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United States securities and exchange commission logo
June 29, 2023
Zhenwu Huang
Chief Executive Officer
Richtech Robotics Inc.
4175 Cameron St Ste 1
Las Vegas, NV 89103
Re: Richtech Robotics
Inc.
Amendment No. 3 to
Draft Registration Statement on Form S-1
Submitted June 14,
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 22, 2023 letter.
Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted
June 14, 2023
Prospectus Summary, page 4
1. We note your disclosure
that you have entered into Master Service Agreements ("MSAs")
with "several" large
enterprises. Please revise to define what constitutes an enterprise
customer and the
percentage of MSAs and sales that are attributable to your enterprise
customers for the
periods presented.
Zhenwu Huang
FirstName LastNameZhenwu Huang
Richtech Robotics Inc.
Comapany
June NameRichtech Robotics Inc.
29, 2023
June 29,
Page 2 2023 Page 2
FirstName LastName
Material Contracts, page 48
2. We note your disclosure that as part of your MSA with "one of the top
casino companies
in the United Sates" you expected to receive a $1 million purchase
order in the first
quarter of 2023. Please revise to disclose the status the $1 million
purchase order.
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
Stockholders' Equity, page F-9
3. We note your revised disclosures in response to prior comment 3 and
your reference to
ASC 805-10-55-3(c) as it relates to the conversion of member units
into common stock.
Please tell us how you determined that this qualifies as a business
combination
transaction. Specifically address how you considered the guidance in
ASC 805-10-15-
4(c) and ASC 805-50-15-6 and why you believe the conversion of member
equity units to
common stock does not qualify as a common control transaction.
Alternatively, revise
your disclosures as necessary. To the extent you determine this
qualifies as a common
control transaction, ensure that members equity is reflected in the
fiscal 2021 financials
statements and that you have properly reflected the reclassification
of members equity
during fiscal 2022 to paid-in-capital. Refer to ASC 805-50-45-4 and
SAB Topic 4.B, by
analogy.
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 Matthew Derby, Legal Branch Chief, at (202) 551-3334 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Richard I. Anslow