Robo.ai Inc. (NWTNW) sets up Gulf JV for commercial vehicle sales

Rhea-AI Filing Summary

Robo.ai Inc. reports that its affiliate Robo.ai Investments L.L.C.-FZ has signed a 20-year joint venture agreement with JW Global Holding L.L.C-FZ to form RJ Investment L.L.C.-FZ in the United Arab Emirates. The new company will import, market and sell commercial vehicles, both battery and combustion engine powered, with aftersales services across Pakistan and the wider Gulf and Arabian Peninsula region.

Robo Investments will initially own 51% of the JV and JW 49%, with both contributing commercial vehicle networks and a combined initial seed funding of $5,000. A management equity incentive pool equal to 20% of fully diluted capital will later be carved out, leaving Robo Investments with 40.8% and JW with 39.2% once fully allocated, and vesting tied to performance targets.

Robo Investments will control three of five board seats and appoint the chairman and CFO, while the CEO is jointly appointed. Profits and losses will follow ownership stakes, subject to reserves and working capital. The agreement also sets detailed rules on major corporate approvals, intellectual property ownership, confidentiality, termination for material breach and rights of first refusal and tag-along in certain equity sales.

Insights

Equity analyst – international expansion and governance

Robo.ai structures a controlled vehicle-sales JV across Pakistan and the Gulf with performance-based management incentives.

The agreement creates RJ Investment L.L.C.-FZ to handle import, marketing, sales and aftersales service for commercial vehicles in Pakistan and the Gulf and Arabian Peninsula. Robo.ai’s affiliate holds an initial 51% stake versus JW’s 49%, and contributes supply chain access in China, while JW brings distribution and service capabilities in the target region. The disclosed initial seed funding of $5,000 suggests the venture is at an early setup stage.

Governance favors Robo.ai’s side, with three of five board seats, the chairman and the CFO, while the CEO is jointly chosen. A management equity pool equal to 20% of fully diluted capital, vesting on key performance indicators, aligns management with growth in the business, reducing free float from the founding partners to 40.8% and 39.2%. Key decisions such as large borrowings, capital infusions, M&A and related-party deals above $50,000 require board approval, adding control but also process steps for scaling.

Intellectual property created within the JV stays with the JV, while each party retains pre-existing IP and receives certain non-exclusive licenses for improvements. The 20-year term, coupled with termination, buyout, right-of-first-refusal and tag-along provisions, sets a long-duration framework but allows responses to material breach, insolvency or ownership changes. Actual financial impact will depend on how quickly the JV can build volumes and service revenue in the defined territory.

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FAQ

What joint venture did Robo.ai Inc. (NWTNW) recently enter into?

Robo.ai’s affiliate Robo.ai Investments L.L.C.-FZ signed a 20-year joint venture agreement with JW Global Holding L.L.C-FZ to form RJ Investment L.L.C.-FZ in the United Arab Emirates.

What business will the new RJ Investment L.L.C.-FZ pursue for Robo.ai Inc. (NWTNW)?

The joint venture will import, purchase, market and sell commercial vehicles, both battery and combustion engine powered, and provide related aftersales services in Pakistan and the Gulf and Arabian Peninsula region.

How is ownership of the Robo.ai Inc. (NWTNW) joint venture structured?

Initially, Robo.ai Investments will own 51% and JW Global Holding 49%. After creating a 20% management equity pool, Robo Investments will hold 40.8%, JW will hold 39.2%, and management will hold 20% on a fully diluted basis.

Who controls the board and management in the Robo.ai Inc. (NWTNW) joint venture?

The board will have five members, with three appointed by Robo Investments and two by JW. Robo Investments appoints the chairman and the CFO, while the CEO is jointly appointed by both parties.

How will profits and losses from the Robo.ai Inc. (NWTNW) joint venture be shared?

Net annual profits and losses will be allocated to Robo Investments and JW on a pro rata basis according to their ownership percentages, after statutory reserves, taxes, debt repayment and working capital needs.

What protections and rights are included in the Robo.ai Inc. (NWTNW) joint venture agreement?

The agreement includes confidentiality obligations, IP ownership rules, termination for material breach with possible damages, buyout rights in cases like insolvency or change of control, and rights of first refusal and tag-along if more than 25% of JV equity is sold to a third party.

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.

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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

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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 22, 2025	Robo.ai Inc.
	By:	/s/ Benjamin Bin Zhai
	Name:	Benjamin Bin Zhai
	Title:	Chief Executive Officer

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