Robo.ai reaffirms 1-for-25 reverse split for Nov. 6

The stated purpose is to meet Nasdaq’s $1.00 minimum bid-price requirement; the company says the split will not be accompanied by new financing.

Available on EDGAR 11/04/2026 - 06:04 AM EST Accepted by SEC EDGAR 11/04/2026 - 06:01 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Robo.ai Inc. (AIIO) reaffirmed its previously announced and approved 1-for-25 reverse stock split of all classes of ordinary shares, effective at the opening of trading, U.S. Eastern time, on November 6, 2026. Class B shares will begin split-adjusted trading then under the existing ticker symbol AIIO.

The company states that Class A shares issued and outstanding will change from 13,817,501 before the split to 552,700 after; Class B shares will change from 222,116,290 to 8,894,680. The split is being implemented to meet Nasdaq’s $1.00 minimum bid price requirement. Floor prices of outstanding convertible notes will be adjusted by a factor of 25 under their terms, subject to further adjustments. The split is not accompanied by new financing.

Filing Explained

The company says the split leaves percentage ownership unchanged except for possible effects from fractional-share treatment.

The company reiterates that its approved reverse split takes effect at the opening of trading on November 6, 2026; the relative voting rights of Class A and Class B shares will remain unchanged.

Outstanding options, warrants and other applicable convertible securities will be adjusted proportionately under their respective terms.

Fractional shares will not be issued; they will be aggregated and, if possible, sold, with proceeds distributed to the underlying holders.

Separately from the split, as of the November 3, 2026 release, the company reported no current near-term plans for new variable-rate equity financing, except additional closings or draws under existing facilities; it said it intends to pursue alternatives including supply-chain financing or subsidiary-level raises.

Key Figures

Reverse stock split ratio: 1-for-25 Class A ordinary shares issued and outstanding before split: 13,817,501 shares Class A ordinary shares issued and outstanding after split: 552,700 shares +4 more

7 metrics

Reverse stock split ratio 1-for-25 Effective November 6, 2026

Class A ordinary shares issued and outstanding before split 13,817,501 shares Before the reverse stock split

Class A ordinary shares issued and outstanding after split 552,700 shares After the reverse stock split

Class B ordinary shares issued and outstanding before split 222,116,290 shares Before the reverse stock split

Class B ordinary shares issued and outstanding after split 8,894,680 shares After the reverse stock split

Nasdaq minimum bid price requirement $1.00 per share The stated purpose of the reverse stock split

Convertible note floor price adjustment factor 25 Applied proportionately under the terms of outstanding convertible notes

Key Terms

reverse stock split, minimum bid price requirement, floor prices, convertible notes, +1 more

5 terms

reverse stock split financial

"1-for-25 reverse stock split of all classes of the Company’s ordinary shares"

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

minimum bid price requirement regulatory

"meet the Nasdaq listing requirements to regain minimum bid price requirement"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

floor prices financial

"the floor prices of all outstanding convertible notes"

A floor price is the minimum price at which a security, asset, or offering will be accepted or allowed to trade; it acts like the lowest rung on a ladder that sellers won’t go below. Investors watch floor prices because they create a visible limit on downside risk, influence how easily an asset can be bought or sold, and shape expectations about future returns—similar to a safety net that can stabilize value but may also reduce trading activity.

convertible notes financial

"all outstanding convertible notes will be proportionately adjusted"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

fractional shares financial

"All fractional shares resulting from the reverse stock split"

Fractional shares are portions of a whole share of a stock or fund, allowing investors to own less than one full unit. They make it possible to invest a specific dollar amount rather than buy whole shares, like buying a slice of a pizza instead of the entire pie. For investors this lowers the cost barrier, helps with diversification, and lets you reinvest dividends or purchase expensive stocks in small, precise amounts.

Stock Split

1-for-25 reverse split · Effective November 6, 2026

Split Ratio 1-for-25 reverse split

Effective Date November 6, 2026

Shares Before Split 13,817,501

Shares After Split 552,700

Other Share Class After Split 8,894,680

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is AIIO’s reverse stock split ratio and effective date?

AIIO’s reverse stock split is 1-for-25 and takes effect at the opening of trading, U.S. Eastern time, on November 6, 2026.

How many AIIO Class B shares will be outstanding after the reverse split?

Robo.ai states that 8,894,680 Class B ordinary shares will be issued and outstanding after the split.

How will AIIO’s reverse split affect convertible note floor prices?

The floor prices of all outstanding convertible notes will be proportionately adjusted by a factor of 25 under the notes’ terms, subject to further adjustments set out in the notes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 November 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 ☐

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release — Robo.ai Inc. Reaffirms the Upcoming Reverse Stock Split

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: November 4, 2026	By:	/s/ Benjamin Bin Zhai
	Name:	Benjamin Bin Zhai
	Title:	Chief Executive Officer

Exhibit 99.1

Robo.ai Inc. Reaffirms the Upcoming Reverse Stock Split

DUBAI, UAE, November 3, 2026 — Robo.ai Inc. (Nasdaq: AIIO) (the “Company”), a UAE-based, U.S.-listed technology company, today reaffirmed its previously announced and approved 1-for-25 reverse stock split of all classes of the Company’s ordinary shares, including the Class A ordinary shares and the publicly traded Class B ordinary shares, effective at the opening of trading, U.S. Eastern time, on November 6, 2026.

Before the reverse stock split, there were 13,817,501 Class A ordinary shares and 222,116,290 Class B ordinary shares issued and outstanding. After the reverse stock split, there will be 552,700 Class A ordinary shares and 8,894,680 Class B ordinary shares issued and outstanding. The Company’s Class B ordinary shares will begin trading on an adjusted basis giving effect to the reverse stock split at the opening of trading, U.S. Eastern time, on November 6, 2026 under the existing ticker symbol “AIIO.” The new CUSIP number of the Company’s Class B ordinary shares will be G6693P130.

Purpose and Nasdaq Listing Requirements. The reverse stock split is being implemented to meet the Nasdaq listing requirements to regain minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2). As a result of the reverse stock split, the trading price of the Class B ordinary shares is expected to increase proportionately after the effectiveness of the reverse stock split, although the Company can give no assurance that the trading price of the Class B ordinary shares after the reverse stock split will be equal to or greater than 25 times the trading price before the reverse stock split.

Conversion Floor Price Adjustment. In connection with the reverse stock split, the floor prices of all outstanding convertible notes will be proportionately adjusted by a factor of 25, in accordance with the terms of the notes, subject to further adjustments as set out in the notes.

No Accompanying Financing and Future Financing Strategy. The reverse stock split will not be accompanied by new financing. Other than additional closings or draws under existing facilities, as of the date of this release the Company has no current plans to enter into new variable rate equity financing arrangements in the near term. For ongoing capital needs, the Company intends to pursue alternative instruments, such as supply chain financing or subsidiary-level capital raises, with the objective of maximizing equity value and minimizing dilution at the listing company level.

Shareholder Impact and General Provisions. The reverse stock split affects all shareholders uniformly and will not alter any shareholder’s percentage interest in the Company’s outstanding share capital or the relative voting rights of the Class A and Class B ordinary shares, except for adjustments that may result from the treatment of fractional shares. Outstanding Company options, warrants, and other applicable convertible securities will be proportionately adjusted in accordance with their respective terms. All fractional shares resulting from the reverse stock split will be disregarded and not be issued to the shareholders of the Company but all such fractional shares will be aggregated and, if possible, sold and distributed to the underlying shareholders. Odyssey Transfer and Trust Company is acting as the exchange agent for the reverse stock split. Shareholders holding shares in book-entry form or through a bank, broker, or other nominee will have their positions automatically adjusted and are not required to take any action.

About Robo.ai Inc.

Robo.ai Inc. (Nasdaq: AIIO), headquartered in Dubai, United Arab Emirates, is a Nasdaq-listed technology group building intelligent infrastructure across four platforms: artificial intelligence; robotics and smart mobility; advanced manufacturing; and digital assets and capital. Its industrial group, Alif Holding, is dedicated to building intelligent industries through the development, integration and manufacturing of AI systems, serving government, public sector and mission-critical domains. Through its subsidiary Neurovia AI, the Company develops AI software and visual data infrastructure. Quantum Core Capital (“QC Capital”), its AI-powered deep-tech holding and venture-building platform, incubates, invests in and operates businesses across artificial intelligence, robotics, digital infrastructure and the next-generation digital economy.

Forward-Looking Statements

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 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’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: Robo.ai’s strategies, future business development, and financial condition and results of operations; Robo.ai’s limited operating history in its current business; Robo.ai’s ability to generate positive cash flow and profits; Robo.ai’s ability to compete successfully; Robo.ai’s ability to build its brand and withstand negative publicity; and changes in customer demand and government incentives, subsidies, or other favorable government policies. Further information regarding these and other risks is included in Robo.ai’s filings with the SEC. All information provided in this press release is as of the date of this press release, and Robo.ai does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For investor and media inquiries, please contact: 

For investors:
Robo.ai Inc. Investor Relations
E-mail: ir@roboai.group

For media:
Robo.ai Inc. Corporate Communications
E-mail: pr@roboai.group

Website: www.roboai.group

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE - ROBO.AI INC. REAFFIRMS THE UPCOMING REVERSE STOCK SPLIT 10.7 KB