ROBO.AI INC. SEC Filings

Robo.ai Inc., a Cayman Islands holding company headquartered in Dubai, is registering up to 36,352,303 Class B ordinary shares on Form F-3 for resale by existing investors, mainly shares issuable upon conversion of a $25.0 million July 2026 convertible note facility and part of shares issued to Loop Capital in settlement of a dispute. Robo.ai will not receive proceeds from these resales, though it does receive cash from note financings outside this registration.

As of July 30 2026, Robo.ai had 169,065,241 ordinary shares outstanding and is a controlled company, with Executive Chairman Alan Nan Wu holding about 58.04% of voting power via high-vote Class A shares. The company has recently completed share-based acquisitions of QC Capital Limited ($60 million in shares) and Neurovia AI Limited ($100 million in shares), with most consideration subject to multi‑year lock‑ups, and agreed share consideration to acquire 51% of Chinasky Car Trading FZE (not yet closed). It also operates under substantial governance and disclosure differences as a foreign private issuer and highlights potential delisting risk under the HFCAA if future audits fall outside PCAOB inspection.

Robo.ai Inc. filed a prospectus supplement covering the potential resale, from time to time, of up to 22,343,750 Class B ordinary shares, par value US$0.002 per share, by a selling shareholder. The company is not selling these shares itself. Its Class B ordinary shares trade on Nasdaq under ticker “AIIO”, and the closing price on July 16, 2026 was US$4.15.

The supplement incorporates an amended Form 6-K describing a new senior convertible note facility. Robo.ai entered into a securities purchase agreement with an institutional investor for up to US$37.5 million of senior convertible notes issued in multiple private-placement closings. An Initial Note of US$12.5 million was issued on July 17, 2026 for a purchase price of US$11.5 million, reflecting original issue discount. The Initial Note has a fixed conversion price of US$5.81 per share and, like the other notes, bears no regular interest but accrues interest at 14% per annum if an event of default occurs.

The notes are convertible into Class B ordinary shares under a pricing formula and are subject to a 9.99% Beneficial Ownership Limitation. Net proceeds from the notes are intended for general corporate purposes and working capital, with no more than US$1,000,000 permitted for debt repayment, securities redemptions, or litigation settlements. The company also agreed to resale registration rights and certain restrictions on issuing additional equity or variable-rate securities for a covenant period.

Robo.ai Inc. entered into a securities purchase agreement on July 15, 2026 with an institutional investor for a senior convertible note facility with an aggregate original principal amount of up to $37.5 million. The company issued an Initial Note with $12.5 million principal for a purchase price of $11.5 million at an initial closing completed on July 17, 2026, and may issue a Second Note of $12.5 million in subsequent closings subject to specified conditions.

The Notes are convertible into Class B ordinary shares at a price reflecting original issue discount, using 110% of principal divided by the lower of a fixed price and a market-based formula, with the Initial Note’s Fixed Conversion Price set at $5.81 and maturity on July 17, 2028. A 9.99% Beneficial Ownership Limitation caps post-conversion holdings per investor. The Notes carry no cash interest unless an event of default occurs, when interest increases to 14% per annum. Net proceeds are earmarked for general corporate purposes and working capital, with no more than $1,000,000 available for debt repayment, security redemptions, or litigation settlements. During a covenant period, Robo.ai agreed not to issue most additional equity or variable-rate securities, and granted the investor resale registration rights for the conversion shares.

Robo.ai Inc. filed a prospectus supplement to its Form F-1 registration statement, updating the prospectus for the potential offer and sale from time to time by a selling shareholder of up to 22,343,750 Class B ordinary shares of par value US$0.002 per share.

The supplement incorporates information from a current report on Form 6-K furnished on July 15, 2026. Robo.ai’s Class B ordinary shares trade on Nasdaq under the symbol AIIO and closed at US$3.99 on July 14, 2026. The document states that investing in these securities involves a high degree of risk and refers readers to the Risk Factors section in the prospectus.

Robo.ai Inc. entered a securities purchase agreement with an institutional investor for up to US$37.5 million in senior convertible notes to be issued in multiple private-placement closings. An initial and second note each carry US$12.5 million principal and US$11.5 million purchase price, reflecting an original issue discount.

The notes mature two years after issuance, bear no interest unless an event of default (then 14% annually), and rank as senior obligations. They are convertible into Class B ordinary shares at a conversion price linked to the share’s closing price before issuance, subject to a 9.99% beneficial ownership cap and stock-exchange limits.

Additional closings depend on liquidity, effective resale registration, and other equity conditions, which the investor may waive. Net proceeds are for general corporate purposes and working capital, with no more than US$1,000,000 allowed for debt repayment, security redemptions or repurchases, or litigation settlements. During a covenant period, Robo.ai restricts issuing new equity or variable-rate financings and grants the investor resale registration rights for conversion shares.

Robo.ai Inc. is registering for resale up to 22,343,750 Class B ordinary shares, all to be offered from time to time by a selling shareholder upon conversion or other use of convertible promissory notes with up to US$13.0 million principal under a securities purchase agreement. Robo.ai will not receive cash from these resales, though it does receive proceeds when the notes are originally issued. The company is a Cayman Islands holding company with operations conducted through UAE subsidiaries and is listed on Nasdaq under the symbol AIIO. Following a 1‑for‑20 reverse stock split effective April 6, 2026, there were 173,131,207 ordinary shares outstanding as of July 10, 2026. Executive chairman Alan Nan Wu controls about 57.4% of voting power, qualifying Robo.ai as a controlled company and a foreign private issuer, which allows reduced U.S. reporting and corporate governance requirements. The business is transitioning from electric vehicles toward a decentralized, AI‑powered intelligent asset platform and has entered multiple strategic partnerships, joint ventures and acquisitions to support this shift, while highlighting significant risks around its transformation, reliance on subsidiaries for dividends, and potential impacts from the Holding Foreign Companies Accountable Act.

Robo.ai Inc. files an amendment to a Form F-1 to register the resale of up to 22,343,750 Class B ordinary shares by a selling shareholder, representing shares issuable upon conversion of convertible notes. The resale registration is for secondary sales; the company will not receive proceeds from these sales. As of June 26, 2026, the company reports 166,945,378 ordinary shares outstanding (8,817,501 Class A; 158,127,877 Class B). The registration covers shares issuable under notes tied to an aggregate principal of up to US$13.0 million and includes customary anti-dilution and a 9.99% beneficial ownership limitation on conversions.