Robo.ai Inc-美国纳斯达克招股说明书（2026年2月10日版）

Prospectus Supplement No.2(To Prospectus DatedJanuary 12, 2026) Robo.ai Inc. Up to 150,500,000 Class B Ordinary Shares This prospectus supplement is being filed to update and supplement the information contained in the prospectus datedJanuary 12, 2026, which forms a part of our registration statement on FormF-1 (Registration No.333-292526),as amended andsupplemented, with the information contained in our current report on Form6-K furnished with the U.S. Securities and ExchangeCommission on February 10, 2026. The prospectus relates to the potential offer and sale from time to time by the selling 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 Our Class B ordinary shares are listed on the Nasdaq Stock Market LLC, or Nasdaq, under the ticker symbol “AIIO.” OnFebruary 9, 2026, the closing price of our Class B ordinary shares on Nasdaq was US$0.1733. 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 your 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 to The date of this prospectus supplement is February 10, 2026. Entry into a Joint Venture Agreement Robo.ai Inc. (the “Company”) entered into a joint venture agreement dated as of February 9, 2026 through its indirectlywholly owned subsidiary, Robo.ai Investments L.L.C.-FZ, with DaBoss.AI Inc. in connection with a proposed establishment of jointventure under the laws of the United Arab Emirates to establish an Embodied AI Data Collection Center within the territories of theGulf Cooperation Council. Robo.ai Investments L.L.C.-FZ is responsible for all non-technical infrastructure and operational support, Pursuant to the joint venture agreement, the Company will beneficially own 51% of the joint venture and thus willconsolidate its financial results under U.S. GAAP. Both parties agree that additional shareholders may participate in the joint venturebased on strategic business and operational development needs. The joint venture is expected to be established within 60 days after theexecution of the joint venture agreement. The board of directors of the joint venture will consist of five persons, three of whom will be The first major project planned by the joint venture will be the deployment of an initial distributed data collection network All business opportunities involving data collection and annotation services utilizing robotic terminals or robotic arms inphysical location in the Gulf Cooperation Council region must be executed exclusively by the joint venture, and any party divertingthis business will be subject to financial penalties. The joint venture will serve as the preferred provider for data collection outside of The joint venture agreement has a term of 10 years, which can be renewed by written mutual consent or terminated by theboard of directors of the joint venture or otherwise pursuant to the terms of the joint venture agreement. The joint venture agreement EXHIBIT INDEX 99.1Joint Venture Agreement dated as of February 9, 2026 between Robo.ai Investments L.L.C.-FZ and DaBoss.AI Inc. 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. Date: February 10, 2026 JOINT VENTURE AGREEMENT This Agreement is made effective as of 9 February 2026, by and between: Robo.ai Investments L.L.C.-FZ, a Dubai incorporated company with its principal office in Meydan Grandstand, 6th floor, MeydanRoad, Nad AI Sheba, Dubai, U.A.E. (hereinafter “Party A”), and DaBoss.AI Inc., a United States incorporated company with address at 160 E Tasman, Suite 125 & 126, San Jose, CA 95134(hereinafter referred to as “Party B”); Party A and Party B are collectively referred to herein as the “Parties” and individually as a “Party.” RECITALS WHEREAS, Party A is a technology company based in the UAE, dedicated to developing a global AI-enabled robotics platform. Thecompany aims to create a decentralized AI network for connecting AI terminals and promoting an intelligent future. Their focus WHEREAS, Party B