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United States securities and exchange commission logo
May 22, 2023
Zhenwu Huang
Chief Executive Officer
Richtech Robotics Inc.
4175 Cameron St Ste 1
Las Vegas, NV 89103
Re: Richtech Robotics
Inc.
Amendment No. 2 to
Draft Registration Statement on Form S-1
Submitted May 15,
2023
CIK No. 0001963685
Dear Zhenwu Huang:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
May 3, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted
May 15, 2023
Business
Material Contracts, page 66
1. We note your response
to prior comment 3 that the MSAs "currently represent less than
3% of the Company s
revenue and are not expected to represent a significant portion of
future revenues."
Disclose the significance of the Restaurant MSA, Gaming MSA, and
Hotel MSA to your
business and why they are highlighted as material contracts if you do
not expect to generate
a significant portion of your revenue from these agreements.
Disclose whether you
have other material agreements that contributed to the increase in
revenue in 2022 or
expected to represent a significant portion of future revenue.
Zhenwu Huang
Richtech Robotics Inc.
May 22, 2023
Page 2
Principal Stockholders, page 75
2. We note your response to prior comment 6 and reissue in part. Please
revise the total
shares outstanding and Class B shares on pages 75 and 80 as of March 28,
2023 to reflect
the issuance of 466,000 of your class B common stock to Normanton Tech
PTE. LTD on
January 15, 2023. Based on your disclosure on page F-17 that you had
17,647,000 shares
as of December 31, 2022, it is unclear how you continue to only have
17,647,000 shares
of Class B common stock outstanding as of May 12, 2023 after the issuance
of the shares
to Normanton Tech PTE. Please revise accordingly or explain this
discrepancy.
Statements of Stockholder's Equity, page F-5
3. We note your revised disclosures in response to prior comment 8 as it
relates to the 4-for-
1 forward stock split and the concurrent re-designation of your common
stock into Class
A and Class B common stock. However, our comment also asked that you
provide us
with the specific guidance considered in accounting for the conversion of
member units
into common stock upon incorporation as a Nevada Corporation. Please
provide us with a
detailed analysis of the specific guidance considered in accounting for
the June 2022
conversion of member units into common stock on a retrospective basis.
You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Mariam
Mansaray, Staff Attorney,
at (202) 551-6356 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any
other questions.
Sincerely,
FirstName LastNameZhenwu Huang
Division of
Corporation Finance
Comapany NameRichtech Robotics Inc.
Office of Technology
May 22, 2023 Page 2
cc: Richard I. Anslow
FirstName LastName