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 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
Entry into a Standby Equity Purchase Agreement
On September
3, 2025 (the “Effective Date”), Robo.ai Inc., a Cayman Islands exempted company (the “Company”), entered into
a standby equity purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), pursuant to
which the Company shall have the right, but not the obligation, to issue and sell to Yorkville, and Yorkville shall have the obligation
to subscribe for, Class B ordinary shares of the Company, par value $0.0001 per share (“Class B Ordinary Shares”), for an
aggregate subscription amount of up to $100.0 million (the “Commitment Amount”), at any time during the commitment period
of 24 months from the Effective Date (each such occurrence, an “Advance”), subject to the restrictions and satisfaction of
the conditions in the Purchase Agreement.
Pursuant to the Purchase
Agreement, the Company may, at its sole discretion, deliver advance notices (the “Advance Notices”) to Yorkville
specifying the number of shares it wishes to sell (the “Advance Shares”), subject to certain limitations including a cap
under which the beneficial ownership by Yorkville and its affiliates (on an aggregated basis) shall not exceed 4.99% of the
Company’s outstanding voting power or number of Class B Ordinary Shares at any time. The number of Advance Shares shall not
exceed the average of the daily traded amount during the five consecutive trading days immediately preceding an Advance Notice, unless otherwise agreed to in writing by the Company and Yorkville. The
purchase price for each Advance is equal to 97% of the lowest daily volume-weighted average price (“VWAP”) of the Class
B Ordinary Shares during the three consecutive trading days commencing on the date of the Advance Notice, subject to adjustments for
excluded trading days if the VWAP falls below any specified minimum acceptable price set by the Company in the Advance Notice.
The Company
paid Yorkville a structuring fee in the amount of $25,000. In addition, as consideration for Yorkville’s subscription commitment,
the Company will pay a commitment fee equal to 0.75% of the Commitment Amount (the “Commitment Fee”) in the form of,
at the Company’s discretion, cash or Class B Ordinary Shares (the “Commitment Shares”), which is equal to the Commitment
Fee divided by the average of the daily VWAPs of the Class B Ordinary Shares during the three trading days immediately prior to the Effective
Date. 50% of the Commitment Fee shall be due within three trading days of the Effective Date and the remaining 50% shall be due 180 days
following the Effective Date. The Company has agreed to file a registration statement (the “Registration Statement”) for the
resale of the Commitment Shares issuable under the Purchase Agreement and has no ability to request any Advance until the effectiveness
of the Registration Statement.
The Purchase Agreement may be terminated (a) automatically on the earlier
of (i) the 24-month anniversary of the Effective Date and (ii) the date Yorkville have made payment of Advances equal to the Commitment
Amount or (b) by the Company with five trading days’ prior written notice, provided there are no outstanding Advance Notices and
all amounts owed to Yorkville have been paid. In addition, the Purchase Agreement may be terminated at any time by the mutual written
consent of both parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. Yorkville
has agreed not to engage in any short selling of Class B Ordinary Shares during the term of the Purchase Agreement. The Purchase Agreement
contains customary representations, warranties, covenants, closing conditions and indemnification provisions.
The foregoing description
of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement,
the form of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Exhibit Index
| Exhibit No. |
|
Description |
| 10.1 |
|
Standby Equity Purchase Agreement, dated September 3, 2025, by and between Robo.ai Inc. and YAA II PN, Ltd. |
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 4, 2025 |
Robo.ai Inc. |
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|
|
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By: |
/s/ Benjamin Bin Zhai |
| |
Name: |
Benjamin Bin Zhai |
| |
Title: |
Chief Executive Officer |
