RICHTECH ROBOTICS INC

As filed with the Securities and Exchange Commission on March 15, 2024.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

4175 Cameron St Ste 1

Las Vegas, NV 89103

(866) 236-3835

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Zhenwu (Wayne) Huang

C/O RICHTECH ROBOTICS INC.

4175 Cameron St Ste 1

Las Vegas, NV 89103

(866) 236-3835

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard I. Anslow, Esq.

Lijia Sanchez, Esq.

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Tel: (212) 370-1300

Fax: (212) 370-7889

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Securities and Exchange Commission declares our registration statement effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

12,983,208 Shares

Class B Common Stock

This prospectus relates to the resale from time to time of up to 12,983,208 shares of Class B common stock, par value $0.0001 per share (the “Class B common stock”), of Richtech Robotics Inc., a Nevada corporation (the “Company”), by YA II PN, Ltd., a Cayman Islands exempt limited partnership (the “Investor” or the “Selling Stockholder”), pursuant to a standby equity purchase agreement (the “Purchase Agreement”), which the Company entered into with the Investor, on February 15, 2024. Pursuant to the Purchase Agreement, the Investor agreed to purchase up to $50 million of shares of the Company’s Class B common stock (the “SEPA Shares”) over the course of 24 months following the date of the Purchase Agreement. The price of the Class B common stock to be issued under the Purchase Agreement shall be 96% of the lowest volume weighted average trading price (the “VWAP”) of the Class B common stock for the three trading days immediately following the delivery of each written notice (each, an “Advance Notice”) by the Company to the Investor requesting an advance pursuant to the Purchase Agreement. The 12,983,208 shares of Class B common stock being registered in this prospectus represents 19.99% of the Company’s outstanding shares of Class B common stock as of the date of the Purchase Agreement, which is the maximum aggregate number of shares of Common Stock issuable under the Purchase Agreement, and includes: (i) the SEPA Shares (including shares of Class B common stock (the “Conversion Shares”) issuable to the Investor upon conversion of the Notes (as described below)), and (ii) 259,350 shares of Class B common stock issued to the Investor as a commitment fee pursuant to the Purchase Agreement (the “Commitment Shares”).

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 February 15, 2024. The second Pre-Advance shall be in a principal amount of $1,000,000 and advanced upon the filing of the registration statement of which this prospectus forms a part, and the third Pre-Advance shall be in a principal amount of $1,000,000 and advanced on the second trading day after the effectiveness of the registration statement of which this prospectus forms a part. Each Note is subject to a 4% discount to the principal amount of such Note.

Each Note will accrue interest on the outstanding principal balance at the rate of 8% per annum and has a maturity date of 12 months after the date of issuance of the first Note (as may be extended at the option of the Investor). The Company is 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 SEPA Shares to the Investor, 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 SEPA 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 a number of Conversion Shares equal to: (x) the Conversion Amount, divided by (y) the Conversion Price. “Conversion Price” is initially 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 five consecutive trading days immediately prior to the Reset Date, if such price is lower than the Conversion Price then in effect.

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 Selling Stockholder, or its transferees, pledgees, donees or other successors-in-interest, may sell the shares Class B common stock through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Stockholder may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Stockholder may sell its shares of Class B common stock following the effective date of the registration statement of which this prospectus forms a part.

The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

For more information about how the Selling Stockholder may sell its shares of Class B common stock, please see the section titled “Plan of Distribution” on page 18.

Our Class B common stock is currently traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “RR.” On March 1, 2024, the last reported sale price for our Class B common stock was $1.59 per share. See “Determination of Offering Price.”

We are registering the shares of Class B common stock on behalf of the Selling Stockholder, to be offered and sold by them from time to time. We will not receive any proceeds from the sale of the Class B common stock by the Selling Stockholder in the offering described in this prospectus. We have agreed to bear all expenses incurred in connection with the registration of the Class B common stock. The Selling Stockholder will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Class B common stock.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Investing in our Class B common stock involves a high degree of risk. See “Risk Factors” beginning on page 11 of this prospectus for a discussion of information that should be considered in connection with an investment in our Class B common stock. See “Prospectus Summary — Emerging Growth Company Status.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 11.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.