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 2025
Commission File Number: 001-41559
Robo.ai Inc.
(Translation of registrant’s name into English)
Office 114-117, Floor 1, Building A1
Dubai Digital Park, Dubai Silicon Oasis
Dubai, UAE
(Address of principal executive office)
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 ☐
INFORMATION CONTAINED
IN THIS FORM 6-K REPORT
Entry into a Convertible Note Purchase Agreement
On September
29, 2025, Robo.ai Inc., a Cayman Islands exempted company (the “Company”), entered into a convertible note purchase agreement
(the “Agreement”) with Burkhan Capital LLC (the “Purchaser”), A Delaware company, pursuant to which the Company
has agreed to issue and sell to the Purchaser a convertible note (the “Note”) in a private placement offering for an aggregate
amount of US$300,000,000. The Note will mature twenty-four (24) months from the closing of the transaction (the “Closing”),
which shall take place no later than 30 days after the execution of the agreement with an interest rate of 10% per annum. The Company
may, at its sole discretion, pay interest either in cash or payment-in-kind in the form of the Company’s Class B ordinary shares,
par value US$0.0001 per share (the “Ordinary Shares”). In the event the Company elects to pay interest in-kind, the number
of Ordinary Shares to be issued shall be determined by dividing the accrued interest amount by a price per share equal to eighty percent
(80%) of the volume-weighted average price of the Ordinary Shares for the five trading days immediately preceding the applicable interest
payment date. The Note will be issued with an original issue discount of ten percent (10%). The Note is convertible into Class B ordinary
shares at the option of the holder at any time prior to maturity into Ordinary Shares at a pre-determined conversion formula and a floor
price. Upon maturity, the Company is obligated to repay any unconverted principal amount of the Note and any accrued but unpaid interest
in cash in United States dollars.
Upon closing, the
Company will appoint two individuals designated by the Purchaser to the Company’s Board of Directors and the Company will issue
US$10,000,000 worth of Class B ordinary shares to the Purchaser as advisory
shares, which shall carry demand registration rights. The holders of the Note shall be granted demand and piggyback registration rights
with respect to the Ordinary Shares issuable upon conversion of the Note, as payment-in-kind interest, and the advisory shares.
The obligations
of the Purchaser to consummate the transactions contemplated by the Agreement are subject to customary closing terms and condition, and
predicated upon the completion of a reverse stock split of the Company’s Class A and Class B ordinary shares at a ratio to be mutually
determined and upon the entry into lock-up agreements by the Company’s shareholders holding Class A ordinary shares for a period
of twelve months following the closing.
The foregoing description
of the Agreement does not purport to be complete and is qualified in its entirety by the full text of the Agreement, the form of which
is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
This Report on
Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. The securities have not been registered under the Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Exhibit Index
| Exhibit No. |
|
Description |
| 10.1 +* |
|
Convertible Note Purchase Agreement, dated September 29, 2025, by and between Robo.ai Inc. and Burkhan Capital LLC |
| + |
Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
| * |
Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CEPO will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request. |
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.
| Date: September 30, 2025 |
Robo. ai Inc. |
| |
|
|
| |
By: |
/s/ Benjamin Bin Zhai |
| |
Name: |
Benjamin Bin Zhai |
| |
Title: |
Chief Executive Officer |
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