Robo.ai Sets 1-for-25 Reverse Split, EGM for October 26

Updates

1. Oct 16, 4:34 PM ET · SEC 6-K — The 6-K adds a record date of October 14, 2026, and a capital increase to 385,000,000 shares comprising 35,000,000 New Class A and 350,000,000 New Class B shares.

   • EGM Logistics — The EGM will be held at 8:30 am U.S. Eastern Time on October 26, 2026, at Meydan Grandstand, Dubai, and via live webcast. The record date for shareholders entitled to notice and vote is close of business on October 14, 2026.
   • Voting Rights — Each Class A ordinary share has twenty-five (25) votes and each Class B ordinary share has one (1) vote. Class A and Class B holders vote together as a single class at the EGM.
   • Share Consolidation — Every twenty-five (25) existing Class A ordinary shares with par value US$0.002 each consolidate into one (1) Class A ordinary share with par value US$0.05, and the same for Class B. The consolidation is effective November 6, 2026.
   • Authorized Capital Increase — Authorized share capital is increased to US$19,250,000 divided into 385,000,000 shares, comprising 35,000,000 New Class A Ordinary Shares and 350,000,000 New Class B Ordinary Shares, each with par value US$0.05. The increase creates an additional 25,000,000 New Class A and 280,000,000 New Class B shares.
   • Trading and CUSIP — Class B ordinary shares begin trading split-adjusted at market opening, U.S. Eastern time, on November 6, 2026 under existing ticker symbol AIIO. The new CUSIP number for the Class B ordinary shares is G6693P130.
   • Convertible Adjustments — Outstanding Company options, warrants, and other applicable convertible securities will be proportionately adjusted in accordance with their respective terms.
   • Seventh M&A — The Seventh Amended and Restated Memorandum and Articles of Association, annexed as Annex A, was adopted by special resolution on October 26, 2026, replacing the existing memorandum and articles. It includes director and officer indemnification, repayment of advance legal costs, and D&O liability insurance provisions.
   • Board Recommendation and Proxies — The Board of Directors recommends a vote FOR on Proposals 1, 1a, 1b, 1c, 1d, 2, 2a, 2b, 3, 3a and 3b. The Named Proxies are Yan Yang and Adrian Wong.
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   • Record date for determining shareholders entitled to notice of and to vote at the EGM is close of business on October 14, 2026.
   • At the EGM, each Class A ordinary share is entitled to twenty-five (25) votes and each Class B ordinary share is entitled to one (1) vote.
   • EGM held at 8:30 am U.S. Eastern Time (4:30 pm Dubai local time) on October 26, 2026 at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates; also via live webcast at www.proxydocs.com/aiio.
   • Every twenty-five (25) existing Class A ordinary shares with par value US$0.002 each consolidate into one (1) Class A ordinary share with par value US$0.05; same for Class B.
   • Authorized share capital increased to US$19,250,000 divided into 385,000,000 shares, comprising 35,000,000 New Class A Ordinary Shares and 350,000,000 New Class B Ordinary Shares.
   • Post-split authorized capital: 35,000,000 New Class A Ordinary Shares and 350,000,000 New Class B Ordinary Shares, each with par value US$0.05.
   • Seventh Amended and Restated Memorandum and Articles of Association of Robo.ai Inc. to be adopted by special resolution on October 26, 2026, excluding the existing amended and restated memorandum and articles.
   • All fractional Consolidated Shares resulting from the Share Consolidation disregarded and not issued, but aggregated and, if possible, sold for the benefit of the Company.
   • Class B ordinary shares begin trading split-adjusted at market opening, U.S. Eastern time, on November 6, 2026 under existing ticker symbol AIIO.
   • New CUSIP number of the Company's Class B ordinary shares is G6693P130.
   • Outstanding Company options, warrants, and other applicable convertible securities will be proportionately adjusted in accordance with their respective terms.
   • No fractional shares issued; shareholders otherwise entitled to a fractional ordinary share receive a full ordinary share in lieu of such fractional ordinary share.
   • Record date for the EGM is October 14, 2026.
   • EGM set for October 26, 2026 at 8:30 AM Eastern Time.
   • Share consolidation ratio is twenty-five (25)-for-one (1), effective November 6, 2026.
   • Authorized share capital increased to US$19,250,000 divided into 385,000,000 shares, comprising 35,000,000 New Class A Ordinary Shares and 350,000,000 New Class B Ordinary Shares.
   • Post-consolidation par value is US$0.05 per share for New Class A Ordinary Shares and New Class B Ordinary Shares.
   • Board of Directors recommends a vote FOR on Proposals 1, 1a, 1b, 1c, 1d, 2, 2a, 2b, 3, 3a and 3b.
   • Seventh amended and restated memorandum and articles of association, in the form annexed as Annex A, approved and adopted in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association.
   • Named Proxies are Yan Yang and Adrian Wong.
   • Fractional Consolidated Shares disregarded and not issued, but aggregated and, if possible, sold for the benefit of the Company.
   • Pre-split issued and outstanding: 13,817,501 Class A ordinary shares and 222,116,290 Class B ordinary shares; post-split: 552,701 Class A ordinary shares and 8,884,684 Class B ordinary shares.
   • Authorized share capital changed from US$4,000,000 divided into 2,000,000,000 shares (250,000,000 Class A and 1,750,000,000 Class B, US$0.002 par each) to US$4,000,000 divided into 80,000,000 shares (10,000,000 Class A and 70,000,000 Class B, US$0.05 par each), then increased to US$19,250,000 divided into 385,000,000 shares (35,000,000 New Class A and 350,000,000 New Class B), by creating an additional 25,000,000 New Class A and 280,000,000 New Class B.
   • Existing authorized share capital: US$4,000,000 divided into 2,000,000,000 shares, comprising 250,000,000 Class A ordinary shares at US$0.002 par and 1,750,000,000 Class B ordinary shares at US$0.002 par.
   • Increase in Authorized Share Capital creates an additional 25,000,000 New Class A Ordinary Shares and an additional 280,000,000 New Class B Ordinary Shares.
   • Any one or more Directors, company secretary, and/or registered office provider authorized to implement the Share Consolidation, the Increase in Authorized Share Capital, and the Seventh M&A.
   • Seventh M&A includes director and officer indemnification, repayment of advance legal costs, and directors' and officers' liability insurance provisions.
   • The Company may send notices or documents to a Member by publishing them on a website where the Company and the Member have agreed to his having access to the notice or document on a website (instead of it being sent to him).
   • Seventh M&A allows transfer by way of continuation to another jurisdiction by special resolution.
   • Seventh M&A authorizes directors to present a winding-up petition without shareholder resolution.
   • Seventh M&A permits amendment of the Memorandum and Articles by special resolution.
   • The EGM may transact any other business properly brought before it.
   • Class A and Class B holders vote together as a single class at the EGM.
   • The Seventh M&A was adopted by special resolution on 26 October 2026.
   • Each Class A ordinary share has 25 votes on a poll; each Class B ordinary share has one vote.
   • The Company may send notices by publishing them on a website where the Member has agreed to access.
   • The Seventh M&A allows transfer by way of continuation to another jurisdiction by special resolution.
   • The Seventh M&A authorizes directors to present a winding-up petition without shareholder resolution.
   • The Seventh M&A permits amendment of the Memorandum and Articles by special resolution.