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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.

 

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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    

 

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

MASTER SERVICES AGREEMENT, DATED AUGUST 21, 2025

XBRL SCHEMA FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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