UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-41559
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Robo.ai Inc.
(Registrant’s Name)
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Meydan Grandstand, 6th floor
Meydan Road, Nad Al Sheba
Dubai
United Arab Emirates
(Address of principal executive offices)
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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
Number |
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Description |
| 99.1 |
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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.
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Robo.ai Inc. |
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| Date: April 1, 2026 |
By: |
/s/ Benjamin
Bin Zhai |
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Name: |
Benjamin Bin Zhai |
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Title: |
Chief Executive Officer |
Exhibit 99.1
Robo.ai Inc. Announces Reverse Stock Split
DUBAI, UAE, April 1, 2026 — Robo.ai Inc. (Nasdaq: AIIO)
(the “Company”), a technology company headquartered in the United Arab Emirates, today announced that it will implement
a 1-for-20 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 8:00 am, U.S. Eastern time, on April 6, 2026. The reverse stock split was
approved by the Company’s board of directors on January 19, 2026 pursuant the Company’s fourth amended and restated
memorandum and articles of association. Before the reverse stock split, there were 36,350,011 Class A ordinary shares and
355,750,058 Class B ordinary shares. After the reverse stock split, there will be 1,817,501 Class A ordinary shares and 17,787,525
Class B ordinary shares. 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 market, U.S. Eastern time, on April 6, 2026 under the existing ticker symbol
“AIIO.” The new CUSIP number of the Company’s Class B ordinary shares will be G6693P122.
The reverse stock split is being implemented to regain compliance with
the US$1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market with respect to the Company’s Class
B ordinary shares. 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 twenty times the trading price before the reverse stock split.
The reverse stock split affects all shareholders uniformly and will
not alter any shareholder’s percentage interest in the Company’s outstanding share capital, 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. No fractional shares will be issued in connection
with the reverse stock split. Shareholders otherwise entitled to receive a fractional ordinary share as a result of the reverse share
split will receive a full ordinary share in lieu of such fractional ordinary share.
About Robo.ai Inc.
Robo.ai Inc. (Nasdaq: AIIO) is a technology company focusing on building
a global AI robotics network platform. Its mission is to integrate intelligent terminals, develop a unified AI operating system, and establish
a smart contract-enabled ecosystem to drive the intelligent era. Robo.ai aims to transform into a decentralized AI asset platform, connecting
all AI terminals and enabling the next wave of asset tokenization and the Internet of Things.
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
