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SEC Comment Letter 0000000000-23-010178 to RICHTECH ROBOTICS INC. (RR)

RICHTECH ROBOTICS INC.
Date: Sept. 14, 2023 · CIK: 0001963685 · Accession: 0000000000-23-010178

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File numbers found in text: 333-273628

Date
September 14, 2023
Author
Office of Technology
Form
UPLOAD
Company
RICHTECH ROBOTICS INC.

Letter

United States securities and exchange commission logo September 14, 2023 Zhenwu Huang Chief Executive Officer Richtech Robotics Inc. 4175 Cameron St Ste 1 Las Vegas, NV 89103 Re:Richtech Robotics Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed September 1, 2023 File No. 333-273628 Dear Zhenwu Huang: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply 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 these comments, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 filed September 1, 2023 Capitalization, page 35 1.Please provide us with your calculations that support the pro forma, as adjusted cash, additional paid-in-capital, total stockholders' equity and total capitalization or revise as necessary. In this regard, it appears the pro forma, as adjusted cash amount was determined by adding gross proceeds of $15,000,000 to historical amounts rather than net proceeds of $13,060,000. In addition, the pro forma, as adjusted additional paid in capital, total shareholders’ equity and total capitalization appear to have been determined by adding net proceeds of $12,878,000 to historical amounts rather than net proceeds of $13,060,000. Similar revisions should be made to your pro forma as adjusted net tangible book value, as necessary.

FirstName LastNameZhenwu Huang Comapany NameRichtech Robotics Inc. September 14, 2023 Page 2 FirstName LastName Zhenwu Huang Richtech Robotics Inc. September 14, 2023 Page 2 You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments on the financial statements and related matters. Please contact Mariam Mansaray, Staff Attorney, at (202) 551-6356 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Richard I. Anslow

Show Raw Text
United States securities and exchange commission logo
September 14, 2023
Zhenwu Huang
Chief Executive Officer
Richtech Robotics Inc.
4175 Cameron St Ste 1
Las Vegas, NV 89103
Re:Richtech Robotics Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 1, 2023
File No. 333-273628
Dear Zhenwu Huang:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed September 1, 2023
Capitalization, page 35
1.Please provide us with your calculations that support the pro forma, as adjusted cash,
additional paid-in-capital, total stockholders' equity and total capitalization or revise as
necessary. In this regard, it appears the pro forma, as adjusted cash amount was
determined by adding gross proceeds of $15,000,000 to historical amounts rather
than net proceeds of $13,060,000.  In addition, the pro forma, as adjusted additional paid
in capital, total shareholders’ equity and total capitalization appear to have been
determined by adding net proceeds of $12,878,000 to historical amounts rather than net
proceeds of $13,060,000.  Similar revisions should be made to your pro forma as adjusted
net tangible book value, as necessary.

 FirstName LastNameZhenwu  Huang
 Comapany NameRichtech Robotics Inc.
 September 14, 2023 Page 2
 FirstName LastName
Zhenwu  Huang
Richtech Robotics Inc.
September 14, 2023
Page 2
            You may contact Megan Akst, Senior Staff Accountant, at (202) 551-3407 or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions regarding comments
on the financial statements and related matters. Please contact Mariam Mansaray, Staff Attorney,
at (202) 551-6356 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard I. Anslow