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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): October
22, 2024 (October 16, 2024)
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.) |
4175 Cameron St Ste 1
Las Vegas, NV 89103
(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
October 16, 2024, Richtech Robotics Inc., a Nevada corporation (the “Company”) entered into a binding Letter of Intent
(the “LOI”) with Ghost Kitchens America. 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 in Arizona,
Colorado, and Texas. These restaurants will be directly managed by the Company’s subsidiary, AlphaMax Management LLC, with the aim
of optimizing restaurant operations through robotics and AI cloud technology.
The
foregoing summary of the terms of the LOI are subject to, and qualified in their entirety by, the LOI, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events.
On
October 17, 2024, the Company issued a press release announcing the LOI. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K includes
“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 8-K are forward-looking
statements. When used in this Form 8-K, words such as “anticipate,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “would”
and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements
are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the
Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result
of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable
to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors”
section of the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and initial public offering
prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except
as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
| # | Certain
portions of this exhibit have been omitted because the omitted information is (i) not material and (ii) would likely cause competitive
harm to the Company if publicly disclosed. |
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: October 22, 2024 |
|
|
Exhibit 10.1
Pursuant to Item 601(b)(10)(iv) of Regulation
S-K, certain identified information marked with [*****] has been excluded from the exhibit because it is both (i) not material and (ii)
the type that the registrant treats as private or confidential.
BINDING LETTER OF
INTENT
October 16, 2024
This Binding Letter of Intent (“LOI”) is entered into by
and between:
Franchisor: Ghost Kitchens America (GKA)
Franchisee: RichTech Robotics Inc. (or its subsidiaries) (“Richtech”)
1. Franchise Agreement
Richtech intends to enter into a franchise agreement for 20 “One
Kitchen” stores located in Arizona (AZ), Colorado (CO), or Texas (TX) from GKA under the following terms:
- Total Cost: $[*****] USD per
store
- This includes a one-time franchise fee of $[*****]
and $[*****] for construction, basic infrastructure, license application, and other related
expenses.
- Total Stores: 20 stores
- Completion Timeline: The execution of all agreements must be completed
no later than June 30, 2025
- Location: All restaurants will be located within Walmart stores.
Each selected Walmart must have an annual revenue of no less than $[*****]. Site selection will be
proposed by GKA, with final decisions made by Richtech.
- Inclusions: Turnkey package including all franchise fees, building
permits, equipment, CapEx, technology, and furniture
- Exclusions: Does not include robotics, operational items such as
inventory, training, or uniforms
2. Payment Structure
The total cost for each store shall be payable as follows:
- $[*****] upon site submittal
- $[*****] upon Walmart site acceptance
- $[*****] three (3) days after
receipt of the building permit
- $[*****] ten (10) days after
construction has started, subject to construction progress and inspection milestones
- Remaining balance upon receipt of the Certificate of Occupancy
3. Binding Effect
This LOI is binding upon both parties and shall serve as the basis
for preparing a formal Franchise Agreement, which both parties agree to execute in good faith. In the event that either party fails to
negotiate in good faith or breaches this LOI, the non-breaching party shall have the right to pursue legal remedies.
4. Governing Law
This LOI shall be governed by and construed in accordance with the
laws of Delaware.
5. Signatures
| Ghost Kitchens America (GKA) |
|
| |
|
| By: |
/s/ George Kottas |
|
| Name: |
George Kottas |
|
| Title: |
CEO |
|
| |
|
| RichTech Robotics Inc. |
|
| |
|
| By: |
/s/ Zhenwu Huang |
|
| Name: |
Zhenwu Huang |
|
| Title: |
CEO |
|
Exhibit 99.1
Richtech Robotics Expands Agreement with Ghost Kitchens to Manage
20 Additional Walmart-Located Restaurants, Growing its Restaurant Operations Model
Company’s subsidiary, AlphaMax Management
LLC, will optimize operations through the use of robotics and AI cloud technology at restaurants across Arizona, Colorado, and Texas
LAS VEGAS, October 17, 2024 – Richtech Robotics
Inc. (Nasdaq: RR) (“Richtech Robotics” or the “Company”), a Nevada-based provider of AI-driven service robots,
today announces that it is expanding its restaurant operations model with the signing of a binding Letter of Intent (LOI) with Ghost Kitchens
America. Under the terms of the LOI, Richtech Robotics agreed to enter into a franchise agreement with Ghost Kitchens America, pursuant
to which the Company will acquire exclusive rights to operate 20 Walmart-located restaurants in Arizona, Colorado, and Texas. These restaurants
will be directly managed by Richtech Robotics’ subsidiary, AlphaMax Management LLC, with the aim of optimizing restaurant operations
through robotics and AI cloud technology. Each location is expected to generate between $700 thousand and $2 million in annual revenue.
Richtech Robotics is deploying its proprietary
automation to enhance operational efficiency, augment and personalize customer experiences, and lower operational costs. The establishment
and ongoing management of these restaurants is anticipated to provide a clear, repeatable operational blueprint that businesses can use
to scale robotic deployment and optimize their business model.
Matt Casella, President of Richtech Robotics,
stated: “Richtech Robotics is committed to the commercialization of robotics, through both robotic sales and the operation of our
own robot-powered restaurants. This agreement will significantly add to our restaurant portfolio, and these high-traffic locations will
bring greater visibility to our brand and our solutions. Our restaurant operations will showcase the very same robotic and AI platforms
offered through our RaaS (Robotics-as-a-Service) business model. We expect these platforms to become a fast-growing and stable revenue
stream for us as we leverage them to manage thousands, and eventually tens of thousands, of restaurant operations in the future.”
George Kottas, CEO of Ghost Kitchens America,
commented: “All Walmart locations where we’ve signed agreements with Richtech Robotics have strong sales numbers and steady
customer traffic. Based on our previous collaborations, Ghost Kitchens is confident that Richtech Robotics’ robotic technology and
operational management services will maximize the performance of these restaurants. We look forward to further expanding our partnership
with Richtech Robotics as we rapidly grow our restaurant footprint.”
In addition to today’s announcement, the
Company has already secured exclusive operational rights for the Ghost Kitchen at a Walmart location in Rockford, Illinois. Additionally,
Richtech Robotics has signed a franchise agreement for another Walmart restaurant in Peachtree, Georgia, which is expected to begin operations
later this year.
Through AlphaMax Management LLC, Richtech Robotics
is operating these restaurants and advancing the application of robotic technology in the food service industry, with the goal of helping
businesses reduce costs and improve efficiency.
About Richtech Robotics
Richtech Robotics is a provider of collaborative
robotic solutions specializing in the service industry, including the hospitality and healthcare sectors. Our mission is to transform
the service industry through collaborative robotic solutions that enhance the customer experience and empower businesses to achieve more.
By seamlessly integrating cutting-edge automation, we aspire to create a landscape of enhanced interactions, efficiency, and innovation,
propelling organizations toward unparalleled levels of excellence and satisfaction. Learn more at www.RichtechRobotics.com and
connect with us on X (Twitter), LinkedIn, and YouTube.
About Ghost Kitchens International (GKI)
With restaurants across Canada and the US, GKI
is expanding to open 240 new restaurants under the ONE KITCHEN banner in USA and Canada. Each restaurant features multiple national brands
made to order, a single operator, innovative front and back-of-house technology, and walk-in and delivery customers. For more information
go to www.ghostkitchenbrands.com.
Forward Looking Statements
Certain statements in this press release are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of forward-looking
words such as “anticipate,” “believe,” “forecast,” “estimate,” “expect,” and
“intend,” among others. Forward-looking statements are predictions, projections and other statements about future events that
are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Such forward-looking statements
include, but are not limited to, statements regarding the anticipated success and benefits of the partnership with Ghost Kitchens America,
including the ability of each location to generated expected annual revenue.
These forward-looking statements are based on
Richtech Robotics’ current expectations and actual results could differ materially. There are a number of factors that could cause
actual events to differ materially from those indicated by such forward-looking statements include, among others, risks and uncertainties
related to the parties’ ability to negotiate and execute a definitive agreement in connection with the LOI; Richtech Robotics’
ability to implement the definitive agreement; the ability of each location to generated the expected amount of annual revenue; and Richtech
Robotics’ ability to realize the benefits described herein. Investors should read the risk factors set forth in Richtech Robotics’
Annual Report on Form 10-K/A, filed with the SEC on March 27, 2024, the Registration Statement and periodic reports filed
with the SEC on or after the date thereof. All of Richtech Robotics’ forward-looking statements are expressly qualified
by all such risk factors and other cautionary statements. The information set forth herein speaks only as of the date thereof. New risks
and uncertainties arise over time, and it is not possible for Richtech Robotics to predict those events or how they may affect Richtech
Robotics. If a change to the events and circumstances reflected in Richtech Robotics’ forward-looking statements occurs, Richtech
Robotics’ business, financial condition and operating results may vary materially from those expressed in Richtech Robotics’
forward-looking statements.
Readers are cautioned not to put undue reliance
on forward-looking statements, and Richtech Robotics assumes no obligation and does not intend to update or revise these forward-looking
statements, whether as a result of new information, future events or otherwise.
Contact:
Investors:
CORE IR
Matt Blazei
ir@richtechrobotics.com
Media:
Timothy Tanksley
Director of Marketing
Richtech Robotics, Inc
press@richtechrobotics.com
702-534-0050
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Richtech Robotics (NASDAQ:RR)
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