Richtech Robotics Inc. Class B Common Stock Form 3 RICHTECH ROBOTICS / Zhenwu Huang ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Huang Zhenwu

(Last)

(First)

(Middle)

4175 CAMERON ST STE 1

(Street)

LAS VEGAS

89103

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/13/2023

3. Issuer Name and Ticker or Trading Symbol
RICHTECH ROBOTICS INC. [ RR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock⁽¹⁾	⁽¹⁾	⁽¹⁾	Class B Common Stock⁽¹⁾	30,308,000⁽²⁾⁽³⁾	⁽¹⁾	D

Explanation of Responses:

1. The shares of Class A Common Stock are convertible into share of Class B Common Stock at any time at the option of the holder on a one-for-one basis, and have no expiration date. Each share of Class B Common Stock is entitled to the same rights applicable to each share of Class A Common Stock, except each share of Class B Common Stock is entitled to one (1) vote whereas each share of Class A Common Stock is entitled to ten (10) votes on all matters submitted to a vote of stockholders of the Issuer

2. The Reporting Person is the Chief Executive Officer and Director of the Issuer, and following the completion of the Issuer's initial public offering, the Reporting Person beneficially owns 30,308,000 shares of Class A common stock, representing approximately 65.41% of the total voting power of the issued and outstanding shares of common stock immediately after the consummation of the Issuer's initial public offering, assuming the underwriters do not exercise their over-allotment option to purchase additional shares of Class B common stock.

3. The Reporting Person has agreed not to sell, transfer or dispose of any of the common stock of the Issuer held by the Reporting Person for a period of 180 days from the effectiveness of the registration statement for its initial public offering, subject to certain exceptions.

	/s/ Zhenwu Huang	11/13/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Richtech Robotics Inc. Class B Common Stock (RR) Form 3RICHTECH ROBOTICS / Zhenwu Huang ownership change