SecProbe.io

CORRESP
1
filename1.htm

VIA
EDGAR

March
29, 2024

U.S.
Securities & Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C. 20549

Attn: Mitchell
                                            Austin

 Re: RICHTECH
                                            ROBOTICS INC.

  Registration Statement on Form S-1

  Filed March 18, 2024

  File No. 333-278013

Dear
Mr. Austin:

Richtech
Robotics Inc. (the “Company,” “we,” “our” or “us”) hereby
transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) on March 21, 2024, regarding our Registration Statement on Form S-1 filed
with the Commission on March 18, 2024.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in Amendment No. 1 to Registration Statement
on Form S-1/A (the “Registration Statement”), which is being submitted to the Commission contemporaneously with the
submission of this letter.

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.

Response: In
response to the Staff’s comment, we have revised the disclosures on the cover and pages 3 and 18 of the Registration Statement.

 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.

Response: In
response to the Staff’s comment, we have revised the disclosures page 19 of the Registration Statement.

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.

Response: We
respectfully advise the Staff that the investor has represented to us that at no time prior to entering into the Purchase Agreement
(as defined in the Registration Statement) has it has engaged in or effected, in any manner whatsoever, directly or indirectly, for
its own principal account, any short sales of the shares of Class B common stock of the Company (the “Class B Common
Stock”) or any hedging transaction, in either case which establishes a net short position with respect to the shares
of Class B Common Stock. Further, pursuant to the terms of the Purchase Agreement, the investor has agreed that it and its affiliates will not engage in any short
sales during the term of the Purchase Agreement and will not enter into any transaction that establishes a net short position with respect
to the Class B Common Stock.

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.

Response: We
respectfully advise the Staff that we have filed a revised auditor consent as Exhibit 23.1 to the Registration Statement.

*****

We
thank the Staff for its review of the foregoing. If you have further comments, please feel free to contact our counsel, Richard Anslow,
Esq., at ranslow@egsllp.com or by telephone at (212) 370-1300.

    Sincerely,

    /s/
    Zhenwu Huang

    Zhenwu
    Huang, Chief Executive Officer

    cc:
    Richard
    Anslow, Esq.

    Ellenoff
    Grossman & Schole LLP