and deployment.

Through this approach, Richtech will accelerate the advancement of embodied AI, enable the development of

intelligent robotic solutions across industries, and drive the next era of automation.

In addition to the operational

re-organization, the Skylark line of robots has been discontinued to refocus resources on products with better long-term profitability.

The Medbot line of robots has been discontinued while we develop new robotic technologies to better service the healthcare sector.

We utilize a combination of

contract and in-house services to design and manufacture our products.

Commercial Robotic Products

Under the Commercial pillar,

the Company offers three primary product lines:

the Matradee line of server assistant robots, the ADAM and the Scorpion beverage service

These solutions are designed to automate customer-facing commercial environments, with a particular focus on retail and food service

applications.

our line of restaurant service robots, designed for bussing, serving, hosting, advertising, and entertaining.

For example, Matradee will

transport food from the kitchen to the table where a waiter can come by and serve the guests.

The waiter could then load the Matradee

with dirty plates and send it to the dish washing zone in the kitchen.

with dirty plates and send it to the dishwashing zone in the kitchen.

This keeps the waiter on the floor serving guests and reduces physical

stress on the waiter.

The robot is designed to operate in narrow and busy environments, navigating around tables and people in order to

get to its destination.

Typically, a Matradee will perform over 1000 deliveries per month in a busy restaurant.

On the ACP, clients can

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

The robot is designed to operate in narrow and busy environments, navigating around tables and people to get to

its destination.

Typically, a Matradee can perform over 1,000 deliveries per month in a busy restaurant.

Matradee was designed to

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

The robot is designed

The robot is engineered

to be extremely stable so that it can carry wine glasses and delicate food items without spilling.

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at the reception area and lead them to their table.

With a battery life of eight to fourteen-hours between charges, the Matradee can run

for the entire day without taking a break.

When multiple robots are deployed in the same space, the robots communicate over short-range

radio waves to coordinate and make way for each other.

One of the biggest advantages

of the Matradee is the ease of deployment and reliability.

Standard deployments involving full installation and staff training are typically

completed within three to four hours.

With a battery life of eight to fourteen hours, the Matradee can run for the entire

day without taking a break.

When multiple robots are deployed in the same space, the robots communicate with each other to coordinate

traffic optimally.

We believe that one of the

biggest advantages of the Matradee is the ease of deployment and reliability.

Standard deployments involving full installation and staff

training are typically completed within three to four hours.

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

These features decrease the

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

allows more deployments, lower costs, and faster scaling.

The Matradee is currently deployed in restaurants,

hotels, casinos, senior living homes, and factories.

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

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

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

specific stations to pick up items for delivery.

Medbot is designed

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

This line of robots is a rebranding of the

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

The robot has 4 secured compartments

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

Through our ACP, the Medbot can travel on elevators

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

The Medbot has a very robust

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

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

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

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

This alleviates one of the toughest

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

We expect to launch multiple

pilot installations in fiscal year 2025.

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

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

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

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

For example, factories and

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

Titan broadens

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

We believe that Titan will play

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

Skylark represents

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

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

The design of Skylark revolves

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

The system consists of a base navigation module and several

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

Currently, the Skylark has a cleaning attachment for

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

Additional attachments are scheduled

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

One important element of Skylark is that all attachments are customized

specifically for the hotel environment.

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

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

The modular Skylark robot provides an all-in-one

solution that emphasizes ROI and ease-of-use.

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

We believe that this allows more deployments, lower costs, and faster scaling.

The Matradee is currently

deployed in restaurants, hotels, casinos, senior living homes, and movie theaters.

Many of these businesses have either restaurants or

food service operations, so the primary task that the robot performs is delivering food from the kitchen to the tables and bussing dirty

dishes back to the kitchen.

ADAM is a dual-arm, AI-powered service

robot developed to revolutionize beverage preparation and customer interaction in hospitality and retail environments.

Designed for reliability,

precision and engagement, ADAM automates the full beverage-making process—from mixing and shaking to espresso extraction—while

delivering a captivating, customer-facing experience.

Equipped with advanced vision and control AI,

ADAM continuously monitors each beverage it prepares, dynamically adjusting movements and pouring accuracy to ensure consistent, high-quality

Its coordinated dual-arm design enables complex, human-like motions and multitasking capabilities that traditional automated

dispensers cannot replicate.

Beyond efficiency, ADAM could serve as an experiential

centerpiece that may attract customers and reinforce brand innovation.

Deployed in cafés, hotels and entertainment venues, the

robot has already produced many drinks in commercial settings.

Its modular architecture is designed to allow for ongoing expansion—such

as espresso preparation, touchless ordering, and point-of-sale integration—making it adaptable to a wide range of beverage formats

and business models.

By combining robotics, AI, and interactive design,

ADAM could empower operators to overcome labor shortages, improve operational consistency, and elevate customer experience.

It represents

a major component in Richtech’s mission to blend intelligent automation with human-centric service.

developed on the same architecture as ADAM.

Scorpion can perform many of ADAM’s AI functions at a lower cost and with a smaller

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

These additional features, along

with the smaller footprint, are designed to provide a more intimate experience for guests.

Scorpion also has the ability to craft a unique

cocktail for each customer based on input from the customer (e.g.

what mood they are in) and information collected through Scorpion’s

The smaller footprint allows this AI bartender to be deployed in a wider variety of environments.

We believe Scorpion provides

a more engaging and unique experience for customers while having the ability to significantly improve returns on investments (“ROI”)

and affordability for businesses.

Industrial Robotic Products

the Industrial pillar, the Company offers the Titan line of high–load-capacity delivery robots, the DUST-E line of autonomous cleaning

robots, and the newly introduced Dex humanoid robot designed for light industrial applications.

Products in the Industrial category are

purpose-built for production and manufacturing environments, with an emphasis on durability, reliability, and heavy-duty operation.

is our line of heavy-duty autonomous mobile robots (“AMR”) delivery focused robots first launched in 2024.

debut, the Titan line has become one of the best-selling product families in our indoor delivery and transport category.

With the addition

of newer configurable models with increased carrying capacity in 2025, the range of applications where Titan can be deployed has expanded

significantly.

Currently, deployments are primarily focused in retail automotive, warehousing, and manufacturing environments.

been deployed across North America, in Canada, the US and Mexico.

In fiscal year 2025, Titan broadened our addressable AMR market beyond

the hospitality space.

We have also continued to improve upon the platform, adding additional sensors to improve navigation and obstacle

avoidance in highly complex environments.

We are continuing to add additional products to the Titan line as we see a significant expansion

opportunity in large industrial manufacturing operations, driven by growing customer demand for automation and increased focus on supply-chain

DUST-E is our

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

The S is designed for medium

sized environments under 100,000 sq.

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

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

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

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

The S comes with a number of advanced features including

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

autonomous commercial cleaning robot product line that features two distinct models:

the S and the MX models.

The S model is designed for

medium sized environments under 100,000 square feet.

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

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

The S utilizes a high-power vacuum

and multi-roller system designed to support efficient one-pass cleaning performance The S comes with many integrated features, including

an automatic charging station, scheduled cleaning functions and high-precision localization that brings down the wall gap to approximately

three centimeters.

Future models are expected

to include an AI driven categorization system that adjusts the cleaning routine according to the type and intensity of the mess being

The MX is our largest unit

capable of cleaning spaces up to 500,000 sq ft.

Designed with professional cleaning in mind, the MX is a floor scrubber tailored to large

industrial and commercial spaces such as warehouses, factories, large hotel floors, event spaces, schools and universities, and department

The MX comes in a variety of configurations that accommodate different floor types from bare concrete to more sensitive vinyl

Designed for heavy-duty cleaning, the MX comes with a 30-gallon water tank, weighs over 600 lbs., and provides a brush pressure

of 13.2g/cm 2 .

Data collected by the ACP

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

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

for all robots.

Food and Beverage Automation

ADAM is our food and beverage automation

robot developed on the NVIDIA Jetson Orin platform.

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

based entirely on robots and automation.

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

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

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

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

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

feelings of uneasiness and revulsion in observers.

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

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

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

ADAM is capable of making

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

ADAM is currently serving customers at various

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

Since 2022, we have

rented the ADAM system out for corporate and celebrity events.

Clients included global tech firms, accounting firms, global alcoholic

beverage companies, and U.S.

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

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

cost and smaller footprint.

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

These additional

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

Scorpion also has the unique ability to personalize

any traditional cocktail recipe.

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

and information collected through its sensors.

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

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

On October 17, 2024, we

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

As of the date of this Report,

two locations have been secured via franchise agreements:

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

new location in Peachtree City, Georgia.

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

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

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

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

Clouffee & Tea

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

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

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

integrating robotics into coffee and tea shop operations.

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

a dynamic platform for technological application and iteration.

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

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

Clouffee & Tea, will open its inaugural franchise

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

Our product family was designed

to provide labor-intensive businesses with robotic automation solutions.

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

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

The nonindustrial service robotics

sector includes warehouse picker robots, self-driving floor scrubbers, customer service robots, delivery robots, surgery robots, food

harvesting robots for agriculture, underground and underwater inspection robots, security robots, military defense robots, robots for

healthcare logistics, drug research robots and others.

The market is currently in the phase where end-users and system integrators are

still gaining experience in adoption and implementation of nonindustrial service robots.

In North America, the primary driver for adoption

is expected to be the ongoing trend to automate menial or non-value-adding-tasks.

These tasks include cleaning, transport and delivery,

hospital logistics, and food preparation.

to include an AI-driven categorization system that adjusts the cleaning routine according to the type and intensity of the soiling being

The MX model is our industrial-grade

robot capable of cleaning spaces up to 500,000 square feet.

Designed with professional cleaning applications, the MX is a floor scrubber

tailored to large industrial spaces such as warehouses, factories, large hotel floors, event spaces, schools and universities and department

The MX comes in a variety of configurations that accommodate different floor types from bare concrete to more sensitive flooring

materials including vinyl tile surfaces Designed for heavy-duty cleaning, the MX comes with a 30-gallon water tank, weighs over 600 pounds

and provides a brush pressure of 13.2g/cm 2 .

Dex is Richtech’s

next-generation industrial humanoid robot designed for real-world manufacturing, logistics and material-handling environments.

on years of experience in deploying robotic platforms, Dex combines the mobility of an autonomous robot with the dexterity of dual robotic

arms, creating a versatile solution for industrial automation.

Unlike traditional humanoid

designs that prioritize form over function, Dex employs a wheeled base to deliver practical stability, energy efficiency and uptime on

factory and warehouse floors.

This is designed to enable the robot to navigate safely in shared human environments while performing complex

manipulation tasks such as part handling, machine tending, quality inspection and packaging.

At its core, Dex is powered

by the latest NVIDIA Jetson Thor module, enabling advanced AI capabilities for real-time perception, motion planning and decision-making.

Through our internal AI data training pipeline, Dex learns tasks in simulation before refining its performance in the physical world,

accelerating deployment and improving reliability.

Its modular architecture supports a range of end-effectors and can evolve over time

through over-the-air software updates.

Dex represents the

Company’s strategic expansion into humanoid automation, bridging the gap between fixed industrial arms and mobile AMRs.

Designed for scalability, safety and integration with existing workflows, we believe Dex provides manufacturers and logistics

operators with a tangible path to automation that enhances workforce productivity without replacing human expertise.

Dex is expected

to be officially launched in early 2026.

Data Services

Under the Data Services pillar,

Richtech will be providing data generation services for frontier embodied AI training.

We design task environments, operate the robots,

collect and standardize the data, and produce high-value datasets that will allow the robots of the future to be smarter, faster, and

The addition of Data Services to our product portfolio will support the development of commercial and industrial embodied AI solutions

and generate a powerful feedback data loop for foundation-level training to improve general applicability.

The existing AI Cloud Platform

(ACP) has been incorporated under Data Services and cease to be an independent feature of our business.

industry’s growth is fueled by existing labor shortages, rising operational costs and increasing adoption of Raas models.

Under the RaaS model, the Company provides robotic hardware, AI software, and support services to the end user, and the end user

pays monthly over a set contracted term.

This offers major benefits to end users as it significantly reduces implementation costs,

guarantees warranty and service of the robot, and allows the business to achieve day one ROI.

From the Company’s perspective,

RaaS accelerates the adoption rate of new technologies, increases the lifetime value of a customer, and provides predictable

reoccurring revenue.

Market Opportunities

The primary market for our

robots and automation tools are businesses that cannot find affordable or reliable labor to perform certain task.

We believe that the

current economic environment provides conditions that should drive growth.

As of September 2024, there were 13.7 million job openings

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

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

significant opportunities.

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

nationwide, with 1 in 25 U.S.

jobs tied to this sector.

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

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

According to the

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

economy in 2024, representing approximately

6% of real GDP.

The healthcare sector is

also experiencing an unprecedent shortage of workers.

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

critical health care workers by 2028.

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

critical nature of patient care.

An October 2024 report released

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

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

safer work environments.

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

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

We believe the excitement

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

embodied AI systems lies in business operations where robotics deliver clear advantages in efficiency, reliability, and cost-effectiveness.

As labor and material costs continue to rise, organizations are increasingly seeking ways to maintain or expand output using fewer resources.

Automation represents a sustainable long-term solution to this challenge, enabling robots to perform essential yet time-consuming tasks

at a fraction of the cost of human labor.

Richtech is well-positioned

to capitalize on major shifts in the global robotics and automotive sectors.

According to a recent report from the market research company

Mordor Intelligence, the automotive robotics market is forecasted to exceed $30 billion by 2030, driven by strong adoption of automation

in vehicle manufacturing, service and aftermarket operations.

Key growth factors include labor shortages, electric-vehicle (“EV”)

and autonomous vehicle production demands and an industry-wide focus on efficiency, safety, and quality.

Significant opportunities are

emerging in retail dealerships, service centers and EV maintenance facilities ––– areas that strongly align with Richtech’s

strengths in autonomous robotics, AI development, and deployment capabilities.

We are also expanding our presence within the automotive

manufacturing sector.

More broadly, the global

robotics market is expected to grow from $64.8 billion today to $375.82 billion by 2035, reflecting a robust Compound Annual Growth Rate

(CAGR) of 17.33%, according to a June 16, 2025 article by Research and Markets, a marketing research company.

Richtech’s extensive

experience in service robotics, its growing presence in retail automotive and industrial manufacturing and its deep expertise in embodied

AI training positions the company to capitalize on the accelerating adoption of robotic solutions across the economy.

Future Growth Opportunities

Since becoming a public company

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

The company has made a full transition

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

We have deployed our restaurant robotic concepts

at strategic high-visibility locations.

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

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

As we continue to drive innovation and expand

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

Below are the key components

of our future growth strategy:

Expansion of RaaS Customer Base and Sales Pipeline

2024 has been a momentous year

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

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

but fruitful.

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

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

We have opened conversations with over

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

Our vision is to become

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

Combining our technical expertise

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

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

Automotive will also be a key

vertical for us in the next few quarters.

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

to cope with implementation demand.

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

We believe this market will have the

highest number of robot deployments over the next few quarters.

Within all the verticals we

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

and cost effective.

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

Operational Robotics Restaurants and Partnership

with Ghost Kitchens

In the restaurant sector, our

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

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

These robot-powered restaurants

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

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

and creating scalable models.

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

in the future.

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

adding another dimension to our growth strategy.

Strategic Partnerships and New Initiatives

We continue to expand our partnerships

to drive innovation and market penetration.

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

food services.

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

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

Over the past year, our transition

to primarily selling recurring revenue generating products under the RaaS and data services models have been successful.

RaaS agreements

constituted the majority of signed contracts generated in fiscal year 2025.

Building on this success, Richtech is looking to continue

to expand into new markets as well as growing revenue through our existing customer base.

Below are the key components of our growth strategy

for the next fiscal year:

Expansion of RaaS Products Offerings

In fiscal year 2025, we actively

worked to explore new applications for robotics and expand the addressable market for our solutions.

For example, we are engaged in discussions

with a top 5 dealership group in the U.S.

One of these groups is already under a fully executed master services agreement (“MSA”),

and we are actively deploying to new locations.

There is now clear demand for physical automation within retail automotive, which we believe

is due at least in part to our market education efforts over the course of fiscal year 2025.

As this is a brand-new market

for robotics, we believe there are ample opportunities for embodied AI solutions to generate value.

Currently, our Titan robots are being

deployed to perform parts delivery within the service departments of retail dealerships to improve technician service speed and efficiency.

The deployment of this product with our growing customer base has provided us with industry-specific insights, which we are using to actively

develop additional products that can bring equal or higher value.

Given the existing customer base, we anticipate that the scaling of

new product deployments will be straightforward, as we leverage our brand recognition and the advantage of robot inter-operability within

our customers’ space.

The development of new solutions within Richtech’s market verticals will allow us to quickly ramp up

robot installations and recurring revenue.

Continued Exploration of Scalable Applications

Within New Markets

Beyond large-scale manufacturing

and logistics, the broader potential of embodied AI remains largely underdeveloped.

This is particularly evident among mid-sized businesses—organizations

that are not large enough to justify heavy capital investment in complex automation, yet face real constraints in scaling to meet growing

With our proven expertise in designing versatile robotic platforms, Richtech is uniquely positioned to unlock this untapped market

and translate the promise of embodied AI into practical, high-value solutions.

We plan to continue investing

in scalable applications across underserved sectors, leveraging our experience in AI-driven robotics to establish market position.

Dex robot exemplifies this philosophy:

a practical, value-driven platform designed for broad applicability beyond traditional AMRs and

dual-arm systems.

We envision Dex becoming

the preferred solution for labor-dependent workflows—efficient, adaptable across industries, inherently scalable and cost-effective.

Addition of Robotic Data Services

The formalization of Data

Services as an independent pillar is to underscore the importance of data expertise in the development of embodied AI solutions.

expertise and market knowledge that Richtech has built up over the years have been the foundation for the success of our robots in the

We now aim to extend this expertise to partners developing next-generation embodied AI solutions.

Companies will be able to

acquire raw standardized real-world robotics operation datasets of joint trajectories, gripper contact manipulations and more.

is anchored in the United States to reduce regulatory and security risks.

Richtech will be providing the physical-world equivalent of

a data pipeline for frontier embodied AI training.

We design the task environment, operate the robots, collect and standardize the data

and produce high-value datasets that will allow the robots of the future to be smarter, faster, and safer.

Through the performance of

data services for strategic partners, Richtech is working to establish itself in embodied AI training and expanding its reach within the

AI and robotic ecosystem.

We are currently working with some of the most cutting-edge AI companies to develop the basic foundation models

that will later be used as the basis for generalized robotic solutions.

In addition to being a source of revenue growth, we anticipate

that providing data services will cement Richtech as a global AI leader and widen technological moats with our competitors.

Global Expansion Across Key Markets

As part of our long-term growth

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

Leveraging joint ventures

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

We expect these efforts to contribute significantly

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

As part of our long-term

growth strategy, we are taking steps to pursue expansion into selected international markets.

Through a combination of joint ventures,

distributor partnerships and direct sales, we hope to build a strong and scalable presence in these select international markets.

initiatives are currently in various stages of planning and discussions, but no formal agreements have been executed yet.

Our Competitive Strengths

We believe we are one of

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

We believe we are one of the current leaders in

the embodied AI robotics industry for the following reasons:

● First Mover Advantage:

The nonindustrial

service robotics market has no clearly defined market leader.

Our Matradee robot is one of the earliest restaurant service robots to

launch in the U.S.

market, and we believe we are recognized by customers and competitors as an established brand in the restaurant service

robotics space.

We believe that there is only one other competitive product that was launched for room service delivery prior to our

Richie and Robbie (now rebranded as Medbot) being introduced to the market.

Based on our extensive knowledge of the service robotics

industry, we believe ADAM to be one of the earliest commercialized humanoid robots in the U.S.

that can be utilized to serve both food

and beverages in a real-world environment.

We have not seen any other dual-arm humanoid robot such as ADAM with full AI capabilities

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

Deployment Experience and Market Knowledge:

The accumulation of experience operating in the US robotics sector gives us an upper hand against new market entrants.

Our understanding of market dynamics and operational practices built up over the last several years puts us ahead of our competitors.

This knowledge also allows us to be nimble and focus in on non-obvious profit centers and verticals.

We understand what models work and why they work, allowing our team to build long-term strategic plans with minimized risks.

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

The commercial service robotics market has no clearly defined market leader.

Our Matradee robot is one of the earliest restaurant service

robots to launch in the U.S.

market, and we believe we are recognized by customers and competitors as an established brand in several

market verticals.

Based on our extensive knowledge of the service robotics industry, we believe ADAM to be one of the earliest commercialized

humanoid robots in the U.S.

that can be utilized to serve both food and beverages in a real-world environment.

As a company on the cutting

edge, Richtech is often the trailblazer of new and innovative robotic solutions in previously unexplored markets.

Being the pioneer for

these new markets presents significant first mover advantages such as brand recognition, market share, thought leadership and economies

In many cases, we believe the deployment of our robotic solutions within a customer’s operations locks out competition

due to inter-operability issues between different robot vendors.

● Deployment Experience and

Market Knowledge:

The accumulation of experience operating in the U.S.

robotics sector gives us an upper hand against new market

Our understanding of market dynamics and operational practices built up over the last several years creates a significant

moat between us and our competitors.

This knowledge also allows us to be nimble and focus on non-obvious profit centers and verticals.

We understand what models work and why they work, allowing our team to build long-term strategic plans with minimized risk.

with our technological expertise in building and training embodied AI systems, we can execute aggressive expansion plans in nascent markets

with relatively low risk.

● Reliable Technology:

Our reliable AI navigation and

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

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

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

their businesses.

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

business optimization systems.

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

multi-floor buildings.

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

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

Broad Product Offerings and Synergies:

Unlike our competitors that only provide one robot or one type of robot, we have a breadth of robotic solutions to deploy depending on a client’s needs.

This is very advantageous as we can bring in new customers from a variety of different use cases and attempt to encourage customers to consider our other robotic solutions, providing a holistic approach to our client’s needs.

If a hotel client is having difficulty finding servers for their restaurants, they are most likely also experiencing shortages in cleaning staff, front desk staff, room service staff, cooks, greeters, bartenders etc.

Having a variety of products not only provides clients with a one-stop-shop for their service robotic needs, it also creates the impression that we are a reliable resource to consult as they approach the general adoption and implementation of robotic solutions across different sectors of their business.

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

Distribution:

We have an extensive network of distribution channels with over 30 regional and national distributors.

These distribution partners span across a broad array of sectors including healthcare, senior living, hotels, and restaurants.

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

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

Enterprise Partnerships:

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

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

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

advanced AI algorithms provide our robots with what we believe is best-in-class reliability and performance.

The combination of advanced

sensors and redundant obstacle avoidance protocols makes our robots safe and intelligent.

With years of deployment and development experience,

we have deep confidence in our ability to reliably deploy robots in real, uncontrolled customer environments.

Our expertise in training

embodied AI models further strengthens our capacity to create robotic solutions tailored to each customer’s workflow.

we believe this experience positions Richtech as a market-defining leader in robotic design and deployment.

● Broad Product Offerings

and Synergies:

Unlike our competitors that only provide one robot or one type of robot, we have a breadth of robotic solutions to

deploy depending on a client’s needs.

This is advantageous as we can bring in new customers from a variety of different use cases

and encourage customers to consider other robotic solutions, providing a holistic approach to our client’s needs.

If a hotel client

is having difficulty finding servers for their restaurants, they are most likely also experiencing shortages in cleaning staff, front

desk staff, room service staff, cooks, greeters, bartenders etc.

Having a variety of products not only provides clients with a one-stop-shop

for their service robotic needs, it also demonstrates that we are a reliable resource to consult as they approach the general adoption

and implementation of robotic solutions across different parts of their business.

A broad product offering also opens opportunities for

cross-selling and upselling within the same customer base.

Partnerships:

We have executed MSAs with market leaders in hospitality, retail, and automotive.

Our established partnerships with

leading companies in the robotics and AI space are a significant competitive advantage.

We expect to continue to cultivate relationships

with corporate end users and technology leaders to expand the scope of opportunities and resources available to the company.

● Business Model:

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

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

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

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

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

RaaS model gives Richtech a meaningful competitive advantage by lowering the barriers to adoption and allowing customers to deploy advanced

robotics without significant upfront investment.

We believe this business model helps us accelerate market penetration, expand our customer

base, and ensure predictable long-term revenues.

Additionally, continuous data flow from deployed robots enables us to improve performance,

anticipate service needs, and deliver higher uptime than competitors relying on traditional sales models.

The result is stronger customer

retention, higher lifetime value, and a scalable service-driven business that is difficult for new entrants to replicate.

● Market Coverage:

Richtech currently provides deployment and maintenance services to the entire continental United States and Hawaii.

We have deployments in over 40 states and anticipate adding more on a monthly basis.

Our ability to maximize the addressable market should accelerate the growth of our business.

With a larger market share, we can utilize economies of scale to better compete against our competitors.

provides comprehensive deployment and maintenance services across the continental United States, Canada, Mexico, Puerto Rico, and Hawaii.

We have several hundred active deployments in the U.S.

alone, complemented by additional installations in Canada, Mexico, and Australia.

We are also expanding our global footprint.

By increasing our geographic reach and total addressable market, we can accelerate business

growth and leverage economies of scale—strengthening our competitive position and improving overall operational efficiency.

● Data Services:

to generate proprietary training datasets to train robotic systems provides a fundamental advantage over competitors that rely on third-party

data sources.

This capability not only reduces costs for us, but also enables faster, more agile product development and access to highly

targeted training data for specific applications.

As a result, we continue to build a competitive moat through superior product performance

and intellectual property.

For a robotics company, the data is as important as the hardware and AI models themselves.

Our Strategies

We intend to establish ourselves

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

need for automation across all key target sectors.

As a leading provider of

embodied AI robotic solutions, we intend to continue expanding the business by developing, manufacturing and deploying novel products

that address the growing need for automation across all key target sectors.

The key components to our growth strategy include:

Building our commercial organization:

We plan to expand our sales teams to increase our coverage across specific target verticals.

Currently, we are in the process of building sales and fulfillment teams specializing in specific target verticals such as healthcare, hotels, F&B and others.

Sales teams will be guided by specific KPIs and sales goals aimed to achieve high quantity robot deployments.

Support and fulfillment teams will continue to be scaled along with the number of deployments.

the hotel market with Medbot and Titan:

The focus of our marketing and sales efforts

will be on expanding our market share in high-value nascent market niches.

This strategy is centered

around tackling priority markets where there are currently few or no competitors.

With our RaaS model,

we plan to build a strong long-term customer base that we can leverage as we launch additional services

in that niche.

The goal is to to increase our market share and occupy a leading position in a short

period of time.

Launch and scale our robotics franchise brand:

Our first robotic franchise location is expected to open in early 2025 in Las Vegas for our Clouffee & Tea Robotic restaurant brand.

We expect to expand this business with additional franchisees through fiscal year 2025.

These locations will be in addition to our corporate owned robotic restaurant locations in Walmarts around the country.

All restaurant operations will be done through our subsidiary hospitality management company, Alphamax Management LLC.

A robotics-based restaurant business addresses the two biggest challenges facing franchisees of traditional restaurants today, which are labor and quality consistency.

This opens the way for a wide variety of scalable businesses based on the ADAM system.

We expect that the franchise robotic restaurant business will generate significant recurring revenue.

Establish enterprise partnerships:

We plan to continue to place strong emphasis on forming enterprise relationships all target sectors.

We see enterprise adoption as the biggest stepping stone towards our success.

By securing enterprise clients, we will be able to represent ourselves as the most qualified vendor in the service robotic market.

Expanding our R&D team:

We intend to continue to invest heavily in the technical development of new robots and expand our service offerings.

This will require us to form additional technical teams to support this development.

This new line of robotics will be focused on alleviating skilled nursing duties and substituting for strenuous repetitive tasks that are necessary to keep elderly guests healthy.

International

We are in the process of concluding talks with parties located in Europe,

Korea, China and Australia to establish joint ventures (“JVs”) for the purpose

of bringing our products to international markets.

These JVs will be primarily run by our

partners in those regions.

The primary objective of the JVs will be to sell and distribute

products, develop new region-specific or vertical-specific solutions, and tap into international

resources for market expansion.

Pivot to Raas Business Model

In fiscal year 2025, we are

moving to a RaaS business model for the majority of our mainstream robot solutions.

The Robot-as-a-Service model offers a more flexible,

cost-effective, and scalable solution compared to outright robot purchases, making it the smarter choice for both Richtech and our customers.

For customers, RaaS eliminates the need for large upfront investments, turning capital expenses into manageable operational costs.

minimizes financial risks, enables seamless upgrades to the latest technology, and ensures ongoing maintenance and support of the technology.

For Richtech, RaaS creates a predictable, recurring revenue stream rather than relying on sporadic, high-stakes sales cycles.

This subscription-based

model supports long-term planning, reduces reliance on constantly finding new customers, and fosters lasting customer relationships that

drive loyalty and feedback loops for product improvement.

● Growing our commercial

organization:

We plan to continue to expand our sales teams to increase our coverage across specific target verticals.

we are in the process of expanding sales and fulfillment teams specializing in either commercial or industrial applications.

shall be guided by specific quantitative KPIs and sales goals aimed at maximizing robot deployment quantities.

Support and fulfillment

teams will continue to be scaled along with the number of deployments, focused on timely delivery and exceptional customer service.

Building deep expertise in robotic data

generation and AI training:

Deep expertise in robotic data generation and AI training is a strategic imperative.

As embodied AI

systems become increasingly capable, their performance, reliability and adaptability are determined by the breadth and quality of the

data used to train them.

With our own data pipelines—from collection to annotation to real world model optimization—we can

iterate faster, improve safety and accuracy, and deploy robots that can handle the complex, unstructured environments found across real-world

This data expertise is expected to not only fuel

superior product performance but also create a durable competitive edge.

It enables the continuous improvement of navigation, manipulation,

perception, and decision-making models across our embodied AI platforms.

It also allows us to scale new capabilities more efficiently,

reduce deployment friction, and rapidly respond to customer needs with AI systems that improve over time.

Ultimately, we believe that

our data and training positions Richtech as a category-defining player in embodied AI—one able to deliver robots that are more autonomous,

more reliable and more valuable to customers across global markets.

● Establish enterprise

partnerships:

We plan to continue to place strong emphasis on forming enterprise relationships in all target sectors as well

as building relationships with technology partners.

We see enterprise adoption as a key marker towards general market adoption.

partnerships with AI and other industry partners will be essential in monopolizing industry defining opportunities in the embodied AI

● Expanding our R&D

We intend to continue to invest heavily in the technical development of our data pipeline, AI training workflows, and new

and more advanced robots.

We are actively adding to our technical teams to accelerate development speed.

This will allow our robots to

be deployed in ever more complex environments and open additional markets for our solutions.

● Expansion of Humanoid

Dual-arm robotic systems will remain a core strategic focus for the company.

The launch of Dex exemplifies Richtech’s

commitment to delivering advanced, broadly applicable embodied AI solutions that provide meaningful value in real-world environments.

These dual-arm platforms are engineered as versatile AI systems that can be trained to perform customer-specific workflows with a high

degree of reliability and precision.

By enabling automation in tasks traditionally considered too complex for robotics, they dramatically

expand the range of viable applications.

We believe that the success of platforms like Dex will unlock an entirely new dimension of capability

and impact for embodied AI solutions.

Continued Commitment to RaaS:

Our transition to a RaaS business model for the majority of our mainstream robot solutions has been successful.

The RaaS model offers

a more flexible, cost-effective, and scalable solution compared to outright robot purchases, making it the smarter choice for both Richtech

and our customers.

RaaS creates a predictable, recurring revenue stream rather than relying on sporadic, high-stakes sales cycles.

subscription-based model supports long-term planning, reduces reliance on constantly finding new customers, and fosters lasting customer

relationships that drive loyalty and feedback loops for product improvement.

In industries with evolving

needs, like automotive dealerships, RaaS aligns the goals of both the customer and the provider, transforming robotics from a one-time

transaction into a sustainable and profitable partnership.

Through these partnerships, we plan to deepen our understanding of the markets

we serve and develop new high-value solutions that are tailored to customer needs.

In the long run, this approach will enhance the value

of our robotic solutions, enabling us to create an integrated ecosystem that addresses broader business challenges and deliver greater

value to our customers.

While the transition to RaaS will require Richtech to take on additional

risk when deploying robots due to the upfront investment in the robot itself and setup costs, we believe that the benefits far outweigh

We are already seeing an increase in deployment numbers and customer adoption since the transition in September 2024.

a five-year period, RaaS delivers at minimum a 34% boost in customer lifetime value.

We believe that customers feel safer

signing a RaaS compared to an outright purchase when it comes to adopting new technologies.

For Richtech, this facilitates our goal in

building a scalable and sustainable business model with a loyal base of customers.

needs, such automotive dealerships, RaaS aligns exceptionally well with goals of both the customer and the provider, transforming robotics

from a one-time transaction into a sustainable and profitable partnership.

Through these partnerships, we plan to deepen our understanding

of the markets we serve and develop new high-value solutions that are tailored to customer needs.

In the long run, we believe this approach

will enhance the value of our robotic solutions, enabling us to create an integrated ecosystem that addresses broader business challenges

and delivers greater value to our customers.

● Launch and scale our

robotics franchise brand.

Our first robotic franchise location opened in early 2025 in Las Vegas for our Clouffee & Tea Robotic

restaurant brand.

We have identified several additional sites and are preparing to open more stores through a combination of corporate-owned

and franchise-operated locations.

All restaurant operations will be done through our subsidiary hospitality management company, Alphamax

A robotics-based restaurant business aims to address the two biggest challenges facing franchisees of traditional restaurants

today, which are labor and quality consistency.

This opens the way for a wide variety of scalable businesses based on the ADAM and Scorpion

We expect the robotic restaurant business will continue to generate recurring revenue.

In 2025, Alphamax Management generated

approximately $602 thousand in revenue from restaurant operations.

Our Challenges

The challenges the Company

currently faces include the following:

The challenges the Company currently faces include

the following:

● Market Competition:

Like with all companies, we face pressure from competitors particularly in the restaurant space.

This puts pressure on our margins and increases marketing and sales costs.

As with all companies, we face pressure from some competitors in our target markets.

This puts pressure on our margins and increases

marketing and sales costs.

These competitors are listed in the next section.

● Customer Education and Adoption:

Since service robotics is still very new, customers are slow to make decisions and must go through a testing process to ensure the robots work for their business.

This slows down the sales process which increases the cost of sales.

Service Coverage and Costs:

Our customers are spread across the country, and we have not yet reached the scale where we can support a nation-wide maintenance network.

Therefore, currently have to rely on local third-party resources which are costlier.

AI enabled robotic solutions are still very new to many people, and customers sometimes lack understanding of the products capabilities

and must go through a testing process to ensure the robots work for their business.

This slows down the sales process of products and

bottlenecks revenue.

● Labor Shortage:

Even though we are a robotics company, we are not immune to the labor shortage.

It has been challenging to staff certain technical and non-technical positions.

It has also gotten costlier to attract good talent.

though we are a robotics company, we are not immune to the labor shortage.

It has been challenging to staff certain technical and non-technical

Labor has also gotten generally costlier, and the AI space is competitive when it comes to attracting talent.

● Rising Cost of Raw Materials:

Inflationary pressures are also a concern as it is difficult to make reliable projections for the cost of components.

This means profit margins could be affected, and our pricing would need to re-evaluated on a regular basis.

The service robotics market

is new so there is only a limited number of competitors.

With the quality of our products, first mover advantages, enterprise partnerships,

and a holistic approach to customer needs, we believe we are in a strong position to win a large portion of the market and establish ourselves

as the premier provider of service robotics in the hospitality space.

Our ACP platform also provides a unique advantage as we believe

no competitor is able to match the breadth of information we can collect through implementing robots in multiple sectors of a client’s

The companies which pose

the greatest competitive challenges to us, by product line, are listed below:

Under the current economic and political environment, inflationary pressures are a concern as it is difficult to make reliable projections

for the cost of product and components.

This means profit margins could vary unexpectedly, requiring constant evaluation of macroeconomic

factors into the cost structure of our business.

embodied AI robotics

industry is still very new so there are only a limited number of competitors for each of our target markets.

The companies which pose the greatest competitive

challenges to us, by product line, are listed below:

● Bear Robotics, Inc.

Bear Robotics, based in Redwood City, California, offers the Servi robot.

This robot is a round restaurant robot that is smaller, costlier to own, and less reliable than our Matradee.

This is because Bear only offers customers a Robot-as-a-Service pricing model while we offer customers the ability to own the robot.

The tray on our Matradee is 40% larger and we have one extra tray, which means our robot provides 60% more capacity than Servi.

Additionally, Matradee is network independent while Servi requires constant network connectivity to function reliably.

This robot is designed to target the same market as the Matradee.

Bear offers the robot to their customers under a RaaS model.

We believe the quality and value of our robots is greater than Bear’s.

● Pudu Technology Inc.

Pudu is robotics company based out of China that manufactures a variety of delivery robots.

While Pudu robots are cheaper, they only operate in the United States through a distributor network and have no direct customer support or service network.

Savioke, Inc.:

Founded in 2014, their Relay

robot performs similar room service delivery tasks as Medbot.

However, their robot has continued to face technical challenges which has

stifled their growth.

Our robots have larger carrying capacities and accessory functions such as the AVM which we believe provides more

value to customers.

Savioke was acquired by Relay Robotics Inc.

A long-time player in hospital delivery automation, established in 1997, the company is currently owned by the Singaporean sovereign wealth fund.

While it has enjoyed being the only solution provider in the space for a number of decades, it has failed to impress customers, leaving most users looking for other solutions when contracts come to term.

The technology they use is also outdated, their robots get lost, break down often, and cannot navigate around hallway obstacles.

While Pudu robots are generally cheaper,

they only operate in the United States through a distributor network and have no direct customer support or dedicated service network.

● Pudu Technology Inc.

Pudu is a robotics company based out of China that manufactures a variety of delivery robots.

While Pudu robots are cheaper, they only

operate in the United States through a distributor network and have no direct customer support or service network.

While they have a

similar robot to Titan, their product development teams are not as agile in providing custom solutions to customers.

● Savioke, Inc.:

Savioke/Relay

Robotics is the largest provider of hotel room service robotics in the US.

Relay only provides one type of solution, while Skylark is

multi-functional by design.

The value of Skylark to the customer is higher than what is provided by Relay’s product.

While Pudu robots are generally cheaper,

they only operate in the United States through a distributor network and have no direct customer support or service network.

have a similar robot to Titan, we feel our industry expertise will allow us to compete effectively against them in the markets we compete

● Avidbots Corp :

Avidbots is a Canadian company that designs and manufactures Neo, which is a functional equivalent of the DUST-E MX.

The MX offers similar functionality for over $10,000 less, and lower maintenance costs.

Avidbots do not manufacture any other models of cleaning robots outside of Neo, limiting their ability to compete with us to only large public and commercial spaces.

is a Canadian company that designs and manufactures Neo, which is a functional equivalent of the DUST-E MX.

The MX offers similar functionality

for over $10,000 less, and lower maintenance costs.

● Tennant Company :

Based in Minnesota, Tennant’s T7AMR and equivalent robotic ride-on floor scrubbers are direct competitors to the MX.

Tennent does not provide smaller cleaning robots limiting their ability to compete with us to only large public and commercial spaces.

Additionally, the T7AMR is extremely bulky as it is designed to have a seat for the rider which severely limits its applications in environments that have narrow hallways such as schools, hospitals, and universities.

in Minnesota, Tennant’s T7 AMR and equivalent robotic ride-on floor scrubbers are direct competitors to the MX.

Tennent does not

provide smaller cleaning robots limiting their ability to compete with us to only large public and commercial spaces.

● ADAM and Scorpion

● Miso Robotics Inc.

Miso Robotics produces single robotic arm food restaurant automation robot, Flippy.

Miso has only a handful of live deployments, and the majority of deployments they do have are in test environments with partners.

We expect that ADAM will be serving hundreds of real customers every day before Flippy gets out of development and testing.

Miso Robotics produces a robotic food restaurant automation robot, Flippy.

Flippy is primarily designed to perform deep frying in fast

food restaurants.

ADAM is able to offer a wider array of food and beverage choices to customers while providing a more memorable experience.

● Cafe X Technologies, Inc.

A Silicon Valley startup, Cafe X is a robotics coffee bar company that has implemented two robotic kiosks inside the San Francisco airport and one inside a museum in Dubai.

ADAM is able to provide a wider array of food and beverage choices to customers.

A Silicon Valley startup, Cafe X is a robotics coffee bar company that has implemented two robotic kiosks inside the San Francisco airport

and one inside a museum in Dubai.

ADAM can offer a wider array of food and beverage choices to customers while providing a more memorable

● Tesla, Inc.:

currently in the process of transforming from an electric car company into a robotics company with its humanoid robot, Optimus.

Tesla has the capital and expertise to develop a competitive humanoid robot, the goal for their robot is very different from ours.

Optimus is being marketed as a generalist robot of the future, Dex is designed to carry out the specific complex industrial workflows

that exist today.

● Figure AI Inc.

Tesla, the Figure humanoid robots are designed to be the generalist robots of the future.

Dex is designed to carry out the specific complex

industrial workflows for end-users today.

Our Operations

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Executive decisions are communicated to department managers to execute.

directly oversees the product development, creative design, and administration teams.

He also provides directives to other departments

and executives as he sees fit.

The COO has primary responsibility over the sales, marketing, tech support, and customer service teams

as well as the coordination of different departments on large-scale projects.

The CFO has primary responsibility for procurement, manufacturing,

and accounting departments.

Executive Officer directly oversees the product development, creative design and administration teams.

He also provides directives to

other departments and executives as he sees fit.

The Chief Operating Officer has primary responsibility over the sales, marketing, tech

support and customer service teams as well as the coordination of different departments on large-scale projects.

The Chief Financial Officer

has primary responsibility for procurement, manufacturing, accounting and investor relations.

Product development teams

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The development teams are overseen

directly by the CEO and is responsible for the ideation, engineering, and testing of new robots.

directly by the Chief Financial Officer and are responsible for the ideation, engineering, and testing of new robots.

Customer facing departments

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and respond to customer requests.

These tools include Hubspot CRM, ClickUp, Apollo.io, Jotform, and Google Workspace.

Hubspot is used

as the preferred CRM for sales recordkeeping.

ClickUp and Jotform are used by the customer service and tech support team to keep track

of customer requests and schedule robot installations.

LinkedIn Sales Navigator and Apollo.io are utilized for lead generation by the

sales and marketing teams.

Google Workspace is used across the company for meetings, email, and filesharing.

The technical support department

also provides feedback to the product development team regarding any issues customers experience with the robots out in the field, as

well as requests for additional features.

These tools include Hubspot CRM, Jotform, and Google Workspace.

Internal departments which

include procurement, manufacturing, and accounting are overseen by the CFO.

The manufacturing and procurement departments primary focus

is maintaining supply chains and delivery timelines specified by the CFO based on projections made according to sales data.

The accounting

team processes accounts payables and receivables, audits internal accounting records, and generate financial reports.

include procurement, manufacturing and accounting are overseen by the Chief Financial Officer.

The manufacturing and procurement departments

primary focus is maintaining supply chains and delivery timelines specified by the Chief Financial Officer based on projections made according

to sales data.

The accounting team processes accounts payables and receivables, audits internal accounting records and generate financial

Our Revenue Model

Our business model is currently

a combination of direct sales and robotics-as-a-service.

We both sell and lease our robots to customers and provide accompanying services

such as deployment, maintenance, and warranty services.

To provide an effective comparison, the table below shows the sales made under

Historically, the Company

generated revenue primarily through product revenue (i.e.

outright hardware sales), resulting in immediate revenue and immediate Cost

of Revenue recognition.

The Company also offers services such as robot event rentals, support and maintenance services, and other services

related to our robot products.

Services and short-term leases constituted the majority of revenues in fiscal year 2024, and continues

to be a large portion of revenue in fiscal year 2025.

In fiscal year 2025, the

Company has shifted its focus to building RaaS revenues, which emphasizes long-term relationships and recurring revenue through multi-year

This transition aims to improve customer retention, increase asset lifetime value and build a predictable revenue base.

This strategic change significantly

impacts the financial statements in the following ways:

Upfront product revenue is reduced.

The cost of leased robots is capitalized as a long-term

asset (Assets held for Lease), not immediately expensed.

Profitability:

This results in a materially lower Cost of

Revenue and an expanded Gross Margin, as the cost is recognized over the lease term via depreciation instead of immediate Cost of Goods

Evolution of Sales Model

Our model combines direct

product sales with RaaS.

The table below illustrates the shift away from being a purely product-driven company over the past two fiscal

Year ended September 30,

Leasing/Service/Rental

The increase in Product Sale

percentage in fiscal 2025 was primarily attributable to non-recurring customer orders for earlier-generation delivery robotic systems,

which temporarily increased one-time product sales.

Despite this spike, the long-term trend remains focused on increasing recurring revenue.

The relative decreases in Leasing/Service/Rental Sale in fiscal year 2025 compared to fiscal year 2024 were primarily attributable to

the Company’s strategic focus on expanding its RaaS business model.

Organic adoption of recurring arrangements continued to accelerate

during fiscal year 2025.

While revenue from the RaaS offerings was only formally recognized beginning in fiscal year 2025, resulting in

approximately $692 thousand of RaaS revenue for the year, management believes the success of the RaaS model is more appropriately measured

by contract origination rather than near-term revenue mix.

During fiscal year 2025, the Company secured 55 RaaS contracts, representing

significant growth in long-term contract value and future recurring revenue backlog, which aligns with the Company’s core strategic

objectives under its RaaS model.

Our Customers

The majority of our customer

base is within the hospitality sector, which is an extremely diversified B2B market where the clients range from individual mom and pop

restaurants to large national or global enterprises.

We have deployed close to 300 robots over the last several fiscal years.

robots are currently operating in the field across over 40 states and territories in the U.S., providing services in diverse environments

including restaurants, casinos, hotels, factories, schools, senior living, hospitals, stadiums and others.

Heading into fiscal year 2025, we are focused on executing expansion

into additional market sectors beyond hospitality.

We will focus on market sectors where robotic-assisted operations present a very strong

ROI equation with low deployment complexity.

The goal will be maximizing the number of robots deployed under the RaaS model in 2025.

We have a diversified business-to-business

(“B2B”) customer base where the clients range from individual mom and pop restaurants to global automotive manufacturers.

The majority of our robotic deployments are located in the United States, with additional installations in Canada, Mexico, and Australia.

We are also expanding our global footprint through new partnerships in the Middle East and Europe.

Heading into fiscal year

2026, we are focused on executing expansion into additional market sectors with a specific focus on manufacturing and logistics, as well

as developing markets where automation has not traditionally been explored.

The focus will be on applications where robotic-assisted operations

present a very strong ROI equation with low deployment complexity.

The goal will be to continue to increase the number of robots deployed

under the RaaS model.

Clients come from four main

one is our inbound website and phone line from online marketing, the second is outbound sales activity such as via emails, phone

calls, LinkedIn, door-knocking, the third is through conventions and networking, the fourth being referrals and word-of-mouth.

Customers are often referred

to us by other companies because of our proven track record of successful robotic deployments.

For example, when we deployed 28 robots

for Flix Brewhouse, we were asked to perform an integration with their ticket management system which was operated by another vendor.

This integration was a success, which led to this vendor inviting us as a speaker to their annual customer conference in February 2023.

Another example of this is with a tax consulting firm.

After meeting through a mutual customer, they invited us to speak in front of their

customers about the implications of robotics and how they could leverage robots in their businesses.

There is significant interest in

robotics at the moment, companies often see us as a useful resource to provide value to their clients.

While our current customer base is in the B2B sector, we are actively

expanding into the consumer sector with the launch of the ADAM robotic franchises.

These include our One Kitchen franchises within Walmart

stores around the country and our Clouffee & Tea store in Las Vegas.

We plan to grow our customer base in both the B2B and B2C markets

by making full use of our strategic advantages in each sector and leveraging relationships within our distribution network.

(1) our inbound website and phone line, (2) referrals, (3) paid conventions and (4) outbound sales activity such as via emails,

phone calls and LinkedIn.

Customer Services

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Suppliers (Materials, Products and Other Supplies)

Richtech has more than 20

major suppliers primarily located in the United States and China.

For the Matradee, MedBot and DUST-E products, Richtech outsources manufacturing

to contract factories.

These factories manufacture the robots to our specifications and installs our software.

For the ADAM system, the

finished body components are manufactured in China and shipped to the United States where it is assembled.

These assembled components

are then combined with materials purchased in the United States to complete the system.

Our largest current supplier,

SUNWING INDUSTRIES LIMITED, provided $1,766,048.24 in materials in 2024.

The second largest was UFACTORY TECHNOLOGY, with a purchase amount

of $203,400 in 2024.

The third was NANJING YUDINGXIN ELECTRONIC, with a purchase amount of $97,875 in 2024.

The fourth was INCH TECHNOLOGY

CO., LTD, with a purchase amount of $75,473.50 in 2024.

The fifth was Maanshan Yushan Huigu design studio, in 2024 with a purchase amount

We depend on sole source

suppliers for certain components in our products, such as batteries and touchscreens.

In many cases, we do not have long-term supply agreements

with these suppliers.

Instead, our contract manufacturers typically purchase the components required to manufacture our products on a

purchase order basis.

See “Risk Factors — Risks Related to Our Industry and Business — Our products incorporate certain

components from sole source suppliers, and if our contract manufacturers are unable to source these components on a timely basis, due

to fabrication capacity issues or other material supply constraints, or if there are interruptions in our, or our contract manufacturers’,

relationships with these third-party suppliers, we may not be able to deliver our products to our distributors and customers, which may

adversely impact our business.” and “Risk Factors — Risks Related to Our Industry and Business — We rely on third

party manufacturers/suppliers and expect to continue to do so for the foreseeable future.

This reliance on third parties increases the

risk that we will not have sufficient quantities of our products or such quantities at an acceptable cost, which could delay, prevent

or impair our development or commercialization efforts.”

For the fiscal year ended

September 30, 2025, our top five suppliers collectively accounted for approximately 65% of our total procurement.

We rely on sole-source

suppliers for certain critical components, such as batteries and robot arm.

We generally do not have long-term supply agreements with

these suppliers;

instead, components are typically secured on a purchase order basis.

This reliance creates risks regarding supply availability

Marketing and Sales, Distribution and Logistics

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relationships, leveraging partner resources and finding the most effective methods to grow revenue.

First, we form relationships with

companies that have the most influence and resources in each of the restaurant, hotel, and senior living sectors.

For restaurants, this

means companies like major food distribution and point-of-sale companies that have a large distributed sales force and a massive customer

network in the United States.

Hotel and senior living sectors are much more concentrated, so we primarily focus on companies that

set industry standards, and leverage our success with these companies to promote our brand and products.

Second, we build out networks

of referral agents, independent sales agents, and distributors that provide high penetration into the market at a local and regional level.

Companies that wish to become our distributors or resellers must provide evidence they have the technical know-how and financial capability

to effectively represent our brand.

Potential distributors are asked to provide evidence of strong sales revenue, adequate technical support

capabilities, and a list of customers they will be approaching with our product.

Distributors are only certified once we find that their

customer base is a good fit for our products and they have the capabilities to represent our brand.

We currently have 12 certified distributors

operating in the U.S., 35 certified independent sales agents, and an internal enterprise sales team of 5.

Third, we build and retain a

professional internal enterprise sales force that is creative, driven, and believes in the mission and values of the company.

force is our liaison with our partners and customers, who foster these relationships and build a solid foundation for the company.

We look to form relationships with

companies that have the most connections and resources in each of the target markets.

For the restaurant space, this means companies like

major food distribution and point-of-sale companies that have a large distributed sales force and a massive customer network in the United

Hotel and senior living sectors are much more concentrated, so we primarily focus on companies that set industry standards and

leverage our success with these companies to promote our brand and products.

Second, we build out networks of referral agents, independent

sales agents, and distributors that provide high penetration into the market at a local and regional level.

Companies that wish to become

our distributors or resellers must provide evidence they have the technical know-how and financial capability to effectively represent

Potential distributors are asked to provide evidence of strong sales revenue, adequate technical support capabilities, and

a list of customers they will be approaching with our product.

Distributors are only certified once we find that their customer base is

a good fit for our products and they have the capabilities to represent our brand.

Third, we build and retain a professional internal

enterprise sales force that is creative, driven, and believes in the mission and values of the company.

This sales force is our liaison

with our partners and customers, who foster these relationships and build a solid foundation for the company.

We market our products primarily

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Direct online inquiries are the main source of

Over the last two years, we have exhibited at national conferences such as the Consumer Electronics Show (CES), National Restaurant

Association Show, Future Travel Experience Global, Leading Age Annual Expo, Leading Age Leadership Conference, National Restaurant Association

Leadership Conference, and the Bar and Restaurant Exhibition.

We also hosted sessions at these shows to educate attendees on the value

preposition around service robotics.

Client referrals and testimonials

have also been a strong accelerant to our growth.

At one of our recent conventions, we hosted a session where two of our clients went

on stage and spoke about the positive impacts of our robots.

This included statistics such as how each robot was saving them $36,856 per

year in labor costs.

As we mentioned, many of our clients also come through referrals from other companies we meet via mutual customers.

These companies introduce us to their clients as a resource for customers to learn about robotics and automation, and how they can apply

these solutions to their business.

Over the last two years, we have exhibited at national conferences such as the Consumer Electronics Show (CES), Nvidia GPU

Technology Conference, and National Restaurant Association Convention.

Order processing and logistics

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We currently have five people on our sales team.

The sales team earns a flat 5% gross sales commission on top of

base salary and bonuses.

Orders are created by the sales team and approved for shipping by the Office General Manager.

The Office General

Manager checks that the order has been paid for, address information has been entered correctly, all required documentation and approvals

are uploaded, and generally ensures all proper procedure have been followed before placing into queue.

When an order is placed into queue,

our logistics team is made aware of the order and move to ready the products for shipping.

All robots are quality control tested before

packaging and leaving our warehouse.

When fully packaged, a robot typically weighs between 200 to 700 pounds so a freight carrier is used.

We utilize a selection of freight carriers including FedEx, TrumpCard, and Pegasus Logistics Group among others for shipping.

information and freight costs are uploaded into our system by the logistics team to ensure this data is readily available if needed.

The sales team earns a sales commission on top of base salary

Orders go through several levels of checks and approval before shipping to ensure standard operating procedures are followed

and there is proper inventory tracking.

All robots are quality control tested before packaging and leaving our warehouse.

selection of freight carriers to obtain the best shipping rates.

Tracking information and freight costs are uploaded into our internal

digital system by the logistics team to ensure this data is readily available when needed.

Research and Development

In fiscal year 2024, fiscal

year 2023 and fiscal year 2022, we spent $2,021 thousand, $1,980 thousand and $1,772 thousand on R&D, respectively.

Our R&D efforts

in 2024 primarily focused on developing and testing innovative solutions tailored to various market verticals for our humanoid and AMR

robotic platforms.

We remain committed to enhancing our competitive edge by creating groundbreaking solutions, advancing at a pace ahead

of our competitors, and capturing maximum market share in the emerging service robotics industry.

In fiscal years 2025

and 2024, we spent $2,432 thousand and $2,021 thousand, respectively, on R&D.

Our R&D efforts in 2025 primarily focused on

developing and testing innovative solutions tailored to various market verticals for our humanoid and AMR robotic platforms.

remain committed to enhancing our competitive edge by creating groundbreaking solutions, advancing at a pace ahead of our

competitors, and capturing maximum market share in the emerging service robotics industry.

In 2025, we have continued

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During the development process, we leveraged generative AI technology to optimize efficiency

and utilized NVIDIA’s ISAAC simulation training platform to enhance the efficiency of robot installation and deployment in various commercial

environments.

In addition to ADAM, the dual-arm robot, we have developed a single-arm robot, Scorpion, designed for more compact and lightweight

applications compared to ADAM.

A mobile platform has been created for Scorpion, enabling its use in various work scenarios such as desktops

and vehicles.

It also supports real-time low-latency natural language conversations and voice control for seamless interactions with customers.

We have continued to add

features and optimize the robotic cloud management platform to provide better management and data support, along with operational data-based

analysis capabilities.

The management of robotic solutions under one umbrella continues to be one of our major competitive advantages.

As businesses expand their adoption of robotic solutions throughout their operations, the ACP allows simple and easy implementation of

new robotic workflows.

and utilized NVIDIA’s ISAAC simulation training platform to enhance the efficiency of robot installation and deployment in various

commercial environments.

In addition to ADAM, the dual-arm robot, we have developed a single-arm robot, Scorpion, designed for more compact

and lightweight applications compared to ADAM.

A mobile platform has been created for Scorpion, enabling its use in various work scenarios

such as desktops and vehicles.

It also supports real-time low-latency natural language conversations and voice control for seamless interactions

with customers.

For delivery robots, we have

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AMRs in their business case.

The rapid evolution of artificial

intelligence, particularly in real-time image and voice processing, continues to redefine the capabilities of modern robotics.

These advancements

enable robots to perform complex tasks with greater accuracy, adaptability, and speed, pushing the boundaries of automation.

image processing enhances robots’ ability to navigate dynamic environments, recognize objects, and make instantaneous decisions, while

advancements in real-time voice processing improve natural language interaction, expanding applications in customer service, healthcare,

These technological trends underscore our commitment to integrating cutting-edge AI solutions into our product offerings,

ensuring our robots remain at the forefront of innovation.

In 2025, the Company has

also focused on the development of AI training capabilities, with a strong focus on generating standardized robotic datasets.

These datasets

contain real-world robotics operation data of joint trajectories, gripper contact manipulations and more.

All data is anchored in the

United States to reduce regulatory and security risks.

A major R&D focus in fiscal year 2025 for

Richtech has been the development of the Dex robot.

Dex builds upon the foundations set by learnings from the development of ADAM and

our AMR solutions, marrying intelligent vision AI systems with reliable sensor-based mobility.

The potential of Dex is then realized through

our proprietary Sim2Real robotic training pipeline that enables reliable real-world operation of robotic solutions through a combination

of simulated and real-word training.

Dex will continue to be the development priority into fiscal 2026.

Production/Manufacturing

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Once suppliers are confirmed and contracted, we move to the next step.

The next step in our manufacturing

process is the selection of a manufacturing partner.

Richtech does not own and operate our own manufacturing plants, instead we use Original

Design Manufacturer (ODM) and Original Equipment Manufacturer (OEM) partners that manufacture the products according to our specifications.

We identify and contact factories that qualify as potential OEM and ODM partner candidates to discuss product of prototypes of our products.

Factories are qualified by our procurement team using a process similar to how we select suppliers, checking the capabilities, reputation,

quality, delivery cycle, and price of these factories.

Our product development and procurement teams work with the factory to finalized

the Bill of Materials (BOM) list, and provide technical specifications and other requirements to these factories for the production of

several prototypes.

These prototypes are then rigorously tested by our development teams and we go through an iterative process to refine

the prototypes to make sure they meet our production standards.

Both the software and hardware of the robots go through multiple rounds

of stress testing, with a final round of testing in a real-world application.

Once the prototypes pass internal stress tests, the product

is then ready for the mass production stage.

To better meet the needs

customers, we are steadily increasing the proportion of final assembly performed in the United States and are working closely

with our Original Equipment Manufacturer (“OEM”) and Original Design Manufacturer (“ODM”) partners to expand U.S.-based

production capacity over time.

Our manufacturing operations utilize a hybrid production model.

Certain components and subassemblies of

our products are manufactured and performed by contracted OEM and ODM partners located outside of the United States (primarily in China).

In addition, for some of our higher-complexity products, a portion of the production, including final assembly, system integration, and

quality testing, is performed in the United States at our facilities in Las Vegas, Nevada.

We identify and contact factories

that qualify as potential OEM and ODM partner candidates to discuss the production of prototypes of our products.

Factories are qualified

by our procurement team using a process similar to how we select suppliers, checking the capabilities, reputation, quality, delivery cycle,

and price of these factories.

Our product development and procurement teams work with the factory to finalize the Bill of Materials (“BOM”)

list and provide technical specifications and other requirements to these factories for the production of several prototypes.

These prototypes

are then rigorously tested by our development teams and we go through an iterative process to refine the prototypes to make sure they

meet our production standards.

Both the software and hardware of the robots go through multiple rounds of stress testing, with a final

round of testing in a real-world application.

Once the prototypes pass internal stress tests, the product is then ready for the mass production

A production schedule is

formed around sales projections on a rolling three-month window.

These sales projections are assembled by the COO and sent to the CEO

for approval.

Once the schedule is approved, the procurement team reviews pricing according to the BOM list, clarifies delivery timelines,

signs the purchase contracts, and sends payments.

After the production of the product is completed, our procurement team will conduct

an on-site quality inspection before the product is packaged and shipped to our warehouse in Las Vegas, NV.

Once the product arrives

at our warehouse, the technical department will conduct a last round of software and hardware quality control checks.

This is to ensure

nothing was damaged in shipping and that all elements of the product meet our requirements before delivery to customers.

These sales projections are assembled by the Chief Operating Officer

and sent to the Chief Executive Officer for approval.

Once the schedule is approved, the procurement team reviews pricing according to

the BOM list, clarifies delivery timelines, signs the purchase contracts, and sends payments.

After the production of the product is completed,

our procurement team will conduct an on-site quality inspection before the product is packaged and shipped to our warehouse in Las Vegas,

Once the product arrives at our warehouse, the technical department will conduct a last round of software and hardware quality control

This is to ensure nothing was damaged in shipping and that all elements of the product meet our requirements before delivery to

We are also actively evaluating

opportunities to expand our U.S.-based assembly and manufacturing footprint over time, including identifying additional facilities and

potential partners, subject to operational needs and economic considerations.

Global Operations

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a third-party human resource company in China for R&D work.

Some of the manufacturing and subassembly of some of our products takes

place outside of the U.S.

The majority of our ODM and OEM partners are also located in China.

Intellectual Property

We currently have 9 pending

patents and 3 approved patents.

Additionally, we will continue to file patent applications for our innovative inventions.

two registered trademarks, have four trademarks pending approval, and own and operate three domain names.

APPLICATION NUMBER

TRAY STABILIZER SYSTEM FOR FOOD DELIVERY ROBOTS

December 13, 2021

We rely on a combination

of federal, state, and common law rights, including patent, copyright, trademark, and trade secret laws, to protect our proprietary robotics

hardware, software, and brand identity.

We currently have five issued U.S.

patents and three pending U.S.

patent applications.

maintain five U.S.

trademark registrations and have one U.S.

trademark applications pending, covering our corporate name and key product

In addition, we rely on trade secrets and proprietary know-how, which we protect through confidentiality agreements with employees,

contractors, and business partners.

APPLICATION NO.

Service Robot

November 24, 2021

CLEANING ROBOT

November 24, 2021

AUTONOMOUS CLEANING ROBOT SYSTEM AND METHOD

August 4, 2022

Tray Stabilizer System for Food Delivery Robots

December 13, 2021

Vending Machine Assembly For An Autonomous Delivery Robot

July 12, 2022

CLEANING ROBOT

February 12, 2022

DEBRIS GATHERING BRUSH ASSEMBLY FOR A CLEANING ROBOT

April 28, 2022

SINGLE ARM ROBOT

January 11, 2024

January 19, 2024

Gripper for a Robotic Arm

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June 24, 2024

Single Arm Robot

January 11, 2024

January 19, 2024

APPLICATION NO.

RICHTECH ROBOTICS

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90869957 / 87884066

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CLOUFFEE & TEA

The company currently owns

and operates three domain names:

www.richtechrobotics.com

www.richtechrobot.com

www.richtechsystem.com

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As of September 30, 2025,

we had 57 full-time employees, of which 20 were dispatched workers accounting for 35.1% of our total workforce.

These dispatched workers

are employees we have contracted through a third-party and are managed directly by us.

We believe that we maintain a good working relationship

with our employees and to date, we have not experienced any labor disputes.

All employees are located

in three different office locations:

Las Vegas 29, California 1, Florida 1, Illinois 2, Georgia 1, Austin 1, New York 1, China 20.

The following table provides

a breakdown of our employees by function as of September 30, 2024:

we had 55 full-time employees in the United States and 20 overseas R&D employees.

Our overseas R&D personnel, primarily located

in China, are engaged through third-party arrangements but are directly managed by the Company.

As of September 30, 2025, our U.S.

were located across multiple states, including approximately 47 employees in Nevada, 2 employees in California, 3 employees in New York,

2 employees in Texas, and one employee in Illinois.

We believe that we maintain a good working relationship with our employees and, to

date, we have not experienced any labor disputes.

The following table provides a breakdown of our full-time U.S.

employees by function

as of September 30, 2025:

Tech Support & Customer Service

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Administration

We lease office facilities

under noncancelable operating lease agreements.

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

We had a lease for a second office space in Austin, Texas through April 2024, which was terminated on April 30, 2024.

The Company formerly leased

retail space in Las Vegas, Nevada, for the operation of its “ClouTea” store.

This lease agreement, which was set to expire in

January 2025, was terminated effective July 31, 2024.

On October 4, 2024, the Company entered into a new lease agreement

for retail space located at Space No.

B187 in Town Square Las Vegas, 6587 Las Vegas Boulevard South, Las Vegas, Nevada 89119.

This location

will operate under the name “Clouffee and Tea.” The lease has a term of five (5) years and encompasses approximately 1,000 square

The store will be opened in late January 2025, at which time the lease rental commencement date will be confirmed.

The following table sets

forth information as to the real property currently leased by us:

(Square Feet)

Annual Rent FY2025

Current Term Expires

Cameron Industrial Park, LLC

Richtech Robotics Inc.

4175 Cameron St, Ste 1 & 2 & A1 &A2 & C & 5, Las Vegas, NV 89103

August 31, 2027

Richtech is insured by Kaercher

Insurance for Commercial General Liability (General Aggregate:

$3,000,000), Automobile Liability ($1,000,000), Umbrella Liability ($2,000,000),

Workers Compensation ($1,000,000), Property ($870,000), and Directors & Officers ($1,000,000).

We maintain a portfolio of

insurance policies from reputable providers that we believe are customary for companies of our size and industry.

Our coverage includes

Commercial General Liability, Automobile Liability, Umbrella Liability, Workers Compensation, and Property insurance.

Additionally, we

maintain Directors & Officers liability insurance at levels we believe to be appropriate for our business and public company status.

Material Contracts

Richtech expects to derive

significant revenue from sales to enterprise customers as part of our long-term strategy.

We define “enterprise” customers

as companies with annual revenues of over $1 billion.

From 2022 through 2024, we have proven the value proposition and reliability of

our robots to many of our enterprise clients by running extended pilot programs.

We are currently running pilot programs with ten enterprises

that represent over 40,000 locations.

These pilot programs aim to allow larger or enterprise customers to experience the benefits of adding

automation and robotics to their operations.

The concept of robotics is foreign to the vast majority of operators in the hospitality space,

so a method is needed to build client confidence in our product.

Under the pilot program, we grant to our customers a limited, revocable,

non-exclusive, non-transferable license to use our robotic products and related software for the purpose of a limited evaluation of their

features and operations.

The evaluation period is typically between 14 to 30 days.

At the end of the pilot period, the customers

must return all robots or face additional charges.

The Company has a strict no-free-trial policy.

Given the complexity and time required

to execute a successful enterprise pilot, customers are required to commit capital to show actual interest in our products.

we have charged for each pilot program ranges between $500 and $17,000, depending on the product and services involved.

Pilot programs

are run typically close to cost, and the amount charged to the client roughly covers our employee travel and product shipping expenses.

We may not charge the client for additional site visits that may be required (e.g.

for product maintenance or support), but the Company

incurs no additional material costs to run these pilot programs.

At the end of the pilot period, customers will decide whether they want

to enter into a longer-term contract with us for our products, either for purchase and/or lease to purchase programs.

Purchase orders

placed after the pilot program constitute market orders reflecting fully commercialized products at market pricing.

Several of our pilot

clients have already chosen to move forward with large scale purchase or lease orders following the pilot program.

The usage of service robots

is a very new concept in the United States, and currently many companies are taking a wait-and-see approach to adoption.

Larger corporations

and national franchises in particular generally take more time to test out and vet the application of new technologies such as service

However, in spite of these challenges, we were still able to close several MSAs with national chain enterprises (as described

below) due to the necessity of our products for their operations.

The majority of companies that have adopted the service robot technology

are smaller businesses that have a much shorter chain of command and make decisions faster.

As a result, the vast majority (over 90%)

of our existing revenue currently result from purchase or lease contracts from smaller companies.

Contracts generally fall into the following

(i) lease agreements (with and without trials, straight lease and lease-to-purchase), (ii) purchase agreements, and (iii)

maintenance service agreements (for maintenance service on our products).

Due to the diversity of our client base, no single customer

constitutes greater than 10% of our revenue, and as a result, we are not financially dependent on any one customer.

During fiscal 2024, we executed a strategic transition to RaaS agreements,

which resulted in a material decrease in recognized revenue.

However, as discussed above, this pivot will provide many long-term benefits

for the company which include boosting sales volumes and ensuring a predictable recurring revenue stream.

For more information on our

strategic pivot to RaaS as our business model, see “Item 1 – Business – Our Strategies.”

Part of our long-term strategy

as we scale up is to secure MSAs with larger corporations and franchises that operate multiple locations, so that we can roll out our

products and services across numerous locations.

Percentage of sales attributable to our enterprise customers in fiscal year 2024, 2023

and 2022 were 8.08%, 3.82% and 2.06%, respectively.

Percentage of sales attributable to our MSA customers in fiscal year 2024, 2023 and

2022 were 7.9%, 3.4% and 0.77%, respectively.

We currently have two MSAs

in place, all from successful pilot programs.

In September 2022, we entered into an MSA with one of the top casino companies in the United

States (the “Gaming MSA”), for the purchase of our Matradee L and other robots.

As of the date of this Report, we have recognized

$344,270 in revenue under this MSA.

$328,411 is reflected in our financials as of September 30, 2024.

We received additional purchase

orders totaling $127,626 under this MSA during the remainder of 2024.

We expect more purchase orders to come in 2025.

The current term

of the Gaming MSA terminates on the later of December 31, 2026 or the completion of services under the agreement.

Either party may terminate

the agreement in the event of breach or default and failure to cure such breach or default within 30 days after receiving written notice

of such breach or default Pursuant to the Gaming MSA, we have granted to the customer a perpetual, non-revocable, fully paid license (or

fully paid sub-license, as the case may be) to allow the customer to use our intellectual property that may be embedded in or associated

with any work product delivered under the agreement.

In January 2023, we executed

an MSA with a major hotel brand with over 5,000 properties worldwide (the “Hotel MSA”) for purchases of our Matradee L robot.

We anticipate that the products covered under the Hotel MSA will expand to our other robots, such as cleaning and room service robots,

and a nationwide rollout of our products to the other hotel locations in the rest of 2023.

As of the date of this Report, we have not

yet received any orders under the Hotel MSA.

Under the Hotel MSA, we have agreed to offer the customer prices, charges, benefits, warranties

and terms at least as favorable of those offered to any other customer within the first 24 months of the agreement term.

grant to the customer and its affiliates a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up, transferable, unrestricted,

worldwide license for internal and external purposes, to use, modify, copy, display, support, and operate the Company’s products,

software or intellectual property.

The term of the Hotel MSA is perpetual until terminated by either party.

The customer may terminate

the Hotel MSA at any time with or without cause upon 30 days’ prior written notice to us;

the Company may only terminate the agreement

upon written notice for the customer’s failure to make payment under the agreement (and failure to cure within 30 days following

receipt of written notice of non-payment).

Under the Hotel MSA, we provide a one-year manufacturer’s limited product warranty, with

option to extend to two or three years for additional payments.

We had a third MSA with one of the nation’s largest restaurant

chains with over 2,000 locations in the United States (the “Restaurant MSA”).

The Restaurant MSA had a term of two years

beginning in September 2022 and expired in September 2024.

We expect to sign new MSAs in fiscal year 2025.

On October 16, 2024, we entered

into a binding LOI with Ghost Kitchens America.

Under the terms of the LOI, the parties agreed to enter into a franchise agreement, pursuant

to which the Company will acquire exclusive rights to operate 20 Walmart-located “One Kitchen” restaurants.

These restaurants

will be directly managed by the Company’s subsidiary, AlphaMax Management LLC, with the aim of optimizing restaurant operations

through robotics and AI cloud technology.

As of the date of this Report, two locations have been secured, one of which is anticipated

to be opened in early 2025.

On October 16, 2024, Richtech

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

Under the terms of the LOI, the parties

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

“One Kitchen” restaurants in Arizona, Colorado, and Texas.

These restaurants will be directly managed by the Company’s

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

the date of this Report, two locations have been opened, in Rockford, Illinois and Peachtree, Georgia.

On April 10, 2025, we entered into an MSA (the

“Automotive MSA”), with a top 5 automotive dealership by revenue and number of dealerships in the United States, under which

Richtech would perform work according to Statement(s) of Work (“SOW”).

The full launch of the Automotive MSA was subject

to the successful completion of the pilot program and approval of the client’s management team, which occurred on August 27, 2025.

The Automotive MSA will continue in force as long as one or more SOWs remain in effect and will renew for an additional 12 month period

unless either party notices the other party in writing of its intent not to review 30 days prior to the expiration of the term.

The Automotive

MSA also contains other customary provisions, including intellectual property and confidentiality.

As of November 14, 2026, there are

9 active SOWs under the MSA.

We expect the number of active SOWs to continue to grow through fiscal year 2026.

As of fiscal year 2025,

the SOWs under the Automotive MSA total $388,800 in contract value, with $44,098.52 in payments received.

June 24, 2025, Richtech’s joint venture company, Boyu Artificial

Intelligence (Beijing) Technology Co., Ltd.

(“Boyu”), entered into a Product Sales and Technical Services Agreement (the “Sales

Agreement”) with Beijing Kaiwu Tongchuang Technology Development Co., Ltd.

(“Purchaser”), pursuant to which Purchaser

agreed to purchase approximately $4.2 million of robotic products (to be supplied by the Company), services, software and licensing, including

a one-time payment within 15 days of deliver for approximately $1.3 million and annual fees and software licenses in the aggregate amount

of approximately $2.9 million over the next 10 years.

The Sales Agreement contains customary terms, including, without limitation, delivery

and acceptance, liability and dispute resolutions.

On August 21, 2025, we entered into an MSA (the

“Retailer MSA”) with one of the world’s largest retailers, pursuant to which the Company shall work on project(s) for

the client under additional SOWs.

The Retailer MSA has a term of two years and will automatically renew for additional 12 month periods

unless either party notices the other party in writing of its intent not to renew 60 days prior to the expiration of the term.

also contains other customary provisions, including intellectual property and confidentiality.

On November 24, 2025, we began deploying

16 robotic units according to the first SOW executed under this MSA.

In January 2023, we executed an MSA with a major hotel brand with over

5,000 properties worldwide (the “Hotel MSA”) for purchases of our Matradee L robot.

In September 2022, we entered into

an MSA with one of the top casino companies in the United States (the “Gaming MSA”), for the purchase of our Matradee L and

other robots.

As the Company has pivoted

to prioritizing RaaS agreements and long-term recurring revenue streams, we no longer consider the Restaurant MSA and Gaming MSA

to be material to the Company’s future performance.

ATM Agreements

On May 16, 2025, we entered

into an At The Market Offering Agreement (the “May ATM Agreement”) with Rodman & Renshaw LLC (“Rodman”),

Wainwright & Co., LLC (“Wainwright”), and BTIG, LLC, authorizing the sale of up to $100 million shares of our Class

B common stock.

The offer and sale of the shares was made pursuant to a shelf registration statement on Form S-3 and the related base

prospectus (File No.

333-284779) initially filed by the Company with the SEC, on February 7, 2025, as amended on April 18, 2025 and May

14, 2025, respectively, and declared effective by the SEC on May 15, 2025 (the “May ATM Prospectus”).

The Company agreed

to pay to Rodman a fixed cash commission rate equal to 3.0% of the gross sales price of any shares sold under the May ATM Agreement.

As of September 30, 2025, the Company sold an aggregate of 45,636,983 shares of Class B common stock under the May ATM Agreement, for

aggregate proceeds of approximately $100.0 million.

The May ATM Agreement was terminated by the Company effective as of September 12,

On August 28, 2025, we

entered into another At The Market Offering Agreement (the “August ATM Agreement”) with Rodman as the lead agent and

Wainwright (each of Rodman and Wainwright individually, an “Agent” and, collectively, the “Agents”),

pursuant to which and the May ATM Prospectus, the Company may offer and sell, from time to time through or to

Rodman or such other Agent selected by Rodman (the “Designated Agent”), as sales agent and/or principal, shares of our

Class B common stock, having an aggregate offering price of up to $100 million.

The offer and sale of the

shares was made pursuant to the May ATM Prospectus, as supplemented by the related prospectus supplement filed by

the Company with the SEC on August 28, 2025 (the “August ATM Prospectus”).

Pursuant to the August

ATM Agreement, the Designated Agent may sell the shares by any method permitted by law deemed to be an “at the market

offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including

without limitation sales made directly on or through The Nasdaq Stock Market LLC (“Nasdaq”), or any other existing

trading market in the United States for Class B common stock, sales made to or through a market maker other than on an exchange or

otherwise, directly to the Designated Agent as principal, in negotiated transactions at market prices prevailing at the time of sale

or at prices related to such prevailing market prices and/or in any other method permitted by law.

The Designated Agent is not

required to sell any number or dollar amount of the shares but will use commercially reasonable efforts consistent with the

customary market practices for similar transactions and in compliance with applicable laws and regulations to sell the shares

pursuant to the August ATM Agreement from time to time, based upon instructions from the Company, including any price or size limits

or other customary parameters or conditions the Company may impose.

The Company is not obligated to make any sales of the shares

under the August ATM Agreement.

The offering of shares pursuant to the August ATM Agreement and the August ATM Prospectus will

terminate upon the earliest of (a) the sale of all of the shares subject to the August ATM Prospectus and (b) the termination of the

August ATM Agreement by the Company or each Agent (solely with respect to such terminating Agent), as permitted therein.

The Company agreed to

pay to Rodman a fixed cash commission rate equal to 3.0% of the gross sales price of any shares sold under the August ATM Agreement.

As of September 30, 2025, the Company sold an aggregate of 21,439,157 shares of Class B common stock under the

August ATM Agreement, for aggregate proceeds of approximately $98.4 million.

The August ATM

Agreement also provides that Rodman shall act as our exclusive and sole sales agent for each and every at-the-market program (or

facility), current or subsequent, to be established and/or used by us during the twelve (12) month period commencing on May 16,

The ATM Agreement also contains customary representations and warranties and conditions to the sale of the shares pursuant

On September 23, 2025,

we entered into an additional At The Market Offering Agreement with the Agents (the “September ATM Agreement”), pursuant

to which the Company may offer and sell, from time to time through or to Rodman or such other Agent selected by Rodman, as sales

agent and/or principal, shares of our Class B common stock having an aggregate offering price of up to $1,000,000,000.

The offer and

sale of the shares are being made pursuant to an automatic shelf registration statement on Form S-3ASR and the related base

prospectus and accompanying prospectus dated September 24, 2025 (File No.

333-290477), which became effective upon filing on

September 24, 2025 (the “September ATM Prospectus”).

The terms of the September ATM Agreement, including the method of

sale and the 3.0% fixed cash commission rate, are substantially consistent with those of the August ATM Agreement.

Pursuant to the

September ATM Agreement, the Company and Rodman further established a new twelve (12) month exclusivity period for any current or

subsequent at-the-market program, which commenced on September 23, 2025.

As of September 30, 2025, the Company sold an aggregate of

6,282,472 shares of Class B common stock under the September ATM Agreement, for aggregate proceeds of approximately $26.8

The foregoing

description of each of the August ATM Agreement and the September ATM Agreement is not complete and is qualified in its entirety by

reference to the full text of such agreements, copies of which are filed herewith as Exhibit 10.17 and Exhibit 10.18, respectively,

to this Report and are incorporated herein by reference herein.

Inducement Warrants

On February 10, 2025, the

Company entered into a warrant exercise inducement offer letter (the “Inducement Letter”) with a holder (the “Holder”)

of its existing common stock warrants exercisable for an aggregate of 2,699,797 shares of its Class B common stock (collectively, the

“Existing Warrants”), to exercise its Existing Warrants at the existing exercise price of $1.35 per share, in exchange for

the Company’s agreement to issue new common stock warrants to purchase 2,699,797 shares of Class B common stock at an exercise price

per share of $4.00 (the “Inducement Warrants”).

The aggregate gross proceeds from the exercise of the Existing Warrants were

approximately $3,644,726, before deducting financial advisory fees.

In consideration for the immediate exercise of the Existing Warrants

for cash, the Holder received the Inducement Warrants in a private placement.

The Inducement Warrants have an exercise price of $4.00

per share, are immediately exercisable and will be exercisable for five years from the date of issuance.

Property Purchase and Sale Agreement

On April 8, 2025 (the “Effective

Date”), the Company entered into an agreement (the “Purchase and Sale Agreement”) with L & R Investment LLC, a Utah

limited liability company (the “Seller”), with respect to the purchase of a parcel of land of approximately 20,000 square

feet located at 2975 Lincoln Road, Las Vegas, Nevada 89115 (the “Property”).

This Property will serve as the Company’s

new headquarters.

The purchase price of the Property was $4,100,000.00, inclusive of a $50,000.00 earnest money payment (the “Earnest

On May 15, 2025, the Company completed the purchase of the Property as contemplated in the Purchase and Sale Agreement

and relocated its headquarters to the Property.

The foregoing description of the Purchase and Sale Agreement is not

complete and is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, a copy of which is filed as

Exhibit 10.14 to this Report and is incorporated herein by reference.

Government Regulation

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data protection laws impact, or may impact, the manner in which we collect, process and transfer personal data.

laws that have

been applied to protect user privacy (including laws regarding unfair and deceptive practices) may be subject to evolving interpretations

or applications in light of privacy developments.

laws that have been

applied to protect user privacy (including laws regarding unfair and deceptive practices) may be subject to evolving interpretations or

applications in light of privacy developments.

Compliance with enhanced data protection laws requires additional resources and efforts,

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

What changed 10-K

Item 1. Business