Robo.ai Inc-美国存托股票招股说明书(2025-10-23版)

Prospectus Supplement No.5(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, which forms a part of our registration statement on FormF-1 (Registration No.333-289926),as amended andsupplemented, with the information contained in our current report on Form6-K furnished with the U.S. Securities and ExchangeCommission on October 23, 2025. The prospectus relates to the potential offer and sale from time to time by the sellingsecurityholders named therein or their pledgees, donees, transferees, assignees, or other successors in interest (that receive any of thesecurities as a gift, distribution, or other non-salerelated transfer) of up to 295,145,910 ClassB ordinary shares, par value US$0.0001per 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 informationtherein 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 ticker symbol “AIIO.” OnOctober 22, 2025, the closing price of our Class B ordinary shares on Nasdaq was US$0.9419. We may further amend or supplement the prospectus from time to time by filing amendments or supplements as required. Youshould read the entire prospectus, this prospectus supplement, and any amendments or supplements carefully before you make yourinvestment 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 23, 2025. For the month of October 2025 Office 114-117, Floor 1, Building A1Dubai Digital Park, Dubai Silicon OasisDubai, United Arab Emirates(Address of principal executive offices) 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☐ EXHIBIT INDEX ExhibitNumberDescription3.1Fourth Amended and Restated Memorandum and Articles of Association99.1Press Release — Robo.ai Inc. Announces Results of Extraordinary General Meeting SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized. Robo.ai Inc. Dated October 23, 2025 Companies Act (Revised) Company Limited by Shares FOURTH AMENDED ANDRESTATED MEMORANDUM OFASSOCIATION OFRobo.ai Inc. (Adopted by special resolution on October 23, 2025) Companies Act (Revised)Company Limited by SharesFourth Amended andRestated Memorandum ofAssociation ofRobo.ai Inc.Adopted by special resolution on October 23, 2025 The name of the Company isRobo.ai Inc. The Company’s registered office will be situated at the office of ICS Corporate Services (Cayman) Limited, 3-212 GovernorsSquare, 23 Lime Tree Bay Avenue, P.O. Box 30746, Seven Mile Beach, Grand Cayman, KY1-1203, Cayman Islands or atsuch other place in the Cayman Islands as the directors may at any time decide. The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has fullpower and authority to carry out any object not prohibited by any law of the Cayman Islands. The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27(2) of theCompanies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacityirrespective of any question of corporate benefit. Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without beingduly licensed, namely: (a)the business of a bank or trust company without being licensed in that behalf under the Banks and Trust CompaniesAct (Revised); or(b)insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent orbroker without being licensed in that behalf under the Insurance Act (Revised);or(c)the business of company management without being licensed in that behalf under the Companies Management Act(Revised). The Company will not trade in