robo.ai inc-b美国存托凭证招股说明书(2025-10-14版)

Prospectus Supplement No.4(To Prospectus datedSeptember 25, 2025) Robo.ai Inc. UP TO 295,145,910 CLASS B ORDINARY SHARES This prospectus supplement is being filed to update and supplement the information contained in the prospectus datedSeptember 25, 2025 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our RegistrationStatement on FormF-1 (Registration No.333-289926),as amended and supplemented, with the information contained in our CurrentReport on Form6-K, furnished with the Securities and Exchange Commission on October 10, 2025. The Prospectus relates to thepotential offer and sale from time to time by the selling securityholders named in the Prospectus or their pledgees, donees, transferees,assignees or other successors in interest (that receive any of the securities as a gift, distribution, or other non-salerelated transfer) ofup to 295,145,910 ClassB ordinary shares, par value US$0.0001 per share, of Robo.ai Inc. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our Class B ordinary shares are listed on the Nasdaq Stock Market LLC, or Nasdaq, under the trading symbol “AIIO.” OnOctober 13, 2025, the closing price of our Class B ordinary shares on Nasdaq was $1.52. We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendmentsor supplements as required. You should read the entire Prospectus, this prospectus supplement and any amendments or supplementscarefully before you make your investment decision. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page17 of the Prospectusfor a discussion of information that should be considered in connection with an investment in our securities. Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or determined if thisprospectus supplementor the Prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The date of this prospectus supplement is October 14, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2025 Commission File Number: 001-41559 Robo.ai Inc.(Translation of registrant’s name into English) Office 114-117, Floor 1, Building A1Dubai Digital Park, Dubai Silicon OasisDubai, 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 Partnership and Vehicle Procurement Agreement On October 9, 2025, Astra Mobility Meta (Cayman) Limited (“Astra”), an autonomous vehicles company in the Middle Eastand a wholly owned subsidiary of Robo.ai Inc., a Cayman Islands exempted company, entered into a partnership agreement (the“Agreement”) with W Motors Automotive Group Holding Limited Dubai Branch, a company providing turnkey mobility services within-house design, engineering and manufacturing capabilities and mobility fleet solutions to governments and corporates in the MiddleEast and North Africa region (“W Motors”) to establish a strategic collaboration focused on the joint development as well asprocurement and deployment of electric and autonomous vehicle solutions in the Middle East and other target markets. Under the Agreement, Astra and W Motors will collaborate on the design, engineering, prototyping and manufacturing of lastmile delivery vehicles, multi-purpose autonomous vehicles (including autonomous delivery solutions), and electric utility vehicles(collectively, the “Vehicles”) tailored to the operational needs of W Motors’ clients. Upon successful development and testing of theVehicles, W Motors has committed to procure 30,000 Vehicles over a period of five years. The Agreement further provides W Motorswith exclusivity for manufacturing of the Vehicles, subject to limitations. Either party may terminate the Agreement upon written notice in the event of a material breach not cured within thirty (30)days, repeated breaches, insolvency, cessation of business, or other specified events. The Agreement may also be terminated uponexecution of a superseding agreement between the parties. In the event Astra terminates prior to completion of the project, Astra isrequired to refund any development payments made by W Motors within sixty (