NWTN Inc. SEC Filings

Robo.ai Inc. has agreed to acquire 100% of British Virgin Islands–based Neurovia AI Limited, a data processing and compression technology company, for US$100,000,000. The price will be paid in 149,097,957 Class B ordinary shares of Robo.ai issued via a directed share offering.

The consideration shares are subject to a strict 8-year lock-up, with no releases in the first four years and then five equal annual tranches starting on the fourth anniversary of closing. Closing is targeted on or before June 16, 2026, subject to regulatory approvals, due diligence and other customary conditions.

After closing, Robo.ai will receive all 10,000 Neurovia shares and gain board control, with rights to appoint two directors to hold a majority of voting power. The deal is framed as a strategic move to strengthen Robo.ai’s technology development and international commercialization of its intelligent hardware and mobility solutions.

Robo.ai Inc. reports severe financial stress and a major strategic shift in its Form 20‑F. The company is transitioning from smart electric vehicle development to a decentralized, AI‑powered intelligent asset platform, while its prior Rabdan‑branded vehicle line has been discontinued after directives from UAE authorities. This has materially weakened commercial prospects and triggered workforce restructuring, including 222 job cuts and US$1.7 million of severance charges for the year ended December 31, 2024. For the years ended December 31, 2025, 2024 and 2023, Robo.ai incurred operating losses of approximately US$157.1 million, US$95.4 million and US$212.0 million, respectively, and an accumulated deficit of US$904.4 million as of December 31, 2025. Although operating cash flow briefly turned positive in 2024, it reverted to negative US$5.1 million in 2025. Management states that substantial doubt about the company’s ability to continue as a going concern has not been alleviated, given its dependence on external financing, unresolved litigation exposures and guarantee obligations, and lack of a credible pathway to financial stability. The filing also discloses material weaknesses in internal control over financial reporting, including insufficient U.S. GAAP expertise, weak period‑end closing procedures, poor record management, and deficient expenditure approval processes, which could impair timely and accurate financial reporting.

Robo.ai Inc. reports severe financial stress and a major strategic shift in its Form 20‑F. The company is transitioning from smart electric vehicle development to a decentralized, AI‑powered intelligent asset platform, while its prior Rabdan‑branded vehicle line has been discontinued after directives from UAE authorities. This has materially weakened commercial prospects and triggered workforce restructuring, including 222 job cuts and US$1.7 million of severance charges for the year ended December 31, 2024. For the years ended December 31, 2025, 2024 and 2023, Robo.ai incurred operating losses of approximately US$157.1 million, US$95.4 million and US$212.0 million, respectively, and an accumulated deficit of US$904.4 million as of December 31, 2025. Although operating cash flow briefly turned positive in 2024, it reverted to negative US$5.1 million in 2025. Management states that substantial doubt about the company’s ability to continue as a going concern has not been alleviated, given its dependence on external financing, unresolved litigation exposures and guarantee obligations, and lack of a credible pathway to financial stability. The filing also discloses material weaknesses in internal control over financial reporting, including insufficient U.S. GAAP expertise, weak period‑end closing procedures, poor record management, and deficient expenditure approval processes, which could impair timely and accurate financial reporting.

Robo.ai Inc. is implementing a 1-for-20 reverse stock split of all classes of its ordinary shares, effective at 8:00 am U.S. Eastern time on April 6, 2026. Before the split there were 36,350,011 Class A shares and 355,750,058 Class B shares; afterward there will be 1,817,501 Class A shares and 17,787,525 Class B shares.

The Class B shares will trade on a split-adjusted basis on the Nasdaq Capital Market under the existing ticker “AIIO,” with a new CUSIP number G6693P122. The reverse split is being carried out to help regain compliance with Nasdaq’s US$1.00 minimum bid price requirement. Shareholders’ percentage ownership will remain the same, aside from minor changes from fractional-share rounding, and outstanding options, warrants, and other convertible securities will be adjusted proportionately.

Robo.ai Inc. is implementing a 1-for-20 reverse stock split of all classes of its ordinary shares, effective at 8:00 am U.S. Eastern time on April 6, 2026. Before the split there were 36,350,011 Class A shares and 355,750,058 Class B shares; afterward there will be 1,817,501 Class A shares and 17,787,525 Class B shares.

The Class B shares will trade on a split-adjusted basis on the Nasdaq Capital Market under the existing ticker “AIIO,” with a new CUSIP number G6693P122. The reverse split is being carried out to help regain compliance with Nasdaq’s US$1.00 minimum bid price requirement. Shareholders’ percentage ownership will remain the same, aside from minor changes from fractional-share rounding, and outstanding options, warrants, and other convertible securities will be adjusted proportionately.

Robo.ai Inc. plans to expand into global auto and mobility markets by acquiring a 51% stake in Dubai-based Chinasky Car Trading FZE through its subsidiary. The deal values the stake at US$1,000,000, to be paid in 7,388,799 newly issued Class B ordinary shares.

These consideration shares will be locked up for four years and released in four equal annual tranches after closing, which is scheduled on or before March 31, 2026, subject to conditions such as approvals, due diligence, and an auditor comfort letter. Chinasky is expected to provide a distribution and logistics network across the Middle East, Central and West Asia, Eastern Europe, and North Africa to support international commercialization of Robo.ai’s intelligent hardware and mobility solutions.

The agreement also includes a 12‑month pre‑emptive right for the seller on new Class B share issuances (with certain exceptions), a right of first refusal over the seller’s remaining Target shares, and a five‑year framework for post‑closing operational cooperation and ancillary service agreements on arm’s length terms.

Robo.ai Inc. plans to expand into global auto and mobility markets by acquiring a 51% stake in Dubai-based Chinasky Car Trading FZE through its subsidiary. The deal values the stake at US$1,000,000, to be paid in 7,388,799 newly issued Class B ordinary shares.

These consideration shares will be locked up for four years and released in four equal annual tranches after closing, which is scheduled on or before March 31, 2026, subject to conditions such as approvals, due diligence, and an auditor comfort letter. Chinasky is expected to provide a distribution and logistics network across the Middle East, Central and West Asia, Eastern Europe, and North Africa to support international commercialization of Robo.ai’s intelligent hardware and mobility solutions.

The agreement also includes a 12‑month pre‑emptive right for the seller on new Class B share issuances (with certain exceptions), a right of first refusal over the seller’s remaining Target shares, and a five‑year framework for post‑closing operational cooperation and ancillary service agreements on arm’s length terms.

Robo.ai Inc. has agreed to transfer 100% of its equity interest in subsidiary ICONIQ Holding Limited to Energy Plus Management Limited for a cash consideration of US$1. Closing is expected by the end of February 2026, after which Robo.ai will no longer own or control ICONIQ Holding.

The company determined that this divestiture represents a strategic shift and will be accounted for as a discontinued operation. Unaudited pro forma figures show Robo.ai’s net loss for the year ended December 31, 2024 shrinking from US$172.7 million to US$0.4 million, and shareholders’ deficit as of June 30, 2025 improving from US$(69.2) million to US$(9.7) million, mainly due to removing ICONIQ Holding’s losses and obligations and recognizing a disposal gain.

Robo.ai Inc. has agreed to transfer 100% of its equity interest in subsidiary ICONIQ Holding Limited to Energy Plus Management Limited for a cash consideration of US$1. Closing is expected by the end of February 2026, after which Robo.ai will no longer own or control ICONIQ Holding.

The company determined that this divestiture represents a strategic shift and will be accounted for as a discontinued operation. Unaudited pro forma figures show Robo.ai’s net loss for the year ended December 31, 2024 shrinking from US$172.7 million to US$0.4 million, and shareholders’ deficit as of June 30, 2025 improving from US$(69.2) million to US$(9.7) million, mainly due to removing ICONIQ Holding’s losses and obligations and recognizing a disposal gain.

Robo.ai Inc. is forming a joint venture with DaBoss.AI Inc. to build an Embodied AI Data Collection Center across Gulf Cooperation Council countries. Robo.ai, through its subsidiary, will beneficially own 51% of the venture and consolidate its results under U.S. GAAP.

The partners split responsibilities, with Robo.ai handling non-technical infrastructure and operations, and DaBoss.AI leading technical and commercial functions. The JV, expected to be established within 60 days of the February 9, 2026 agreement, will operate under a 10-year term, renewable by mutual consent.

Robo.ai will appoint three of five board members, while DaBoss.AI appoints two. The JV has exclusive rights to data collection and annotation services using robotic terminals or arms in physical locations within the GCC, with financial penalties for diverted business, and will be the preferred provider for such services outside the region.

Robo.ai Inc. is forming a joint venture with DaBoss.AI Inc. to build an Embodied AI Data Collection Center across Gulf Cooperation Council countries. Robo.ai, through its subsidiary, will beneficially own 51% of the venture and consolidate its results under U.S. GAAP.

The partners split responsibilities, with Robo.ai handling non-technical infrastructure and operations, and DaBoss.AI leading technical and commercial functions. The JV, expected to be established within 60 days of the February 9, 2026 agreement, will operate under a 10-year term, renewable by mutual consent.

Robo.ai will appoint three of five board members, while DaBoss.AI appoints two. The JV has exclusive rights to data collection and annotation services using robotic terminals or arms in physical locations within the GCC, with financial penalties for diverted business, and will be the preferred provider for such services outside the region.

Robo.ai Inc. has entered into a 10‑year joint venture agreement, through its wholly owned subsidiary Robo.ai Investments L.L.C.-FZ, with Tachyon9 Corporation to invest in, develop, own, and operate data center facilities in the UAE and broader region.

Robo.ai will beneficially own 51% of the joint venture and expects to consolidate its results under U.S. GAAP. The first planned project is a data center with a target design capacity of about 20 MW of critical IT load in either the Asia‑Pacific or Middle East & North Africa regions, with the specific site to be chosen after a feasibility study. Robo.ai will appoint two of three board members and the CFO, while the CEO will be jointly appointed.

Robo.ai Inc. has entered into a 10‑year joint venture agreement, through its wholly owned subsidiary Robo.ai Investments L.L.C.-FZ, with Tachyon9 Corporation to invest in, develop, own, and operate data center facilities in the UAE and broader region.

Robo.ai will beneficially own 51% of the joint venture and expects to consolidate its results under U.S. GAAP. The first planned project is a data center with a target design capacity of about 20 MW of critical IT load in either the Asia‑Pacific or Middle East & North Africa regions, with the specific site to be chosen after a feasibility study. Robo.ai will appoint two of three board members and the CFO, while the CEO will be jointly appointed.

Robo.ai Inc. reports that its affiliate Robo.ai Investments L.L.C.-FZ has signed a 20-year joint venture agreement with JW Global Holding L.L.C-FZ to form RJ Investment L.L.C.-FZ in the United Arab Emirates. The new company will import, market and sell commercial vehicles, both battery and combustion engine powered, with aftersales services across Pakistan and the wider Gulf and Arabian Peninsula region.

Robo Investments will initially own 51% of the JV and JW 49%, with both contributing commercial vehicle networks and a combined initial seed funding of $5,000. A management equity incentive pool equal to 20% of fully diluted capital will later be carved out, leaving Robo Investments with 40.8% and JW with 39.2% once fully allocated, and vesting tied to performance targets.

Robo Investments will control three of five board seats and appoint the chairman and CFO, while the CEO is jointly appointed. Profits and losses will follow ownership stakes, subject to reserves and working capital. The agreement also sets detailed rules on major corporate approvals, intellectual property ownership, confidentiality, termination for material breach and rights of first refusal and tag-along in certain equity sales.

Robo.ai Inc. entered into a share purchase agreement to acquire a 16.58% stake in aitos.io Pte. Ltd., a company that combines Internet of Things and blockchain technology. Robo.ai will buy 1,745 aitos shares for total consideration of $8.29 million, to be paid in 5,181,250 Class B ordinary shares valued at $1.6 per share. At closing, Robo.ai will also issue 6,000,000 Class B ordinary shares as performance and retention incentives to the aitos core team.

The consideration and incentive shares are subject to transfer restrictions, with half becoming transferable three months after closing and the remainder six months after closing. Robo.ai will receive half of the acquired aitos stake, or 8.29% of aitos, three months after closing and the remaining 8.29% six months after closing. Robo.ai will be entitled to appoint one director to aitos’ board, and the agreement includes customary termination rights and closing conditions.

Robo.ai Inc. submitted a Form 6-K that lists a Joint Venture Agreement dated September 4, 2025 among NWTN Investments L.L.C-FZ, JW Global Holding L.L.C-FZ, and Ferox Investment L.L.C. and a Press Release dated September 15, 2025. The report is signed by Benjamin Bin Zhai, Chief Executive Officer, with an apparent filing date of September 18, 2025. The filing itself provides exhibit references but does not include transaction terms, financial amounts, or operational details within the text provided.