0001213900-25-003458 | 10-K | XBRL Viewer

Income Taxes (Details) - Schedule of Income Tax	12 Months Ended
Income Taxes (Details) - Schedule of Income Tax	Sep. 30, 2024
Schedule of Income Tax [Abstract]
Federal Statutory Rate	21.00%
Effect of:
Change in Valuation Allowance	(23.22%)
RTP & Deferred True-up	1.77%
Change in Rate	(0.23%)
State Tax Benefit (Net of Fed)	0.76%
M&E	(0.08%)
TX Franchise tax	(0.01%)
Others	0.00%
Total provision effective rate	(0.01%)

Income Taxes (Details) - Schedule of Deferred Tax Assets and Liabilities $ in Thousands	Sep. 30, 2024 USD ($)
Deferred tax assets relating to:
Net Operating loss carryforwards	$ 1,474
Research & development tax credit carryforward	7
174 Expenses	498
Right of Use Liability	157
Other deferred tax assets	43
Total gross deferred tax assets	2,179
Deferred tax liabilities relating to:
Right of Use Asset	157
Fixed Asset	8
Other deferred tax liabilities	4
Total Gross deferred tax liabilities	169
Deferred assets less liabilities	2,010
Less: valuation allowance	(2,010)
Net deferred tax asset (liability)

Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments $ in Thousands	Sep. 30, 2024 USD ($)
Schedule of Future Minimum Lease Payments [Abstract]
2025	$ 209
2026	247
2027	255
Total future minimum lease payments	$ 711

Commitments and Contingencies (Tables)

12 Months Ended

Sep. 30, 2024

Commitments and Contingencies [Abstract]

Schedule of Leases and Lease Costs

The components of leases and lease costs are as follows (in thousands):

Operating leases	September 30, 2024		September 30, 2023
Operating lease right-of use assets	$	506	$	315
Operating lease liabilities, current portion	$	150	$	161
Operating lease liabilities, non-current portion		356		154
Total operating lease liabilities	$	506	$	315

Schedule of Operating Leases

Operating leases		Year Ended September 30, 2024				Year Ended September 30, 2024
Operating lease cost		$	224			$	227

Schedule of Future Minimum Lease Payments

Future minimum lease payments under these leases as of September 30, 2024, are approximately as follow:

Year ending September 30,	Amount
2025	$	209
2026		247
2027		255
Total future minimum lease payments	$	711

Earnings Per Share

12 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings per Share

NOTE 3: Earnings per Share

Because we reported a net loss for all periods presented, no potentially dilutive securities have been included in the computation of diluted net loss per share. In addition, we have no outstanding stock options, warrants, convertible notes, and any other forms of convertible deferred compensation that could dilute basic earnings per share in the future as of September 30, 2024 and 2023.

	Year ended September 30,
	2024			2023
Numerators:
Net loss attributable to common stockholders	$	(8,140	)	$	(339	)
Denominator:
Weighted Average ordinary shares used in computing		69,953,723			62,166,846
Basis and diluted net loss per share (in each dollar)	$	(0.12	)	$	(0.01	)

Commitments and Contingencies

12 Months Ended

Sep. 30, 2024

Commitments and Contingencies [Abstract]

Commitments and contingencies

Note 5: Commitments and Contingencies

Lease

We lease office facilities under noncancelable operating lease agreements. We lease space for its corporate headquarters in Las Vegas, Nevada through August 2027, and we have closed our office space in Austin in April 2024.

The components of leases and lease costs are as follows (in thousands):

Operating leases	September 30, 2024		September 30, 2023
Operating lease right-of use assets	$	506	$	315
Operating lease liabilities, current portion	$	150	$	161
Operating lease liabilities, non-current portion		356		154
Total operating lease liabilities	$	506	$	315

Operating leases		Year Ended September 30, 2024				Year Ended September 30, 2024
Operating lease cost		$	224			$	227

Future minimum lease payments under these leases as of September 30, 2024, are approximately as follow:

Year ending September 30,	Amount
2025	$	209
2026		247
2027		255
Total future minimum lease payments	$	711

Income Taxes

12 Months Ended

Sep. 30, 2024

Income Taxes [Abstract]

Income Taxes

NOTE 4: Income Taxes

The Company’s financial statements include a total state tax expense of $763 on a loss before income taxes of approximately $8,139 thousand for the year ended September 30, 2024. A reconciliation of the difference between the (expense)/benefit for income taxes and income taxes at the statutory U.S. federal income tax rate is as follows (in thousands, except amounts pertaining to rate which are shown as a percentage):

	Year ended September 30, 2024
Federal Statutory Rate		21.00	%
Effect of:
Change in Valuation Allowance		(23.22	)%
RTP & Deferred True-up		1.77	%
Change in Rate		(0.23	)%
State Tax Benefit (Net of Fed)		0.76	%
M&E		(0.08	)%
TX Franchise tax		(0.01	)%
Others		0.00	%
Total provision effective rate		(0.01	)%

The components of deferred tax assets and liabilities are as follows (in thousands):

	September 30, 2024
Deferred tax assets relating to:
Net Operating loss carryforwards	$	1,474
Research & development tax credit carryforward		7
174 Expenses		498
Right of Use Liability		157
Other deferred tax assets		43
Total gross deferred tax assets		2,179
Deferred tax liabilities relating to:
Right of Use Asset		157
Fixed Asset		8
Other deferred tax liabilities		4
Total Gross deferred tax liabilities		169
Deferred assets less liabilities		2,010
Less: valuation allowance		(2,010	)
Net deferred tax asset (liability)	$	-

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income (losses) and projections for future taxable income (losses) over the periods in which the deferred tax assets are deductible, management believes it is more likely than not that the Company will not realize the benefits of these deductible differences in the future. The Company had the following federal net operating loss carryforward and research activities credits as of September 30, 2024 (in thousands):

Year incurred	Net Operating Loss		Research Activities Credit
2023		219		7.33
2024		6,561		–

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies (Details) - Schedule of Inventory - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Schedule of Inventory [Abstract]
Raw materials	$ 619	$ 164
Finished goods	529	658
Total inventories	$ 1,148	$ 822

Balance Sheets (Parentheticals) - $ / shares	Sep. 30, 2024	Sep. 30, 2023
Common Class A
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	39,934,846	44,353,846
Common stock, shares outstanding	39,934,846	44,353,846
Common Class B
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	53,795,254	17,813,000
Common stock, shares outstanding	53,795,254	17,813,000

Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2: Summary of Significant Accounting Policies

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

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

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

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.

Accounts Receivable

Our accounts receivable primarily consist of trade receivables, which represent amounts owed to us by customers for products and services provided. These receivables are presented net of any rebates, price protection adjustments, and an allowance for credit losses. In addition to trade receivables, our accounts receivable also include unbilled receivables. These primarily relate to work completed on development services and semi-custom products for which revenue has been recognized but not yet invoiced to customers. We expect these unbilled receivables to be billed and collected within twelve months.

We actively manage our exposure to customer credit risk through various measures, including credit limits, credit lines, ongoing monitoring procedures, and credit approvals. We perform in-depth credit evaluations of all new customers and periodically reassess the creditworthiness of existing customers. If deemed necessary, we may require letters of credit, bank or corporate guarantees, or advance payments to mitigate credit risk.

To account for potential losses from uncollectible accounts, we maintain an allowance for credit losses. This allowance considers both specific troubled accounts and an overall estimate of potential uncollectible receivables based on historical experience and current credit quality assessments. As of September 30, 2024, the allowance for credit losses was $197 thousand, compared to $333 thousand as of September 30, 2023. We believe that our rigorous credit risk management practices and the allowance for credit losses adequately address the potential for uncollectible accounts.

Inventories

We value inventory at standard cost, adjusted to approximate the lower of actual cost or estimated net realizable value using assumptions about future demand and market conditions. In determining excess or obsolescence reserves for our products, we consider assumptions such as changes in business and economic conditions, other-than-temporary decreases in demand for our products, and changes in technology or customer requirements. In determining the lower of cost or net realizable value reserves, we consider assumptions such as recent historical sales activity and selling prices, as well as estimates of future selling prices. We fully reserve for inventories and non-cancellable purchase orders for inventory deemed obsolete. We perform periodic reviews of inventory items to identify excess inventories on hand by comparing on-hand balances and non-cancellable purchase orders to anticipated usage using recent historical activity as well as anticipated or forecasted demand. If estimates of customer demand diminish further or market conditions become less favorable than those projected by us, additional inventory carrying value adjustments may be required.

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

	Year ended September 30,
	2024		2023
Raw materials	$	619	$	164
Finished goods		529		658
Total inventories	$	1,148	$	822

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 September 30, 2024 and 2023 are as follows:

	Year ended September 30,
	2024			2023
Furniture, fixtures & equipment	$	788		$	63
Leasehold improvements		4			4
		792			67
Accumulated depreciation		(54	)		(39	)
Property and equipment, net	$	738		$	28

Depreciation expenses for 2024 and 2023 were $15 and $13, respectively.

Intangible Asset, net

The Company’s intangible assets consist of multiple systems purchased for our robotic product. These assets are amortized using the straight-line method over their estimated useful life of 10 years.

Intangible Asset, as of September 30, 2024 and 2023 are as follows:

	Year ended September 30,
	2024			2023
Intangible Asset	$	7,687		$	-
Accumulated Amortization		(67	)		-
Intangible Asset, net	$	7,620		$	-

Amortization expenses for 2024 and 2023 were $67 and 0, respectively.

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 of 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 significant 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.

Listing on the Nasdaq Stock Market

On November 17, 2023, the Company completed its initial public offering, issuing 2,100,000 shares of Class B common stock at a price of $5.00 per share under the ticker symbol “RR.”

Purchase of intangible assets

In the fourth quarter of 2024, the Company acquired intangible assets through a combination of cash and common stock. The total consideration included $5.47 million in cash and approximately $2.2 million in Class B common stock.

Revenue Recognition

Revenue is recognized when we transfer promised goods or services to our customers, in amounts that reflect the consideration that we expect to receive in exchange for those goods or services. In determining the appropriate amount of revenue to be recognized as we fulfill our obligations under each agreement, 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 sale of our branded robotic products directly to customers. We consider customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with our customers. There is a single performance obligation in all our contracts, which is our promise to transfer our product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of our product, which occurs at a point in time and may be upon shipment or delivery, based on the terms of the contract.

Revenue from Robots-as-a-Service (RaaS)

As part of our evolving business model, we generate revenue through our Robots-as-a-Service (RaaS) offerings, which provide customers with ongoing access to our robotic solutions under long-term contracts. For RaaS agreements, revenue is recognized over time on a monthly basis as the services are provided and the customer benefits from the use of the robotic solutions.

The transaction price is typically fixed and allocated evenly across the contract term unless specific usage-based considerations are included. Revenue recognition begins once the robots are installed and operational at the customer’s site.

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 cost of goods sold.

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

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 or not 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

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 for our year ending September 30, 2023 and 2024. 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.

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Sep. 30, 2024	Jan. 14, 2025
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float	$ 0
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 $0.0001 per share
Trading Symbol	RR
Security Exchange Name	NASDAQ
Class A Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		39,934,846
Class B Common Stock
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		72,117,398

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Schedule of Inventory

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

	Year ended September 30,
	2024		2023
Raw materials	$	619	$	164
Finished goods		529		658
Total inventories	$	1,148	$	822

Schedule of Property and Equipment

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

	Year ended September 30,
	2024			2023
Furniture, fixtures & equipment	$	788		$	63
Leasehold improvements		4			4
		792			67
Accumulated depreciation		(54	)		(39	)
Property and equipment, net	$	738		$	28

Schedule of Intangible Asset

Intangible Asset, as of September 30, 2024 and 2023 are as follows:

	Year ended September 30,
	2024			2023
Intangible Asset	$	7,687		$	-
Accumulated Amortization		(67	)		-
Intangible Asset, net	$	7,620		$	-

Statements of Shareholders’ Equity - USD ($)
$ in Thousands

Common Stock

Class A

Common Stock

Class B

Additional paid-in capital

Retained earnings (Accumulated deficit)

Total

Balances at Sep. 30, 2022

$ 4

^[1]

$ 2,374

$ 540

$ 2,918

Balances (in Shares) at Sep. 30, 2022

^[1]

39,400,000

600,000

Common stock issued for cash

$ 1

^[1]

2,229

2,230

Common stock issued for cash (in Shares)

^[1]

9,397,000

Common stock issued for future services

$ 1

^[1]

38,317

38,318

Common stock issued for future services (in Shares)

^[1]

6,153,846

6,616,000

Provision of Common stock issued for future serivces

(38,318)

Conversion from class A to Class B common stock

Conversion from class A to Class B common stock (in Shares)

^[1]

(1,200,000)

1,200,000

Net loss

(339)

Balances at Sep. 30, 2023

$ 4

^[1]

$ 2

^[1]

4,602

201

4,809

Balances (in Shares) at Sep. 30, 2023

^[1]

44,353,846

17,813,000

Initial Public offering related expenses

(1,435)

Common stock Issuance for initial public offering

10,713

Common stock Issuance for initial public offering (in Shares)

^[1]

2,142,563

Issuance of Common shares for Loan Settlement

3,383

Issuance of Common shares for Loan Settlement (in Shares)

2,294,114

Issuance of Common Shares for Intangible Asset Acquisition

$ 1

2,216

Issuance of Common Shares for Intangible Asset Acquisition (in Shares)

4,730,726

Shares Issued to Employees and Directors

Shares Issued to Employees and Directors (in Shares)

51,890

Issuance of new shares

$ 2

^[1]

30,124

30,126

Issuance of new shares (in Shares)

^[1]

22,343,961

Conversion from class A to Class B common stock

$ 1

^[1]

Conversion from class A to Class B common stock (in Shares)

^[1]

(4,419,000)

4,419,000

Net loss

(8,140)

Balances at Sep. 30, 2024

$ 4

^[1]

$ 6

^[1]

$ 49,667

$ (7,939)

$ 41,738

Balances (in Shares) at Sep. 30, 2024

^[1]

39,934,846

53,795,254

[1]	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.

Summary of Significant Accounting Policies (Details)		12 Months Ended
Summary of Significant Accounting Policies (Details)	Nov. 17, 2023 $ / shares shares	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)
Summary of Significant Accounting Policies [Line Items]
Operating segment (in segment) \| segment		1
Allowance for credit losses		$ 197,000	$ 333,000
Depreciation expenses		$ 15,000	13,000
Intangible asset useful lives		10 years
Amortization expenses		$ 67	$ 0
Forward stock split		4-for-1
Shares issued (in Shares) \| shares	2,100,000
Price per share (in Dollars per share) \| $ / shares	$ 5
Total consideration		$ 5,470,000
Percentage of tax positions		50.00%
Percentage of tax benefit		50.00%
Leases terms		12 months
Class B Common Stock [Member]
Summary of Significant Accounting Policies [Line Items]
Total consideration		$ 2,200,000
Minimum [Member]
Summary of Significant Accounting Policies [Line Items]
Years		2 years
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Years		6 years

Income Taxes (Details) - Schedule of Net Operating Loss Carryforward and Research Activities Credits $ / shares in Units, $ in Thousands	Sep. 30, 2024 USD ($) $ / shares
2023 [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net Operating Loss \| $	$ 219
Research Activities Credit \| $ / shares	$ 7.33
2024 [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net Operating Loss \| $	$ 6,561
Research Activities Credit \| $ / shares

Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating Activities:
Net loss	$ (8,140)	$ (339)
Adjustments to reconcile net income to net cash provided by operating activities:
Accounts receivable	4,218	(3,919)
Inventory	(326)	551
Prepaid expenses and other current assets	(16)	23
Right-of-use asset	(191)	67
Accounts payable	(976)	951
Tax payable	(456)	344
Accrued expenses	38	3
Deferred tax assets	518	(518)
Depreciation and amortization	81	13
Operating lease liabilities, current	(12)	(108)
Operating lease liabilities, non- current	202	36
Net cash provided by operating activities	(5,060)	(2,896)
Cash flows from investing activities:
Purchase of equipment	(725)
Purchase of intangible assets	(5,470)
Purchase of short-term investments	(15,940)
Purchase of long-term investments	(730)
Cash used for lending to related parties	134	(30)
Payment received from lending to related parties		4
Net cash used in investing activities	(22,731)	(26)
Cash flows from financing activities:
Proceeds from the issuance of related party debt		200
Payment of loans received from third parties	(3,792)
Loans received from third parties	3,102	845
Loan Settlement	3,383
Payment of related party debt	(238)	(247)
Proceeds from issuance of ordinary shares	30,182
Proceeds from stockholder capital injection	9,286	2,230
Net Cash used in financing activities	41,924	3,028
Net change in cash and cash equivalents	14,133	106
Cash, cash equivalents and restricted cash at beginning of the period	433	327
Cash, cash equivalents and restricted cash at end of the period	$ 14,566	$ 433

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

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 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

Commitments and Contingencies (Details) - Schedule of Leases and Lease Costs - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Schedule of Leases and Lease Costs [Abstract]
Operating lease right-of use assets	$ 506	$ 315
Operating lease liabilities, current portion	150	161
Operating lease liabilities, non-current portion	356	154
Total operating lease liabilities	$ 506	$ 315

Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Current assets:
Cash and cash equivalents	$ 14,566	$ 433
Short term investment	15,940
Accounts receivable, (net of allowance for doubtful accounts)	1,359	5,576
Inventory	1,148	822
Prepaid expenses and other current assets	33	17
Total current assets	33,046	6,982
Property and equipment, net	738	28
Deferred tax assets, net		518
Operating lease right-of-use-assets	506	315
Intangible assets, Net	7,621
Other assets, non-current	740	10
Total assets	42,651	7,853
Current liabilities:
Accounts payable	150	1,126
Accrued expenses	97	59
Short-term loan	53	845
Tax payables	5	461
Operating lease liabilities, current	150	161
Total current liabilities	455	2,890
Long-term payables	102
Operating lease liabilities, non-current	356	154
Total liabilities	913	3,044
Commitments and contigencies
Stockholders’ equity:
Additional Paid-in Capital	49,667	4,602
Retained earnings	(7,939)	201
Total stockholders’ equity	41,738	4,809
Total liabilities, preferred stock and stockholder's equity	42,651	7,853
Related Party
Current assets:
Amount due from related parties, current		134
Current liabilities:
Amount due to related parties, current		238
Common Class A
Stockholders’ equity:
Common stock, value	4	4
Common Class B
Stockholders’ equity:
Common stock, value	$ 6	$ 2

Audit Information	12 Months Ended
Audit Information	Sep. 30, 2024
Auditor [Table]
Auditor Name	Bush & Associates CPA LLC
Auditor Firm ID	6797
Auditor Location	Henderson, Nevada

Earnings Per Share (Tables)

12 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Earnings Per Share

In addition, we have no outstanding stock options, warrants, convertible notes, and any other forms of convertible deferred compensation that could dilute basic earnings per share in the future as of September 30, 2024 and 2023.

	Year ended September 30,
	2024			2023
Numerators:
Net loss attributable to common stockholders	$	(8,140	)	$	(339	)
Denominator:
Weighted Average ordinary shares used in computing		69,953,723			62,166,846
Basis and diluted net loss per share (in each dollar)	$	(0.12	)	$	(0.01	)

Income Taxes (Details) $ in Thousands	12 Months Ended
Income Taxes (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Income Taxes [Abstract]
Total state tax expense	$ 763
Loss before income taxes	$ 8,139

Summary of Significant Accounting Policies (Details) - Schedule of Intangible Asset - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Schedule of Intangible Asset [Abstract]
Intangible Asset	$ 7,687
Accumulated Amortization	(67)
Intangible Asset, net	$ 7,620

Income Taxes (Tables)

12 Months Ended

Sep. 30, 2024

Income Taxes [Abstract]

Schedule of Income Tax

	Year ended September 30, 2024
Federal Statutory Rate		21.00	%
Effect of:
Change in Valuation Allowance		(23.22	)%
RTP & Deferred True-up		1.77	%
Change in Rate		(0.23	)%
State Tax Benefit (Net of Fed)		0.76	%
M&E		(0.08	)%
TX Franchise tax		(0.01	)%
Others		0.00	%
Total provision effective rate		(0.01	)%

Schedule of Deferred Tax Assets and Liabilities

The components of deferred tax assets and liabilities are as follows (in thousands):

	September 30, 2024
Deferred tax assets relating to:
Net Operating loss carryforwards	$	1,474
Research & development tax credit carryforward		7
174 Expenses		498
Right of Use Liability		157
Other deferred tax assets		43
Total gross deferred tax assets		2,179
Deferred tax liabilities relating to:
Right of Use Asset		157
Fixed Asset		8
Other deferred tax liabilities		4
Total Gross deferred tax liabilities		169
Deferred assets less liabilities		2,010
Less: valuation allowance		(2,010	)
Net deferred tax asset (liability)	$	-

Schedule of Net Operating Loss Carryforward and Research Activities Credits

The Company had the following federal net operating loss carryforward and research activities credits as of September 30, 2024 (in thousands):

Year incurred	Net Operating Loss		Research Activities Credit
2023		219		7.33
2024		6,561		–

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Earnings Per Share (Details) - Schedule of Basic and Diluted Earnings Per Share - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Numerators:
Net loss attributable to common stockholders	$ (8,140)	$ (339)
Denominator:
Weighted Average ordinary shares used in computing	69,953,723	62,166,846
Basis net loss per share (in each dollar)	$ (0.12)	$ (0.01)
Diluted net loss per share (in each dollar)	$ (0.12)	$ (0.01)

- Definition

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

+ References

+ Details

- 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

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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+ Details

Commitments and Contingencies (Details) - Schedule of Operating Leases $ in Thousands	12 Months Ended
	Sep. 30, 2024 USD ($)
Schedule of Operating Leases [Line Items]
Operating lease cost	$ 224
Operating Leases [Member]
Schedule of Operating Leases [Line Items]
Operating lease cost	$ 227

Statements of Operations - USD ($) $ in Thousands	12 Months Ended
Statements of Operations - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue, net	$ 4,240	$ 8,759
Cost of revenue, net	1,520	2,744
Gross profit	2,720	6,015
Operating expenses:
Research and development	2,021	1,979
Sales and marketing	1,315	238
General and administrative	6,457	3,509
Total operating expenses	9,793	5,726
Loss from operations	(7,073)	289
Non-operating income(expense):
Investment Income	13
Interest expenses, net	(762)	(734)
Total other expenses	(749)	(734)
Loss before income tax expense	(7,822)	(445)
Income tax benefit/(expense)	(318)	106
Net loss	(8,140)	(339)
Net loss attributable to common stockholders	$ (8,140)	$ (339)
Basic net loss per share of common stock (in Dollars per share)	$ (0.12)	$ (0.01)
Diluted net loss per share of common stock (in Dollars per share)	$ (0.12)	$ (0.01)
Weighted average shares used to compute basic net loss per share (in Shares)	69,953,723	62,166,846
Weighted average shares used to compute diluted net loss per share (in Shares)	69,953,723	62,166,846

Subsequent Events (Details) - Class B Common Stock [Member] - $ / shares	Apr. 23, 2025	Oct. 25, 2024
Subsequent Event [Member]
Subsequent Events [Line Items]
Share price		$ 1
Forecast [Member]
Subsequent Events [Line Items]
Share price	$ 1

Subsequent Events

12 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 6: Subsequent Events

On October 16, 2024, we entered into a binding LOI with Ghost Kitchens America (DBA as One Kitchen). 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. These restaurants will be directly managed by the Company’s subsidiary, AlphaMax Management LLC. As of the date of this Report, two locations have been secured via franchise agreements: (1) on September 10, 2024, the Company signed a franchise agreement for a new location in Peachtree City, Georgia. This location, slated to commence operations in January 2025, will be operated by Alphamax Management LLC, a wholly-owned subsidiary of the Company; and (2) on August 20, 2024, the Company amended an existing franchise agreement originally intended for Clovis, California, relocating the franchise to Oceanside, California.

On October 25, 2024, the Company received a notice from Nasdaq notifying the Company that, because the closing bid price for the Company’s Class B common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Rule 5550(a)(2) of Nasdaq Listing Rules. Nasdaq’s notice had no immediate effect on the listing of the Company’s Class B common stock on the Nasdaq Capital Market. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial compliance period of 180 calendar days, or until April 23, 2025, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s Class B common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to April 23, 2025. On January 6, 2025, the Company received a notice from Nasdaq that the Company has regained compliance with the minimum bid price requirement and the matter is closed.

(2)

Financial Statement Schedules

All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report.

(3)

Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits that are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

Accounting Policies, by Policy (Policies)

12 Months Ended

Sep. 30, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Use of Estimates

Use of Estimates

Segment Reporting

Segment Reporting

Cash and Cash Equivalents

Cash and Cash Equivalents

Accounts Receivable

Accounts Receivable

Inventories

Inventories

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

	Year ended September 30,
	2024		2023
Raw materials	$	619	$	164
Finished goods		529		658
Total inventories	$	1,148	$	822

Property, and Equipment, net

Property, and Equipment, net

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

	Year ended September 30,
	2024			2023
Furniture, fixtures & equipment	$	788		$	63
Leasehold improvements		4			4
		792			67
Accumulated depreciation		(54	)		(39	)
Property and equipment, net	$	738		$	28

Depreciation expenses for 2024 and 2023 were $15 and $13, respectively.

Intangible Asset, net

Intangible Asset, net

Intangible Asset, as of September 30, 2024 and 2023 are as follows:

	Year ended September 30,
	2024			2023
Intangible Asset	$	7,687		$	-
Accumulated Amortization		(67	)		-
Intangible Asset, net	$	7,620		$	-

Amortization expenses for 2024 and 2023 were $67 and 0, respectively.

Stockholders’ Equity

Stockholders’ Equity

Listing on the Nasdaq Stock Market

Listing on the Nasdaq Stock Market

On November 17, 2023, the Company completed its initial public offering, issuing 2,100,000 shares of Class B common stock at a price of $5.00 per share under the ticker symbol “RR.

Purchase of intangible assets

Purchase of intangible assets

Revenue Recognition

Revenue Recognition

Product Revenue

Revenue from Robots-as-a-Service (RaaS)

Other Revenue Policies

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

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 cost of goods sold.

Research and Development Costs

Research and Development Costs

Income Taxes

Income Taxes

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

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (8,140)	$ (339)

- Definition

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

+ References

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+ Details

Summary of Significant Accounting Policies (Details) - Schedule of Property and Equipment - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023
Schedule of Property and Equipment [Abstract]
Furniture, fixtures & equipment	$ 788	$ 63
Leasehold improvements	4	4
Property and equipment, gross	792	67
Accumulated depreciation	(54)	(39)
Property and equipment, net	$ 738	$ 28

Nature of Business

12 Months Ended

Sep. 30, 2024

Nature of Business [Abstract]

Nature of Business

NOTE 1: Nature of Business

Description of Business

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

We are a leading provider of service robotic solutions. We develop, manufacture, and deploy novel products that address the growing need for automation in the service industry and provide service automation solutions that directly address the labor shortage problem affecting the US service industry. Our solutions include delivery, commercial cleaning, food & beverage service, and customization and development service, which have been implemented in more than 80 cities across the United States in restaurants, hotels, casinos, senior living homes, factories and retail centers. Our solutions automate repetitive and time-consuming tasks which allows clients to reallocate labor hours to more value-creating roles. Many of our clients see our robotic solutions as crucial to expanding and scaling their businesses. Our goal is to be a long-term partner to our clients, providing them with a range of robotic solutions to remedy their problems.

Risk and Uncertainties

The Company’s business and operations are sensitive to general business and economic conditions worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations. In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations. The Company may be unable to compete successfully against these companies. The Company’s 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. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its 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 November 17, 2023, (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 and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.