SecProbe.io

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 Richtech Robotics Inc.

 2975 Lincoln Rd

 Las Vegas, NV 89115

 VIA EDGAR

 February 25, 2026

 U.S. Securities and Exchange Commission

 Office of Technology

 Washington, D.C. 20549

 Attn: Matthew Derby

 Re: Richtech
 Robotics Inc.

 Registration Statement on Form S-1

 Filed February 18, 2026

 File No. 333-293535

 Ladies and Gentleman,

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Richtech Robotics Inc. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:00 p.m. EST on Friday, February 27, 2026, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Zhenwu (Wayne) Huang

 By:
 Zhenwu (Wayne) Huang

 Title:
 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 24, 2026

Michael Huang
Chief Financial Officer
RICHTECH ROBOTICS INC.
2975 Lincoln Rd
Las Vegas, NV 89115

 Re: RICHTECH ROBOTICS INC.
 Registration Statement on Form S-1
 Filed February 18, 2026
 File No. 333-293535
Dear Michael Huang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Matthew Derby at 202-551-3334 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
</TEXT>
</DOCUMENT>

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 RICHTECH ROBOTICS INC.

 4175 Cameron Street Suite 1

 Las Vegas, NV 89103

 May 13, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Marion Graham

 Jan Woo

 Re:
 Richtech Robotics Inc.

 Registration Statement on Form S-3

 Initially Filed February 7, 2025

 File No.
 333-284779

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act of 1933, as amended, Richtech
Robotics Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement so that it will become effective
at 4:30 p.m. EST on Thursday, May 15, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Zhenwu Huang

 Zhenwu Huang

 Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

CORRESP
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 Richtech Robotics Inc.

 4175 Cameron Street Suite 1

 Las Vegas, NV 89103

 VIA EDGAR

 April 17, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:

 Marion Graham
 Jan Woo

 Re:
 Richtech Robotics Inc.

 Registration Statement on Form S-3

 Filed February 7, 2025

 File No. 333-284779

 Ladies and Gentlemen:

 Richtech Robotics (the " Company ,"
" we ," " our " or " us ") hereby transmits our response to the comment letter received
from the staff (the " Staff ", " you " or " your ") of the U.S. Securities and Exchange
Commission (the " Commission "), dated February 19, 2025, regarding the Company's Registration Statement on Form
S-3 filed with the Commission on February 7, 2025 (the " Registration Statement ").

 For the Staff's convenience,
we have repeated below the Staff's comment in bold, and have followed each comment with the Company's response. In response
to the Staff's comments, the Company is filing Amendment No. 1 to the Registration Statement (" Amendment No. 1 ")
simultaneously with the submission of this response letter.

 Registration Statement on Form S-3

 Cover Page

 1.
 It appears that the aggregate market value of your common equity held by nonaffiliates during the 60 days prior to February 7, 2025 did not exceed the $75 million threshold that General Instruction I.B.1 of Form S-3 specifies. Please provide us with your analysis demonstrating your ability to use Form S-3 pursuant to General Instruction I.B.1, or if you are relying on General Instruction I.B.6 for Form S- 3 eligibility, include the information required pursuant to Instruction 7 to General Instruction I.B.6.

 Response :
We acknowledge the Staff's comment and respectfully submits that the Company's aggregate market value of the common equity
held by non-affiliates as of April 15, 2025, which is a date within 60 days prior to the date of the filing of Amendment No. 1, is $146,769,870,
which exceeds the $75 million threshold that General Instruction I.B.1 of Form S-3 specifies. As of April 16, 2025, the aggregate market
value of our Class B common stock (" Class B Common Stock ") held by non-affiliates is calculated based on 73,384,935
shares of our Class B Common Stock outstanding held by non-affiliates as of such date and a price of $2.00 per share, which was the last
reported sale price of our Class B Common Stock on April 15, 2025. In response to the Staff's comment, we have revised the disclosure
on the cover of Amendment No. 1.

 Description of Securities We May Offer, page 11

 2. Debt
securities and preferred stock that are convertible into or exchangeable for "other securities" that have not been registered
under this registration statement may not be issued unless these convertible or exchangeable securities are not legally exercisable within
one year of the date of sale of the convertible or exchangeable security. All of the underlying classes of securities to which these
convertible or exchangeable securities relate must be specifically identified in the registration statement. Please revise your filing
accordingly.

 Response : In response to the
Staff's comment, we have revised the disclosure on page 11 of Amendment No. 1.

 Purchase Contracts, page 15

 3.

 It is not clear how the purchase
 contracts you propose to issue should be characterized for purposes of the federal securities laws. For example, the disclosure in
 the filing indicates that these contracts may obligate you to sell to holders of these contracts and for holders of these contracts
 to purchase securities at a specified purchase price. The disclosure in the filing also indicates that these contracts may require
 you to make periodic payments to the holders of the contracts or for holders of these contracts to make periodic payments to you.
 Finally, the disclosure in the filing indicates that these contracts may require the holders of the contracts to secure their
 obligations in a specified manner. Based on this disclosure it appears that these contracts may have characteristics associated with
 forwards, options and security-based swaps. Please provide us with your legal analysis as how these contracts should be
 appropriately characterized under the federal securities laws.

 Response : In response to the Staff's comment, we have revised the Registration Statement to seek to register purchase contracts with respect to the future delivery of a specified number of equity securities of the Company. As a result, the Company respectfully submits that the purchase contracts are properly characterized as "investment contracts" as that term is used in Section 2(a)(1) of the Securities Act of 1933 (the " Securities Act ").

 We have also revised the language in
the Registration Statement to clarify that any purchase contracts the Company issues will be physically settled by delivery of the equity
securities. Accordingly, such purchase contracts should be properly excluded from the definition of "swap" under Section 1a(47)(B)(ii)
of the Commodity Exchange Act and from the definition of "security-based swap" under Section 2(a)(17) of the Securities
Act, Section 1a(42) of the Commodity Exchange Act and Section 3(a)(68) of the Securities Exchange Act of 1934, as amended.

 Please see page 15 of Amendment No.
1 for the revised language.

 Incorporation of Documents by Reference, page 27

 4.
 Please revise to incorporate by reference your Quarterly Report on Form 10-Q filed on February 14, 2025 and Current Report on Form 8-K filed on February 11, 2025. Refer to Question 123.05 of the Securities Act Forms Compliance & Disclosure Interpretations.

 Response : In response to the Staff's comment,
we have revised the disclosure on page 27 of Amendment No. 1.

 General

 5.
 Please note that the completion of our review of your registration statement is subject to the resolution of our comments on your December 31, 2023 Form 10-K.

 Response : We respectfully advise
the Staff that the Company's responses to the Staff's comments on its Form 10-K for the fiscal year ended September 30, 2024
and the revised disclosures are addressed, as required, in the Company's Amendment No. 2 to Form 10-K/A, as filed with the SEC on
March 4, 2025.

 2

 We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I.
Anslow, Partner, of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 By:
 /s/ Zhenwu Huang

 Name:
 Zhenwu Huang

 Title:
 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

 3

March 4, 2025
Zhenqiang Huang
Chief Financial Officer
Richtech Robotics, Inc.
4175 Cameron Street, Suite 1
Las Vegas, NV 89103
Re:Richtech Robotics, Inc.
Form 10-K and 10-K/A for the Fiscal Year Ended September 30, 2024
File No. 001-41866
Dear Zhenqiang Huang:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Richard Anslow

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Richtech Robotics, Inc.

4175 Cameron Street, Suite 1

Las Vegas, NV 89103

VIA EDGAR

March 3, 2025

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

  Attn:
  Megan Masterson

  Kathleen Collins

    Re:

    Richtech Robotics, Inc.

    Form 10-K and 10-K/A for the Fiscal Year Ended September 30, 2024

    Filed December 31, 2024

    File No. 001-41866

Dear Ms. Masterson and Ms. Collins:

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 February 13, 2025, regarding the Company’s Annual Report on Form 10-K and 10-K/A filed
with the Commission for the fiscal year ended September 30, 2024.

For the Staff’s convenience,
we have repeated the Staff’s comments in bold and have followed each comment with the Company’s response. References in the
responses to page numbers and section headings refer to page numbers and section headings of the Form 10-K and 10-K/A. Disclosure changes
made in response to the Staff’s comments have been made in Amendment No. 2 to our Annual Report on Form 10-K/A (“Amendment
No. 2”), which is being submitted to the Commission contemporaneously with the submission of this letter.

Form 10-K and 10-K/A for the Fiscal Year Ended September 30,
2024

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Comparison of the fiscal years ended September 30, 2024 and 2023,
page 45

 1. We note the chart where
you present “RaaS adjusted to sales model” for fiscal 2024. You also state, “[i]f the RaaS revenue is treated as product
sales, the gross revenue for fiscal year 2024 would be $10,210.” These disclosures appear to present a non-GAAP revenue measure
based on individually tailored accounting principles. Please revise to remove these disclosures. Refer to Question 100.04 of the Non-GAAP
C&DIs.

Response: In response to the
Staff’s comment, we have revised the disclosures on page 45 of Amendment No. 2.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures,
page 49

 2. Please revise your disclosures
that state “our management conducted an assessment of the effectiveness of our internal controls over financial reporting...”
to instead refer to your assessment of disclosure controls and procedures. Refer to Item 307 of Regulation S-K.

Response: In response
to the Staff’s comment, we have revised the disclosures on page 49 of Amendment No. 2.

Management’s Annual Report on Internal Control
over Financial Reporting, page 50

 3. Please revise to provide
management’s conclusion regarding the effectiveness of your internal control over financial reporting as of September 30, 2024. Refer
to Item 308(a)(3) of Regulation S-K.

Response: In response
to the Staff’s comment, we have revised the disclosures on page 49 of Amendment No. 2.

Item 15. Exhibits and Financial Statements
Schedules

Report of Independent Registered Public
Accounting Firm, page F-2

 4. The report of your independent
registered public accounting firm only opines on the financial statements as of and for the year ended September 30, 2024. Please amend
your Form 10-K to include an opinion from your auditor that covers all periods included in the filing. Refer to Rule 2-02(c) of Regulation
S-X.

Response: In response to the Staff’s comment,
we have included an amended report of our independent registered public accounting firm on pages F-2 to F-3 of Amendment No. 2.

Notes to the Financial Statements

Note 2. Summary of Significant Accounting Policies

Stockholders’ Equity, page F-11

 5. Please explain your reference to members’ equity and how
it relates to the financial statements included in the filing or revise to remove this disclosure. Also, revise to include a discussion
of all material issuances of your Class A and B common stock during the periods covered by the financial statements. In addition, revise
to describe the pertinent rights and privileges of your Class A and Class B common stock. Refer to ASC 505-10-50-2 and 50-3.

Response: In response to the Staff’s
comment, we have revised the disclosures on pages F-11 to F-12 of Amendment No. 2.

Note 6. Subsequent Events, page F-17

 6. You note from your statements of equity that there were
53,795,254 shares of Class B common stock outstanding as of September 30, 2024. Please reconcile this to your cover page disclosure,
which indicates there were 72,117,398 shares outstanding as of January 14, 2025 and provide us with a breakdown of each share issuance
since year end. Also, tell us your consideration to include a discussion of any material issuances subsequent to year-end. Refer to ASC
855-10-50-2.

Response: In response to the
Staff’s comment, we have revised the disclosure on the cover page of Amendment No. 2 to correct a scrivener’s error. We have
also revised the disclosures on page F-17 of Amendment No. 2 to include a discussion of material issuances subsequent to year-end.

We thank the Staff for its
review of the foregoing. If you have further comments, please feel free to contact to 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

February 19, 2025
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-3
Filed February 7, 2025
File No. 333-284779
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-3
Cover Page
1.It appears that the aggregate market value of your common equity held by non-
affiliates during the 60 days prior to February 7, 2025 did not exceed the $75 million
threshold that General Instruction I.B.1 of Form S-3 specifies. Please provide us with
your analysis demonstrating your ability to use Form S-3 pursuant to General
Instruction I.B.1, or if you are relying on General Instruction I.B.6 for Form S- 3
eligibility, include the information required pursuant to Instruction 7 to General
Instruction I.B.6.

February 19, 2025
Page 2
Description of Securities We May Offer, page 11
2.Debt securities and preferred stock that are convertible into or exchangeable for “other
securities” that have not been registered under this registration statement may not be
issued unless these convertible or exchangeable securities are not legally exercisable
within one year of the date of sale of the convertible or exchangeable security. All of
the underlying classes of securities to which these convertible or exchangeable
securities relate must be specifically identified in the registration statement. Please
revise your filing accordingly.
Purchase Contracts, page 15
3.It is not clear how the purchase contracts you propose to issue should be characterized
for purposes of the federal securities laws. For example, the disclosure in the filing
indicates that these contracts may obligate you to sell to holders of these contracts and
for holders of these contracts to purchase securities at a specified purchase price. The
disclosure in the filing also indicates that these contracts may require you to make
periodic payments to the holders of the contracts or for holders of these contracts to
make periodic payments to you. Finally, the disclosure in the filing indicates that
these contracts may require the holders of the contracts to secure their obligations in a
specified manner. Based on this disclosure it appears that these contracts may have
characteristics associated with forwards, options and security-based swaps. Please
provide us with your legal analysis as how these contracts should be appropriately
characterized under the federal securities laws.
Incorporation of Documents by Reference, page 27
4.Please revise to incorporate by reference your Quarterly Report on Form 10-Q filed
on February 14, 2025 and Current Report on Form 8-K filed on February 11, 2025.
Refer to Question 123.05 of the Securities Act Forms Compliance & Disclosure
Interpretations.
General
5.Please note that the completion of our review of your registration statement is subject
to the resolution of our comments on your December 31, 2023 Form 10-K.
            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 Rule 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 Marion Graham at 202-551-6521 or Jan Woo at 202-551-3453 with
any other questions.

February 19, 2025
Page 3
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Richard Anslow

February 13, 2025
Zhenqiang Huang
Chief Financial Officer
Richtech Robotics, Inc.
4175 Cameron Street, Suite 1
Las Vegas, NV 89103
Re:Richtech Robotics, Inc.
Form 10-K and 10-K/A for the Fiscal Year Ended September 30, 2024
File No. 001-41866
Dear Zhenqiang Huang:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K and 10-K/A for the Fiscal Year Ended September 30, 2024
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Comparison of the fiscal years ended September 30, 2024 and 2023, page 45
1.We note the chart where you present “RaaS adjusted to sales model” for fiscal 2024.
You also state, "[i]f the RaaS revenue is treated as product sales, the gross revenue for
fiscal fiscal year 2024 would be $10,210."  These disclosures appear to present a non-
GAAP revenue measure based on individually tailored accounting principles. Please
revise to remove these disclosures. Refer to Question 100.04 of the Non-GAAP
C&DIs.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 49
2.Please revise your disclosures that state "our management conducted an assessment of
the effectiveness of our internal controls over financial reporting..." to instead refer to
your assessment of disclosure controls and procedures. Refer to Item 307 of
Regulation S-K.

February 13, 2025
Page 2
Management's Annual Report on Internal Control over Financial Reporting, page 50
3.Please revise to provide management's conclusion regarding the effectiveness of your
internal control over financial reporting as of September 30, 2024. Refer to Item
308(a)(3) of Regulation S-K.
Item 15. Exhibits and Financial Statements Schedules
Report of Independent Registered Public Accounting Firm, page F-2
4.The report of your independent registered public accounting firm only opines on the
financial statements as of and for the year ended September 30, 2024. Please amend
your Form 10-K to include an opinion from your auditor that covers all periods
included in the filing. Refer to Rule 2-02(c) of Regulation S-X.
Notes to the Financial Statements
Note 2. Summary of Significant Accounting Policies
Stockholders' Equity, page F-11
5.Please explain your reference to members' equity and how it relates to the financial
statements included in the filing or revise to remove this disclosure. Also, revise to
include a discussion of all material issuances of your Class A and B common
stock during the periods covered by the financial statements. In addition, revise to
describe the pertinent rights and privileges of your Class A and Class B common
stock. Refer to ASC 505-10-50-2 and 50-3.
Note 6. Subsequent Events, page F-17
6.You note from your statements of equity that there were 53,795,254 shares of Class B
common stock outstanding as of September 30, 2024. Please reconcile this to your
cover page disclosure, which indicates there were 72,117,398 shares outstanding as of
January 14, 2025 and provide us with a breakdown of each share issuance since year-
end. Also, tell us your consideration to include a discussion of any material issuances
subsequent to year-end. Refer to ASC 855-10-50-2.
            In closing, 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.
            Please contact Megan Masterson at 202-551-3407 or Kathleen Collins at 202-551-
3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Richard Anslow

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RICHTECH ROBOTICS INC.

4175 Cameron St Ste 1

Las Vegas, NV 89103

August 29, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549

    Re:
    Richtech Robotics Inc.

    Registration Statement on Form S-1

    File No. 333-281789

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Richtech Robotics Inc. hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 5:30 p.m. ET on Thursday, August 29, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Zhenwu Wang

    Zhenwu Wang

    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

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August 29, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Washington, DC 20549

    Re:
    Richtech Robotics Inc.

    Registration Statement on Form S-1 (File No. 333-281789) –
Concurrence in Acceleration Request

Ladies and Gentlemen:

Rodman & Renshaw LLC (“Rodman”),
solely acting as placement agent on a best efforts basis in an offering pursuant to the registration statement on Form S-1 (File No. 333-281789)
(the “Registration Statement”), hereby concurs in the request by Richtech Robotics Inc. that the effective date of
the Registration Statement be accelerated to 5:30 P.M. (Eastern Time), or as soon as practicable thereafter, on August 29, 2024, pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”). Rodman affirms that it is aware of
its obligations under the Securities Act as they pertain to the best efforts offering pursuant to the Registration Statement.

    Very truly yours,

    RODMAN & RENSHAW LLC

    By:
    /s/ David Dinkin

    Name:
    David Dinkin

    Title:
     President

July 22, 2024
Zhenwu Huang
Chief Executive Officer
Richtech Robotics Inc.
4175 Cameron Street, Suite 1
Las Vegas, NV 89103
Re:Richtech Robotics Inc.
Draft Registration Statement on Form S-1
Submitted July 16, 2024
CIK No. 0001963685
Dear Zhenwu Huang:
            This is to advise you that we do not intend to review your registration statement.
            We request that you publicly file your registration statement no later than 48 hours prior to
the requested effective date and time. Please refer to Rule 461 regarding requests for acceleration.
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.
            Please contact Marion Graham at 202-551-6521 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Richard Anslow

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RICHTECH ROBOTICS INC.

4175 Cameron St Ste 1

Las Vegas, NV 89103

April 10, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549

 Re: Richtech
Robotics Inc.

 Registration Statement on Form S-1

File
No. 333-278013

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Richtech Robotics Inc., hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. EST on Friday, April 12, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Zhenwu Wang

    Zhenwu Wang

    Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

CORRESP
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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

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.

 FirstName LastNameZhenwu Huang
 Comapany NameRICHTECH ROBOTICS INC.
 March 21, 2024 Page 2
 FirstName LastName
Zhenwu Huang
RICHTECH ROBOTICS INC.
March 21, 2024
Page 2
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

CORRESP
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Richtech Robotics Inc.

November 9, 2023

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E. Mail Stop 4631

Washington, DC 20549

    Re:
    Richtech Robotics Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-273628

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, R.F. Lafferty &
Co., Inc. as the underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 4:30 p.m., Eastern Time, on Monday, November 13, 2023, or as soon thereafter as practicable.

Pursuant to Rule 460 under the
Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated October 31, 2023, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that
it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that they have
complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

Very truly yours,

R.F. Lafferty & Co., Inc.

    By:
    /s/ John F. Heidenreich

    Name:
    John F. Heidenreich

    Title:
    Head of Equity Capital Markets

CORRESP
1
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RICHTECH ROBOTICS INC.

4175 Cameron St Ste 1

Las Vegas, NV 89103

November 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, DC 20549

    Re:

    Richtech Robotics Inc.

    Registration Statement on Form S-1

    File No. 333-273628

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Richtech Robotics Inc., hereby requests acceleration of effectiveness of the above referenced Registration
Statement so that it will become effective at 4:30 p.m. EST on Monday, November 13, 2023, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Zhenwu Wang

    Zhenwu Wang

    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

CORRESP
1
filename1.htm

VIA EDGAR

September 19, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

Attn: Megan
Akst

 Re: Richtech Robotics Inc.

    Amendment No. 1 to Registration Statement
on Form S-1

    Filed September 1, 2023

    File No. 333-273628

Dear Ms. Akst:

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 September 14, 2023, regarding our Amendment No. 1 to Registration Statement on Form S-1 (the
“Registration Statement”) filed with the Commission on September 1, 2023. Concurrently with the submission of this
letter, the Company is filing an Amendment No. 2 to Registration Statement on Form S-1 (the “Revised Registration Statement”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.

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.

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.

Response: The Company acknowledges the Staff’s
comment and respectfully advises the Staff that it has revised the pro forma table on page 35 of the Revised Registration Statement to
reflect the Staff’s comment. In addition, the Company respectfully advises the Staff that it has revised the expenses table on page
II-1 of the Revised Registration Statement and as a result, the net proceeds number has changed and is reflected on pages 8 and 33 of
the Revised Registration Statement. Our calculations for the pro forma, as adjusted additional paid-in capital, total shareholders’ equity, and total capitalization accurately
incorporate the revised net proceeds number.

*****

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

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

CORRESP
1
filename1.htm

VIA EDGAR

August 2, 2023

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, NE

Washington, D.C. 20549

 Attn:  Megan Akst

Re: Richtech Robotics Inc.

Amendment No. 3 to Draft Registration
Statement on Form S-1

Submitted June 14, 2023

CIK No. 0001963685

Dear Ms. Akst:

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 June 29, 2023, regarding our Amendment No. 3 to Draft Registration Statement on Form S-1 (the
“Registration Statement”) filed with the Commission on June 14, 2023. Concurrently with the submission of this letter,
the Company is filing a Registration Statement on Form S-1 (the “Revised Registration Statement”). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement.

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.

Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted
June 14, 2023

Prospectus Summary, page 4

    1.
    We note your disclosure that you have entered into Master Service Agreements (“MSAs”) with “several” large enterprises. Please revise to define what constitutes an enterprise customer and percentage of MSAs and sales that are attributable to your enterprise customers for the periods presented.

Response: The Company respectfully
advises the Staff that it has revised the disclosures on pages 4 and 48 of the Revised Registration Statement accordingly.

Material Contracts, page 48

    2.
    We note your disclosure that as part of your MSA with “one of the top casino companies in the United States” you expected to receive a $1 million purchase order in the first quarter of 2023. Please revise to disclose the status of the $1 million purchase order.

Response: The Company respectfully
advises the Staff that it has revised the disclosures on page 48 of the Revised Registration Statement accordingly.

Notes to Financial Statements

Note 2. Summary of significant Accounting
Policies

Stockholders’ Equity, page F-9

    3.
    We note your revised disclosures in response to prior comment 3 and you reference to ASC 805-10-55-3 (c) as it relates to the conversion of member units into common stock. Please tell us how you determined that this qualifies as a business combination transaction. Specifically address how you considered the guidance in ASC 805-10-15-4 (c) and ASC 805-50-15-6 and why you believe the conversion of member equity units to common stock does not qualify as a common control transaction. Alternatively, revise your disclosures as necessary. To the extent you determine this qualifies as a common control transaction, ensure that members equity is reflected in the fiscal 2021 financials statements and that you have properly reflected the reclassification of members equity during fiscal 2022 to paid-in-capital. Refer to ASC 805-50-45-4 and SAB Topic 4.B, by analogy.

Response: The Company respectfully
advises the Staff that it has revised the disclosures on pages F-9 and F-22 of the Revised Registration Statement accordingly.

*****

We thank the Staff for its
review of the foregoing. If you have further comments, please feel free to contact to 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

United States securities and exchange commission logo
June 29, 2023
Zhenwu Huang
Chief Executive Officer
Richtech Robotics Inc.
4175 Cameron St Ste 1
Las Vegas, NV 89103
Re:Richtech Robotics Inc.
Amendment No. 3 to Draft Registration Statement on Form S-1
Submitted June 14, 2023
CIK No. 0001963685
Dear Zhenwu Huang:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
May 22, 2023 letter.
Amendment No. 3 to Draft Registration Statement on Form S-1 Submitted June 14, 2023
Prospectus Summary, page 4
1.We note your disclosure that you have entered into Master Service Agreements ("MSAs")
with "several" large enterprises.  Please revise to define what constitutes an enterprise
customer and the percentage of MSAs and sales that are attributable to your enterprise
customers for the periods presented.

 FirstName LastNameZhenwu  Huang
 Comapany NameRichtech Robotics Inc.
 June 29, 2023 Page 2
 FirstName LastName
Zhenwu  Huang
Richtech Robotics Inc.
June 29, 2023
Page 2
Material Contracts, page 48
2.We note your disclosure that as part of your MSA with "one of the top casino companies
in the United Sates" you expected to receive a $1 million purchase order in the first
quarter of 2023.  Please revise to disclose the status the $1 million purchase order.
Notes to Financial Statements
Note 2. Summary of Significant Accounting Policies
Stockholders' Equity, page F-9
3.We note your revised disclosures in response to prior comment 3 and your reference to
ASC 805-10-55-3(c) as it relates to the conversion of member units into common stock.
Please tell us how you determined that this qualifies as a business combination
transaction.  Specifically address how you considered the guidance in ASC 805-10-15-
4(c) and ASC 805-50-15-6 and why you believe the conversion of member equity units to
common stock does not qualify as a common control transaction.  Alternatively, revise
your disclosures as necessary.  To the extent you determine this qualifies as a common
control transaction, ensure that members equity is reflected in the fiscal 2021 financials
statements and that you have properly reflected the reclassification of members equity
during fiscal 2022 to paid-in-capital.  Refer to ASC 805-50-45-4 and SAB Topic 4.B, by
analogy.
            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

United States securities and exchange commission logo
May 22, 2023
Zhenwu Huang
Chief Executive Officer
Richtech Robotics Inc.
4175 Cameron St Ste 1
Las Vegas, NV 89103
Re:Richtech Robotics Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted May 15, 2023
CIK No. 0001963685
Dear Zhenwu Huang:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, our references to prior comments are to comments in our
May 3, 2023 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1 submitted May 15, 2023
Business
Material Contracts, page 66
1.We note your response to prior comment 3 that the MSAs "currently represent less than
3% of the Company’s revenue and are not expected to represent a significant portion of
future revenues." Disclose the significance of the Restaurant MSA, Gaming MSA, and
Hotel MSA to your business and why they are highlighted as material contracts if you do
not expect to generate a significant portion of your revenue from these agreements.
Disclose whether you have other material agreements that contributed to the increase in
revenue in 2022 or expected to represent a significant portion of future revenue.

 FirstName LastNameZhenwu  Huang
 Comapany NameRichtech Robotics Inc.
 May 22, 2023 Page 2
 FirstName LastName
Zhenwu  Huang
Richtech Robotics Inc.
May 22, 2023
Page 2
Principal Stockholders, page 75
2.We note your response to prior comment 6 and reissue in part.  Please revise the total
shares outstanding and Class B shares on pages 75 and 80 as of March 28, 2023 to reflect
the issuance of 466,000 of your class B common stock to Normanton Tech PTE. LTD on
January 15, 2023. Based on your disclosure on page F-17 that you had 17,647,000 shares
as of December 31, 2022, it is unclear how you continue to only have 17,647,000 shares
of Class B common stock outstanding as of May 12, 2023 after the issuance of the shares
to Normanton Tech PTE. Please revise accordingly or explain this discrepancy.
Statements of Stockholder's Equity, page F-5
3.We note your revised disclosures in response to prior comment 8 as it relates to the 4-for-
1 forward stock split and the concurrent re-designation of your common stock into Class
A and Class B common stock.  However, our comment also asked that you provide us
with the specific guidance considered in accounting for the conversion of member units
into common stock upon incorporation as a Nevada Corporation.  Please provide us with a
detailed analysis of the specific guidance considered in accounting for the June 2022
conversion of member units into common stock on a retrospective basis.
            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 Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard I. Anslow

United States securities and exchange commission logo
May 3, 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 Draft Registration Statement on Form S-1
Submitted April 21, 2023
CIK No. 0001963685
Dear Zhenwu Huang:
            We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
March 13, 2023 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1.We note that you reference an industry marketing research report by IBISWorld.  Please
clarify whether you commissioned any of third-party data presented in your registration
statement.  To the extent that you commissioned any such data, please provide
the consent of the third party in accordance with Rule 436.

 FirstName LastNameZhenwu  Huang
 Comapany NameRichtech Robotics Inc.
 May 3, 2023 Page 2
 FirstName LastName
Zhenwu  Huang
Richtech Robotics Inc.
May 3, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the three months ended December 31, 2022 and 2021, page 40
2.You state that the increase in revenue during the three months ended December 31, 2022
compared to the three months ended December 31, 2021 was partially offset by a decline
in revenue brought on by the sale of your two subsidiaries, Uplus Academy LLC and
Uplus Academy NLV LLC.  Please include a quantified discussion of the decrease in
revenue attributable to these subsidiaries.  Similar revisions should be made to your
discussion of revenue for fiscal 2022 compared to 2021.  Refer to Item 303(b) of
Regulation S-K.
Business
Material Contracts, page 44
3.Please refer to prior comment 12 and expand your disclosure to discuss the material terms
of the Restaurant MSA, Hotel MSA, and Gaming MSA including but not limited to
the term and termination provisions of each agreement, minimum purchase requirements,
and the identity of the customers. Disclose the amount of revenue that you have generated
from each MSA.  If you have not yet generated revenue from these MSAs, disclose when
you intend to begin recognizing revenue from each agreement. If you believe you cannot
calculate these amounts, please tell us in detail why you are unable to do so and what
information is unknown at this time.
4.We note your response to prior comment 11 that “pilot programs are run typically close to
cost, and this amount roughly covers [y]our employee travel and product shipping
expenses.” Please clarify any material costs that you incur in operating the pilot programs
that are not covered by the customers in the program. Also, disclose the specific number
of pilot programs that are currently operating rather than stating that you are currently
running pilot programs with "several dozen enterprises."
Liquidity and Capital Resources
Funding Requirements, page 46
5.We note from your revised disclosures in response to prior comment 7 that you believe
your existing cash as of the date of this prospectus will fund your current operating plans
through at least the next twelve months.  However, on page 12 you state that your existing
cash together with the net proceeds of this offering will fund your current operating plans
through at least the next twelve months. You also indicate that you will need additional
funding in connection with your continuing operations. In light of these statements and
your negative cash flows from operating activities, please explain further the basis for
your conclusion that your current cash will be sufficient to fund your operations for the
next twelve months, or revise your disclosures as necessary.

 FirstName LastNameZhenwu  Huang
 Comapany NameRichtech Robotics Inc.
 May 3, 2023 Page 3
 FirstName LastName
Zhenwu  Huang
Richtech Robotics Inc.
May 3, 2023
Page 3
Principal Stockholders, page 75
6.We note that you issued 466,000 of your class B common stock to Normanton Tech
PTE. LTD on January 15, 2023 for future service rendered. Please revise the total shares
outstanding and Class B shares on pages 75 and 80 as of March 28, 2023 to reflect this
share issuance.
Reports of Independent Registered Public Accounting Firm, page F-2
7.As previously noted in our prior comment 14, the report of your independent auditors
states that they are registered with the PCAOB and are required to be independent with
respect to the company “in accordance with the relevant ethical requirements relating to
our audits.” While your response indicates that you have revised the auditor's report, no
such revisions have been made. Please revise to ensure that the audit opinion complies
with the language in paragraph .09(g) of PCAOB AS 3101.
Statements of Stockholder's Equity, page F-5
8.It appears that you revised your statements of stockholder’s equity in response to prior
comment 15 to retroactively reflect the conversion of member units to common stock in
connection with your incorporation as a Nevada Corporation.  Please tell us the guidance
considered in determining retroactive application was required.  In addition, ensure that
the re-designation of your common stock into Class A and Class B common stock,
which occurred concurrently with your 4-1 forward stock split, has been retroactively
applied.  Refer to ASC 505-10-S99-4.
            You may contact Senior Staff Accountant, Megan Akst, 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) 551-5176 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard I. Anslow

United States securities and exchange commission logo
March 13, 2023
Zhenwu Huang
Chief Executive Officer
Richtech Robotics Inc.
4175 Cameron St Ste 1
Las Vegas, NV 89103
Re:Richtech Robotics Inc.
Draft Registration Statement on Form S-1
Submitted February 13, 2023
CIK No. 0001963685
Dear Zhenwu Huang:
            We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted February 13, 2023
General, page 1
1.You state on page 22 that you have elected not to avail yourselves of the extended
transition period for complying with new or revised accounting standards.  However, your
disclosures elsewhere and on the cover page appear to indicate that you intend to take
advantage of the provisions provided by Section 107(b) of the Jobs Act. Please revise to
clarify whether you intend to rely on the extended transition period provisions. If so, also
revise to disclose that as a result of such election, your financial statements may not be
comparable to companies that comply with public company effective dates. To the extent
you plan to opt out of the extended transition provisions, revise to state that such election
is irrevocable.

 FirstName LastNameZhenwu  Huang
 Comapany NameRichtech Robotics Inc.
 March 13, 2023 Page 2
 FirstName LastNameZhenwu  Huang
Richtech Robotics Inc.
March 13, 2023
Page 2
Prospectus Summary, page 1
2.Please revise your disclosure to clearly identify the source of each statement regarding
your market and industry. For example, you state that “[a]s of 2022, there are over
682,223 restaurants operating in the U.S. employing over 12 million people" and "[a]s of
2022, there are over 184,596 hotels and motels currently in operation in the U.S.
employing over 2.7 million workers.”
Risk Factors, page 16
3.We note your disclosure that you depend on sole-source suppliers for the key components
for your products and that any supply disruption could have a material adverse effect on
your business. Please revise to identify such suppliers, or tell us why such information is
not material. In addition, please file your agreements with such suppliers, or tell us why it
is not required to be filed. Refer to Item 601(b)(10) of Regulation S-K.
4.You state that you have 7 pending patents and that you enter into invention assignment
agreements with your employees, consultants, advisors and any third parties. Clarify who
owns the rights to the patents and other intellectual property of the company. In this
regard, we note that your Chief Executive Officer currently has seven pending patents. To
the extent that any of the patents have been assigned or are subject to restrictions or other
arrangements, please discuss.
There may be limitations on the effectiveness of our internal controls..., page 23
5.We note that you have identified a material weakness in your internal control over
financial reporting.  Please revise to include a discussion of any remediation efforts you
have made and what remains to be completed in your remediation plan.  Also,
disclose how long you estimate it will take to complete your remediation plan and any
associated expenses that you have incurred or expect to incur, if material.  Alternatively,
revise to state that you have not begun to remediate such weakness.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
38
6.Your disclosure on page 40 and throughout the prospectus indicates your research and
development expenses were $1,772 and $1,980 for the years ended September 30, 2022
and 2021, respectively. However, your disclosure on page 60 where you state that in FY
2021 and 2022, you spent $1,944,655 and $2,442,558 on R&D, respectively, appears
inconsistent with these other statements. Please explain these apparent inconsistencies and
revise accordingly.
Liquidity and Capital Resources
Funding Requirements, page 42
7.Please revise to disclose the minimum period of time that you will be able to conduct

 FirstName LastNameZhenwu  Huang
 Comapany NameRichtech Robotics Inc.
 March 13, 2023 Page 3
 FirstName LastName
Zhenwu  Huang
Richtech Robotics Inc.
March 13, 2023
Page 3
planned operations using only currently available capital resources. We refer you to Item
303(b)(1) of Regulation S-K.
Business, page 44
8.Please update your disclosure to address any material changes or recent developments to
your operations within Texas, including your leased office space in Austin, Texas.  We
note your disclosure that you leased an office space in Austin, Texas through October
2022.
9.Please revise your disclosure to provide support for your statement that “ADAM is
expected to be the first and only commercialized robot that can be utilized to serve both
food and beverages in a real-world environment.”
10.We note you have a graphic with an @kendalljenner tag. Please disclose the relationship
between the company and Kendall Jenner. Note that the use of customers based solely
on name recognition is not appropriate.
11.Please describe the economic terms underlying your pilot program agreements. It is
unclear whether your pilot program enterprise partners are receiving these products for
free, at cost, for significantly discounted rates, or at a price similar to market pricing. It is
also unclear if you have borne and will continue to bear most of the operating costs
associated with the pilot program or if the costs will be shared with the participants.
Further, clarify if the purchase orders constitute market orders reflecting fully
commercialized products or if the orders are part of the pilot program.
12.Please revise your disclosure to clarify the nature of each of your Master Service
Agreements (MSAs) with the enterprise customers. Disclose the material terms for each
MSA, including payment terms, and clarify when you intend to begin recognizing revenue
related to such agreements. As a related matter, you state that you expect to see the
number of MSAs with national enterprises double by mid-2023. To provide investors with
more context, include the current number of MSAs held by the company to date.  Please
file the agreements as exhibits. See Item 601(b)(10) of Regulation S-K.
Principal Stockholders, page 71
13.Please disclose the natural person(s) who have voting and dispositive control over the
shares owned by all entities listed as major shareholders in the beneficial ownership table.

 FirstName LastNameZhenwu  Huang
 Comapany NameRichtech Robotics Inc.
 March 13, 2023 Page 4
 FirstName LastName
Zhenwu  Huang
Richtech Robotics Inc.
March 13, 2023
Page 4
Reports of Independent Registered Public Accounting Firm, page F-2
14.The report of your independent auditors states that they are registered with the PCAOB
and are required to be independent with respect to the company "in accordance with the
relevant ethical requirements relating to our audits."  Please revise to ensure that the audit
opinion complies with the language in paragraph .09(g) of PCAOB AS 3101.
Statements of Stockholders' Equity, page F-5
15.Please revise your statement of stockholder's equity to include separate columnar activity
relating to member units and the subsequent conversion to common stock upon
incorporation as a Delaware corporation on June 22, 2022. In addition, ensure that
common stock amounts reflect the retroactive 4-for-1 forward stock split and concurrent
common stock share redesignation here and throughout the filing.  Refer to ASC 505-10-
S99-4.
Item 16. Exhibits and Financial Statement Schedules, page II-3
16.We note that you commissioned Marcum, LLP to determine the transaction price relating
to the transfer of Uplus Academy LLC and Uplus Academy NLV LLC to Zhenwu Huang
on December 31, 2021.  Please revise to include the written consent of the third-party as
an exhibit to the registration statement or explain to us why you do not believe you are
required to do so. Refer to Rule 436 of the Securities Act.
General
17.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communication.
            You may contact Senior Staff Accountant, Megan Akst, 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) 551-5176 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Richard I. Anslow