Robo.ai Inc. (NASDAQ: AIIO) registers 14.76M Class B shares for resale

Rhea-AI Filing Summary

Robo.ai Inc. files a prospectus supplement to update its Form F-1 registration and to register up to 14,757,296 Class B ordinary shares for resale by selling securityholders. The supplement states these shares may be offered from time to time by the selling securityholders or their successors. The supplement references a Form 6-K furnished on May 7, 2026 and notes a Nasdaq closing price of $0.5956 per Class B ordinary share as of May 6, 2026.

Key Figures

Registered shares: 14,757,296 shares Nasdaq closing price: $0.5956 Registration number: Registration No. 333-289926

3 metrics

Registered shares 14,757,296 shares registered for resale by selling securityholders

Nasdaq closing price $0.5956 closing price per Class B ordinary share on May 6, 2026

Registration number Registration No. 333-289926 Form F-1 registration statement referenced on the cover

Key Terms

selling securityholders, prospectus supplement, Form F-1

3 terms

selling securityholders regulatory

"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.

prospectus supplement regulatory

"This prospectus supplement updates and supplements the information 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.

Form F-1 regulatory

"registration statement on Form F-1 (Registration No. 333-289926)"

A Form F-1 is the document a non-U.S. company files with U.S. regulators when it wants to sell stock or other securities to U.S. investors. It lays out the company’s business, finances, risks and how the offering will work, acting like a product manual and ingredient list so investors can judge what they’re buying. For investors, it’s a key source of verified information used to compare opportunities and assess potential reward and risk.

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

Use of Proceeds issuer_receives_no_resale_proceeds

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Accepted by SEC EDGAR 05/07/2026 - 04:06 PM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)

Registration Statement No. 333-289926

Prospectus Supplement No. 13

(To Prospectus Dated September 25, 2025)

Robo.ai Inc.

Up to 14,757,296 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 May 7, 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 14,757,296 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 May 6, 2026, the closing price of our Class B ordinary shares on Nasdaq was US$0.5956.

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 May 7, 2026.