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
Joint
Venture Agreement
On
September 19, 2025, Robo.ai Investments L.L.C.-FZ (“Robo Investments”), a Dubai incorporated company and an affiliate of
Robo.ai Inc., a Cayman Islands company, entered into a joint venture agreement (the “Joint Venture Agreement”) with JW
Global Holding L.L.C-FZ (“JW,” and together with Robo Investments, the “Parties”), to establish a limited
liability company in the United Arab Emirates under Abu Dhabi Global Market or Dubai International Financial Centre regulations
under the proposed name RJ Investment L.L.C.-FZ (subject to registration/authority approval) (the “JV Company”). The JV
Company will engage in the import, purchase, marketing and sale of commercial vehicles (battery or combustion engine powered) and
provision of related aftersales service within Pakistan, the Gulf and Arabian Peninsula region (the
“Territory”).
Pursuant
to the Joint Venture Agreement, Robo Investments will hold 51% of the JV Company’s equity interest and JW will hold 49%. Robo Investments
will contribute its commercial vehicle supply chain resources and network in China, while JW will contribute its commercial vehicle importation,
distribution, sales, service resources and network within the Territory. The Parties will also make proportionate cash contributions
as required to meet registered capital requirements and the need of initial seed funding in the amount of $5,000. Future capital contribution
shall be subject to the approval of the board of directors of the JV Company (the “Board”).
The
Joint Venture Agreement further provides for the creation of a management equity incentive pool within 90 days after the incorporation
of the JV Company, representing 20% of the fully diluted share capital, to be allocated from the Parties’ equity, resulting in
fully diluted holdings of 40.8% of the JV Company’s equity interest by Robo Investments, 39.2% by JW and 20% by the management
pool. The vesting of management equity pool shall be contingent upon the achievement of certain key performance indicators. All shareholder
rights and obligations associated with the management equity pool are fully delegated to and shall be exclusively exercised by Robo Investments.
The
Board will comprise five members, of whom three shall be appointed by Robo Investments and two by JW, with the Chairman appointed by
Robo Investments. The Chief Executive Officer of the JV Company will be jointly appointed by both Parties, while the Chief Financial
Officer will be appointed by Robo Investments. Certain major corporate actions (including, but not limited to, annual budgets, capital
infusions, issuance and redemption, debt issuance, M&A transactions, related-party transaction exceeding $50,000, equity transfers,
bank borrowing of $500,000 or more, and liquidation) will require Board approval.
Net
annual profits and losses will be allocated to the Parties on a pro rata basis according to their respective ownership percentages, subject
to statutory reserves, taxes, debt repayment, and working capital requirements. Retained earnings must cover at least twelve months of
forecast operating expenses and any additional amounts reasonably determined by the Board. Distributions, if any, will be made within
90 days of Board approval of the annual statutory audit.
All
pre-existing intellectual property of each Party will remain the property of that Party. Intellectual property developed by the JV Company
will be owned by the JV Company, and improvements incorporating a Party’s pre-existing IP will be owned by the JV Company, with
the contributing Party receiving a non-exclusive, royalty-free, worldwide license for use outside the Territory and outside the JV Company’s
authorized business scope. The Joint Venture Agreement also requires both Parties to maintain strict confidentiality of all business,
technical, and contractual information during the term of the Joint Venture Agreement and for five years thereafter, subject to limited
exceptions for disclosures required by law or regulation.
The
Joint Venture Agreement has a term of 20 years and may be renewed by mutual written consent. In the event of a material breach by any
Party, the non-breaching Parties may terminate the Joint Venture Agreement and claim compensatory damages. Parties are entitled to buyout
rights in the event of other Party’s material breach, insolvency, liquidating or change of control. In the event of a sale of more
than 25% of equity interest in the JV Company to a third party, the non-selling Parties are entitled to the right of first refusal and
a tag-along right.
The
foregoing summary of the Joint Venture Agreement is not complete and is subject to, and qualified in its entirety by, the full text of
the Joint Venture Agreement, a copy of which is attached as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.
EXHIBIT
INDEX
| Number |
|
Description
of Exhibit |
| |
|
|
| 10.1 |
|
Joint Venture Agreement, dated September 19, 2025, by and between Robo.ai Investments L.L.C.-FZ and JW Global Holding L.L.C-FZ |
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 22, 2025 |
Robo.ai Inc. |
| |
|
|
| |
By: |
/s/ Benjamin
Bin Zhai |
| |
Name: |
Benjamin Bin Zhai |
| |
Title: |
Chief Executive Officer |
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