Robo.ai Inc. to Hold Extraordinary General Meeting on October 23, 2025

Rhea-AI Summary

Robo.ai (Nasdaq: AIIO) will hold an extraordinary general meeting on October 23, 2025 at 4:00 p.m. Dubai (Office 114-117, Floor 1, Building A1, Dubai Digital Park). Shareholders of record as of September 23, 2025 may vote in person or via live webcast at https://www.cstproxy.com/roboai/2025.

Resolutions include a proposed authorized share capital increase from US$50,000 to US$400,000 (expanding total shares from 500,000,000 to 4,000,000,000 with Class A increasing to 500,000,000 and Class B to 3,500,000,000), an amendment and restatement of the memorandum and articles to reflect the increase and to expand the board's power to effect stock splits and reverse splits, and authorization for directors/officers to execute related documents and filings.

Positive

• Authorized share capital increase to US$400,000
• Class A shares retained at 25 votes per share
• Board power expanded to effect stock splits and reverse splits
• Webcast option available for shareholder participation

Negative

• Increase in authorized shares creates potential for future share dilution
• Significant jump in total authorized Class B shares to 3,500,000,000

Insights

Corporate governance analyst

Share-capital increase and charter amendments seek flexibility for future equity actions; no issuance yet, impact depends on follow-up moves.

Robo.ai Inc. proposes to increase authorized capital from $50,000 to $400,000 and to amend its charter to allow broader board power over stock splits and reverse splits. This creates legal capacity to issue many more Class A and Class B shares and to change share counts without further shareholder approval if the amended articles permit.

Key dependencies and risks include whether management actually issues new shares, timing of any issuances, and the board’s exercise of split/reverse-split powers; those actions determine dilution, voting control shifts, and capital raising outcomes. The resolutions do not themselves change outstanding shares or cash position.

Watch for proxy-vote results at the EGM on October 23, 2025, any subsequent filings disclosing proposed offerings or equity grants, and Cayman filings that effect the charter change; near-term material follow-ups (filings or sale authorizations) within weeks to months would clarify impact.

DUBAI, UAE, Oct. 8, 2025 /PRNewswire/ -- Robo.ai Inc. (Nasdaq: AIIO) (the "Company") today announced that it will hold an extraordinary general meeting of shareholders (the "EGM") at Office 114-117, Floor 1, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE on October 23, 2025 at 4:00 p.m., Dubai local time. Shareholders can also participate in the EGM, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/roboai/2025. 

Holders of ordinary shares of record on the close of business on September 23, 2025 (the "Record Date") or their proxy holders are entitled to vote at the EGM or any adjournment or postponements thereof. As of the Record Date, each Class A ordinary share is entitled to twenty-five votes, and each Class B ordinary share is entitled to one vote.

At the EGM, the following resolutions will be considered and voted upon:

1. As an ordinary resolution, to approve the increase of the Company's authorized share capital, from US$50,000, divided into 500,000,000 shares comprising of (i) 100,000,000 Class A ordinary shares of a par value of US$0.0001 each and (ii) 400,000,000 Class B ordinary shares of a par value of US$0.0001 each, to US$400,000, divided into 4,000,000,000 shares comprising (i) 500,000,000 Class A ordinary shares of a par value of US$0.0001 each and (ii) 3,500,000,000 Class B ordinary shares of a par value of US$0.0001 each (the "Share Capital Increase").
2. As a special resolution, to approve that the Company's Third Amended and Restated Memorandum and Articles of Association be amended and restated by the deletion in their entirety and by the substitution in their place of the Fourth Amended and Restated Memorandum and Articles of Association to (i) reflect the Share Capital Increase, (ii) expand the power of the Board to effect any stock split and reverse stock split, and (iii) make other miscellaneous revisions.
3. As an ordinary resolution, to approve and authorize that (i) the Company may give, make, sign, execute, and deliver all such agreements, letters, notices, certificates, acknowledgements, instructions and other documents (whether of a like nature or not) in relation to the matters contemplated in the foregoing resolutions as may be considered necessary or desirable by any director or officer of the Company for the purpose of the coming into effect of or otherwise giving effect to, consummating or completing or procuring the performance and completion of all or any of the matters described in the foregoing resolutions, and (ii) any one director or officer or the registered office provider of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate, or desirable to give effect to the foregoing resolutions as such director or officer or the registered office provider, in his/her/its absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands.

In addition, the EGM may transact any other business properly brought before it.

The notice of the extraordinary general meeting sets forth more details about the resolutions to be submitted to shareholders of the Company for approval and other relevant information regarding the extraordinary general meeting and how to vote ordinary shares at the extraordinary general meeting.

INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE MATERIALS FILED WITH OR FURNISHED TO THE U.S. SECURITIES AND EXCHANGE COMMISSION, AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE CHANGE OF COMPANY NAME, AND RELATED MATTERS.

About Robo.ai Inc.:

Robo.ai Inc. (Nasdaq: AIIO) is a technology company focused on building a global AI robotics network platform. Its mission is to integrate intelligent terminals, develop a unified AI operating system, and establish a smart contract-enabled ecosystem to drive the intelligent era. Robo.ai aims to transform into a decentralized AI asset platform, connecting all AI terminals and enabling the next wave of asset tokenization and the Internet of Things.

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SOURCE Robo.ai Inc.

FAQ

When is Robo.ai's (AIIO) extraordinary general meeting and where is it held?

The EGM is on October 23, 2025 at 4:00 p.m. Dubai at Office 114-117, Floor 1, Building A1, Dubai Digital Park; shareholders can join via webcast.

What change to Robo.ai (AIIO) authorized share capital is proposed at the October 23, 2025 EGM?

A proposal to increase authorized capital from US$50,000 to US$400,000, expanding total shares from 500,000,000 to 4,000,000,000.

How will voting rights be allocated for Robo.ai (AIIO) shares at the EGM?

As of the record date, each Class A ordinary share carries 25 votes and each Class B ordinary share carries 1 vote.

What changes to corporate governance are proposed for Robo.ai (AIIO)?

Shareholders will vote to amend and restate the memorandum and articles to reflect the capital increase and to expand the board's authority to effect stock splits and reverse splits.

Who is eligible to vote at Robo.ai's (AIIO) October 23, 2025 EGM?

Holders of ordinary shares of record at the close of business on September 23, 2025 or their proxy holders are entitled to vote.