Robo.ai美股招股说明书(2026-07-13版)

Robo.ai Inc. UP TO 22,343,750 CLASS B ORDINARY SHARES This prospectus relates to the offer and sale from time to time by the selling shareholder identified herein(the “Selling Shareholder”) of up to 22,343,750 ClassB ordinary shares, par value US$0.002 per share (the“ClassB ordinary shares”), of Robo.ai Inc. (the “Company”), consisting of up to 22,343,750 ClassB ordinaryshares issuable to the Selling Shareholder upon the conversion or otherwise pursuant to the terms of twoconvertible promissory notes in an aggregate principal amount of up to US$13.0million issued or issuable tothe Selling Shareholder pursuant to that certain Securities Purchase Agreement, dated as of December10, 2025,by and between the Company and the Selling Shareholder (the “Original Securities Purchase Agreement”, andsuch notes, the “Notes”), as amended by that certain Amendment to Securities Purchase Agreement, dated as ofJune5, 2026 (the “SPA Amendment”, and together with the Original Securities Purchase Agreement, the“Securities Purchase Agreement”), based on a conversion premium of 110% and the current floor price of theThird Note (as defined below) of US$0.64 per share. This prospectus also covers any additional ClassB ordinary shares that may become issuable by reason ofshare splits, share dividends, or other anti-dilution events described in the Notes. The actual number of ClassBordinary shares issuable by us pursuant to any conversions or otherwise pursuant to the terms of the Notes willvary depending on the then-current market price of our ClassB ordinary shares and in accordance with theterms and conditions of the Notes. We provide more information about how the Selling Shareholder may sell or otherwise dispose of ClassBordinary shares offered for resale pursuant to this prospectus in the section entitled “Plan of Distribution”onpage122. We will bear all costs, expenses, and fees in connection with the registration of the ClassBordinary shares offered hereby. The Selling Shareholder will receive all commissions and discounts, if any,attributable to its sales of the ClassB ordinary shares offered hereby. The ClassB ordinary shares registered herein are identified in this prospectus as the “RegisteredSecurities.” We will not receive any proceeds from any sale of the Registered Securities by the SellingShareholder. We will pay the expenses associated with registering the resale of the Registered Securities by theSelling Shareholder, as described in more details in the section titled “Plan of Distribution” on page122. The ClassB ordinary shares are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the tradingsymbol “AIIO”. On July 9, 2026, the closing price of the ClassB ordinary shares on Nasdaq was US$3.40. 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 “short-swing” profit recoveryprovisions under Section16 of the ExchangeAct and our principal shareholders are exempt from the reportingprovisions thereof. Moreover, we are not required to file periodic reports and financial statements with the SECas frequently or as promptly as U.S.companies whose securities are registered under the ExchangeAct. See“Prospectus Summary—Implications of Being a Foreign Private Issuer.” In addition, as of July 10, 2026, Mr.Alan Nan Wu, the Executive Chairman of our Board of Directors,indirectly owned 8,817,501 ClassA ordinary shares and 8,622 ClassB ordinary shares through Muse Limited, aCayman Islands company wholly owned by him, and directly owned 440,160 ClassB ordinary shares. Theseordinary shares represent approximately 57.4% of the aggregate voting power of our total issued andoutstanding share capital. As a result, we qualify as a “controlled company” within the meaning of Nasdaq’scorporate 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 committee and compensation committee shall be composed entirely of independent directors. See“Prospectus Summary—Implications of Being a Controlled Company.” Table of Contents Robo.ai Inc. is not an operating company, but a holding company incorporated in the Cayman Islandswith its headquarters in Dubai, UAE.ROBO.AI Holding Limited, a company incorporated in the CaymanIslands and Robo.ai Inc.’s wholly-owned subsidiary, conducts its operations through Roboai Investments L.L.C-FZ, as well as various subsidiaries in Dubai.The securities registered herein are securities of Robo.ai Inc., notthose of its o