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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 21, 2025
Richtech Robotics Inc.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41866 |
|
88-2870106 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2975 Lincoln Rd,
Las Vegas, NV 89115
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (866) 236-3835
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class B Common Stock, par value $0.0001 per share |
|
RR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
On August 21, 2025, Richtech
Robotics Inc. (the “Company”) entered into a Master Services Agreement (the “MSA”), with one of the largest retailers
in the world (the “Client”), pursuant to which the Company shall work on project(s) for the Client under additional statement(s)
of work to be completed by the Company and the Client or work order(s) to be issued by the Client. The MSA has a term of 2 years and will
automatically renew for additional 12 month periods unless either party notices the other party in writing of its intent not to review
60 days prior to the expiration of the term. The MSA also contains other customary provisions, including intellectual property and confidentiality.
The foregoing description
of the MSA is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed
herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference into this Item 1.01.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
| Exhibit |
|
Description |
| 10.1# |
|
Master Services Agreement, dated August 21, 2025 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL documents) |
| # | Certain portions of this exhibit are omitted pursuant to Item
601(b)(10)(iv) of Regulations S-K because they are not material and are the type that the registrant treats as private or confidential.
The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Richtech Robotics Inc. |
| |
|
|
| |
By: |
/s/ Zhenwu (Wayne) Huang |
| |
|
Name: |
Zhenwu (Wayne) Huang |
| |
|
Title: |
Chief Executive Officer and Director |
| |
|
|
| Dated: August 25, 2025 |
|
|
