Robo.ai美股招股说明书(2026-07-24版)

Prospectus Supplement No.2(To Prospectus DatedJuly 10, 2026) Robo.ai Inc. Up to 22,343,750 Class B Ordinary Shares This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated July10, 2026, which forms a part of our registration statement on FormF-1 (Registration No.333-296767),as amended and supplemented,with the information contained in our current report on Form6-K/A furnished with the U.S. Securities and Exchange Commission onJuly 17, 2026. The prospectus relates to the potential offer and sale from time to time by the selling shareholder named therein or itspledgees, donees, transferees, assignees, or other successors in interest (that receive any of the securities as a gift, distribution, or othernon-salerelated transfer) of up to 22,343,750 ClassB ordinary shares, par value US$0.002 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 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.” On July16, 2026, the closing price of our Class B ordinary shares on Nasdaq was US$4.15. 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 page18 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 July 17, 2026. REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2026 Commission File Number: 001-41559 Meydan Grandstand, 6th floorMeydan RoadNad Al Sheba, DubaiUnited 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☐ EXPLANATORY NOTE As previously reported on our Report of Foreign Private Issuer onForm 6-Kfiled with the Securities and Exchange Commission onJuly 15, 2026 (the “Original 6-K”), on such date, Robo.ai Inc. (Nasdaq: AIIO) (“Robo.ai” or the “Company”), a UAE-based, U.S.-listed company, entered into a securities purchase agreement with a certain institutional investor (the “Note Investor”) dated as of July15, 2026 (the “SPA”) pursuant to which the Company agreed to issue and sell to the Buyer a new series of senior convertible notes ofthe Company in an aggregate original principal amount of up to $37.5 million (the “Notes”). We are filing this amendment to theOriginal 6-K (the “Amendment”) to update the form of Note furnished as an exhibit thereto as an incorrect form was inadvertentlyfurnished as well as to update the corresponding disclosure regarding the Notes. In addition, we are also updating the Original 6-K todisclose the completion of the initial closing pursuant to the SPA. This Amendment amends and restates the Original 6-K in its entirety as set forth below. Entry into a Convertible Note Facility On July 15, 2026, the Company entered into the SPA with the Note Investor, pursuant to which the Company agreed to issue and sell,and the Note Investor agreed to purchase, in multiple closings pursuant to private placement exemptions under Section 4(a)(2) of theSecurities Act of 1933 and Rule 506(b) of Regulation D promulgated thereunder and subject to the satisfaction or waiver of certainclosing conditions, a new series of senior convertible notes of the Company in an aggregate original principal amount of up to $37.5million (the “Notes”). The Notes are convertible into the Company’s Class B ordinary shares, par value $0.002 per share, at a purchaseprice of US$920 per US$1,000 of principal amount. The Company will issue and sell to the Note Investor (i) an initial Note in the aggregate principal amount of US$12.5 million (the“Initial Note”) for a purchase price of US$11.5 million in an initial closing, and (ii) a second Note in the aggregate principal amount ofUS$12.5 million (the “Second Notes”) for a purchase price of US$