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 ☐
Acquisition of QC Capital Limited
Robo.ai Inc., a Cayman
Islands exempted company, (the “Company”) entered into a share purchase agreement dated as of June 12, 2026 through its
indirectly wholly owned subsidiary, Roboai Investments L.L.C-FZ, with all shareholders (“Sellers”) of QC Capital Limited (the
“Target”), a technology company incorporated under the laws of the British Virgin Islands.
Pursuant to the share
purchase agreement, Roboai Investments L.L.C-FZ will acquire from the Sellers 100% of the issued and outstanding shares of the
Target, for a total consideration of US$60,000,000, payable in 20,491,805 Class B ordinary shares of the Company (the
“Consideration Shares”). The Sellers will receive 3% of the Consideration Shares at the closing date. The remaining
Consideration Shares are subject to a lock-up period of 8 years commencing on the closing date and will be released in five equal
annual tranches on each of the anniversaries after the closing date, starting from the fourth anniversary after the
closing date. Closing will occur on or before July 24, 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. This acquisition is intended to support the Company’s
technology development efforts and strengthen its capabilities in global commercialization.
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 10.1 to this current report on Form 6-K and is incorporated herein by reference. On June 18, 2026, the Company issued a press release announcing the transaction, a copy of which is furnished as Exhibit 99.1 hereto.
EXHIBIT INDEX
Exhibit
Number |
|
Description |
| 10.1 |
|
Share Purchase Agreement dated as of June 12, 2026 between Roboai Investments L.L.C-FZ and Shareholders of QC Capital Limited |
| 99.1 |
|
Press Release |
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: June 18, 2026 |
By: |
/s/
Benjamin Bin Zhai |
| |
Name: |
Benjamin Bin Zhai |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Robo.ai announces proposed acquisition of QC
Capital, an AI-Driven technology holding and venture-building platform
ABU DHABI, UAE, June 18, 2026 — Robo.ai Inc. (NASDAQ: AIIO) (the
“Company”), a Nasdaq-listed UAE-based company, announced today that it has entered into an agreement to acquire 100% of the
equity interests of QC Capital Limited (“Quantum Core” or “QC Capital”). Under the agreement, the total consideration
for the proposed transaction is US$60 million, payable in newly issued Class B ordinary shares of Robo.ai. The consideration shares will
be subject to a vesting and release schedule of up to eight years. The transaction is expected to close within 30 business days following,
subject to customary closing conditions and other applicable requirements.
The proposed acquisition represents a strategic step in Robo.ai’s
development of a global artificial intelligence robotics network platform. QC Capital is positioned as an AI-driven technology holding
and venture-building platform with capabilities across technology development, venture building and industrial investment. Through the
proposed integration of QC Capital, and drawing upon Robo.ai’s successful experience in acquiring AI visual data processing and compression
technology company Neurovia AI Limited, Robo.ai expects to strengthen its capabilities in technology company sourcing, capital allocation,
venture incubation, cross-border mergers and acquisitions, post-investment operations and global commercialization.
Under the acquisition agreement, the transaction consideration is structured
to align with long-term performance targets. The consideration shares will be released in stages and linked to the achievement of multi-year
revenue targets. This structure is intended to align the release of transaction consideration with QC Capital’s future business
performance and the long-term interests of Robo.ai shareholders.
QC Capital’s operating model is based on AI technology and operational
enablement capabilities, with a focus on AI agents, vertical AI applications and industrial technology enablement for sectors including
industry, transportation, embodied robotics and intelligent manufacturing. In the course of its operations, QC Capital expects to accumulate
AI data, operating data from portfolio companies, post-investment operating data and market feedback data. These data resources are expected
to be incorporated into its AI Investment Engine and QC Alpha™ system to support industry analysis, project screening, due diligence,
risk management, post-investment management, M&A screening and portfolio optimization. This model is designed to create a long-term
loop from technology capability to data assets, and from AI-assisted decision-making to revenue growth and ecosystem expansion.
QC Capital’s business system includes four core areas: venture
building, strategic investment, M&A platform development and AI investment technology. Its key areas of focus include AI infrastructure,
smart cities, robotics and AI agents, autonomous driving and intelligent logistics, AI fintech, enterprise AI platforms and the next-generation
digital economy. These areas are complementary to Robo.ai’s artificial intelligence robotics network, intelligent device ecosystem
and digital infrastructure strategy.
Performance Targets
Pursuant to the performance-based release mechanism stipulated in
the acquisition agreement, the shares issued to QC Capital will be released over the next eight years subject to the achievement of specified
revenue targets. These include, but are not limited to, a cumulative revenue milestone of approx. US$2.4 billion across 2026 and 2027,
which will serve as part of the key benchmark for the phased release of the consideration shares.
Robo.ai expects that, subject to the successful closing of the transaction,
successful business integration and the recognition of related revenue in accordance with applicable accounting standards, QC Capital
may become an incremental platform for the Company’s medium- to long-term revenue growth, industrial synergies and global AI ecosystem
commercialization. These revenue targets are forward-looking in nature and do not constitute a guarantee of future performance.
Benjamin Zhai, Chief Executive Officer of Robo.ai,
said, “Robo.ai is building a global artificial intelligence robotics network platform for the next generation of the intelligent
economy. QC Capital is expected to bring capabilities in AI investment decision-making, data asset accumulation, venture building, M&A
integration and global resource networks. Following the completion of the transaction, QC Capital is expected to serve as Robo.ai’s
platform for strategic holdings, venture building, investment development and data asset growth, supporting the Company’s continued
expansion across artificial intelligence, robotics, digital infrastructure, smart cities, intelligent mobility, low-altitude economy and
the next-generation digital economy.”
About QC Capital Limited
QC Capital Limited is an AI-driven technology holding and venture-building
platform focused on artificial intelligence, robotics, digital infrastructure, smart cities, autonomous driving and the next-generation
digital economy. Through AI technology, operational enablement capabilities, industrial operating experience, data asset accumulation
and global resource networks, QC Capital seeks to identify, incubate, invest in and operate technology companies with long-term value,
while supporting the development of synergies among AI technology, capital capabilities, industrial resources and data assets.
About Robo.ai Inc.
Robo.ai Inc. (NASDAQ: AIIO) is a technology company focused on building
a global artificial intelligence robotics network platform. The Company focuses on artificial intelligence, robotics, intelligent devices,
digital infrastructure and related technology ecosystems, with the objective of connecting technology, data, devices and industrial scenarios
through an AI-driven network platform.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking”
statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking
statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,”
“future,” “intends,” “plans,” “believes,” “estimates,” “targets,”
“likely to,” “challenges,” and similar statements. Robo.ai Inc. may also make written or oral forward-looking
statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders,
in press releases and other written materials, and in oral statements made by its officers, directors, or employees to third parties.
Statements that are not historical facts, including statements about Robo.ai Inc.’s beliefs, plans, and expectations, are forward-looking
statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ
materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s strategies,
future business development, and financial condition and results of operations; the Company’s limited operating history; the Company’s
ability to generate positive cash flow and profits; the Company’s ability to compete successfully; and the Company’s ability
to build its brand and withstand negative publicity. Further information regarding these and other risks is included in the Company’s
filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not
undertake any obligation to update any forward-looking statement, except as required under applicable law.
Investor Relations Contact
Robo.ai Inc.
Email: pr@roboai.io
Website: www.roboai.io
Media Contact
Robo.ai Inc. Corporate Communications
Email: pr@roboai.io
Website: www.roboai.io
QC Capital Limited Corporate Communications
Email: info@qccapital.io
Website: www.qccapital.io
