Robo.ai (NWTNW) plans UAE eVTOL joint venture partnership deal in UAE market

Rhea-AI Filing Summary

Robo.ai Inc. has signed a cooperation agreement with EVT Aerotechnics (Nanjing) Co., Ltd. to set up a joint venture company in the United Arab Emirates focused on electric vertical take-off and landing aircraft (eVTOL). The JV will handle global eVTOL sales, establish an SKD/CKD factory in the UAE, distribute aircraft under the "RoVtol" brand, and develop locally tailored models based on existing products.

Robo.ai will provide facilities, government and regulatory support, market access, global business development, and ongoing R&D funding support, in return for a 51% equity stake. EVT will grant a five-year exclusive eVTOL technology and product license outside mainland China, plus technical support and training, for a 49% stake. A five‑member board will be controlled by Robo.ai nominees, with profit and loss sharing aligned to ownership and distributions targeted within 90 days after statutory audits.

New intellectual property created by the JV will be owned by the JV, with royalty‑free licenses back to either party when their existing IP is embedded. The agreement includes termination and buyout rights for material breach, bankruptcy, liquidation, or certain changes of control, rights of first refusal on transfers of 25% or more of equity, and confidentiality and customary protections. The parties aim to sign full definitive agreements within 30 days of the cooperation agreement.

Insights

Aerospace and strategic JV analyst

Robo.ai moves into eVTOL via a UAE joint venture with EVT, taking majority control and shared IP rights.

The agreement positions Robo.ai as the majority owner of a UAE-based eVTOL joint venture focused on global sales, manufacturing via SKD/CKD in the UAE, and localized product development under the "RoVtol" brand. Robo.ai contributes operational infrastructure, regulatory and market access capabilities, plus ongoing R&D funding support, while EVT contributes a five-year exclusive eVTOL technology and product license outside mainland China alongside technical support and training.

Governance is structured with a five-member board where Robo.ai nominates three directors and appoints the chairman and CFO, while EVT nominates two directors and the CEO subject to board approval. Profits and losses follow the 51%/49% ownership split, with distributions within 90 days after statutory audits. Newly developed IP stays with the JV, while embedded pre-existing IP is licensed back royalty‑free to the contributing party, balancing joint asset creation with protection of each side’s technology base.

The agreement also details downside protections: rights to terminate for material breach, fair‑market‑value buyout options if a party faces bankruptcy, liquidation, or a change of control to a competitor, and rights of first refusal on transfers of 25% or more of equity. These terms, together with a commitment to finalize shareholder, licensing, and other definitive agreements within 30 days of signing, provide a structured framework for launching and governing the JV, though actual business impact will depend on execution and subsequent commercial performance.

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 September 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

Cooperation Agreement

On September 6, 2025, Robo.ai Inc., a Cayman Islands exempted company (the “Company”), entered into a cooperation agreement (the “Cooperation Agreement”) with EVT Aerotechnics (Nanjing) Co., Ltd., a company incorporated in the People’s Republic of China (“EVT,” and together with the Company, the “Parties”).

Pursuant to the Cooperation Agreement, the Parties intend to establish a joint venture company in the United Arab Emirates (the “JV Company”). The JV Company will be engaged in (i) the global sales of electric vertical take-off and landing aircraft (“eVTOL”), (ii) the establishment of an eVTOL semi-knocked down (SKD) or completely knocked down (CKD) factory in the UAE, (iii) the global distribution of eVTOL aircraft under the “RoVtol” brand, and (iv) the localized development of eVTOL aircraft based on existing products and tailored for the local market.

The Company will contribute assembly facilities, government relations resources, regulatory approval support, market access support, global market development, and ongoing research and development funding support, and will hold a 51% equity interest in the JV Company. EVT will contribute an exclusive license (which is valid for five years) for eVTOL technology and products outside of mainland China, together with technical support and personnel training services, and will hold a 49% equity interest in the JV Company.

Pursuant to the Cooperation Agreement, the board of directors of the JV Company (the “Board”) shall consist of five members, of which the Company shall nominate three and EVT shall nominate two. In addition, the Company has the right to appointment the Chairman of the Board and the Chief Financial Officer of the JV Company and EVT has the right to nominate the Chief Executive Company, which nomination is subject to the approval of the Board. Certain corporate matters, such as director election, approval of profit distribution plans, changes to share capital, and amendments to company articles of association, require approval by shareholders holding more than two-thirds of the voting rights. The Cooperation Agreement also provides a list of matters that require approval by more than four-fifths of the Board.

Pursuant to the Cooperation Agreement, the annual net profit of the JV Company will be distributed, and any losses borne, in proportion to the Parties’ respective shareholding ratios, within ninety (90) days following completion of the statutory audit. Intellectual property (“IP”) developed during the JV Company’s operations shall be owned by the JV Company, and any JV Company-developed intellectual property that incorporates pre-existing IP of either Party will be licensed back royalty-free to the contributing Party.

In the event of a material breach by one Party of the Cooperation Agreement, the non-breaching Party shall have the right to terminate and pursue liability for breach of contract. In the event of bankruptcy, liquidation, or change of control to a competitor, the non-breaching Party holds rights to acquire the breaching Party’s equity interest at fair market value. Additionally, any transfer of 25% or more of a Party’s equity interest requires the other Party’s right of first refusal under negotiated terms or independent appraisal. The Cooperation Agreement contains confidentiality and other customary provisions.

The Parties commit to negotiating in good faith and using their best efforts to reach and execute definitive agreements, including shareholder agreements, articles of association, technology license agreements and other relevant agreements, within thirty (30) days after the signing of the Cooperation Agreement to govern the JV Company’s formal establishment and operations.

The foregoing summary of the Cooperation Agreement is not complete and is subject to, and qualified in its entirety by, the full text of the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 to this Report on Form 6-K, and is incorporated herein by reference.

On September 10, 2025, the Company issued a press release announcing the entry of the Cooperation Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.

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EXHIBIT INDEX

Number		Description of Exhibit
10.1		Cooperation Agreement, dated September 6, 2025, by and between Robo.ai Inc. and EVT Aerotechnics (Nanjing) Co., Ltd.
99.1		Press Release, dated September 10, 2025.

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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 11, 2025	Robo.ai Inc.
	By:	/s/ Benjamin Bin Zhai
	Name:	Benjamin Bin Zhai
	Title:	Chief Executive Officer

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FAQ

What did Robo.ai Inc. (NWTNW) announce in this Form 6-K?

Robo.ai Inc. announced it entered into a Cooperation Agreement with EVT Aerotechnics (Nanjing) Co., Ltd. to create a joint venture company in the United Arab Emirates focused on global sales, manufacturing, distribution, and localized development of eVTOL aircraft under the "RoVtol" brand.

How will ownership of the new eVTOL joint venture between Robo.ai and EVT be structured?

Robo.ai will hold a 51% equity interest in the joint venture, while EVT will hold a 49% equity interest. Profits and losses of the JV will be allocated according to these shareholding ratios, with distributions targeted within 90 days after completion of the statutory audit.

What are Robo.ai and EVT each contributing to the eVTOL joint venture?

Robo.ai will contribute assembly facilities, government relations resources, regulatory approval and market access support, global market development, and ongoing R&D funding support. EVT will contribute a five-year exclusive license for eVTOL technology and products outside mainland China, together with technical support and personnel training services.

How is the joint venture’s governance structured between Robo.ai and EVT?

The joint venture’s board will have five directors, with Robo.ai nominating three and EVT nominating two. Robo.ai can appoint the chairman of the board and the JV’s CFO, while EVT may nominate the CEO, subject to board approval. Certain key corporate matters require approval by shareholders holding more than two-thirds of voting rights, and other specified matters require approval by more than four-fifths of the board.

Who will own the intellectual property developed by the eVTOL joint venture?

Intellectual property developed during the JV’s operations will be owned by the JV Company. If JV-developed IP incorporates a party’s pre-existing IP, that embedded IP will be licensed back royalty-free to the contributing party, allowing both Robo.ai and EVT to continue using their underlying technologies.

What protections exist if one party breaches the Cooperation Agreement or faces financial distress?

In the event of a material breach, the non-breaching party may terminate the agreement and seek liability for breach of contract. If a party undergoes bankruptcy, liquidation, or a change of control to a competitor, the other party has rights to acquire that party’s JV equity at fair market value. Transfers of 25% or more of a party’s equity interest in the JV also trigger the other party’s right of first refusal.

When do Robo.ai and EVT expect to finalize definitive agreements for the joint venture?

The parties have committed to negotiate in good faith and use their best efforts to execute definitive agreements—such as shareholder agreements, articles of association, and technology license agreements—within 30 days after signing the Cooperation Agreement to formally establish and govern the JV’s operations.