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United States securities and exchange commission logo
March 13, 2023
Zhenwu Huang
Chief Executive Officer
Richtech Robotics Inc.
4175 Cameron St Ste 1
Las Vegas, NV 89103
Re: Richtech Robotics
Inc.
Draft Registration
Statement on Form S-1
Submitted February
13, 2023
CIK No. 0001963685
Dear Zhenwu Huang:
We have reviewed your 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.
Draft Registration Statement on Form S-1 submitted February 13, 2023
General, page 1
1. You state on page 22
that you have elected not to avail yourselves of the extended
transition period for
complying with new or revised accounting standards. However, your
disclosures elsewhere
and on the cover page appear to indicate that you intend to take
advantage of the
provisions provided by Section 107(b) of the Jobs Act. Please revise to
clarify whether you
intend to rely on the extended transition period provisions. If so, also
revise to disclose that
as a result of such election, your financial statements may not be
comparable to companies
that comply with public company effective dates. To the extent
you plan to opt out of
the extended transition provisions, revise to state that such election
is irrevocable.
Zhenwu Huang
FirstName LastNameZhenwu Huang
Richtech Robotics Inc.
Comapany
March NameRichtech Robotics Inc.
13, 2023
March2 13, 2023 Page 2
Page
FirstName LastName
Prospectus Summary, page 1
2. Please revise your disclosure to clearly identify the source of each
statement regarding
your market and industry. For example, you state that [a]s of 2022,
there are over
682,223 restaurants operating in the U.S. employing over 12 million
people" and "[a]s of
2022, there are over 184,596 hotels and motels currently in operation
in the U.S.
employing over 2.7 million workers.
Risk Factors, page 16
3. We note your disclosure that you depend on sole-source suppliers for
the key components
for your products and that any supply disruption could have a material
adverse effect on
your business. Please revise to identify such suppliers, or tell us
why such information is
not material. In addition, please file your agreements with such
suppliers, or tell us why it
is not required to be filed. Refer to Item 601(b)(10) of Regulation
S-K.
4. You state that you have 7 pending patents and that you enter into
invention assignment
agreements with your employees, consultants, advisors and any third
parties. Clarify who
owns the rights to the patents and other intellectual property of the
company. In this
regard, we note that your Chief Executive Officer currently has seven
pending patents. To
the extent that any of the patents have been assigned or are subject
to restrictions or other
arrangements, please discuss.
There may be limitations on the effectiveness of our internal controls..., page
23
5. We note that you have identified a material weakness in your internal
control over
financial reporting. Please revise to include a discussion of any
remediation efforts you
have made and what remains to be completed in your remediation plan.
Also,
disclose how long you estimate it will take to complete your
remediation plan and any
associated expenses that you have incurred or expect to incur, if
material. Alternatively,
revise to state that you have not begun to remediate such weakness.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
38
6. Your disclosure on page 40 and throughout the prospectus indicates
your research and
development expenses were $1,772 and $1,980 for the years ended
September 30, 2022
and 2021, respectively. However, your disclosure on page 60 where you
state that in FY
2021 and 2022, you spent $1,944,655 and $2,442,558 on R&D,
respectively, appears
inconsistent with these other statements. Please explain these
apparent inconsistencies and
revise accordingly.
Liquidity and Capital Resources
Funding Requirements, page 42
7. Please revise to disclose the minimum period of time that you will be
able to conduct
Zhenwu Huang
Richtech Robotics Inc.
March 13, 2023
Page 3
planned operations using only currently available capital resources.
We refer you to Item
303(b)(1) of Regulation S-K.
Business, page 44
8. Please update your disclosure to address any material changes or
recent developments to
your operations within Texas, including your leased office space in
Austin, Texas. We
note your disclosure that you leased an office space in Austin, Texas
through October
2022.
9. Please revise your disclosure to provide support for your statement
that ADAM is
expected to be the first and only commercialized robot that can be
utilized to serve both
food and beverages in a real-world environment.
10. We note you have a graphic with an @kendalljenner tag. Please disclose
the relationship
between the company and Kendall Jenner. Note that the use of customers
based solely
on name recognition is not appropriate.
11. Please describe the economic terms underlying your pilot program
agreements. It is
unclear whether your pilot program enterprise partners are receiving
these products for
free, at cost, for significantly discounted rates, or at a price
similar to market pricing. It is
also unclear if you have borne and will continue to bear most of the
operating costs
associated with the pilot program or if the costs will be shared with
the participants.
Further, clarify if the purchase orders constitute market orders
reflecting fully
commercialized products or if the orders are part of the pilot
program.
12. Please revise your disclosure to clarify the nature of each of your
Master Service
Agreements (MSAs) with the enterprise customers. Disclose the material
terms for each
MSA, including payment terms, and clarify when you intend to begin
recognizing revenue
related to such agreements. As a related matter, you state that you
expect to see the
number of MSAs with national enterprises double by mid-2023. To
provide investors with
more context, include the current number of MSAs held by the company
to date. Please
file the agreements as exhibits. See Item 601(b)(10) of Regulation
S-K.
Principal
FirstNameStockholders, page 71Huang
LastNameZhenwu
Comapany
13. NameRichtech
Please Robotics
disclose the natural Inc. who have voting and dispositive
control over the
person(s)
March shares owned
13, 2023 Pageby
3 all entities listed as major shareholders in the
beneficial ownership table.
FirstName LastName
Zhenwu Huang
FirstName LastNameZhenwu Huang
Richtech Robotics Inc.
Comapany
March NameRichtech Robotics Inc.
13, 2023
March4 13, 2023 Page 4
Page
FirstName LastName
Reports of Independent Registered Public Accounting Firm, page F-2
14. The report of your independent auditors states that they are
registered with the PCAOB
and are required to be independent with respect to the company "in
accordance with the
relevant ethical requirements relating to our audits." Please revise
to ensure that the audit
opinion complies with the language in paragraph .09(g) of PCAOB AS
3101.
Statements of Stockholders' Equity, page F-5
15. Please revise your statement of stockholder's equity to include
separate columnar activity
relating to member units and the subsequent conversion to common stock
upon
incorporation as a Delaware corporation on June 22, 2022. In addition,
ensure that
common stock amounts reflect the retroactive 4-for-1 forward stock
split and concurrent
common stock share redesignation here and throughout the filing. Refer
to ASC 505-10-
S99-4.
Item 16. Exhibits and Financial Statement Schedules, page II-3
16. We note that you commissioned Marcum, LLP to determine the transaction
price relating
to the transfer of Uplus Academy LLC and Uplus Academy NLV LLC to
Zhenwu Huang
on December 31, 2021. Please revise to include the written consent of
the third-party as
an exhibit to the registration statement or explain to us why you do
not believe you are
required to do so. Refer to Rule 436 of the Securities Act.
General
17. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communication.
You may contact Senior Staff Accountant, Megan Akst, 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) 551-5176 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Richard I. Anslow