STOCK TITAN

Robo.ai updates 22.3M-share resale, scraps $1M deal

Robo.ai updates its F-1 resale prospectus and reports the termination of a planned US$1 million share-based acquisition with no consideration exchanged.

(Neutral)
(Neutral)
Form Type
424B3

Rhea-AI Filing Summary

Robo.ai Inc. (AIIO) filed a prospectus supplement for the resale of up to 22,343,750 Class B ordinary shares by a selling shareholder, updating its existing Form F-1 registration statement with new information from a recent foreign issuer report.

The incorporated Form 6-K discloses that Roboai Investments L.L.C-FZ’s share purchase agreement to acquire 51% of Chinasky Car Trading FZE for US$1,000,000, payable in 7,388,799 Class B shares on a pre-reverse stock split basis, was terminated on September 10, 2026, with no shares, cash, or other consideration exchanged by either party. Robo.ai’s Class B shares last closed at US$1.79 on September 10, 2026.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing describes the 22,343,750 Class B shares as available for potential offer and sale under the registration statement; it does not establish that any of those registered shares were sold.

Registered resale amount 22,343,750 Class B ordinary shares Maximum number of shares covered by the updated resale prospectus
SPA consideration value US$1,000,000 Total consideration agreed for 51% of Chinasky Car Trading FZE before termination
Consideration shares 7,388,799 Class B ordinary shares Number of Robo.ai shares that would have been issued as SPA consideration on a pre-reverse split basis
Equity stake in Target 51% Portion of Chinasky Car Trading FZE’s issued and outstanding shares to be acquired under the SPA
AIIO closing share price US$1.79 per share Closing price of Class B ordinary shares on Nasdaq on September 10, 2026
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
"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.
foreign private issuer regulatory
"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER"
A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.
share purchase agreement financial
"entered into a share purchase agreement (the “SPA”)"
A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.
pre-reverse stock split basis financial
"payable in 7,388,799 Class B ordinary shares of the Company on a pre-reverse stock split basis"
Offering Type secondary

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Robo.ai Inc. (AIIO) register in this prospectus supplement?

The supplement relates to the potential resale by a selling shareholder of up to 22,343,750 Class B ordinary shares of Robo.ai Inc., updating the existing Form F-1 prospectus with newly furnished information from a Form 6-K.

What acquisition did Robo.ai Inc. (AIIO) terminate?

Robo.ai, through Roboai Investments L.L.C-FZ, terminated a share purchase agreement to acquire 51% of Chinasky Car Trading FZE, an automobile trading company in Dubai, for total consideration of US$1,000,000 payable in Company shares.

Were any shares or cash exchanged in the terminated Chinasky Car Trading FZE deal?

No. Robo.ai states that as of the September 10, 2026 termination notice, no Consideration Shares or other securities were issued, no Target shares were transferred, and no payment of any kind was made by either party under the share purchase agreement.

How many Robo.ai (AIIO) shares were to be issued as consideration in the SPA?

The terminated share purchase agreement contemplated total consideration of 7,388,799 Class B ordinary shares of Robo.ai Inc., on a pre-reverse stock split basis, as payment for 51% of Chinasky Car Trading FZE.

What is the recent Nasdaq trading price for Robo.ai (AIIO) Class B shares?

Robo.ai reports that on September 10, 2026, the closing price of its Class B ordinary shares on Nasdaq was US$1.79 per share, providing a recent market reference for the registered securities.

What type of company is Robo.ai Inc. (AIIO) under U.S. securities rules?

Robo.ai Inc. is described as a UAE-based, U.S.-listed company and files as a foreign private issuer under the Securities Exchange Act of 1934, using Form 20-F for its annual reports.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-296767

 

Prospectus Supplement No. 9

(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 September 11, 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 September 10, 2026, the closing price of our Class B ordinary shares on Nasdaq was US$1.79.

 

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 September 11, 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 September 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 ☐

 

 

 

 

 

Termination of Chinasky Car Trading FZE Acquisition

 

As was previously reported, on February 19, 2026, Robo.ai Inc. (Nasdaq: AIIO) (“Robo.ai” or the “Company”), a UAE-based, U.S.-listed company, entered into a share purchase agreement (the “SPA”) through its indirectly wholly owned subsidiary, Roboai Investments L.L.C-FZ (the “Purchaser”), with Yuntao Liu (the “Seller”), the 100% equity owner of Chinasky Car Trading FZE (the “Target”), an automobile trading company incorporated in Dubai under the laws of the United Arab Emirates. Pursuant to the SPA, the Purchaser agreed to acquire from the Seller 51% of the issued and outstanding shares of the Target, for a total consideration of US$1,000,000, payable in 7,388,799 Class B ordinary shares of the Company on a pre-reverse stock split basis and with par value of US$0.0001 per share (the “Consideration Shares”).

 

On September 10, 2026, the Purchaser served notice of termination on the Seller pursuant to Section 11.1(b) of the SPA. Accordingly, the SPA was terminated immediately on the date of the notice. As of the date of the notice, no Consideration Shares or other securities had been issued or registered to the Seller or to any person at the Seller’s direction; no shares in the Target had been transferred to the Purchaser or to any person at its direction; and no payment of any kind had been made by either party to the other under the SPA.

 

 

 

 

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: September 11, 2026 By: /s/ Benjamin Bin Zhai
  Name:  Benjamin Bin Zhai
  Title: Chief Executive Officer

 

 

 

Keep reading