Robo.ai (NASDAQ: AIIO) logs 1-for-20 reverse split, resales updated

Rhea-AI Filing Summary

Robo.ai Inc. registers up to 295,145,910 Class B ordinary shares for resale by selling securityholders under a prospectus supplement dated April 1, 2026. The supplement also discloses a 1-for-20 reverse stock split of all ordinary shares effective April 6, 2026 to seek compliance with Nasdaq's $1.00 minimum bid rule.

Key Figures

Registered shares: 295,145,910 shares Closing price: $0.1066 Reverse split ratio: 1-for-20 +3 more

6 metrics

Registered shares 295,145,910 shares maximum Class B shares registered for resale (Prospectus Supplement No. 12)

Closing price $0.1066 closing price of Class B ordinary shares on Nasdaq on March 31, 2026

Reverse split ratio 1-for-20 reverse stock split of all ordinary shares effective April 6, 2026

Class B shares before split 355,750,058 shares Class B ordinary shares outstanding prior to the reverse split

Class B shares after split 17,787,525 shares Class B ordinary shares outstanding after the 1-for-20 reverse split

Effective date April 6, 2026 reverse split effective at 8:00 am U.S. Eastern time

Key Terms

reverse stock split, prospectus supplement, selling securityholders, CUSIP

4 terms

reverse stock split financial

"implement a 1-for-20 reverse stock split of all classes of the Company’s ordinary shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

prospectus supplement regulatory

"This prospectus supplement is being filed to update and supplement the information contained in the prospectus"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

selling securityholders financial

"potential offer and sale from time to time by the selling securityholders named therein"

Selling securityholders are existing owners of a company's stocks or other tradable claims who are offering some or all of their holdings for sale in a public offering or secondary transaction. Investors watch these sellers because large or insider sales can increase the number of shares available, put downward pressure on price, and signal insiders’ views about future prospects—much like many people selling tickets at once can change the market for an event.

CUSIP technical

"The new CUSIP number of the Company’s Class B ordinary shares will be G6693P122"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

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

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Accepted by SEC EDGAR 04/01/2026 - 09:15 AM Learn about SEC filing dates

FAQ

What does Robo.ai's prospectus supplement register (AIIO)?

Answer: The supplement registers up to 295,145,910 Class B ordinary shares for resale by selling securityholders. It updates the September 25, 2025 prospectus and ties to a Form 6-K furnished April 1, 2026.

What reverse stock split is Robo.ai (AIIO) implementing and when?

Answer: Robo.ai will implement a 1-for-20 reverse stock split of all ordinary shares, effective at 8:00 am U.S. Eastern time on April 6, 2026, with Class B shares trading on an adjusted basis that day.

How many Class B shares will exist after the reverse split for AIIO?

Answer: The Company states Class B ordinary shares will total 17,787,525 after the 1-for-20 reverse split, down from 355,750,058 before the reverse split as disclosed in the press release.

Why is Robo.ai (AIIO) doing the reverse stock split?

Answer: The reverse stock split is being implemented to attempt to regain compliance with the Nasdaq Capital Market's $1.00 minimum bid price requirement for continued listing of the Class B ordinary shares.

Will fractional shares be issued in Robo.ai's reverse split (AIIO)?

Answer: No fractional shares will be issued; shareholders otherwise entitled to receive fractional shares will instead receive a full ordinary share in lieu of such fractional share per the press release.

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-289926

Prospectus Supplement No. 12

(To Prospectus Dated September 25, 2025)

Robo.ai Inc.

Up to 295,145,910 Class B Ordinary Shares

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 25, 2025, which forms a part of our registration statement on Form F-1 (Registration No. 333-289926), as amended and supplemented, with the information contained in our current report on Form 6-K furnished with the U.S. Securities and Exchange Commission on April 1, 2026. The prospectus relates to the potential offer and sale from time to time by the selling securityholders named therein or their pledgees, donees, transferees, assignees, or other successors in interest (that receive any of the securities as a gift, distribution, or other non-sale related transfer) of up to 295,145,910 Class B ordinary shares, par value US$0.0001 per share, of Robo.ai Inc.

 This prospectus supplement updates and supplements the information in the prospectus and is not complete without, and may not be delivered or utilized except in combination with, the prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the prospectus and if there is any inconsistency between the information therein and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Class B ordinary shares are listed on the Nasdaq Stock Market LLC, or Nasdaq, under the ticker symbol “AIIO.” On March 31, 2026, the closing price of our Class B ordinary shares on Nasdaq was US$0.1066.

We may further amend or supplement the prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus, this prospectus supplement, and any amendments or supplements carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 17 of the prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is April 1, 2026.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-41559

Robo.ai Inc.

(Registrant’s Name)

Meydan Grandstand, 6th floor

Meydan Road, Nad Al Sheba

Dubai

United Arab Emirates

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

EXHIBIT INDEX

Exhibit Number		Description
99.1		Press Release

1

SIGNATURES

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, thereunto duly authorized.

	Robo.ai Inc.
Date: April 1, 2026	By:	/s/ Benjamin Bin Zhai
	Name:	Benjamin Bin Zhai
	Title:	Chief Executive Officer

2

Exhibit 99.1

Robo.ai Inc. Announces Reverse Stock Split

DUBAI, UAE, April 1, 2026 — Robo.ai Inc. (Nasdaq: AIIO) (the “Company”), a technology company headquartered in the United Arab Emirates, today announced that it will implement a 1-for-20 reverse stock split of all classes of the Company’s ordinary shares, including the Class A ordinary shares and the publicly traded Class B ordinary shares, effective at 8:00 am, U.S. Eastern time, on April 6, 2026. The reverse stock split was approved by the Company’s board of directors on January 19, 2026 pursuant the Company’s fourth amended and restated memorandum and articles of association. Before the reverse stock split, there were 36,350,011 Class A ordinary shares and 355,750,058 Class B ordinary shares. After the reverse stock split, there will be 1,817,501 Class A ordinary shares and 17,787,525 Class B ordinary shares. The Company’s Class B ordinary shares will begin trading on an adjusted basis giving effect to the reverse stock split at the opening of market, U.S. Eastern time, on April 6, 2026 under the existing ticker symbol “AIIO.” The new CUSIP number of the Company’s Class B ordinary shares will be G6693P122.

The reverse stock split is being implemented to regain compliance with the US$1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market with respect to the Company’s Class B ordinary shares. As a result of the reverse stock split, the trading price of the Class B ordinary shares is expected to increase proportionately after the effectiveness of the reverse stock split, although the Company can give no assurance that the trading price of the Class B ordinary shares after the reverse stock split will be equal to or greater than twenty times the trading price before the reverse stock split.

The reverse stock split affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding share capital, except for adjustments that may result from the treatment of fractional shares.

Outstanding Company options, warrants, and other applicable convertible securities will be proportionately adjusted in accordance with their respective terms. No fractional shares will be issued in connection with the reverse stock split. Shareholders otherwise entitled to receive a fractional ordinary share as a result of the reverse share split will receive a full ordinary share in lieu of such fractional ordinary share.

About Robo.ai Inc.

Robo.ai Inc. (Nasdaq: AIIO) is a technology company focusing 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.

Safe Harbor Statement

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 Inc. 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 Inc.’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: the Company’s strategies, future business development, and financial condition and results of operations; the Company’s limited operating history; the Company’s ability to generate positive cash flow and profits; the Company’s ability to compete successfully; and the Company’s ability to build its brand and withstand negative publicity. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

Investor Relations Contact

Robo.ai Inc.

Email: pr@roboai.io

Website: www.roboai.io