Robo.ai (NASDAQ: AIIO) files supplement for 22,343,750 share resale

Rhea-AI Filing Summary

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.

Filing Explained

This filing updates the resale prospectus but does not report a completed sale, issuer proceeds, new issuance, or dilution; the disclosed 22,343,750-share amount remains a potential selling-shareholder resale rather than company financing.

Key Figures

Registered for potential resale: 22,343,750 Class B ordinary shares Par value per share: US$0.002 per share Nasdaq closing price: US$3.99 per share +1 more

4 metrics

Registered for potential resale 22,343,750 Class B ordinary shares Maximum number of Class B ordinary shares that may be offered and sold by the selling shareholder

Par value per share US$0.002 per share Par value of each Class B ordinary share of Robo.ai Inc.

Nasdaq closing price US$3.99 per share Closing price of Class B ordinary shares on Nasdaq on July 14, 2026

Prospectus supplement date July 15, 2026 Date of the prospectus supplement incorporating the Form 6-K into the F-1 prospectus

Key Terms

prospectus supplement, selling shareholder, Nasdaq Stock Market LLC, Risk Factors

4 terms

prospectus supplement regulatory

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

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 shareholder financial

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

An existing owner of a company's shares who is offering part or all of their holdings for sale, often through a registered secondary offering, block trade, or insider sale. It matters to investors because these sales increase the number of shares available to the public and can change who controls the company; like a large homeowner selling in a neighborhood, a big shareholder sale can alter supply, price dynamics, and ownership concentration.

Nasdaq Stock Market LLC market

"Our Class B ordinary shares are listed on the Nasdaq Stock Market LLC"

Nasdaq Stock Market LLC is the company that operates the Nasdaq electronic stock exchange, a large centralized marketplace where shares of publicly traded companies are listed and bought and sold. Think of it as a high-speed digital auction house and storefront combined: being listed there gives a company visibility and easier access to many buyers, while investors benefit from transparent prices, fast trades and regulated rules that help protect fair trading.

Risk Factors financial

"See “Risk Factors” beginning on page 18 of the prospectus"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

Offering Details

secondary

Offering

Offering Type secondary

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Available on EDGAR 07/15/2026 - 04:48 PM Accepted by SEC EDGAR 07/15/2026 - 04:46 PM Learn about SEC filing dates

FAQ

What securities are covered for Robo.ai Inc. (AIIO) in this prospectus supplement?

The supplement covers potential sales by a selling shareholder of up to 22,343,750 Class B ordinary shares of Robo.ai Inc., par value US$0.002 per share, under an updated prospectus forming part of a Form F-1 registration statement.

Who may sell Robo.ai Inc. (AIIO) shares under this updated prospectus?

The document describes potential offers and sales by a selling shareholder and its permitted transferees, including pledgees, donees, transferees, assignees, and other successors in interest that receive the securities through non-sale transfers such as gifts or distributions.

On which exchange does Robo.ai Inc. (AIIO) trade and what was the recent price?

Robo.ai Inc.’s Class B ordinary shares are listed on the Nasdaq Stock Market LLC under the ticker AIIO. The closing price on Nasdaq was US$3.99 per share on July 14, 2026, providing a recent market reference point.

What regulatory filing does this Robo.ai Inc. (AIIO) prospectus supplement update?

The supplement updates a prospectus that forms part of Robo.ai Inc.’s Form F-1 registration statement (Registration No. 333-296767), incorporating information from a Form 6-K current report furnished with the SEC on July 15, 2026.

What risk disclosure does Robo.ai Inc. (AIIO) highlight in this supplement?

The company states that investing in its securities involves a high degree of risk and directs readers to the “Risk Factors” section, beginning on page 18 of the prospectus, for detailed information about potential investment risks.

Is this Robo.ai Inc. (AIIO) prospectus supplement standalone or must it be read with the prospectus?

The supplement is not complete on its own and must be read together with the underlying prospectus, including any amendments or additional supplements, which together provide the full terms and disclosures for the covered Class B ordinary shares.

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-296767

Prospectus Supplement No. 1

(To Prospectus Dated July 10, 2026)

Robo.ai Inc.

Up to 22,343,750 Class B Ordinary Shares

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July 10, 2026, which forms a part of our registration statement on Form F-1 (Registration No. 333-296767), 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 July 15, 2026. The prospectus relates to the potential offer and sale from time to time by the selling shareholder named therein or its 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 22,343,750 Class B ordinary shares, par value US$0.002 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 July 14, 2026, the closing price of our Class B ordinary shares on Nasdaq was US$3.99.

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 18 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 July 15, 2026.