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
SECURITIES EXCHANGE ACT OF 1934
For the month of February 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
Equity
Acquisition Agreement
On
February 28, 2025, 2025, Robo.ai Inc. (formerly known as NWTN Inc.), a Cayman Islands exempted company (the “Company”), entered
into a share exchange acquisition agreement (the “Original Agreement”) with Astra Mobility Meta (Cayman Islands) Limited,
a Cayman Islands exempted company (“Astra”). On May 25, 2025, the Company, Astra, Easymeta Journey Limited (British Virgin
Islands), a business company incorporated in the British Virgin Islands and a 51% shareholder of Astra (“Easymeta”), and
Planeter Future Holding Limited (British Virgin Islands), a business company incorporated in the British Virgin Islands and a 49% shareholder
of Astra (“Planeter,” together with Easymeta, the “Astra Shareholders”), entered into a supplemental agreement
(the “Supplemental Agreement,” together with the Original Agreement, the “Astra Agreement”) to amend and supplement
the Original Agreement.
Pursuant
to the Astra Agreement, the Company agreed to issue 15,000,000 Class B ordinary shares (the “Consideration Shares”), each
such share being valued at $1.00 per share, to Astra Shareholders in exchange for all of their equity interest in Astra (the “Astra
Transaction”). Astra, with the assistance of the Astra Shareholders, agreed to deliver to the Company a complete and comprehensive
list of intellectual property rights by June 30, 2025.
Upon
the acceptance by the Company of an appraisal report of Astra, issued by a qualified third-party appraisal firm (the “Appraisal
Report Acceptance”), (i) the Astra Shareholders will transfer 100% of Astra equity interest to the Company and Astra will become
a wholly-owned subsidiary of the Company and (ii) the Company shall issue the Consideration Shares to an escrow account jointly controlled
by the Company, Astra and the Astra Shareholders (the “Escrow Account”). The Consideration Shares shall be released from
the Escrow Account to the Astra Shareholders upon the registration of Astra’s intellectual property (the “IP Registration”)
with the relevant government authorities. In the event that Astra failed to complete the IP Registration within 18 months from the date
of the Supplemental Agreement, the Consideration Shares shall be forfeited and returned to the Company.
The
Consideration Shares are subject to a lock-up period commencing on the date of issuance and ending: (a) with respect to 50% of such shares,
on the one-year anniversary of continued service of the Astra Shareholders and the team under their management (collectively, the “Astra
Team”) with Astra; and (b) with respect to the remaining 50% of such shares, on the two-year anniversary of the Astra Team’s
continued service with Astra, subject in each case to the achievement of performance conditions to be determined by the Company’s
Board of Directors.
Pursuant
to the Astra Agreement, the Consideration Shares may only be registered with the Securities and Exchange Commission upon the Appraisal
Report Acceptance and IP Registration. The Astra Agreement also contains other customary terms and provisions.
The
foregoing summary of the Astra Agreement is not complete and is subject to, and qualified in its entirety by, the provisions of the Original
Agreement the Supplemental Agreement, which are filed as Exhibits 10.1 and 10.2 to this Report on Form 6-K, respectively, and are incorporated
herein by reference.
On
August 29, 2025, the Astra Shareholders transferred all of their equity interest in Astra to the Company and Astra became a wholly-owned
subsidiary of the Company.
EXHIBIT
INDEX
| Number |
|
Description
of Exhibit |
| |
|
|
| 10.1 |
|
English Translation of Share Exchange Acquisition Agreement, dated February 28, 2025, by and between NWTN Inc. and Astra Mobility Meta (Cayman Islands) Limited |
| 10.2 |
|
Supplemental Agreement, dated May 25, 2025, by and among NWTN Inc., Astra Mobility Meta (Cayman Islands) Limited, Easymeta Journey Limited (British Virgin Islands) and Planeter Future Holding Limited |
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 12, 2025 |
Robo.ai Inc. |
| |
|
|
| |
By: |
/s/ Benjamin
Bin Zhai |
| |
Name: |
Benjamin Bin Zhai |
| |
Title: |
Chief Executive Officer |
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