Robo.ai (AIIO) issues $2M Third Note, plans $11M Fourth tranche

Rhea-AI Filing Summary

Robo.ai Inc. updated its convertible note financing with an institutional investor. The company entered an amendment to its securities purchase agreement and on June 5, 2026 issued a Third Note with $2.0 million principal, receiving gross proceeds of $1.84 million. The overall facility still allows up to $80.0 million of senior convertible notes, which are convertible into Class B ordinary shares at a purchase price of $920 per $1,000 of principal. The amendment also provides for a potential Fourth Note with $11.0 million principal, to be issued after the resale registration statement for shares underlying the Third and Fourth Notes is effective and Nasdaq confirms the company meets all continued listing requirements.

Insights

Capital structure analyst

Robo.ai adds $2M of convertible debt and sets terms for a larger follow-on tranche.

Robo.ai Inc. is using a senior convertible note facility of up to $80.0 million to raise funding. The June 5, 2026 amendment triggered issuance of a Third Note with $2.0 million principal for $1.84 million in gross proceeds, modestly increasing leverage while preserving overall facility capacity.

The amendment also sets conditions for a Fourth Note with $11.0 million principal, contingent on effectiveness of a resale registration statement and confirmation that Nasdaq continued listing requirements are satisfied. These conditions link additional funding to both regulatory clearance and exchange compliance.

From an investor perspective, the filing clarifies near-term financing steps and potential future funding under the same structure. Actual impact on capital structure and dilution will depend on future note conversions into Class B ordinary shares and whether the Fourth Note closes after the specified conditions are met.

Key Figures

Facility size: $80.0 million Third Note principal: $2.0 million Third Note gross proceeds: $1.84 million +2 more

5 metrics

Facility size $80.0 million Maximum aggregate principal of senior convertible notes

Third Note principal $2.0 million Issued June 5, 2026 under amended agreement

Third Note gross proceeds $1.84 million Cash received for Third Note issuance

Fourth Note principal $11.0 million Prospective issuance upon meeting specified conditions

Conversion purchase price $920 per $1,000 principal Notes convertible into Class B ordinary shares

Key Terms

senior convertible notes, Section 4(a)(2), Rule 506(b), Regulation D, +2 more

6 terms

senior convertible notes financial

"a new series of senior convertible notes of the Company in an aggregate original principal amount of up to $80.0 million"

A senior convertible note is a loan a company issues that ranks near the top of payment priority and can be exchanged for the company’s stock under preset terms. Think of it as an IOU that promises interest payments and first dibs on repayments if assets are liquidated, but also gives the lender the option to become an owner later; investors watch these for repayment safety, interest income, and potential stock dilution.

Section 4(a)(2) regulatory

"in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506(b) regulatory

"and Rule 506(b) of Regulation D promulgated thereunder"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"and Rule 506(b) of Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration statement regulatory

"the effective date of the registration statement covering the resale of all of the Class B Ordinary Shares"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

continued listing requirements regulatory

"written notice from the Nasdaq Stock Market LLC that the Company is in compliance with all continued listing requirements of the Nasdaq"

Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/12/2026 - 05:19 PM Accepted by SEC EDGAR 06/12/2026 - 05:19 PM Learn about SEC filing dates

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 June 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 ☐

Entry into Amendment to Securities Purchase Agreement for Convertible Note Facility and Issuance of Third Note

As previously reported, on December 10, 2025, Robo.ai Inc., a Cayman Islands exempted company (the “Company”), entered into that certain securities purchase agreement (the “Securities Purchase Agreement”) with a certain institutional investor (the “Note Investor”), pursuant to which the Company agreed to issue and sell, and the Note Investor agreed to purchase, in multiple closings, subject to the satisfaction or waiver of certain closing conditions, a new series of senior convertible notes of the Company in an aggregate original principal amount of up to $80.0 million (the “Notes”), which Notes are convertible into the Company’s Class B ordinary shares, par value $0.002 per share (the “Class B Ordinary Shares”), at a purchase price of $920 per $1,000 of principal amount.

On June 5, 2026, the Company and the Note Investor entered into an amendment (the “SPA Amendment”) to the Securities Purchase Agreement to revise the principal amount of, and closing conditions for, the issuance of the Third Note (as defined in the Securities Purchase Agreement) and to add the issuance of an additional specified principal amount of Notes upon the satisfaction of certain conditions (such Note, the “Fourth Note”) as described herein.

Pursuant to the SPA Amendment, on June 5, 2026, the Company issued the Third Note in the principal amount of $2.0 million for aggregate gross proceeds of $1.84 million. Also pursuant to the SPA Amendment, the Company and the Note Investor agreed that following (i) the effective date of the registration statement covering the resale of all of the Class B Ordinary Shares issuable upon conversion or otherwise pursuant to the terms of the Third Note and Fourth Note and (ii) the Company’s receipt of written notice from the Nasdaq Stock Market LLC (the “Nasdaq”) that the Company is in compliance with all continued listing requirements of the Nasdaq, the Company will issue and sell, and the Note Investor will, purchase a Fourth Note in an aggregate principal amount of $11.0 million, subject to the satisfaction or waiver of certain closing conditions. The aggregate principal amount of Notes that may be issued and sold pursuant to the Securities Purchase Agreement remains unchanged as a result of the SPA Amendment.

The issuance and sale of the Third Note was not, and the issuance and sale of any other Notes and the Class B Ordinary Shares issuable upon conversion or otherwise pursuant to the terms of the Notes have not been, registered under the Securities Act of 1933, as amended (the “Securities Act”), and was and will be made in reliance on the private offering exemption provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

The foregoing description of the Third Note and the SPA Amendment does not purport to be complete and is qualified in its entirety by reference to the forms of Third Note and the SPA Amendment, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this Report of Foreign Private Issuer on Form 6-K and incorporated herein by reference.

Exhibit Index

Exhibit No.		Description
10.1		Form of Third Note
10.2		Form of First Amendment to Securities Purchase Agreement, dated as of June 5, 2026, by and between Robo.ai Inc. and the Note Investor.

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: June 12, 2026	Robo.ai Inc.
	By:	/s/ Benjamin Bin Zhai
	Name:	Benjamin Bin Zhai
	Title:	Chief Executive Officer

FAQ

What did Robo.ai Inc. (AIIO) change in its convertible note agreement?

Robo.ai amended its securities purchase agreement with an institutional investor. The change revised terms for a Third Note and added a potential Fourth Note tranche, while keeping the total senior convertible note capacity at up to $80.0 million.

How much did Robo.ai Inc. (AIIO) raise through the Third Note?

Robo.ai issued a Third Note with $2.0 million principal, receiving $1.84 million in gross proceeds. This note is part of a larger senior convertible note facility and can be converted into Class B ordinary shares under the agreed terms.

What are the conditions for Robo.ai Inc. (AIIO) to issue the Fourth Note?

Issuing the Fourth Note requires a resale registration statement for shares underlying the Third and Fourth Notes to be effective. Robo.ai must also receive written notice from Nasdaq that it complies with all continued listing requirements before the $11.0 million principal note is purchased.

What is the total size of Robo.ai Inc.’s (AIIO) convertible note facility?

The securities purchase agreement allows Robo.ai to issue senior convertible notes with aggregate original principal up to $80.0 million. The June 2026 amendment does not change this total capacity, only the structure and timing of specific note issuances.

How are Robo.ai Inc. (AIIO) convertible notes being offered under U.S. securities laws?

The Third Note, other notes, and related Class B ordinary shares are not registered under the Securities Act. Robo.ai is relying on the private offering exemption under Section 4(a)(2) and Rule 506(b) of Regulation D for these transactions with the institutional investor.

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF THIRD NOTE 280.3 KB
• EX-10.2 FORM OF FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE 5, 20 98.9 KB