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United States securities and exchange commission logo
May 3, 2023
Zhenwu Huang
Chief Executive Officer
Richtech Robotics Inc.
4175 Cameron St Ste 1
Las Vegas, NV 89103
Re: Richtech Robotics
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted April 21,
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
March 13, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note that you
reference an industry marketing research report by IBISWorld. Please
clarify whether you
commissioned any of third-party data presented in your registration
statement. To the
extent that you commissioned any such data, please provide
the consent of the
third party in accordance with Rule 436.
Zhenwu Huang
FirstName LastNameZhenwu Huang
Richtech Robotics Inc.
Comapany
May 3, 2023NameRichtech Robotics Inc.
May 3,
Page 2 2023 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Comparison of the three months ended December 31, 2022 and 2021, page 40
2. You state that the increase in revenue during the three months ended
December 31, 2022
compared to the three months ended December 31, 2021 was partially
offset by a decline
in revenue brought on by the sale of your two subsidiaries, Uplus
Academy LLC and
Uplus Academy NLV LLC. Please include a quantified discussion of the
decrease in
revenue attributable to these subsidiaries. Similar revisions should
be made to your
discussion of revenue for fiscal 2022 compared to 2021. Refer to Item
303(b) of
Regulation S-K.
Business
Material Contracts, page 44
3. Please refer to prior comment 12 and expand your disclosure to discuss
the material terms
of the Restaurant MSA, Hotel MSA, and Gaming MSA including but not
limited to
the term and termination provisions of each agreement, minimum
purchase requirements,
and the identity of the customers. Disclose the amount of revenue that
you have generated
from each MSA. If you have not yet generated revenue from these MSAs,
disclose when
you intend to begin recognizing revenue from each agreement. If you
believe you cannot
calculate these amounts, please tell us in detail why you are unable
to do so and what
information is unknown at this time.
4. We note your response to prior comment 11 that pilot programs are
run typically close to
cost, and this amount roughly covers [y]our employee travel and
product shipping
expenses. Please clarify any material costs that you incur in
operating the pilot programs
that are not covered by the customers in the program. Also, disclose
the specific number
of pilot programs that are currently operating rather than stating
that you are currently
running pilot programs with "several dozen enterprises."
Liquidity and Capital Resources
Funding Requirements, page 46
5. We note from your revised disclosures in response to prior comment 7
that you believe
your existing cash as of the date of this prospectus will fund your
current operating plans
through at least the next twelve months. However, on page 12 you state
that your existing
cash together with the net proceeds of this offering will fund your
current operating plans
through at least the next twelve months. You also indicate that you
will need additional
funding in connection with your continuing operations. In light of
these statements and
your negative cash flows from operating activities, please explain
further the basis for
your conclusion that your current cash will be sufficient to fund your
operations for the
next twelve months, or revise your disclosures as necessary.
Zhenwu Huang
FirstName LastNameZhenwu Huang
Richtech Robotics Inc.
Comapany
May 3, 2023NameRichtech Robotics Inc.
May 3,
Page 3 2023 Page 3
FirstName LastName
Principal Stockholders, page 75
6. We note that you issued 466,000 of your class B common stock to
Normanton Tech
PTE. LTD on January 15, 2023 for future service rendered. Please
revise the total shares
outstanding and Class B shares on pages 75 and 80 as of March 28, 2023
to reflect this
share issuance.
Reports of Independent Registered Public Accounting Firm, page F-2
7. As previously noted in our prior comment 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. While your response indicates that you have revised the
auditor's report, no
such revisions have been made. Please revise to ensure that the audit
opinion complies
with the language in paragraph .09(g) of PCAOB AS 3101.
Statements of Stockholder's Equity, page F-5
8. It appears that you revised your statements of stockholder s equity
in response to prior
comment 15 to retroactively reflect the conversion of member units to
common stock in
connection with your incorporation as a Nevada Corporation. Please
tell us the guidance
considered in determining retroactive application was required. In
addition, ensure that
the re-designation of your common stock into Class A and Class B
common stock,
which occurred concurrently with your 4-1 forward stock split, has
been retroactively
applied. Refer to ASC 505-10-S99-4.
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