UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 2)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended September 30, 2024

 OR

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _____________ to ___________________

 Commission
file number: 001-41866

ROBOTICS INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 88-2870106

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 4175
Cameron St Ste 1

 Las
Vegas, NV 89103

 (Address
of principal executive offices)

 (866) 236-3835

 (Registrant's
telephone number, including area code)

registered pursuant to Section 12(b) of the Act:

 Title of Each Class:

 Trading Symbol(s):

 Name of Each Exchange on Which Registered:

 Class B Common Stock, par value $0.0001 per share

 RR

 The Nasdaq Stock Market LLC

registered pursuant to Section 12(g) of the Act:

 None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As of January 14, 2025, there were 39,934,846 shares of Class A common stock outstanding and 71,484,551 shares of Class B common stock outstanding.

 Explanatory
Note

 Richtech
Robotics Inc. (the "Company", "we", "our", or "us") is filing this Amendment No. 2
to its Annual Report on Form 10-K/A (the "Amendment") to amend its Annual Report on Form 10-K for the fiscal year ended
September 30, 2024, as filed with the Securities and Exchange Commission on January 14, 2025 (the "Original Report") and
amended on February 7, 2025 ((collectively, the "Report"), to (i) correct the number of shares of Class B common stock
outstanding as of January 14, 2024 on the cover and throughout the Report, (ii) remove the disclosures regarding RaaS sales models
in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" on page 43,
(iii) revise the disclosures regarding the evaluation of disclosure controls and procedures in "Item 9A. Controls and
Procedures" on page 49, (iv) revise the disclosures in "Item 9A. Controls and Procedures - Management's Annual
Report on Internal Control over Financial Reporting" on page 49 to provide management's conclusion regarding the
effectiveness of internal control over financial reporting as of September 30, 2024, (iv) correct certain typographical errors in
the Report of Independent Registered Public Accounting Firm, (v) revise the disclosures regarding stockholders' equity in Note
2 to the Financial Statements, (vi) add material issuances to "Note 6. Subsequent Events" in the Financial Statements,
(vii) update Exhibit 10.6 to the Report to reflect the Amended and Restated Richtech Robotics, Inc. 2023 Stock Option Plan, and
(viii) correct certain other typographical errors throughout the Report.

 Except
as described above, no other information included in the Original Report is being amended or updated by this Amendment and, other than
as described herein, this Amendment does not purport to reflect any information or events subsequent to the Original Report. This Amendment
continues to describe the conditions as of the date of the Original Report and, except as expressly contained herein, we have not updated,
modified or supplemented the disclosures contained in the Original Report.

 TABLE
OF CONTENTS

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and
 Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures
 About Market Risk

 Item 8.

 Financial Statements and Supplementary
 Data

 Item 9.

 Changes in and Disagreements with
 Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions
 that Prevent Inspections

 Item 10.

 Directors, Executive Officers and
 Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial
 Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related
 Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 PART
I

 CAUTIONARY
NOTE ON FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K (this "Report") contains forward-looking statements that involve risks and uncertainties. You
should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated
in the forward-looking statements for many reasons, including the reasons described in our "Business," "Risk Factors,"
and "Management Discussion and Analysis of Financial Condition and Result of Operations" sections, as well as those discussed
elsewhere in this Report. In some cases, you can identify these forward-looking statements by terms such as "anticipate,"
"believe," "continue," "could," "depends," "estimate," "expects,"
"intend," "may," "ongoing," "plan," "potential," "predict," "project,"
"should," "will," "would" or the negative of those terms or other similar expressions, although not
all forward-looking statements contain those words.

 Our
operations and business prospects are always subject to risks and uncertainties including, among others:

 Our ability to secure raw
 materials and components to manufacture sufficient quantities of robots to match demand;

 Our ability to secure enterprise
 clients and deals in the face of growing competition;

 Assumptions around the
 speed of robotic adoption in service environments;

 Assumptions relating to
 the size of the market for our products and services;

 Unanticipated regulations
 of robots and automation that add barriers to adoption and have a negative effect on our business;

 Our ability to obtain and
 maintain intellectual property protection for our products;

 Our estimates of expenses,
 future revenue, capital requirements and our needs for, or ability to obtain, additional financing.

 The
forward-looking statements in this Report represent our views as of the date of this Report. We anticipate that subsequent events and
developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in
the future, we have no current intention to do so except to the extent required by applicable law. You should, therefore, not rely on
these forward-looking statements as representing our views as of any date subsequent to the date of this Report.

 Unless
the context requires otherwise, references in this Report to "we," "us," "our," "our company,"
"the Company," "Richtech" or similar terminology refer to Richtech Robotics Inc., including its consolidated
subsidiaries.

 ITEM
1. Business

 Overview

 We
are a developer of advanced robotic technologies focused on transforming labor-intensive services in hospitality and other sectors currently
experiencing unprecedented labor shortages. With a global R&D team based out of China and the United States, we design, manufacture
and sell robots to restaurants, hotels, senior living centers, casinos, factories, movie theaters and other businesses. Our robots perform
a variety of services including restaurant running and bussing, hotel room service delivery, floor scrubbing and vacuuming, and beverage
and food preparation. We design our robots to be friendly, customizable to client environments, and extremely reliable. For example,
our food service delivery robots typically make over 1000 deliveries every month in busy environments, while our medical robots are utilized
for tasks such as delivering medications and supplies in hospitals, enhancing operational efficiency. Our current customer base includes
major hotel brands, national chain restaurants, leading senior care facilities, and top casino management companies, and prominent healthcare
institutions.

 Our
mission is to integrate robotics and automation into our everyday lives. We envision ourselves becoming the first robotics "Super-operator,"
where thousands of our robots are deployed out in the field and managed by Richtech's AI Cloud Platform (ACP). As a Super-operator,
our robotic fleet will be performing a wide variety of tasks within a business, from completing deliveries and scrubbing floors to cooking
noodles, preparing drinks, and supporting logistics in hospitals. Our ACP platform will allow businesses to plug in their robots and
immediately leverage an immense amount of data to optimize workflows, lower management complexity, and minimize labor dependency.

 Recent
Developments

 Ghost
Kitchens Letter of Intent

 On
October 16, 2024, we entered into a binding Letter of Intent (the "LOI") with Ghost Kitchens America. Under the terms of
the LOI, the parties agreed to enter into a franchise agreement, pursuant to which the Company will acquire exclusive rights to operate
20 Walmart-located "One Kitchen" restaurants in Arizona, Colorado, and Texas. These restaurants will be directly managed
by the Company's subsidiary, AlphaMax Management LLC, with the aim of optimizing restaurant operations through robotics and AI
cloud technology. The foregoing summary of the terms of the LOI are subject to, and qualified in their entirety by, the LOI, a copy of
which is filed as Exhibit 10.1 to this Report and are incorporated herein by reference.

 Registered
Offering

 On
August 29, 2024, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional
investors (the "Investors" and, together with the retail purchasers who purchased securities in the Offering (as defined
below) pursuant to the Company's prospectus, dated August 29, 2024, as filed with the Securities and Exchange Commission (the "SEC")
on August 30, 2024 (the "Prospectus"), the "Purchasers"). Pursuant to the terms of the Purchase Agreement and
the Prospectus, the Company agreed to sell, in a public offering (the "Offering"), (i) an aggregate of 13,242,963 shares
(the "Shares") of the Company's Class B common stock, (ii) pre-funded warrants to purchase up to 2,312,594 shares of
Class B common stock (the "Pre-Funded Warrants"), and (iii) warrants to purchase up to 15,555,557 shares of Class B common
stock (the "Common Warrants"), at a purchase price per Share and accompanying Common Warrant of $1.35. The Pre-Funded Warrants
were exercisable immediately on the date of issuance at an exercise price of $0.00001 per share and may be exercised at any time until
all of the Pre-Funded Warrants are exercised in full. 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.

 Rodman
& Renshaw LLC acted as the exclusive placement agent (the "Placement Agent") for the Company, on a "reasonable
best efforts" basis, in connection with the Offering. Pursuant to an engagement letter dated June 4, 2024, the Placement Agent
received a cash fee equal to 7.0% of the aggregate gross proceeds of the Offering. The Company also paid the Placement Agent certain
out-of-pocket expenses, including its legal counsel, in the amount of $80,000 and an additional $15,950 for its clearing expenses. The
Placement Agent also received warrants (the "Placement Agent Warrants") to purchase a number of shares of Common Stock equal
to 7.0% of the aggregate number of Shares and Pre-Funded Warrants sold in the Offering. The Placement Agent Warrants have substantially
the same terms as the Common Warrants, except that the Placement Agent Warrants have an exercise price of 125% of the combined offering
price per Share and accompanying Common Warrant and have an expiration date of five years from the commencement of sales in the Offering.

 The
net proceeds to the Company from the Offering, after deducting the Placement Agent's fees and expenses but before paying the Company's
estimated offering expenses, were approximately $19.4 million. The Company intends to use the net proceeds from the Offering for working
capital, general corporate purposes, including the further development of its product candidates, and the procurement of inventory, specifically
for robotic hardware.

 The
Shares, Pre-Funded Warrants, Common Warrants, Placement Agent Warrants and the shares of Class B common stock issuable upon exercise
of the Pre-Funded Warrants, Common Warrants, Placement Agent Warrants were offered and sold by the Company pursuant to the Prospectus,
which formed a part of the Company's registration statement on Form S-1 (File No. 333-281789), filed with the SEC on August 27,
2024 and subsequently declared effective on August 29, 2024, and an additional registration statement on Form S-1MEF filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, which became automatically effective on August 29, 2024.

 The
forms of the Purchase Agreement, the Pre-Funded Warrant, the Common Warrant, and the Placement Agent Warrant are filed as Exhibits 10.17,
4.3, 4.4, and 4.5, respectively, to this Report. The foregoing summaries of the terms of these documents are subject to, and qualified
in their entirety by, such documents, which are incorporated herein by reference.

 As
 of the date of 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.

 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
began trading on the Nasdaq Capital Market on November 17, 2023 under the symbol "RR."

 To
further support our clients in optimizing the use of ADAM robots and enhancing the efficiency of their operations, we established a wholly-owned
subsidiary, Alphamax Management LLC, in June 2024. Alphamax Management LLC provides business management and operational services to help
our clients better integrate robots into their workflow.

 Our
Products and Services

 Our
products are categorized into three kinds of service automation: indoor transport and delivery, sanitation, and food and beverage automation.
Our target market is the hospitality sector, which includes restaurants, hotels, casinos, resorts, senior care, hospitals, and movie
theaters. 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.

 The
majority of our robots can be characterized as Autonomous Mobile Robots ("AMRs"), meaning that our robots can understand
and move through its environment independently. AMRs differ from their predecessors, Autonomous Guided Vehicles ("AGVs"),
which rely on tracks or predefined paths and often require operator oversight. Our AMRs understand their environment through an array
of advanced sensors, with the primary sensor being a LiDAR which stands for Light Detection and Ranging. The LiDAR is able to create
a 2D map of the environment by sending out laser pulses and measuring the time it takes to bounce back, similar to sonar but far more
accurate. Secondary sensors such as RGBD cameras that detect color and depth of images, ultrasonic proximity sensors, and standard AI
machine vision that can recognize objects are used in sync to create an in-depth understanding of the robot's environment. These
sensors, combined with a robust navigation software stack based on AI algorithms, provides our robots the ability to perform dynamic
path planning through their environments.

 Our
ACP service is a business optimization tool that allows customers to benefit from the rich operational data generated by the robots.
Each AMR can operate independently in the real world and report data up to the ACP. The ACP can then utilize the data to optimize workflows,
enhance guest experiences, and minimize waste. The ACP will store robot utilization metrics for analyses and reporting, providing clients
with detailed operational data. Lastly, one of the most important features of the ACP is that it allows multiple types of robots to operate
in the same environment, utilizing the same integrations and providing data back to a centralized point.

 Indoor
Transport and Delivery

 In
the transport and delivery category we have four main product lines, the Matradee line of server assistant robots geared towards restaurants
and restaurant-like environments, the Medbot line designed specifically for hospital deliveries, the Titan line for heavy duty payloads
in central distribution facilities and general transport duties, and the Skylark line of service robots customized for hotel and room
service applications.

 Matradee
 is a robot designed for dining spaces that can be used for bussing, serving, hosting, advertising, and entertaining. For example,
Matradee will transport food from the kitchen to the table where a waiter can come by and serve the guests. 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.

 Matradee
was designed to have a large carrying capacity and to be able to carry as much food as three to four waiters combined per trip. The robot
is designed 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.

 One
of the biggest advantages of the Matradee is the ease of deployment and reliability. Standard deployments involving full installation
and staff training are typically completed within three to four hours. The robot is not connectivity dependent and can operate fully
offline. These features decrease the difficulty of deployments and dramatically increase the variety of environments in which the Matradee
can be deployed successfully. This allows more deployments, lower costs, and faster scaling.

 The
Matradee is currently deployed in restaurants, hotels, casinos, senior living homes, and factories. Many of these businesses have either
restaurants or have restaurants-like businesses so the primary task the robot performs is delivering food from the kitchen to the tables,
and bussing dirty dishes back to the dishpit. Some factory clients also utilize the Matradee for delivery of parts by making use of the
remote summoning feature to call the robot to specific stations to pick up items for delivery.

 Medbot
 is designed specifically for secure and efficient deliveries in hospitals and other healthcare spaces. This line of robots is
a rebranding of the Richie/Robbie robotic line to help customers better associate the robot to specific applications. The robot has 4
secured compartments that can be configured to deliver items to up to 4 different destinations per trip. Through our ACP, the Medbot
can travel on elevators and through secure doors providing a fully autonomous delivery solution in extremely dynamic environments. The
Medbot has a very robust suite of sensors that allows it to be very nimble and intelligent when navigating highly complex unstructured
environments around people as well as large obstructions like hospital beds and trash bins. From our deployments in the field, a fleet
of 5 Medbots can make around 8,000 deliveries per month, traveling over 600 miles, with over 600 hours of active runtime between them.
This alleviates one of the toughest tasks on hospital staff, and provides a very strong return on investment ("ROI") for
the hospital. We expect to launch multiple pilot installations in fiscal year 2025.

 Titan
 is the newest addition to our delivery robot lineup, adding an option for customers looking for more heavy duty AMR delivery
options. The current version of Titan can carry between 330 to 440 pounds, with additional models able to carry over 1,000 pounds in
development. 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. For
example, factories and warehouses can utilize Titan for delivery of large objects over large spaces, up and down elevators and through
secure doors. Titan broadens the applications where we can apply our AMR technology to improve efficiency and solve labor challenges.
We believe that Titan will play a large role in increasing the total number of robots deployed due to its broad applicability.

 Skylark
 represents a set of robots that are designed specifically for hotel and applications where room service is an element of the
client's business. This product's addressable market primarily consists of hotels, senior living, and apartment buildings.
The design of Skylark revolves around modularity, and adaptability to the environment it is deployed in. The system consists of a base
navigation module and several modular attachments specialized for specific tasks such as delivery or cleaning. Currently, the Skylark
has a cleaning attachment for vacuuming and mopping floors, and a enclosed delivery attachment for room service and package delivery.
Additional attachments are scheduled for release in the future, including a security and laundry attachment. One important element of
Skylark is that all attachments are customized specifically for the hotel environment. This means the design accounts for common issues
such as door width, elevator navigation, and specific low-obstacle avoidance problems not common in other AMR application scenarios.
The modular Skylark robot provides an all-in-one solution that emphasizes ROI and ease-of-use.

 Sanitation

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

 The
S is designed for medium sized environments under 100,000 sq. ft. 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.

 Future
models are expected to include an AI driven categorization system that adjusts the cleaning routine according to the type and intensity
of the mess being cleaned.

 The
MX is our largest unit capable of cleaning spaces up to 500,000 sq ft. Designed with professional cleaning in mind, the MX is a floor
scrubber tailored to large industrial and commercial spaces such as warehouses, factories, large hotel floors, event spaces, schools
and universities, and department 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.

 Data
collected by the ACP provide clients with utilization metrics as well as a cleaning map which show the path the robot took during its
cleaning routine. The ACP is expected to provide reminders for routine replacement of consumable and renewable components, and preemptive
maintenance alerts for all robots.

 Food
and Beverage Automation

 ADAM
 is our food and beverage automation robot developed on the NVIDIA Jetson Orin platform. The core concept
of ADAM is to develop a fully independent food and beverage business based entirely on robots and automation. The dual six-degree-of-freedom
robotic arms are designed to provide the same level of flexibility as a human arm, allowing ADAM to easily emulate human movements. We
designed ADAM to be friendly and approachable by giving it a white and round exterior, and designed it to look more like a robot than
a human to avoid the "uncanny valley" effect. (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. "Valley"
denotes a dip in the human observer's affinity for the replica, a relation that otherwise increases with the replica's human
likeness.) Future features are expected to include adding natural language processing to allow customers to directly speak their orders
to the robot as they would with an employee.

 ADAM
is capable of making a wide variety of beverages including coffee, craft cocktails, and Boba tea autonomously. ADAM is currently serving
customers at various venues across the country including inside supermarkets, stadiums, hospitals, and coffee shops across the country.
Since 2022, we have rented the ADAM system out for corporate and celebrity events. Clients included global tech firms, accounting firms,
global alcoholic beverage companies, and U.S. celebrities. In fiscal year 2024, we accomplished $857,000 in revenue from leasing ADAM
for events.

 Scorpion
 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. Additional AI camera systems allow for new features such as gesture and face recognition. These
additional features, along with the smaller footprint, provide a more intimate experience for guests. Scorpion also has the unique ability
to personalize any traditional cocktail recipe. Just tell Scorpion what mood you are in, and it will craft a totally unique cocktail
based on your input and information collected through its sensors. The smaller footprint allows for this intelligent AI bartender to
be deployed in a wider variety of environments, providing a more engaging and unique experience, while significantly improving ROI and
affordability.

 On
 October 17, 2024, we announced our plans to launch 20 robotic restaurant locations in Walmart
 stores across the country. As of the date of 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.

 Clouffee
& Tea

 Clouffee
& 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

 Our
Industry

 Our
product family was designed to provide labor-intensive businesses with robotic automation solutions. Hospitality is one of the most labor-intensive
industries, which is why we have deployed our robots across restaurants, hotels, casinos, hospitals, bars, event spaces, and senior living
homes.

 The
nonindustrial service robotics sector includes warehouse picker robots, self-driving floor scrubbers, customer service robots, delivery
robots, surgery robots, food harvesting robots for agriculture, underground and underwater inspection robots, security robots, military
defense robots, robots for healthcare logistics, drug research robots and others. The market is currently in the phase where end-users
and system integrators are still gaining experience in adoption and implementation of nonindustrial service robots. In North America,
the primary driver for adoption is expected to be the ongoing trend to automate menial or non-value-adding-tasks. These tasks include
cleaning, transport and delivery, hospital logistics, and food preparation.

 Market
Opportunities

 The
primary market for our robots and automation tools are businesses that cannot find affordable or reliable labor to perform certain task.
We believe that the current economic environment provides conditions that should drive growth. As of September 2024, there were 13.7
million job openings in the United States, surpassing the number of unemployed Americans. Two key markets for our service robots—restaurants
and hotels—present significant opportunities. The American Hotel and Lodging Association reports that the lodging industry encompasses
over 55,900 properties nationwide, with 1 in 25 U.S. jobs tied to this sector. The industry contributes an impressive $660 billion annually
to the nation's 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.

 The
healthcare sector is also experiencing an unprecedent shortage of workers. According to the American Hospital Association, there will
be a shortage of 100,000 critical health care workers by 2028. There is a large market opportunity in solving operational challenges
within hospitals due to the critical nature of patient care.

 An
October 2024 report released by the McKinsey Global Institute estimates that 40% of physical work done by people will be automated in
less than 20 years. 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
growth. We believe the excitement around robotics and automation will help accelerate customer adoption of our solutions.

 Future
Growth Opportunities

 Since
becoming a public company in November of 2023, we at Richtech have been focused on executing on our business objectives. The company
has made a full transition to offer primarily RaaS products to build a sustainable and scalable business model. We have deployed our
restaurant robotic concepts at strategic high-visibility locations. Our diverse customer base and pipeline spans businesses from healthcare
to automotive. 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
business. Below are the key components of our future growth strategy:

 Expansion
of RaaS Customer Base and Sales Pipeline

 2024
has been a momentous year for us, with plenty of transitions, new products and new verticals. Our foray into the healthcare space over
the last year has been brief but fruitful. We have signed an agreement for a multi-unit deployment at one of the most prestigious hospitals
in the country, with several pilot installations scheduled for Q1 2025 at a few of the largest health systems in the southeast. We have
opened conversations with over 15 integrated delivery networks (IDNs) representing over 300 individual acute care hospitals across the
country. Our vision is to become one of the largest holistic provider of hospital robotic automation systems in the country by 2026.
Combining our technical expertise with a sophisticated understanding of how to generate value in healthcare has meant that we are offering
cutting-edge services. Interest in automation within this vertical is very high and we plan to continue expanding in this space.

 Automotive
will also be a key vertical for us in the next few quarters. Adoption of our Titan robot has been rapid, challenging our teams to add
on additional staffing to cope with implementation demand. Our current customer pipeline represents over 1,000 end users. We believe
this market will have the highest number of robot deployments over the next few quarters.

 Within
all the verticals we work in, Richtech's objective is to solve issues efficiently, bringing value through innovative robotic solutions
that are reliable and cost effective. We continue to innovate, listen to our customers, and deliver competitive and quality solutions
to the market.

 Operational
Robotics Restaurants and Partnership with Ghost Kitchens

 In
the restaurant sector, our collaboration with Ghost Kitchens and operations in high-foot-traffic locations like Walmart represent a significant
growth opportunity. We have already secured 20 Walmart locations, with the first restaurant set to launch in December 2024. These robot-powered
restaurants integrate beverage preparation, food delivery, and other automated services, offering a unique customer experience and cost-efficiency.
To support this initiative, we have established Alphamax Management LLC, a wholly owned subsidiary dedicated to standardizing operations
and creating scalable models. These frameworks will serve as a blueprint for other operators, enabling us to monetize operational expertise
in the future. Additionally, our first self-owned brand, Clouffee & Tea, will open its inaugural franchise store in late January
2025, adding another dimension to our growth strategy.

 Strategic
Partnerships and New Initiatives

 We
continue to expand our partnerships to drive innovation and market penetration. Starting in 2025, we plan to launch a food trailer project
with our partners, targeting mobile food services. Through Zipphaus Plus LLC, our joint venture established in 2024, we have secured
partnerships with Peet's Coffee and Kaiser Permanente to operate robotic coffee shops, further diversifying our revenue streams
and enhancing brand visibility.

 Global
Expansion Across Key Markets

 As
part of our long-term growth plan, we are actively expanding our presence in international markets, including Asia, Australia, and Europe.
Leveraging joint ventures and distributor networks, we aim to establish a strong foothold in these regions. We expect these efforts to
contribute significantly to our revenue growth in fiscal year 2025 and beyond, reinforcing our position as a global leader in robotics
solutions.

 Our
Competitive Strengths

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

 First
 Mover Advantage: The nonindustrial service robotics market has no clearly defined market leader. Our Matradee robot is one
 of the earliest restaurant service robots to launch in the U.S. market, and we believe we are recognized by customers and competitors
 as an established brand in the restaurant service robotics space. We believe that there is only one other competitive product
 that was launched for room service delivery prior to our Richie and Robbie (now rebranded as Medbot) being introduced to the
 market. Based on our extensive knowledge of the service robotics industry, we believe ADAM to be one of the earliest commercialized
 humanoid robots in the U.S. that can be utilized to serve both food and beverages in a real-world environment. We have not seen
 any other dual-arm humanoid robot such as ADAM with full AI capabilities that has come to market and been deployed at any scale
 in the United States.

 Deployment Experience
 and Market Knowledge: The accumulation of experience operating in the US robotics sector gives us an upper hand against new market
 entrants. Our understanding of market dynamics and operational practices built up over the last several years puts us ahead of our
 competitors. This knowledge also allows us to be nimble and focus in on non-obvious profit centers and verticals. We understand what
 models work and why they work, allowing our team to build long-term strategic plans with minimized risks. Together with our technology
 advantage, business experience advantage, and operational efficiency advantage, we can execute on aggressive expansion plans in nascent
 markets with relatively low risk.

 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
 needs. If a hotel client is having difficulty finding servers for their restaurants, they are most likely also experiencing shortages
 in cleaning staff, front desk staff, room service staff, cooks, greeters, bartenders etc. Having a variety of products not only provides
 clients with a one-stop-shop for their service robotic needs, it also creates the impression that we are a reliable resource to consult
 as they approach the general adoption and implementation of robotic solutions across different sectors of their business. A broad
 product offering also opens opportunity for cross-selling and upselling within the same customer base.

 Distribution: We
 have an extensive network of distribution channels with over 30 regional and national distributors. These distribution partners span
 across a broad array of sectors including healthcare, senior living, hotels, and restaurants. Distribution partners are engaged after
 a review of market opportunities they bring to Richtech and their company's capabilities as a distributor. During this engagement
 process distribution terms are discussed and a distribution agreement is eventually signed.

 Enterprise Partnerships:
 We have executed Master Service Agreements ("MSAs") with several large enterprise customers that in total represent
 over 9,000 restaurants and hotels. Our enterprise customers represent the largest players in the restaurant, hotel, senior living,
 and casino industries. We believe our ability to form enterprise level partnerships will be a major differentiating factor between
 us and competitors over the next two-three years.

 Business Model: Richtech
 is at the forefront of the service robotics market with its current technology and resources to launch a robotics-based franchise
 business. We believe this is the best way to capitalize on our technology allowing us to produce food and beverage delivery products
 at a lower cost than competitors. This business model also solves for two of the significant problems the hospitality industry currently
 faces, labor and quality control. With our transition to Robot-as-a-service ("RaaS") for our AMR fleet, we are looking
 to build long-term relationships with Clients, guarantee strong recurring revenue, and create upsell potential for additional services.
 Our goal is to build a large base of RaaS and franchise customers that will allow us to leverage economies of scale as a competitive
 advantage.

 Market Coverage: Richtech
 currently provides deployment and maintenance services to the entire continental United States and Hawaii. We have deployments in
 over 40 states and anticipate adding more on a monthly basis. Our ability to maximize the addressable market should accelerate the
 growth of our business. With a larger market share, we can utilize economies of scale to better compete against our competitors.

 Our
Strategies

 We
intend to establish ourselves as the leading provider of service robotic solutions by developing, manufacturing, and deploying novel
products that address the growing need for automation across all key target sectors. The key components to our growth strategy include:

 Building our commercial
 organization: We plan to expand our sales teams to increase our coverage across specific target verticals. Currently,
 we are in the process of building sales and fulfillment teams specializing in specific target verticals such as healthcare, hotels,
 F&B and others. Sales teams will be guided by specific KPIs and sales goals aimed to achieve high quantity robot deployments.
 Support and fulfillment teams will continue to be scaled along with the number of deployments.

 Penetrate
 the hotel market with Medbot and Titan: The
 focus of our marketing and sales efforts will be on expanding our market share in high-value nascent
 market niches. This strategy is centered around tackling priority markets where there are currently
 few or no competitors. With our RaaS model, we plan to build a strong long-term customer base that
 we can leverage as we launch additional services in that niche. The goal is to to increase our market
 share and occupy a leading position in a short period of time.

 Launch
 and scale our robotics franchise brand: Our first robotic franchise location is expected to open in early 2025
 in Las Vegas for our Clouffee & Tea Robotic restaurant brand. We expect to expand this business with additional franchisees through
 fiscal year 2025. These locations will be in addition to our corporate owned robotic restaurant locations in Walmarts around the
 country. All restaurant operations will be done through our subsidiary hospitality management company, Alphamax Management LLC. A
 robotics-based restaurant business addresses the two biggest challenges facing franchisees of traditional restaurants today, which
 are labor and quality consistency. This opens the way for a wide variety of scalable businesses based on the ADAM system. We expect
 that the franchise robotic restaurant business will generate significant recurring revenue.

 Establish enterprise
 partnerships: We plan to continue to place strong emphasis on forming enterprise relationships all target sectors.
 We see enterprise adoption as the biggest stepping stone towards our success. By securing enterprise clients, we will be able to
 represent ourselves as the most qualified vendor in the service robotic market.

 Expanding our R&D
 team: We intend to continue to invest heavily in the technical development of new robots and expand our service offerings.
 This will require us to form additional technical teams to support this development. This new line of robotics will be focused on
 alleviating skilled nursing duties and substituting for strenuous repetitive tasks that are necessary to keep elderly guests healthy.

 International
 Expansion: We are in the process of concluding talks with parties located in Europe,
 Korea, China and Australia to establish joint ventures ("JVs") for the purpose
 of bringing our products to international markets. These JVs will be primarily run by our
 partners in those regions. The primary objective of the JVs will be to sell and distribute
 products, develop new region-specific or vertical-specific solutions, and tap into international
 resources for market expansion.

 Pivot
to Raas Business Model

 In
fiscal year 2025, we are moving to a RaaS business model for the majority of our mainstream robot solutions. The Robot-as-a-Service model
offers a more flexible, cost-effective, and scalable solution compared to outright robot purchases, making it the smarter choice for
both Richtech and our customers. For customers, RaaS eliminates the need for large upfront investments, turning capital expenses into
manageable operational costs. 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.

 In
industries with evolving needs, like automotive dealerships, RaaS aligns the goals of both the customer and the provider, transforming
robotics from a one-time transaction into a sustainable and profitable partnership. Through these partnerships, we plan to deepen our
understanding of the markets we serve and develop new high-value solutions that are tailored to customer needs. In the long run, this
approach will enhance the value of our robotic solutions, enabling us to create an integrated ecosystem that addresses broader business
challenges and deliver greater value to our customers.

 While
the transition to RaaS will require Richtech to take on additional risk when deploying robots due to the upfront investment in the robot
itself and setup costs, we believe that the benefits far outweigh 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
customers.

 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. These competitors are listed in the next section.

 Customer Education and
 Adoption: Since service robotics is still very new, customers are slow to make decisions and must go through a testing process
 to ensure the robots work for their business. This slows down the sales process which increases the cost of sales.

 Service Coverage and
 Costs: Our customers are spread across the country, and we have not yet reached the scale where we can support a nation-wide
 maintenance network. Therefore, currently have to rely on local third-party resources which are costlier.

 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.

 Rising Cost of Raw Materials:
 Inflationary pressures are also a concern as it is difficult to make reliable projections for the cost of components. This means
 profit margins could be affected, and our pricing would need to re-evaluated on a regular basis.

 Competition

 The
service robotics market is new so there is only a limited number of competitors. With the quality of our products, first mover advantages,
enterprise partnerships, and a holistic approach to customer needs, we believe we are in a strong position to win a large portion of
the market and establish ourselves as the premier provider of service robotics in the hospitality space. Our ACP platform also provides
a unique advantage as we believe no competitor is able to match the breadth of information we can collect through implementing robots
in multiple sectors of a client's business.

 The
companies which pose the greatest competitive challenges to us, by product line, are listed below:

 Matradee

 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.

 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.

 Medbot

 Savioke,
 Inc.: Founded in 2014, their Relay robot performs similar room service delivery tasks as Medbot. However, their robot has
 continued to face technical challenges which has stifled their growth. Our robots have larger carrying capacities and accessory
 functions such as the AVM which we believe provides more value to customers. Savioke was acquired by Relay Robotics Inc. in May 2022.

 Aethon: A long-time
 player in hospital delivery automation, established in 1997, the company is currently owned by the Singaporean sovereign wealth fund.
 While it has enjoyed being the only solution provider in the space for a number of decades, it has failed to impress customers, leaving
 most users looking for other solutions when contracts come to term. The technology they use is also outdated, their robots get lost,
 break down often, and cannot navigate around hallway obstacles.

 Titan

 Pudu
 Technology Inc.: Pudu is a robotics company based out of China that manufactures a variety
 of delivery robots. While Pudu robots are cheaper, they only operate in the United States
 through a distributor network and have no direct customer support or service network. While
 they have a similar robot to Titan, their product development teams are not as agile in providing
 custom solutions to customers.

 Skylark

 Savioke,
 Inc.: Savioke/Relay Robotics is the largest provider of hotel room service robotics in
 the US. Relay only provides one type of solution, while Skylark is multi-functional by design.
 The value of Skylark to the customer is higher than what is provided by Relay's product.

 DUST-E

 Avidbots Corp: Avidbots
 is a Canadian company that designs and manufactures Neo, which is a functional equivalent of the DUST-E MX. The MX offers similar
 functionality for over $10,000 less, and lower maintenance costs. Avidbots do not manufacture any other models of cleaning robots
 outside of Neo, limiting their ability to compete with us to only large public and commercial spaces.

 Tennant Company:
 Based in Minnesota, Tennant's T7AMR and equivalent robotic ride-on floor scrubbers are direct competitors to the MX. Tennent
 does not provide smaller cleaning robots limiting their ability to compete with us to only large public and commercial spaces. Additionally,
 the T7AMR is extremely bulky as it is designed to have a seat for the rider which severely limits its applications in environments
 that have narrow hallways such as schools, hospitals, and universities.

 ADAM

 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,
 Inc.: A Silicon Valley startup, Cafe X is a robotics coffee bar company that has implemented two robotic kiosks inside the
 San Francisco airport and one inside a museum in Dubai. ADAM is able to provide a wider array of food and beverage choices to customers.

 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 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.

 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 CEO and is 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, Click Up, Apollo.io, Jotform, and Google Workspace.
Hubspot is used as the preferred CRM for sales recordkeeping. Click Up and Jotform are used by the customer service and tech support team
to keep track of customer requests and schedule robot installations. Linked In 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.

 Internal
departments which include procurement, manufacturing, and accounting are overseen by the CFO. The manufacturing and procurement departments
primary focus is maintaining supply chains and delivery timelines specified by the CFO based on projections made according to sales data.
The accounting team processes accounts payables and receivables, audits internal accounting records, and generate financial reports.

 Our
Revenue Model

 Our
business model is currently a combination of direct sales and robotics-as-a-service. We both sell and lease our robots to customers and
provide accompanying services such as deployment, maintenance, and warranty services. To provide an effective comparison, the table below
shows the sales made under Richtech.

 FY2024

 FY2023

 Product Sale

 32.0
 %

 91.0
 %

 Service Sale

 43.3
 %

 5.7
 %

 Lease

 18.6
 %

 2.3
 %

 Other

 6.1
 %

 1.0
 %

 Our
Customers

 The
majority of our customer base is within the hospitality sector, which is an extremely diversified B2B market where the clients range
from individual mom and pop restaurants to large national or global enterprises. We have deployed close to 300 robots over the last several
fiscal years. 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.

 Heading
into fiscal year 2025, we are focused on executing expansion into additional market sectors beyond hospitality. We will focus on market
sectors where robotic-assisted operations present a very strong ROI equation with low deployment complexity. The goal will be maximizing
the number of robots deployed under the RaaS model in 2025.

 Clients
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, Linked In, door-knocking, the third is through conventions and networking, the fourth being referrals and
word-of-mouth.

 Customers
are often referred to us by other companies because of our proven track record of successful robotic deployments. For example, when we
deployed 28 robots for Flix Brewhouse, we were asked to perform an integration with their ticket management system which was operated
by another vendor. This integration was a success, which led to this vendor inviting us as a speaker to their annual customer conference
in February 2023. Another example of this is with a tax consulting firm. After meeting through a mutual customer, they invited us to
speak in front of their customers about the implications of robotics and how they could leverage robots in their businesses. There is
significant interest in robotics at the moment, companies often see us as a useful resource to provide value to their clients.

 While
our current customer base is in the B2B sector, we are actively expanding into the consumer sector with the launch of the ADAM robotic
franchises. These include our One Kitchen franchises within Walmart stores around the country and our Clouffee & Tea store in Las
Vegas. We plan to grow our customer base in both the B2B and B2C markets by making full use of our strategic advantages in each sector
and leveraging relationships within our distribution network.

 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.

 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)

 Richtech
has more than 20 major suppliers primarily located in the United States and China. For the Matradee, MedBot and DUST-E products, Richtech
outsources manufacturing to contract factories. These factories manufacture the robots to our specifications and installs our software.
For the ADAM system, the finished body components are manufactured in China and shipped to the United States where it is assembled. These
assembled components are then combined with materials purchased in the United States to complete the system.

 Our
largest current supplier, SUNWING INDUSTRIES LIMITED, provided $1,766,048.24 in materials in 2024. The second largest was UFACTORY TECHNOLOGY,
with a purchase amount of $203,400 in 2024. The third was NANJING YUDINGXIN ELECTRONIC, with a purchase amount of $97,875 in 2024. The
fourth was INCH TECHNOLOGY CO., LTD, with a purchase amount of $75,473.50 in 2024. The fifth was Maanshan Yushan Huigu design studio,
in 2024 with a purchase amount of $59,025.

 We
depend on sole source suppliers for certain components in our products, such as batteries and touchscreens. In many cases, we do not
have long-term supply agreements with these suppliers. Instead, our contract manufacturers typically purchase the components required
to manufacture our products on a purchase order basis. See "Risk Factors — Risks Related to Our Industry and Business —
Our products incorporate certain components from sole source suppliers, and if our contract manufacturers are unable to source these
components on a timely basis, due to fabrication capacity issues or other material supply constraints, or if there are interruptions
in our, or our contract manufacturers', relationships with these third-party suppliers, we may not be able to deliver our products
to our distributors and customers, which may adversely impact our business." and "Risk Factors — Risks Related to Our
Industry and Business — We rely on third party manufacturers/suppliers and expect to continue to do so for the foreseeable future.
This reliance on third parties increases the risk that we will not have sufficient quantities of our products or such quantities at an
acceptable cost, which could delay, prevent or impair our development or commercialization efforts."

 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. First,
we form relationships with companies that have the most influence and resources in each of the restaurant, hotel, and senior living sectors.
For restaurants, this means companies like major food distribution and point-of-sale companies that have a large distributed sales force
and a massive customer network in the United States. Hotel and senior living sectors are much more concentrated, so we primarily
focus on companies that set industry standards, and leverage our success with these companies to promote our brand and products. Second,
we build out networks of referral agents, independent sales agents, and distributors that provide high penetration into the market at
a local and regional level. Companies that wish to become our distributors or resellers must provide evidence they have the technical
know-how and financial capability to effectively represent our brand. Potential distributors are asked to provide evidence of strong
sales revenue, adequate technical support capabilities, and a list of customers they will be approaching with our product. Distributors
are only certified once we find that their customer base is a good fit for our products and they have the capabilities to represent our
brand. We currently have 12 certified distributors operating in the U.S., 35 certified independent sales agents, and an internal enterprise
sales team of 5. Third, we build and retain a professional internal enterprise sales force that is creative, driven, and believes in
the mission and values of the company. 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), National Restaurant Association Show, Future Travel Experience Global, Leading Age Annual Expo, Leading Age Leadership Conference,
National Restaurant Association Leadership Conference, and the Bar and Restaurant Exhibition. We also hosted sessions at these shows
to educate attendees on the value preposition around service robotics.

 Client
referrals and testimonials have also been a strong accelerant to our growth. At one of our recent conventions, we hosted a session where
two of our clients went on stage and spoke about the positive impacts of our robots. This included statistics such as how each robot
was saving them $36,856 per year in labor costs. As we mentioned, many of our clients also come through referrals from other companies
we meet via mutual customers. These companies introduce us to their clients as a resource for customers to learn about robotics and automation,
and how they can apply these solutions to their business.

 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
Manager. The Office General Manager checks that the order has been paid for, address information has been entered correctly, all required
documentation and approvals are uploaded, and generally ensures all proper procedure have been followed before placing into queue. When
an order is placed into queue, our logistics team is made aware of the order and move to ready the products for shipping. All robots
are quality control tested before packaging and leaving our warehouse. When fully packaged, a robot typically weighs between 200 to 700
pounds so a freight carrier is used. We utilize a selection of freight carriers including FedEx, TrumpCard, and Pegasus Logistics Group
among others for shipping. 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

 In
fiscal year 2024, fiscal year 2023 and fiscal year 2022, we spent $2,021 thousand, $1,980 thousand and $1,772 thousand on R&D, respectively.
Our R&D efforts in 2024 primarily focused on developing and testing innovative solutions tailored to various market verticals for
our humanoid and AMR robotic platforms. We remain committed to enhancing our competitive edge by creating groundbreaking solutions, advancing
at a pace ahead of our competitors, and capturing maximum market share in the emerging service robotics industry.

 In
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.

 We
have continued to add features and optimize the robotic cloud management platform to provide better management and data support, along
with operational data-based analysis capabilities. The management of robotic solutions under one umbrella continues to be one of our
major competitive advantages. As businesses expand their adoption of robotic solutions throughout their operations, the ACP allows simple
and easy implementation of new robotic workflows.

 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.

 The
rapid evolution of artificial intelligence, particularly in real-time image and voice processing, continues to redefine the capabilities
of modern robotics. These advancements enable robots to perform complex tasks with greater accuracy, adaptability, and speed, pushing
the boundaries of automation. 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.

 Production/Manufacturing

 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.

 The
next step in our manufacturing process is the selection of a manufacturing partner. Richtech does not own and operate our own manufacturing
plants, instead we use Original Design Manufacturer (ODM) and Original Equipment Manufacturer (OEM) partners that manufacture the products
according to our specifications. We identify and contact factories that qualify as potential OEM and ODM partner candidates to discuss
product of prototypes of our products. Factories are qualified by our procurement team using a process similar to how we select suppliers,
checking the capabilities, reputation, quality, delivery cycle, and price of these factories. Our product development and procurement
teams work with the factory to finalized the Bill of Materials (BOM) list, and provide technical specifications and other requirements
to these factories for the production of several prototypes. These prototypes are then rigorously tested by our development teams and
we go through an iterative process to refine the prototypes to make sure they meet our production standards. Both the software and hardware
of the robots go through multiple rounds of stress testing, with a final round of testing in a real-world application. Once the prototypes
pass internal stress tests, the product is then ready for the mass production stage.

 A
production schedule is formed around sales projections on a rolling three-month window. These sales projections are assembled by the
COO and sent to the CEO for approval. Once the schedule is approved, the procurement team reviews pricing according to the BOM list,
clarifies delivery timelines, signs the purchase contracts, and sends payments. After the production of the product is completed, our
procurement team will conduct an on-site quality inspection before the product is packaged and shipped to our warehouse in Las Vegas,
NV. Once the product arrives at our warehouse, the technical department will conduct a last round of software and hardware quality
control checks. This is to ensure nothing was damaged in shipping and that all elements of the product meet our requirements before delivery
to customers.

 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. The majority of our ODM and OEM partners
are also located in China.

 Intellectual
Property

 We
currently have 9 pending patents and 3 approved patents. Additionally, we will continue to file patent applications for our innovative
inventions. We also hold two registered trademarks, have four trademarks pending approval, and own and operate three domain names.

 Patents

 APPLICATION NUMBER

 TITLE

 COUNTRY

 FILING DATE

 STATUS

 17549815

 TRAY STABILIZER SYSTEM FOR FOOD DELIVERY ROBOTS

 U.S.

 December 13, 2021

 Published

 29790385

 SERVICE ROBOT

 U.S.

 November 24, 2021

 Published

 29790387

 CLEANING ROBOT

 U.S.

 November 24, 2021

 17817639

 AUTONOMOUS CLEANING ROBOT SYSTEM AND METHOD

 U.S.

 August 4, 2022

 Published

 29846011

 VENDING MACHINE ASSEMBLY FOR AN AUTONOMOUS DELIVERY ROBOT

 U.S.

 July 12, 2022

 29791849

 CLEANING ROBOT

 U.S.

 February 12, 2022

 29836627

 DEBRIS GATHERING BRUSH ASSEMBLY FOR A CLEANING ROBOT

 U.S.

 April 28, 2022

 29908343

 SINGLE ARM ROBOT

 U.S.

 January 11, 2024

 29924731

 POWDER MIXER

 U.S.

 January 19, 2024

 29924728

 MIXER

 U.S.

 January 19, 2024

 29948962

 Gripper For A Robotic Arm

 U.S.

 June 24, 2024

 29948968

 Gripper For A Robotic Arm

 U.S.

 June 24, 2024

 Trademarks

 Trademark

 Application

 Number

 Status

 Jurisdiction

 90869957

 Registered

 U.S.

 RICHTECH ROBOTICS

 97553162

 Registered

 U.S.

 ADAM

 97734824

 U.S.

 CLOUFFEE

 97834429

 U.S.

 CLOUFFEE & TEA

 98418565

 U.S.

 BREW BEAR

 98705998

 U.S.

 Domain Names

 The company currently owns
and operates three domain names:

 www.richtechrobotics.com

 www.richtechrobot.com

 www.richtechsystem.com

 Employees

 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:

 Function

 Employees

 % of
 Total

 R&D

 63.1
 %

 Tech Support & Customer Service

 5.3
 %

 Sales & Marketing

 %

 Business Operation

 8.8
 %

 Administration

 8.8
 %

 Total

 Properties

 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:

 Lessor

 Lessee

 Location

 Area

 (Square Feet)

 Annual Rent FY2025

 Current Term Expires

 Use

 Cameron Industrial Park,
 LLC

 Richtech Robotics Inc.

 4175 Cameron St, Ste 1 & 2 & A1 &A2 & C & 5, Las
 Vegas, NV 89103

 15,792

 $
 209,041.68

 August 31, 2027

 HQ

 Insurance

 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).

 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. Pilot
programs are run typically close to cost, and the amount charged to the client roughly covers our employee travel and product shipping
expenses. We may not charge the client for additional site visits that may be required (e.g. for product maintenance or support), but
the Company incurs no additional material costs to run these pilot programs. At the end of the pilot period, customers will decide whether
they want to enter into a longer-term contract with us for our products, either for purchase and/or lease to purchase programs. Purchase
orders placed after the pilot program constitute market orders reflecting fully commercialized products at market pricing. Several of
our pilot clients have already chosen to move forward with large scale purchase or lease orders following the pilot program.

 The usage of service robots
is a very new concept in the United States, and currently many companies are taking a wait-and-see approach to adoption. Larger corporations
and national franchises in particular generally take more time to test out and vet the application of new technologies such as service
robots. 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
categories: (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. We received
additional purchase orders totaling $127,626 under this MSA during the remainder of 2024. We expect more purchase orders to come in 2025.
The current term of the Gaming MSA terminates on the later of December 31, 2026 or the completion of services under the agreement. Either
party may terminate the agreement in the event of breach or default and failure to cure such breach or default within 30 days after receiving
written notice of such breach or default Pursuant to the Gaming MSA, we have granted to the customer a perpetual, non-revocable, fully
paid license (or fully paid sub-license, as the case may be) to allow the customer to use our intellectual property that may be embedded
in or associated with any work product delivered under the agreement.

 In January 2023, we executed
an MSA with a major hotel brand with over 5,000 properties worldwide (the "Hotel MSA") for purchases of our Matradee L robot.
We anticipate that the products covered under the Hotel MSA will expand to our other robots, such as cleaning and room service robots,
and a nationwide rollout of our products to the other hotel locations in the rest of 2023. As of the date of 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. We
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
year 2025.

 On October 16, 2024,
we entered into a binding LOI with Ghost Kitchens America. Under the terms of the LOI, the parties agreed to enter into a franchise agreement,
pursuant to which the Company will acquire exclusive rights to operate 20 Walmart-located "One Kitchen" restaurants. These
restaurants will be directly managed by the Company's subsidiary, AlphaMax Management LLC, with the aim of optimizing restaurant
operations through robotics and AI cloud technology. As of the date of the Original Report, two locations have been secured, one of which
is anticipated to be opened in early 2025.

 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. U.S. 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.

 ITEM 1A. Risk Factors

 Investing in our securities
involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other
information contained in this Report, before deciding to invest in our securities. If any of the following risks materialize, our business,
financial condition, results of operation and prospects will likely be materially and adversely affected. In that event, the market price
of our Class B common stock could decline, and you could lose all or part of your investment.

 An investment in our
Class B common stock involves a high degree of risks. You should carefully consider all of the information in this Report, including
the risks and uncertainties described below, before making an investment in our Class B common stock. Any of the following risks could
have a material adverse effect on our business, financial condition and results of operations. In any such case, the market price of
our Class B common stock could decline, and you may lose all or part of your investment.

 Risks Related to Our Industry and Business

 We operate in an emerging market, which
make it difficult to evaluate our business and prospects. If markets for service robotics develop more slowly than we expect, or long-term end-customer adoption
rates and demand are slower than we expect, our operating results and growth prospects could be harmed.

 While robots have been applied
to applications like industrial manufacturing and domestic in-home cleaning, the concept of commercial service robots is relatively new
and rapidly evolving, making our business and prospects difficult to evaluate. The growth and profitability of the service robotics market
depends on the increasing level of demand and acceptance of collaborative robots that operate alongside employees. We cannot be certain
that this will happen. If there is pushback against the adoption of robotics in everyday commercial applications, then this market may
develop more slowly than we expect, which could adversely impact our operating results and our ability to grow the business.

 We operate in an emerging industry that
is subject to rapid technological change and will experience increasing competition.

 Our product offerings compete
in a broad competitive landscape that include incumbent actors, and emerging players in the service robotics space, particularly in the
cleaning and indoor delivery automation. Our competitor base may develop new technologies or products that provide superior features
or are less expensive than our products. Our competitors may respond more quickly to new or emerging technologies, undertake more extensive
marketing campaigns, have greater financial, marketing, manufacturing and other resources than we do, or may be more successful in attracting
potential customers, employees and strategic partners. If we are not able to compete effectively, our business, prospects, financial
condition, and operating results will be negatively impacted.

 Our business plans require a significant
amount of capital. Future capital needs may require us to sell additional equity or debt securities that may dilute its stockholders.

 While we are near profitability
today, we intend to expand operations outside the United States and continue to invest in the research and development of our AI
Cloud Platform. We anticipate that we will continue to incur expenses for the foreseeable future as we continue to advance our products
and services, expand our corporate infrastructure, including the costs associated with being a public company and further our research
and development initiatives for our products. We are subject to all of the risks typically related to the development of robotics, and
we may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business.
We believe that our existing cash will fund our current operating plans through at least the next twelve months. We anticipate
that we will need additional funding in connection with our continuing operations after twelve months. Until we can generate a sufficient
amount of revenue from the commercialization of our products and services, if ever, we expect to finance our future cash needs through
public or private equity or debt financings, third-party (including government) funding and marketing and distribution arrangements,
as well as other collaborations, strategic alliances and licensing arrangements, or any combination of these approaches.

 We have limited experience in operating
our robots in a variety of environments. Unforeseen safety issues with our products could result in injuries to people which could result
in adverse effects on our business and reputation.

 Our robots operate autonomously
in environments, such as restaurants, hotels, casinos, and healthcare facilities, that are surrounded by various moving and stationary
physical obstacles and by human and vehicles. Such environments are prone to collisions, unintended interactions and various other incidents,
regardless of our technology. Therefore, there is a possibility that our robots may be involved in a collision with any number of such
obstacles or even a human being. Our robots are equipped with advanced sensors that are designed to effectively prevent any such incidents
and are intended to stop any motion at the detection of intervening objects. Nevertheless, real-life environments, especially those in
crowded areas, are unpredictable and situations may arise in which our robots may not perform as intended. A highly publicized incident
of our autonomous robots causing injuries to people could lead to negative publicity and subject us to lawsuits. Such lawsuits or adverse
publicity would negatively affect our band and harm our business, prospects, financial condition and operating results.

 We currently have and target many customers,
suppliers and production counterparties that are large corporations with substantial negotiating power, exacting product, quality and
warranty standards and potentially competitive internal solutions. If we are unable to sell our products to these customers or are unable
to enter into agreements with customers, suppliers and production counterparties on satisfactory terms, our prospects and results of
operations will be adversely affected.

 Several of our customers
and potential customers are large, multinational corporations with substantial negotiating power relative to us. These large, multinational
corporations are also aware of competitor products and are actively engaging with competitors to determine which products they like better.
Meeting the requirements and securing contracts with any of these companies will require a substantial investment of our time and resource.
We cannot assure you that our products will be the one these companies will choose, or that we will generate meaningful revenue from
the sales of our products to these key potential customers. If our products are not selected by these large corporations or if these
corporations decide to go with a competitor, it will have an adverse effect on our business.

 We must successfully manage product introductions
and transitions in order to remain competitive.

 We must continually develop
new and improved robotic solutions that meet changing consumer demands. Moreover, the introduction of new products is a complex task
involving significant expenditures in research and development, promotion and sales channel development, and management of existing inventories
to reduce the cost associated with returns and slow moving inventory. We must introduce new robotic solutions in a timely and cost-effective
manner, and we must secure production orders for those solutions from our contract manufacturers and component suppliers. The development
of new robotic solutions is a highly complex process, and while we have a large number of product introductions coming, the successful
development and introduction of new robotic solutions depends on a number of factors, including the following:

 the accuracy of our forecasts for market requirements beyond near term
 visibility;

 our ability to anticipate and react to new technologies and evolving
 consumer trends;

 our development, licensing or acquisition of new technologies;

 our timely completion of new designs and development;

 the ability of our contract manufacturers to cost-effectively manufacture
 our new robotic solutions;

 the availability of materials and key components used in the manufacture
 of our new robotic solutions; and

 our ability to attract and retain world-class research and development
 personnel.

 If any of these or other
factors becomes problematic, we may not be able to develop and introduce new robotic solutions in a timely or cost-effective manner,
and our business may be harmed.

 Our international expansion plans, if implemented,
will subject us to a variety of risks that may harm our business.

 We have limited experience
managing the administrative aspects of a global organization. While we intend to continue to explore opportunities to expand our business
in international service robotics markets in which we see compelling opportunities, we may not be able to create or maintain international
market demand for our products. In addition, as we expand our operations internationally, our support organization will face additional
challenges, including those associated with delivering support, training and documentation in languages other than English. We may also
be subject to new statutory restrictions and risks. If we invest substantial time and resources to expand our international operations
and are unable to do so successfully and in a timely manner, our business and financial condition may be harmed.

 In the course of expanding
our international operations and operating overseas, we will be subject to a variety of risks, including:

 differing regulatory requirements, including tax laws, trade laws,
 labor regulations, tariffs, export quotas, custom duties or other trade restrictions;

 greater difficulty supporting and localizing our products;

 challenges inherent in efficiently managing an increased number of
 employees over large geographic distances, including the need to implement appropriate systems, policies, compensation and benefits
 and compliance programs;

 differing legal and court systems, including limited or unfavorable
 intellectual property protection;

 risk of change in international political or economic conditions;

 restrictions on the repatriation of earnings; and

 working capital constraints.

 We continue to implement strategic initiatives
designed to grow our business. These initiatives may prove costlier than we currently anticipate and we may not succeed in increasing
our revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.

 We continue to make investments
and implement initiatives designed to grow our business, including:

 investing in research and development;

 expanding our sales and marketing efforts to attract new customers
 across industries;

 investing in new applications and markets for our products;

 further enhancing our manufacturing processes and partnerships; and

 investing in legal, accounting, and other administrative functions
 necessary to support our operations as a public company.

 These initiatives may prove
more expensive than we currently anticipate, and we may not succeed in increasing our revenue, if at all, in an amount sufficient to
offset these higher expenses and to achieve and maintain profitability. The market opportunities we are pursuing are at an early stage
of development, and it may be many years before the end markets we expect to serve generate significant demand for our products
at scale, if at all.

 Our reputation and brand recognition is
crucial to our business. Any harm to our reputation or failure to enhance our brand recognition may materially and adversely affect our
business, financial condition and results of operations.

 Our reputation and brand
recognition, which depends on earning and maintaining the trust and confidence of our current or potential clients, is critical to our
business. We strive to enhance our brand recognition, to attract new customers and to maintain existing customers by consistently delivering
high quality products as well as superior customer experiences. Our reputation and brand are vulnerable to many threats that could be
difficult or impossible to control, and costly or impossible to remediate. Regulatory inquiries or investigations, lawsuits initiated
by clients or other third parties, employee misconduct, perceptions of conflicts of interest and rumors, among other things, could substantially
damage our reputation, even if they are baseless or satisfactorily addressed. We may choose to or be compelled to undertake product recalls
or take other similar actions, which could subject us to adverse publicity, damage our brand and expose us to financial liability. Moreover,
any negative media publicity about our industry in general or product or service quality problems of other companies in our industry,
including our competitors, may also negatively impact our reputation and brand. If we are unable to maintain a good reputation or further
enhance our brand recognition, our ability to attract and retain customers and key employees could be harmed and, as a result, our business
and revenues would be materially and adversely affected.

 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.

 We rely, and expect to continue
to rely, on third party manufacturers/suppliers. This reliance on third party manufacturers/suppliers 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. Additionally, we may be unable to establish or continue any agreements with third-party manufacturers/suppliers
or to do so on acceptable terms. Even if we are able to establish agreements with third-party manufacturers/suppliers, reliance
on third-party manufacturers/suppliers entails additional risks, including:

 failure of third-party manufacturers/suppliers to comply with regulatory
 requirements and maintain quality assurance;

 breach of the manufacturing/supply agreement by the third party;

 failure to manufacture/supply our product according to our specifications;

 failure to manufacture/supply our product according to our schedule
 or at all;

 misappropriation of our proprietary information, including our trade
 secrets and know-how; and

 termination or nonrenewal of the agreement by the third party at a
 time that is costly or inconvenient for us.

 If our current or future
third-party manufacturers/suppliers cannot perform as agreed, we may be required to replace such manufacturers/suppliers and we may be
unable to replace them on a timely basis or at all. Our current and anticipated future dependence upon third party manufacturers/suppliers
may adversely affect our future profit margins and our ability to commercialize any products that receive marketing approval on a timely
and competitive basis.

 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.

 We depend on sole source
suppliers for certain components in our products, such as batteries and touchscreens. We have strategically chosen to sole source some
of our supplies in order to ensure the best quality at the best prices. While we believe none of our sole source suppliers are irreplaceable
and that our business is not substantially dependent on any one supplier, a small degree of risk may still exist in terms of cost and
delay involved in switching to new suppliers. For example, these sole source suppliers could be constrained by fabrication capacity issues
or material supply issues, stop producing such components, cease operations or be acquired by, or enter into exclusive arrangements with,
our competitors or other companies. 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. As a result, most of
these suppliers can stop selling to us at any time, requiring us to find another source, or can raise their prices, which could impact
our gross margins. Any such interruption or delay may force us to seek similar components from alternative sources, which may cause a
delay in our product shipments. In the event we are unable to procure components from our current supplier, we may switch to a different
supplier and our products can be redesigned to work with different components. Such redesign may involve engineering changes and time
and effort, which may cause delays in shipment of our products and adversely affect our operating results. We plan to continue to diversify
our suppliers and implement contingency plans in order to minimize any potential supply disruptions.

 Our reliance on sole source
suppliers involves a number of additional risks, including risks related to:

 supplier capacity constraints;

 price increases;

 timely delivery;

 component quality; and

 delays in, or the inability to execute on, a supplier roadmap for components
 and technologies.

 We have a global supply
chain and global pandemics, the military conflicts in Ukraine and in the Middle East and other macroeconomic factors may adversely
affect our ability to source components in a timely or cost-effective manner from our third-party suppliers due to, among other things,
work stoppages or interruptions. In addition, the lead times associated with certain components are lengthy and preclude rapid changes
in quantities and delivery schedules. We have in the past experienced, and may in the future experience, component shortages and price
fluctuations of key components and materials, and the predictability of the availability and pricing of these components may be limited.
Component shortages or pricing fluctuations could be material in the future. In the event of a component shortage, supply interruption,
or a material pricing change from suppliers of these components, we may not be able to develop alternate sources in a timely manner,
or at all, especially in the case of sole or limited source items. Developing alternate sources of supply for these components may be
time-consuming, difficult, and costly and we may not be able to source these components on terms that are acceptable to us, or at all,
which may undermine our ability to meet our requirements or to fill customer orders in a timely manner. Any interruption or delay in
the supply of any parts or components, or the inability to obtain parts or components from alternate sources at acceptable prices and
within a reasonable amount of time, would adversely affect our ability to meet our scheduled product deliveries to our customers. This
could adversely affect our relationships with our customers and partners and could cause delays in shipment of our products and adversely
affect our operating results.

 Components used in our sensors may fail
as a result of manufacturing, design or other defects over which we have no control and render our devices permanently inoperable.

 We rely on third-party component
suppliers to provide certain functionalities needed for the operation and use of our devices. Any errors or defects in such third-party
technology could result in errors in our sensors that could harm our business. If these components have a manufacturing, design or other
defect, they can cause our sensors to fail and render them permanently inoperable. As a result, we may have to replace these sensors
at our sole cost and expense. Should we have a widespread problem of this kind, our reputation in the market could be adversely affected
and our replacement of these sensors would harm our business.

 Our robots are highly technical and could
be vulnerable to hardware errors or software bugs, which may harm our reputation and our business.

 Bugs and errors could diminish
performance, create security vulnerabilities, affect data quality in logs or interfere with interpretation of data, or even cause personal
injury accidents. Some errors may only be detected under certain circumstances or after extended use. We update our software and firmware
on a regular basis, in spite of extensive quality screening, if a bug were to occur in the process of an update, it could result in devices
becoming permanently disabled or operate incorrectly.

 We offer a limited warranty
on all products and any such defects discovered in our products could result in loss of revenue or delay in revenue recognition, loss
of customer goodwill and increased service costs, any of which could harm our business, operating results and financial condition. We
could also face claims for product or information liability, tort or breach of warranty. Defending a lawsuit, regardless of its merit,
is costly and may divert management's attention and adversely affect the market's perception of us and our devices. In addition,
if our business liability insurance coverage proves inadequate or future coverage is unavailable on acceptable terms or at all, our business
could be harmed.

 We may incur significant direct or indirect
liabilities in connection with our product warranties which could adversely affect our business and operating results.

 We typically offer a limited
product warranty that requires our products to conform to the applicable specifications and be free from defects in materials and workmanship
for a limited warranty period. As a result of increased competition and changing standards in our target markets, we may be required
to increase our warranty period length and the scope of our warranty. To be competitive, we may be required to implement these increases
before we are able to determine the economic impact of an increase. Accordingly, we may be at risk that any such warranty increase could
result in foreseeable and unforeseeable losses for the company.

 Our future success depends in part on recruiting
and retaining key personnel and if we fail to do so, it may be more difficult for us to execute our business strategy. The economy is
currently experiencing a labor shortage and we will need to hire additional qualified personnel to effectively implement our strategic
plan, and if we are unable to attract and retain highly qualified employees, we may not be able to continue to grow our business.

 Our ability to compete and
grow depends in large part on the efforts and talents of our employees. Our employees, particularly engineers and other product developers,
are in high demand, and we devote significant resources to identifying, hiring, training, successfully integrating and retaining these
employees. As competition with other companies increases, we may incur significant expenses in attracting and retaining high quality
software and hardware engineers and other employees. The loss of employees or the inability to hire additional skilled employees as necessary
to support the growth of our business and the scale of our operations could result in significant disruptions to our business, and the
integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.

 We believe a critical component
to our success and our ability to retain our best people is our culture. As we continue to grow, we may find it difficult to maintain
our entrepreneurial, execution-focused culture.

 Our insurance coverage strategy may not
be adequate to protect us from all business risks.

 We have limited liability
insurance coverage for our products and business operations. It is possible that an adverse product liability claim could arise in excess
of our coverage. If we incur any loss that is not covered by our insurance policies, or the compensated amount is significantly less
than our actual loss, our business, financial condition and results of operations could be materially and adversely affected. In addition,
we do not have any business disruption insurance. Any business disruption event could result in substantial cost to us and diversion
of our resources.

 Additionally, insurance
rates have in the past been subject to wide fluctuation and may be unavailable on terms that we or our customers believe are economically
acceptable. Reductions in coverage, changes in the insurance markets and accidents affecting our industry may result in further increases
in our cost and higher deductibles and retentions in future years and may also result in reduced activity levels in certain markets.
As a result, we may not be able to continue to obtain insurance on commercially reasonable terms. Any of these events could have an adverse
impact on our business, financial condition and results of operations.

 Risks Related to Our Intellectual Property

 If we fail to protect or enforce our intellectual
property or proprietary rights, our business and operating results could be harmed.

 We currently own the rights
to all of our intellectual property, including three approved patents and nine pending patents. We regard the protection of our patents,
trade secrets, copyrights, trademarks, trade dress, domain names and other intellectual property or proprietary rights as critical to
our success. We strive to protect our intellectual property rights by relying on federal, state and common law rights, as well as contractual
restrictions. We seek to protect our confidential proprietary information, in part, by entering into confidentiality agreements and invention
assignment agreements with all our employees, consultants, advisors and any third parties who have access to our proprietary know-how, information
or technology. However, we cannot be certain that we have executed such agreements with all parties who may have helped to develop our
intellectual property or who had access to our proprietary information, nor can we be certain that our agreements will not be breached.
Any party with whom we have executed such an agreement could potentially breach that agreement and disclose our proprietary information,
including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. We cannot guarantee that our trade
secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our
trade secrets or independently develop substantially equivalent information and techniques. Detecting the disclosure or misappropriation
of a trade secret and enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, time- consuming
and could result in substantial costs and the outcome of such a claim is unpredictable. Further, the laws of certain foreign countries
do not protect proprietary rights to the same extent or in the same manner as the laws of the United States. As a result, we may
encounter significant problems in protecting and defending our intellectual property or proprietary rights both in the United States
and abroad. If we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop
any of our trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could harm our business.

 We have three approved technology
patents and nine technology patents pending and will in the future file patent applications on inventions that we deem to be innovative.
Our ownership of the patents and pending patents are not subject to restrictions or any other arrangements with third parties. However,
there is no guarantee that our patent applications will be issued as granted patents, that the scope of the protection gained will be
sufficient or that an issued patent may subsequently be deemed invalid or unenforceable. Patent laws, and scope of coverage afforded
by them, have recently been subject to significant changes, such as the change to "first-to-file" from "first-to-invent" resulting
from the Leahy-Smith America Invents Act. This change in the determination of inventorship may result in inventors and companies having
to file patent applications more frequently to preserve rights in their inventions, which may favor larger competitors that have the
resources to file more patent applications. Another change to the patent laws may incentivize third parties to challenge any issued patent
in the United States Patent and Trademark Office (the "USPTO"), as opposed to having to bring such an action in U.S. federal
court. Any invalidation of a patent claim could have a significant impact on our ability to protect the innovations contained within
our devices and could harm our business.

 The USPTO and various foreign
governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other provisions to maintain
patent applications and issued patents. We may fail to take the necessary actions and to pay the applicable fees to obtain or maintain
our patents. Non-compliance with these requirements can result in abandonment or lapse of a patent or patent application, resulting
in partial or complete loss of patent rights in the relevant jurisdiction. In such an event, competitors might be able to use our technologies
and enter the market earlier than would otherwise have been the case.

 We pursue the registration
of our domain names, trademarks and service marks in the United States and in certain locations outside the United States.
We are seeking to protect our trademarks, patents and domain names in an increasing number of jurisdictions, a process that is expensive
and time-consuming and may not be successful or which we may not pursue in every location.

 Litigation may be necessary
to enforce our intellectual property or proprietary rights, protect our trade secrets or determine the validity and scope of proprietary
rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs, adverse publicity
or diversion of management and technical resources, any of which could adversely affect our business and operating results. If we fail
to maintain, protect and enhance our intellectual property or proprietary rights, our business may be harmed.

 In addition to patented technology, we
rely on our unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.

 We rely on proprietary information
(such as trade secrets, know-how and confidential information) to protect intellectual property that may not be patentable
or subject to copyright, trademark, trade dress or service mark protection, or that we believe is best protected by means that do not
require public disclosure. We generally seek to protect this proprietary information by entering into confidentiality agreements, or
consulting, services or employment agreements that contain non-disclosure and non-use provisions with our employees,
consultants, contractors and third parties. However, we may fail to enter into the necessary agreements, and even if entered into, these
agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of our proprietary
information, may be limited as to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of
proprietary information. We have limited control over the protection of trade secrets used by our current or future manufacturing partners
and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, our
proprietary information may otherwise become known or be independently developed by our competitors or other third parties. To the extent
that our employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work
for us, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation
could be necessary to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain protection for our
proprietary information could adversely affect our competitive business position. Furthermore, laws regarding trade secret rights in
certain markets where we operate may afford little or no protection to its trade secrets.

 We also rely on physical
and electronic security measures to protect our proprietary information, but we cannot provide assurance that these security measures
will not be breached or provide adequate protection for our property. There is a risk that third parties may obtain and improperly utilize
our proprietary information to our competitive disadvantage. We may not be able to detect or prevent the unauthorized use of such information
or take appropriate and timely steps to enforce our intellectual property rights.

 Under a certain number of our agreements,
we are required to provide indemnification in the event our technology causes harm to third parties.

 In certain of our agreements,
we indemnify our customers and manufacturing partners. We could incur significant expenses defending these partners if they are sued
for patent infringement based on allegations related to our technology. In addition, if a partner were to lose a lawsuit and in turn
seek indemnification from us, we could be subject to significant monetary liabilities. While such contracts typically give us multiple
remedies for addressing instances of infringements, such remedies (e.g. product modification, purchase of licenses) could be expensive
and difficult to administer.

 Risks Related to Compliance

 We may become subject to new or changing
governmental regulations relating to the design, manufacturing, marketing, distribution, servicing, or use of its products, and a failure
to comply with such regulations could lead to withdrawal or recall of our products from the market, delay our projected revenues,
increase cost, or make our business unviable if it is unable to modify its products to comply.

 We may become subject to
new or changing international, federal, state and local regulations, including laws relating to the design, manufacturing, marketing,
distribution, servicing or use of its products. Such laws and regulations may require us to pause sales and modify its products, which
could result in a material adverse effect on its revenues and financial condition. Such laws and regulations can also give rise to liability
such as fines and penalties, property damage, bodily injury and cleanup costs. Capital and operating expenses needed to comply with laws
and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension
of production or a cessation of our operations. Any failure to comply with such laws or regulations could lead to withdrawal or recall
of our products from the market.

 We may become involved in legal and regulatory
proceedings and commercial or contractual disputes, which could have an adverse effect on our profitability and financial position.

 We may be, from time to
time, involved in litigation, regulatory proceedings and commercial or contractual disputes that may be significant. These matters may
include, without limitation, disputes with our suppliers and customers, intellectual property claims, stockholder litigation, government
investigations, class action lawsuits, personal injury claims, environmental issues, customs and Value Added Tax (VAT) disputes and employment
and tax issues. In addition, we have in the past and could face in the future a variety of labor and employment claims against us, related
to, but not limited to, general employment practices and wrongful acts. In such matters, private parties or other entities may seek to
recover from us indeterminate amounts in penalties or monetary damages. These types of lawsuits could require significant management
time and attention or could involve substantial legal liability, and/or substantial expenses to defend. Often these cases raise complex
factual and legal issues and create risks and uncertainties. No assurances can be given that any proceedings and claims will not have
a material adverse impact on our consolidated financial position or that our established reserves or our available insurance will mitigate
this impact.

 We are subject to, and must remain in compliance
with, numerous laws and governmental regulations across various jurisdictions concerning the manufacturing, use, distribution and sale
of our products.

 We manufacture and sell
products that contain electronic components, and such components may contain materials that are subject to government regulation in both
the locations where we manufacture and assembles our products, as well as the locations where we sell our products. For example, certain
regulations limit the use of lead in electronic components. Since we operate on a global basis, this is a complex process which requires
continuous monitoring of regulations and an ongoing compliance process to ensure that we, and our suppliers, are in compliance with all
existing regulations. If there is an unanticipated new regulation that significantly impacts our use of various components or requires
more expensive components, that regulation could materially adversely affect our business, results of operations and financial condition.

 We are subject to U.S. and foreign
anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other serious consequences for violations,
which can harm our business.

 We are subject to the U.S. Foreign
Corrupt Practices Act, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the Money
Laundering Control Act 18 U.S.C. §§ 1956 and 1957, and other anti-bribery and anti-money laundering laws in countries
in which we conduct activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors
and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else
of value to recipients in the public or private sector, and require that we keep accurate books and records and maintain internal accounting
controls designed to prevent any such actions. We can be held liable for the corrupt or other illegal activities of our employees, agents,
contractors and other collaborators, even if we do not explicitly authorize or have actual knowledge of such activities.

 As we increase our international
cross-border business and expand our operations abroad, we may continue to engage with business partners and third-party intermediaries
to market our services and to obtain necessary permits, licenses and other regulatory approvals. In addition, we or our third-party intermediaries
may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We
can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors,
partners and agents, even if we do not explicitly authorize such activities. We cannot assure you that all of our employees and agents
will not take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we increase
our international business, our risks under these laws may increase.

 Detecting, investigating
and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources and attention
from management. In addition, non-compliance with anti- corruption or anti-bribery laws could subject us to whistleblower complaints,
investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties, injunctions,
suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage and other collateral consequences.
If any subpoenas are received or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail
in any possible civil or criminal proceeding, our business, operating results and financial condition could be materially harmed.

 We are subject to governmental export controls
and sanctions laws and regulations that could impair our ability to compete in international markets and subject us to liability if we
are not in compliance with applicable laws. Changes to such laws and regulations, as well as changes to trade policy, import laws, and
tariffs, may also have a material adverse effect on our business, financial condition and results of operations.

 Exports of our products
are subject to export controls and sanctions laws and regulations imposed by the U.S. government and administered by the U.S. Departments
of State, Commerce, and Treasury. U.S. export control laws may require a license or other authorization to export products to certain
destinations and end users. In addition, U.S. economic sanctions laws include restrictions or prohibitions on engaging in any transactions
or dealings, including receiving investment or financing from, or engaging in the sale or supply of products and services to, U.S. embargoed
or sanctioned countries, governments, persons and entities. Obtaining export authorizations can be difficult, costly and time- consuming
and we may not always be successful in obtaining such authorizations, and our failure to obtain required export approval for our products
or limitations on our ability to export or sell our products imposed by export control or sanctions laws may harm our revenues and adversely
affect our business, financial condition, and results of operations. Non-compliance with these laws could have negative consequences,
including government investigations, penalties and reputational harm.

 Further, any changes in
global political, regulatory and economic conditions, such as the military conflict involving Russia and Ukraine and the sanctions imposed
by the United States, United Kingdom, European Union, and other jurisdictions on Russia in response to such conflict, or in laws
and policies governing import/export control, economic sanctions, manufacturing, development and investment in the territories or countries
where we currently purchase our components, sell our products, or conduct our business could result in the decreased use of our products
by, or in our decreased ability to export or sell our products to, existing or potential end-customers. Any decreased use of
our products or limitation on our ability to export or sell our products would adversely affect our business, results of operations and
growth prospects. The United States has recently instituted or proposed changes in trade policies that include the negotiation or
termination of trade agreements, the imposition of higher tariffs on imports into the United States, economic sanctions on individuals,
corporations or countries, and other government regulations affecting trade between the United States and other countries where
we conduct our business. A number of other nations have proposed or instituted similar measures directed at trade with the United States
in response. As a result of these developments, there may be greater restrictions and economic disincentives on international trade that
could adversely affect our business. It may be time-consuming and expensive for us to alter our business operations to adapt to or comply
with any such changes, and any failure to do so could have a material adverse effect on our business, financial condition and results
of operations.

 Failures, or perceived failures, to comply
with privacy, data protection, and information security requirements in the variety of jurisdictions in which we operate may adversely
impact our business, and such legal requirements are evolving, uncertain and may require improvements in, or changes to, our policies
and operations.

 Our current and potential
future operations and sales subject us to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer
and protection of a variety of types of data. For example, the European Commission has adopted the General Data Protection Regulation
and California enacted the California Consumer Privacy Act of 2018, both of which provide for potentially material penalties
for non-compliance. These regimes may, among other things, impose data security requirements, disclosure requirements, and
restrictions on data collection, uses, and sharing that may impact our operations and the development of our business. While, generally,
we do not have access to, collect, store, process, or share information collected by our solutions unless our customers choose to proactively
provide such information to us, our products may evolve both to address potential customer requirements or to add new features and functionality.
Therefore, the full impact of these privacy regimes on our business is rapidly evolving across jurisdictions and remains uncertain at
this time.

 We may also be affected
by cyber-attacks and other means of gaining unauthorized access to its products, systems, and data. For instance, cyber criminals or
insiders may target us or third-parties with which we have business relationships in an effort to obtain data, or in a manner that disrupts
our operations or compromises our products or the systems into which our products are integrated.

 We are assessing the continually
evolving privacy and data security regimes and measures we believe are appropriate in response. Since these data security regimes are
evolving, uncertain and complex, especially for a global business like ours, we may need to update or enhance our compliance measures
as our products, markets and customer demands further develop and these updates or enhancements may require implementation costs. The
compliance measures we do adopt may prove ineffective. Any failure, or perceived failure, by us to comply with current and future regulatory
or customer-driven privacy, data protection, and information security requirements, or to prevent or mitigate security breaches, cyber-attacks,
or improper access to, use of, or disclosure of data, or any security issues or cyber-attacks affecting us, could result in significant
liability, costs (including the costs of mitigation and recovery), and a material loss of revenue resulting from the adverse impact on
our reputation and brand, loss of proprietary information and data, disruption to our business and relationships, and diminished ability
to retain or attract customers and business partners. Such events may result in governmental enforcement actions and prosecutions, private
litigation, fines and penalties or adverse publicity, and could cause customers and business partners to lose trust in us, which could
have an adverse effect on our reputation and business.

 If we fail to comply with the laws and
regulations relating to the collection of sales tax and payment of income taxes in the various states in which we do business, we could
be exposed to unexpected costs, expenses, penalties and fees as a result of our non-compliance, which could harm our business.

 By engaging in business
activities in the United States, we become subject to various state laws and regulations, including requirements to collect sales
tax from our sales within those states, and the payment of income taxes on revenue generated from activities in those states. A successful
assertion by one or more states that we were required to collect sales or other taxes or to pay income taxes where we did not could result
in substantial tax liabilities, fees and expenses, including substantial interest and penalty charges, which could harm our business.

 General Risks Associated with Our Company

 Our limited operating history and evolving
business make it difficult to evaluate our current business and future prospects.

 Our limited operating history
and the evolution of our business and our industry make it difficult to accurately assess our future prospects. It may not be possible
to discern fully the economic and other business trends that we are subject to. Elements of our business strategy are new and subject
to ongoing development as our operations mature. In addition, it may be difficult to evaluate our business because many of the other
companies that offer the same or a similar range of solutions, products and services as us also have limited operating histories and
evolving businesses.

 If we were to lose the services of members
of our senior management team, we may not be able to execute our business strategy.

 Our success depends in large
part upon the continued service of key members of our senior management team. In particular, each of our Chief Executive Officer and
co-founder, Zhenwu Huang, Chief Financial Officer and co-founder, Zhenqiang Huang, and Chief Operations Officer, Phil Zheng,
President, Matt Casella, is critical to our overall management, as well as the continued development of our robotics technology, our
culture and our strategic direction. All of our executive officers are at will employees, and we do not maintain any key person life
insurance policies. The loss of any member of our senior management team could harm our business.

 We may pursue acquisitions, which involve
a number of risks, and if we are unable to address and resolve these risks successfully, such acquisitions could harm our business.

 We have acquired and may
in the future acquire businesses, products or technologies to expand our offerings and capabilities and business. We have evaluated,
and expect to continue to evaluate, a wide array of potential strategic transactions. Any acquisition could be material to our financial
condition and results of operations and any anticipated benefits from an acquisition may never materialize. In addition, the process
of integrating acquired businesses, products or technologies may create unforeseen operating difficulties and expenditures. Acquisitions
in international markets would involve additional risks, including those related to integration of operations across different cultures
and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries. We may
not be able to address these risks successfully, or at all, without incurring significant costs, delays or other operational problems
and if we were unable to address such risks successfully our business could be harmed.

 Our ability to effectively manage our anticipated
growth and expansion of our operations will also require us to enhance our operational, financial and management controls and infrastructure,
human resources policies and reporting systems. These enhancements and improvements will require significant capital expenditures and
allocation of valuable management and employee resources.

 We expect to experience
significant growth in the scope and nature of our operations. Our ability to manage our operations and future growth will require us
to continue to improve our operational, financial and management controls, compliance programs and reporting systems. We may not be able
to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and
procedures, which could have an adverse effect on our business, reputation and financial results. Additionally, rapid growth in our business
may place a strain on our human and capital resources. Furthermore, we expect to continue to conduct our business internationally and
anticipate increased business operations in the United States, Europe, Asia and elsewhere. These diversified, global operations
place increased demands on our limited resources and require us to substantially expand the capabilities of our administrative and operational
resources and to attract, train, manage and retain qualified management, technical, manufacturing, engineering, sales and other personnel.
As our operations expand domestically and internationally, we will need to continue to manage multiple locations and additional relationships
with various customers, partners, suppliers and other third parties across several markets.

 We are an "emerging growth company,"
and will be able take advantage of reduced disclosure requirements applicable to "emerging growth companies," which could
make our Class B common stock less attractive to investors.

 We
 are an "emerging growth company," as defined in the JOBS Act and, for as long
 as we continue to be an "emerging growth company," we intend to take advantage
 of certain exemptions from various reporting requirements applicable to other public companies
 but not to "emerging growth companies," including, but not limited to, not being
 required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
 Act, reduced disclosure obligations regarding executive compensation in our periodic reports
 and proxy statements, and exemptions from the requirements of holding a nonbinding advisory
 vote on executive compensation and stockholder approval of any golden parachute payments
 not previously approved. We could be an "emerging growth company" for up to five
 years, or until the earliest of (i) the last day of the first fiscal year in which our annual
 gross revenues exceed $1.235 billion, (ii) the date that we become a "large accelerated
 filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
 (the "Exchange Act"), which would occur if the market value of our Class B common
 stock that is held by non-affiliates exceeds $700 million as of the last business day of
 our most recently completed second fiscal quarter, or (iii) the date on which we have issued
 more than $1 billion in non-convertible debt during the preceding three year period.

 We intend to take advantage
of these reporting exemptions described above until we are no longer an "emerging growth company." Under the JOBS Act, "emerging
growth companies" can also delay adopting new or revised accounting standards until such time as those standards apply to private
companies. We have elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, the information
that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity
interests.

 We cannot predict if investors
will find our Class B common stock less attractive if we choose to rely on these exemptions. If some investors find our Class B
common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our
Class B common stock and the price of our Class B common stock may be more volatile.

 We are a "controlled company"
within the meaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporate governance requirements
that provide protection to stockholders of other companies.

 We
 are a "controlled company" as defined under the Nasdaq Stock Market Rules, as
 our co-founder and Chief Executive Officer, Zhenwu (Wayne) Huang, beneficially owns over
 50% of the total voting power of our issued and outstanding shares of common stock as of
 the date of the Original Report. For so long as we remain a "controlled company"
 under that definition, we are permitted to elect to rely on, and may rely on, certain exemptions
 from corporate governance rules, including an exemption from the rule that a majority of
 our board of directors must be independent directors. As a result, you may not have the same
 protection afforded to stockholders of companies that are subject to these corporate governance
 requirements.

 We incur significantly increased costs
as a result of and devote substantial management time to operating as a public company.

 As a public company, we
incur significant legal, accounting and other expenses that we did not incur as a private company. For example, we are subject to the
reporting requirements of the Exchange Act and are required to comply with the applicable requirements of the Sarbanes-Oxley Act
and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules and regulations subsequently implemented by the SEC,
including the establishment and maintenance of effective disclosure and financial controls, changes in corporate governance practices
and required filing of annual, quarterly and current reports with respect to our business and operating results. These requirements have
increased our legal and financial compliance costs and make some activities more time-consuming and costly. In addition, our management
and other personnel need to divert attention from operational and other business matters to devote substantial time to these public company
requirements. We may also need to hire additional accounting and financial staff with appropriate public company experience and technical
accounting knowledge and will need to maintain an internal audit function. Operating as a public company means it is more expensive for
us to maintain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher
costs to maintain coverage. This could also make it more difficult for us to attract and retain qualified people to serve on our board
of directors, our board committees or as executive officers. In addition, after we no longer qualify as an "emerging growth company,"
as defined under the JOBS ACT we expect to incur additional management time and cost to comply with the more stringent reporting requirements
applicable to companies that are deemed accelerated filers or large accelerated filers, including complying with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act. We are in the process of compiling the system and processing documentation
needed to comply with such requirements. We may not be able to complete our evaluation, testing and any required remediation in a timely
fashion.

 We cannot predict or estimate
the amount of additional costs we may incur as a result of continuing to be a public company or the timing of such costs.

 Our business is subject to the risks of
earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems,
such as network security breaches, computer viruses or terrorism. Material disruptions of our business or information systems resulting
from these events could adversely affect our operating results.

 We and some of the third-party
service providers on which we depend for various support functions are vulnerable to damage from catastrophic events, such as power loss,
natural disasters, terrorism, pandemics, and similar unforeseen events beyond our control.

 If a natural disaster, power
outage or other event occurred that prevented us from using all or a significant portion of our headquarters, damaged critical infrastructure,
or otherwise disrupted operations, it may be difficult or, in certain cases, impossible for us to continue our business for a substantial
period of time. The disaster recovery and business continuity plans we have in place are unlikely to provide adequate protection in the
event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery
and business continuity plans, which could have a material adverse effect on our business.

 Furthermore, integral parties
in our supply chain are operating from single sites, increasing their vulnerability to natural disasters or other sudden, unforeseen
and severe adverse events, such as a global pandemic. If such an event were to affect our supply chain, it could have a material
adverse effect on our business.

 Our ability to use our net operating loss
carryforwards may be limited.

 As of September 30, 2024,
we had $6,780 thousand U.S. federal net operating loss carryforwards. Under
legislation enacted in 2017, informally titled the Tax Cuts and Jobs Act (the "TCJA") as modified in 2020 by the Coronavirus
Aid, Relief, and Economic Security Act (the "CARES Act"), unused U.S. federal net operating losses generated in tax years
beginning after December 31, 2017, will not expire and may be carried forward indefinitely, but the deductibility of such federal
net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. It
is uncertain if and to what extent various states will conform to the TCJA or the CARES Act. In addition, our ability to utilize any
federal net operating loss carryforwards may be limited under Section 382 of the Internal Revenue Code of 1986, as amended (the
"Code"). The limitations apply if we experience an "ownership change," which is generally defined as a greater
than 50 percentage point change (by value) in the ownership of our equity by certain stockholders or groups of stockholders over a rolling
three-year period. Similar provisions of state tax law may also apply to limit the use of any state net operating loss carryforwards.
We have not yet completed a Section 382 analysis, and therefore, there can be no assurances that any previously experienced ownership
changes have not materially limited our utilization of affected net operating loss carryforwards. Future changes in our stock ownership,
which may be outside of our control, may trigger an ownership change that materially impacts our ability to utilize any pre-change net
operating loss carryforwards. In addition, there may be periods during which the use of net operating loss carryforwards is suspended
or otherwise limited.

 Our management has limited experience in
operating a public company.

 Some of our executive officers
have limited experience in the management of a publicly traded company subject to significant regulatory oversight and reporting obligations
under federal securities laws. Our management team may not successfully or effectively manage our transition to a public company. Their
limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in
that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted
to our management and growth. We may not be able to maintain adequate personnel with the appropriate level of knowledge, experience and
training in the accounting policies, practices or internal controls over financial reporting required of public companies in the United States.
It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public
company, which will increase our operating costs in future periods.

 Risks Related to Ownership of Our Class B
Common Stock

 An active trading market for our Class B
common stock may not develop or be sustained.

 If an active trading market
for our Class B common stock does not develop, you may not be able to sell your shares quickly or at the market price. Our ability
to raise capital to continue to fund operations by selling shares of our Class B common stock and our ability to acquire other companies
or technologies by using shares of our Class B common stock as consideration may also be impaired.

 The market price and trading volume of
our Class B common stock may continue to be highly volatile, which could lead to a loss of all or part of a stockholder's investment.

 The
 market price and trading volume of our Class B common stock has fluctuated widely since the
 beginning of the calendar year. During the period from January 1, 2024 to the date of the
 Original Report, the trading price of our Class B common stock has fluctuated from an intra-day
 high of $12.29 on January 24, 2024 to an intra-day low of $0.30 on August 6, 2024.

 The market price of our
Class B common stock is affected by a variety of factors, including but not limited to:

 analyst
 reports that may be published about our company or our industry;

 our
 ability to execute our anticipated business plans and strategy;

 actual
 or anticipated fluctuations in our quarterly or annual operating results;

 our
 ability to obtain additional capital which will be necessary to continue our business and
 operations;

 changes
 in financial or operational estimates or projections;

 changes
 in the economic performance or market valuations of companies similar to ours;

 the
 impact of pandemics, inflation, war, other hostilities and other disruptive events on our
 business or that of our customers, partners, and supply chain or on the global economy; and

 our
 ability to comply with the continued listing requirements of The Nasdaq Stock Market LLC
 ("Nasdaq") and maintain our listing on Nasdaq.

 In addition, the trading
price and trading volume of our Class B common stock has very recently and at certain other times in the past exhibited, and may continue
to exhibit, extreme volatility, including within a single trading day. Such volatility could cause purchasers of our Class B common stock
to incur substantial losses. For example, on July 22, 2024, the trading price of our Class B common stock ranged from an intra-day high
of $2.59 to an intra-day low of $1.31, on trading volume of approximately 100 million shares, and on August 7, 2024, the trading price
of our Class B common stock ranged from an intra-day high of $0.728 to an intra-day low of $0.5413, on trading volume of approximately
188 million shares. With respect to certain such instances of trading volatility, we are not aware of any material changes in our financial
condition or results of operations that would explain such price volatility or trading volume, which we believe reflect market and trading
dynamics unrelated to our operating business or prospects and outside of our control. We are thus unable to predict when such instances
of trading volatility will occur or how long such dynamics may last. Under these circumstances, we would caution you against investing
in our Class B common stock unless you are prepared to incur the risk of incurring substantial losses.

 A proportion of our Class
B common stock may be traded by short sellers which may put pressure on the supply and demand for our Class B common stock, creating
further price volatility. In particular, a possible "short squeeze" due to a sudden increase in demand of our Class B common
stock that largely exceeds supply may lead to sudden extreme price volatility in our Class B common stock. Investors may purchase our
Class B common stock to hedge existing exposure in our Class B common stock or to speculate on the price of our Class B common stock.
Speculation on the price of our Class B common stock may involve long and short exposures. To the extent aggregate short exposure exceeds
the number of shares of common stock available for purchase in the open market, investors with short exposure may have to pay a premium
to repurchase our Class B common stock for delivery to lenders of our Class B common stock. Those repurchases may in turn dramatically
increase the price of our Class B common stock until investors with short exposure are able to purchase additional common stock to cover
their short position. This is often referred to as a "short squeeze." Following such a short squeeze, once investors purchase
the shares necessary to cover their short position, the price of our Class B common stock may rapidly decline. A short squeeze could
lead to volatile price movements in our shares that are not directly correlated to the performance or prospects of our company and could
cause purchasers of our common shares to incur substantial losses.

 The dual-class structure of our common
stock has the effect of concentrating voting power, which may limit your ability to influence the outcome of important transactions,
including a change in control.

 Our
 Class B common stock has one (1) vote per share, and our Class A common stock has ten (10)
 votes per share. Our issued and outstanding share capital consisted of 39,934,846 shares
 of Class A common stock and 71,484,551 shares of Class B common stock as of January 14, 2025.
 Our Chief Executive Officer and co-founder, Zhenwu Huang, and our Chief Financial Officer
 and co-founder, Zhenqiang Huang, beneficially own an aggregate of approximately 81.02% of
 the voting power of our outstanding shares of common stock as of September 30, 2024, and
 as such, these stockholders, individually or together, may be able to significantly influence
 matters submitted to our stockholders for approval, including the election of directors,
 amendments of our articles of incorporation, as amended, and any merger or other major corporate
 transactions that require stockholder approval. See "Principal Stockholders"
 Our existing stockholders, including Zhenwu Huang and Zhenqiang Huang, individually or together,
 may vote in a way with which you disagree and which may be adverse to your interests. This
 concentrated voting power may, by changing the directors of the Company, have the ultimate
 effect of delaying, preventing or deterring a change in control of our Company, could deprive
 our stockholders of an opportunity to receive a premium for their shares of common stock
 as part of a sale of our company and might ultimately materially and adversely affect the
 market price of our Class B common stock.

 Future transfers by the
holders of shares of Class A common stock may result in those shares converting into shares of Class B common stock. Each share
of Class A common stock is convertible into one share of Class B common stock at any time at the option of the holder, but
Class B common stock shall not be convertible into Class A common stock under any circumstances. However, as long as at least
7,211,740 shares of Class A common stock remain outstanding, and without giving effect to any future issuances, the holders of our
Class A common stock will hold a majority of the outstanding voting power and will continue to control the outcome of matters submitted
to stockholders' approval. Our second amended and restated articles of incorporation will generally not prohibit us from issuing
additional shares of Class A common stock, and any future issuance of shares of Class A common stock may be dilutive to holders
of Class B common stock.

 The dual-class structure of our common
stock may adversely affect the trading market for our Class B common stock.

 We cannot predict whether
our dual-class structure will result in a lower or more volatile market price of our Class B common stock or in adverse publicity
or other adverse consequences. For example, certain index providers have announced restrictions on companies with dual-class or multi-class
share structures in their indices. In July 2017, S&P Dow Jones and FTSE Russell announced changes to their eligibility criteria
for the inclusion of shares of public companies on certain indices, including the Russell 2000, the S&P 500, the S&P MidCap 400
and the S&P SmallCap 600, to exclude companies with multiple classes of shares from being added to these indices. Beginning in 2017,
MSCI, a leading stock index provider, opened public consultations on their treatment of no-vote and multi-class structures and temporarily
barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity
securities "with unequal voting structures" in its indices and to launch a new index that specifically includes voting rights
in its eligibility criteria. As a result, our dual class capital structure would make us ineligible for inclusion in any of these indices,
and mutual funds, exchange-traded funds and other investment vehicles that attempt to passively track these indices will not be investing
in our Class B common stock. These policies are still relatively new and it is as of yet unclear what effect, if any, they will
have on the valuations of publicly traded companies excluded from the indices, but it is possible that they may depress these valuations
compared to those of other similar companies that are included. Furthermore, we cannot assure you that other stock indices will not take
a similar approach to S&P Dow Jones or FTSE Russell in the future. Exclusion from indices could make our Class B common stock
less attractive to investors and, as a result, the market price of our Class B common stock could be adversely affected.

 If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price
and trading volume could decline.

 The
trading market for our Class B common stock will depend in part on the research and reports that securities or industry analysts
publish about us or our business. If no securities or industry analysts cover our company, the trading price for our stock would be negatively
impacted. If we obtain securities or industry analyst coverage and if one or more of the analysts who covers us downgrades our stock
or publishes inaccurate or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts
ceases coverage of us or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price
and trading volume to decline.

 Future
sales of our Class B common stock or securities convertible into our Class B common stock may depress our stock price.

 Sales
of a substantial number of shares of our Class B common stock or securities convertible into our Class B common stock in the
public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend
to sell shares, could reduce the market price of our Class B common stock. For example, we have registered an aggregate of 14,311,215
shares of Class B common stock issuable under our Amended and Restated 2023 Stock Option Plan on a Registration Statement on Form
S-8, filed with the SEC on December 11, 2023, as amended by Post-Effective Amendment No. 1 to Form S-8, filed with the SEC on November
7, 2023, and such shares can be freely sold in the public market upon issuance (unless issued to an affiliate of the Company). If a large
number of shares of our Class B common stock or securities convertible into our Class B common stock are sold in the public
market after they become eligible for sale, the sales could reduce the trading price of our Class B common stock and impede our
ability to raise future capital.

 There
can be no assurance that we will continue to be able to comply with the continued listing standards of Nasdaq.

 Our
continued eligibility to maintain the listing of our Class B common stock on Nasdaq depends on a number of factors, including the price
of our Class B common stock. On October 25, 2024, the Company received a notice from Nasdaq notifying the Company that, because the closing
bid price for the Company's Class B common stock had fallen below $1.00 per share for 30 consecutive business days, the Company
no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of
Nasdaq Listing Rules. Nasdaq's notice had no immediate effect on the listing of the Company's Class B common stock on the
Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar
days, or until April 23, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price
of the Company's Class B common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to
April 23, 2025. On January 6, 2024, the Company received a notice from Nasdaq that the Company has regained compliance with the minimum
bid price requirement and the matter is closed.

 However,
there is no guarantee that the Company will be able to remain in compliance with the continued listing standards of Nasdaq. If Nasdaq
delists our securities from trading on its exchange for failure to meet its listing standards, and we are not able to list such securities
on another national securities exchange, then our Common Stock could be quoted on an over-the-counter market. If this were to occur,
we and our stockholders could face significant material adverse consequences, including:

 a
 limited availability of market quotations for our securities;

 reduced
 liquidity for our securities;

 a
 determination that our Class B common stock is a "penny stock," which will require
 brokers trading our Class B common stock to adhere to more stringent rules, possibly resulting
 in a reduced level of trading activity in the secondary trading market for shares of our
 Class B common stock;

 a
 limited amount of news and analyst coverage; and

 a
 decreased ability for us to issue additional securities or obtain additional financing in
 the future.

 Our
directors, executive officers and principal stockholders have substantial control over us and could delay or prevent a change of corporate
control.

 Our
directors, executive officers and holders of more than 5% of our Class B common stock, together with their affiliates, beneficially
own, in the aggregate, approximately 81.35% of our outstanding common stock as of January 10, 2025. As a result, these stockholders,
acting together, have the ability to control the outcome of matters submitted to our stockholders for approval, including the election
of directors and any merger, consolidation or sale of all or substantially all of our assets. In addition, these stockholders, acting
together, have the ability to control the management and affairs of our company. Accordingly, this concentration of ownership could harm
the market price of our Class B common stock by:

 delaying, deferring or
 preventing a change of control of us;

 impeding a merger, consolidation,
 takeover or other business combination involving us; or

 discouraging a potential
 acquiror from making a tender offer or otherwise attempting to obtain control of us.

 See
"Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" below for more information
regarding the ownership of our outstanding stock by our executive officers, directors and holders of more than 5% of our Class B
common stock, together with their affiliates.

 Anti-takeover
provisions contained in our second amended and restated articles of incorporation and second amended and restated bylaws, as well as
provisions of Nevada law, could impair a takeover attempt.

 Our
second amended and restated articles of incorporation, second amended and restated bylaws and Nevada law contain provisions which could
have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Our
corporate governance documents include provisions:

 classifying our board of
 directors into three classes;

 authorizing "blank
 check" preferred stock, which could be issued by our board of directors without stockholder approval and may contain voting,
 liquidation, dividend, and other rights superior to our Class B common stock;

 limiting the liability
 of, and providing indemnification to, our directors and officers;

 limiting the ability of
 our stockholders to call and bring business before special meetings;

 requiring advance notice
 of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election
 to our board of directors;

 controlling the procedures
 for the conduct and scheduling of board of directors and stockholder meetings; and

 providing our board of
 directors with the express power to postpone previously scheduled annual meetings and to cancel previously scheduled special meetings.

 These
provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

 Nevada
law, Nevada Revised Statutes ("NRS") Sections 78.411 through 78.444, regulate business combinations with interested stockholders.
Nevada law defines an interested stockholder as a beneficial owner (directly or indirectly) of 10% or more of the voting power of the
outstanding shares of the corporation. Pursuant to Sections NRS 78.411 through 78.444, combinations with an interested stockholder remain
prohibited for three years after the person became an interested stockholder unless (i) the transaction is approved by the
board of directors or the holders of a majority of the outstanding shares not beneficially owned by the interested party, or (ii) the
interested stockholder satisfies certain fair value requirements. NRS 78.434 permits a Nevada corporation to opt-out of the statute with
appropriate provisions in its articles of incorporation.

 NRS
Sections 78.378 through 78.3793 regulates the acquisition of a controlling interest in an issuing corporation. An issuing corporation
is defined as a Nevada corporation with 200 or more stockholders of record, of which at least 100 stockholders have addresses of record
in Nevada and does business in Nevada directly or through an affiliated corporation. NRS Section 78.379 provides that an acquiring
person and those acting in association with an acquiring person obtain only such voting rights in the control shares as are conferred
by a resolution of the stockholders of the corporation, approved at a special or annual meeting of the stockholders. Stockholders who
vote against the voting rights have dissenters' rights in the event that the stockholders approve voting rights. NRS Section 78.378
provides that a Nevada corporation's articles of incorporation or bylaws may provide that these sections do not apply to the corporation.
Our second amended and restated articles of incorporation provide that these sections do not apply.

 We
have never paid dividends on our capital stock, and we may not pay any dividends in the foreseeable future.

 We
have never declared nor paid cash dividends on our capital stock. We may pay dividends in the future if the Company realizes good profits
and the board of directors determines that dividends are advisable, taking into account the Company's financial and development
needs. However, it is also possible that we may retain any future earnings to finance the operation and expansion of our business, and
we may not declare or pay any dividends in the foreseeable future. Consequently, stockholders may need to rely on sales of their common
stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

 ITEM
1B. Unresolved Staff Comments

 Not
Applicable

 ITEM
1C. Cybersecurity

 Cybersecurity
Risk Management and Strategy

 Our
Company has a dedicated internal IT department with cybersecurity engineers who oversee various aspects of cybersecurity. These engineers
specialize in different areas, including ensuring security during product development, particularly in the domains of cloud management
platforms and network interactions, as well as managing cybersecurity for daily office communications.

 In
the event of an unexpected cybersecurity incident, the engineers immediately report to the Company's management. They are equipped
with pre-established response plans to address such situations effectively and mitigate potential risks.

 Currently,
our cybersecurity risk management relies primarily on internal resources. However, as the Company continues to expand, we anticipate
engaging third-party consultants to assist in enhancing our cybersecurity management processes and addressing evolving threats.

 While
we do not currently have third-party collaborations, the Company plans to implement a process for selecting and evaluating third-party
service providers in the future. This will include comparing services, signing security agreements, and having our internal engineers
assess the third parties' achievement of security objectives.

 In
the past three years, our Company has not experienced any material cybersecurity risks. To ensure robust protection against potential
threats, we have implemented the following security measures:

 Regularly
 updating and changing critical passwords.

 Periodically
 modifying communication interfaces to enhance security.

 Assigning
 development tasks in a modular fashion to minimize exposure.

 Utilizing
 dual-factor authentication for system access.

 Implementing
 tiered authorization levels for critical network operations.

 Conducting
 routine security training and awareness programs for employees.

 Cybersecurity
Governance

 Currently,
the Company's board of directors does not oversee cybersecurity risks directly. However, plans are in place to introduce such oversight
in the future. The Audit Committee of the Board will assume responsibility for cybersecurity risk oversight, with a plan to review cybersecurity
matters on a quarterly basis. This initiative will ensure that the Company maintains robust oversight mechanisms to address evolving
cybersecurity threats effectively.

 The
responsibility for assessing and managing cybersecurity risks within the Company lies with the managers of the R&D department and
the IT department. Both individuals possess relevant expertise in their respective fields, ensuring a high level of competence in identifying
and mitigating cybersecurity risks. Their duties include monitoring potential threats, implementing security protocols, and responding
to incidents to safeguard company assets and operations.

 In
the event of cybersecurity incidents or abnormal alerts, the relevant department managers immediately intervene and manage the situation.
All logs and records related to such events are preserved for future analysis. Cybersecurity testing is incorporated into every stage
of product development, ensuring that vulnerabilities are identified and addressed proactively. Additionally, server security patches
are regularly updated to mitigate potential threats.

 ITEM
2. Properties

 Our
principal executive offices are located at 4175 Cameron St Ste 1, Las Vegas, NV 89103. We lease office facilities under a noncancelable
operating lease agreement through August 2027.

 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:

 Lessor

 Lessee

 Location

 Area

 (Square

 Feet)

 Annual

 Rent

 FY2025

 Current

 Term

 Expires

 Use

 Cameron
 Industrial Park, LLC

 Richtech Robotics
 Inc.

 4175 Cameron St, Ste 1 & 2
 & A1 &A2 & C & 5, Las Vegas, NV 89103

 15,792

 $
 209,041.68

 August 31, 2027

 HQ

 ITEM
3. Legal Proceedings

 From
time to time, we may be subject to legal proceedings, investigations and claims incidental to the conduct of our business. As of September
30, 2024, other than as set forth below, we are not a party to, nor are we aware of, any legal proceedings, investigations or claims
which, in the opinion of our management, are likely to have a material adverse effect on our business, financial condition or results
of operations.

 On
December 13, 2024, the Company received a Notice of Breach from AC Sunshine Securities LLC ("ACSS"), pursuant to which ACSS
alleges that the Company breached an exclusivity provision in that certain Follow-On Offering Engagement Letter, by and between the Company
and ACSS, and ACSS is seeking payment of fees and expenses. The Company is currently assessing the merits of ACSS's claim.

 ITEM
4. Mine and Safety Disclosure

 Not
applicable.

 PART
II

 ITEM
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market
Information

 Our
Class B common stock trades on the Nasdaq Stock Market under the symbol "RR."

 Holders
of Record

 As
of January 10, 2025, we had approximately 3 holders of record of our Class A common stock and 14 holders of record of our Class B common
stock.

 Dividend
Policy

 We
have never paid or declared any cash dividends on our Class B common stock. We may pay dividends in the future if the Company realizes
good profits and the board of directors determines that dividends are advisable, taking into account the Company's financial and
development needs. However, we may instead retain any future earnings to finance the operation, development and expansion of our business,
and we may not declare or pay any dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion
of our board of directors and will depend upon a number of factors, including our results of operations, financial condition, business
prospects, contractual restrictions, restrictions imposed by applicable law and other factors our board of directors deems relevant.

 Under
NRS 78.288, the directors of a corporation may authorize, and the corporation may make, distributions (including cash dividends) to stockholders,
but no such distribution may be made if, after giving it effect:

 the corporation would not
 be able to pay its debts as they become due in the usual course of business; or

 the corporation's
 total assets would be less than the sum of (x) its total liabilities plus (y) the amount that would be needed, if the corporation
 were to be dissolved at the time of distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential
 rights are superior to those receiving the distribution.

 The
NRS prescribes the timing of the determinations above depending on the nature and timing of payment of the distribution. For cash dividends
paid within 120 days after the date of authorization, the determinations above must be made as of the date the dividend is authorized.
When making their determination that a distribution is not prohibited by NRS 78.288, directors may consider:

 financial statements prepared
 on the basis of accounting practices that are reasonable in the circumstances;

 a fair valuation, including,
 but not limited to, unrealized appreciation and depreciation; and/or

 any other method that is
 reasonable in the circumstances.

Authorized for Issuance under Equity Compensation Plan

 The
following table sets forth information concerning securities authorized under equity compensation plans as of September 30, 2024.

 Plan
 Category

 Number
 of

 securities to

 be issued upon

 exercise of

 outstanding

 options

 Weighted-average

 exercise

 price of

 outstanding

 options

 Number
 of

 granted restricted

 stock unit awards

 outstanding

 Number
 of

 securities

 remaining

 available for

 future

 issuance

 under equity

 compensation

 plans

 Equity compensation plans approved
 by security holders

 -

 $
 -

 -

 525,274

 Equity compensation
 plans not approved by security holders

 -

 -

 -

 -

 -

 $
 -

 -

 525,274

 Recent
Sales of Unregistered Securities

 None
that have not already been disclosed in a prior Quarterly Report on Form 10-Q or Current Report on Form 8-K.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM
6. Reserved

 ITEM
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion should be read in conjunction with our consolidated financial statements and the related notes contained elsewhere
in this Report and in our other Securities and Exchange Commission filings. The following discussion may contain predictions, estimates,
and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under "Risk Factors"
and elsewhere in this Report. These risks could cause our actual results to differ materially from any future performance suggested below.

 Overview

 Richtech
Robotics, Inc. is a leading innovator and provider of advanced robotics solutions designed to address the growing need for automation
in the service industry. We develop, manufacture, and deploy cutting-edge robots that streamline operations, enhance efficiency, and
alleviate labor shortages across a diverse range of sectors, including restaurants, hotels, casinos, senior living facilities, and retail
centers. Our commitment to technological advancement and customer-centric solutions has positioned us as a key player in the rapidly
evolving robotics landscape.

 Key
Business Highlights for Fiscal Year 2024

 Strategic
 Transition to Robotics-as-a-Service: The Company has embarked on a strategic transition from
 a traditional product sales model to a RaaS model. This shift is aimed at generating a more
 predictable and recurring revenue stream over the long term, enhancing customer accessibility
 to our advanced technologies, and aligning with prevailing industry trends.

 Significant
 RaaS Contracts Secured: As of September 30, 2024, the Company has secured significant RaaS
 contracts, including a notable agreement for the deployment of 25 ADAM units, representing
 a total contract value of $5,250,000.00, to be recognized over a 60-month period. These contracts,
 totaling $5,862,765.00, will contribute to revenue generation incrementally over lease terms
 ranging from 36 to 72 months.

 Continued
 Investment in Research and Development: Richtech Robotics remains dedicated to innovation
 and technological advancement, as evidenced by the increase in research and development expenses
 during fiscal year 2024. These investments are focused on expanding our product portfolio,
 enhancing existing offerings, and maintaining our competitive edge in the dynamic robotics
 market.

 Expansion
 of Sales and Marketing Efforts: To support the RaaS model and drive customer acquisition,
 the Company has significantly increased its investment in sales and marketing initiatives.
 These efforts are crucial for educating potential customers about the benefits of leasing
 robotics solutions, building brand awareness, and cultivating new customer relationships.

 Factors
and Trends Affecting Our Business and Results of Operations

 The
following trends and uncertainties either affected our financial performance historically or are likely to impact our results of operations
in the future:

 As our robotic products
 market potential is seen by others, more competitors enter the market, which will lead to price competition and a decline in profit
 margins;

 A recession will lead to
 a decline in customer demand in our robotic products and services;

 Some of the products are
 currently assembled by suppliers in China, which may delay the supply if they are affected by international shipping, epidemic, geopolitical
 conflicts and other factors;

 We anticipate that our
 general and administrative expenses will continue to increase in the future as a result of increased costs associated with being
 a public company. These increases will likely include increased costs related to the hiring of additional personnel and fees to outside
 consultants, attorneys, and accountants, and personnel-related stock-based compensation costs, among other expenses, and, in the
 case of public company-related expenses, services associated with strengthening our internal control over financial reporting, maintaining
 compliance with Nasdaq listing and SEC reporting requirements, director and officer liability insurance costs, and investor and public
 relations costs, among other expenses.

 Inflationary pressures
 are also a concern as it is difficult to make reliable projections for the cost of components. This means profit margins could be
 affected, and our pricing would need to re-evaluated on a regular basis.

 The rising interest rate
 will lead to a higher borrowing cost. It will increase our cost for any potential future borrowing and financing activities. Higher
 interest rates reduce consumer spending and business investment, causing the economy to contract, which will impact our business
 and will reduce our customers' purchasing power.

 Results
of Operations

 Comparison
of the fiscal years ended September 30, 2024 and 2023

 The
following table summarizes our results of operations (in thousands) for the fiscal years ended September 30, 2024 and 2023, together
with the dollar change in those items from period to period:

 Year

 2024

 2023

 Change

 Revenue, net

 $
 4,240

 $
 8,759

 $
 (4,519
)

 Cost of revenue, net

 1,520

 2,744

 (1,224
)

 Gross profit

 2,720

 6,015

 (3,295
)

 Operating expenses:

 Research and development

 2,021

 1,979

 Sales and marketing

 1,315

 1,077

 General
 and administrative

 6,457

 3,509

 2,948

 Total operating expenses

 9,793

 5,726

 4,067

 Gain/(loss) from operations

 (7,073
)

 (7,362
)

 Non-operating income(expense):

 Investment Income

 -

 Interest expenses, net

 (762
)

 (734
)

 (28
)

 Total other expenses

 (749
)

 (734
)

 (15
)

 Loss before income tax expense

 (7,822
)

 (445
)

 (7,377
)

 Income tax benefit/(expense)

 (318
)

 (424
)

 Net
 loss

 $
 (8,140
)

 $
 (339
)

 $
 (7,801
)

 The
total revenue for the fiscal year ended September 30, 2024 and 2023, was $4,240 thousand and $8,759 thousand, respectively. The $4,519
thousand decrease, or 51%, for fiscal year 2024 is primarily attributed to the strategic transition to the RaaS model, which impacts
the timing of revenue recognition. While this transition may initially reduce revenue, it is expected to generate a more predictable
and recurring revenue stream over the long term.

 Year

 2024

 2023

 Change

 Robotics

 Product
 revenue

 $
 1,251

 $
 5,665

 $
 (4,414
)

 Service revenue

 1,830

 2,602

 (772
)

 Leasing
 revenue

 Total Robotics revenue

 3,867

 8,464

 (4,597
)

 Smart hardware

 Interactive system

 (97
)

 Cloutea*

 Total

 $
 4,240

 $
 8,759

 $
 (4,519
)

 *

 Cloutea
 is the revenue generated from our boba tea store opened in May, 2023. We opened this store as a model to further develop the concept
 of an interactive robot barista utilizing our ADAM robot. Cloutea has been rebranded "Clouffee and Tea," which
 will open in a new location in Las Vegas in January 2025.

 In
2024, the Company generated $4.2 million in total revenue, a decrease from $8.8 million in 2023. This decrease was primarily driven by
a decline in product revenue within our Robotics category, partially offset by an increase in leasing revenue. The shift towards service
and leasing reflects the ongoing transition to our Robot-as-a-Service model, which is expected to generate more predictable and recurring
revenue streams in the long term.

 Cost
of Revenue

 Our
gross profit decreased significantly in 2024, declining by 55% from $6.0 million in 2023 to $2.7 million in 2024, our gross margin remained
relatively stable. Our gross margin was 64% in 2024, compared to 69% in the prior year. This slight decrease in gross margin is primarily
attributed to adjustments and write-offs related to our inventory. During the year, we conducted a thorough review of our inventory and
identified certain obsolete and slow-moving items that required adjustments and write-offs. These adjustments impacted on our cost of
goods sold and, consequently, our gross margin. We have implemented measures to improve our inventory management practices and minimize
the risk of future inventory obsolescence.

 Despite
this slight margin compression, we are pleased with the overall stability of our gross margin, which reflects the inherent profitability
of our business model. We believe that our strategic shift towards an RaaS model, with its higher-margin recurring revenue streams, will
further enhance our profitability in the long term.

 Gross
Profit

 Despite
the decrease in revenue, our gross profit remained relatively stable, decreasing from $6.0 million in 2023 to $2.7 million in 2024. This
resulted in a gross margin of 64% in 2024, compared to 69% in the prior year. This slight decrease in gross margin is primarily attributed
to a shift in our revenue mix. As we transition towards a Robot-as-a-Service (RaaS) model, a higher proportion of our revenue is now
generated from service and leasing arrangements. These arrangements generally have lower gross margins compared to product sales, as
they involve ongoing service costs and the amortization of the robot's cost over the contract term. However, we believe this strategic
shift towards RaaS will benefit us in the long run by creating more predictable recurring revenue streams and fostering stronger customer
relationships.

and Development Expenses

 We
remain committed to investing in research and development to drive innovation and maintain our competitive edge. R&D expenses increased
from $1.9 million in 2023 to $2.0 million in 2024 was due primarily to our increased expenditure in developing new products.

 Sales
and Marketing Expenses

 Our
sales and marketing expenses increased significantly, from $238,000 in 2023 to $1.3 million in 2024. This increase is directly related
to our strategic initiatives to expand our market reach and promote our RaaS (Robot-as-a-Service) offerings.

 General
and Administrative Expenses

 As
a newly public company, we incurred higher general and administrative expenses, which increased from $3.5 million in 2023 to $6.4 million
in 2024. This increase is primarily due to an increase in professional service fees associated with operating as a public company.

 Other
Income (Expense)

 Our
total other expenses increased in 2024, rising from $734,000 in 2023 to $749,000 in 2024. This increase is mainly attributed to higher
interest expenses incurred on outstanding debt. As we scaled our operations and invested in working capital to support our growth, our
interest expense increased. However, we made a strategic decision to prioritize debt reduction and paid off a significant portion of
our outstanding loans in the middle of 2024. This proactive approach to debt management will reduce our interest burden going forward,
improve our overall financial position, and provide us with greater financial flexibility to pursue future growth opportunities

 Income
Tax Benefit/(Expense)

 We
recorded an income tax expense of $318 thousand in 2024. This is primarily driven by the removal of deferred tax benefits. Management
determined that it is more likely than not that the Company will be unable to realize the benefits of these deductible temporary differences
in the future.

 Liquidity
and Capital Resources

 Our
primary sources of liquidity are cash and cash equivalents, which consist of cash on hand and short-term investments that are readily
convertible to cash. As of September 30, 2024, our cash and cash equivalents totaled $14.6 million. This represents a significant increase
from $433,000 at the end of the prior fiscal year. The substantial increase in our cash position is primarily attributable to the net
proceeds of $40.2 million received from our initial public offering completed in November 2023 and subsequent financing as described
in "ITEM 1. Business – Recent Developments – Registered Offering." These proceeds significantly strengthened
our balance sheet and provided us with the financial flexibility to invest in our growth initiatives, including the expanding our R&D
team, purchase of property and equipment to support our expanding operations. This increase was partially offset by cash used in operating
activities, primarily due to our net loss and investments in working capital.

 Comparison
of the years ended September 30, 2024 and 2023

 The
following table summarizes our cash flow information (in thousands) for the years ended September 30, 2024 and 2023, together with the
dollar change in those items from period to period:

 Year

 2024

 2023

 Change

 Net Cash provided by (used in):

 Operating activities

 $
 (5,061
)

 $
 (2,896
)

 (2,165
)

 Investing activities

 (22,731
)

 (26
)

 (22,705
)

 Financing Activities

 41,925

 3,028

 38,897

 Net increase (decrease) in cash

 $
 14,133

 $

 14,027

 Operating
Activities

 Net
cash used in operating activities for the year ended September 30, 2024 was $5,061 thousand, primarily due to a net loss of $8,140 thousand
an increase of $3,079 thousand in net operating assets and liabilities. The cash flow impact from changes in net operating assets
and liabilities was primarily driven by decrease in accounts receivable of $4,217 thousand, deferred tax asset of $518 thousand and operating
lease liabilities of $404 thousand, partially offset by decreases in accounts payable of $976 thousand, tax payable of $456 thousand,
right-of-use asset of $405 thousand and increase in inventory of $326 thousand respectively.

 Net
cash used in operating activities for the year ended September 30, 2023 was $2,896 thousand, primarily due to a net loss of $339 thousand
and a decrease of $2,557 thousand in net operating assets and liabilities. The cash flow impact from changes in net operating assets
and liabilities was primarily driven by increases in accounts receivable of $3,919 thousand, deferred tax asset of $518 thousand and
current operating lease liabilities of $108 thousand, partially offset by decreases in inventory of $551 thousand, right-of-use asset
of $67 thousand and increase in accounts payable and tax payable of $951thousand and $344 thousand, respectively. For the increase in
accounts receivable of $3,919 thousand, we have collected majority of this amount as of the report date.

 Investing
Activities

 Net
cash used for investing activities was $22,731 thousand net cash used for investing activities for year ended September 30, 2024, primarily
driven by $15,940 thousand on purchase of short-term investments, $5,470 thousand on purchase of intangible assets, $730 thousand on
purchase of long-term investments and $725 thousand on purchase of equipment.

 Net
cash used for investing activities was $26 thousand net cash used for investing activities for year ended September 30, 2023, primarily
consisted of cash used for lending to related parties, and cash collected from loan to related parties

 Financing
Activities

 Net
cash provided by financing activities totaled $41,925 thousand for the year ended September 30, 2024. We received $33,566 thousand from
issuance of common stock, raised approximately $9,286 thousand from issuance of ordinary shares, received loans with a net balance of
$3,102 from third parties, offset by $238 thousand payment of related party debt.

 Net
cash provided by financing activities totaled $3,028 thousand for the year ended September 30, 2023. We raised $2,230 thousand from issuance
of ordinary shares, received proceeds of $200 thousand from related party debt, and obtained loans with a net balance of $845 from third
parties as of September 30, 2023, offset by $247 thousand payment of related party debt.

 Contractual
Obligations

 We
 are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not
 required to provide the information under this item.

 Trend
Information

 Other
than as disclosed elsewhere in this registration statement, we are not aware of any trends, uncertainties, demands, commitments, or events
that are reasonably likely to have a material effect on our net revenues, income from continuing operations, profitability, liquidity
or capital resources, or that would cause reported financial information not necessarily to be indicative of future operating results
or financial condition.

 Seasonality

 Seasonality
does not materially affect our business or the results of our operations.

 Off-Balance
Sheet Arrangements

 We
do not have off-balance sheet arrangements.

 Recent
Accounting Pronouncements Not Yet Adopted

 See
Note 2 to our audited financial statements included elsewhere in this Form 10-K for more information.

 Critical
Accounting Policies and Estimates

 The
preparation of the financial statements in conformity with accounting principles generally accepted in the United States ("GAAP")
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the
financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from
those estimates. Management bases its estimates on historical experience, market and other conditions, and various other assumptions
it believes to be reasonable. See Note 2 to our audited financial statements included elsewhere in this Form 10-K for more information.

 JOBS
Act

 Section 107
of the JOBS Act also provides that an "emerging growth company" can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an "emerging
growth company" can delay the adoption of new or revised accounting standards until those standards would otherwise apply to private
companies. We have elected to avail ourselves of this extended transition period.

 For
as long as we remain an "emerging growth company" under the recently enacted JOBS Act, we will, among other things:

 be exempt from the provisions
 of Section 404(b) of the Sarbanes-Oxley Act, which requires that our independent registered public accounting firm provide
 an attestation report on the effectiveness of our internal controls over financial reporting;

 be permitted to omit the
 detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act and instead provide
 a reduced level of disclosure concerning executive compensation; and

 be exempt from any rules
 that may be adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the
 auditor's report on the financial statements.

 Although
we are still evaluating the JOBS Act, we currently intend to take advantage of some or all of the reduced regulatory and reporting requirements
that will be available to us so long as we qualify as an "emerging growth company," including the extension of time to comply
with new or revised financial accounting standards available under Section 102(b) of the JOBS Act. Among other things, this
means that our independent registered public accounting firm will not be required to provide an attestation report on the effectiveness
of our internal control over financial reporting so long as we qualify as an emerging growth company, which may increase the risk that
weaknesses or deficiencies in our internal control over financial reporting go undetected. Likewise, so long as we qualify as an emerging
growth company, we may elect not to provide you with certain information, including certain financial information and certain information
regarding compensation of our executive officers, that we would otherwise have been required to provide in filings we make with the SEC,
which may make it more difficult for investors and securities analysts to evaluate our company. As a result, investor confidence in our
company and the market price of our common stock may be materially and adversely affected.

 ITEM
7A. Quantitative and Qualitative Disclosure About Market Risk

 As
a "smaller reporting company" we are not required to provide information required by this Item.

 ITEM
8. Financial Statements and Supplementary Data

 Reference
is made to pages F-1 through F-17 comprising a portion of this Report, which are incorporated herein by reference.

 ITEM
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 ITEM
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Our
disclosure controls and procedures are designed to ensure that information we are required to disclose in reports that we file or submit
under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and
that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and
Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosure.

 In
connection with the preparation of this Report, our management conducted an assessment of the effectiveness of our disclosure controls
and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this
Report. Based on such assessment, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of the
end of the period covered by this Report.

 Management's
Annual Report on Internal Controls over Financial Reporting

 Our
internal control over financial reporting is a process designed by, or under the supervision of, our CEO and CFO and effected by our
Board, management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation
of our financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over
financial reporting includes policies and procedures that pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of our assets; provide reasonable assurance that transactions are recorded as necessary
to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with the authorization of our Board and management; and provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect
on our financial statements.

 Under
 the supervision and participation of our management, including our CEO, we evaluated the
 effectiveness of our internal control over financial reporting based on the framework set
 forth in Internal Control - Integrated Framework issued in 2013 by the Committee of
 Sponsoring Organizations of the Treadway Commission. As part of our assessment of the effectiveness of our internal control
 over financial reporting as of September 30, 2024, management has performed adequate testing
 to conclude that the material weakness identified in the prior fiscal year has been remediated
 as of September 30, 2024. Management had identified a material weakness in the prior year
 related to the Company's IT general controls over third-party information systems and
 applications. This material weakness was related to:

 Complementary
 User Entity Controls: Controls were not fully documented responding to all of the Complementary
 User Entity Controls forwarded through Software as a Service vendor audit reports in the
 design and implementation of suggested controls.

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

 Management
has taken the following actions to remediate this material weakness:

 Robust
 Controls for SaaS Reports: Established more specific controls to effectively address
 Complementary User Entity Controls arising from SaaS vendor audits.

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

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

 These
remediation actions have been in place for a sufficient period of time, and management has performed adequate testing to conclude that
the material weakness has been remediated as of September 30, 2024.

 Based
on such evaluation, our CEO and CFO have concluded that our internal control over financial reporting is effective as of September 30,
2024.

 This
Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to
our status as an emerging growth company under the JOBS Act.

 Ongoing
Monitoring

 Management
recognizes the importance of ongoing monitoring and continuous improvement of our internal control over financial reporting. We have
established a process for regularly evaluating the effectiveness of our controls, including periodic self-assessments, internal audits,
and ongoing monitoring activities. This process allows us to identify and address any emerging risks or control deficiencies in a timely
manner.

 Changes
in Internal Control over Financial Reporting

 During
the fiscal year ended September 30, 2024, the Company underwent a significant transition as it became a publicly traded company. As a
private company, we were not previously subject to the Sarbanes-Oxley Act of 2002, including the requirements for management's
assessment of internal control over financial reporting.

 To
comply with these new requirements, we have undertaken substantial efforts to develop and implement a comprehensive system of internal
control over financial reporting in accordance with the 2013 Committee of Sponsoring Organizations of the Treadway Commission framework.
These efforts included:

 Documentation
 of key controls: We have documented our significant processes and controls, including
 those related to financial reporting, IT systems, and operational activities.

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

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

 While
 we believe that significant progress has been made in strengthening our internal control
 over financial reporting, these efforts are ongoing. We continue to evaluate and enhance
 our control environment to ensure its effectiveness and adaptability as the Company grows
 and evolves.

 Inherent
Limitations on Internal Controls

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness for future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate. No evaluation of controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected.

 ITEM
9B. Other Information

 Not
Applicable.

 ITEM
9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Not
Applicable.

 PART
III

 ITEM
10. Directors, Executive Officers and Corporate Governance

 Listed
below are the names of the directors and executive officers of the Company, their ages as of the date of this Annual Report, their positions
held and the year they commenced service with the Company.

 Name

 Age

 Title

 Zhenwu (Wayne)
 Huang

 Chief Executive
 Officer and Director

 Zhenqiang (Michael) Huang

 Chief Financial Officer
 and Director

 Chief Operating Officer

 Matthew G. Casella

 President

 John Shigley

 Stephen Markscheid

 Biographies of
Executive Officers and Directors

 Mr. Zhenwu
(Wayne) Huang has served as our Founder, Chief Executive Officer and director since the founding of the Company in July 2016.
Mr. Huang has 20 years of experience leading corporations across multiple technology industries. Mr. Huang directs the
core focus of the company, formulates and implements business policies through the Company's management team, and directly oversees
R&D operations. He served as co-founder and Chief Executive Officer of Nanjing Rich Digital Technology Co. Ltd. from 2003 to 2007,
a leading value-add service provider for telecommunications. There, he pioneered live interactive TV games based on smart computer vision.
and had a peak audience of over 100 million subscribers. This success can be attributed to Mr. Huang's understanding
of customer centric design, utilizing technology to elevate the customer experience. Mr. Huang served was the co-founder and Chief
Executive Officer of Richtech System Ltd. from 2007 to 2016, a global supplier of smart hardware and interactive multimedia systems to
over 120 countries. Mr. Huang received a Bachelor in Computer Information Management from Huadong Finance and Economics College
in July 2000. We believe that Mr. Huang's extensive knowledge of our Company as co-founder and his experience in executive
roles across multiple industries make him qualified to serve on our Board.

 Mr. Zhenqiang
(Michael) Huang has served as our co-founder, Chief Financial Officer and director since the founding of the Company in July 2016.
He oversees the functions relating to finance, accounting, reporting and procurement. Mr. Huang was co-founder of Nanjing Rich Digital
Technology Co. Ltd. from 2003 to 2007 where he oversaw international cooperation and partnerships. He served as co-founder and Chief
Financial Officer of Richtech System Ltd. from 2007 to 2016, leading the company on its international expansion and business development.
Mr. Huang holds a management training certificate from the Federal Ministry of Economics and Technology of Germany since 2012. He
received his Bachelor's Degree in Economics from Nanjing University in June 2000. We believe that Mr. Huang's extensive
knowledge of our Company as co-founder and his experience in finance and international business development make him qualified to serve
on our Board.

 Mr.
Phil Zheng has served as our Chief Operating Officer since February 2020. He oversees the operations of the Company, including
business development, marketing, product design, R&D process, market research, compliance, administration of standardized operating
procedures, customer relations, and partnerships. Prior to that, he served as the Company's Director of Operations from July 2017
to January 2019 and Chief Revenue Officer from February 2019 to January 2020, where he was tasked to build and scale company departments
into effective business units and direct sales revenues strategies. He has a Bachelor of Arts from the University of California, Los
Angeles, and a Juris Doctor from the University of California, Irvine, School of Law. We believe Mr. Zheng's extensive knowledge
of the Company's internal operations qualifies him to be our Chief Operating Officer.

 Mr.
Matthew G. Casella has served as our President since August 2023. He has over 20 years of diverse experience in finance, hospitality,
and technology. He has a proven track record in project management, strategic planning, and financial analysis. As a Co-Founder of Caravive,
Inc. (from 2019 to 2023), an early-stage food tech development company, he collaborated with a diverse team of industry experts to explore
and develop innovation in the restaurant sector. From 2015 to 2021, he served as CFO at PRG, LLC, a restaurant automation startup. From
2012 to 2015, he served as the Director of Training and Deployment at LYFE Kitchen, a restaurant chain, where he played an important
role in growing the restaurant chain from one to 16 locations in under three years opening restaurants in New York, Tennessee, Chicago,
Colorado, Texas and California. Mr. Casella received his Bachelor of Science degree in Finance from the University of Illinois Urbana-Champaign
in 2001.

 Mr.
John Shigley joined our board of directors as an independent director in November 2023. Mr. Shigley is a retired Nevada certified
public accountant with over 30 years of executive experience in large casino-hotels. Mr. Shigley has held various positions in finance,
marketing and operations, including Chief Financial Officer of Primadonna Resorts (1998 to 2000), President of Caesars Palace (2000 to
2001), Executive Vice President of New York, New York Hotel and Casino in Las Vegas (2002 to 2005), Executive Vice President (2005 to
2011) and Chief Financial Officer (2005 to 2008) of MGM Grand Hotel Las Vegas, President of MGM Vietnam (March 2011 to April 2013), Executive
Vice President of MGM Macau (May 2013 to January 2014) and Chief Operating Officer of Gaming for MGM China (January 2014 to February,
2019). Mr. Shigley received his B.S. in Accountancy from Northern Illinois University and spent his early career with a large international
certified public accounting firm. We believe that Mr. Shigley's experience in financial and operational management and his established
network in the hospitality industry make him a qualified candidate to serve on our Board.

 Mr.
Stephen Markscheid joined our board of directors as an independent director in November 2023. Mr. Markscheid has been the Managing
Partner of Aerion Capital, a family office, since July 2022. He currently serves as independent non-executive director of four other
publicly listed companies: Jinko Solar Inc. (NYSE: JKS), a solar panel manufacturer (since 2010); ConnectM Technology Solutions, Inc.
(Nasdaq: CNTM), a technology company (since July 2024); Four Leaf Acquisition Corporation (Nasdaq: FORL), a special purpose acquisition
company (since 2023); Charlton Aria Acquisition Corporation (Nasdaq: CHARU), a special purpose acquisition company (since October 2024);
and Shepherd Avenue Acquisition Corporation (Nasdaq: SPHAU), a special purpose acquisition company (since December 2024). Mr. Markscheid
previously served as a director on numerous public boards including Cenntro Inc. (Nasdaq CENN), an electric vehicle manufacturer from
2023 to 2024, UGE International (XTSX:UGE), a solar installation company from August 2019 to July 2023, Fanhua, Inc. (Nasdaq: FANH),
a financial services provider from 2007 to 2024, Kingwisoft Technology Services Ltd. (HKSE: 8295.HK), an information technology company
from 2016 to 2024, and several special purpose acquisition companies. He is also a trustee emeritus of Princeton-in-Asia. From 1998 to
2006, he worked for GE Capital. During his time with GE Capital, Mr. Markscheid led GE Capital's business development activities
in China and Asia Pacific, primarily acquisitions and direct investments. Prior to GE Capital, Mr. Markscheid worked with the Boston
Consulting Group throughout Asia. He was a banker for ten years in London, Chicago, New York, Hong Kong and Beijing with Chase Manhattan
Bank and First National Bank of Chicago. Mr. Markscheid began his career with the US-China Business Council, in Washington D.C. and Beijing.
He earned a BA in East Asian Studies from Princeton University in 1976, an MA in international affairs from Johns Hopkins University
in 1980, and an MBA from Columbia University in 1991, where he was class valedictorian. We believe that Mr. Markscheid's extensive
experience serving on public boards and working with technology companies makes him a qualified candidate to serve on our Board.

 Mr.
Markscheid was a consolidated defendant in his capacity as a director of ChinaCast Education Corporation ("ChinaCast") in
a securities lawsuit filed on May 2, 2012 in the U.S. District Court for the Central District of California, alleging misrepresentation
of ChinaCast's financial conditions and its failure to disclose cash transfers of $120 million to certain officers and directors
of ChinaCast. On November 8, 2016, the district court ruled in favor of the class action plaintiffs, finding ChinaCast was liable for
$65.8 million. On August 25, 2014, a securities complaint alleging similar violations was also filed in the Delaware Court of Chancery
(the "Chancery Court") by ChinaCast, where Mr. Markscheid was named a third-party defendant. On March 23, 2015, the Chancery
Court entered a judgment in favor of the plaintiff, ordering a former director of ChinaCast with damages of $183.3 million caused by
breach of fiduciary duty. The former director filed a third party complaint against the other directors, including Mr. Markscheid, which
was settled in December 2022.

 Mr.
Markscheid was a defendant in his capacity as a director of JinkoSolar Holding Co. Ltd. ("JinkoSolar") in a class action
securities lawsuit filed in October 2011. The plaintiff alleged the JinkoSolar directors of making materially false and misleading statements
regarding its compliance with environmental regulations. The case was settled in March 2016.

 Mr.
Markscheid was a defendant in his capacity as a director of China Integrated Energy, Inc. ("CBEH") in a class action securities
lawsuit filed on June 30, 2011, where the president, officers, directors of CBEH were alleged to have disseminated materially misleading
statements and failed to disclose material information concerning the CBEH's true financial condition and business prospects ("CBEH
June 2011 Case"). Mr. Markscheid was also a defendant in his capacity as a director of CBEH in a class action securities lawsuit
filed on July 8, 2011, where the officers of CBEH were alleged to have made improper statements regarding its financial results and business
operations, caused it to enter into non-accretive acquisitions for entities that they knew were overvalued, failed to implement an effective
system of internal and financial controls, and obstructed the CBEH's audit committee's independent investigation ("CBEH
July 2011 Case"). CBEH June 2011 Case and CBEH July 2011 Case were later consolidated, which was settled in December 2015.

 Mr. Saul
Factor joined our board of directors as an independent director in November 2023. Mr. Factor has over 20 years of experience
as a healthcare and pharmaceuticals executive, with experience driving business operations across various countries around the world.
Mr. Factor currently serves as president of Factor Healthcare Consulting, a pharmaceuticals consulting company, which he founded
in 2020. Prior to that, he served in various roles at different pharmaceuticals and healthcare companies, including serving as president
of Smith Drug Company (2017 to 2020), where he directed marketing, sales, operations, and financial functions; executive vice president
of strategy at Accord Healthcare (2016 to 2017); president of global sourcing & procurement and senior vice president of Global
Generics at McKesson Corporation (2006 to 2016); chief operating officer at RX America, LLC (2003 to 2006); and B2B Brand Manager and
Leader at Eli Lily & Company (2000 to 2003). Mr. Factor received a Bachelor of Science in Pharmacy from Northeastern University
and a Master of Business Administration (MBA) from the University of New Haven. We believe that Mr. Factor's executive leadership
experience and specialty in fostering corporate growth make him a qualified candidate to serve on our Board.

 Our
Advisory Board

 We
have an Advisory Board comprised of the following individuals:

 Name

 Age

 Title

 Yman Vien

 Advisory Board Nominee

 Dr. Lingyun Gu

 Advisory Board Nominee

 Dr. Darryl T. Jenkins

 Advisory Board Nominee

 Michael Roberts

 Advisory Board Nominee

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

 Ms.
Yman Vien, an advisor of the Company, is a business consultant and financial advisor with 30 years of banking industry experience.
Recognized by the American Bankers Association, she has served as Vice President Business Banker at Lakeside Bank where she was responsible
for developing new business for deposits and lending activities, managing customer portfolios, and expanding other banking products and
services relationships. For 30 years, Ms. Vien worked in the banking industry in various positions including auditor, accountant, president
and chief executive officer at local Chicago community banks. Most recently, from 2015 to current, Ms. Vien serves as President at Lotus
Financial Partners, which provides financial consulting services to local developers and business owners for raising private funding
and obtaining bank financing for real estate development projects. Same time from 2021, Ms. Vien has helped to start an Adult Day Care
Service center and In-Home Service programs to seniors. Ms. Vien also served as trustee and treasurer for Ravenswood Health Care Foundation
from 2007 to 2018. Ms. Vien received her Bachelor's Degree in Business Administration Managerial Accounting from Loyola University
in 1985. She also received a diploma from the Graduate School of Banking, University of Wisconsin in 2000. She holds real estate and
insurance licenses. She is the co-founder and current board member of Chinese Mutual Aid Association, a not for profit organization serving
refugees and immigrants in Chicago since 1981.

 Dr.
Lingyun Gu, an advisor of the Company, focuses on the fields of AI, machine learning, and big data, he has published dozens of
papers in international journals and has at least 15 invention patents in the United States and China. At the same time, he also has
senior leadership experience in building AI companies, as well as TMT investment experience in VC companies, which enables him to combine
academic research with business practice. He holds a PhD in School of Computer Science from Carnegie Mellon University.

 Dr.
Darryl T. Jenkins, an advisor of the Company, is a business executive with 30+ years of professional experience building multiple
products and companies. He is an experienced senior leader with a history of working in project management, diversity, equity and inclusion,
marketing, sales, organizational leadership and information technology. Dr. Jenkins has extensive experience working with non-profit
organizations, health care systems, and providers to promote greater health equity through education and research, with a focus in areas
of chronic conditions. Dr. Jenkins currently serves as the President of the Judson University Board of Trustees of Elgin, Illinois and
CEO of DLJ Consulting Group, a professional consulting firm working in corporate and non-profit sectors in Polarity Thinking.
He has held key leadership positions with Fortune 500 Companies and has led diverse information technology teams and network engineers
in national and international project deployments, advanced systems and software integrations. Dr. Jenkins is also a published author.
Dr. Jenkins has served on various public and private boards of directors. Dr. Jenkins holds a Bachelor's Degree from the University
of Illinois Chicago, a Masters and Doctorate degrees from Northern Seminary, Lisle, Illinois.

 Michael
Roberts, an advisor of the Company, is currently the President of Westside Holdings LLC, a marketing and brand development company
since 2006, and the former Global President and Chief Operations Officer for McDonald's Corporation (NYSE: MCD) (2004 to 2006),
where he also served on the Board of Directors. As Global President for McDonald's, Mr. Roberts was responsible for more than
31,000 restaurants in 118 countries. Before assuming this position in 2004, his previous positions at McDonald's Corporation included
Chief Executive Officer, McDonald's USA (2001 to 2004); and President, West Division, McDonald's USA (1997 to 2001). Mr. Roberts
was the Co-Founder of LYFE Kitchen restaurants, where he created a transformational, socially responsible "lyfestyle" brand
whose acronym stands for Love Your Food Everyday. In 2009, Mr. Roberts was the Vice Chairman and a Board Member of the Chicago 2016
Olympic Committee. He was responsible for overseeing marketing and communications activities for the bid from the board level. In addition,
he was also active in areas of sponsorship, advertising, grassroots marketing and building the bid's national and international
presence in support of Chicago's candidacy. Mr. Roberts is also on the Board of Directors of Lumen Technologies (NYSE: LUMN)
(since 2011), a telecommunications company, and a former board member of W.W. Grainger, Inc. (NYSE: GWW), where he also served
as Chair of the Compensation Committee and as a member of the Board Affairs and Nominating Committee. and of Lumen Technologies
(f/k/a CenturyLink), where he also served as a member of the Nominating and Corporate Governance Committee. Mr. Roberts received
his undergraduate degree from Loyola University of Chicago.

 Family
Relationships

 There
are no family relationships between or among any of the current directors, executive officers or persons nominated or charged to become
directors or executive officers, except that Mr. Zhenqiang (Michael) Huang and Mr. Zhenwu Huang are brothers.

 Board
Composition

 Our
business and affairs are organized under the direction of our board of directors, which consists of five (5) members. Our directors hold
office until the earlier of their death, resignation, removal, or disqualification, or until their successors have been elected and qualified.
Our board of directors does not have a formal policy on whether the roles of Chief Executive Officer and chairman of our board of directors
should be separate. The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counseling,
and direction to our management. Our board of directors meets on a regular basis.

 In
addition, in accordance with the terms of our second amended and restated articles of incorporation and amended and restated bylaws,
our board of directors is divided into three (3) classes with only one class of directors being elected in each year and each class
(except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office
of the first class of directors, which consists of Stephen Markscheid, will expire at our first annual meeting of stockholders. The term
of office of the second class of directors, which consists of Saul Factor and John Shigley, will expire at the second annual meeting
of stockholders. The term of office of the third class of directors, which consists of Zhenwu Huang and Zhenqiang Huang, will expire
at the third annual meeting of stockholders. We expect that any additional directorships resulting from an increase in the number of
directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management
or a change in control.

 Our
second amended and restated articles of incorporation and second amended and restated bylaws provide that the authorized number of directors
may be changed only by resolution of our board of directors. Our second amended and restated articles of incorporation and second amended
and restated bylaws also provide that our directors may be removed only for cause, and only by the affirmative vote of the holders of
at least sixty-six and two-thirds percent (66 2/3%) of the total voting power of the outstanding shares of capital stock of the Company
entitled to vote in the election of directors, voting together as a single class, and that any vacancy on our board of directors, including
a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in
office.

Independence

 The
Nasdaq Marketplace Rules require a majority of a listed company's board of directors to be comprised of independent directors within
one year of listing. In addition, the Nasdaq Marketplace Rules require that, subject to specified exceptions, each member of a listed
company's audit, compensation and nominating and corporate governance committees be independent and that audit committee members
also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

 Under
Rule 5605(a)(2) of the Nasdaq Marketplace Rules, a director will only qualify as an "independent director" if,
in the opinion of our board of directors, that person does not have a relationship that would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3 of
the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the
audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other
compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any
of its subsidiaries.

 Our
board of directors has reviewed the composition of our board of directors and its committees and the independence of each director. Based
upon information requested from and provided by each director concerning his background, employment and affiliations, including family
relationships, our board of directors has determined that each of John Shigley, Stephen Markscheid and Saul Factor is an "independent
director" as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules and that John Shigley, Stephen Markscheid
and Saul Factor are "independent directors." Our board of directors also determined that John Shigley, Stephen Markscheid
and Saul Factor, who are members of our audit committee, Stephen Markscheid and Saul Factor, who are members of our compensation committee,
and Stephen Markscheid and Saul Factor, who are members of our nominating and corporate governance committee, satisfy the independence
standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable. In making such determinations,
our board of directors considered the relationships that each such non-employee director has with our company and all other facts and
circumstances our board of directors deemed relevant in determining independence, including the beneficial ownership of our capital stock
by each non-employee director.

 Board
Committees

 Our
board of directors has established three standing committees — audit, compensation and nominating and corporate governance — each
of which operates under a charter that has been approved by our board of directors. Copies of each committee's charter are posted
on the Investor Relations section of our website, which is located at www.richtechrobotics.com. Each committee has the composition
and responsibilities described below. Our board of directors may from time to time establish other committees.

 Audit
Committee

 Our
audit committee consists of John Shigley, who is the chair of the audit committee, Stephen Markscheid and Saul Factor. Our board
of directors has determined that each of the members of our audit committee satisfies the Nasdaq Marketplace Rules and SEC independence
requirements. The functions of this committee include, among other things:

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

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

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

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

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

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

 Our
board of directors has determined that John Shigley qualifies as an "audit committee financial expert" within the meaning
of applicable SEC regulations and meets the financial sophistication requirements of the Nasdaq Marketplace Rules. In making this determination,
our board has considered extensive financial experience and business background. Both our independent registered public accounting firm
and management periodically meet privately with our audit committee.

 Compensation
Committee

 Our
compensation committee consists of Stephen Markscheid, who is the chair of the compensation committee, and Saul Factor. Our board of
directors has determined that each of the members of our compensation committee is an outside director, as defined pursuant to Section 162(m) of
the Code, and satisfies the Nasdaq Marketplace Rules independence requirements. The functions of this committee include, among other
things:

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

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

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

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

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

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

 Nominating
and Corporate Governance Committee

 Our
nominating and corporate governance committee consists of Saul Factor, who is the chair of the compensation committee, and Stephen Markscheid.
Our board of directors has determined that each of the members of this committee satisfies the Nasdaq Marketplace Rules independence
requirements. The functions of this committee include, among other things:

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

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

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

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

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

 personal and professional
 integrity, ethics and values;

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

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

 strong finance experience;

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

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

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

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

 Attendance

 There were eight (8) meetings,
exclusive of action by unanimous written consent, of the board of directors held during fiscal year 2024. Each of our directors attended
all of the meetings of the board of directors held during fiscal year 2024, while such director was a member of the board of directors.

 There were four (4) meetings,
exclusive of action by unanimous written consent, of the Audit Committee held during fiscal year 2024. Each of the committee members
attended all of the meetings of the Audit Committee held during fiscal year 2024 while such committee member served on the Audit Committee.

 There was one (1) meeting,
exclusive of action by unanimous written consent, of the Compensation Committee held during fiscal year 2024. Each of the committee members
attended such meeting of the Compensation Committee held during fiscal year 2024.

 There were zero (0) meetings,
exclusive of action by unanimous written consent, of the Nominating and Corporate Governance Committee held during fiscal year 2024.

 Director Attendance at Annual Meeting of Stockholders

 We do not have a formal
policy regarding the attendance of our board members at our annual meetings of stockholders, but we expect all directors to make every
effort to attend any meeting of stockholders.

 Role of Board in Risk Oversight Process

 Our co-founder and Chief
Executive Officer, Zhenwu (Wayne) Huang, beneficially owns approximately 64.28% of the voting power of our common stock as of December
31, 2024. Periodically, our board of directors assesses these roles and the board of directors leadership structure to ensure the interests
of the Company and our stockholders are best served. Our board of directors has determined that its current leadership structure is appropriate.
Zhenwu (Wayne) Huang, as one of our founders and as our Chief Executive Officer, has extensive knowledge of all aspects of the Company,
our business and risks.

 While management is responsible
for assessing and managing risks to the Company, our board of directors is responsible for overseeing management's efforts to assess
and manage risk. This oversight is conducted primarily by our full board of directors, which has responsibility for general oversight
of risks, and standing committees of our board of directors. Our board of directors satisfies this responsibility through full reports
by each committee chair regarding the committee's considerations and actions, as well as through regular reports directly from
officers responsible for oversight of particular risks within our company. Our board of directors believes that full and open communication
between management and the board of directors is essential for effective risk management and oversight.

 Compensation Committee Interlocks and Insider
Participation

 None of our executive officers
serves, or in the past has served, as a member of the board of directors or compensation committee, or other committee serving an equivalent
function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee.
None of the members of our compensation committee is, or has ever been, an officer or employee of our company.

 Code of Business Conduct and Ethics

 We have adopted a written
code of business conduct and ethics that applies to our employees, officers and directors. A current copy of the code is posted on the
Corporate Governance section of our website, which is located at www.richtechrobotics.com. We intend to disclose future amendments
to certain provisions of our code of business conduct and ethics, or waivers of such provisions applicable to any principal executive
officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, and our directors,
on our website identified above or in filings with the SEC.

 Insider Trading Policy

 We have adopted a formal
policy against insider trading which provides guidelines to all of our directors, officers, employees, and consultants with respect to
trading in our securities, as well as the securities of publicly traded companies with whom we have a business relationship. This policy
has been designed to prevent insider trading or even allegations of insider trading.

 Compensation Recovery and Clawback Policy

 Under the Sarbanes-Oxley
Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we
can recoup those improper payments from our executive officers. The SEC also recently adopted rules which direct national stock exchanges
to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have misstated
its financial results.

 On November 13, 2023, our
Board of Directors approved the adoption of the Executive Compensation Clawback Policy (the "Clawback Policy"), with an effective
date of October 2, 2023, in order to comply with the final clawback rules adopted by the SEC under the Rule, and the listing standards,
as set forth in the Nasdaq Listing Rule 5608 (the "Final Clawback Rules").

 The Clawback Policy provides
for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined
in the Rule ("Covered Officers") in the event that we are required to prepare an accounting restatement, in accordance with
the Final Clawback Rules. The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or
otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors may
recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed
fiscal years preceding the date on which we are required to prepare an accounting restatement.

 Section 16(a) Beneficial Ownership Reporting
Compliance

 Section 16(a) of the Exchange
Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and reports of changes
in ownership of our common stock with the Commission. Directors, executive officers and ten percent stockholders are also required to
furnish us with copies of all Section 16(a) forms that they file. Based solely on our review of such forms furnished to us and written
representations from certain reporting persons, we believe that during the year ended September 30, 2024, all reports applicable to our
executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of
the Exchange Act, except as set forth below:

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

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

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

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

 ITEM 11. Executive Compensation

 This section discusses the
material components of the executive compensation program for our named executive officers for the years ended September 30,
2024 and 2023. Individuals we refer to as our "named executive officers" include our Chief Executive Officer and our two
other most highly compensated executive officers whose salary and bonus for services rendered in all capacities exceeded $100,000 during
the fiscal year ended September 30, 2024.

 Our named executive officers
are:

 Zhenwu (Wayne) Huang

 Chief Executive Officer

 Matthew Casella

 President

 Chief Operating Officer

 Summary Compensation Table

 The following table presents
the compensation awarded to or earned by or paid to our named executive officers during the fiscal years ended September 30, 2024 and
2023.

 Name and Principal
 Position

 Year
 (FY)

 Salary
 ($)

 Bonus
 ($)

 Option
 Awards
 ($)

 Non-Equity
 Incentive

 Plan
 Compensation
 ($)

 Nonqualified
 Deferred

 Compensation
 Earnings
 ($)

 All Other
 Compensation

 ($)

 Total
 ($)

 Zhenwu (Wayne) Huang

 2024

 120,000

 —

 —

 —

 —

 120,000

 CEO

 2023

 120,016

 —

 —

 —

 —

 120,816

 2024

 133,717

 —

 —

 —

 —

 —

 133,717

 COO

 2023

 60,000

 —

 —

 —

 —

 —

 60,000

 Matthew Casella

 2024

 168,654

 —

 —

 —

 —

 180,000

 President

 2023

 ---

 —

 —

 —

 —

 ---

 Narrative to Summary Compensation Table

 Employment Agreements

 For the fiscal year ended
September 30, 2023, the Company maintained employment agreements with its Chief Executive Officer, Chief Operating Officer and President.
Each of the agreements provide for paid holidays, health insurance eligibility, and severance as required by applicable law. Following
termination of employment, the executives agreed to refrain from (i) hiring or attempting to hire any current employees of the Company;
and (ii) solicit business from current clients or clients who have retained the Company in the 6-month period immediately preceding
the employment termination.

 Agreement with Chief Executive Officer

 The CEO employment agreement
was entered as of July 1, 2016. Initially, the CEO annual base salary was $120,000, and for the fiscal year ended September 30,
2024, the annual base salary for Mr. Zhenwu (Wayne) Huang was $120,000. Upon termination of employment without cause, the Company
is required to pay to Mr. Zhenwu (Wayne) Huang an amount as required by the Employment Standards Act 2000 or other such legislation
as may be in effect at the time of termination. This payment shall constitute the employee's entire entitlement arising from said
termination. The agreement provides for a non-solicitation period of six (6) months following the termination of employment.

 Agreement with Chief Operating Officer

 The COO employment agreement
was entered as of July 2, 2020. Initially, Mr. Zheng was paid an hourly rate of $50 per hour, and for the fiscal year ended September 30,
2024, the annual base salary for Mr. Zheng was $133,717. On November 20, 2024, Mr. Zheng was granted 200,000 shares of Class B common
stock. Upon termination of employment without cause, the Company is required to pay to Mr. Zheng an amount as required by the Employment
Standards Act 2000 or other such legislation as may be in effect at the time of termination. This payment shall constitute the employee's
entire entitlement arising from said termination. The agreement provides for a non-solicitation period of six (6) months following the
termination of employment.

 On November 20, 2024, Mr.
Zheng was granted 200,000 shares of Class B common stock

 Agreement
with President

 The employment agreement
with Matt Casella August 15, 2023. For the fiscal year ended September 30, 2023, the annual base salary for Mr. Casella was
$168,654. Under the terms of the agreement, the annual stock option grant will follow a "50+70" plan, where 50,000 shares
will be granted as vested stock options after one year of service, and an additional 70,000 shares will be granted based on the completion
of annual performance targets. On November 20, 2024, Mr. Casella was granted 60,000 shares of Class B common stock. Upon termination
of employment without cause, the Company is required to pay to Mr. Casella an amount as required by the Employment Standards Act
2000 or other such legislation as may be in effect at the time of termination. This payment shall constitute the employee's entire
entitlement arising from said termination. The agreement provides for a non-competition and non-solicitation period of twelve (12) months
following the termination of employment.

 Outstanding Equity Awards at Fiscal Year-End
Table

 The following table summarizes
the number of shares of common stock underlying outstanding equity incentive plan awards for each named executive officer as of September 30,
2024.

 Name

 Underlying

 Unexercised

 Options

 (# exercisable)

 Underlying

 Unexercised

 Options

 (# unexercisable)

 Equity

 Incentive

 Plan

 Awards:

 Underlying

 Unexercised

 Unearned

 Options

 Option

 Exercise

 Price

 Option

 Expiration

 Date

 shares or

 units of

 stock that

 have not yet

 vested

 Zhenwu (Wayne) Huang

 CEO

 —

 —

 —

 —

 —

 —

 COO

 —

 —

 —

 —

 —

 —

 Matthew Casella

 President

 —

 —

 —

 —

 —

 —

 Incentive Plan

 On September 26, 2024, our
Board and the holders of a majority of the voting power of the outstanding Class B common stock of the Company adopted resolutions by
written consent to approve and adopted the Amended and Restated Richtech Robotics Inc. 2023 Stock Option Plan (the "Incentive Plan"),
pursuant to the Company's second amended and restated bylaws and Nevada law. The principal purposes of the Incentive Plan are to:
(a) attract and retain the best available personnel for positions of substantial responsibility; (b) provide additional incentive
to employees, directors, and consultants; and (c) promote the success of the business of the Company. The following description
of the principal terms of the Incentive Plan is a summary of the terms of the Incentive Plan and is qualified in its entirety by the
full text of the Incentive Plan.

 Administration of the Incentive Plan

 Our Board or a committee
appointed by the Board will administer the Incentive Plan. The plan administrator has broad authority to:

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

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

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

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

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

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

 Shares Subject to the Incentive Plan

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

 Participation

 Employees, directors, and
consultants that provide services to us or one of our subsidiaries may be selected to receive awards under the Incentive Plan. Incentive
stock options may only be granted under the Incentive Plan to persons who, at the time of the grant, are employees of our Company or
our subsidiaries.

 Types of Awards

 The Incentive Plan permits
the granting of awards in the form of stock options and stock purchase rights, which include restricted stock awards and restricted stock
units.

 Stock Options. A
stock option entitles the recipient to purchase shares of Class B common stock at a fixed exercise price. The exercise price per
share will be determined by the plan administrator in the applicable award agreement in its sole discretion at the time of the grant.
The exercise price can be paid in cash, check, net exercise, any consideration permissible under applicable law, or any combination of
the foregoing. The maximum term of each stock option shall be fixed by the plan administrator, but in no event shall an option be exercisable
more than ten (10) years after the date such option is granted.

 The plan administrator may
grant share options that qualify as "incentive stock options," as described in Section 422 of the Code. The exercise
price per share for an incentive stock option may not be less than 100% of the fair market value of a share of Class B common stock
on the date of the grant. However, for an incentive stock option granted to a person possessing more than 10% of the total combined voting
power of all classes of our shares, the exercise price may not be less than 110% of the fair market value of a share of Class B
common stock on the date of grant and the option term may not exceed five (5) years. The aggregate fair market value of all shares
with respect to which incentive stock options are exercisable by any one individual participant for the first time during any calendar
year (under all of the plans of the Company, including the Incentive Plan), measured at the date of the grant, may not exceed $100,000.

 Restricted Stock. A
restricted stock award is an award of Class B common stock that vests in accordance with the terms and conditions established by
the plan administrator. The plan administrator will determine the persons to whom grants of restricted stock are made, the number of
shares to be awarded, the price (if any) to be paid for the restricted stock, the time or times within which awards of restricted stock
may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted
stock awards.

 Restricted Stock Units. Restricted
stock units are the right to receive shares of Class B common stock at a future date in accordance with the terms of such grant
upon the attainment of certain conditions specified by the plan administrator. Restrictions or conditions could include, but are not
limited to, the attainment of performance goals, continuous service with our Company, the passage of time, or other restrictions or conditions.
The plan administrator determines the persons to whom grants of restricted stock units are made, the number of restricted stock units
to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule and
rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards.

 The holders of restricted
stock units will have no voting rights. Prior to settlement or forfeiture, restricted stock units awarded under the Incentive Plan may,
at the plan administrator's discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited
with an amount equal to all dividends paid on one share of Class B common stock while each restricted stock unit is outstanding.
Dividend equivalents may be converted into additional restricted stock units. Settlement of dividend equivalents may be made in the form
of cash, shares, other securities, other property, or a combination of the foregoing. Prior to distribution, any dividend equivalents
shall be subject to the same conditions and restrictions as the restricted stock units to which they are payable.

 Equitable Adjustments

 In the event of a stock
split, reverse stock split, stock dividend, combination, recapitalization or reclassification of shares of Class B common stock,
the maximum number and kind of shares reserved for issuance or with respect to which awards may be granted under the Incentive Plan will
be adjusted to reflect such event, and the plan administrator will make such adjustments as it deems appropriate and equitable in the
number, kind, and exercise price of shares covered by outstanding awards made under the Incentive Plan.

 Change in Control

 In the event of any proposed
change in control (as described in the Incentive Plan), the plan administrator will take any action as it deems appropriate, which action
may include, without limitation, the following: (i) the continuation of any award, if the Company is the surviving corporation;
(ii) the assumption of any award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving
corporation or its parent or subsidiary of equivalent awards; or (iv) accelerated vesting of the award and a limited period during
which to exercise the award prior to closing of the change in control.

 Transferability

 An award may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner, other than by will or by the laws of descent or distribution,
and may be exercised or purchased during the lifetime of the participant, only by the participant.

 Term

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

 Amendment and Termination

 Our Board may amend, alter,
suspend, or discontinue the Incentive Plan at any time. Any such termination will not affect outstanding awards. No amendment, alteration,
suspension, or discontinuation of the Incentive Plan will impair the rights of any participant without the participant's consent.

 Director Compensation

 Following our initial public
offering, our non-employee directors and members of our Advisory Board will each receive an initial award of 6,427 restricted shares
of Class B common stock. Such shares would vest ratably on an annual basis over four years beginning on the first anniversary of the
initial public offering. Non-employee directors will also receive additional annual awards of restricted shares of Class B common stock
equal to the number of shares granted in the initial award. Such subsequent awards may be adjusted by the compensation committee of the
board of directors based on then-current market conditions considering the size of the Company. We will also reimburse our non-employee
directors for certain expenses incurred in connection with their duties as directors of the Company.

 The following table shows
the compensation paid to our non-employee directors during the year ended September 30, 3024. On July 1, 2024, the Company issued
12,000 shares of its Class B common stock to each of its non-employee directors as compensation for their services on the Board of Directors.
The shares were issued at the closing market price of the Company's common stock on the date of grant. The total value of the stock
issued to each director was $14,640.

 Name

 Fees

 Earned

 or Paid

 in Cash

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Nonequity

 incentive

 plan

 compensation

 ($)

 Nonqualified

 deferred

 compensation

 earnings

 ($)

 All
 other

 compensation

 ($)

 Total

 ($)

 John Shigley

 $

 -

 -

 -

 -

 -

 $

 Stephen Markscheid

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 Limitation of Liability and Indemnification
Matters

 The Company's second
amended and restated articles of incorporation and second amended and restated bylaws limit the directors' liability and may indemnify
directors and officers to the fullest extent permitted under the NRS 78.7502-NRS 78.751.

 Nevada law, NRS 78.138,
provides that the Company's directors and officers will not be personally liable to us, our stockholders or our creditors for damages
for any act or omission in his or her capacity as a director or officer other than in circumstances where the director or officer breaches
his or her fiduciary duty to us or our stockholders and such breach involves intentional misconduct, fraud or a knowing violation of
law and the trier of fact determines that the presumption that he or she acted in good faith, on an informed basis and with a view to
the interests of the corporation has been rebutted, or with respect to payment of dividends in violation of the NRS. While Nevada law
allows the articles of incorporation of a corporation to provide for greater liability of the corporation's directors and officers,
our second amended and restated articles of incorporation does not provide for greater liability of our officers and directors than is
provided under Nevada law.

 Nevada law allows a corporation
to indemnify officers and directors for actions pursuant to which a director or officer either would not be liable pursuant to the limitation
of liability provisions of Nevada law or where he or she acted in good faith and in a manner which he or she reasonably believed to be
in or not opposed to our best interests, and, in the case of an action not by or in the right of the corporation and with respect to
any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

 As permitted by Nevada law
or our second amended and restated articles of incorporation, our second amended and restated bylaws (a) include provisions that eliminate
the personal liability of our directors or officers for damages resulting from certain breaches of fiduciary duties as a director or
officer; (b) require the Company to indemnify and hold harmless any officer or director against all expense, liability and loss (including,
without limitation, attorneys' fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the indemnitee in connection with any threatened, pending, or completed action, suit or proceeding (including,
without limitation, an action, suit or proceeding by or in the right of the company), whether civil, criminal, administrative, or investigative;
and (c) require us to advance expenses of the indemnitee as such expenses are incurred upon receipt of an undertaking by or on behalf
of the indemnitee to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled
to be indemnified by the Company.

 The effect of these provisions
is to restrict our rights and the rights of our stockholders in derivative suits to recover damages against a director or officer for
breach of fiduciary duties as a director or officer. In addition, the Company pays the costs of settlement and damage awards against
directors and officers pursuant to these indemnification provisions.

 These limitations of liability
do not apply to liabilities arising under federal securities laws and do not affect the availability of equitable remedies such as injunctive
relief or recession.

 We have obtained a directors'
and officers' insurance policy pursuant to which our directors and officers are insured against liability for actions taken in
their capacities as directors and officers.

 ITEM 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters

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

 Applicable percentage
ownership is based on an aggregate of 112,052,244 shares of our common stock, consisting of (i) 39,934,846 shares of our Class A common
stock and (ii) 71,484,551 shares of our Class B common stock outstanding as of January 14, 2025. We have determined beneficial ownership
in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole
or shared voting or investment power with respect to such securities. In addition, pursuant to such rules, we deemed outstanding shares
of Class B common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days
of the date of January 14, 2025. We did not deem such shares outstanding, however, for the purpose of computing the percentage ownership
of any other person. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial
owners named in the table below have sole voting and investment power with respect to all shares of our Class A common stock and Class
B common stock that they beneficially own, subject to applicable community property laws.

 Name of Beneficial Owner (1)

 Shares of
 Class A

 Common
 Stock

 Shares of
 Class B

 Common
 Stock

 % of Total
 Voting
 Power

 Executive Officers and Directors

 Zhenwu Huang

 30,308,000

 —

 64.28
 %

 Zhenqiang Huang

 7,892,000

 —

 16.74
 %

 —

 1,400,000

 *

 Matthew G. Casella

 —

 60,000

 *

 John Shigley

 —

 22,000

 *

 Stephen Markscheid

 —

 22,000

 *

 —

 22,000

 *

 All officers and directors as a group (7
 individuals)

 38,200,000

 1,526,000

 81.35
 %

 5% Stockholders

 N/A

 *

 Less than 1%

 (1)

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

 Changes in Control

 None.

 ITEM 13. Certain Relationships
and Related Transactions, and Director Independence

 During the year ended September
30, 2024, the Company repaid all outstanding loans from related parties. These loans, which were previously disclosed in our Form 10-K
for the year ended September 30, 2023, were obtained to support the Company's operations and growth. The repayment of these loans
demonstrates the Company's commitment to sound financial management and reducing its reliance on related party financing.

 In addition, we had the following related party balances:

 As of

 As of

 Notes

 2024

 2023

 Amounts due from related parties:

 Uplus Academy LLC

 (i)

 -

 Uplus Academy NLV LLC

 (i)

 -

 -

 As of

 As of

 Notes

 2024

 2023

 Amounts due to related parties:

 Bison Systems LLC

 (ii)

 -

 Zhenwu Huang

 (iii)

 -

 (iv)

 -

 -

 (i)
 Uplus Academy LLC and Uplus Academy NLV LLC
 were both former subsidiaries of the Company that were disposed of on December 31, 2021.
 As of September 30, 2024, loans to Uplus Academy LLC and Uplus Academy NLV LLC were fully
 repaid.

 (ii)
 Bison Systems LLC was 100% owned by Zhenwu
 Huang, CEO and controlling stockholder of the Company and Zhenqiang Huang, CFO and major
 stockholder of the Company. As of September 30, 2024, the loans from Bison Systems LLC were
 fully repaid.

 (iii)
 Zhenwu Huang, CEO and controlling stockholder
 of the Company, made multiple interest-free and non-maturity loans to the Company since the
 inception of the business to support the Company's operations. As of September 30,
 2024, the loans from Zhenwu Huang were fully repaid.

 (iv)
 Phil Zheng has served as the Company's
 COO since February 2020. Phil Zheng made an interest-free and non-maturity loan to the Company
 in May 2023. As of September 30, 2024, the loan from Phil Zheng was fully repaid.

 ITEM 14. Principal Accounting
Fees and Services

 The following table sets
forth the fees billed by our independent accountants, Bush & Associates CPA LLC ("Bush & Associates") for
the years ended September 30, 2024 and 2023.

 Year Ended

 2024

 2023

 Audit fees

 $
 36,400

 $
 42,500

 Audit-related fees

 $
 15,600

 $
 18,000

 Tax fees

 $
 -

 $
 -

 All other fees

 $
 -

 $
 -

 Audit Fees

 Audit fees consist of fees
for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Bush &
Associates in connection with regulatory filings. The aggregate fees of Bush & Associates for professional services rendered
for the audit of our annual financial statements, review of the financial information include in our filings with the SEC for the years
ended September 30, 2024 and 2023 totaled approximately $36,400 and $42,500, respectively. The above amounts include interim procedures
and audit fees, as well as attendance at audit committee meetings.

 Audit-Related Fees

 Audit-related fees consist
of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial
statements and are not reported under "Audit Fees." These services include attest services that are not required by statute
or regulation and consultations concerning financial accounting and reporting standards. We paid Bush & Associates $15,600 and
$18,000 for consultations concerning financial accounting and reporting standards for the years ended September 30, 2024 and 2023, respectively.

 Tax Fees

 We did not pay Bush &
Associates for tax services, planning or advice for the years ended September 30, 2024 and 2023.

 All Other Fees

 We did not pay Bush &
Associates for any other services for the years ended September 30, 2024 and 2023.

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

 Our audit committee was
formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing
services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since
the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services
and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis
exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of
the audit).

 ITEM 15. Exhibits and
Financial Statements Schedules

 (a)

 The following documents are filed as part of this Report:

 (1)

 Financial Statements

 Page

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

 Balance Sheets

 Statements of Operations

 Statements of Stockholders' Equity

 Statements of Cash Flows

 Notes to Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and the Board of Directors of

 Richtech Robotics, Inc.

 Las Vegas, Nevada

 OPINION ON THE FINANCIAL STATEMENTS

 We have audited the accompanying consolidated
balance sheets of Richtech Robotics, Inc. and Subsidiaries (the "Company") as of September 30, 2024 and 2023, and the related
consolidated statements of operations and comprehensive income, changes in stockholders' deficit, and cash flows for the years
then ended, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September
30, 2024 and 2023, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.

 BASIS FOR OPINION

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a
public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required
to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the financial statements. We believe that our audits provides a reasonable basis for our opinion.

 CRITICAL AUDIT MATTERS

 The critical audit matters communicated below
are matters arising from the current period audit of the financial statements that were communicated to the audit committee and that:
(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective,
or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.

 CRITICAL AUDIT MATTER: REVENUE RECOGNITION.

 Description of the Matter:

 We identified revenue recognition as a critical
audit matter. The Company generates revenue primarily through direct sales of branded robotic products to customers. The Company also
generates revenue from Robots-as-a-Service ("RaaS"). which provide customers with ongoing access to its robotic solutions
under long-term contracts. For RaaS agreements, revenue is recognized over time on a monthly basis as the services are provided and the
customer benefits from the use of the robotic solutions.

 F- 2

 The transaction price is typically fixed and
allocated evenly across the contract term unless specific usage-based considerations are included. Revenue recognition begins once the
robots are installed and operational at the customer's site.

 For the fiscal year ended September 30, 2024, the Company reported
revenue of approximately $4,240 thousand, representing a 52% decrease from the previous year.

 The Company's revenue recognition process involves significant
judgment in several areas:

 1.
 Identifying performance
 obligations in customer contracts

 2.
 Determining the
 timing of control transfer to customers

 3.
 Measuring and allocating
 the transaction price

 4.
 Assessing the probability
 of collecting consideration from customers.

 Given the complexity of the Company's revenue recognition policy,
which adheres to ASC 606, and the significant decrease in revenue, auditing revenue recognition required extensive audit effort and a
high degree of auditor judgment.

 How the Critical Audit Matter Was Addressed in the Audit

 Auditor's Evaluation:

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

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

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

 4.
 Performing substantive
 analytical procedures to identify unusual revenue trends

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

 /s/ Bush & Associates CPA LLC

 We have served as the Company's auditor since 2022.

 Henderson, Nevada

 January 14, 2025

 PCAOB ID Number 6797

 F- 3

ROBOTICS INC.

 Balance
Sheets

 September
30, 2024 and 2023

 (In
thousands, except share and per share data)

 2024

 2023

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 14,566

 $

 Short term investment

 15,940

 -

 Accounts receivable, (net of allowance for doubtful accounts)

 1,359

 5,576

 Amount due from related parties, current

 -

 Inventory

 1,148

 Prepaid expenses and other current assets

 Total current assets

 33,046

 6,982

 Property and equipment, net

 Deferred tax assets, net

 -

 Operating lease right-of-use-assets

 Intangible assets, Net

 7,621

 -

 Other assets, non-current

 Total assets

 $
 42,651

 $
 7,853

 LIABILITIES, PREFERRED STOCK AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable

 $

 $
 1,126

 Amount due to related parties, current

 -

 Accrued expenses

 Short-term loan

 Tax payables

 Operating lease liabilities, current

 Total current liabilities

 2,890

 Long-term payables

 -

 Operating lease liabilities, non-current

 Total liabilities

 3,044

 Commitments and contingencies

 Stockholders' equity:

 Class A Common stock, $ 0.0001 par, 100,000,000 shares authorized as of September 30, 2024 and September 30, 2023, 39,934,846 and 44,353,846 shares issued and outstanding as of September 30, 2024 and September 30, 2023, respectively

 $

 $

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

 Additional Paid-in Capital

 49,667

 4,602

 Retained earnings

 ( 7,939
)

 Total stockholders' equity

 41,738

 4,809

 Total liabilities, preferred stock and stockholder's equity

 $
 42,651

 $
 7,853

 See accompanying Notes to Financial Statements

 F- 4

ROBOTICS INC.

 Statements
of Operations

 For
the years ended September 30, 2024 and 2023

 (In
thousands, except share and per share data)

 2024

 2023

 Revenue, net

 $
 4,240

 $
 8,759

 Cost of revenue, net

 1,520

 2,744

 Gross profit

 2,720

 6,015

 Operating expenses:

 Research and development

 2,021

 1,979

 Sales and marketing

 1,315

 General and administrative

 6,457

 3,509

 Total operating expenses

 9,793

 5,726

 Loss from operations

 ( 7,073
)

 Non-operating income(expense):

 Investment Income

 -

 Interest expenses, net

 ( 762
)

 ( 734
)

 Total other expenses

 ( 749
)

 ( 734
)

 Loss before income tax expense

 ( 7,822
)

 ( 445
)

 Income tax benefit/(expense)

 ( 318
)

)

 ( 339
)

 Net loss attributable to common stockholders

 $
)

 $
 ( 339
)

 Basic and diluted net loss per share of common stock

 $
 ( 0.12
)

 $
 ( 0.01
)

 Weighted average shares used to compute basic and diluted net loss per share

 69,953,723

 62,166,846

 See accompanying Notes to Financial Statements.

 F- 5

ROBOTICS INC

 Statements
of Equity

 For
the years ended September 30, 2023 and 2024

 (in
thousands, except per share data)

 Common stock*

 Additional

 Retained earnings

 Total

 Class A

 Class B

 Paid-in

 (Accumulated

 Shareholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 deficit)

 equity

 Balance at September 30, 2022

 39,400,000

 $

 600,000

 $
 -

 $
 2,374

 $

 $
 2,918

 Common stock issued for cash

 -

 -

 9,397,000

 2,229

 -

 2,230

 Common stock issued for future services

 6,153,846

 -

 6,616,000

 38,317

 -

 38,318

 Provision of Common stock issued for future services

 -

 -

 -

 -

 ( 38,318
)

 -

 ( 38,318
)

 Conversion from class A to Class B common stock

 ( 1,200,000
)

 -

 1,200,000

 -

 -

 -

 -

 -

 -

 -

 -

 -

 ( 339
)

 ( 339
)

 Balance at September 30, 2023

 44,353,846

 $

 17,813,000

 $

 $
 4,602

 $

 $
 4,809

 Initial Public offering related expenses

 -

 -

 -

 -

 ( 1,435
)

 -

 ( 1,435
)

 Common stock Issuance for initial public offering*

 -

 -

 2,142,563

 -

 10,713

 -

 10,713

 Issuance of Common shares for Loan Settlement

 -

 -

 2,294,114

 -

 3,383

 -

 -

 Issuance of Common Shares for Intangible Asset Acquisition

 -

 -

 4,730,726

 2,216

 -

 -

 Shares Issued to Employees and Directors

 -

 -

 51,890

 -

 -

 -

 Issuance of new shares for cash

 -

 -

 22,343,961

 30,124

 -

 30,126

 Conversion from class A to Class B Common stock

 ( 4,419,000
)

 -

 4,419,000

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance at September 30, 2024

 39,934,846

 $

 53,795,254

 $

 $
 49,667

 $
 ( 7,939
)

 $
 41,738

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

 See accompanying Notes to Financial Statements.

 F- 6

ROBOTICS, INC.

 STATEMENTS OF CASH FLOWS

 For the year ended September
30, 2024 and 2023

 (In thousands)

 2024

 2023

 Cash flows from operating Activities:

 $
)

 $
 ( 339
)

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

 Accounts receivable

 4,218

 ( 3,919
)

 Inventory

 ( 326
)

 Prepaid expenses and other current assets

 ( 16
)

 Right-of-use asset

 ( 191
)

 Accounts payable

 ( 976
)

 Tax payable

 ( 456
)

 Accrued expenses

 Deferred tax assets

 ( 518
)

 Depreciation and amortization

 Operating lease liabilities, current

 ( 12
)

 ( 108
)

 Operating lease liabilities, non- current

 Net cash provided by operating activities

 ( 5,060
)

 ( 2,896
)

 Cash flows from investing activities:

 Purchase of equipment

 ( 725
)

 -

 Purchase of intangible assets

 ( 5,470
)

 -

 Purchase of short-term investments

 ( 15,940
)

 -

 Purchase of long-term investments

 ( 730
)

 -

 Cash used for lending to related parties

 ( 30
)

 Payment received from lending to related
 parties

 -

 Net cash used in investing activities

 ( 22,731
)

 ( 26
)

 Cash flows from financing activities:

 Proceeds from the issuance of related party debt

 -

 Payment of loans received from third parties

 ( 3,792
)

 -

 Loans received from third parties

 3,102

 Loan Settlement

 3,383

 -

 Payment of related party debt

 ( 238
)

 ( 247
)

 Proceeds from issuance of ordinary shares

 30,182

 -

 Proceeds from stockholder capital injection

 9,286

 2,230

 Net Cash used in financing activities

 41,924

 3,028

 Net change in cash and cash equivalents

 14,133

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

 $

 $

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

 $
 14,566

 $

 See accompanying Notes to
Financial Statements.

 F- 7

 NOTES

 FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND
2023

 (Dollars in thousands, unless otherwise stated)

 NOTE 1: Nature of Business

 Description of Business

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

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

 Risk and Uncertainties

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

 Emerging Growth Company Status

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

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

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

 F- 8

 NOTES TO FINANCIAL STATEMENTS

 FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND
2023

 (Dollars in thousands, unless otherwise stated)

 NOTE 2: Summary of Significant Accounting Policies

 Basis of Presentation

 These financial statements
and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"),
pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). All intercompany accounts and transactions
have been eliminated in consolidation.

 Use of Estimates

 The preparation of the financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.

 Segment Reporting

 Operating segments are identified
as components of an enterprise about which separate financial information is available for evaluation by the chief operating decision-maker
in making decisions regarding resource allocation and assessing performance. We view our operations and manage our business as one operating
segment.

 Cash and Cash Equivalents

 We consider all highly liquid
investments purchased with an original maturity of three months or less to be cash equivalents. We place our cash and cash equivalents
in highly liquid instruments with, and in the custody of, financial institutions with high credit ratings.

 Accounts Receivable

 Our accounts receivable
primarily consist of trade receivables, which represent amounts owed to us by customers for products and services provided. These receivables
are presented net of any rebates, price protection adjustments, and an allowance for credit losses. In addition to trade receivables,
our accounts receivable also include unbilled receivables. These primarily relate to work completed on development services and semi-custom
products for which revenue has been recognized but not yet invoiced to customers. We expect these unbilled receivables to be billed and
collected within twelve months.

 We actively manage our exposure
to customer credit risk through various measures, including credit limits, credit lines, ongoing monitoring procedures, and credit approvals.
We perform in-depth credit evaluations of all new customers and periodically reassess the creditworthiness of existing customers. If
deemed necessary, we may require letters of credit, bank or corporate guarantees, or advance payments to mitigate credit risk.

 To account for potential
losses from uncollectible accounts, we maintain an allowance for credit losses. This allowance considers both specific troubled accounts
and an overall estimate of potential uncollectible receivables based on historical experience and current credit quality assessments.
As of September 30, 2024, the allowance for credit losses was $ 197 thousand, compared to $ 333 thousand as of September 30, 2023. We believe
that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential for uncollectible
accounts.

 F- 9

 NOTES TO FINANCIAL STATEMENTS

 FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND
2023

 (Dollars in thousands, unless otherwise stated)

 NOTE 2: Summary of Significant Accounting Policies (cont.)

 Inventories

 We value inventory at standard
cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market
conditions. In determining excess or obsolescence reserves for our products, we consider assumptions such as changes in business and
economic conditions, other-than-temporary decreases in demand for our products, and changes in technology or customer requirements. In
determining the lower of cost or net realizable value reserves, we consider assumptions such as recent historical sales activity and
selling prices, as well as estimates of future selling prices. We fully reserve for inventories and non-cancellable purchase orders for
inventory deemed obsolete. We perform periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand
balances and non-cancellable purchase orders to anticipated usage using recent historical activity as well as anticipated or forecasted
demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by us, additional
inventory carrying value adjustments may be required.

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

 Year ended September 30,

 2024

 2023

 Raw materials

 $

 $

 Finished goods

 Total inventories

 $
 1,148

 $

 Property, and Equipment, net

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

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

 Year ended September 30,

 2024

 2023

 Furniture, fixtures & equipment

 $

 $

 Leasehold improvements

 Accumulated depreciation

 ( 54
)

 ( 39
)

 Property and equipment, net

 $

 $

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

 Intangible Asset, net

 The Company's intangible
assets consist of multiple systems purchased for our robotic product. These assets are amortized using the straight-line method over
their estimated useful life of 10 years.

 F- 10

 NOTES

 FOR

 NOTE 2:
Summary of Significant Accounting Policies (cont.)

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

 Year

 2024

 2023

 Intangible Asset

 $
 7,687

 $
 -

 Accumulated Amortization

 ( 67
)

 -

 Intangible
 Asset, net

 $
 7,620

 $
 -

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

 Stockholders'
Equity

 As
of September 30, 2024 and 2023, the Company had 53,795,254 and 17,813,000 shares, respectively, of Class B common stock issued and outstanding,
and 39,934,846 and 44,353,846 shares, respectively, of Class A common stock issued and outstanding. During the fiscal year ended September
30, 2024, the Company issued an aggregate of 35,982,254 shares of Class B common stock and no shares of Class A common stock. A description
of all material issuances of the Company's Class B common stock is set forth below.

 On
November 21, 2023, the Company issued an aggregate of 2,100,000 shares of Class B common stock, at a price of $ 5.00 per share, in connection
with the closing of its initial public offering. On December 22, 2023, the Company issued an additional 42,563 shares of Class B common
stock, at a price of $ 5.00 per share, pursuant to the partial exercise of the underwriters' over-allotment option.

 On
February 15, 2024, the Company entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, Ltd. ("Yorkville"),
pursuant to which Yorkville agreed to purchase up to $ 50 million of the Company's shares of Class B common stock over the
course of 24 months after the date of the SEPA. The price of shares to be issued under the SEPA would be 96 % of the lowest volume
weighted average price (the "VWAP") of the Company's Class B common stock for the three trading days immediately following
the delivery of each Advance (as defined below) notice by the Company. Each issuance and sale by the Company to Yorkville under the SEPA
(an "Advance") would subject to a maximum amount equal to 100 % of the daily trading volume of the Company's Class
B common stock, as reported by Bloomberg L.P., during the five trading days immediately preceding an Advance notice. For a more detailed
description of the terms of the SEPA, please refer to the Company's Current Report on Form 8-K/A filed with the SEC on March 15,
2024. As of September 30, 2024, the Company had issued an aggregate of 8,776,211 shares of Class B common stock under the SEPA. In addition,
on April 22, 2024, the Company issued 259,350 Commitment Shares to Yorkville pursuant to the SEPA.

 On
September 3, 2024, the Company issued the following securities to certain institutional investors, pursuant to that certain Securities
Purchase Agreement, dated as of August 29, 2024, and to certain retail purchasers (together with the institutional investors, the "Investors"),
pursuant to the Company's prospectus, dated August 29, 2024, as filed with the SEC on August 30, 2024, in a public offering:
(i) an aggregate of 13,242,963 shares of the Company's Class B common stock, (ii) pre-funded warrants to purchase up to 2,312,594
shares of Class B common stock (the "Pre-Funded Warrants"), and (iii) warrants to purchase up to 15,555,557 shares of Class
B common stock (the "Common Warrants"), at a purchase price per share and accompanying Common Warrant of $ 1.35.
The Pre-Funded Warrants were exercisable immediately on the date of issuance at an exercise price of $ 0.00001 per share and may be exercised
at any time until all of the Pre-Funded Warrants are exercised in full. The Common Warrants are exercisable immediately on the date of
issuance at an exercise price of $ 1.35 per share and will expire five years from the date of issuance.

 As
of September 30, 2024, the Company had issued an aggregate of 2,312,594 shares of Class B common stock pursuant to the exercise of all
of the outstanding Pre-Funded Warrants in full, at an exercise price of $ 0.00001 per share. As of September 30, 2024, the Company has
issued zero shares of Class B common stock pursuant to the exercise of Common Warrants, at an exercise price of $ 1.35 per share.

 During
the fiscal year ended September 30, 2024, the Company issued an aggregate of 4,829,573 shares of Class B common stock under the Amended
and Restated Richtech Robotics, Inc. 2023 Stock Option Plan, consisting of the following: (i) 4,730,726 shares of Class B common stock
issued to a consultant as compensation for technology development services. Upon completion of the development, the resulting technology
was recognized as an intangible asset on the Company's balance sheet in accordance with ASC 350 and ASC 718; (ii) 51,890 shares
of Class B common stock issued as stock compensation to employees and directors; and (iii) 46,957 shares of Class B common stock allocated
to the employee and director equity incentive pool.

 During
the fiscal year ended September 30, 2024, the Company issued an aggregate of 4,419,000 shares of Class B common stock to stockholders
upon the conversion of an equal number of shares of Class A common stock.

 Rights
and Privileges of Common Stock

 Pursuant to our second
amended and restated articles of incorporation, our authorized capital stock consists of an aggregate of 300,000,000 shares of common
stock, including 100,000,000 shares of Class A common stock and 200,000,000 shares of Class B common stock, and 10,000,000
shares of "blank check" preferred stock. The following description summarizes the material terms of our securities registered
under Section 12 of the Exchange Act and does not purport to be complete. It is subject to, and qualified in its entirety by reference
to, our second amended and restated articles of incorporation and our amended and restated bylaws.

 F- 11

 NOTES

 FOR

 NOTE 2:
Summary of Significant Accounting Policies (cont.)

 Except
as otherwise required by Nevada Revised Statutes ("NRS"), each holder of Class A common stock is entitled to ten (10) votes
in respect of each share of Class A common stock held by him, her, or it of record on the books of the Company, and each holder of Class
B common stock is entitled to one (1) vote in respect of each share of Class B common stock held by him, her, or it of record on the
books of the Company, in connection with the election of directors and on all matters submitted to a vote of stockholders of the Company.
Each share of Class A common stock is convertible into one share of Class B common stock at any time at the option of the holder, but
Class B common stock shall not be convertible into Class A common stock under any circumstances. Holders of our common stock do not have
preemptive, subscription, or redemption rights.

 Listing
on the Nasdaq Stock Market

 On
November 17, 2023, the Company's shares of Class B common stock commenced trading on the Nasdaq Capital Market under the ticker
symbol "RR."

 Purchase
of intangible assets

 In
the fourth quarter of fiscal year 2024, the Company acquired intangible assets through a combination of cash and common stock. The total
consideration included $ 5.47 million in cash and approximately $ 2.2 million in Class B common stock.

Recognition

is recognized when we transfer promised goods or services to our customers, in amounts that reflect the consideration that we expect
to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as we fulfill our
obligations under each agreement, we perform the following steps: (i) identification of the promised goods or services in the contract;
(ii) determination of whether the promised goods or services are performance obligations, including whether they are distinct in the
context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation
of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) we satisfy each performance obligation.
We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange
for the goods or services we transfer to the customer.

 Product

 We
generate revenue through the sale of our branded robotic products directly to customers. We consider customer purchase orders, which
in some cases are governed by master sales agreements, to be the contracts with our customers. There is a single performance obligation
in all our contracts, which is our promise to transfer our product to customers based on specific payment and shipping terms in the arrangement.
The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains
control of our product, which occurs at a point in time and may be upon shipment or delivery, based on the terms of the contract.

from Robots-as-a-Service (RaaS)

 As
part of our evolving business model, we generate revenue through our Robots-as-a-Service (RaaS) offerings, which provide customers with
ongoing access to our robotic solutions under long-term contracts. For RaaS agreements, revenue is recognized over time on a monthly
basis as the services are provided and the customer benefits from the use of the robotic solutions.

 The
transaction price is typically fixed and allocated evenly across the contract term unless specific usage-based considerations are included.
Revenue recognition begins once the robots are installed and operational at the customer's site.

 Other
Revenue Policies

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

 We
do not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period
between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case
with substantially all customers.

 We
recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that we otherwise
would have recognized is one year or less. These costs are included in selling expenses.

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

 We
record the related costs within cost of goods sold.

 F- 12

 NOTES

 FOR

 NOTE 2:
Summary of Significant Accounting Policies (cont.)

and Development Costs

and development costs primarily consist of employee-related expenses, including salaries and benefits, facilities costs, depreciation,
and other allocated expenses. Research and development costs are expensed as incurred.

 Income
Taxes

 The
Company accounts for income taxes in accordance with income tax accounting guidance (Financial Accounting Standards Board (FASB) Accounting
Standards Codification (ASC) 740, Income Taxes). The income tax accounting guidance results in two components of income tax expense:
current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions
of the enacted tax law to the taxable income or excess of deductions over revenues. The Company determines deferred income taxes using
the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the
differences between the book and tax bases of assets and liabilities, and enacted changes in tax rates and laws are recognized in the
period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods.
Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not some
portion or all of a deferred tax asset will not be realized.

 Tax
positions are recognized if it is more likely than not, based on the technical merits, the tax position will be realized or sustained
upon examination. The term "more likely than not" means a likelihood of more than 50 percent; the terms examined and upon
examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more-likely-than-not
recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent
likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination
of whether or not a tax position has met the more-likely-than-not recognition threshold considers the facts, circumstances and information
available at the reporting date and is subject to management's judgment.

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

 Recent
Accounting Pronouncements

 In
February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, Leases ("Topic 842"). The
guidance in this ASU supersedes the leasing guidance in Topic 840, Leases. Under the new guidance, lessees are required to recognize
lease assets and lease liabilities on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as
either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The standard
is effective for public business entities for fiscal years beginning after December 15, 2018. As an emerging growth company, we adopted
the new standard on January 1, 2022 for our year ending September 30, 2023 and 2024. We had operating leases for which we were required
to recognize a right-of-use asset and lease liability.

 In
December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes, which amends
the approaches and methodologies in accounting for income taxes during interim periods and makes changes to certain income tax classifications.
The new standard allows certain exceptions, including an exception to the use of the incremental approach for intra-period tax allocation,
when there is a loss from continuing operations and income or a gain from other items, and to the general methodology for calculating
income taxes in an interim period, when a year-to-date loss exceeds the anticipated loss for the year. The standard also requires franchise
or similar taxes partially based on income to be reported as income tax and to reflect the effects of enacted changes in tax laws or
rates in the annual effective tax rate computation from the date of enactment. Lastly, in any future acquisition, we would be required
to evaluate when the step-up in the tax basis of goodwill is part of the business combination and when it should be considered a separate
transaction. The standard will be effective for us beginning January 1, 2022, with early adoption of the amendments permitted. The adoption
of ASU 2019-12 did not have a material impact on our financial statements and disclosures.

 In
May 2020, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock
Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815- 40): Issuer's Accounting
for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ("ASU 2021-04"). ASU 2021-04
provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope
of another topic. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021. The Company has determined the adoption
of ASU 2021-04 did not have a material impact on our financial statements and disclosures.

 F- 13

 NOTES

 FOR

 NOTE 3:
Earnings per Share

 Because
we reported a net loss for all periods presented, no potentially dilutive securities have been included in the computation of diluted
net loss per share. In addition, we have no outstanding stock options, warrants, convertible notes, and any other forms of convertible
deferred compensation that could dilute basic earnings per share in the future as of September 30, 2024 and 2023.

 Year

 2024

 2023

 Numerators:

 attributable to common stockholders

 $
)

 $
 ( 339
)

 Denominator:

 Weighted Average ordinary shares used
 in computing

 69,953,723

 62,166,846

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

 $
 ( 0.12
)

 $
 ( 0.01
)

 F- 14

 NOTES

 FOR

 NOTE 4:
Income Taxes

 The
Company's financial statements include a total state tax expense of $ 763 on a loss before income taxes of approximately $ 8,139
thousand for the year ended September 30, 2024. A reconciliation of the difference between the (expense)/benefit for income taxes and
income taxes at the statutory U.S. federal income tax rate is as follows (in thousands, except amounts pertaining to rate which are shown
as a percentage):

 Year
 ended

 2024

 Federal Statutory Rate

 21.00
 %

 Effect of:

 Change in Valuation
 Allowance

 ( 23.22
)%

 RTP & Deferred True-up

 1.77
 %

 Change in Rate

 ( 0.23
)%

 State Tax Benefit (Net
 of Fed)

 0.76
 %

 M&E

 ( 0.08
)%

 TX Franchise tax

 ( 0.01
)%

 Others

 0.00
 %

 Total provision effective
 rate

 ( 0.01
)%

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

 September
 30, 2024

 Deferred tax assets relating to:

 Net Operating
 loss carryforwards

 $
 1,474

 Research & development
 tax credit carryforward

 174 Expenses

 Right of Use Liability

 Other
 deferred tax assets

 Total
 gross deferred tax assets

 2,179

 Deferred tax liabilities relating to:

 Right of Use Asset

 Fixed Asset

 Other
 deferred tax liabilities

 Total
 Gross deferred tax liabilities

 Deferred assets less liabilities

 2,010

 Less: valuation allowance

 ( 2,010
)

 Net deferred tax asset
 (liability)

 $
 -

 F- 15

 NOTES

 FOR

 NOTE
4: Income Taxes (cont.)

 In
assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of
future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level
of historical taxable income (losses) and projections for future taxable income (losses) over the periods in which the deferred tax assets
are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences
in the future. The Company had the following federal net operating loss carryforward and research activities credits as of September
30, 2024 (in thousands):

 Year incurred

 Net

 Operating Loss

 Activities

 Credit

 2023

 7.33

 2024

 6,561

 –

 Note 5:
Commitments and Contingencies

 Lease

 We
lease office facilities under noncancelable operating lease agreements. We lease space for its corporate headquarters in Las Vegas, Nevada
through August 2027, and we have closed our office space in Austin in April 2024.

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

 Operating
 leases

 September
 30,

 2024

 September
 30,

 2023

 Operating
 lease right-of use assets

 $

 $

 Operating lease liabilities, current portion

 $

 $

 Operating lease liabilities,
 non-current portion

 Total operating lease
 liabilities

 $

 $

 Operating
 leases

 Year
 Ended
 2024

 Year
 Ended
 2024

 Operating lease cost

 $

 $

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

 Year ending

 Amount

 2025

 $

 2026

 2027

 Total future minimum lease
 payments

 $

 F- 16

 NOTES

 FOR

 Note 6:
Subsequent Events

 On
 October 16, 2024, we entered into a binding LOI with Ghost Kitchens America (DBA as One Kitchen).
 Under the terms of the LOI, the parties agreed to enter into a franchise agreement, pursuant
 to which the Company will acquire exclusive rights to operate 20 Walmart-located "One
 Kitchen" restaurants. These restaurants will be directly managed by the Company's
 subsidiary, AlphaMax Management LLC. As of January 14, 2024, two locations have been secured
 via franchise agreements: (1) on September 10, 2024, the Company signed a franchise agreement
 for a new location in Peachtree City, Georgia. This location, slated to commence operations
 in January 2025, will be operated by Alphamax Management LLC, a wholly-owned subsidiary of
 the Company; and (2) on August 20, 2024, the Company amended an existing franchise agreement
 originally intended for Clovis, California, relocating the franchise to Oceanside, California.

 On
October 25, 2024, the Company received a notice from Nasdaq notifying the Company that, because the closing bid price for the Company's
Class B common stock had fallen below $ 1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum
bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of Nasdaq Listing Rules. Nasdaq's
notice had no immediate effect on the listing of the Company's Class B common stock on the Nasdaq Capital Market. Pursuant to Nasdaq
Listing Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days, or until April 23, 2025, to regain
compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's Class B common
stock must meet or exceed $ 1.00 per share for a minimum of 10 consecutive business days prior to April 23, 2025. On January 6, 2025,
the Company received a notice from Nasdaq that the Company has regained compliance with the minimum bid price requirement and the matter
is closed.

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

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

 -
 The Company issued 4,088,000 shares of Class B common stock to a consultant as compensation for technology development services. Upon completion of the technology development, the resulting technology was recognized as an intangible asset on the Company's balance sheet, in accordance with ASC 350 and ASC 718.

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

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

 (2)
 Financial
 Statement Schedules

 All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

 (3)
 Exhibits

 We
hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference
can be inspected on the SEC website at www.sec.gov.

 F- 17

 ITEM
16. Form 10-K Summary.

 Not
applicable.

 EXHIBIT

 Exhibit No.

 Description

 3.1

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

 3.2

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

 4.1

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

 4.2

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

 4.3

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

 4.4

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

 4.5

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

 4.6

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

 10.1#

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

 10.2#

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

 10.3#

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

 10.4

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

 10.5

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

 10.6

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

 10.7

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

 10.8

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

 10.9

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

 10.10

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

 10.11

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

 10.12

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

 10.13

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

 10.14

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

 10.15

 Promissory
 Note issued to YA II PN, Ltd. dated March 18, 2024 (Incorporated by reference to Exhibit 10.1 in the Company's Current Report
 on Form 8-K, filed with the SEC on March 22, 2024).

 10.16

 Promissory
 Note issued to YA II PN, Ltd. dated April 15, 2024 (Incorporated by reference to Exhibit 10.1 in the Company's Current Report
 on Form 8-K, filed with the SEC on April 23, 2024).

 10.17

 Form
 of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K, filed
 with the SEC on September 5, 2024).

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

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

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

 31.1

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

 31.2

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

 32.1

 Certification
 of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 32.2

 Certification
 of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 Executive
 Compensation Clawback Policy.(Incorporated by reference to Exhibit 97 in the Company's Annual Report on Form 10-K/A, filed
 with the SEC on February 7, 2025).

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
 Filed
 herewith.

 **
 Furnished
 herewith

 #
 Certain
 portions of this exhibit have been omitted because the omitted information is (i) not
 material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

 SIGNATURES

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

 RICHTECH ROBOTICS INC.

 By:

 /s/ Zhenwu Huang

 Zhenwu Huang

 Chief Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Zhenwu
 Huang

 Chief Executive Officer
 and Director

 Zhenwu Huang

 (Principal Executive
 Officer)

 /s/ Zhenqiang
 Huang

 Chief Financial Officer
 and Director

 Zhenqiang Huang

 (Principal Financial
 and Accounting Officer)

 /s/ John
 Shigley

 John Shigley

 /s/
 Stephen Markscheid

 March
3, 2025

 Stephen
 Markscheid

 /s/

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