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ROBO.AI INC. (AIIO) Form 424B3 — Aug 31, 2026

$AIIOForm 424B3Filed Aug 31, 2026, 4:07 PM ET0001213900-26-095711Original filing

Robo.ai Inc. filed Prospectus Supplement No. 5 to its Form F-1 to register the resale of up to 22,343,750 Class B ordinary shares by a selling shareholder, tied to a senior convertible note facility of up to US$37.5 million. AIIO closed at US$2.27 on Nasdaq on August 28, 2026.

Key figures

Debt Amount
12500000
Maturity Date
August 28, 2028
Gross Proceeds
11500000
Shares Offered
22343750
Floor price
$0.80, auto-stepping down to Adjusted Floor Price (20% of recent price) every six months
Late charge rate
15% per annum
Available cash test
$1,000,000 as of each six-month measuring period
Second note principal
US$12.5 million
Aggregate note facility
up to US$37.5 million original principal
Bid price trigger event
Closing bid below $1.00 for 8 consecutive trading days
Market price definition
greater of 90% of lowest daily VWAP over 10 trading days and Floor Price
Note purchase price oid
US$920 per US$1,000 of principal
Beneficial ownership cap
9.99%
Closing price 2026 08 28
2.27
Reverse split ratio range
5-for-1 up to 100-for-1 (if company ceases to be a foreign private issuer)
Conversion rate multiplier
110% of Conversion Amount divided by lower of Conversion Price or Market Price
Second note purchase price
US$11.5 million
Conversion price per note form
$3.30, subject to adjustment
Additional optional closing maximum
$12,500,000 through November 30, 2026
Event of default redemption premium
125%
Change of control redemption premium
120%
Stated fixed conversion price supplement
US$2.20

AI analysis

Red flags7 · Pro

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    ROBO.AI INC. (AIIO) Form 424B3 — Aug 31, 2026: AI Analysis | Signal8