Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-289926
Prospectus Supplement No. 11
(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 February 25, 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 February 24, 2026, the closing price of our Class B ordinary
shares on Nasdaq was US$0.1125.
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 February
25, 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 February 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 ☐
Acquisition of Chinasky Car Trading FZE
Robo.ai
Inc., a Cayman Islands exempted company, (the “Company”) entered into a share purchase agreement dated as of February 19,
2026 through its indirectly wholly owned subsidiary, Robo.ai Investments L.L.C.-FZ, 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 United Arab Emirates.
Pursuant
to the share purchase agreement, Robo.ai Investments L.L.C.-FZ will 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 (the “Consideration
Shares”). The Consideration Shares are subject to a lock-up period of 4 years commencing on the closing date and will be released
in four equal annual tranches on each of the first four anniversaries of the closing date. Closing will occur on or before March 31, 2026
or on a later date as mutually agreed in writing, provided that all conditions precedent have been satisfied or waived.
The
share purchase agreement sets forth the parties’ respective post-closing roles and responsibilities. Robo.ai Investments L.L.C.-FZ
agrees to provide reasonable support to the Target in connection with additional business lines that it may undertake, including but
not limited to automobile leasing, sales of automotive parts and accessories, after-sales service, and insurance-related cooperation
projects, pursuant to anncillary agreements to be negotiated on an arm’s length basis. The Target will provide the Company with
a global distribution and logistics network, encompassing strategic hubs across the Middle East, Central and West Asia, Eastern Europe, and North Africa to accelerate the international commercialization of the Company’s intelligent hardware and mobility solutions.
The
share purchase agreement also provides for certain rights, such as pre-emptive right and right of first refusal.
The
foregoing summary of the share purchase agreement is not complete and is subject to, and qualified in its entirety by, the provisions
of the share purchase agreement, which is filed as Exhibit 99.1 to this current report on Form 6-K and is incorporated herein by reference.
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| 99.1 |
|
Share Purchase Agreement dated as of February 19, 2026 between Robo.ai Investments L.L.C.-FZ and Yuntao Liu |
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: February 25, 2026 |
By: |
/s/ Benjamin Bin Zhai |
| |
Name: |
Benjamin Bin Zhai |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
SHARE
PURCHASE AGREEMENT
This
Share Purchase Agreement (this “Agreement”) is made and entered into as of 19 February 2026, by and between:
Roboai
Investments LLC-FZ, a company duly organized and existing under the laws of United Arab Emirates, with its principal place of business
at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, UAE (hereinafter referred to as the “Purchaser”)
AND:
Yuntao
Liu (hereinafter referred to as the “Seller”), 100% equity owner of the Target Company
Seller
and Purchaser may each be referred to as a “Party” and collectively as the “Parties”.
WHEREAS,
the Seller is the controlling shareholder of CHINASKY CAR TRADING FZE “Target Company”, an automobile trading company incorporated
in Dubai under the laws of United Arab Emirates, which together with its subsidiaries and any entities directly or indirectly controlled
by it (collectively, the “Group Companies”);
WHEREAS,
the Purchaser desires to acquire, and the Seller desires to sell, fifty-one percent (51%) of the issued and outstanding shares of the
Target Company (the “Shares”) in exchange for newly issued Class B ordinary shares of the Purchaser;
NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
SECTION
1. DEFINITIONS
1.1
“Acquirer” means Robo.ai Inc. (Nasdaq: AIIO)
1.2 “Closing” means the completion of the sale and purchase of the Shares
under this Agreement.
1.3 “Closing Date” means the date on which Closing occurs.
1.4 “Group Companies” has the meaning
set forth in the Recitals.
1.5 “Purchase Price per Share” means the average closing price of the Purchaser’s Class B
ordinary shares over the five (5) trading days immediately preceding the execution date of this Agreement, as reported by Nasdaq.
1.6
“Regulatory Approvals” means all consents, permits, or authorizations required from any governmental authority.
1.7
“Shares” has the meaning set forth in the Recitals.
1.8 “Transaction Price” means the aggregate value of US$ 1,000,000.
SECTION
2. SALE AND PURCHASE OF SHARES
2.1
Subject to the terms herein, the Seller agrees to sell, transfer, and deliver to the Purchaser, and the Purchaser agrees to purchase,
the Shares, free from all liens, encumbrances, or third-party claims.
SECTION
3. CONSIDERATION
3.1
In full consideration for the Shares, the Purchaser shall issue to the Seller a number of new Class B ordinary shares (the “Consideration
Shares”) equal to the Transaction Price divided by the Purchase Price per Share, rounded down to the nearest whole share.
SECTION
4. LOCK-UP PROVISIONS
4.1
The Seller agrees that the Consideration Shares shall be subject to a lock-up period of four (4) year commencing on the Closing Date.
4.2
The release of Consideration Shares shall occur as follows:
(a)
First Tranche: Twenty-five percent (25%) of the Consideration Shares shall be released on the first (1st) anniversary of the Closing
Date;
(b)
Second Tranche: An additional twenty-five percent (25%) of the Consideration Shares shall be released on the second (2nd) anniversary
of the Closing Date;
(c)
Third Tranche: An additional twenty-five percent (25%) of the Consideration Shares shall be released on the third (3rd) anniversary of
the Closing Date;
(d)
Final Tranche: The remaining twenty-five percent (25%) of the Consideration Shares shall be released on the fourth (4th) anniversary
of the Closing Date.
SECTION
5. CONDITIONS PRECEDENT
5.1
The obligations of the Parties are conditional upon:
(a) The Seller shall procure that the Target’s independent auditors deliver
to the Purchaser, no later than five (5) business days prior to the Closing Date, a customary “bring-down” or “update”
comfort letter, addressed to the Purchaser and in form and substance reasonably satisfactory to the Purchaser. Such letter shall confirm,
based on a limited review of the financial records for the period from July 1, 2025 to effective date of the letter, that nothing has
come to their attention that causes them to believe that:
(i)
the monthly financial information for such period is not stated in all material respects in conformity with US GAAP/ IFRS, or
(ii) there has been any material adverse change in the financial condition
of the Company since June 30, 2025;
(b) Both Parties obtaining all requisite board and/or shareholder approvals;
(c) Obtaining all Regulatory
Approvals, if applicable;
(d) Execution of definitive transaction documents, including this Agreement.
5.2
The Purchaser reserves the right to conduct financial, legal, and technical due diligence on the Target Company. Findings may necessitate
adjustment of valuation or terms according to the Purchaser’s assessment.
SECTION
6. CLOSING MECHANICS
6.1
Closing shall occur within fifteen (15) days of the Effective Date of this Agreement or such later date as may be mutually agreed in
writing by the Parties, provided that all Conditions Precedent in Section 5 have been satisfied or waived (to the extent waivable).
6.2
At Closing:
At
Closing, delivery of the Shares by Seller and issuance of the Consideration Shares by Purchaser shall be simultaneous or occur through
an agreed escrow arrangement. No Shares shall be transferred unless and until the Consideration Shares have been validly issued, fully
paid, and non-assessable. Fractional shares shall be rounded up to the nearest whole share.
SECTION
7. INTERIM OPERATIONS AND CONDUCT
7.1
Ordinary Course Covenant. During the period from the date of this Agreement until the Closing Date (the “Interim Period”),
the Seller shall cause the Group Companies to:
(a)
conduct their business in the ordinary course consistent with past practices;
(b)
preserve intact their business operations, material assets, and relationships with employees, customers, suppliers, regulators, and other
material stakeholders; and
(c)
refrain from taking any action that would reasonably be expected to materially impair the value of the Group Companies or their ability
to consummate the transactions contemplated herein.
SECTION
8. COSTS AND EXPENSES
8.1
Each Party shall bear its own costs, fees, and expenses incurred in connection with the negotiation, preparation, and execution of this
Agreement and related documents.
SECTION
9. CONFIDENTIALITY
9.1
The Parties shall maintain strict confidentiality regarding all non-public information exchanged in connection with this transaction,
except as required by law or with prior written consent.
SECTION
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1
This Agreement and any obligations arising out of or in connection with it will be governed by and construed in accordance with the laws
of the Dubai International Financial Centre (DIFC). Disputes arising hereunder shall be resolved through binding arbitration administered
by the Dubai International Arbitration Centre (DIAC) under its prevailing rules, with proceedings conducted in English at DIAC’s Dubai
seat.
SECTION
11. TERMINATION
11.1
This Agreement may be terminated: (a) By mutual written consent;
(b) By either Party if Closing does not occur within ninety (90) days
of the Effective Date;
(c) By the Purchaser if due diligence reveals material adverse findings (defined as events or conditions causing
a reduction in the value of the Group Companies by more than 15% or the loss of a key customer, supplier, or regulatory license) not
resolved within thirty (30) days; or
(d) By written notice if any Condition Precedent remains unfulfilled by the Closing Date.
11.2
Termination shall not prejudice any accrued rights or obligations under Sections 8, 9, or 10.
11.3
Notwithstanding any termination of this Agreement, the obligations in Sections 8 (Costs), 9 (Confidentiality), 11 (Governing Law), 12
(Representations), 13 (Indemnification), and 14 (Tax Matters) shall survive indefinitely.
SECTION
12. REPRESENTATIONS AND WARRANTIES
12.1
Seller’s Representations and Warranties. The Seller hereby represents and warrants to the Purchaser that: (a) it is the legal and beneficial
owner of the Shares, free from liens or encumbrances; (b) the Group Companies’ financial statements present fairly in all material respects
the financial position in accordance with US GAAP/IFRS; (c) there are no undisclosed material liabilities, litigation, or regulatory
violations; (d) all intellectual property is validly owned or licensed by the Group Companies; and (e) all material contracts are in
full force without defaults.
12.2 Purchaser’s Representations and Warranties. The Purchaser hereby represents and warrants to the Seller
that: (a) it is duly organized and has the authority to execute this Agreement; and (b) its execution of this Agreement does not violate
any material agreement.
12.3 Survival. All representations and warranties shall survive the Closing for a period of eighteen (18) months,
except for fundamental representations (ownership, authority, and title) which shall survive indefinitely.
SECTION
13. INDEMNIFICATION
13.1
The Seller shall indemnify and hold harmless the Purchaser against all losses arising from (a) breach of any representation, warranty,
or covenant by Seller; (b) pre-Closing liabilities of the Group Companies; or (c) any undisclosed taxes pre-Closing.
SECTION
14. TAX MATTERS
14.1
Cooperation. Both Parties shall cooperate in the filing of tax returns and resolution of tax audits relating to pre-Closing periods.
14.2 Transfer Taxes. All transfer, stamp, or documentary taxes arising from the transfer of Shares shall be borne equally by the Seller
and the Purchaser.
SECTION
15. PRE-EMPTIVE RIGHT AND RIGHT OF FIRST REFUSAL
15.1
PRE-EMPTIVE RIGHT: For a period of twelve (12) months following the Closing, should the Purchaser propose to issue any additional Class
B shares (an “Issuance”), other than (a) issuances required by law, or (b) issuances pursuant to an employee stock option
or equity incentive plan, the Seller shall have a pre-emptive right to subscribe for, at the same price and on the same terms as the
proposed Issuance, a number of Class B shares that would allow the Seller to maintain its percentage ownership of the Class B shares
outstanding immediately prior to such Issuance.
15.2
Right of First Refusal. If the Seller proposes to transfer any or all of its remaining shares in the Target Company (the “Remaining
Shares”) to a third party, the Seller must first provide the Purchaser with written notice (a “Transfer Notice”) detailing
the number of shares offered, the identity of the proposed transferee, and all material terms and conditions of the proposed transfer.
The Purchaser shall then have a period of fifteen (15) business days from receipt of the Transfer Notice to deliver a written notice
to the Seller exercising its right to purchase all (but not less than all) of the Remaining Shares so offered on the same terms and conditions.
If the Purchaser exercises this right, the parties shall close such transaction within thirty (30) business days. If the Purchaser does
not exercise this right within such period, the Seller may, for a period of sixty (60) business days, transfer such Remaining Shares
to the proposed third-party transferee on terms no more favorable than those offered to the Purchaser.
SECTION
16. POST-CLOSING COOPERATION AND ROLES
Section
16.1 Overview. This Article 16 sets forth the agreement of the Parties regarding their respective roles and responsibilities in the Target
Company following the Closing. The provisions herein are intended to facilitate a successful transition and maximize the synergies of
the combined business operations of the Purchaser and the Target Company.
Section
16.2 Responsibilities of the Purchaser. Subject to the terms and conditions of this Agreement, and in consideration of the Seller’s
commitments hereunder, the Purchaser hereby agrees to provide, or cause to be provided, the following resources and support to the Target
Company post-closing (“Post-Closing Support”):
(a)
Access to the Purchaser’s logistics network, including warehouses and distribution centers;
(b)
Administration and support for extended warranty and quality guarantee programs;
(c)
Provision of access to industrial park facilities, warehouse space, and showroom facilities for the operations of the Target Company;
(d)
Such other resources and support as the Parties may mutually agree in writing.
The
Purchaser’s obligations under this Section 16.2 shall be performed on an arm’s length basis, pursuant to separate commercially
reasonable service agreements to be negotiated in good faith by the Parties following the Closing.
Section
16.3 Responsibilities of the Seller. Subject to the terms and conditions of this Agreement, and in consideration of the Purchaser’s
commitments hereunder, the Seller covenants and agrees to provide, or cause to be provided, the following services and support to the
Target Company:
(a)
Management and execution of the day-to-day automotive sales and after-sales operations, utilizing its existing expertise and operational
know-how;
(b)
Provision of operational guidance, training, and transition support to ensure business continuity and knowledge transfer;
(c)
Medium to Long-Term Project: The Seller shall use its commercially reasonable efforts to:
(i)
Source and supply automotive chassis products suitable for the Middle East market; and
(ii)
Source and supply automotive parts and components;
for
the purpose of branding (“white-labeling”), marketing, and distribution by the Target Company in the Middle East region.
Section
16.4 Governance; Arm’s Length Terms.
(a)
The specifics of the support and resources outlined in Sections 16.2 and 16.3, including pricing, service levels, durations, and other
material terms, shall be documented in separate, definitive written agreements (the “Ancillary Agreements”).
(b)
All Ancillary Agreements shall be negotiated in good faith and executed by the relevant Parties within ninety (90) days following the
Closing Date. Such agreements shall be on arm’s length terms, consistent with fair market value.
(c)
The obligations under this Article 16 are conditional upon the Parties successfully negotiating and executing such Ancillary Agreements.
Nothing herein shall obligate any Party to enter into any Ancillary Agreement on terms it deems, in its sole discretion, unsatisfactory.
Section
16.5 Term. The cooperation framework outlined in this Article 16 shall be effective from the Closing Date and shall continue for an initial
term of five (5) years, unless earlier terminated by mutual written agreement of the Parties or as specified in the respective Ancillary
Agreements.
Section
16.6 Good Faith Negotiation. The Parties covenant and agree to negotiate the Ancillary Agreements in good faith, acting reasonably and
with the goal of achieving the business objectives contemplated by this Article 16.
Section
16.7 Dividend and Profit Allocation.
(a)
The Parties acknowledge and agree that any distributable profits shall remain within the Target Company for reinvestment and operational
purposes.
(b)
The Target Company shall, however, have the right to allocate a portion of its retained profits as performance-based bonuses or profit-sharing
incentives to its management team and responsible officers, at the discretion of the Target Company’s board of directors or duly
authorized management.
Section
16.8 Additional Projects and Group Support.
(a)
The Parties further agree that the Target Company may engage in additional business lines, including but not limited to automobile leasing,
sales of automotive parts and accessories, after-sales service, and insurance-related cooperation projects.
(b)
The Purchaser shall provide reasonable support to the Target Company in connection with such projects, including but not limited to logistics,
warehousing, bonded warehouse facilities, and preferential access to industrial park resources.
(c)
The Parties acknowledge that any ancillary agreements relating to the above projects shall be negotiated in good faith and on commercially
reasonable terms, consistent with arm’s length principles.
EXPANDED
SECTION 17: MISCELLANEOUS
17.1
Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and understandings.
17.2
Amendments. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.
17.3
Notices. All notices shall be delivered in writing: (a) by international courier (effective upon receipt); or (b) by email (effective
upon transmission if confirmed), to the addresses specified in the signature block.
17.4
Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.
17.5
Third-Party Rights. No person not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act or
similar legislation.
17.6
Schedules. The schedules and exhibits referenced herein are incorporated into this Agreement by reference.
17.7
Severability. If any provision is held invalid, the remaining provisions shall remain in full force.
17.8
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original
IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| SELLER of CHINASKY CAR TRADING FZE: |
|
| Yuntao Liu |
|
| |
|
|
| By: |
/s/ Yuntao
Liu |
|
| Name: |
Yuntao Liu |
|
| Title: |
Founder |
|
| PURCHASER: |
|
| Roboai Investments LLC-FZ |
|
| |
|
|
| By: |
/s/ Benjamin
Zhai |
|
| Name: |
Benjamin Zhai |
|
| Title: |
CEO |
|
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