What changed in this filing

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Item 1. Business

2026-08-07 compared with 2025-03-04 · 534 added, 1029 removed, 31 unchanged (98% of the section changed)

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.

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

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.

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.

Kitchens Letter of Intent

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.

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.

The Common Warrants are exercisable immediately on the date of issuance at an exercise

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

The Offering closed on September 3, 2024.

& 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.

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.

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 hardware.

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.

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.

of the date of the Original 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 Warrants.

As of the date of the Original 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.

History and Corporate Structure

were originally founded 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.”

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.

Products and Services

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

We also plan to leverage our expertise in food automation to bring services directly to the consumer with the ADAM system which

is described below.

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

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.

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.

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.

Transport and Delivery

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.

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

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.

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.

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.

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

It can also be used to

greet guests 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.

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

These features decrease the difficulty of deployments and dramatically increase the variety of environments in which the Matradee

can be deployed successfully.

This allows more deployments, lower costs, and faster scaling.

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.

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.

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.

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

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

Titan was 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 parameters.

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

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.

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.

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

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.

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 cleaned.

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 stores.

The MX comes in a variety of configurations that accommodate different floor types from bare

concrete to more sensitive vinyl tiles.

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 .

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.

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

maintenance alerts for all robots.

and Beverage Automation

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.

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.

(The uncanny 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.

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.

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

is 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.

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.

Our 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

We were originally founded 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, $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

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 partners.

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 robots.

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

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

It can also be used to greet guests at the reception area and lead them to their table.

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 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 results.

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.

Scorpion was developed on the same architecture as ADAM.

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

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

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.

October 17, 2024, we announced our plans to launch 20 robotic restaurant locations in Walmart

stores across the country.

As of the date of the Original 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.

& Tea is our first self-owned restaurant brand.

The concept behind Clouffee & Tea is to seamlessly blend innovative technology

with a vibrant coffee and tea culture to create an engaging customer experience.

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

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

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.

Opportunities

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 GDP.

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.

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.

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.

According 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

We believe the excitement around robotics and automation will help accelerate customer adoption of our solutions.

Growth Opportunities

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

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.

At Richtech, 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

Below are the key components of our future growth strategy:

of RaaS Customer Base and Sales Pipeline

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.

opened conversations with over 15 integrated delivery networks (IDNs) representing over 300 individual acute care hospitals across the

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.

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

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.

this market will have the highest number of robot deployments over the next few quarters.

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.

Robotics Restaurants and Partnership with Ghost Kitchens

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.

Partnerships and New Initiatives

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.

Expansion Across Key Markets

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

Competitive Strengths

believe we are one of the current leaders in the service robotics market for the following reasons:

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

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.

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 sensors.

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

Under 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.

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

Since its 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.

Units have 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 resilience.

DUST-E is our 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 soiling being cleaned.

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 stores.

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.

Building 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 safer.

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.

The robotics 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 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

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 demand.

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.

Our 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.

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

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.

All data 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 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.

These 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 embodied AI robotics industry for the following reasons:

● First Mover Advantage:

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.

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

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

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.

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 of scale.

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 entrants.

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.

Together 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.

The combination of advanced sensors and redundant obstacle avoidance protocols makes our robots extremely

safe and intelligent.

The ACP 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

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.

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

Distribution:

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.

Our 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.

Together, 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.

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.

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:

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

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

The 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:

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.

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.

Richtech 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:

Our ability 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

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.

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:

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.

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

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

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.

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

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.

to Raas Business Model

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.

It 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.

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.

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 the risks.

We are already seeing an increase in deployment numbers

and customer adoption since the transition in September 2024.

Over 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

challenges the Company currently faces include the following:

● Growing our commercial organization:

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

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

Sales teams 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 industries.

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.

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

● Expanding our R&D team:

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 Products:

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.

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.

In industries with evolving 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 Management.

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 system.

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:

● 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

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

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.

● Customer Education and Adoption:

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.

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

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.

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

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 business.

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.

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.

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.

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.

they have a similar robot to Titan, their product development teams are not as agile in providing

custom solutions to customers.

Savioke/Relay Robotics is the largest provider of hotel room service robotics in

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 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 generally 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, we feel our industry expertise will allow us to compete effectively against them in the markets we compete in.

● Avidbots Corp :

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.

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.

● Tennant Company :

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

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.

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.

Cafe X Technologies,

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.

Company is organized in a functional structure with sales, marketing, tech support, customer service, product development, creative design,

manufacturing, procurement, accounting, and administration departments.

Executive decisions are communicated to department managers to

The CEO 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.

development teams carry out research and development tasks and are organized according to product category.

Each development team is

comprised of several engineers linked with a product manager, and work closely with the creative design and manufacturing teams.

may belong to multiple product development teams at the same time as there is significant technical overlap in AMR development.

The development

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

facing departments which include sales, marketing, tech support, and customer service utilize a variety of technology tools to keep clear

customer records 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.

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.

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

● Tesla, Inc.:

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

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

While 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.

As with 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

The Company is organized in a functional structure with sales, marketing, tech support, customer service, product development, creative design, manufacturing, procurement, accounting, and administration departments.

Executive decisions are communicated to department managers to execute.

The Chief 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 carry out research and development tasks and are organized according to product category.

Each development team is comprised of several engineers linked with a product manager and work closely with the creative design and manufacturing teams.

Employees may belong to multiple product development teams at the same time as there is significant technical overlap in AMR development.

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

Customer facing departments which include sales, marketing, tech support and customer service utilize a variety of technology tools to keep clear customer records and respond to customer requests.

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

Internal departments which 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 reports.

Revenue Model

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 Richtech.

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.

These 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.

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.

come from four main sources:

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.

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.

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

our current customer base is in the B2B sector, we are actively expanding into the consumer sector with the launch of the ADAM robotic

These include our One Kitchen franchises within Walmart stores around the country and our Clouffee & Tea store in Las

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.

a company, we place strong emphasis on providing a positive customer experience for the client and their customers.

We provide nationwide

installation, shipping, maintenance, and warranty services.

Shipping and installation are coordinated with the client by our customer

service and technician teams.

Maintenance services are provided for customers to prolong the longevity of the robots including onsite

assistance as needed.

Maintenance visits typically encompass an overall health check on the robot, removal of debris and cleaning, edits

to mapping or settings, and training of client staff.

warranty claims, our customer service department works with the customer to verify the validity of the warranty claim, and if valid,

schedules for the exchange of the robot as quickly as possible.

Our Revenue Model

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 contracts.

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 Sold.

Evolution of Sales Model Mix

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 years (in thousands):

Year ended September 30,

2025 2024 Change

Product Sale $ 2,309 $ 1,357 $ 952

Leasing/Service/Rental 1,429 2,624 (1,195 )

RaaS 692 - 692

Other 615 259 356

$ 5,045 $ 4,240 $ 805

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

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 sources:

(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

As a company, we place strong emphasis on providing a positive customer experience for the client and their customers.

We provide nationwide installation, shipping, maintenance and warranty services.

Shipping and installation are coordinated with the client by our customer service and technician teams.

Maintenance services are provided for customers to prolong the longevity of the robots including onsite assistance as needed.

Maintenance visits typically encompass an overall health check on the robot, removal of debris and cleaning, edits to mapping or settings, and training of client staff.

For warranty claims, our customer service department works with the customer to verify the validity of the warranty claim, and if valid, schedules for the exchange of the robot as quickly as possible.

We endeavor to complete all exchanges within five business days.

customer service team also reaches out to our clients on a regular basis to ensure they are enjoying their use of their robot, and to

inquire about any service requests they may have.

robots support remote diagnostic functions so our technicians can provide quick and effective remote troubleshooting.

All customers are

provided lifetime remote customer support.

satisfaction also depends on whether a client is getting a product that is right for them and suits their space.

To this end, we have

a full in-house design team that provide customers with custom wrap designs, graphical user interfaces (GUIs), creates 3D renderings

of buildouts, and promotional materials for their staff and customers.

(Materials, Products and Other Supplies)

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.

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

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.

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 of $59,025.

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.”

and Sales, Distribution and Logistics

sales strategies aim to scale revenue as quickly as possible without relying on high expenditure of capital or human resources.

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

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.

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.

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

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.

This sales force is our liaison with our partners and customers, who foster these relationships

and build a solid foundation for the company.

market our products primarily through digital marketing, sales outreach, industry exhibitions, and client referrals.

Direct online inquiries

are the main source of our leads.

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.

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.

processing and logistics is managed internally.

The customer service team also reaches out to our clients on a regular basis to ensure they are enjoying their use of their robot, and to inquire about any service requests they may have.

All robots support remote diagnostic functions so our technicians can provide quick and effective remote troubleshooting.

All customers are provided lifetime remote customer support.

Customer satisfaction also depends on whether a client is getting a product that is right for them and suits their space.

To this end, we have a full in-house design team that provide customers with custom wrap designs, graphical user interfaces (GUIs), creates 3D renderings of buildouts and promotional materials for their staff and customers.

Suppliers (Materials, Products and Other Supplies)

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 and pricing.

Marketing and Sales, Distribution and Logistics

Our sales strategies aim to scale revenue as quickly as possible without relying on high expenditure of capital or human resources.

These strategies involve forming relationships, leveraging partner resources and finding the most effective methods to grow revenue.

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 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.

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 through digital marketing, sales outreach, industry exhibitions, and client referrals.

Direct online inquiries are the main source of our leads.

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 is managed internally.

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

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.

an order is placed into queue, our logistics team is made aware of the order and move to ready the products for shipping.

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.

Tracking information and freight costs are uploaded into our system by the logistics team to ensure this data

is readily available if needed.

and Development

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.

2024, we have continued to upgrade and iteratively develop ADAM.

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.

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.

delivery robots, we have focused on developing and refining hardware, software features, and workflows to suit specific needs in blue

ocean verticals.

We continue to work closely with our customers to understand problems from their perspective and develop solutions that

maximize the value of our AMRs in their business case.

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.

Real-time 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, and beyond.

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.

The sales team earns a sales commission on top of base salary and bonuses.

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.

We utilize a 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 years 2025 and 2024, we spent $3,302 thousand and $2,635 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.

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 2025, we have continued to upgrade and iteratively develop ADAM.

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.

For delivery robots, we have focused on developing and refining hardware, software features, and workflows to suit specific needs in blue ocean verticals.

We continue to work closely with our customers to understand problems from their perspective and develop solutions that maximize the value of our AMRs in their business case.

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

product manufacturing process starts with finding suitable suppliers.

The company’s internal product development and procurement

teams will search for suppliers according to technical requirements and consultation with existing suppliers.

We require all prospective

suppliers to sign confidentiality agreements before discussing details of the products and parts requirements.

The procurement team performs

a comprehensive comparison of suppliers based on product specifications, reputation, delivery cycle, price and other factors.

this process, we identify a preferred supplier and two alternative suppliers as backup.

Once suppliers are confirmed and contracted,

we move to the next step.

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.

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,

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.

business operations are based mainly in the U.S, except for some of our R&D work, which is based in China.

We currently employ a

team of 20 engineers through a third-party human resource company in China for R&D work.

The majority of our ODM and OEM partners

are also located in China.

currently have 9 pending patents and 3 approved patents.

Additionally, we will continue to file patent applications for our innovative

We also hold 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

SERVICE ROBOT

November 24, 2021

CLEANING ROBOT

November 24, 2021

AUTONOMOUS CLEANING ROBOT SYSTEM AND METHOD

August 4, 2022

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

June 24, 2024

Gripper For A Robotic Arm

June 24, 2024

RICHTECH ROBOTICS

CLOUFFEE & TEA

The company currently owns

and operates three domain names:

www.richtechrobotics.com

www.richtechrobot.com

www.richtechsystem.com

As of September 30, 2024,

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:

Our product manufacturing process starts with finding suitable suppliers.

The Company’s internal product development and procurement teams will search for suppliers according to technical requirements and consultation with existing suppliers.

We require all prospective suppliers to sign confidentiality agreements before discussing details of the products and parts requirements.

The procurement team performs a comprehensive comparison of suppliers based on product specifications, reputation, delivery cycle, price and other factors.

Through this process, we identify a preferred supplier and two alternative suppliers as backup.

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

To better meet the needs of our U.S.

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 stage.

A production schedule is formed around sales projections on a rolling three-month window.

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, 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.

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

Our business operations are based mainly in the U.S., except for some of our R&D work, which is based in China.

We currently employ a team of 20 engineers through 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 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.

We also maintain five U.S.

trademark registrations and have one U.S.

trademark applications pending, covering our corporate name and key product marks.

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.

TITLE COUNTRY FILING DATE STATUS

USD1028047S1 Service Robot U.S.

November 24, 2021 Issued

US11975656B2 Tray Stabilizer System for Food Delivery Robots U.S.

December 13, 2021 Issued

USD1039580S1 Vending Machine Assembly For An Autonomous Delivery Robot U.S.

July 12, 2022 Issued

USD1090655S Gripper for a Robotic Arm U.S.

June 24, 2024 Issued

USD1090656S Gripper for a Robotic Arm U.S.

June 24, 2024 Issued

29/908,343 Single Arm Robot U.S.

January 11, 2024 Pending

29/924,731 Powder Mixer U.S.

January 19, 2024 Pending

29/924,728 Mixer U.S.

January 19, 2024 Pending

MARK TYPE APPLICATION NO.

STATUS JURISDICTION

RICHTECH ROBOTICS Logo 97553162 Registered U.S.

RICHTECH ROBOTICS Standard Character 97553149 Registered U.S.

RICHTECH Logo 90869957 / 87884066 Registered U.S.

ADAM Standard Character 97734824 Pending U.S.

CLOUFFEE & TEA Logo 98418565 Registered U.S.

RICHIE Standard Character 97734917 Registered U.S.

As of September 30, 2025, 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.

employees 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:

Function Number of

Employees % of

Tech Support & Customer Service 3 5 %

2 unchanged sentences

Administration 8 15 %

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 feet.

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,

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.

The amount we have charged for each pilot program ranges between $500 and $17,000, depending on the product and services involved.

programs are run typically close to cost, and the amount charged to the client roughly covers our employee travel and product shipping

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.

orders placed after the pilot program constitute market orders reflecting fully commercialized products at market pricing.

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 the Original

Report, we have recognized $344,270 in revenue under this MSA.

$328,411 is reflected in our financials as of September 30, 2024.

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.

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 the Original 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.

agreed to 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

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.

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 the Original 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.

As of 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 $388.8 million in contract value, with $44.1 million 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.

The MSA 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”), H.C.

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, 2025.

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, 2025.

The ATM Agreement also contains customary representations and warranties and conditions to the sale of the shares pursuant thereto.

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 billion.

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 million.

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 $3.6 million, 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 $4.1 million, inclusive of a $0.05 million earnest money payment (the “Earnest Money”).

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

Our operations are subject

to numerous governmental laws and regulations, including those governing antitrust and competition, the environment, collection, recycling,

treatment and disposal of covered electronic products and components.

In addition, a number of

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.

Compliance with enhanced data protection laws requires additional resources and efforts,

and noncompliance with personal data protection regulations could result in increased regulatory enforcement and significant monetary

fines and costs.

Our operations are subject to numerous governmental laws and regulations, including those governing antitrust and competition, the environment, collection, recycling, treatment and disposal of covered electronic products and components.

In addition, a number of 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.

Compliance with enhanced data protection laws requires additional resources and efforts, and noncompliance with personal data protection regulations could result in increased regulatory enforcement and significant monetary fines and costs.

Available Information

Our website is located at

www.richtechrobotics.com, and our investor relations website is located at ir.richtechrobotics.com.

Access to copies of our SEC filings,

corporate governance information, and other items that may be material or of interest to our investors is available via our investor

relations website.

The contents of our websites are not incorporated by reference into this Report or in any other report or document

we file with the SEC, and any references to our websites are intended to be inactive textual references only.

Our website is located at www.richtechrobotics.com, and our investor relations website is located at ir.richtechrobotics.com.

Access to copies of our SEC filings, corporate governance information, and other items that may be material or of interest to our investors is available via our investor relations website.

The contents of our websites are not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

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

What changed 10-K/A

Item 1. Business