NASDAQ: RR

To support our clients in
optimizing the use of ADAM robots and enhancing the efficiency of their operations, we established a wholly-owned subsidiary, Alphamax
Management LLC (“Alphamax Management”), in June 2024. Alphamax Management provides business management and operational services
to help our clients better integrate robots into their workflow. On May 1, 2025, we established Richtech Holdings LLC (“Richtech
Holdings”), a wholly owned subsidiary, to hold and manage real estate assets acquired by the Company. On August 20, 2025, we established
Richtech Capital LLC (“Richtech Capital”), also a wholly owned subsidiary, to support the potential future scaling of our
Robots-as-a-Service (“RaaS”) business by exploring and facilitating financial solutions that may enhance operational flexibility
and capital efficiency.

Our Products and Services

Beginning in the fourth quarter
of fiscal year 2025, we reorganized our product portfolio and internal teams into three strategic pillars: Commercial, Industrial, and
Data Services. The creation of specialized teams will enable us to develop a deeper understanding of market characteristics within specific
product niches. Commercial teams will primarily concentrate on advancing the food service, lodging, medical, and event experience markets,
while Industrial teams will primarily focus on the manufacturing, warehousing, and automotive sectors. The Data Services team will be
primarily focused on providing fundamental R&D support for both Commercial and Industrial product development as well as certain strategic
partners. The specialization of expertise provides better operational efficiency when tackling new market verticals and is essential in
developing a fundamental understanding of customer environments and formulating clear company strategies. We believe that this new operational
structure better positions us to engineer reliable robotic solutions that deliver the results our customers have come to expect.

This reorganization also reflects
our forward-looking vision for the future of embodied AI. The demand for embodied AI robotic systems spans virtually all sectors of the
economy, from commercial to industrial applications. Widespread adoption depends on the strength of the data infrastructure that powers
AI training and deployment. Through this approach, Richtech will accelerate the advancement of embodied AI, enable the development of
intelligent robotic solutions across industries, and drive the next era of automation.

In addition to the operational
re-organization, the Skylark line of robots has been discontinued to refocus resources on products with better long-term profitability.
The Medbot line of robots has been discontinued while we develop new robotic technologies to better service the healthcare sector.

We utilize a combination of
contract and in-house services to design and manufacture our products.

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Commercial Robotic Products

Under the Commercial pillar,
the Company offers three primary product lines: the Matradee line of server assistant robots, the ADAM and the Scorpion beverage service
robots. These solutions are designed to automate customer-facing commercial environments, with a particular focus on retail and food service
applications.

Matradee is
our line of restaurant service robots, designed for bussing, serving, hosting, advertising, and entertaining. For example, Matradee will
transport food from the kitchen to the table where a waiter can come by and serve the guests. The waiter could then load the Matradee
with dirty plates and send it to the dishwashing zone in the kitchen. This keeps the waiter on the floor serving guests and reduces physical
stress on the waiter. The robot is designed to operate in narrow and busy environments, navigating around tables and people to get to
its destination. Typically, a Matradee can perform over 1,000 deliveries per month in a busy restaurant.

Matradee was designed to
have a large carrying capacity and to be able to carry as much food as three to four waiters combined per trip. The robot is engineered
to be extremely stable so that it can carry wine glasses and delicate food items without spilling. It can also be used to greet guests
at the reception area and lead them to their table. With a battery life of eight to fourteen hours, the Matradee can run for the entire
day without taking a break. When multiple robots are deployed in the same space, the robots communicate with each other to coordinate
traffic optimally.

We believe that one of the
biggest advantages of the Matradee is the ease of deployment and reliability. Standard deployments involving full installation and staff
training are typically completed within three to four hours. The robot is not connectivity dependent and can operate fully offline. These
features decrease the difficulty of deployments and increase the variety of environments in which the Matradee can be deployed successfully.
We believe that this allows more deployments, lower costs, and faster scaling.

The Matradee is currently
deployed in restaurants, hotels, casinos, senior living homes, and movie theaters. Many of these businesses have either restaurants or
food service operations, so the primary task that the robot performs is delivering food from the kitchen to the tables and bussing dirty
dishes back to the kitchen.

ADAM is a dual-arm, AI-powered service
robot developed to revolutionize beverage preparation and customer interaction in hospitality and retail environments. Designed for reliability,
precision and engagement, ADAM automates the full beverage-making process—from mixing and shaking to espresso extraction—while
delivering a captivating, customer-facing experience.

Equipped with advanced vision and control AI,
ADAM continuously monitors each beverage it prepares, dynamically adjusting movements and pouring accuracy to ensure consistent, high-quality
results. Its coordinated dual-arm design enables complex, human-like motions and multitasking capabilities that traditional automated
dispensers cannot replicate.

Beyond efficiency, ADAM could serve as an experiential
centerpiece that may attract customers and reinforce brand innovation. Deployed in cafés, hotels and entertainment venues, the
robot has already produced many drinks in commercial settings. Its modular architecture is designed to allow for ongoing expansion—such
as espresso preparation, touchless ordering, and point-of-sale integration—making it adaptable to a wide range of beverage formats
and business models.

By combining robotics, AI, and interactive design,
ADAM could empower operators to overcome labor shortages, improve operational consistency, and elevate customer experience. It represents
a major component in Richtech’s mission to blend intelligent automation with human-centric service.

Scorpion was
developed on the same architecture as ADAM. Scorpion can perform many of ADAM’s AI functions at a lower cost and with a smaller
footprint. Additional AI camera systems allow for new features such as gesture and face recognition. These additional features, along
with the smaller footprint, are designed to provide a more intimate experience for guests. Scorpion also has the ability to craft a unique
cocktail for each customer based on input from the customer (e.g. what mood they are in) and information collected through Scorpion’s
sensors. The smaller footprint allows this AI bartender to be deployed in a wider variety of environments. We believe Scorpion provides
a more engaging and unique experience for customers while having the ability to significantly improve returns on investments (“ROI”)
and affordability for businesses.

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Industrial Robotic Products

Under
the Industrial pillar, the Company offers the Titan line of high–load-capacity delivery robots, the DUST-E line of autonomous cleaning
robots, and the newly introduced Dex humanoid robot designed for light industrial applications. Products in the Industrial category are
purpose-built for production and manufacturing environments, with an emphasis on durability, reliability, and heavy-duty operation.

Titan
is our line of heavy-duty autonomous mobile robots (“AMR”) delivery focused robots first launched in 2024. Since its
debut, the Titan line has become one of the best-selling product families in our indoor delivery and transport category. With the addition
of newer configurable models with increased carrying capacity in 2025, the range of applications where Titan can be deployed has expanded
significantly. Currently, deployments are primarily focused in retail automotive, warehousing, and manufacturing environments. Units have
been deployed across North America, in Canada, the US and Mexico. In fiscal year 2025, Titan broadened our addressable AMR market beyond
the hospitality space. We have also continued to improve upon the platform, adding additional sensors to improve navigation and obstacle
avoidance in highly complex environments. We are continuing to add additional products to the Titan line as we see a significant expansion
opportunity in large industrial manufacturing operations, driven by growing customer demand for automation and increased focus on supply-chain
resilience.

DUST-E is our
autonomous commercial cleaning robot product line that features two distinct models: the S and the MX models.

The S model is designed for
medium sized environments under 100,000 square feet. The primary use case for the S is in open commercial spaces such as lobbies of hotels
and more challenging surfaces such as those of restaurants where there may be food debris and spills. The S utilizes a high-power vacuum
and multi-roller system designed to support efficient one-pass cleaning performance The S comes with many integrated features, including
an automatic charging station, scheduled cleaning functions and high-precision localization that brings down the wall gap to approximately
three centimeters.

Future models are expected
to include an AI-driven categorization system that adjusts the cleaning routine according to the type and intensity of the soiling being
cleaned.

The MX model is our industrial-grade
robot capable of cleaning spaces up to 500,000 square feet. Designed with professional cleaning applications, the MX is a floor scrubber
tailored to large industrial spaces such as warehouses, factories, large hotel floors, event spaces, schools and universities and department
stores. The MX comes in a variety of configurations that accommodate different floor types from bare concrete to more sensitive flooring
materials including vinyl tile surfaces Designed for heavy-duty cleaning, the MX comes with a 30-gallon water tank, weighs over 600 pounds
and provides a brush pressure of 13.2g/cm2.

Dex is Richtech’s
next-generation industrial humanoid robot designed for real-world manufacturing, logistics and material-handling environments. Building
on years of experience in deploying robotic platforms, Dex combines the mobility of an autonomous robot with the dexterity of dual robotic
arms, creating a versatile solution for industrial automation.

Unlike traditional humanoid
designs that prioritize form over function, Dex employs a wheeled base to deliver practical stability, energy efficiency and uptime on
factory and warehouse floors. This is designed to enable the robot to navigate safely in shared human environments while performing complex
manipulation tasks such as part handling, machine tending, quality inspection and packaging.

At its core, Dex is powered
by the latest NVIDIA Jetson Thor module, enabling advanced AI capabilities for real-time perception, motion planning and decision-making.
Through our internal AI data training pipeline, Dex learns tasks in simulation before refining its performance in the physical world,
accelerating deployment and improving reliability. Its modular architecture supports a range of end-effectors and can evolve over time
through over-the-air software updates.

Dex represents the
Company’s strategic expansion into humanoid automation, bridging the gap between fixed industrial arms and mobile AMRs.
Designed for scalability, safety and integration with existing workflows, we believe Dex provides manufacturers and logistics
operators with a tangible path to automation that enhances workforce productivity without replacing human expertise. Dex is expected
to be officially launched in early 2026.

Data Services

Under the Data Services pillar,
Richtech will be providing data generation services for frontier embodied AI training. We design task environments, operate the robots,
collect and standardize the data, and produce high-value datasets that will allow the robots of the future to be smarter, faster, and
safer. The addition of Data Services to our product portfolio will support the development of commercial and industrial embodied AI solutions
and generate a powerful feedback data loop for foundation-level training to improve general applicability. The existing AI Cloud Platform
(ACP) has been incorporated under Data Services and cease to be an independent feature of our business.

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Our Industry

The robotics
industry’s growth is fueled by existing labor shortages, rising operational costs and increasing adoption of Raas models.
Under the RaaS model, the Company provides robotic hardware, AI software, and support services to the end user, and the end user
pays monthly over a set contracted term. This offers major benefits to end users as it significantly reduces implementation costs,
guarantees warranty and service of the robot, and allows the business to achieve day one ROI. From the Company’s perspective,
RaaS accelerates the adoption rate of new technologies, increases the lifetime value of a customer, and provides predictable
reoccurring revenue.

Market Opportunities

The primary market for our
embodied AI systems lies in business operations where robotics deliver clear advantages in efficiency, reliability, and cost-effectiveness.
As labor and material costs continue to rise, organizations are increasingly seeking ways to maintain or expand output using fewer resources.
Automation represents a sustainable long-term solution to this challenge, enabling robots to perform essential yet time-consuming tasks
at a fraction of the cost of human labor.

Richtech is well-positioned
to capitalize on major shifts in the global robotics and automotive sectors. According to a recent report from the market research company
Mordor Intelligence, the automotive robotics market is forecasted to exceed $30 billion by 2030, driven by strong adoption of automation
in vehicle manufacturing, service and aftermarket operations. Key growth factors include labor shortages, electric-vehicle (“EV”)
and autonomous vehicle production demands and an industry-wide focus on efficiency, safety, and quality. Significant opportunities are
emerging in retail dealerships, service centers and EV maintenance facilities ––– areas that strongly align with Richtech’s
strengths in autonomous robotics, AI development, and deployment capabilities. We are also expanding our presence within the automotive
manufacturing sector.

More broadly, the global
robotics market is expected to grow from $64.8 billion today to $375.82 billion by 2035, reflecting a robust Compound Annual Growth Rate
(CAGR) of 17.33%, according to a June 16, 2025 article by Research and Markets, a marketing research company. Richtech’s extensive
experience in service robotics, its growing presence in retail automotive and industrial manufacturing and its deep expertise in embodied
AI training positions the company to capitalize on the accelerating adoption of robotic solutions across the economy. enable

Future Growth Opportunities

Over the past year, our transition
to primarily selling recurring revenue generating products under the RaaS and data services models have been successful. RaaS agreements
constituted the majority of signed contracts generated in fiscal year 2025. Building on this success, Richtech is looking to continue
to expand into new markets as well as growing revenue through our existing customer base. Below are the key components of our growth strategy
for the next fiscal year:

Expansion of RaaS Products Offerings

In fiscal year 2025, we actively
worked to explore new applications for robotics and expand the addressable market for our solutions. For example, we are engaged in discussions
with a top 5 dealership group in the U.S. One of these groups is already under a fully executed master services agreement (“MSA”),
and we are actively deploying to new locations. There is now clear demand for physical automation within retail automotive, which we believe
is due at least in part to our market education efforts over the course of fiscal year 2025.

As this is a brand-new market
for robotics, we believe there are ample opportunities for embodied AI solutions to generate value. Currently, our Titan robots are being
deployed to perform parts delivery within the service departments of retail dealerships to improve technician service speed and efficiency.
The deployment of this product with our growing customer base has provided us with industry-specific insights, which we are using to actively
develop additional products that can bring equal or higher value. Given the existing customer base, we anticipate that the scaling of
new product deployments will be straightforward, as we leverage our brand recognition and the advantage of robot inter-operability within
our customers’ space. The development of new solutions within Richtech’s market verticals will allow us to quickly ramp up
robot installations and recurring revenue.

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Continued Exploration of Scalable Applications
Within New Markets

Beyond large-scale manufacturing
and logistics, the broader potential of embodied AI remains largely underdeveloped. This is particularly evident among mid-sized businesses—organizations
that are not large enough to justify heavy capital investment in complex automation, yet face real constraints in scaling to meet growing
demand. With our proven expertise in designing versatile robotic platforms, Richtech is uniquely positioned to unlock this untapped market
and translate the promise of embodied AI into practical, high-value solutions.

We plan to continue investing
in scalable applications across underserved sectors, leveraging our experience in AI-driven robotics to establish market position. Our
Dex robot exemplifies this philosophy: a practical, value-driven platform designed for broad applicability beyond traditional AMRs and
dual-arm systems.

We envision Dex becoming
the preferred solution for labor-dependent workflows—efficient, adaptable across industries, inherently scalable and cost-effective.

Addition of Robotic Data Services

The formalization of Data
Services as an independent pillar is to underscore the importance of data expertise in the development of embodied AI solutions. The data
expertise and market knowledge that Richtech has built up over the years have been the foundation for the success of our robots in the
field. We now aim to extend this expertise to partners developing next-generation embodied AI solutions.

Companies will be able to
acquire raw standardized real-world robotics operation datasets of joint trajectories, gripper contact manipulations and more. All data
is anchored in the United States to reduce regulatory and security risks. Richtech will be providing the physical-world equivalent of
a data pipeline for frontier embodied AI training. We design the task environment, operate the robots, collect and standardize the data
and produce high-value datasets that will allow the robots of the future to be smarter, faster, and safer.

Through the performance of
data services for strategic partners, Richtech is working to establish itself in embodied AI training and expanding its reach within the
AI and robotic ecosystem. We are currently working with some of the most cutting-edge AI companies to develop the basic foundation models
that will later be used as the basis for generalized robotic solutions. In addition to being a source of revenue growth, we anticipate
that providing data services will cement Richtech as a global AI leader and widen technological moats with our competitors.

Global Expansion Across Key Markets

As part of our long-term
growth strategy, we are taking steps to pursue expansion into selected international markets. Through a combination of joint ventures,
distributor partnerships and direct sales, we hope to build a strong and scalable presence in these select international markets. These
initiatives are currently in various stages of planning and discussions, but no formal agreements have been executed yet.

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Our Competitive Strengths

We believe we are one of the current leaders in
the embodied AI robotics industry for the following reasons:

●First Mover Advantage:
The commercial service robotics market has no clearly defined market leader. Our Matradee robot is one of the earliest restaurant service
robots to launch in the U.S. market, and we believe we are recognized by customers and competitors as an established brand in several
market verticals. Based on our extensive knowledge of the service robotics industry, we believe ADAM to be one of the earliest commercialized
humanoid robots in the U.S. that can be utilized to serve both food and beverages in a real-world environment. As a company on the cutting
edge, Richtech is often the trailblazer of new and innovative robotic solutions in previously unexplored markets. Being the pioneer for
these new markets presents significant first mover advantages such as brand recognition, market share, thought leadership and economies
of scale. In many cases, we believe the deployment of our robotic solutions within a customer’s operations locks out competition
due to inter-operability issues between different robot vendors.

●Deployment Experience and
Market Knowledge: The accumulation of experience operating in the U.S. robotics sector gives us an upper hand against new market
entrants. Our understanding of market dynamics and operational practices built up over the last several years creates a significant
moat between us and our competitors. This knowledge also allows us to be nimble and focus on non-obvious profit centers and verticals.
We understand what models work and why they work, allowing our team to build long-term strategic plans with minimized risk. Together
with our technological expertise in building and training embodied AI systems, we can execute aggressive expansion plans in nascent markets
with relatively low risk.

●Reliable Technology: Our
advanced AI algorithms provide our robots with what we believe is best-in-class reliability and performance. The combination of advanced
sensors and redundant obstacle avoidance protocols makes our robots safe and intelligent. With years of deployment and development experience,
we have deep confidence in our ability to reliably deploy robots in real, uncontrolled customer environments. Our expertise in training
embodied AI models further strengthens our capacity to create robotic solutions tailored to each customer’s workflow. Together,
we believe this experience positions Richtech as a market-defining leader in robotic design and deployment.

●Broad Product Offerings
and Synergies: Unlike our competitors that only provide one robot or one type of robot, we have a breadth of robotic solutions to
deploy depending on a client’s needs. This is advantageous as we can bring in new customers from a variety of different use cases
and encourage customers to consider other robotic solutions, providing a holistic approach to our client’s needs. If a hotel client
is having difficulty finding servers for their restaurants, they are most likely also experiencing shortages in cleaning staff, front
desk staff, room service staff, cooks, greeters, bartenders etc. Having a variety of products not only provides clients with a one-stop-shop
for their service robotic needs, it also demonstrates that we are a reliable resource to consult as they approach the general adoption
and implementation of robotic solutions across different parts of their business. A broad product offering also opens opportunities for
cross-selling and upselling within the same customer base.

Enterprise
Partnerships: We have executed MSAs with market leaders in hospitality, retail, and automotive. Our established partnerships with
leading companies in the robotics and AI space are a significant competitive advantage. We expect to continue to cultivate relationships
with corporate end users and technology leaders to expand the scope of opportunities and resources available to the company.

●Business Model: The
RaaS model gives Richtech a meaningful competitive advantage by lowering the barriers to adoption and allowing customers to deploy advanced
robotics without significant upfront investment. We believe this business model helps us accelerate market penetration, expand our customer
base, and ensure predictable long-term revenues. Additionally, continuous data flow from deployed robots enables us to improve performance,
anticipate service needs, and deliver higher uptime than competitors relying on traditional sales models. The result is stronger customer
retention, higher lifetime value, and a scalable service-driven business that is difficult for new entrants to replicate.

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●Market Coverage: Richtech
provides comprehensive deployment and maintenance services across the continental United States, Canada, Mexico, Puerto Rico, and Hawaii.
We have several hundred active deployments in the U.S. alone, complemented by additional installations in Canada, Mexico, and Australia.
We are also expanding our global footprint. By increasing our geographic reach and total addressable market, we can accelerate business
growth and leverage economies of scale—strengthening our competitive position and improving overall operational efficiency.

●Data Services: Our ability
to generate proprietary training datasets to train robotic systems provides a fundamental advantage over competitors that rely on third-party
data sources. This capability not only reduces costs for us, but also enables faster, more agile product development and access to highly
targeted training data for specific applications. As a result, we continue to build a competitive moat through superior product performance
and intellectual property. For a robotics company, the data is as important as the hardware and AI models themselves.

Our Strategies

As a leading provider of
embodied AI robotic solutions, we intend to continue expanding the business by developing, manufacturing and deploying novel products
that address the growing need for automation across all key target sectors. The key components to our growth strategy include:

●Growing our commercial
organization: We plan to continue to expand our sales teams to increase our coverage across specific target verticals. Currently,
we are in the process of expanding sales and fulfillment teams specializing in either commercial or industrial applications. Sales teams
shall be guided by specific quantitative KPIs and sales goals aimed at maximizing robot deployment quantities. Support and fulfillment
teams will continue to be scaled along with the number of deployments, focused on timely delivery and exceptional customer service.

●

Building deep expertise in robotic data
generation and AI training: Deep expertise in robotic data generation and AI training is a strategic imperative. As embodied AI
systems become increasingly capable, their performance, reliability and adaptability are determined by the breadth and quality of the
data used to train them. With our own data pipelines—from collection to annotation to real world model optimization—we can
iterate faster, improve safety and accuracy, and deploy robots that can handle the complex, unstructured environments found across real-world
industries.

This data expertise is expected to not only fuel
superior product performance but also create a durable competitive edge. It enables the continuous improvement of navigation, manipulation,
perception, and decision-making models across our embodied AI platforms. It also allows us to scale new capabilities more efficiently,
reduce deployment friction, and rapidly respond to customer needs with AI systems that improve over time. Ultimately, we believe that
our data and training positions Richtech as a category-defining player in embodied AI—one able to deliver robots that are more autonomous,
more reliable and more valuable to customers across global markets.

●Establish enterprise
partnerships: We plan to continue to place strong emphasis on forming enterprise relationships in all target sectors as well
as building relationships with technology partners. We see enterprise adoption as a key marker towards general market adoption. Cultivating
partnerships with AI and other industry partners will be essential in monopolizing industry defining opportunities in the embodied AI
space.

●Expanding our R&D
team: We intend to continue to invest heavily in the technical development of our data pipeline, AI training workflows, and new
and more advanced robots. We are actively adding to our technical teams to accelerate development speed. This will allow our robots to
be deployed in ever more complex environments and open additional markets for our solutions.

●Expansion of Humanoid
Products: Dual-arm robotic systems will remain a core strategic focus for the company. The launch of Dex exemplifies Richtech’s
commitment to delivering advanced, broadly applicable embodied AI solutions that provide meaningful value in real-world environments.
These dual-arm platforms are engineered as versatile AI systems that can be trained to perform customer-specific workflows with a high
degree of reliability and precision. By enabling automation in tasks traditionally considered too complex for robotics, they dramatically
expand the range of viable applications. We believe that the success of platforms like Dex will unlock an entirely new dimension of capability
and impact for embodied AI solutions.

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●

Continued Commitment to RaaS:
Our transition to a RaaS business model for the majority of our mainstream robot solutions has been successful. The RaaS model offers
a more flexible, cost-effective, and scalable solution compared to outright robot purchases, making it the smarter choice for both Richtech
and our customers. RaaS creates a predictable, recurring revenue stream rather than relying on sporadic, high-stakes sales cycles. This
subscription-based model supports long-term planning, reduces reliance on constantly finding new customers, and fosters lasting customer
relationships that drive loyalty and feedback loops for product improvement.

In industries with evolving
needs, such automotive dealerships, RaaS aligns exceptionally well with goals of both the customer and the provider, transforming robotics
from a one-time transaction into a sustainable and profitable partnership. Through these partnerships, we plan to deepen our understanding
of the markets we serve and develop new high-value solutions that are tailored to customer needs. In the long run, we believe this approach
will enhance the value of our robotic solutions, enabling us to create an integrated ecosystem that addresses broader business challenges
and delivers greater value to our customers.

●Launch and scale our
robotics franchise brand. Our first robotic franchise location opened in early 2025 in Las Vegas for our Clouffee & Tea Robotic
restaurant brand. We have identified several additional sites and are preparing to open more stores through a combination of corporate-owned
and franchise-operated locations. All restaurant operations will be done through our subsidiary hospitality management company, Alphamax
Management. A robotics-based restaurant business aims to address the two biggest challenges facing franchisees of traditional restaurants
today, which are labor and quality consistency. This opens the way for a wide variety of scalable businesses based on the ADAM and Scorpion
system. We expect the robotic restaurant business will continue to generate recurring revenue. In 2025, Alphamax Management generated
approximately $602 thousand in revenue from restaurant operations.

Our Challenges

The challenges the Company currently faces include
the following:

●Market Competition:
As with all companies, we face pressure from some competitors in our target markets. This puts pressure on our margins and increases
marketing and sales costs. These competitors are listed in the next section.

●Customer Education and Adoption:
AI enabled robotic solutions are still very new to many people, and customers sometimes lack understanding of the products capabilities
and must go through a testing process to ensure the robots work for their business. This slows down the sales process of products and
bottlenecks revenue.

●Labor Shortage: Even
though we are a robotics company, we are not immune to the labor shortage. It has been challenging to staff certain technical and non-technical
positions. Labor has also gotten generally costlier, and the AI space is competitive when it comes to attracting talent.

●Rising Cost of Raw Materials:
Under the current economic and political environment, inflationary pressures are a concern as it is difficult to make reliable projections
for the cost of product and components. This means profit margins could vary unexpectedly, requiring constant evaluation of macroeconomic
factors into the cost structure of our business.

Competition

The U.S. embodied AI robotics
industry is still very new so there are only a limited number of competitors for each of our target markets.

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The companies which pose the greatest competitive
challenges to us, by product line, are listed below:

●Matradee

●Bear Robotics, Inc.:
Bear Robotics, based in Redwood City, California, offers the Servi robot. This robot is designed to target the same market as the Matradee.
Bear offers the robot to their customers under a RaaS model. We believe the quality and value of our robots is greater than Bear’s.

●Pudu Technology Inc.:
Pudu is robotics company based out of China that manufactures a variety of delivery robots. While Pudu robots are generally cheaper,
they only operate in the United States through a distributor network and have no direct customer support or dedicated service network.

●Titan

●Pudu Technology Inc.:
Pudu is a robotics company based out of China that manufactures a variety of delivery robots. While Pudu robots are generally cheaper,
they only operate in the United States through a distributor network and have no direct customer support or service network. While they
have a similar robot to Titan, we feel our industry expertise will allow us to compete effectively against them in the markets we compete
in.

●DUST-E

●Avidbots Corp: Avidbots
is a Canadian company that designs and manufactures Neo, which is a functional equivalent of the DUST-E MX. The MX offers similar functionality
for over $10,000 less, and lower maintenance costs.

●Tennant Company: Based
in Minnesota, Tennant’s T7 AMR and equivalent robotic ride-on floor scrubbers are direct competitors to the MX. Tennent does not
provide smaller cleaning robots limiting their ability to compete with us to only large public and commercial spaces.

●ADAM and Scorpion

●Miso Robotics Inc.:
Miso Robotics produces a robotic food restaurant automation robot, Flippy. Flippy is primarily designed to perform deep frying in fast
food restaurants. ADAM is able to offer a wider array of food and beverage choices to customers while providing a more memorable experience.

●Cafe X Technologies, Inc.:
A Silicon Valley startup, Cafe X is a robotics coffee bar company that has implemented two robotic kiosks inside the San Francisco airport
and one inside a museum in Dubai. ADAM can offer a wider array of food and beverage choices to customers while providing a more memorable
experience.

●Dex

●Tesla, Inc.: Tesla is
currently in the process of transforming from an electric car company into a robotics company with its humanoid robot, Optimus. While
Tesla has the capital and expertise to develop a competitive humanoid robot, the goal for their robot is very different from ours. While
Optimus is being marketed as a generalist robot of the future, Dex is designed to carry out the specific complex industrial workflows
that exist today.

●Figure AI Inc.: As with
Tesla, the Figure humanoid robots are designed to be the generalist robots of the future. Dex is designed to carry out the specific complex
industrial workflows for end-users today.

Our Operations

The Company is organized
in a functional structure with sales, marketing, tech support, customer service, product development, creative design, manufacturing,
procurement, accounting, and administration departments. Executive decisions are communicated to department managers to execute. The Chief
Executive Officer directly oversees the product development, creative design and administration teams. He also provides directives to
other departments and executives as he sees fit. The Chief Operating Officer has primary responsibility over the sales, marketing, tech
support and customer service teams as well as the coordination of different departments on large-scale projects. The Chief Financial Officer
has primary responsibility for procurement, manufacturing, accounting and investor relations.

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Product development teams
carry out research and development tasks and are organized according to product category. Each development team is comprised of several
engineers linked with a product manager and work closely with the creative design and manufacturing teams. Employees may belong to multiple
product development teams at the same time as there is significant technical overlap in AMR development. The development teams are overseen
directly by the Chief Financial Officer and are responsible for the ideation, engineering, and testing of new robots.

Customer facing departments
which include sales, marketing, tech support and customer service utilize a variety of technology tools to keep clear customer records
and respond to customer requests. These tools include Hubspot CRM, Jotform, and Google Workspace.

Internal departments which
include procurement, manufacturing and accounting are overseen by the Chief Financial Officer. The manufacturing and procurement departments
primary focus is maintaining supply chains and delivery timelines specified by the Chief Financial Officer based on projections made according
to sales data. The accounting team processes accounts payables and receivables, audits internal accounting records and generate financial
reports.

Our Revenue Model

Historically, the Company
generated revenue primarily through product revenue (i.e. outright hardware sales), resulting in immediate revenue and immediate Cost
of Revenue recognition. The Company also offers services such as robot event rentals, support and maintenance services, and other services
related to our robot products. Services and short-term leases constituted the majority of revenues in fiscal year 2024, and continues
to be a large portion of revenue in fiscal year 2025.

In fiscal year 2025, the
Company has shifted its focus to building RaaS revenues, which emphasizes long-term relationships and recurring revenue through multi-year
contracts. This transition aims to improve customer retention, increase asset lifetime value and build a predictable revenue base.

This strategic change significantly
impacts the financial statements in the following ways:

1.Revenue: Upfront product revenue is reduced.

2.Assets: The cost of leased robots is capitalized as a long-term
asset (Assets held for Lease), not immediately expensed.

3.Profitability: This results in a materially lower Cost of
Revenue and an expanded Gross Margin, as the cost is recognized over the lease term via depreciation instead of immediate Cost of Goods
Sold.

Evolution of Sales Model
Mix

Our model combines direct
product sales with RaaS. The table below illustrates the shift away from being a purely product-driven company over the past two fiscal
years:

Year ended September 30,

2025
2024
Change

Product Sale
$2,309
$1,357
$952

Leasing/Service/Rental
1,429
2,624
(1,195)

RaaS
692
-
692

Other
615
259
356

Total
$5,045
$4,240
$805

11

The increase in Product Sale
percentage in fiscal 2025 was primarily attributable to non-recurring customer orders for earlier-generation delivery robotic systems,
which temporarily increased one-time product sales. Despite this spike, the long-term trend remains focused on increasing recurring revenue.
The relative decreases in Leasing/Service/Rental Sale in fiscal year 2025 compared to fiscal year 2024 were primarily attributable to
the Company’s strategic focus on expanding its RaaS business model. Organic adoption of recurring arrangements continued to accelerate
during fiscal year 2025. While revenue from the RaaS offerings was only formally recognized beginning in fiscal year 2025, resulting in
approximately $692 thousand of RaaS revenue for the year, management believes the success of the RaaS model is more appropriately measured
by contract origination rather than near-term revenue mix. During fiscal year 2025, the Company secured 55 RaaS contracts, representing
significant growth in long-term contract value and future recurring revenue backlog, which aligns with the Company’s core strategic
objectives under its RaaS model.

Our Customers

We have a diversified business-to-business
(“B2B”) customer base where the clients range from individual mom and pop restaurants to global automotive manufacturers.
The majority of our robotic deployments are located in the United States, with additional installations in Canada, Mexico, and Australia.
We are also expanding our global footprint through new partnerships in the Middle East and Europe.

Heading into fiscal year
2026, we are focused on executing expansion into additional market sectors with a specific focus on manufacturing and logistics, as well
as developing markets where automation has not traditionally been explored. The focus will be on applications where robotic-assisted operations
present a very strong ROI equation with low deployment complexity. The goal will be to continue to increase the number of robots deployed
under the RaaS model.

Clients come from four main
sources: (1) our inbound website and phone line, (2) referrals, (3) paid conventions and (4) outbound sales activity such as via emails,
phone calls and LinkedIn.

Customer Services

As a company, we place strong
emphasis on providing a positive customer experience for the client and their customers. We provide nationwide installation, shipping,
maintenance and warranty services. Shipping and installation are coordinated with the client by our customer service and technician teams.
Maintenance services are provided for customers to prolong the longevity of the robots including onsite assistance as needed. Maintenance
visits typically encompass an overall health check on the robot, removal of debris and cleaning, edits to mapping or settings, and training
of client staff.

For warranty claims, our
customer service department works with the customer to verify the validity of the warranty claim, and if valid, schedules for the exchange
of the robot as quickly as possible. We endeavor to complete all exchanges within five business days.

The customer service team
also reaches out to our clients on a regular basis to ensure they are enjoying their use of their robot, and to inquire about any service
requests they may have.

All robots support remote
diagnostic functions so our technicians can provide quick and effective remote troubleshooting. All customers are provided lifetime remote
customer support.

Customer satisfaction also
depends on whether a client is getting a product that is right for them and suits their space. To this end, we have a full in-house design
team that provide customers with custom wrap designs, graphical user interfaces (GUIs), creates 3D renderings of buildouts and promotional
materials for their staff and customers.

12

Suppliers (Materials, Products and Other Supplies)

For the fiscal year ended
September 30, 2025, our top five suppliers collectively accounted for approximately 65% of our total procurement. We rely on sole-source
suppliers for certain critical components, such as batteries and robot arm. We generally do not have long-term supply agreements with
these suppliers; instead, components are typically secured on a purchase order basis. This reliance creates risks regarding supply availability
and pricing.

Marketing and Sales, Distribution and Logistics

Our sales strategies aim
to scale revenue as quickly as possible without relying on high expenditure of capital or human resources. These strategies involve forming
relationships, leveraging partner resources and finding the most effective methods to grow revenue. We look to form relationships with
companies that have the most connections and resources in each of the target markets. For the restaurant space, this means companies like
major food distribution and point-of-sale companies that have a large distributed sales force and a massive customer network in the United
States. Hotel and senior living sectors are much more concentrated, so we primarily focus on companies that set industry standards and
leverage our success with these companies to promote our brand and products. Second, we build out networks of referral agents, independent
sales agents, and distributors that provide high penetration into the market at a local and regional level. Companies that wish to become
our distributors or resellers must provide evidence they have the technical know-how and financial capability to effectively represent
our brand. Potential distributors are asked to provide evidence of strong sales revenue, adequate technical support capabilities, and
a list of customers they will be approaching with our product. Distributors are only certified once we find that their customer base is
a good fit for our products and they have the capabilities to represent our brand. Third, we build and retain a professional internal
enterprise sales force that is creative, driven, and believes in the mission and values of the company. This sales force is our liaison
with our partners and customers, who foster these relationships and build a solid foundation for the company.

We market our products primarily
through digital marketing, sales outreach, industry exhibitions, and client referrals. Direct online inquiries are the main source of
our leads. Over the last two years, we have exhibited at national conferences such as the Consumer Electronics Show (CES), Nvidia GPU
Technology Conference, and National Restaurant Association Convention.

Order processing and logistics
is managed internally. We currently have five people on our sales team. The sales team earns a sales commission on top of base salary
and bonuses. Orders go through several levels of checks and approval before shipping to ensure standard operating procedures are followed
and there is proper inventory tracking. All robots are quality control tested before packaging and leaving our warehouse. We utilize a
selection of freight carriers to obtain the best shipping rates. Tracking information and freight costs are uploaded into our internal
digital system by the logistics team to ensure this data is readily available when needed.

Research and Development

In fiscal years 2025
and 2024, we spent $2,432 thousand and $2,021 thousand, respectively, on R&D. Our R&D efforts in 2025 primarily focused on
developing and testing innovative solutions tailored to various market verticals for our humanoid and AMR robotic platforms. We
remain committed to enhancing our competitive edge by creating groundbreaking solutions, advancing at a pace ahead of our
competitors, and capturing maximum market share in the emerging service robotics industry.

In 2025, we have continued
to upgrade and iteratively develop ADAM. During the development process, we leveraged generative AI technology to optimize efficiency
and utilized NVIDIA’s ISAAC simulation training platform to enhance the efficiency of robot installation and deployment in various
commercial environments. In addition to ADAM, the dual-arm robot, we have developed a single-arm robot, Scorpion, designed for more compact
and lightweight applications compared to ADAM. A mobile platform has been created for Scorpion, enabling its use in various work scenarios
such as desktops and vehicles. It also supports real-time low-latency natural language conversations and voice control for seamless interactions
with customers.

For delivery robots, we have
focused on developing and refining hardware, software features, and workflows to suit specific needs in blue ocean verticals. We continue
to work closely with our customers to understand problems from their perspective and develop solutions that maximize the value of our
AMRs in their business case.

13

In 2025, the Company has
also focused on the development of AI training capabilities, with a strong focus on generating standardized robotic datasets. These datasets
contain real-world robotics operation data of joint trajectories, gripper contact manipulations and more. All data is anchored in the
United States to reduce regulatory and security risks.

A major R&D focus in fiscal year 2025 for
Richtech has been the development of the Dex robot. Dex builds upon the foundations set by learnings from the development of ADAM and
our AMR solutions, marrying intelligent vision AI systems with reliable sensor-based mobility. The potential of Dex is then realized through
our proprietary Sim2Real robotic training pipeline that enables reliable real-world operation of robotic solutions through a combination
of simulated and real-word training. Dex will continue to be the development priority into fiscal 2026.

Production/Manufacturing

Our product manufacturing
process starts with finding suitable suppliers. The Company’s internal product development and procurement teams will search for
suppliers according to technical requirements and consultation with existing suppliers. We require all prospective suppliers to sign confidentiality
agreements before discussing details of the products and parts requirements. The procurement team performs a comprehensive comparison
of suppliers based on product specifications, reputation, delivery cycle, price and other factors. Through this process, we identify a
preferred supplier and two alternative suppliers as backup. Once suppliers are confirmed and contracted, we move to the next step.

To better meet the needs
of our U.S. customers, we are steadily increasing the proportion of final assembly performed in the United States and are working closely
with our Original Equipment Manufacturer (“OEM”) and Original Design Manufacturer (“ODM”) partners to expand U.S.-based
production capacity over time. Our manufacturing operations utilize a hybrid production model. Certain components and subassemblies of
our products are manufactured and performed by contracted OEM and ODM partners located outside of the United States (primarily in China).
In addition, for some of our higher-complexity products, a portion of the production, including final assembly, system integration, and
quality testing, is performed in the United States at our facilities in Las Vegas, Nevada.

We identify and contact factories
that qualify as potential OEM and ODM partner candidates to discuss the production of prototypes of our products. Factories are qualified
by our procurement team using a process similar to how we select suppliers, checking the capabilities, reputation, quality, delivery cycle,
and price of these factories. Our product development and procurement teams work with the factory to finalize the Bill of Materials (“BOM”)
list and provide technical specifications and other requirements to these factories for the production of several prototypes. These prototypes
are then rigorously tested by our development teams and we go through an iterative process to refine the prototypes to make sure they
meet our production standards. Both the software and hardware of the robots go through multiple rounds of stress testing, with a final
round of testing in a real-world application. Once the prototypes pass internal stress tests, the product is then ready for the mass production
stage.

A production schedule is
formed around sales projections on a rolling three-month window. These sales projections are assembled by the Chief Operating Officer
and sent to the Chief Executive Officer for approval. Once the schedule is approved, the procurement team reviews pricing according to
the BOM list, clarifies delivery timelines, signs the purchase contracts, and sends payments. After the production of the product is completed,
our procurement team will conduct an on-site quality inspection before the product is packaged and shipped to our warehouse in Las Vegas,
NV. Once the product arrives at our warehouse, the technical department will conduct a last round of software and hardware quality control
checks. This is to ensure nothing was damaged in shipping and that all elements of the product meet our requirements before delivery to
customers.

We are also actively evaluating
opportunities to expand our U.S.-based assembly and manufacturing footprint over time, including identifying additional facilities and
potential partners, subject to operational needs and economic considerations.

14

Global Operations

Our business operations are
based mainly in the U.S., except for some of our R&D work, which is based in China. We currently employ a team of 20 engineers through
a third-party human resource company in China for R&D work. Some of the manufacturing and subassembly of some of our products takes
place outside of the U.S. The majority of our ODM and OEM partners are also located in China.

Intellectual Property

We rely on a combination
of federal, state, and common law rights, including patent, copyright, trademark, and trade secret laws, to protect our proprietary robotics
hardware, software, and brand identity. We currently have five issued U.S. patents and three pending U.S. patent applications. We also
maintain five U.S. trademark registrations and have one U.S. trademark applications pending, covering our corporate name and key product
marks. In addition, we rely on trade secrets and proprietary know-how, which we protect through confidentiality agreements with employees,
contractors, and business partners.

Patents

PATENT NO. /

APPLICATION NO.

TITLE

COUNTRY

FILING DATE

STATUS

USD1028047S1

Service Robot

U.S.

November 24, 2021

Issued

US11975656B2

Tray Stabilizer System for Food Delivery Robots

U.S.

December 13, 2021

Issued

USD1039580S1

Vending Machine Assembly For An Autonomous Delivery Robot

U.S.

July 12, 2022

Issued

USD1090655S

Gripper for a Robotic Arm

U.S.

June 24, 2024

Issued

USD1090656S

Gripper for a Robotic Arm

U.S.

June 24, 2024

Issued

29/908,343

Single Arm Robot

U.S.

January 11, 2024

Pending

29/924,731

Powder Mixer

U.S.

January 19, 2024

Pending

29/924,728

Mixer

U.S.

January 19, 2024

Pending

Trademarks

MARK

TYPE

APPLICATION NO.

STATUS

JURISDICTION

RICHTECH ROBOTICS

Logo

97553162

Registered

U.S.

RICHTECH ROBOTICS

Standard Character

97553149

Registered

U.S.

RICHTECH

Logo

90869957 / 87884066

Registered

U.S.

ADAM

Standard Character

97734824

Pending

U.S.

CLOUFFEE & TEA

Logo

98418565

Registered

U.S.

RICHIE

Standard Character

97734917

Registered

U.S.

15

Employees

As of September 30, 2025,
we had 55 full-time employees in the United States and 20 overseas R&D employees. Our overseas R&D personnel, primarily located
in China, are engaged through third-party arrangements but are directly managed by the Company. As of September 30, 2025, our U.S. employees
were located across multiple states, including approximately 47 employees in Nevada, 2 employees in California, 3 employees in New York,
2 employees in Texas, and one employee in Illinois. We believe that we maintain a good working relationship with our employees and, to
date, we have not experienced any labor disputes.

The following table provides a breakdown of our full-time U.S. employees by function
as of September 30, 2025:

Function
Number of

Employees
% of

Total

R&D
27
49%

Tech Support & Customer Service
3
5%

Sales & Marketing
12
22%

Business Operation
5
9%

Administration
8
15%

Total
55

Insurance

We maintain a portfolio of
insurance policies from reputable providers that we believe are customary for companies of our size and industry. Our coverage includes
Commercial General Liability, Automobile Liability, Umbrella Liability, Workers Compensation, and Property insurance. Additionally, we
maintain Directors & Officers liability insurance at levels we believe to be appropriate for our business and public company status.

Material Contracts

On October 16, 2024, Richtech
entered into a binding Letter of Intent (the “LOI”) with Ghost Kitchens America. Under the terms of the LOI, the parties
agreed to enter into a franchise agreement, pursuant to which the Company will acquire exclusive rights to operate 20 Walmart-located
“One Kitchen” restaurants in Arizona, Colorado, and Texas. These restaurants will be directly managed by the Company’s
subsidiary, AlphaMax Management LLC, with the aim of optimizing restaurant operations through robotics and AI cloud technology. As of
the date of this Report, two locations have been opened, in Rockford, Illinois and Peachtree, Georgia.

On April 10, 2025, we entered into an MSA (the
“Automotive MSA”), with a top 5 automotive dealership by revenue and number of dealerships in the United States, under which
Richtech would perform work according to Statement(s) of Work (“SOW”). The full launch of the Automotive MSA was subject
to the successful completion of the pilot program and approval of the client’s management team, which occurred on August 27, 2025.
The Automotive MSA will continue in force as long as one or more SOWs remain in effect and will renew for an additional 12 month period
unless either party notices the other party in writing of its intent not to review 30 days prior to the expiration of the term. The Automotive
MSA also contains other customary provisions, including intellectual property and confidentiality. As of November 14, 2026, there are
9 active SOWs under the MSA. We expect the number of active SOWs to continue to grow through fiscal year 2026. As of fiscal year 2025,
the SOWs under the Automotive MSA total $388,800 in contract value, with $44,098.52 in payments received.

June 24, 2025, Richtech’s joint venture company, Boyu Artificial
Intelligence (Beijing) Technology Co., Ltd. (“Boyu”), entered into a Product Sales and Technical Services Agreement (the “Sales
Agreement”) with Beijing Kaiwu Tongchuang Technology Development Co., Ltd. (“Purchaser”), pursuant to which Purchaser
agreed to purchase approximately $4.2 million of robotic products (to be supplied by the Company), services, software and licensing, including
a one-time payment within 15 days of deliver for approximately $1.3 million and annual fees and software licenses in the aggregate amount
of approximately $2.9 million over the next 10 years. The Sales Agreement contains customary terms, including, without limitation, delivery
and acceptance, liability and dispute resolutions.

On August 21, 2025, we entered into an MSA (the
“Retailer MSA”) with one of the world’s largest retailers, pursuant to which the Company shall work on project(s) for
the client under additional SOWs. The Retailer MSA has a term of two years and will automatically renew for additional 12 month periods
unless either party notices the other party in writing of its intent not to renew 60 days prior to the expiration of the term. The MSA
also contains other customary provisions, including intellectual property and confidentiality. On November 24, 2025, we began deploying
16 robotic units according to the first SOW executed under this MSA.

16

In January 2023, we executed an MSA with a major hotel brand with over
5,000 properties worldwide (the “Hotel MSA”) for purchases of our Matradee L robot. In September 2022, we entered into
an MSA with one of the top casino companies in the United States (the “Gaming MSA”), for the purchase of our Matradee L and
other robots. As the Company has pivoted
to prioritizing RaaS agreements and long-term recurring revenue streams, we no longer consider the Restaurant MSA and Gaming MSA
to be material to the Company’s future performance.

ATM Agreements

On May 16, 2025, we entered
into an At The Market Offering Agreement (the “May ATM Agreement”) with Rodman & Renshaw LLC (“Rodman”),
H.C. Wainwright & Co., LLC (“Wainwright”), and BTIG, LLC, authorizing the sale of up to $100 million shares of our Class
B common stock. The offer and sale of the shares was made pursuant to a shelf registration statement on Form S-3 and the related base
prospectus (File No. 333-284779) initially filed by the Company with the SEC, on February 7, 2025, as amended on April 18, 2025 and May
14, 2025, respectively, and declared effective by the SEC on May 15, 2025 (the “May ATM Prospectus”). The Company agreed
to pay to Rodman a fixed cash commission rate equal to 3.0% of the gross sales price of any shares sold under the May ATM Agreement.
As of September 30, 2025, the Company sold an aggregate of 45,636,983 shares of Class B common stock under the May ATM Agreement, for
aggregate proceeds of approximately $100.0 million. The May ATM Agreement was terminated by the Company effective as of September 12,
2025.

On August 28, 2025, we
entered into another At The Market Offering Agreement (the “August ATM Agreement”) with Rodman as the lead agent and
Wainwright (each of Rodman and Wainwright individually, an “Agent” and, collectively, the “Agents”),
pursuant to which and the May ATM Prospectus, the Company may offer and sell, from time to time through or to
Rodman or such other Agent selected by Rodman (the “Designated Agent”), as sales agent and/or principal, shares of our
Class B common stock, having an aggregate offering price of up to $100 million.

The offer and sale of the
shares was made pursuant to the May ATM Prospectus, as supplemented by the related prospectus supplement filed by
the Company with the SEC on August 28, 2025 (the “August ATM Prospectus”).

Pursuant to the August
ATM Agreement, the Designated Agent may sell the shares by any method permitted by law deemed to be an “at the market
offering” as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including
without limitation sales made directly on or through The Nasdaq Stock Market LLC (“Nasdaq”), or any other existing
trading market in the United States for Class B common stock, sales made to or through a market maker other than on an exchange or
otherwise, directly to the Designated Agent as principal, in negotiated transactions at market prices prevailing at the time of sale
or at prices related to such prevailing market prices and/or in any other method permitted by law. The Designated Agent is not
required to sell any number or dollar amount of the shares but will use commercially reasonable efforts consistent with the
customary market practices for similar transactions and in compliance with applicable laws and regulations to sell the shares
pursuant to the August ATM Agreement from time to time, based upon instructions from the Company, including any price or size limits
or other customary parameters or conditions the Company may impose. The Company is not obligated to make any sales of the shares
under the August ATM Agreement. The offering of shares pursuant to the August ATM Agreement and the August ATM Prospectus will
terminate upon the earliest of (a) the sale of all of the shares subject to the August ATM Prospectus and (b) the termination of the
August ATM Agreement by the Company or each Agent (solely with respect to such terminating Agent), as permitted therein.

The Company agreed to
pay to Rodman a fixed cash commission rate equal to 3.0% of the gross sales price of any shares sold under the August ATM Agreement.
As of September 30, 2025, the Company sold an aggregate of 21,439,157 shares of Class B common stock under the
August ATM Agreement, for aggregate proceeds of approximately $98.4 million.

The August ATM
Agreement also provides that Rodman shall act as our exclusive and sole sales agent for each and every at-the-market program (or
facility), current or subsequent, to be established and/or used by us during the twelve (12) month period commencing on May 16,
2025. The ATM Agreement also contains customary representations and warranties and conditions to the sale of the shares pursuant
thereto.

On September 23, 2025,
we entered into an additional At The Market Offering Agreement with the Agents (the “September ATM Agreement”), pursuant
to which the Company may offer and sell, from time to time through or to Rodman or such other Agent selected by Rodman, as sales
agent and/or principal, shares of our Class B common stock having an aggregate offering price of up to $1,000,000,000. The offer and
sale of the shares are being made pursuant to an automatic shelf registration statement on Form S-3ASR and the related base
prospectus and accompanying prospectus dated September 24, 2025 (File No. 333-290477), which became effective upon filing on
September 24, 2025 (the “September ATM Prospectus”). The terms of the September ATM Agreement, including the method of
sale and the 3.0% fixed cash commission rate, are substantially consistent with those of the August ATM Agreement. Pursuant to the
September ATM Agreement, the Company and Rodman further established a new twelve (12) month exclusivity period for any current or
subsequent at-the-market program, which commenced on September 23, 2025. As of September 30, 2025, the Company sold an aggregate of
6,282,472 shares of Class B common stock under the September ATM Agreement, for aggregate proceeds of approximately $26.8
million.

The foregoing
description of each of the August ATM Agreement and the September ATM Agreement is not complete and is qualified in its entirety by
reference to the full text of such agreements, copies of which are filed herewith as Exhibit 10.17 and Exhibit 10.18, respectively,
to this Report and are incorporated herein by reference herein.

17

Inducement Warrants

On February 10, 2025, the
Company entered into a warrant exercise inducement offer letter (the “Inducement Letter”) with a holder (the “Holder”)
of its existing common stock warrants exercisable for an aggregate of 2,699,797 shares of its Class B common stock (collectively, the
“Existing Warrants”), to exercise its Existing Warrants at the existing exercise price of $1.35 per share, in exchange for
the Company’s agreement to issue new common stock warrants to purchase 2,699,797 shares of Class B common stock at an exercise price
per share of $4.00 (the “Inducement Warrants”). The aggregate gross proceeds from the exercise of the Existing Warrants were
approximately $3,644,726, before deducting financial advisory fees. In consideration for the immediate exercise of the Existing Warrants
for cash, the Holder received the Inducement Warrants in a private placement. The Inducement Warrants have an exercise price of $4.00
per share, are immediately exercisable and will be exercisable for five years from the date of issuance.

Property Purchase and Sale Agreement

On April 8, 2025 (the “Effective
Date”), the Company entered into an agreement (the “Purchase and Sale Agreement”) with L & R Investment LLC, a Utah
limited liability company (the “Seller”), with respect to the purchase of a parcel of land of approximately 20,000 square
feet located at 2975 Lincoln Road, Las Vegas, Nevada 89115 (the “Property”). This Property will serve as the Company’s
new headquarters. The purchase price of the Property was $4,100,000.00, inclusive of a $50,000.00 earnest money payment (the “Earnest
Money”). On May 15, 2025, the Company completed the purchase of the Property as contemplated in the Purchase and Sale Agreement
and relocated its headquarters to the Property.

The foregoing description of the Purchase and Sale Agreement is not
complete and is qualified in its entirety by reference to the full text of the Purchase and Sale Agreement, a copy of which is filed as
Exhibit 10.14 to this Report and is incorporated herein by reference.

Government Regulation

Our operations are subject
to numerous governmental laws and regulations, including those governing antitrust and competition, the environment, collection, recycling,
treatment and disposal of covered electronic products and components.

In addition, a number of
data protection laws impact, or may impact, the manner in which we collect, process and transfer personal data. U.S. laws that have been
applied to protect user privacy (including laws regarding unfair and deceptive practices) may be subject to evolving interpretations or
applications in light of privacy developments. Compliance with enhanced data protection laws requires additional resources and efforts,
and noncompliance with personal data protection regulations could result in increased regulatory enforcement and significant monetary
fines and costs.

Available Information

Our website is located at
www.richtechrobotics.com, and our investor relations website is located at ir.richtechrobotics.com. Access to copies of our SEC filings,
corporate governance information, and other items that may be material or of interest to our investors is available via our investor relations
website. The contents of our websites are not incorporated by reference into this Report or in any other report or document we file with
the SEC, and any references to our websites are intended to be inactive textual references only.