Robo.ai Inc. to Hold Extraordinary General Meeting on September 22, 2026

Robo.ai calls a September 22, 2026 extraordinary meeting to vote on a tenfold increase in authorized share capital and new governing documents.

Rhea-AI Summary

Robo.ai (AIIO) will hold an extraordinary general meeting of shareholders on September 22, 2026 in Dubai, with online participation available via webcast.

Shareholders of record as of September 23, 2025 may vote, with each Class A ordinary share carrying twenty-five votes and each Class B ordinary share one vote. Resolutions include increasing authorized share capital from US$400,000 (200,000,000 shares: 25,000,000 Class A and 175,000,000 Class B) to US$4,000,000 (2,000,000,000 shares: 250,000,000 Class A and 1,750,000,000 Class B) by creating 225,000,000 additional Class A and 1,575,000,000 additional Class B shares, authorizing implementation of this increase, adopting a sixth amended and restated memorandum and articles of association, and varying share rights as a result.

Market Context

The August 31, 2026 Form 6-K described revised shareholder-approval mechanics for future note issuan...

Analysis

The August 31, 2026 Form 6-K described revised shareholder-approval mechanics for future note issuances and share-reserve increases; this EGM notice specifies a vote on increasing authorized capital.

Key Figures

EGM date: September 22, 2026 Authorized share capital: US$400,000 to US$4,000,000 Authorized shares: 200,000,000 to 2,000,000,000 shares +4 more

EGM date

September 22, 2026

Extraordinary general meeting

Authorized share capital

US$400,000 to US$4,000,000

Proposed increase

Authorized shares

200,000,000 to 2,000,000,000 shares

Proposed increase

Additional Class A shares

225,000,000 shares

Proposed authorized share capital increase

Additional Class B shares

1,575,000,000 shares

Proposed authorized share capital increase

Class A voting rights

25 votes per share

As of the Record Date

Class B voting rights

1 vote per share

As of the Record Date

Key Terms

authorized share capital, ordinary resolution, special resolution, memorandum and articles of association

4 terms

authorized share capital financial

"to approve that the authorized share capital of the Company be increased"

The maximum number of shares a company is legally allowed to issue according to its governing documents. Think of it as the size of the blank checkbook a company keeps for selling ownership stakes: it sets an upper limit but does not mean all shares are in circulation. Investors care because a larger authorized amount makes it easier for the company to raise money or grant stock-based pay, which can dilute existing holdings and affect control and value per share.

ordinary resolution regulatory

"As an ordinary resolution, to approve that the authorized share capital"

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

special resolution regulatory

"As a special resolution, to approve that the sixth amended"

A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.

memorandum and articles of association regulatory

"the sixth amended and restated memorandum and articles of association"

Memorandum and articles of association are the founding legal documents of a company: the memorandum sets out the company’s basic purpose and scope, while the articles act as its internal rulebook detailing how the company is run, who has what powers, and how decisions are made. For investors these documents matter because they define ownership rights, voting rules, limits on activities, and procedures for major changes—like a contract and rulebook that determine how their investment can be used and protected.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DUBAI, UAE, Sept. 8, 2026 /PRNewswire/ -- Robo.ai Inc. (Nasdaq: AIIO) (the "Company"), a UAE-based, U.S.-listed company, today announced that it will hold an extraordinary general meeting of shareholders (the "EGM") at Meydan Grandstand, 6^th floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates on September 22, 2026 at 4:30 pm, Dubai local time. Shareholders can also participate in the EGM, vote, and submit questions via live webcast by visiting www.proxydocs.com/AIIO. 

Holders of ordinary shares of record at 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 that the authorized share capital of the Company be increased from US$400,000 divided into 200,000,000 shares, comprising 25,000,000 Class A ordinary shares of US$0.002 par value per share and 175,000,000 Class B ordinary shares of US$0.002 par value per share, to US$4,000,000 divided into 2,000,000,000 shares, comprising 250,000,000 Class A ordinary shares and 1,750,000,000 Class B ordinary shares by the creation of an additional 225,000,000 Class A ordinary shares and an additional 1,575,000,000 Class B ordinary shares (the "Increase in Authorized Share Capital"), with each Class A ordinary share and Class B ordinary share having such rights and restrictions as set out in the New M&A (as defined below).
2. As an ordinary resolution, to approve that any one director of the Company be and is hereby authorized to do all such acts and things and execute all such documents that he/she considers necessary, desirable, or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Increase in Authorized Share Capital.
3. As a special resolution, to approve that the sixth amended and restated memorandum and articles of association of the Company (the "New M&A") be and is hereby approved and adopted as the new amended and restated articles of association of the Company in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company.
4. As a special resolution, to approve that all or any of the rights attached to any Class A ordinary shares and any Class B ordinary shares be varied and modified as a result of the adoption of the New M&A; and
5. Any one director, company secretary, and/or the registered office provider of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, deeds, and make all such arrangements that he/she shall, in his/her absolute discretion, deem necessary or expedient to give effect to the adoption of the New M&A, including without limitation, attending to the necessary filings with the Registrar of Companies in the Cayman Islands.

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

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

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 AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION, AND RELATED MATTERS.

About Robo.ai Inc.

Robo.ai Inc. (Nasdaq: AIIO), headquartered in Dubai, United Arab Emirates, is a Nasdaq-listed technology group building intelligent infrastructure across four platforms: artificial intelligence; robotics and smart mobility; advanced manufacturing; and digital assets and capital. Its industrial group, Alif Holding, is dedicated to building intelligent industries through the development, integration and manufacturing of AI systems, serving government, public sector and mission-critical domains. Through its subsidiary Neurovia AI, the Company develops AI software and visual data infrastructure. Quantum Core Capital ("QC Capital"), its AI-powered deep-tech holding and venture-building platform, incubates, invests in and operates businesses across artificial intelligence, robotics, digital infrastructure and the next-generation digital economy.

Forward-Looking Statements

This press release contains statements that may constitute "forward-looking" statements pursuant to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "aims," "future," "intends," "plans," "believes," "estimates," "targets," "likely to," "challenges," and similar statements. Robo.ai may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the "SEC"), in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical facts, including statements about Robo.ai's beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Robo.ai's strategies, future business development, and financial condition and results of operations; Robo.ai's limited operating history in its current business; Robo.ai's ability to generate positive cash flow and profits; Robo.ai's ability to compete successfully; Robo.ai's ability to build its brand and withstand negative publicity; and changes in customer demand and government incentives, subsidies, or other favorable government policies. Further information regarding these and other risks is included in Robo.ai's filings with the SEC. All information provided in this press release is as of the date of this press release, and Robo.ai does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

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SOURCE Robo.ai Inc.

FAQ

When and where will Robo.ai’s extraordinary general meeting take place, and is there an online option?

The extraordinary general meeting will be held on September 22, 2026 at 4:30 p.m. Dubai local time at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates. Shareholders can also participate, vote, and submit questions via live webcast by visiting www.proxydocs.com/AIIO.

Who is entitled to vote at the extraordinary general meeting and what are the voting rights per share class?

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

What change to Robo.ai’s authorized share capital is being proposed?

The proposal is to increase authorized share capital from US$400,000 divided into 200,000,000 shares (25,000,000 Class A and 175,000,000 Class B, each with a par value of US$0.002) to US$4,000,000 divided into 2,000,000,000 shares (250,000,000 Class A and 1,750,000,000 Class B) by creating an additional 225,000,000 Class A and 1,575,000,000 Class B ordinary shares.

What changes to Robo.ai’s constitutional documents will be voted on?

Shareholders will consider a special resolution to approve and adopt the sixth amended and restated memorandum and articles of association as the new memorandum and articles of association in place of the existing ones. A related special resolution would approve that all or any of the rights attached to Class A and Class B ordinary shares be varied and modified as a result of adopting the new memorandum and articles.

What implementation authorities are included in the proposed resolutions?

One ordinary resolution would authorize any one director to take actions and execute documents considered necessary, desirable, or expedient to implement and give effect to the increase in authorized share capital. A special resolution would authorize any one director, the company secretary, and/or the registered office provider to take actions and make arrangements to give effect to the adoption of the new memorandum and articles, including required filings with the Registrar of Companies in the Cayman Islands.

Where can shareholders find more detailed information about the resolutions and voting procedures?

The notice of the extraordinary general meeting provides more detail on the resolutions, related information, and how to vote ordinary shares. 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 these contain important information about the company, the amended and restated memorandum and articles of association, and related matters.