Robo.ai Inc美股招股说明书(2025-09-26版)

Robo.ai Inc. UP TO 295,145,910 CLASS B ORDINARYSHARES This prospectus relates to the potential offer and sale from time to time by theselling securityholders named in this prospectus or their pledgees, donees,transferees, assignees or other successors in interest (that receive any of thesecurities as a gift, distribution, or other non-sale related transfer)(collectively, the “Selling Securityholders”) of up to 295,145,910 ClassB ordinary shares, par value US$0.0001 per share, of Robo.ai Inc. (the “ClassB ordinaryshares”), which include (i)197,398,930 Class B ordinary shares (collectively, the“Legacy Shares”) beneficially owned by MUSE LIMITED, VISION PATH HOLDINGS LIMITED,GLORY TRUMPINGTON LIMITED, VALUE BLAZE LIMITED, MISHAN LIMITED, MA XIAO, ANXIANGCHUNLTD, DRAGON JADE TECHNOLOGY LTD, YEUNG, FAN DAVID, SUN XIU HON, CHUMS LIMITED, FXGCAPITAL INTL.LIMITED, RALF DEBBAS, GILGAMESH INVESTMENT LIMITED, MAGIC MINERALSLIMITED, KUN RUI INTERNATIONAL DEVELOPMENT LIMITED, LIANHE WORLD LIMITED, TONG, CHIKAR CHARLES, SNOWMAN SPORTS HOLDING LTD, PHOENIX MAN INDUSTRIAL LIMITED, FERENGI GOLDINVESTMENTS L.L.C., HRT INTERNATIONAL TRADING FZE, and DOMMY LIMITED, which wereoriginally acquired at a price ranging from approximately US$0.001 to US$5.0 pershare prior to the Closing Date (as defined below); (ii)30,709,249 Class B ordinaryshares issued on November14, 2022 to ICONIC INVESTMENT ONE SPV RSC LTD pursuant tocertain PIPE subscription agreement entered into in connection with the BusinessCombination (as defined below), at a price of US$10.26 per share; (iii)19,493,177ClassB ordinary shares issued on November 14, 2022 to ZHEJIANG JINHUA JINYI NEWDISTRICT DEVELOPMENT GROUP CO., LTD pursuant to certain PIPE subscription agreemententered into in connection with the Business Combination, at a price of approximatelyUS$10.26 per share; (iv)1,851,852 Class B ordinary shares issued on August 5, 2025to Zhengjian SHI and Zhu LI pursuant to certain share subscription agreements at aprice of US$0.405 per share; (v)2,378,171 Class B ordinary shares beneficiallyowned by W MOTORS AUTOMOTIVE GROUP HOLDING LIMITED (“W MOTORS”), including 308,171shares issued on December29, 2023 to W MOTORS as settlement for certain businesstransaction debt owed by the Company, and 2,070,000shares issued on December 29,2023 to W MOTORS in exchange of for 107,646 restricted ordinary shares of W MOTORS;(vi)32,309,634 Class B ordinary shares issued on August 5, 2025 to VISION PATHHOLDINGS LIMITED, LONG HOPE HOLDINGS LIMITED, Tak Yuen Colin LAW, and SaraInternational Holdings Ltd pursuant to certain share issuance agreements, assettlement for certain payment obligations owed by the company; (vii)10,714,488ClassB ordinary shares issued on August 5, 2025 to JZ&MZ Limited, Alpha BrightOcean Limited, Rainbow Rocket Limited, Ying PEI, Mi LIN, Tianlei HAN, Chi Heng MA,Chi Wa MA, Zhenxing FU, Gang CAO, Meiwei CHENG, Fenggao MIAO, Xiaoming HOU, andYusheng YE (collectively, the “Service Providers”) pursuant to certain stock grantagreements, as consideration for the services performed by the Service Providers tothe Company; and (viii) 290,409 Class B ordinary shares issued on September8, 2025to Liya LIU, Chin-Min PAN, Meiwei CHENG, and Dashuai LI pursuant to certain shareissuance agreements, as consideration for services previously rendered to theCompany. The Selling Securityholders may offer, sell or distribute all or a portion ofthese securities from time to time through public or private transactions, at eitherprevailing market prices or at privately negotiated prices. The SellingSecurityholders may sell these securities through ordinary brokerage transactions, inunderwritten offerings, directly to market makers of our securities or through anyother means described in the section entitled “Plan of Distribution” herein. Inconnection with any sales of securities offered hereunder, the SellingSecurityholders, any underwriters, agents, brokers or dealers participating in suchsales may be deemed to be “underwriters” within the meaning of the SecuritiesActof 1933, as amended (the “Securities Act”). The sales of these securities could result in a significant decline in the publictrading price of the ClassB ordinary shares and could impair our ability to raisecapital through the sale of additional equity securities. Under this prospectus, theSelling Securityholders can sell up to 295,145,910 ClassB ordinary shares,constituting approximately 87.4% of our total issued and outstanding ordinary sharesas of September22, 2025. Given the substantial number of Class B ordinary sharesbeing registered for potential resale by Selling Securityholders pursuant to thisprospectus, the sale of shares by the Selling Securityholders, or the perception inthe market that holders of a large number of our ClassB ordinary shares intend tosell their shares, could increase the Table of Contents volatility of, or result in a significant decline in, the public trading price of theClassB ordinar