Robo.ai Inc-B美股招股说明书(2026-01-14版)

UP TO 150,500,000 CLASS B ORDINARY SHARES This prospectus relates to the offer and sale from time to time by the selling shareholders identified herein(each, a “Selling Shareholder,” and, together, the “Selling Shareholders”) of up to 150,500,000 Class B ordinaryshares, par value US$0.0001 per share (the “Class B ordinary shares”) of Robo.ai Inc. (the “Company”),consisting of: (a) up to 100,000,000 Class B ordinary shares issuable to a Selling Shareholder upon theconversion of convertible promissory notes in an aggregate principal amount of up to US$12.0 million issued orissuable pursuant to that certain Securities Purchase Agreement, dated as of December 10, 2025, by andbetween the Company and the investor named therein (the “Securities Purchase Agreement”, and such notes, the“Notes”), based on a floor price of US$0.12 as of the date of the Securities Purchase Agreement; (b) 50,000,000Class B ordinary shares that the Company may, in its sole discretion, elect to sell to a Selling Shareholderpursuant to that certain Equity Purchase Facility Agreement, dated as of December 11, 2025, by and betweenthe Company and the investor named therein (the “Equity Purchase Facility Agreement” or the “EPFA”); and(c) 500,000 Class B ordinary shares issued to a Selling Shareholder pursuant to that certain Convertible NotePurchase Agreement Termination Agreement dated as of December 10, 2025 and that certain Share SubscriptionAgreement dated as of December 12, 2025 by and between the Company and the investor named therein (the“Burkhan Agreements”). This prospectus also covers any additional ordinary shares that may become issuable by reason of sharesplits, share dividends, or other events described in the Notes. The actual number of ordinary shares issuable byus pursuant to any conversions of the Notes will vary depending on the then-current market price of ourordinary shares and in accordance with the terms and conditions of the Notes. We provide more information about how the Selling Shareholders may sell or otherwise dispose ofClassB ordinary shares offered for resale pursuant to this prospectus in the section entitled “Plan ofDistribution” on page 132. We will bear all costs, expenses, and fees in connection with the registration of theClassB ordinary shares offered hereby. The Selling Shareholders will receive all commissions and discounts, ifany, attributable to its sales of the ClassB ordinary shares offered hereby. The ordinary shares registered herein are identified in this prospectus as the “Registered Securities.” Wewill not receive any proceeds from any sale of the Registered Securities by the Selling Shareholders. We willpay the expenses associated with registering the resale of the Registered Securities by the Selling Shareholders,as described in more details in the section titled “Plan of Distribution” on page 132. The ClassB ordinary shares are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the tradingsymbol “AIIO”. On December 29, 2025, the closing price for the ordinary shares on Nasdaq was US$0.305. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Actof2012(“JOBS Act”) and are therefore eligible to take advantage of certain reduced reporting requirements otherwiseapplicable to other public companies. See “Prospectus Summary—Implications of Being an Emerging GrowthCompany.” We are also a “foreign private issuer,” as defined in the Securities ExchangeActof1934, as amended (the“ExchangeAct”) and are exempt from certain rules under the ExchangeAct that impose certain disclosureobligations and procedural requirements for proxy solicitations under Section14 of the ExchangeAct. Inaddition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing”profit recovery provisions under Section16 of the ExchangeAct. Moreover, we are not required to file periodicreports and financial statements with the SEC as frequently or as promptly as U.S.companies whose securitiesare registered under the ExchangeAct. See “Prospectus Summary—Implications of Being a Foreign PrivateIssuer.” In addition, as of December 22, 2025, Mr.Alan Nan Wu, the Executive Chairman of our Board ofDirectors, indirectly owned 36,350,011 ClassA ordinary shares and 172,427 ClassB ordinary shares throughMuse Limited, a Cayman Islands company wholly owned by him, and directly owned 8,366,363 Class Bordinary shares. These ordinary shares represent approximately 73.8% of the aggregate voting power of ourtotal issued and outstanding share capital. As a result, we qualify as a “controlled company” within the meaningof Nasdaq’s Table of Contents corporate governance standards and have the option not to comply with certain requirements to whichcompanies that are not controlled companies are subject, including the requirement that a majority of our boardof directors shall consist of independent directors and the requirement that our nominating and corporategovernance comm