Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Robo.ai Inc. (the “Company”) entered
into a joint venture agreement dated as of January 28, 2026 through its indirectly wholly owned subsidiary, Robo.ai Investments L.L.C.-FZ,
with Tachyon9 Corporation in connection with a proposed establishment of joint venture under the laws of the United Arab Emirates to invest
in, develop, own, and operate data center facilities. Pusruant to the joint venture agreement, the Company will beneficially own 51% of
the joint venture and thus will consolidate its financial results under U.S. GAAP. The joint venture is expected to be established within
60 days after the execution of the joint venture agreement. The board of directors of the joint venture will consist of three persons,
two of whom will be appointed by the Company’s indirectly wholly owned subsidiary and one of whom will be appointed by the other
joint venture party. The CEO of the joint venture company will be appointed by both joint venture parties, while the CFO will be appointed
by the Company’s indirectly wholly owned subsidiary.
The first material project planned by the joint
venture will be the development and operation of a data center facility with a target design capacity of approximately twenty megawatts
(20 MW) of critical IT load. The location of the planned project will be within the Asia-Pacific or Middle East and North Africa regions,
with the specific site to be mutually agreed upon by the joint venture parties based on a feasibility study to be commissioned by the
joint venture.
The joint venture agreement has a term of 10 years,
which can be renewed by written mutual consent or terminated by the board of directors of the joint venture or otherwise pursuant to the
terms of the joint venture agreement. The joint venture agreement provides for certain shareholder rights, such as buyout rights, liquidation
rights, right of first refusal, and drag along rights.
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.
Exhibit 99.1
JOINT VENTURE AGREEMENT
This Agreement is made effective as of 28 January 2026, by and between:
Robo.ai Investments L.L.C.-FZ, a Dubai incorporated company with its
principal office in Meydan Grandstand, 6th floor, Meydan Road, Nad AI Sheba, Dubai, U.A.E. (hereinafter “Party A”), and
Tachyon9 Corporation, a United States incorporated company with address
at 2332 Galiano Street (Suite200) Coral Gables, FL 33134 (hereinafter referred to as “Party B”);
Party A and Party B are collectively referred to herein as the “Parties”
and individually as a “Party.”
RECITALS
WHEREAS, Party A is a technology company based in the UAE, dedicated
to developing a global AI-enabled robotics platform. The company aims to create a decentralized AI network for connecting AI terminals
and promoting an intelligent future. Their focus includes integrating AI into smart devices and smart assets;
WHEREAS, Party B is a specialist in data center development,
operation, and energy-efficient digital infrastructure solutions. It has strategically created the most technologically advanced data
center by leasing their powerful GPU server networks to leading data aggregators for training large language models and other AI applications;
WHEREAS, the Parties wish to combine their respective expertise
and resources to invest in, develop, own, and operate data center facilities; and
WHEREAS, the Parties intend to establish a joint venture company
under the laws of the United Arab Emirates to pursue the foregoing business objective.
WHEREAS, Party A requires control over the JV Company in order
to consolidate JV Company’s financial results under U.S. GAAP standards.
NOW, THEREFORE, in consideration of the mutual covenants, promises,
and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree as follows:
ARTICLE 1: ESTABLISHMENT OF THE JOINT VENTURE COMPANY
1.1 Formation. The Parties shall, within sixty (60) days
of the Effective Date, cause to be incorporated a private joint stock company or limited liability company (the “JV Company”)
under the laws of the Emirate of Dubai, United Arab Emirates. The incorporation shall be managed by Party A as the local sponsor, with
all costs and expenses related to the formation to be borne equally by the Parties as an initial capital contribution.
1.2 Share Capital and Ownership. The authorized, issued,
and paid-up share capital of the JV Company shall be United States Dollars Five Thousand (US$5,000), divided into Ten Thousand (10,000)
ordinary shares of United States Dollars Zero Point Fifty (US$0.50) par value each. Upon issuance, Party A shall subscribe for and hold
Five Thousand One Hundred (5,100) shares, representing fifty-one percent (51%) of the issued share capital, and Party B shall subscribe
for and hold Four Thousand Nine Hundred (4,900) shares, representing forty-nine percent (49%) of the issued share capital. The shareholding
percentages shall govern all rights to profits, voting, and distribution of assets upon liquidation, subject to the terms of this Agreement
and the JV Company’s constitutional documents.
1.3 Constitutional Documents. The Memorandum of Association
and Articles of Association (the “Articles”) of the JV Company shall be prepared in English. In the event of any conflict
between the Articles and this Agreement, the terms of this Agreement shall prevail as between the Parties.
1.4 SUPERSEDING EFFECT -- This Agreement constitutes the entire
understanding and agreement with respect to all aspects of the JV Company and replaces, supersedes, and terminates all prior written and
verbal understandings, agreements, discussions, and acknowledgments (“Prior Agreements”). All purported rights and obligations
under the Prior Agreements are hereby completely extinguished and fully replaced by the terms and conditions set forth herein.
1.5 Capital Contribution -- Future Funding.
Any additional capital infusion or recapitalization of the JV Company
shall be subject to the approval of its Board in accordance with Section 3.3 of this Agreement.
ARTICLE 2: PURPOSE AND BUSINESS SCOPE
2.1 Primary Object. The primary object and business scope
of the JV Company shall be to invest in, develop, finance, construct, own, lease, market, operate, and maintain data center facilities
and related digital infrastructure (the “Business”). This includes, but is not limited to, the acquisition of land
or buildings, procurement of power and connectivity, installation of IT and cooling infrastructure, and the provision of colocation, cloud,
and managed services to third-party customers.
2.2 Initial Project. The JV Company’s first material
project (the “Initial Project”) shall be the development and operation of a data center facility with a target design
capacity of approximately twenty megawatts (20 MW) of critical IT load. The geographic location of the Initial Project shall be within
the Asia-Pacific or Middle East & North Africa (MENA) regions, with the specific site to be mutually agreed upon by the Parties based
on a feasibility study to be commissioned by the JV Company. The Parties envisage that the Initial Project shall achieve a ready-for-service
date within twelve (12) to twenty-four (24) months from the date of final site acquisition.
ARTICLE 3: CORPORATE GOVERNANCE and MANAGEMENT
3.1 Board of Directors
The Board shall comprise three (3) members: Two (2) Directors appointed
by Party A; one (1) Director appointed by Party B.
The Chairman shall be appointed by Party A and may be changed and replaced
at Party A’s so discretion at any time.
3.2 Executive Management
CEO shall be jointly appointed by Party A and Party B. CFO shall be
appointed by Party A. All officers, executives and employees report directly or indirectly and are held accountable to the CEO. The CEO
is required to consult with the Board in advance on all JV Company’s hires that will report into the CEO.
3.3 Board Approval
Except as otherwise specified in this Agreement, Board resolutions
require a simple majority of directors in person or electronically. The following matters require the Board’s approval.
| ● | Approval and amendment of annual budget and business plan |
| ● | Capital infusion, issuance and redemption of shares or other securities |
| ● | Bank borrowings or debt issuance exceeding US$1 million or its equivalent |
| ● | Appointment and dismissal of CEO and CFO |
| ● | Annual executive and employee compensation and incentive plans |
| ● | M&A, formation of joint ventures, and establishment of subsidiaries |
| ● | Change in business scope and strategy |
| ● | Related-party transaction exceeding US$50,000 or its equivalent |
| ● | Initial public offering of the JV Company |
| ● | Equity transfer to a third party not majority owned and controlled by either
party |
| ● | Any parental financial guarantees or parental performance guarantees |
| ● | Bank signatories and other authority or spending authorization matrix |
| ● | Bank borrowing, other indebtedness or incurrence of liability exceeding US$500,000
or its equivalent |
| ● | Liquidation, dissolution, reorganization or bankruptcy filing |
| ● | Appointment/dismissal of external auditors |
| ● | Other matters that applicable laws and regulations require Board approval |
3.4 Delegation.
All matters not included in the Section 3.3 hereinabove that require
the approval of the Board are delegated to the CEO, who shall operate the business within the Board-approved budget and business plan,
and report key KPIs to the Board quarterly.
ARTICLE 4: PROFIT DISTRIBUTION & LOSS ALLOCATION
4.1 Net annual profits shall be distributed pro-rata to shareholding
percentages.
4.2 Loss Allocation. Losses shall be borne by the shareholders pro-rata
to their shareholding percentages; provided that no shareholder shall be required to make additional capital contributions unless approved
in accordance with Section 2.5.
4.3 Any profit distributions based on actual profit and subject to
the Board approval shall occur within ninety (90) days following completion of the annual statutory audit.
4.4 Retained Earnings Policy
| a) | Profit distributions pursuant to Article 4.1 shall be made only
after: |
| i. | Provision has been made for all statutory reserves required
under applicable law; |
| ii. | Payment in full of all taxes, duties, and other governmental
charges payable by the JV Company; |
| iii. | Repayment of any outstanding indebtedness (other than ordinary
course trade payables) due to third parties, unless otherwise agreed in writing by both Parties; and |
| iv. | Allocation of sufficient working capital to fund the approved
annual business plan and budget for the following financial year, including any anticipated capital expenditures. |
| b) | The level of retained earnings to be maintained in the JV Company
shall be determined annually by the Board in connection with the approval of the audited financial statements, and shall not be less
than an amount equal to twelve (12) months’ forecast operating expenses and such additional amount as the Board reasonably
determines is required to meet the JV Company’s business and financial obligations. |
| c) | Any retained earnings not required under paragraph (b) shall
be distributed to the Parties in accordance with Article 4.1 within ninety (90) days following Board approval of the audited financial
statements. |
| d) | The Parties agree that any decision to retain earnings in excess
of the thresholds specified in paragraph (b) must be approved in writing by all Parties. |
ARTICLE 5: INTELLECTUAL PROPERTY
5.1 All pre-existing IP belonging to each Party shall remain exclusively
with each Party.
5.2 IP developed by the JV Company during operations shall be owned
exclusively by the JV Company. Post-termination usage by any Party shall be agreed upon in writing by all Parties.
5.3 Improvements. Any IP developed by the JV Company that incorporates
or is derived from a Party’s pre-existing IP shall be owned by the JV Company. The contributing Party shall receive a non-exclusive,
royalty-free, worldwide license to use such improvements outside the Territory and outside the JV’s Authorized Business Activities.
Any broader use requires Board Supermajority approval.
ARTICLE 6: CONFIDENTIALITY
6.1 Each Party undertakes that during or after the duration of this
Agreement and three (3) years thereafter, and subject to the Parties’ rights to seek injunctive relief and other legal remedies
in case of a breach of the confidentiality obligations hereunder, it shall use all reasonable endeavors to keep confidential (and to ensure
that its officers, employees, agents and professional and other advisers keep confidential) any information:
| a） | which
it may have or acquire (whether before or after the date of this Agreement) in relation to the customers, business, engineering data,
personnel data, customer data, commercial contracts and sales data, and any other information that shall enable one Party to have an
advantage over the assets or affairs of the other Parties (or any entity belonging to the other Parties’ group); or |
| b) | which relates to the contents of this Agreement (or any Agreement
or arrangement entered into pursuant to this Agreement) |
6.2 Neither Party shall use for its own business
purposes or disclose to any third party any such information (collectively the “Confidential Information”) without the consent
of the other Parties.
| 6.6 | All public announcements about the signing of this Agreement, the formation of the JV Company and ongoing transactions and business
of the JV Company shall be approved by both parties in advance. |
The obligation of confidentiality under paragraph 6.1 shall
not apply to:
| a) | the disclosure of information to the extent required to be disclosed by law, any stock exchange regulation
or any binding judgment, order or requirement of any court or other competent authority, in such case the disclosing Party shall inform
the other Parties prior to any disclosure in writing the details of the disclosure; |
| b) | information which is independently developed by the relevant Party or acquired from a third party to the
extent that it is acquired with the right to disclose the same; |
| c) | the disclosure of information to any tax authority to the extent reasonably required for the purposes
of the tax affairs of the Party concerned or any member of its group; |
| d) | the disclosure in confidence to a Party’s professional advisers of information reasonably required
to be disclosed for a purpose reasonably incidental to this Agreement, to the extent any said party is previously bound to the same confidentiality
obligations as set forth herein; |
| e) | information which becomes within the public domain; or |
| f) | any announcement mutually agreed between the Parties. |
ARTICLE 7 – TERM AND TERMINATION
7.1 Unless terminated earlier as approved by the JV Company Board,
this Agreement commences upon execution and continues for ten (10) years, renewable by mutual written consent.
7.2 Material breach, which shall mean an unauthorized disclosure that
will cause or has caused business or financial damage or injury to the non-breaching party or the JV Company, by any of the Parties, unless
cured within 90 days upon written notice, entitles the non-breaching Party to terminate forthwith and claim compensatory damages.
7.3 Buyout Rights
| a) | If a Party (the “Breaching Party”) commits a Material
Breach of this Agreement, becomes insolvent, enters into administration or liquidation (other than for the purposes of a
bona fide solvent reorganization), or undergoes a change of control to a direct competitor of the other Parties, the non-breaching Party
(the “Non-Breaching Party”) shall have the right, but not the obligation, to purchase the Breaching Party’s entire
shareholding in the JV Company. |
| | | |
| b) | The purchase price for such shares shall be determined as the Fair
Market Value (“FMV”) of the Breaching Party’s shares as of the date of the triggering event, as determined
by an independent, internationally recognized valuation firm jointly appointed by the Parties (or, failing agreement within 15 Business
Days, appointed by the Chairman of the DIFC Courts). |
| | | |
| c) | The FMV shall be adjusted downward by any damages, losses, or
liabilities caused , by the breach or triggering event, as reasonably determined by the valuation firm. |
| | | |
| d) | The Non-Breaching Party shall have 90
days from the determination of the FMV to complete the purchase. |
7.4 Liquidation Rights
| a) | Upon dissolution or liquidation of the JV Company for any reason,
after payment of all debts and liabilities (including liquidation costs), the net remaining assets shall be distributed to the Parties
in proportion to their respective shareholdings at the date of liquidation, subject
to the provisions below. |
| | | |
| b) | Distribution of Assets in
Kind – Where assets cannot be sold or where both Parties agree to distribute assets in kind, priority shall
be given to: |
| | | |
| i. | Returning each Party’s contributed tangible assets or pre-existing intellectual property (if legally and practically possible)
to the contributing Party; |
| ii. | Allocating jointly developed intellectual property in accordance with Article 5. |
| c) | Any disputes regarding the allocation of assets shall be resolved
in accordance with Article 8 (Governing Law and Dispute Resolution). |
7.5 Tag-Along Rights/ Right of First
Refusal
| a) | If one Party proposes to sell more than 25%
of its shareholding in the JV Company to a third party (the “Proposed Sale”) within the course of 24 months,
it must first provide written notice to the other Parties, including full details of the purchaser, price, and terms. And the other Parties
shall have a right of first refusal to purchase the offered shares on the same terms and conditions. |
| b) | The other Parties shall have the right (but not the obligation)
to sell to the same purchaser, on the same terms and conditions, up to the same proportion of its shares as the selling Party is selling,
by delivering written notice within 30 days of receipt of the Proposed Sale notice. |
| c) | The selling Party shall ensure that the purchaser agrees in
writing to purchase such shares from the other Parties on the same terms. |
7.6 Drag-Along Right.
| a) | Trigger. If shareholders holding at least 66.67% of the voting
rights of the JV Company (the “Dragging Shareholders”) approve a bona fide transaction that constitutes a Change of Control
(defined below) (a “Drag-Along Notice”), the Dragging Shareholders may require all other shareholders (the “Dragged
Shareholders”) to sell all of their shares in the JV Company to the proposed acquirer on the same terms and conditions. |
| b) | Change of Control. For purposes of this Section, “Change
of Control” means any single transaction or series of related transactions involving: |
| i. | the sale of all or substantially all of the assets of the JV
Company; or |
| ii. | the transfer of more than 50% of the voting power of the JV
Company to a third party who is not an Affiliate of any existing shareholder. |
| c) | Procedure. The Dragging Shareholders shall deliver to the Dragged
Shareholders a copy of the executed sale agreement and all material terms and conditions relating to the transaction. Completion of the
sale by the Dragged Shareholders shall be conditional upon simultaneous completion by the Dragging Shareholders. |
| d) | Price Protection. The consideration payable to the Dragged Shareholders
shall be in the same form and on substantially the same terms and conditions as that received by the Dragging Shareholders. If any Dragged
Shareholder objects that the consideration is below Fair Market Value, the purchase price shall not be less than the Fair Market Value
of the JV Company’s shares, as determined by an independent, internationally recognized valuation firm jointly appointed by the
Parties (or, failing agreement, appointed by the Chairman of the DIFC Courts). |
ARTICLE 8 – GOVERNING LAW AND DISPUTE RESOLUTION
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.
ARTICLE 9 - FORCE MAJEURE
9.1
Force Majeure Event means an event which adversely affects the business in UAE and other unforeseeable circumstances beyond
the control of the Parties against which it would have been unreasonable for the affected party to take precautions and which the affected
party cannot avoid even by using its best efforts and which in each case directly causes either party to be unable to comply with all
or a material part of its obligations under this Agreement and any circumstance not within a party’s reasonable control including, without
limitation:
| a) | acts of God, flood, drought, earthquake or other natural disaster
of overwhelming proportions; |
| b) | epidemic or pandemic, whether global or national; |
| c) | the occurrence of: an act of war (whether declared or not),
hostilities, invasion, act of foreign enemies, terrorism or civil disorder, civil war, civil commotion or riots, war, threat of or preparation
for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; |
| d) | nuclear, chemical or biological contamination or sonic boom; |
| e) | collapse of buildings, fire, explosion, or accident; and |
| f) | any labour or trade dispute, strikes, industrial action or lockouts
(other than in each case by the party seeking to rely on this clause, or companies in the same group as that party); |
| g) | changes in applicable laws and regulations that make it impossible
or financially unviable for the JV Company to carry out the Authorized Business Activities. |
9.2 The corresponding obligations of the other Parties
under the Agreement and its’ time for performance of such obligations shall be extended, to the same extent as those of the Affected
Party.
9.3 The Affected Party shall:
| a) | as soon as reasonably practicable after the start of the Force
Majeure Event but no later than 30 days from its start, notify the other Parties in writing of the Force Majeure Event along with reasonable
proof of the Force Majeure Event, its nature, the date on which it started, its likely or potential duration, and the effect of the Force
Majeure Event on its ability to perform any of its obligations under the agreement; |
| b) | use all reasonable endeavours to mitigate the effect of the
Force Majeure Event on the performance of its obligations and shall use reasonable endeavours to continue to perform their obligations
under this Agreement so far as reasonably practicable; and |
| c) | incur and bear its own losses arising out of or in relation
to a Force Majeure event. |
9.4 If the Force Majeure Event prevents, hinders, or delays the Affected Party’s performance of its obligations for a continuous period of more than 90 days the Party not affected by the Force Majeure Event may terminate this Agreement by giving thirty days’ written notice to the Affected Party.
ARTICLE 10 – GENERAL PROVISIONS
10.1 Due to the time pressure to finalize and sign this Agreement,
certain detailed provisions are lacking in this Agreement. The Parties agree to work with each other, prior to the formation of the JV
Company and thereafter, including through the JV Company management team, to identify and reach mutual agreement on these missing provisions.
The Parties agree to do so in good faith and in an expeditious manner to maximize the successful establishment and operation of the JV
Company. Amendments this Agreement require written approval and acceptance by both Parties.
10.2 Assignment Restrictions
Neither Party may assign, transfer, novate, subcontract, or otherwise
dispose of any of its rights or obligations under this Agreement, whether in whole or in part, without the prior written consent of the
other Parties, such consent not to be unreasonably withheld or delayed. Any purported assignment or transfer in violation of this clause
shall be null and void.
This restriction shall not apply to an assignment or transfer to an
Affiliate of the assigning Party, provided that such Affiliate remains under the direct or indirect control of the assigning Party and
provides a written undertaking to the other Parties to be bound by the terms of this Agreement.
10.3 Warranties and Limitations of
Liabilities
Each Party represents and warrants to the other Parties that, as of
the Effective Date and continuing throughout the term of this Agreement:
| a) | Authority – It is fully and legally authorized to enter into this Agreement. It is duly incorporated, validly existing,
and in good standing under the laws of its jurisdiction of incorporation, and has full power and authority to enter into and perform its
obligations under this Agreement. |
| b) | No Conflict – The execution, delivery, and performance of this Agreement have been duly authorized by all necessary
corporate action and do not and will not conflict with or result in a breach of any other agreement, instrument, order, judgment, or law
applicable to it. |
| c) | Compliance with Laws – It has complied, and will continue to comply, with all applicable laws, regulations, and
permits required in connection with its obligations under this Agreement. |
| d) | Binding Obligation – This Agreement constitutes a legal, valid, and binding obligation, enforceable against it in
accordance with its terms. |
Neither Party shall be held liable to the other Party for
indirect, consequential, or incidental damages, loss of business or profit, attorney fees or other legal costs and expenses, in connection
with or as a result of entering into this Agreement or the implementation thereof.
ARTICLE 11 – SURVIVAL PERIOD
11.1 Survival of Obligations
The
provisions of this Agreement which by their nature are intended to survive termination or expiration shall so survive, including without
limitation:
| ● | Article 5 (Intellectual Property), |
| ● | Article 6 (Confidentiality), |
| ● | Article 8 (Governing Law and Dispute Resolution), |
| ● | and any rights or obligations accrued prior to termination. |
Unless otherwise specified herein, such surviving provisions shall
remain in full force and effect for a period of three (3) years following the date
of termination or expiration of this Agreement.
ARTICLE 12 – CONDITIONS PRECEDENT
12.1 The obligations of the Parties are conditional upon:
| (a) | All Parties obtaining all requisite board and/or shareholder
approvals (if applicable); |
| (b) | Obtaining all Regulatory Approvals, if applicable; |
| (c) | Execution of definitive transaction documents, including this
Agreement, and service agreement with key suppliers, if applicable. |
IN WITNESS WHEREOF, the Parties execute this Agreement by their duly
authorized representatives:
| Robo.ai Investments L.L.C.-FZ |
|
| |
|
|
| By: |
/s/ Benjamin Zhai |
|
| Name: |
Benjamin Zhai |
|
| Title: |
Chief Executive Officer of Robo.ai Inc. |
|
| Tachyon9 Corporation |
|
| |
|
|
| By: |
/s/ Shahal Khan |
|
| Name: |
Shahal Khan |
|
| Title: |
Executive Chairman |
|
