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United States securities and exchange commission logo
March 21, 2024
Zhenwu Huang
Chief Executive Officer
RICHTECH ROBOTICS INC.
4175 Cameron Street, Suite 1
Las Vegas, NV 89103
Re: RICHTECH ROBOTICS
INC.
Registration
Statement on Form S-1
Filed March 18,
2024
File No. 333-278013
Dear Zhenwu Huang:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1. Please revise to
disclose the material market activities of the equity line investor,
including:
any short selling
of the company s securities or other hedging activities that the
equity line
investor may or has engaged in, including prior to entering into the
agreement and
prior to the receipt of any shares pursuant to the terms of the
agreement; and
how the equity line
investor intends to distribute the securities it owns or will acquire.
Zhenwu Huang
FirstName LastNameZhenwu
RICHTECH ROBOTICS INC.Huang
Comapany
March NameRICHTECH ROBOTICS INC.
21, 2024
March2 21, 2024 Page 2
Page
FirstName LastName
2. Please revise to disclose how the provisions of Regulation M may
prohibit the equity line
investor and any other distribution participants that are
participating in the distribution of
the company s securities from:
engaging in market making activities (e.g., placing bids or making
purchases to
stabilize the price of the common stock) while the equity line is
in effect; and
purchasing shares in the open market while the equity line is in
effect.
Risk Factors
Risks Related to this Offering, page 11
3. We note that the equity line investor may engage in short selling.
Please add a risk factor
discussing that the equity line investor can engage in short-selling
activities and
explaining how any sales activities after announcement of a put may
negatively affect the
company s share price.
Exhibits, page II-4
4. The auditor consent filed as Exhibit 23.1 fails to cover the period
ended September 30,
2023. Please file a revised auditor consent that covers this period.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Mitchell Austin at 202-551-3574 or Matthew Derby at
202-551-3334 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Richard I. Anslow