0001213900-24-069231 | 10-Q | XBRL Viewer

[1]	Uplus Academy LLC and Uplus Academy NLV LLC were both subsidiaries of Richtech and were disposed on December 31, 2021. Richtech has been making interest-free and non-maturity loans to both companies since their inceptions. On December 31, 2021, Uplus Academy LLC and Uplus Academy NLV LLC, subsidiaries of Richtech have been disposed to Zhenwu Huang, CEO and controlling stockholder of Richtech, to pay off part of Zhenwu Huang’s earlier loans to Richtech. The transaction price for Uplus Academy LLC and Uplus Academy NLV LLC were $120 and $7, respectively.
[2]	Zhenwu Huang, CEO and controlling stockholder of Richtech, made multiple interest-free and non-maturity loans to Richtech since the inception of the business to support Richtech’s operation. As of December 31, 2023, Richtech has paid off the remaining balance to Zhenwu Huang.
[3]	Bison Systems LLC was 100% owned by Zhenwu Huang, CEO and controlling stockholder of Richtech and Zhenqiang Huang, CFO and major stockholder of Richtech. In 2022 and 2023, Bison Systems LLC made several interest-free and non-maturity loans to Richtech to support its daily operation.
[4]	Phil Zheng has served as Richtech’s COO since February 2020. Phil made an interest-free and non-maturity loan to Richtech in May 2023. As of December 31, 2023, Richtech has paid off the remaining balance to Phil Zheng.

- Definition

Amount of liabilities classified as other.

+ References + Details

Accounting Policies, by Policy (Policies)

9 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

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

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

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

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.

$604,500 of our cash and cash equivalents is earmarked for a future investment in a cafe. Once this investment is finalized, the corresponding funds will be reclassified as long-term investments on our balance sheet.

Accounts Receivable

Accounts Receivable

Accounts receivable primarily consist of trade receivables presented in net of rebates, price protection and an allowance for credit loss. Accounts receivable also include unbilled receivables, which primarily represent work completed on development services recognized as revenue but not yet invoiced to customers and semi-custom products under non-cancellable purchase orders that have no alternative use to the Company at contract inception, for which revenue has been recognized but not yet invoiced to customers. All unbilled accounts receivable are expected to be billed and collected within twelve months.

We actively manage customer credit risk through credit limits, ongoing monitoring, and a robust approval process. In-depth credit evaluations are conducted for all new customers and periodically for existing customers. Based on these evaluations, we may require additional credit enhancements such as letters of credit, bank guarantees, or advance payments. We maintain an allowance for credit losses, considering both specific identified risks and broader historical trends. We do not believe our accounts receivable present a material credit risk at this time.

Inventories

Inventories

We employ a standard cost valuation approach for our inventory, with adjustments to align with the lower of cost or estimated net realizable value. This estimate considers future demand and market conditions to ensure accurate representation. In determining excess or obsolescence reserves for its products, we consider assumptions such as changes in business and economic conditions, other-than-temporary decreases in demand for its products, and changes in technology or customer requirements The net realizable value adjustments are informed by recent historical sales activity and selling prices, alongside future price estimations. We fully reserve for inventories and non-cancellable purchase orders for inventory deemed obsolete. We actively manage inventory risk through regular reviews and comparisons of stock levels with anticipated demand. This proactive approach allows for early identification of excess inventory, enabling us to implement corrective actions such as promotional offers. Additionally, we maintain close collaboration with suppliers to ensure inventory acquisition aligns with our actual needs and timing.

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

	June 30, 2024		September 30, 2023
Raw materials	$	80	$	164
Finished goods		319		658
Total inventories	$	399	$	822

Property, and Equipment, net

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 June 30, 2024 and September 30, 2023 are as follows:

	June 30, 2024			September 30, 2023
Furniture, fixtures & equipment	$	65		$	63
Leasehold improvements		4			4
		69			67
Accumulated depreciation		(48	)		(39	)
Property and equipment, net	$	21		$	28

Depreciation expense for the nine months ended June 30, 2024 and 2023 was $9 and $6, respectively

Stockholders’ Equity

Stockholders’ Equity

According to ASC 505-10-S99-4, changes in the capital structure of a reporting entity due to a stock dividend, stock split or reverse split occurring after the date of the latest reported balance sheet but before the release of the financial statements (or the effective date of the registration statement, whichever is later) should be given retroactive effect in the balance sheet. In such cases, appropriate disclosure should be made of the retrospective treatment and the date the change became effective. For our Statements of Stockholders’ Equity, 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.

In accounting for the conversion of member units into common stock, we followed the relevant accounting guidance provided by the Financial Accounting Standards Board (“FASB”) in accordance with GAAP. According to ASC 805-50-15-6, an entity charters a newly formed entity and then transfers some or all its net assets to that newly chartered entity is an example of common-control transactions. ASC 805-50-15-6 provides guidance on common control transactions, stating that such transactions involve transfers between entities under common control, where the control is not transitory. In the case of the conversion of member units into common stock, the entities involved are under common control by the same parent entity. This relationship satisfies the criteria for a common control transaction, as control is not transitory, and the parent entity exercises noteworthy influence over the entities involved. Financial statements reflect the members’ equity and that the reclassification of members’ equity during fiscal 2022 to paid-in-capital is properly accounted for, in accordance with ASC 805-50-45-4 and SAB Topic 4.B by analogy.

Revenue Recognition

Revenue Recognition

Our revenue recognition policy adheres to the principle of recognizing revenue when the promised goods or services are transferred to customers, at an amount reflecting the consideration we expect to receive. This principle aligns with the five-step model outlined in the accounting standard ASC 606, 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 Revenue

We generate revenue through the direct sale of our branded robotic products to customers. We consider customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with our customers. Each contract establishes a single performance obligation: the delivery of our product in accordance with the specified payment and shipping terms. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized upon the customer acquiring control of the product, which aligns with either the shipment or delivery date as stipulated in the contract.

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 the cost of goods sold.

Disaggregation of Revenue

The following table sets forth revenue by product for the nine months ended June 30, 2024 and 2023:

	Nine months ended June 30,
	2024		2023
Robotics
Product revenue	$	1,252	$	2,767
Service revenue		1,510		258
Leasing revenue		604		146
Total Robotics revenue		3,366		3,171
Smart hardware		16		1
Interactive system		101		167
ClouTea*		232		25
Total revenue, net	$	3,715	$	3,364

Notes:

ClouTea is the revenue generated from our boba tea store opened in May 2023, to further develop our business model. This is our model store of interactive robot barista by utilizing our ADAM robot.

In July 2024, the Company received notice from the landlord of its ClouTea location that the lease would be terminated July 31, 2024. Since July 31, 2024, ClouTea has ceased operations pending a new location. The Company is currently evaluating its options and potential impacts of this lease termination, including relocation costs and potential disruptions to operations. At this time, ClouTea is not in operation. The Company cannot determine the full financial impact of this event, but it is not expected to be material to the Company’s financial condition or results of operations.

Research and Development Costs

Research and Development Costs

Research 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

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 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

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. 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.

Nature of Business

9 Months Ended

Jun. 30, 2024

Nature of Business [Abstract]

Nature of Business

NOTE 1: Nature of Business

Description of Business

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

We are a pioneer in service robotic solutions, developing and deploying cutting-edge technology that directly tackles the critical labor shortage plaguing the US service industry. Our diverse suite of solutions, encompassing delivery, commercial cleaning, food & beverage service, and custom development, has been transforming operations in over 80 cities across the United States. From bustling restaurants and hotels to dynamic casinos, senior living facilities, factories, and retail centers, our robots are automating repetitive, time-consuming tasks, allowing businesses to reallocate valuable human capital to higher-level roles. Many of our clients consider our solutions essential for their expansion and growth. We are committed to being a long-term partner, continuously innovating and providing a comprehensive range of solutions that remedy specific challenges and propel our clients’ success.

Risk and Uncertainties

The Company’s performance is inherently tied to global business and economic conditions, including interest rates, inflation, capital markets, and overall economic health. These factors, outside of our direct control, can fluctuate significantly and potentially impact our financial results. Adverse changes in these conditions could have a material adverse effect on our business. In addition, we operate in a highly competitive industry with numerous established players boasting extensive resources and well-developed marketing and sales operations. Our ability to compete effectively and gain market share is not guaranteed, and we may struggle against these larger competitors. Our 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. Our continued success hinges on our ability to adapt to these technological changes, anticipate evolving market demands, and continuously improve our 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 offering on November 20, 2028, (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 or (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Related Parties and Related Parties Transactions (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jun. 30, 2024
Uplus Academy LLC [Member]
Related Parties and Related Parties Transactions [Line Items]
Transaction price cost	$ 120
Uplus Academy NLV LLC [Member]
Related Parties and Related Parties Transactions [Line Items]
Transaction price cost	$ 7
Zhenwu Huang [Member] \| Related Parties and Related-Party Transactions [Member]
Related Parties and Related Parties Transactions [Line Items]
Ownership percentage		100.00%

Summary of Significant Accounting Policies (Details)	9 Months Ended
Summary of Significant Accounting Policies (Details)	Jun. 30, 2024 USD ($) segment	Jun. 30, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Operating segment (in segment) \| segment	1
Maturity days	3 months
Cash equivalents	$ 604,500
Depreciation expense	$ 6,000	$ 9,000
Forward stock split	4-for-1
Percentage of tax positions	50.00%
Percentage of tax benefit	50.00%
Leases terms	12 months
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful lives of equipment, term	2 years
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Estimated useful lives of equipment, term	6 years

Summary of Significant Accounting Policies (Details) - Schedule of Inventory - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Inventory, Net [Abstract]
Raw materials	$ 80	$ 164
Finished goods	319	658
Total inventories	$ 399	$ 822

Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating Activities:
Net loss	$ (5,181)	$ (2,543)
Adjustments to reconcile net income to net cash provided by operating activities:
Accounts receivable	2,448	(70)
Inventory	424	687
Prepaid expenses and other current assets	15	(162)
Right-of-use asset	(288)	(12)
Accounts payable	(111)	(51)
Tax payable	(197)	(73)
Accrued expenses	(26)	(57)
Deferred tax assets	518
Depreciation and amortization	7	10
Operating lease liabilities, current	34	81
Operating lease liabilities,non- current	253	(75)
Other non current assets	(17)
Net cash provided by operating activities	(2,121)	(2,265)
Cash flows from investing activities:
Cash used for lending to related parties	135	(24)
Payment received from lending to related parties		4
Net cash used in investing activities	135	(20)
Cash flows from financing activities:
Payment of loans received from thrid parties	(1,459)	(122)
Loans received from third parties	3,000	459
Payment of related party debt	(238)	(140)
Proceeds received from related party debt		200
Proceeds from issuance of ordinary shares	173	2,120
Proceeds from stockholder capital injection	9,278
Net Cash used in financing activities	10,754	2,517
Net change in cash and cash equivalents	8,768	232
Cash, cash equivalents and restricted cash at beginning of the period	433	327
Cash, cash equivalents and restricted cash at end of the period	$ 9,201	$ 559

Income Taxes (Details) - USD ($) $ in Thousands	9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023
Income Taxes [Abstract]
U.S. federal statutory tax rate	21.00%	21.00%
Income tax benefit/(expense)	$ 0	$ 0

Cover - shares	9 Months Ended
Cover - shares	Jun. 30, 2024	Aug. 12, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Information [Line Items]
Entity Registrant Name	RICHTECH ROBOTICS INC.
Entity Central Index Key	0001963685
Entity File Number	001-41866
Entity Tax Identification Number	88-2870106
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--09-30
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	4175 Cameron St Ste 1
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89103
Entity Phone Fax Numbers [Line Items]
City Area Code	(866)
Local Phone Number	236-3835
Entity Listings [Line Items]
Title of 12(b) Security	Class B Common Stock, par value $0.00001 per share
Trading Symbol	RR
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		42,153,846
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		37,103,097

Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue, net	$ 1,443	$ 1,310	$ 3,715	$ 3,364
Cost of revenue, net	429	612	1,411	1,520
Gross profit	1,014	698	2,304	1,844
OPERATING EXPENSES
Research and development	386	317	1,633	1,589
Sales and marketing	237	50	1,024	216
General and administrative	1,286	944	3,750	2,531
Total operating expenses	1,909	1,311	6,407	4,336
Loss from operations	(895)	(613)	(4,103)	(2,492)
Other income (expense):
Interest expenses,net	(101)	(50)	(761)	(51)
Total other expenss	(101)	(50)	(761)	(51)
Loss before income tax expense	(996)	(663)	(4,864)	(2,543)
Income tax benefit/(expense)	(317)		(317)
Net loss	(1,313)	(663)	(5,181)	(2,543)
Net loss attributable to common stockholders	$ (1,313)	$ (663)	$ (5,181)	$ (2,543)
Basic net loss per share of common stock (in Dollars per share)	$ (0.02)	$ (0.01)	$ (0.07)	$ (0.04)
Weighted average shares used to compute basic net loss per share (in Shares)	69,683,943	62,144,846	69,683,943	62,144,846

Earnings Per Share

9 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Earnings per Share

NOTE 3: Earnings per Share

In the Form 10-Q for the quarter ended December 31, 2023, we excluded potentially dilutive securities from the computation of diluted net loss per share due to the presence of net losses. During the quarter ended March 31, 2024, Share grants under the Equity Incentive Plan (“ESOP”) began vesting in February 2024. These vested shares are now considered dilutive and are included in the calculation of diluted earnings per share for the quarter ended March 31, 2024, and future periods.

	Nine Months Ended June 30,
	2024			2023
Numerator:
Net loss attributable to common stockholders	$	(5,181	)	$	(2,543	)
Denominator:
Weighted average shares of common stock used in computing		69,683,943			62,144,846
Basic and diluted net loss per share (in each dollar)	$	(0.07	)	$	(0.04	)

Nature of Business (Details) $ in Millions	Jun. 30, 2024 USD ($)
Nature of Business [Abstract]
Gross revenue	$ 1,235.0
Non affiliates exceeds	700.0
Non convertible debt securities	$ 1,000.0

Earnings Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Basic and Diluted Earnings Per Share [Abstract]
Diluted net loss per share (in each dollar)	$ (0.02)	$ (0.01)	$ (0.07)	$ (0.04)

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

Commitments and Contingencies (Details) - Schedule of Leases and Lease Costs - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Leases, Operating [Abstract]
Operating lease right-of-use assets	$ 603	$ 315
Operating lease liabilities, current portion	196	161
Operating lease liabilities, non-current portion	407	154
Total operating lease liabilities	$ 603	$ 315

Related Parties and Related Parties Transactions

9 Months Ended

Jun. 30, 2024

NOTE 6: Related parties and related parties transactions

The group had the following related parties:

Companies controlled by the same controlling stockholders; and

Executive officers, stockholders and companies controlled by executive officers.

Balances

We had the following related party balances:

Relationship

Notes

As of
June 30,
2024

As of
September 30,
2023

Amounts due from related parties:

Uplus Academy LLC

(i)

—

118

Uplus Academy NLV LLC

(i)

—

Zhenwu Huang

(v)

—

134

Relationship

Notes

As of
June 30,
2024

As of
September 30,
2023

Amounts due to related parties:

Bison Systems LLC

(ii)

—

Zhenwu Huang

(iii)

—

113

Phil Zheng

(iv)

—

238

Notes:

(i)

Uplus Academy LLC and Uplus Academy NLV LLC were both subsidiaries of Richtech and were disposed on December 31, 2021. Richtech has been making interest-free and non-maturity loans to both companies since their inceptions. On December 31, 2021, Uplus Academy LLC and Uplus Academy NLV LLC, subsidiaries of Richtech have been disposed to Zhenwu Huang, CEO and controlling stockholder of Richtech, to pay off part of Zhenwu Huang’s earlier loans to Richtech. The transaction price for Uplus Academy LLC and Uplus Academy NLV LLC were $120 and $7, respectively.

(ii)

Bison Systems LLC was 100% owned by Zhenwu Huang, CEO and controlling stockholder of Richtech and Zhenqiang Huang, CFO and major stockholder of Richtech. In 2022 and 2023, Bison Systems LLC made several interest-free and non-maturity loans to Richtech to support its daily operation.

(iii)

Zhenwu Huang, CEO and controlling stockholder of Richtech, made multiple interest-free and non-maturity loans to Richtech since the inception of the business to support Richtech’s operation. As of December 31, 2023, Richtech has paid off the remaining balance to Zhenwu Huang.

(iv)

Phil Zheng has served as Richtech’s COO since February 2020. Phil made an interest-free and non-maturity loan to Richtech in May 2023. As of December 31, 2023, Richtech has paid off the remaining balance to Phil Zheng.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

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+ Details

Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands	Common Stock Class A	Common Stock Class B	Additional paid-in capital	Retained earnings (Accumulated deficit)	Class A	Class B	Total
Balances at Sep. 30, 2022			$ 2,378	$ 540			$ 2,918
Balances (in Shares) at Sep. 30, 2022	39,400,000	600,000
Common stock issued for cash			2,120				2,120
Common stock issued for cash (in Shares)		9,375,000
Common stock issued for services			759				759
Common stock issued for services (in Shares)	6,153,846	6,616,000
Provision of common stock issued for future serivces			(759)				(759)
Conversion from class A to Class B common stock
Conversion from class A to Class B common stock (in Shares)	(1,200,000)	1,200,000
Net loss				(2,543)			(2,543)
Balances at Jun. 30, 2023			4,498	(2,003)			2,495
Balances (in Shares) at Jun. 30, 2023	44,353,846	17,791,000
Balances at Mar. 31, 2023			3,778	(1,340)			2,438
Balances (in Shares) at Mar. 31, 2023	44,353,846	17,647,000
Common stock issued for cash			720				720
Common stock issued for cash (in Shares)		144,000
Net loss				(663)			(663)
Balances at Jun. 30, 2023			4,498	(2,003)			2,495
Balances (in Shares) at Jun. 30, 2023	44,353,846	17,791,000
Balances at Sep. 30, 2023			4,608	201			4,809
Balances (in Shares) at Sep. 30, 2023	44,353,846	17,813,000			44,353,846	17,813,000
Initial public offering related expenses			(1,435)
Common stock Issurance for initial public offering			10,713
Common stock Issurance for initial public offering (in Shares)		2,142,563
Issurance of new shares			173
Issurance of new shares (in Shares)		5,374,534
Provision of common stock issued for future serivces
Conversion from class A to Class B common stock
Conversion from class A to Class B common stock (in Shares)	(2,200,000)	2,200,000
Net loss				(5,181)
Balances at Jun. 30, 2024			14,059	(4,980)			9,079
Balances (in Shares) at Jun. 30, 2024	42,153,846	27,530,097			42,153,846	27,530,097
Balances at Mar. 31, 2024			13,886	(3,667)			10,219
Balances (in Shares) at Mar. 31, 2024	44,353,846	22,283,410
Issurance of new shares			173				173
Issurance of new shares (in Shares)		3,046,687
Conversion from class A to Class B common stock
Conversion from class A to Class B common stock (in Shares)	(2,200,000)	2,200,000
Net loss				(1,313)			(1,313)
Balances at Jun. 30, 2024			$ 14,059	$ (4,980)			$ 9,079
Balances (in Shares) at Jun. 30, 2024	42,153,846	27,530,097			42,153,846	27,530,097

Commitments and Contingencies (Details) - Schedule of Operating Leases - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Leases, Operating [Abstract]
Operating lease cost	$ 153	$ 167

Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Schedule of Property and Equipment [Abstract]
Furniture, fixtures & equipment	$ 65	$ 63
Leasehold improvements	4	4
Property and equipment, gross	69	67
Accumulated depreciation	(48)	(39)
Property and equipment, net	$ 21	$ 28

Commitments and Contingencies (Tables)

9 Months Ended

Jun. 30, 2024

Commitments and Contingencies [Abstract]

Schedule of Leases and Lease Costs

The components of leases and lease costs are as follows:

Operating leases	As of June 30, 2024		As of September 30, 2023
Operating lease right-of-use assets	$	603	$	315
Operating lease liabilities, current portion	$	196	$	161
Operating lease liabilities, non-current portion		407		154
Total operating lease liabilities	$	603	$	315

Schedule of Operating Leases

Operating leases		Nine Months Ended June 30, 2024				Nine Months Ended June 30, 2023
Operating lease cost		$	153			$	167

Schedule of Future Minimum Lease Payments

Future minimum lease payments under these leases as of June 30, 2024 are approximately as follows:

Fiscal year	Amount
Reminder of 2024	$	110
2025		158
2026		186
2027		132
Total future minimum lease payments	$	586

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Inventory

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

	June 30, 2024		September 30, 2023
Raw materials	$	80	$	164
Finished goods		319		658
Total inventories	$	399	$	822

Schedule of Property and Equipment

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

	June 30, 2024			September 30, 2023
Furniture, fixtures & equipment	$	65		$	63
Leasehold improvements		4			4
		69			67
Accumulated depreciation		(48	)		(39	)
Property and equipment, net	$	21		$	28

Schedule of Sets Forth Revenue by Product

The following table sets forth revenue by product for the nine months ended June 30, 2024 and 2023:

	Nine months ended June 30,
	2024		2023
Robotics
Product revenue	$	1,252	$	2,767
Service revenue		1,510		258
Leasing revenue		604		146
Total Robotics revenue		3,366		3,171
Smart hardware		16		1
Interactive system		101		167
ClouTea*		232		25
Total revenue, net	$	3,715	$	3,364

ClouTea is the revenue generated from our boba tea store opened in May 2023, to further develop our business model. This is our model store of interactive robot barista by utilizing our ADAM robot.

Income Taxes

9 Months Ended

Jun. 30, 2024

Income Taxes [Abstract]

Income Taxes

NOTE 4: Income Taxes

We are subject to taxation in the United States and various state jurisdictions in which we conduct our business. Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. On a quarterly basis, we update our estimate of the annual effective tax rate, and if the estimated annual tax rate changes, we make a cumulative adjustment in that quarter.

The tax expenses recorded for both nine months ended June 30, 2024 and 2023 differ from the U.S. federal statutory tax rate of 21% due primarily to the tax impact of state income taxes, non-deductible officers’ compensation, and transportation fringe benefits. For the nine months ended June 30, 2024 and 2023, we recorded zero income tax benefit/(expense) for both periods, and the effective tax rate is not applicable as there were losses from continuing operations before income tax expense for both years presented.

In this quarter of 2024, we recorded a tax expense due to the reversal of a portion of our Deferred Tax Asset (“DTA”). This reversal was triggered by a change in our forecast, indicating a lower likelihood of future taxable income. The DTA was initially established due to prior net operating losses.

We have no material uncertain tax positions as of June 30, 2024, and 2023. It is our policy to recognize interest, penalties and related expenses on income tax as a component of income tax expense, in our audited condensed consolidated statements of operations and comprehensive income. As of June 30, 2024, and 2023, we have not accrued any interest or penalties associated with uncertain tax positions.

- Definition

The entire disclosure for income tax.

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+ Details

Summary of Significant Accounting Policies (Details) - Schedule of Sets Forth Revenue by Product - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Jun. 30, 2024

Jun. 30, 2023

Jun. 30, 2024

Jun. 30, 2023

Robotics

Total revenue, net

$ 1,443

$ 1,310

$ 3,715

$ 3,364

Product revenue [Member]

Robotics

Total revenue, net

1,252

2,767

Service revenue [Member]

Robotics

Total revenue, net

1,510

258

Leasing revenue [Member]

Robotics

Total revenue, net

604

146

Total Robotics revenue [Member]

Robotics

Total revenue, net

3,366

3,171

Smart hardware [Member]

Robotics

Total revenue, net

Interactive system [Member]

Robotics

Total revenue, net

101

167

Cloutea [Member]

Robotics

Total revenue, net

^[1]

$ 232

$ 25

[1]	Cloutea is the revenue generated from our boba tea store opened in May 2023, to further develop our business model. This is our model store of interactive robot barista by utilizing our ADAM robot.

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Earnings Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Numerator:
Net loss attributable to common stockholders	$ (1,313)	$ (663)	$ (5,181)	$ (2,543)
Denominator:
Weighted average shares of common stock used in computing	69,683,943	62,144,846	69,683,943	62,144,846
Basic net loss per share (in each dollar)	$ (0.02)	$ (0.01)	$ (0.07)	$ (0.04)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Balance Sheets (Parentheticals) - $ / shares	Jun. 30, 2024	Sep. 30, 2023
Class A Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	42,153,846	44,353,846
Common stock, shares outstanding	42,153,846	44,353,846
Class B Common Stock
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	27,530,097	17,813,000
Common stock, shares outstanding	27,530,097	17,813,000

Short-Term Loan (Details) - USD ($)			9 Months Ended
Short-Term Loan (Details) - USD ($)	Mar. 14, 2024	Feb. 15, 2024	Jun. 30, 2024	May 28, 2024	Apr. 30, 2024	Apr. 15, 2024	Mar. 18, 2024	Sep. 30, 2023	Jun. 30, 2023
Short-Term Loan [Line Items]
Outstanding balance			$ 2,333,000
Cash compensation, percentage			4.00%
Short-term loan			$ 2,386,000					$ 845,000
Investor Notes [Member]
Short-Term Loan [Line Items]
Maturity date			February 15, 2025
Short-term loan			$ 2,386,000						$ 53,000
Standby Equity Purchase Agreement [Member]
Short-Term Loan [Line Items]
Purchase amount		$ 50,000,000
Issued purchase agreement percentage		100.00%
Outstanding voting, percentage			4.99%
Advance acquiring outstanding, percentage			19.99%
Investors purchase amount			$ 50,000,000
Pre advance amount			3,000,000
Commitment amount			$ 50,000,000
Percentage of principal amount			8.00%
Conversion price, per share (in Dollars per share)				$ 6
Cash redemption premium, percentage	10.00%
Conversion Price (in Dollars per share)	$ 1.5
Commitment fee amount			$ 25,000
Standby Equity Purchase Agreement [Member] \| First Pre-Advance [Member]
Short-Term Loan [Line Items]
Principal amount		$ 1,000,000
Percentage of principal amount		4.00%
Standby Equity Purchase Agreement [Member] \| Second Pre-Advance [Member]
Short-Term Loan [Line Items]
Principal amount							$ 1,000,000
Standby Equity Purchase Agreement [Member] \| Third Pre-Advance [Member]
Short-Term Loan [Line Items]
Principal amount						$ 1,000,000
Revere Agreements [Member]
Short-Term Loan [Line Items]
Agreed pay revere			$ 25,000
Cash compensation, percentage			7.00%
Class B Common Stock [Member] \| Standby Equity Purchase Agreement [Member]
Short-Term Loan [Line Items]
Issued purchase agreement percentage		96.00%
Commitment fee amount					$ 259.35

Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments $ in Thousands	Jun. 30, 2024 USD ($)
Schedule of Future Minimum Lease Payments [Abstract]
Reminder of 2024	$ 110
2025	158
2026	186
2027	132
Total future minimum lease payments	$ 586

Summary of Significant Accounting Policies

9 Months Ended

Jun. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2: Summary of Significant Accounting Policies

Basis of Presentation

Use of Estimates

Segment Reporting

Cash and Cash Equivalents

Accounts Receivable

Inventories

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

	June 30, 2024		September 30, 2023
Raw materials	$	80	$	164
Finished goods		319		658
Total inventories	$	399	$	822

Property, and Equipment, net

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

	June 30, 2024			September 30, 2023
Furniture, fixtures & equipment	$	65		$	63
Leasehold improvements		4			4
		69			67
Accumulated depreciation		(48	)		(39	)
Property and equipment, net	$	21		$	28

Depreciation expense for the nine months ended June 30, 2024 and 2023 was $9 and $6, respectively

Stockholders’ Equity

Revenue Recognition

Product Revenue

Other Revenue Policies

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

Disaggregation of Revenue

The following table sets forth revenue by product for the nine months ended June 30, 2024 and 2023:

	Nine months ended June 30,
	2024		2023
Robotics
Product revenue	$	1,252	$	2,767
Service revenue		1,510		258
Leasing revenue		604		146
Total Robotics revenue		3,366		3,171
Smart hardware		16		1
Interactive system		101		167
ClouTea*		232		25
Total revenue, net	$	3,715	$	3,364

Notes:

ClouTea is the revenue generated from our boba tea store opened in May 2023, to further develop our business model. This is our model store of interactive robot barista by utilizing our ADAM robot.

Research and Development Costs

Income Taxes

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

Recent Accounting Pronouncements

Earnings Per Share (Tables)

9 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

	Nine Months Ended June 30,
	2024			2023
Numerator:
Net loss attributable to common stockholders	$	(5,181	)	$	(2,543	)
Denominator:
Weighted average shares of common stock used in computing		69,683,943			62,144,846
Basic and diluted net loss per share (in each dollar)	$	(0.07	)	$	(0.04	)

Related Parties and Related Parties Transactions (Tables)

9 Months Ended

Jun. 30, 2024

Schedule of Related Party Balances

We had the following related party balances:

Relationship

Notes

As of
June 30,
2024

As of
September 30,
2023

Amounts due from related parties:

Uplus Academy LLC

(i)

—

118

Uplus Academy NLV LLC

(i)

—

Zhenwu Huang

(v)

—

134

Relationship

Notes

As of
June 30,
2024

As of
September 30,
2023

Amounts due to related parties:

Bison Systems LLC

(ii)

—

Zhenwu Huang

(iii)

—

113

Phil Zheng

(iv)

—

238

(i)

(ii)

(iii)

(iv)

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,313)	$ (663)	$ (5,181)	$ (2,543)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Diluted net loss per share of common stock	$ (0.02)	$ (0.01)	$ (0.07)	$ (0.04)
Weighted average shares used to compute diluted net loss per share	69,683,943	62,144,846	69,683,943	62,144,846

- Definition

+ References

+ Details

Commitments and Contingencies

9 Months Ended

Jun. 30, 2024

Commitments and Contingencies [Abstract]

Commitments and contingencies

NOTE 7: Commitments and contingencies

Leases

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. In addition, our ClouTea store in Las Vegas currently operates under a lease which expires in January 2025. In July 2024, the Company received notice from the landlord of its ClouTea location that the lease would be terminated effective July 31, 2024.

The components of leases and lease costs are as follows:

Operating leases	As of June 30, 2024		As of September 30, 2023
Operating lease right-of-use assets	$	603	$	315
Operating lease liabilities, current portion	$	196	$	161
Operating lease liabilities, non-current portion		407		154
Total operating lease liabilities	$	603	$	315

Operating leases		Nine Months Ended June 30, 2024				Nine Months Ended June 30, 2023
Operating lease cost		$	153			$	167

Future minimum lease payments under these leases as of June 30, 2024 are approximately as follows:

Fiscal year	Amount
Reminder of 2024	$	110
2025		158
2026		186
2027		132
Total future minimum lease payments	$	586

Legal Proceedings

From time to time, in the ordinary course of business, we are subject to litigation and regulatory examinations as well as information gathering requests, inquiries and investigations. As of June 30, 2024, there were no matters which would have a material impact on our financial results.

Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Sep. 30, 2023
Current assets:
Cash and cash equivalents	$ 9,201	$ 433
Accounts receivable, (net of allowance for doubtful accounts)	3,127	5,576
Inventory	399	822
Prepaid expenses and other current assets	2	17
Total current assets	12,729	6,982
Property and equipment, net	21	28
Deferred tax assets, net		518
Operating lease right-of-use-assets	603	315
Other assets, non-current	27	10
Total assets	13,380	7,853
Current liabilities:
Accounts payable	1,015	1,126
Accrued expenses	33	59
Short-term loan	2,386	845
Tax payables	264	461
Operating lease liabilities, current	196	161
Total current liabilities	3,894	2,890
Operating lease liabilities, non-current	407	154
Total liabilities	4,301	3,044
Commitments and contigencies
Stockholders’ equity:
Additional Paid-in Capital	14,059	4,608
Retained earnings	(4,980)	201
Total stockholders’ equity	9,079	4,809
Total liabilities, preferred stock and stockholder’s equity	13,380	7,853
Related Party
Current assets:
Amount due from related parties, current		134
Current liabilities:
Amount due to related parties, current		238
Class A Common Stock
Stockholders’ equity:
Common stock, value
Class B Common Stock
Stockholders’ equity:
Common stock, value

Subsequent Events

9 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

NOTE 8: Subsequent Events

On April 30, 2024 Company terminated leases for office spaces in Austin, Texas. The termination of these leases is not expected to have a material impact on the Company’s financial condition or results of operations.

In July 2024, the Company received notice from the landlord of its ClouTea location that the lease would be terminated effective July 31, 2024. Since July 31, 2024, ClouTea has ceased operations pending a new location. We are currently evaluating our options and potential impacts of this lease termination, including relocation costs and potential disruptions to operations. At this time, the Company cannot determine the full financial impact of this event, but it is not expected to be material to the Company’s financial condition or results of operations.

Short-Term Loan

9 Months Ended

Jun. 30, 2024

Short-Term Loan [Abstract]

Short-term Loan

NOTE 5: Short-term Loan

Standby Equity Purchase Agreement

On February 15, 2024, we entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, Ltd. (the “Investor”), pursuant to which the Investor has 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 Purchase Agreement. The price of shares to be issued under the Purchase Agreement will 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 notice by the Company (the “Pricing Period”). Each issuance and sale by the Company to the Investor under the Purchase Agreement (an “Advance”) is 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.

With respect to each Advance, the Company has the option to notify the Investor of a minimum acceptable price (“MAP”) by specifying the amount within an Advance notice. During any trading day within a Pricing Period, two conditions will trigger an automatic reduction to the amount of the Advance by one-third: either (i) the VWAP of the Class B common stock is below the MAP specified in the Advance notice, or (ii) there is no VWAP available (each such day, an “Excluded Day”). On each Excluded Day, an automatic one-third reduction is applied to the specified Advance amount in the Advance notice and that day will be excluded from the Pricing Period.

Each Advance is subject to certain limitations, including that the Investor cannot purchase any shares that would result in it beneficially owning more than 4.99% of the Company’s outstanding voting power of number of shares of Class B common stock at the time of an Advance or acquiring more than 19.99% of the Company’s outstanding shares of Class B common stock as of the date of the Purchase Agreement (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including, where the Company has obtained stockholder approval to issue in excess of the Exchange Cap in accordance with the rules of The Nasdaq Stock Market (“Nasdaq”) or such issuances do not require stockholder approval under Nasdaq’s “minimum price rule.”

The Purchase Agreement will terminate automatically on the earlier of February 16, 2025 or when the Investor has purchased an aggregate of $50 million of the Company’s shares of Class B common stock. The Company has the right to terminate the Purchase Agreement upon five trading days’ prior written notice to the Investor, subject to certain conditions.

In connection with and subject to the satisfaction of certain conditions set forth in the Purchase Agreement, upon the request of the Company, the Investor will pre-advance to the Company up to $3,000,000 of the $50,000,000 commitment amount (a “Pre-Advance”), with each Pre-Advance to be evidenced by a convertible promissory note (each, a “Note”). The first Pre-Advance, in the principal amount of $1,000,000, was advanced on February 15, 2024. The second Pre-Advance, in the principal amount of $1,000,000, was advanced on March 18, 2024. The third Pre-Advance, in the principal amount of $1,000,000, was advanced on April 15, 2024. Each Note is subject to a 4% discount to the principal amount of such Note. Repayment of the Notes commenced on May 15, 2024, with subsequent payments made monthly. As of June 30, 2024, the outstanding balance on the Notes was $2,333,000. The Notes were fully repaid in July 2024.

Each Note will accrue interest on the outstanding principal balance at the rate of 8% per annum and has a maturity date of February 15, 2025 (as may be extended at the option of the Investor). Beginning in May 2024, the Company was required to pay, on a monthly basis, one-nineth of the outstanding principal amount of each Note, together with accrued and unpaid interest, either (i) in cash or (ii) by submitting an Advance notice pursuant to the Purchase Agreement and selling the Investor shares, or any combination of (i) or (ii) as determined by the Company. The initial repayment is due 90 days after the issuance of the first Note, followed by subsequent payments due every 30 days after the previous payment. Unless otherwise agreed to by the Investor, any funds received by the Company pursuant to the Purchase Agreement for the sale of shares will first be used to satisfy any payments due under an outstanding Note.

At the election of the Investor, all or a portion of the principal, interest, or other amounts outstanding under each Note (the “Conversion Amount”) may be converted into shares of Common Stock (the “Conversion Shares”), equal to: (x) the Conversion Amount, divided by (y) the Conversion Price. “Conversion Price” is defined as (i) $6.00 per share of Class B common stock, provided however, on May 28, 2024 (the “Reset Date”), the Conversion Price shall be adjusted (downwards only) to equal the average of the daily VWAPs for the 5 consecutive trading days immediately prior to the Reset Date, if such price is lower than the Conversion Price then in effect. The Conversion Shares are entitled to the registration rights set forth in the Purchase Agreement.

On March 14, 2024, the Company and the Investor entered into a letter agreement (the “Letter Agreement”) to amend the terms of each Note as follows: (i) the Company may redeem early a portion or all amounts (including principal and accrued and unpaid interest) outstanding under the Note with at least 10 trading days’ prior written notice by the Company to the Investor. The outstanding principal balance being redeemed by the Company shall be subject to a 10% cash redemption premium. After receipt of the Redemption Notice, the Investor shall have 10 trading days to elect to convert all or any portion of the Note; and (ii) the Conversion Price shall not be lower than $1.50 per share of Class B common stock.

The Company paid a subsidiary of the Investor a structuring fee in the amount of $25,000 and in April 2024, issued to the Investor 259.350 shares of Class B common stock (the “Commitment Shares”) as a commitment fee. The Company and the Investor made certain representations and warranties to each other that are customary for transactions similar to this one, subject to specified exceptions and qualifications. Each of the Company and the Investor also agreed to indemnify the other.

The foregoing descriptions of the Purchase Agreement, the Letter Agreement and the Notes and the transactions contemplated thereby are qualified in their entirety by reference to the full text of the Purchase Agreement, the Letter Agreement and the Notes, a copy or a form of which are attached hereto as Exhibits 10.1 through 10.5, respectively, each of which is incorporated herein in its entirety by reference.

Revere Agreements

In connection with the execution of the Purchase Agreement, the Company entered into two agreements with Revere Securities, LLC (“Revere”): (i) a financial services agreement, dated as of January 22, 2024 (the “Financial Services Agreement”), pursuant to which the Company agreed to pay Revere $25,000 per month on an accrual basis for six months, with payments commencing upon the execution of the Purchase Agreement, for general financial advisory services provided by Revere, and (ii) a finder’s fee agreement, dated as of January 22, 2024 (the “Finder’s Fee Agreement”), pursuant to which the Company agreed to pay Revere (a) cash compensation equal to 7% of total proceeds from Pre-Advances raised under the Purchase Agreement, plus (b) cash compensation equal to 4% of any Advance under the Purchase Agreement, paid upon 3 business days after the closing of such Advance.

The foregoing descriptions of the Financial Services Agreement and the Finder’s Fee Agreement are qualified in their entirety by reference to the full text of the Financial Services Agreement and the Finder’s Fee Agreement, copies of which are attached hereto as Exhibits 10.6 and 10.7, respectively, each of which is incorporated herein in its entirety by reference.

We also carried over a $53 thousand loan balance from Stripe Capital, obtained in 2023. This brought our total short-term loan balance to $2,386 thousand as of June 30, 2024.

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false