Robo.Ai Inc 6-K, filed Aug 24, 2026
Robo.Ai Inc. (AIIO)
About this 6-K
Robo.Ai Inc filed this 6-K on August 24, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August
Commission File Number:
(Registrant’s Name)
Meydan Grandstand, 6th floor
Meydan Road
Nad Al Sheba, Dubai
United 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
Exhibit 99.1, Exhibit 101.INS, Exhibit 101.SCH, Exhibit 101.CAL, Exhibit 101.DEF, Exhibit 101.LAB, Exhibit 101.PRE, and Exhibit 104 to this current report on Form 6-K are incorporated by reference into the registration statement on Form F-3 of Robo.ai Inc. (File No. 333-297901) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Interim report of Robo.ai Inc. for the six months ended June 30, 2026 | |
| 99.2 | Press Release — Robo.ai Inc. Reports First Half 2026 Financial Results | |
| 101.INS | Inline XBRL Instance Document-this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Robo.ai Inc. | ||
| Date: August 24, 2026 | By: | /s/ Benjamin Bin Zhai |
| Name: | Benjamin Bin Zhai | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
PRELIMINARY NOTE
Our unaudited condensed consolidated financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and June 30, 2025, included herein, are prepared in accordance with accounting principles generally accepted in the United States of America. These should be read in conjunction with our audited financial statements as of and for the year ended December 31, 2025 included in our annual report on Form 20-F for the year ended December 31, 2025 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2026 (the “2025 Annual Report”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the 2025 Annual Report.
FORWARD-LOOKING STATEMENTS
This document contains statements that are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These statements are based on management’s beliefs and expectations as well as on assumptions made by and data currently available to management, appear in a number of places throughout this document and include statements regarding, amongst other things, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. The use of words “expects,” “intends,” “anticipates,” “estimates,” “predicts,” “believes,” “should,” “potential,” “may,” “preliminary,” “forecast,” “objective,” “plan,” or “target,” and other similar expressions are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to a number of risks and uncertainties that could cause actual results to differ materially, including, but not limited to statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations, financial condition, liquidity, prospects, growth, strategies, future market conditions or economic performance and developments in the capital and credit markets and expected future financial performance, and the markets in which we operate.
Forward-looking statements involve a number of risks, uncertainties and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to:
| ● | the ability to maintain the listing of Robo.ai Inc.’s securities on the Nasdaq Capital Market; |
| ● | our market opportunity and our ability to acquire new customers and retain existing customers; |
| ● | our ability to adapt and respond effectively to rapidly changing technology, evolving industry standards, changing regulations, and changing client needs, requirements or preferences; |
| ● | the timing and impact of our growth initiatives on our future financial performance; |
| ● | the occurrence of one or more high profile accidents by autonomous driving vehicles that result in lower customer demand or more stringent regulations in one or more jurisdictions in which we intend to operate; |
| ● | our ability to execute our business model, including market acceptance of our planned products and services and achieving sufficient production volumes at acceptable quality levels and prices; |
| ● | alternative autonomous driving products and technological improvements by our peers and competitors; |
| ● | our ability to raise capital; |
| ● | the possibility that we may be adversely affected by other economic, business and/or competitive factors, which might be beyond our control; |
| ● | changes in applicable laws or regulations; and |
| ● | all other risks and uncertainties described in “Item 3. Key Information —D. Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in our 2025 Annual Report. |
In addition to the foregoing factors, you should also carefully consider the other risks and uncertainties described under “Item 3. Key Information – D. Risk Factors” in our 2025 Annual Report, as well as in other documents filed by us from time to time with the SEC.
We operate in a rapidly evolving environment. New risks emerge from time to time and it is impossible for our management to predict all risk factors, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in any forward-looking statement.
2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our consolidated financial statements and the related notes contained in our 2025 Annual Report. This report, including the discussion below, concerns our unaudited condensed consolidated financial information as of June 30, 2026 and for the six months ended June 30, 2026 and 2025. The discussion of our financial information for the years ended December 31, 2025, 2024 and 2023 is included in our 2025 Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs that involve risks and uncertainties. See the section titled “Forward-looking Statements” in this document for cautions about forward-looking statements.
Results of Operations
The following tables set forth a summary of our unaudited condensed consolidated results of operations for the periods presented. The operating results in any period are not necessarily indicative of the results that may be expected for any future period.
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| (In USD in thousands) | ||||||||
| Net revenue | $ | 55,071 | $ | 572 | ||||
| Cost of revenues | (54,888 | ) | (936 | ) | ||||
| Gross profit (loss) | 183 | (364 | ) | |||||
| Operating expenses: | ||||||||
| General and administrative expenses | (39,060 | ) | (2,434 | ) | ||||
| Selling expenses | (396 | ) | (315 | ) | ||||
| Total operating expenses | (39,456 | ) | (2,749 | ) | ||||
| Loss from operations | (39,273 | ) | (3,113 | ) | ||||
| Other (loss) income: | ||||||||
| Other income, net | 92 | 784 | ||||||
| Interest (expenses) income, net | (10 | ) | 19 | |||||
| Changes in fair value of warrant liabilities | 15 | (45 | ) | |||||
| Change in fair value of convertible notes | (1,956 | ) | - | |||||
| Total other (loss) income | (1,859 | ) | 758 | |||||
| Loss from continuing operations before income tax expense | (41,132 | ) | (2,355 | ) | ||||
| Income tax provision | 40 | - | ||||||
| Loss from continuing operations | (41,092 | ) | (2,355 | ) | ||||
| Income from discontinued operations, net of tax | 87,748 | 4 | ||||||
| Net income (loss) | $ | 46,656 | $ | (2,351 | ) | |||
Comparison of the Six Months Ended June 30, 2026 and 2025
Net Revenue
Our revenues from continuing operations for the six months ended June 30, 2026 and 2025 were US$55.1 million and US$0.6 million, respectively, with an increase of US$54.5 million, or 9,527.8%. The increase was primarily attributable to the acquisition of QC Capital Limited (“QC Capital”) and the revenue contribution from its operational management and delivery services following the acquisition, which became a significant source of our revenues during the period.
Cost of Revenues
Our cost of revenues increased by US$54.0 million, or 5,764.1%, from US$0.9 million for the six months ended June 30, 2025 to US$54.9 million for the six months ended June 30, 2026, primarily in line with the revenue growth from operational management and delivery services.
3
Gross Profit
As a result of the foregoing, our gross profit was US$0.2 million for the six months ended June 30, 2026, compared with a gross loss of US$0.4 million for the six months ended June 30, 2025. The improvement was primarily attributable to (i) an increase in gross profit from sales of smart electric vehicles to US$0.3 million for the six months ended June 30, 2026, compared with a gross loss of US$0.4 million for the six months ended June 30, 2025; partially offset by (ii) a gross loss of US$0.1 million from our newly acquired operational management and delivery services business, primarily due to its early stage of operations following the acquisition.
General and Administrative Expenses
Our general and administrative expenses increased by US$36.7 million, or 1,504.8%, from US2.4 million for the six months ended June 30, 2025, to US$39.1 million for the six months ended June 30, 2026. This increase was primarily attributable to (i) an increase of US$31.2 million in share-based compensation, mainly due to equity incentives granted to employees for retention and performance, and equity-settled consideration for services from providers; (ii) an increase of US$1.6 million amortization expenses related to intangible assets recognized in connection with acquisitions completed during the period; and (iii) an increase of US$1.4 million in payroll expenses resulting from the net addition of headcount in connection with the acquisitions.
Selling Expenses
Our selling expenses increased by US$0.1 million, or 25.7%, from US$0.3 million for the six months ended June 30, 2025 to US$0.4 million for the six months ended June 30, 2026, primarily attributable to (i) an increase of US$0.4 million in promotion fees and entertainment expenses as we continued our strategic transformation toward smart city, smart mobility, and AI-related businesses, partially offset by (ii) a decrease of US$0.3 million in vehicle expenses and depreciation expenses.
Loss from Operations
As a result of the foregoing, our loss from operations increased by approximately 1,161.6%, from US$3.1 million for the six months ended June 30, 2025 to US$39.3 million for the six months ended June 30, 2026.
Other Income, net
We recorded net other income of US$0.1 million and US$0.8 million for the six months ended June 30, 2026 and 2025, respectively. The higher net other income in 2025 was primarily attributable to the disposal of vehicles with a value of approximately US$0.7 million, while no such disposal occurred in 2026.
Change in fair value of convertible notes
We recorded a loss of US$2.0 million on the change in fair value of convertible notes for the six months ended June 30, 2026, compared with nil for the corresponding period in 2025.
Income from Discontinued Operations
On February 5, 2026, we entered into a share transfer agreement with a third party, Energy Plus Management Limited, pursuant to which we agreed to dispose of our entire equity interest in ICONIQ, representing 100% of the issued and outstanding shares of ICONIQ, for a nominal consideration of US$1.00. The transaction has been completed on February 5, 2026. Accordingly, the operating results of ICONIQ have been presented as discontinued operations for the six months ended June 30, 2026 and 2025.
For the six months ended June 30, 2026 and 2025, we recorded a net income from discontinued operations of US$87.7 million and $4.0 thousand. The significant growth is attributable to a US$89.3 million gain on disposal recognized upon completion of the disposal of ICONIQ on February 5, 2026.
Net Income (Loss)
As a result of the foregoing, we recorded net income of US$46.7 million for the six months ended June 30, 2026, compared with a net loss of US$2.4 million for the six months ended June 30, 2025, representing a turnaround from a net loss to net income.
4
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that we will continue as a going concern. For the six months ended June 30, 2026 and 2025, excluding the results of discontinued operations, we incurred operating losses of approximately US$39.3 million and US$3.1 million, respectively, negative operating cash flows of approximately US$4.7 million and positive operating cash flows of approximately US$0.6 million, respectively. As of June 30, 2026, we had a working capital deficit of approximately US$10.7 million. These conditions raise substantial doubt about our ability to continue as a going concern.
In February 2026, we completed the disposal of ICONIQ Holding Limited, which was classified as a discontinued operation. The disposal reduced our historical liabilities and operating losses associated with the disposed business; however, we continue to face liquidity challenges from our ongoing operations. In addition, during the six months ended June 30, 2026, we completed the acquisitions of Neurovia AI Limited and QC Capital Limited. These acquired businesses are in the early stages of development and have not generated sufficient operating profits or cash flows to date. Our ability to successfully integrate and develop these acquired businesses and generate future cash flows is subject to significant uncertainties.
To improve our liquidity position, we entered into an equity purchase facility agreement with SZOP Opportunities I LLC (the “EPFA”) and a convertible note facility with JAK Mobility Ventures II LLC (the “Convertible Note Facility”) in December 2025, providing potential access to up to US$100.0 million and US$80.0 million, respectively. As of June 30, 2026, approximately US$97.9 million remained available under the EPFA and approximately US$68.0 million remained available under the Convertible Note Facility. However, our ability to access financing under these arrangements is subject to various conditions, including market conditions, regulatory requirements and contractual limitations. There can be no assurance that we will be able to obtain additional financing when needed or on acceptable terms.
Subsequent to June 30, 2026, on July 15, 2026, we entered into a securities purchase agreement with JAK Mobility Ventures II LLC to issue senior convertible notes with an aggregate principal amount of up to US$37.5 million. On July 17, 2026, we completed the initial closing and issued a convertible note with a principal amount of US$12.5 million for proceeds of US$11.5 million. The remaining notes may be issued in one or more subsequent closings, subject to the satisfaction or waiver of certain closing conditions.
Notwithstanding the financing arrangements described above, our ability to obtain additional funding and improve our liquidity position remains subject to various factors, including market conditions, our financial performance, regulatory requirements, and contractual restrictions. Accordingly, management cannot conclude that it is probable that these plans will effectively alleviate the substantial doubt about our ability to continue as a going concern within one year after the issuance date of these unaudited condensed consolidated financial statements.
The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary course of business.
5
ROBO.AI INC.
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
F-1
ROBO.AI INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In U.S. dollars in thousands, except for share and per share data, or otherwise noted)
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Advance to suppliers, net | ||||||||
| Inventories, net | ||||||||
| Amounts due from a related party | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Current assets of discontinued operation | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Operating lease right-of-use asset, net | ||||||||
| Other non-current assets | ||||||||
| Non-current assets of discontinued operation | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| Liabilities | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Advance from customers | ||||||||
| Warrant liabilities | ||||||||
| Amounts due to related parties | ||||||||
| Convertible notes | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Lease liabilities, current | ||||||||
| Current liabilities of discontinued operation | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Lease liabilities, non-current | ||||||||
| Deferred tax liabilities | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| Shareholders’ equity (deficit) | ||||||||
| Class A Ordinary shares (par value of US$ | ||||||||
| Class B Ordinary Shares (par value of US$ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Robo.ai Shareholders’ equity (deficit) | ( | ) | ||||||
| Non-controlling interests | ( | ) | ||||||
| Total Shareholders’ equity (deficit) | ( | ) | ||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-2
ROBO.AI INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(In U.S. dollars in thousands, except for share and per share data, or otherwise noted)
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Net revenue | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit (loss) | ( | ) | ||||||
| Operating expenses: | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Selling expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (loss) income: | ||||||||
| Other income, net | ||||||||
| Interest (expenses) income, net | ( | ) | ||||||
| Changes in fair value of warrant liabilities | ( | ) | ||||||
| Changes in fair value of convertible notes | ( | ) | ||||||
| Total other (loss) income | ( | ) | ||||||
| Loss from continuing operations before income tax benefit | ( | ) | ( | ) | ||||
| Income tax benefit | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Income from discontinued operations, net of tax | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Net loss attributable to noncontrolling interests from continuing operations | ( | ) | ||||||
| Net loss attributable to noncontrolling interests from discontinued operations | ( | ) | ||||||
| Net income (loss) attributable to Robo.ai’s shareholders | ( | ) | ||||||
| Other comprehensive income (loss) | ||||||||
| Foreign currency translation income from continuing operations | ||||||||
| Foreign currency translation loss from discontinued operations | ( | ) | ( | ) | ||||
| Total comprehensive income (loss) | $ | $ | ( | ) | ||||
| Net loss from continuing operations per ordinary share: | ||||||||
| Basic and Diluted* | ( | ) | ( | ) | ||||
| Net income from discontinued operation per ordinary share: | ||||||||
| Basic and Diluted* | ||||||||
| Income (loss) per ordinary share attributable to shareholders | ||||||||
| Basic and Diluted* | $ | $ | ( | ) | ||||
| Weighted average number of ordinary shares outstanding | ||||||||
| Basic and Diluted* | ||||||||
Note:
| (1) | Share-based compensation expenses were allocated as follows: |
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| General and administrative expenses | $ | 31,211 | $ | - | ||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-3
ROBO.AI INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN
SHAREHOLDERS’ EQUTY (DEFICIT)
(In U.S. dollars in thousands, except for share and per share data, or otherwise noted)
| Class
A Ordinary shares | Class
B Ordinary shares | Subscription | Additional paid-in | Accumulated | Accumulated other comprehensive | Total
Company’s (deficit) | Non- controlling | Total shareholders’ (deficit) | ||||||||||||||||||||||||||||||||||||
| Share* | Amount | Share* | Amount | receivables | capital | deficit | (loss) income | equity | interests | equity | ||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Contribution from shareholders | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 (Unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||||
| Balance as of December 31, 2025 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes | - | |||||||||||||||||||||||||||||||||||||||||||
| Disposal of the ICONIQ and its subsidiaries | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class B ordinary shares for acquisition of Neurovia AI Limited | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class B ordinary shares for acquisition of QC Capital Limited | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class B ordinary shares for acquisition of factory usage rights | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class B ordinary shares for debt extinguishment | - | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class B ordinary shares under Equity Purchase Facility | ||||||||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2026 (Unaudited) | $ | $ | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-4
ROBO.AI INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars in thousands, except for share and per share data, or otherwise noted)
| For
the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss from continuing operation | $ | ( | ) | $ | ( | ) | ||
| Net income from discontinued operation | ||||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Amortization of operating lease right-of-use asset | ||||||||
| Changes in fair value of warrant liabilities | ( | ) | ||||||
| Changes in fair value of convertible notes | ||||||||
| Issuance costs and discount on convertible notes | ||||||||
| Disposal loss of property and equipment | ||||||||
| Inventory write-downs | ||||||||
| Impairment loss of advance to suppliers and prepaid expenses | ||||||||
| Deferred tax benefit | ( | ) | ||||||
| Share-based compensation | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Advance to supplier | ( | ) | ||||||
| Inventories | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Other non-current assets | ( | ) | ||||||
| Operating lease | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Advance from customers | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Net cash (used in) provided by operating activities from continuing operation | ( | ) | ||||||
| Net cash provided by (used in) operating activities from discontinued operation | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchases of property and equipment | ( | ) | ||||||
| Net cash outflow from disposal of a subsidiary | ( | ) | ||||||
| Proceeds from disposal of property and equipment | ||||||||
| Loans to third parties | ( | ) | ||||||
| Loan to a related party | ( | ) | ||||||
| Net cash (used in) provided by investing activities from continuing operation | ( | ) | ||||||
| Net cash used in investing activities from discontinued operation | ( | ) | ( | ) | ||||
| Net cash (used in) provided by investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Loan proceeds from related parties | ||||||||
| Loan proceeds from a third party | ||||||||
| Repayments of loan from related parties | ( | ) | ( | ) | ||||
| Proceeds from convertible notes | ||||||||
| Issuance of Class B ordinary shares under Equity Purchase Facility | ||||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes | ( | ) | ||||||
| Net (decrease) increase in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents and restricted cash, at beginning of the period | ||||||||
| Cash and cash equivalents and restricted cash, at end of the period | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON CASH FLOW INFORMATION: | ||||||||
| Expenses paid by a third party on behalf of the Group | $ | $ | ||||||
| Conversion of convertible notes | $ | $ | ||||||
| Issuance of Class B ordinary shares for debt extinguishment | $ | $ | ||||||
| Issuance of Class B ordinary shares for acquisition of Neurovia AI Limited | $ | $ | ||||||
| Issuance of Class B ordinary shares for acquisition of QC Capital Limited | $ | $ | ||||||
| Issuance of Class B ordinary shares for acquisition of factory usage rights | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Interest paid | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
F-5
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES
ICONIQ HOLDING LIMITED (“ICONIQ”) was incorporated under the laws of the Cayman Islands on March 11, 2021 as an exempted company with limited liability.
On April 15, 2022, ICONIQ entered into a business combination agreement, as amended on September 28, 2022 (the “Business Combination Agreement”), with (i) East Stone Acquisition Corporation, a British Virgin Islands business company (“East Stone”), (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity as the representative of East Stone and the shareholders of East Stone immediately prior to Closing (as defined below) from and after the Closing, (iii) Robo.ai Inc. (“Robo.ai,” formerly known as NWTN Inc. prior to August 15, 2025, the “Company” or “Pubco”), an exempted company incorporated with limited liability in the Cayman Islands, (iv) Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Pubco (the “First Merger Sub”), and (v) Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”).
Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) the First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of the Company being converted into the right to receive shares of Pubco; and (b) the Second Merger Sub will merge with and into East Stone (the “Second Merger”, and together with the First Merger, the “Mergers”), with East Stone surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the outstanding securities of East Stone being converted into the right to receive substantially equivalent securities of the Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions”).
The Company and its subsidiaries, including the consolidated variable interest entities (“VIEs”) and their subsidiaries (collectively, the “Group”), primarily engage in the sale of smart electric vehicles and the provision of operational management and delivery services. The Group’s operations are primarily conducted in the United Arab Emirates (“UAE”) and the People’s Republic of China (“PRC” or “China”).
Reverse recapitalization
On November 11, 2022 (the “Closing Date”), East stone and NWTN consummated the closing of the Transaction of East Stone and NWTN, following the approval at a Special Meeting of the shareholders on November 10, 2022. Following the consummation of the Transaction, ICONIQ as a wholly-owned subsidiary of NWTN and the outstanding shares of ICONIQ being converted into the right to receive shares of NWTN, the combined company will retain the NWTN name.
ICONIQ was determined to be the accounting acquirer
given ICONIQ effectively controlled the combined entity after the transaction. The transaction is not a business combination because East
Stone was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares
by ICONIQ for the net monetary assets of the Company, accompanied by a recapitalization. ICONIQ is determined as the accounting acquirer
and the historical financial statements of ICONIQ became the Company’s historical financial statements, with retrospective adjustments
to give effect of the reverse recapitalization. All of the Class A ordinary shares of ICONIQ that were issued and outstanding immediately
prior to the First Merger were cancelled and converted into an aggregate of
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ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (cont.)
History of the Group and Reorganization
The Company commenced its operations through Tianjin Tianqi Group Co., Ltd (“Tianqi Group”) in 2017.
In preparation for its IPO, the Group completed a reorganization (the “Reorganization”) on January 19, 2022, which involved the following steps:
| ● | Formation of ICONIQ, ICONIQ Motors Limited, ICONIQ Global Limited, ICONIQ (Tianjin) Investment Co. Ltd (“WFOE”), ICONIQ Green Technology FZCO (“FZCO”), ICONIQ (Tianjin) Motors Ltd. and |
| ● | WFOE
obtaining |
The shareholders and their respective equity interests in the entities remain similar immediately before and after the capital injection in Tianqi Group. Accordingly, the Reorganization has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure existed at that time, the entities under common control are presented on a combined basis for all periods to which such entities were under common control.
Disposal of ICONIQ Holding Limited (“ICONIQ”)
On February 5, 2026, the Group entered into a
share transfer agreement with a third party, Energy Plus Management Limited, pursuant to which the Group agreed to dispose of its entire
equity interest in ICONIQ, representing
The VIE Agreements
On June 12, 2026, QC Capital Limited (“QC Capital”), a company incorporated in the British Virgin Islands (“BVI”), has entered into a series of contractual arrangements with an operating entity organized in the People’s Republic of China and its three subsidiaries (collectively, the “VIEs”), as well as the equity holders of the operating entity.
The VIEs conduct substantially all of the Group’s operating activities in the PRC. QC Capital does not directly own any equity interests in the VIEs. Instead, QC Capital obtains effective control over the VIEs and the right to receive substantially all of their economic benefits through contractual arrangements.
These contractual arrangements primarily consist of Exclusive Business Cooperation Agreements, Equity Pledge Agreements, Exclusive Option Agreements and Powers of Attorney entered into among QC Capital, the VIEs and their respective shareholders.
The Group acquired QC Capital pursuant to a Share Purchase Agreement dated June 12, 2026, with the closing of the transaction occurring on June 15, 2026. Following the acquisition, QC Capital became a wholly owned subsidiary of the Group. Through QC Capital’s contractual arrangements with the VIEs and their equity holders, the Group indirectly controls the VIEs through QC Capital.
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ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (cont.)
Exclusive Business Cooperation Agreements
Pursuant to the Exclusive Business Cooperation Agreements, QC Capital has the exclusive right to provide the VIEs with technical support, consulting, management, intellectual property licensing and other business support services. In consideration for such services, the VIEs are required to pay service fees to QC Capital, which may be determined by QC Capital and may amount to substantially all of the VIEs’ residual profits after deducting operating costs, taxes and other statutory obligations.
In addition, QC Capital has the right to oversee
the VIEs’ business operations, review their financial and operational information, provide financial support when necessary, and
participate in the management of their business affairs. The agreements have an initial term of
Equity Pledge Agreements
Pursuant to the Equity Pledge Agreements, the shareholders of the VIEs pledge all of their equity interests in the VIEs to QC Capital as security for the performance of their obligations under the VIE Agreements, including, among others, the Exclusive Business Cooperation Agreements, the Exclusive Option Agreements and the Powers of Attorney.
Under the Equity Pledge Agreements, without QC Capital’s prior written consent, the shareholders of the VIEs may not transfer, create or permit the creation of any encumbrance on, or otherwise dispose of the pledged equity interests. QC Capital is entitled to exercise its rights as the pledgee upon the occurrence of any event of default, including the right to enforce the pledge and dispose of the pledged equity interests in accordance with applicable laws.
The equity pledges remain effective until all obligations of the shareholders and the VIEs under the VIE Agreements have been fully performed or otherwise discharged. The shareholders of the VIEs do not have the unilateral right to terminate the Equity Pledge Agreements.
Exclusive Option Agreements
Pursuant to the Exclusive Option Agreements, the shareholders of the VIEs irrevocably grant QC Capital an exclusive and irrevocable option to purchase, or designate one or more persons to purchase, all or part of their equity interests in the VIEs and/or assets of the VIEs, to the extent permitted by applicable laws and regulations.
Without QC Capital’s prior written consent, neither the VIEs nor their shareholders may transfer equity interests, dispose of material assets, amend organizational documents, incur significant indebtedness or undertake other significant corporate actions.
The Exclusive Option Agreements remain effective until all equity interests and/or assets subject to the option have been transferred to QC Capital or its designee(s), unless earlier terminated by QC Capital. The shareholders of the VIEs and the VIEs do not have the right to terminate the agreements unilaterally.
Powers of Attorney
Under the Powers of Attorney, each shareholder of the VIEs irrevocably appoints QC Capital as his or her exclusive attorney-in-fact to exercise all shareholder rights with respect to the equity interests held in the VIEs, including, without limitation, attending shareholders’ meetings, exercising voting rights, transferring or disposing of equity interests, and appointing directors, supervisors and senior management personnel.
The Powers of Attorney are irrevocable and remain effective until the termination or expiration of the VIE Agreements.
Primary Beneficiary Determination
The Group evaluated the contractual arrangements under ASC 810, Consolidation, and determined that the VIEs are variable interest entities.
The Group further concluded that QC Capital is the primary beneficiary of the VIEs because QC Capital has:
| ● | the power to direct the activities that most significantly affect the economic performance of the VIEs; and |
| ● | the right to receive benefits from, and the obligation to absorb losses of, the VIEs that could potentially be significant to the VIEs. |
F-8
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (cont.)
Accordingly, QC Capital consolidates the VIEs and their subsidiaries. Following the Group’s acquisition of QC Capital, the Group indirectly obtained control over the VIEs through QC Capital and therefore consolidates the assets, liabilities, results of operations and cash flows of the VIEs and their subsidiaries in its unaudited condensed consolidated financial statements.
In addition, as all of these VIE agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could further limit the Group’s ability to enforce these VIE agreements. Furthermore, these contracts may not be enforceable in China if PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event the Group is unable to enforce these VIE agreements, it may not be able to exert effective control over VIEs and its ability to conduct its business may be materially and adversely affected.
Although the share pledge agreement has been lawfully and validly executed, it has not yet been registered in accordance with the PRC Law, and the security interest in the shares has not yet been established according to the PRC Law; this may have some implications for the enforcement of the security interest in the shares, but does not affect the validity, binding and enforceability of the overall VIE arrangement or the control rights of the BVI Company.
The following financial statement amounts and balances of the VIEs were included in the accompanying unaudited condensed consolidated financial statements after elimination of intercompany transactions within the consolidated VIE:
Unaudited Condensed Consolidated Balance Sheets Information
| As of June 30, | ||||
| 2026 | ||||
| (Unaudited) | ||||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | |||
| Accounts receivable, net | ||||
| Advance to suppliers, net | ||||
| Prepaid expenses and other current assets, net | ||||
| Total current assets | $ | |||
| TOTAL ASSETS | $ | |||
| Liabilities | ||||
| Current liabilities: | ||||
| Accounts payable | $ | |||
| Advance from customers | ||||
| Accrued expenses and other current liabilities | ||||
| Total current liabilities | $ | |||
| TOTAL LIABILITIES | $ | |||
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ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
1. ORGANIZATION AND PRINCIPAL ACTIVITIES (cont.)
Unaudited Condensed Consolidated Statements of Operations and Comprehensive loss
| For the six months ended June 30, | ||||
| 2026 | ||||
| (Unaudited) | ||||
| Net revenue | $ | |||
| Cost of revenues | $ | ( | ) | |
Unaudited Condensed Consolidated Cash Flows Information
| For the six months ended June 30, | ||||
| 2026 | ||||
| (Unaudited) | ||||
| Net cash provided by operating activities | $ | |||
| Net cash used in investing activities | ( | ) | ||
| Net cash provided by financing activities | ||||
| Effect of exchange rate changes | ( | ) | ||
| Net increase in cash and cash equivalents | $ | |||
As of June 30, 2026, the details of the Company’s subsidiaries and consolidated VIE are as follows.
| Date of | Place of | Percentage of | Principal | |||||||
| Name | Incorporation | incorporation | ownership | Activities | ||||||
| East Stone | % | |||||||||
| NWTN Automobile Cars Trading Sole Proprietary LLC | % | |||||||||
| NWTN Global Energy Co. LTD | % | |||||||||
| ROBO.AI Holding Limited | % | |||||||||
| Roboai Investments L.L.C.-FZ | % | |||||||||
| Astra Mobility Meta (Cayman) Limited* | % | |||||||||
| Rovtol LTD | % | |||||||||
| Rovtol International Limited | % | |||||||||
| Robus Trading FZ | % | |||||||||
| Robocar Inc. | % | |||||||||
| Robo.ai Japan Co.,Ltd | % | |||||||||
| Robocar International LLC | % | |||||||||
| ROBOAIIO GENERAL TRADING LLC | % | |||||||||
| Simo Robot Technology (Shanghai) LTD | % | |||||||||
| Neurovia AI Limited | % | |||||||||
| QC Capital Limited | % | |||||||||
| Jiangsu Qingfeng Chuanyin Technology Co., Ltd. | % | |||||||||
| Jiangsu Hong’anlin Artificial Intelligence Technology Co., Ltd. | % | |||||||||
| Jiangsu Ruilinchuan Artificial Intelligence Technology Co., Ltd. | % | |||||||||
| * |
F-10
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
2. GOING CONCERN
The accompanying unaudited condensed consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. For the six months ended June 30, 2026 and 2025, excluding
the results of discontinued operations, the Company incurred operating losses of approximately US$
In February 2026, the Company completed the disposal of ICONIQ Holding Limited, which was classified as a discontinued operation. The disposal reduced the Company’s historical liabilities and operating losses associated with the disposed business; however, the Company continues to face liquidity challenges from its ongoing operations. In addition, during the six months ended June 30, 2026, the Company completed the acquisitions of Neurovia AI Limited and QC Capital Limited, as further described in Note 5 and Note 6. These acquired businesses are in the early stages of development and have not generated sufficient operating profits or cash flows to date. The Company’s ability to successfully integrate and develop these acquired businesses and generate future cash flows is subject to significant uncertainties.
To improve its liquidity position, the Company
entered into an equity purchase facility agreement with SZOP Opportunities I LLC (the “EPFA”) and a convertible note facility
with JAK Mobility Ventures II LLC (the “Convertible Note Facility”) in December 2025, providing potential access to up to
US$
Subsequent to June 30, 2026, on July 15, 2026,
the Company entered into a securities purchase agreement with JAK Mobility Ventures II LLC to issue senior convertible notes with an aggregate
principal amount of up to US$
Notwithstanding the financing arrangements described above, the Company’s ability to obtain additional funding and improve its liquidity position remains subject to various factors, including market conditions, the Company’s financial performance, regulatory requirements, and contractual restrictions. Accordingly, management cannot conclude that it is probable that these plans will effectively alleviate the substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these unaudited condensed consolidated financial statements.
The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty and have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the ordinary course of business.
F-11
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation and principles of consolidation
The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these statements should be read in conjunction with the Group’s audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023.
In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Group believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Group’s consolidated financial statements for the year ended December 31, 2025. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results for the full year.
Subsidiaries are those entities in which the Group, directly or indirectly, controls more than one half of the voting power or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
All intercompany transactions and balances among the Group and its subsidiaries have been eliminated upon consolidation.
A non-controlling interest is recognized to reflect the portion of the subsidiaries’ equity which is not attributable, directly or indirectly, to the Group. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheet and net income and other comprehensive income are attributed to controlling and non-controlling interests respectively.
(b) Use of estimates
The preparation of the unaudited condensed consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the unaudited condensed consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, assessment for impairment of long-lived assets, write-down for inventories, impairment loss of prepayments and other current assets, accounting for deferred income taxes and valuation allowance for deferred tax assets, as well as fair value determination of convertible notes. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the unaudited condensed consolidated financial statements.
F-12
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(c) Intangible assets, net
Intangible assets are carried at cost less accumulated
amortization and any recorded impairment. Intangible assets with finite useful lives are amortized using a straight-line method of amortization
that reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed.
| Category | Estimated useful lives | |
| Customer relationship | ||
| Exclusive contractual technology license | ||
| Software copyright |
(d) Impairment of long-lived assets
The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows.
(e) Fair value measurement
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are:
| ● | Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. |
| ● | Level 3 — Unobservable inputs which are supported by little or no market activity. |
Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach, (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities.
The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
F-13
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Group’s financial assets and liabilities primarily include cash and cash equivalent, accounts receivable, amounts due from a related party, other receivables (included in prepayments and other current assets), accounts payable, warrant liabilities, amounts due to related parties, convertible notes, and other payables (included in accrued expenses and other current liabilities).
The warrant liabilities are measured at fair value using the market approach based on the quoted prices in active markets at the reporting date. The Group classifies the valuation techniques that use these inputs as Level I of fair value measurements.
Convertible notes are measured at fair value using unobservable inputs and categorized in Level III of the fair value hierarchy, see Note 12.
The Group’s non-financial assets, such as property and equipment as well as intangible assets, would be measured at fair value only if they were determined to be impaired.
Liabilities Measured at Fair Value on a Recurring Basis
The following table details the fair value measurements of liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement, as of June 30, 2026 and December 31, 2025.
| Fair Value Measurement using | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total fair value | |||||||||||||
| Warrant liabilities: | ||||||||||||||||
| As of June 30, 2026 (Unaudited) | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2025 | $ | $ | $ | $ | ||||||||||||
| Convertible notes: | ||||||||||||||||
| As of June 30, 2026 (Unaudited) | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2025 | $ | $ | $ | $ | ||||||||||||
Warrant liabilities
As of June 30, 2026 and December 31, 2025, the
fair value of the Private Warrants were US$
| Private | Representative | |||||||
| Warrants | Warrants | |||||||
| Fair value as of December 31, 2025 | $ | $ | ||||||
| Change in fair value | ( | ) | ( | ) | ||||
| Fair value as of June 30, 2026 (Unaudited) | $ | $ | ||||||
Convertible notes
The following is a reconciliation of the beginning and ending balances for convertible notes measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six months ended June 30, 2026, see Note 12 for details:
| Convertible notes | ||||
| Opening balance as of December 31, 2025 | ||||
| New convertible notes issued | $ | |||
| Debt issuance expenses | ||||
| Changes in fair value of convertible notes | ||||
| Conversion to Class B ordinary shares | ( | ) | ||
| Ending balance as of June 30, 2026 (Unaudited) | $ | |||
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ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(f) Warrants
The Group does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks.
Management evaluates all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the warrant liabilities are recognized in the unaudited condensed consolidated statements of operations and comprehensive loss as incurred.
The Group issued
(g) Current expected credit loss
On January 1, 2023, the Group adopted ASC 326, Financial Instruments—Credit Losses, which requires recognition of allowances upon origination or acquisition of financial assets at an estimate of expected credit losses over the contractual term of the financial assets (the current expected credit loss or the “CECL” model) using the modified retrospective transition method.
The Group’s financial assets subject to the CECL model mainly include accounts receivable, amounts due from related parties and prepaid expenses and other current assets.
For accounts receivable, the Group estimates the loss rate based on historical experience, the age of the receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers. For amounts due from related parties and other current assets, we review them on a periodic basis and make allowances on an individual basis when there is doubt as to the collectability. These amounts are written off after all collection efforts have been exhausted.
For the six months ended June 30, 2026 and 2025, the Group did record any allowance for expected credit losses or any reversal of previously recognized allowance from continuing operations.
(h) Impairment loss of non-financial assets
Advance to suppliers and prepayments represent amounts paid in advance for goods or services to be received in the future. Such amounts do not represent financial assets as they do not give rise to a contractual right to receive cash or another financial instrument, and therefore are not within the scope of ASC 326 Financial Instruments—Credit Losses.
The Group evaluates the recoverability of advance to suppliers and prepayments at each reporting date. When events or changes in circumstances indicate that the carrying amount of prepayments may not be recoverable, the Group assesses whether it is probable that the prepaid amounts will not be realized through the receipt of goods or services, or through refund.
Indicators of impairment may include, but are not limited to, significant financial difficulties of the counterparty, bankruptcy or insolvency, disputes regarding performance under the underlying agreements, cancellation or termination of contracts, or other adverse changes in the business environment that affect the counterparty’s ability to fulfill its obligations.
F-15
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
If it is determined that the carrying amount is not recoverable, an impairment loss is recognized in the amount by which the carrying value of the prepayments exceeds the amount expected to be recovered.
Estimates of recoverability involve significant judgment and are based on available information regarding the financial condition of counterparties and the status of the underlying arrangements.
For the six months ended June 30, 2026, the Group
recognized an impairment loss of US$
(i) Convertible notes
Under the Fair Value Option Subsection of ASC Subtopic 825-10, Financial Instruments – Overall (“ASC 825”), the Group has an irrevocable option to designate certain financial assets and financial liabilities at fair value on an instrument-by-instrument basis, with changes in fair value reported in the statement of operations. Changes in fair value do not include accrued interest on debt instruments. Any changes in the fair value of liabilities resulting from changes in instrument-specific credit risk are reported in other comprehensive (loss) gain. The Group separately measures changes attributed to instrument-specific credit risk by calculating the difference between the overall change in the fair value of the instrument and the change attributed to fluctuations in the relevant risk-free.
The Group elected the fair value option for its convertible notes, and the Group believes the fair value option best reflects the economics of the underlying transaction. See Note 12 for details.
(j) Commitments and contingencies
In the normal course of business, the Group is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Group recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Group may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter.
(k) Revenue recognition
The Group’s revenues are generated from operational management and delivery services and sales of smart electric vehicles.
The Group recognizes revenues pursuant to ASC 606, Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, revenues from contracts with customers are recognized when control of the promised goods or services is transferred to the Group’s customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those goods or services, reduced by value added tax (“VAT”). To achieve the core principle of this standard, the Group applies the following five steps:
| 1. | Identification of the contract, or contracts, with the customer; |
| 2. | Identification of the performance obligations in the contract; |
| 3. | Determination of the transaction price; |
| 4. | Allocation of the transaction price to the performance obligations in the contract; and |
| 5. | Recognition of the revenue when, or as, a performance obligation is satisfied. |
The Group recognizes revenues pursuant to ASC 606, Revenue from Contracts with Customers (“ASC 606”). In accordance with ASC 606, revenues from contracts with customers are recognized when control of the promised smart electric vehicles is transferred to the Group’s customers, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those products net of business tax and value added tax. Revenue recognition policy for the revenue stream is as follows:
F-16
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Operational management and delivery services
The Group provides operational management services and intelligent solutions, including workforce management and delivery service solutions, to enterprise customers. The Group enters into service agreements with customers and is responsible for organizing and managing service personnel, monitoring service completion, and settling service fees with contracted freelancers.
During the period from June 15, 2026 to June 30, 2026, all operational management service revenue was derived from delivery service solutions. The Group concluded that each completed delivery order represents a single performance obligation. Customers obtain the benefit of the delivery services when the delivery order is completed in accordance with the agreed service requirements. The Group charges customers a fixed fee per completed delivery order, subject to adjustments based on predefined performance criteria. Revenue is recognized at a point in time when the delivery order is completed and accepted by the customer, as the Group obtains an enforceable right to consideration only upon completion of the required services.
The Group acts as a principal in these arrangements as it controls the services before they are transferred to customers, is primarily responsible for fulfilling the service obligations, and bears the related operational risks. Accordingly, revenue is recognized on a gross basis based on the completed delivery orders at the contractual rates.
Sales of smart electric vehicles
The Group generates revenue from sales of smart electric vehicles through purchase orders. The Group identified only one performance obligation to provide customers with vehicles, at a fixed price stated in the purchase orders. Full prepayment is required before or upon the Group’s delivery of the vehicles. Revenue is recognized at a point of time upon the customer’s acceptance of the smart electric vehicles. The Group is deemed as the principal, recognizing revenue on a gross basis as the Group is primary responsible for fulfilling the contract, bears the inventory risk, and has the discretion in establishing the sales price.
In the normal course of business, the Group’s warranties are required by the law and related to the risk of purchasing defective products. In addition, the Group would not sell a warranty separately. Accordingly, warranty costs are treated as a cost of fulfillment subject to accrual, rather than a performance obligation. The Group recognize the warranty when actual repair or replacement incur as the amount of loss cannot be reasonably estimated due to the very short experience in sales of vehicles.
In the instance that a customer selects to pay by installments for vehicles under an auto financing program provided to the customers by the Group, such arrangement contains a significant financing component and as a result, the transaction price is adjusted to reflect the impact of time value of the transaction price using an applicable discount rate (i.e. the interest rates of the loan reflecting the credit risk of the borrower). Interest income from such arrangements with a significant financing component is presented as other income. Receivables related to the vehicle installment payment are expected to be repaid by customers beyond one year of the dates of the financial statements are recognized as non-current assets. The difference between the gross receivable and the respective present value is recorded as unearned interest income. Interest income from such arrangements with a significant financing component is presented separately from revenue from contracts with customers.
The following table identifies the disaggregation of the Group’s revenues from continuing operations for the six months ended June 30, 2026 and 2025, respectively:
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Operational management and delivery services | $ | $ | ||||||
| Sales of smart electric vehicles | ||||||||
| Total | $ | $ | ||||||
F-17
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(l) Share-based compensation
Share-based awards granted to eligible employees, officers, directors, and non-employees, including unvested shares, are measured at fair value on grant date and are classified as equity awards in accordance with ASC 718, Compensation-Stock Compensation.
For the share-based awards granted with only service conditions that have a graded vesting schedule, share-based compensation expenses are recognized using the graded vesting method, over the requisite service period, which is generally the vesting period. The Group elects to recognize the effect of forfeitures in compensation costs when they occur. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards is reversed.
The Group’s share-based awards primarily consist of restricted share awards, the details of which are disclosed in Note 15. The fair value of restricted shares granted is determined based on the fair value of the underlying ordinary shares of AIIO on the grant date, which is based on the quoted market price of AIIO’s ordinary shares on the Nasdaq Global Market.
(m) Income taxes
The Group accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
The provisions of ASC 740-10-25, “Accounting
for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and
measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition
of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest
and penalties associated with tax positions, and related disclosures. The Group’s operating subsidiaries in PRC are subject to examination
by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years
if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations
is extended to five years under special circumstances, where the underpayment of taxes is more than RMB
The Group accrued income tax payable from continuing operations for the six months ended June 30, 2026 and 2025. The Group did accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its unaudited condensed consolidated statements of operations and comprehensive income (loss) for the six months ended June 30, 2026 and 2025, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.
(n) Foreign currency transactions and translations
The functional and reporting currency of the Group is the United States Dollar (“US$”). The Group’s operating subsidiaries in China, Dubai, Japan and the United States use their respective currencies Renminbi (“RMB”), United Arab Emirates Dirham (“AED”), Japanese Yen (“JPY”), and US$ as their functional currencies.
The results of operations and the unaudited condensed consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive loss included in unaudited condensed consolidated statements of changes in shareholders’ equity (deficit). Gains and losses from foreign currency transactions are included in the financial expenses in unaudited condensed consolidated statements of operations and comprehensive income (loss).
F-18
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements:
| As of June 30, | As of December 31, | |||||||
| Balance sheet items, except for equity accounts | 2026 | 2025 | ||||||
| US$ against RMB | ||||||||
| US$ against AED | ||||||||
| US$ against JPY | ||||||||
| For the six months ended June 30, | ||||||||
| Items in the statements of operations and comprehensive loss, and statements of cash flows | 2026 | 2025 | ||||||
| US$ against RMB | ||||||||
| US$ against AED | ||||||||
| US$ against JPY | ||||||||
| * |
No representation is made that the RMB, AED and JPY amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.
(o) Income (loss) per share
Basic income (loss) per share is computed by dividing net income (loss) attributable to ordinary shareholders, taking into consideration the deemed dividends to preferred shareholders (if any), by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income (loss) is allocated between ordinary shares and other participating securities based on their participating rights. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered as outstanding shares and included in the computation of basic income (loss) per share as of the date that all necessary conditions have been satisfied. Net income (loss) are not allocated to other participating securities if based on their contractual terms they are not obligated to share the losses.
Diluted income (loss) per share is calculated by dividing net income (loss) attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the preferred shares, using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted income (loss) per share calculation when inclusion of such share would be anti-dilutive.
(p) Segment reporting
The Group organized its operations into two operating segments. The segments reflect the way the Group evaluates its business performance and manages its operations by the Group’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Group’s CODM has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performances of the Group.
The Group determined it has two operating segments: (1) operational management and delivery services and (2) sales of smart electric vehicles. The Group’s reportable segments are strategic business units that offer different products and services. They are managed separately due to differences in their operating processes, target customers, and resource allocation requirements. Segment disclosures are included in Note 20 Segment Reporting.
F-19
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Geographic information
The Group’s long-lived assets were
primarily located in Japan, the United Arab Emirates and the British Virgin Islands.
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Japan | $ | $ | ||||||
| The British Virgin Islands | ||||||||
| The United Arab Emirates | ||||||||
| Total | $ | $ | ||||||
Long-lived assets as presented above mainly include property and equipment and right-of-use assets.
(q) Discontinued operation
In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income separate from the net loss of continuing operations in accordance with ASC 205-20-45.
The Group disposed of ICONIQ in February 2026, which met all the conditions required in order to be classified as a discontinued operation (Note 4). Accordingly, the operating results of ICONIQ are reported as a gain from discontinued operations in the accompanying unaudited condensed consolidated financial statements for all periods presented.
Certain comparative amounts as of December 31, 2025 have been reclassified to separately present the assets and liabilities of ICONIQ as discontinued operations in accordance with ASC 205-20-45-10. These reclassifications had no impact on the previously reported total assets, total liabilities, or shareholders’ deficit.
(r) Asset acquisition
The Group measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to transfer costs of ownership is charged to general and administrative expenses at the acquisition date.
(s) Business combination
The Group accounted for its business combination using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”. The cost of an acquisition is measured as the aggregate of the acquisition date fair values of the assets transferred and liabilities incurred by the Group to the sellers and equity instruments issued. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets and liabilities acquired or assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total costs of acquisition, fair value of the non-controlling interests and acquisition date fair value of any previously held equity interest in the acquiree over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill.
F-20
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
(t) Goodwill
Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. Goodwill is not amortized. The Group reviews goodwill for impairment annually on the first day of its fourth quarter and also if events or changes in circumstances indicate the occurrence of a triggering event. The Group reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment.
(u) Recent accounting pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement — Reporting Comprehensive Income (Topic 220-40): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires, among other things, more detailed disclosure about types of expenses in commonly presented expense captions such as cost of sales and selling, general, and administrative expenses, and is intended to improve the disclosures about an entity’s expenses including purchases of inventory, employee compensation, depreciation and amortization. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Group is evaluating the impact the updated guidance will have on its unaudited condensed consolidated financial statements and disclosures.
In January 2025, the Financial Accounting Standards Board (“FASB”) updated 2025-01: Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. Public business entities must adopt the guidance in Update 2024-03 for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The update clarifies that all public business entities should initially adopt the disclosure requirements in the first annual reporting period beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Group is evaluating the impact the updated guidance will have on its unaudited condensed consolidated financial statements and disclosures.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). The amendments in ASU 2025-05 provide entities with a practical expedient to simplify the estimation of expected credit losses on current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606, Revenue from Contracts with Customers (“ASC 606”) by allowing the assumption that current conditions as of the balance sheet date will not change during the remaining life of the asset. ASU 2025-05 is effective for the Company for its for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Group is currently evaluating the impact ASU 2025-05 will have on its unaudited condensed consolidated financial statements.
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (“Topic 815”) and Revenue from Contracts with Customers (“Topic 606”): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”). ASU 2025-07, expands an existing scope exception under Topic 815 to exclude non-exchange-traded contracts where the underlying is based on the operations or activities specific to one of the contract parties. The Group is currently evaluating the impact that this update will have on the unaudited condensed consolidated financial statements.
In November 2025, the FASB issued ASU 2025-08, Financial Instruments — Credit Losses (“Topic 326”): Purchased Loans (“ASU 2025-08”). The amendments expand the population of acquired loans subject to the gross-up approach, treating non-credit-deteriorated loans (excluding credit cards) as “seasoned” if purchased at least 90 days after origination or acquired in a business combination. ASU 2025-08 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Group is currently evaluating the impact that this update will have on the unaudited condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The purpose of this update is to improve the clarity and organization of interim reporting guidance and to enhance the disclosure requirements applicable to interim financial statements. ASU 2025-11 does not change the fundamental principles of interim reporting but clarifies the scope and presentation of required disclosures. A public business entity shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2027. An entity other than a public business entity shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2028. The Group is currently evaluating the impact that this update will have on the unaudited condensed consolidated financial statements.
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the unaudited condensed consolidated financial statements upon adoption. The Group does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its unaudited condensed consolidated financial condition, results of operations, cash flows or disclosures.
F-21
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
4. DISCONTINUED OPERATIONS
On February 5, 2026, the Group entered into a
share transfer agreement with a third party, Energy Plus Management Limited, pursuant to which the Group agreed to dispose of its entire
equity interest in ICONIQ, representing
As the sale of the ICONIQ represented a strategic
shift that will have a major effect on the Group’s operations and financial results, the Group disclosed the results of the business
of ICONIQ as discontinued operation. The Group recognized a disposal gain of US$
Upon disposal, cash, cash equivalents and restricted
cash of US$
The comparative unaudited condensed consolidated statements of operations have been represented to show the discontinued operations separately from continuing operations. Details of the results from discontinued operations, net of tax are set out below:
| For the six months ended June 30, | ||||||||
| 2026* | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Discontinued Operations: | ||||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Other income, net | ||||||||
| Interest expenses, net | ( | ) | ( | ) | ||||
| Net gain from discontinued operations | ||||||||
| Income tax provision | ||||||||
| Income from discontinued operations, net of tax | $ | $ | ||||||
| * |
5. ASSET ACQUISITION
Asset Acquisition of Neurovia AI Limited (the “Neurovia”)
On May 4, 2026, the Group entered into a share
purchase agreement to acquire
Neurovia is a pre-operational entity with no historical operations, workforce, customer contracts, or substantive processes. Accordingly, management determined that the acquisition did not meet the definition of a business under ASC 805 and was therefore accounted for as an asset acquisition.
The acquisition was undertaken to obtain an exclusive
contractual right to use certain AI data processing and compression technologies, with an initial term of
The Group engaged an independent third-party valuation
specialist to assist in determining the fair value of the purchase consideration and the identifiable net assets acquired. Based on the
valuation performed as of the acquisition date, the fair value of the purchase consideration was determined to be US$
F-22
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
6. BUSINESS COMBINATION
Business combination of QC Capital Limited (the “QC Capital”)
On June 12, 2026, the Group entered into a share
purchase agreement with QC Capital Limited (“QC Capital”), a technology company incorporated under the laws of BVI. Pursuant
to the share purchase agreement, the Group will acquire from the sellers
The acquisition was completed on June 15, 2026,
upon which the Group issued
Although QC Capital was a newly established holding company, it controlled operating entities through a series of contractual arrangements (the “VIEs”). While the VIEs had not generated historical revenues prior to the acquisition date, they had established the workforce, operational processes, contractual arrangements, and technology necessary to conduct business activities. Management determined that the acquired set met the definition of a business under ASC 805 and accounted for the acquisition as a business combination.
The Group engaged an independent third-party valuation
specialist to assist management in determining the fair value of the purchase consideration transferred and the identifiable assets acquired
and liabilities assumed as of the acquisition date. Based on the valuation performed as of June 15, 2026, the fair value of the purchase
consideration was determined to be US$
The following table summarizes the preliminary allocation of the purchase consideration to the identifiable assets acquired and liabilities assumed as of the acquisition date:
| Fair value | ||||
| Customer relationship | $ | |||
| Software | ||||
| Goodwill | ||||
| Deferred tax liabilities (1) | ( | ) | ||
| Total | $ | |||
| (1) |
F-23
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
7. ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Accounts receivable | $ | $ | ||||||
| Less: Allowance for expected credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
For the six months ended June 30, 2026 and 2025, the Group did record any allowance for expected credit losses or any reversal of previously recognized allowance from continuing operations.
8. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consisted of the following:
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Loans to third parties (i) | $ | $ | ||||||
| Prepaid investment funds (ii) | ||||||||
| Amounts due from export agent (iii) | ||||||||
| Deposit | ||||||||
| Advance to staff | ||||||||
| Others | ||||||||
| Less: allowance for expected credit losses | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets, net | $ | $ | ||||||
| (i) |
F-24
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
8. PREPAID EXPENSES AND OTHER CURRENT ASSETS (cont.)
| (ii) |
| (iii) |
For the six months ended June 30, 2026 and 2025,
the Group did not recognize any credit losses from continuing operations. During the six months ended June 30, 2026, the Group recognized
an impairment loss of US$
9. INTANGIBLE ASSETS, NET
Intangible assets, net, consisted of the following:
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Exclusive contractual technology license(i) | $ | $ | ||||||
| Customer relationship(i) | ||||||||
| Software(i) | ||||||||
| Total intangible assets | - | |||||||
| Less: Accumulated amortization | ( | ) | ||||||
| Intangible assets, net | $ | $ | ||||||
| (i) |
Amortization expenses amounted to US$
As of June 30, 2026, the estimated future amortization expenses of the intangible assets were as follow:
| For the year ended December 31, | Amount | |||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total amortization expenses | $ | |||
F-25
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
10. LOANS FROM A THIRD PARTY RELATED TO DISCONTINUED OPERATINS
As of June 30, 2026 and December 31, 2025, loans from a third party consisted of obligations historically incurred by ICONIQ and its subsidiaries. Following the disposal of ICONIQ on February 5, 2026, these obligations were classified as liabilities from discontinued operations in the unaudited condensed consolidated balance sheets.
Loans from a third party consisted of the principal
and legal fees for the loans from Tianjin Yizhong Jinshajiang Equity Investment Fund Partnership (“Yizhong”). In 2016 and
2017, Tianqi Group entered into two convertible debt agreements with Yizhong. According to the agreements, Yizhong provided loans of US$
In 2022, Yizhong and the Group reached an instalment
plan which allowed the Group to repay the outstanding obligations totaling US$
Tianqi Group executed the instalment plan and
repaid the accrued interests and part of the legal fees in the amount of US$
Pursuant to the supplemental settlement agreement dated August 8, 2025, Yunmi New Energy Technology Ltd. (“Yunmi), a related-party guarantor, provided a joint and several liability guarantee for the Group’s repayment obligations under the instalment plan to Yizhong.
On August 25, 2025, the board of directors approved
the settlement of a debt of US$
Although the Group had no continuing liability
for the historical Yizhong obligations following the disposal of ICONIQ, the Group voluntarily agreed to undertake a portion of the repayment
obligation in order to facilitate the settlement of the outstanding debt. On January 21, 2026, the Group entered into a definitive agreement
with Yunmi pursuant to which the Group agreed to issue
Because the Group became obligated under this
settlement arrangement on January 21, 2026, the Group recognized an expense of approximately US$
11. WARRANTS
In connection with the Business Combination, the
Company assumed
Common Stock Warrants became exercisable on the
later of (a) the completion of the Business Combination or (b) 12 months from the closing of the initial public offering (“IPO”)
(February 19, 2020). The common stock warrants will expire
Public Warrants
As of June 30, 2026 and December 31, 2025, the
Company had
The Company may redeem the Public Warrants in whole and not in part,
at a price of US$
| ● | at any time while the Warrants are exercisable, |
| ● | upon
not less than |
F-26
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
11. WARRANTS (cont.)
| ● | if, and only if, the reported last sale price of the ordinary shares equals or exceeds US$ |
| ● | if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. |
If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such warrants. Accordingly, the warrants may expire worthless.
Detail related to Public Warrant activity for the six months ended June 30, 2026, was as follows:
| Public Warrants | Number of Warrants |
Weighted Average Exercise Price ($) |
||||||
| Balances as of December 31, 2025 | $ | |||||||
| Exercised | ||||||||
| Balances as of June 30, 2026 (Unaudited) | $ | |||||||
For the six months ended June 30, 2026, Public Warrants were exercised, resulting in gross proceeds.
Warrant liabilities
As of June 30, 2026 and December 31, 2025, the
Company had
The Private Warrants are identical to the Public
Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the ordinary shares issuable upon the exercise
of the Private Warrants will not be transferable, assignable or salable until
The Representative Warrants are different from
Public and Private Warrants. The exercise price of Representative Warrants is US$
As of June 30, 2026, the remaining contractual
term for the outstanding Private Warrants and Representative Warrants to purchase our ordinary shares were
F-27
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
12. CONVERTIBLE NOTES
On December 10, 2025, the Company entered into
a securities purchase agreement (the “SPA”) with JAK Mobility Ventures II LLC (“JAK”, “the investor”),
under which the Company may issue, and JAK may purchase, convertible notes (the “Notes”) in an aggregate principal amount
of up to US$
As of June 30, 2026, the Company had issued Notes
with an aggregate principal amount of US$
After giving effect to the applicable original
issue discounts and transaction costs, the Company received net proceeds of approximately US$
All Notes issued under the SPA contain substantially
identical terms and conditions. The Notes mature two years after issuance, bear no interest, and rank pari passu with all other Notes.
Upon an Event of Default, the Notes accrue interest at
Proceeds from the Notes are to be used for general
corporate purposes and working capital, with up to US$
Conversion of convertible notes
During the six months ended June 30, 2026, JAK
completed a series of conversions with an aggregate conversion amount of US$
As of June 30, 2026, the Initial Note and the
Second Note had been fully converted, except that US$
Accounting for the convertible notes
The Company has elected to recognize the convertible
note at fair value and therefore there was no further evaluation of embedded features for bifurcation. The convertible note was recognized
at fair value at the issuance date and is measured subsequently at fair value at each reporting date, with changes in fair value recognized
in earnings. For the six months ended June 30, 2026, the Company recognized a loss of US$
The Company engaged third party valuation firm
to perform the valuation of convertible notes. The fair value of the convertible notes is calculated using the Scenario-based Discounted
Cash Flows with Monte Carlo Simulation Model (the “Monte Carlo Model”).
| Initial Note Issuance | Reporting date | Second Note Issuance | Third Note Issuance | Reporting date | ||||||||||||||||
| December 10, 2025 | December 31, 2025 | May 14, 2026 | June 5, 2026 | June 30, 2026 | ||||||||||||||||
| Risk-free interest rate | % | % | * | % | % | |||||||||||||||
| Expected life | ||||||||||||||||||||
| Share price | $ | $ | $ | $ | $ | |||||||||||||||
| Volatility | % | % | * | % | % | |||||||||||||||
| Conversion Multiple Threshold | x | x | * | x | x | |||||||||||||||
| * |
F-28
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
12. CONVERTIBLE NOTES (cont.)
Sensitivity Analysis of Convertible Notes
The fair value of the convertible notes is subject to changes in certain key assumptions, among which the conversion multiple threshold is one of the most significant unobservable inputs.
The conversion multiple threshold represents management’s estimate of the level at which conversion is economically rational and directly impacts the probability and timing of conversion events.
The following table presents a sensitivity analysis of the fair value of the convertible notes, assuming changes in the conversion multiple threshold while all other inputs are held constant. The sensitivity range reflects management’s reasonably possible variation in this unobservable input based on internal estimates and market comparables. Amounts are presented in thousands.
Sensitivity analysis of the Initial Note
| 1.10x | 1.17x | 1.20x | ||||||||||
| As of December 10, 2025 | ||||||||||||
| As of December 31, 2025 |
| * | As of June 30, 2026, the First Note had been fully converted into equity. Therefore, there was no outstanding balance of the First Note as of June 30, 2026, and no sensitivity analysis was required. |
Sensitivity analysis of the Second Note
As the Second Note was immediately converted into equity upon purchase, there was no outstanding convertible note balance subject to fair value remeasurement. Accordingly, no sensitivity analysis was required.
Sensitivity analysis of the Third Note
| 1.20x | 1.22x | 1.30x | ||||||||||
| As of June 5, 2026 | ||||||||||||
| AS of June 30, 2026 |
F-29
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
13. ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following:
As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Accrued delivery service fees (i) | $ | $ | ||||||
| Payroll payable | ||||||||
| Output VAT | ||||||||
| Amount due to a third party (ii) | ||||||||
| Accrued expense | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
| (i) |
| (ii) |
Legal Proceedings — Loop Capital Dispute
On May 3, 2023, a winding up petition was brought
by Loop Capital Markets LLC (“Loop Capital”) against ICONIQ before Cayman Grand Court (the “Loop Capital Petition”),
claiming a total amount of US$
14. LEASES
The balances for the operating leases where the Group is the lessee are presented as follows:
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Lease liabilities – current | $ | ( | ) | $ | ||||
| Lease liabilities – non-current | ( | ) | ||||||
| Total operating lease liabilities | $ | ( | ) | $ | ||||
Asset Contribution and Share Issuance Agreement with JW International LLC-FZ
On August 8, 2025, the Group entered into an agreement
with JW International LLC FZ pursuant to which the Group obtained exclusive usage rights to a CKD automotive assembly facility located
in Pakistan for a period of four years. In consideration for such rights, the Group issued
F-30
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
14. LEASES (cont.)
The
Group evaluated the arrangement under ASC 842, Leases, and concluded that the agreement contains a lease as the Group obtained the right
to control the use of an identified asset (i.e., the CKD automotive assembly facility) for a specified period of time. As the
The Group recognized a right-of-use asset of approximately
US$
The remaining operating lease right-of-use assets and lease liabilities primarily relate to other operating leases for which the Group is required to make periodic lease payments over the respective lease terms.
The components of operating lease expense are as follows:
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Operating lease expense | $ | $ | ||||||
| Short-term lease expense | ||||||||
| Total lease expense | $ | $ | ||||||
Short-term leases included lease of offices, warehouse and others with a term of 12 months or less, which were excluded from the recognition of right-of-use assets or lease liabilities.
Both operating lease expenses and short-term lease expenses are recognized as general and administrative expenses.
Other information related to operating leases where the Group is the lessee is as follows:
As
of | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Weighted-average remaining lease term (in years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
Because most of the leases do not provide an implicit rate of return, the Group referenced the local interbank offered rates prevailing at lease commencement date to calculate the present value of lease payments: EIBOR for AED leases and TIBOR for JPY leases.
The following is a schedule of future minimum payments under the Group’s operating leases as of June 30, 2026:
| For the years ended December 31, | Amount | |||
| Remainder of 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total operating lease liabilities, net of interest | $ | |||
F-31
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
15. SHARE-BASED COMPENSATION
2022 Equity Incentive Plan
On August 25, 2025, the Group adopted the 2022 Equity Incentive Plan (“2022 Plan”), which permits the granting of share options, restricted share units, restricted shares, and other equity-based awards to employees, directors, and consultants of the Group. Under the Group’s 2022 Plan, RSUs and restricted shares may vest upon grant or over a period determined at the time of grant, and options will vest as specified in the individual award agreements. The purpose of the 2022 Plan is to attract, retain, and motivate key personnel by providing incentives through equity-based awards, aligning their interests with the long-term success of the Group.
2026 Equity Incentive Plan
On February 27, 2026, the Group adopted the Equity Incentive Plan (2026) (the “2026 Plan”), which is substantially consistent with the Group’s previously adopted 2022 Plan, except for the major revisions on authorized shares, as described below.
Subject to the adjustment provisions and the evergreen
provision in the 2026 Plan, a total of Class B ordinary shares equal to fifteen percent (
2026 Equity Incentive Plan (2)
The Group adopted the 2026 Equity Incentive Plan (2) (the “2026 EIP (2)”) on June 8, 2026, upon approval by the Board of Directors. The 2026 EIP (2) is substantially similar to the Group’s 2026 Equity Incentive Plan, except for certain revisions to the number of shares authorized for issuance thereunder.
Subject to the adjustment provisions and evergreen
provisions of the 2026 EIP (2), the Group has reserved for issuance under the 2026 EIP (2) (i) a number of Class B ordinary shares equal
to
Restricted Shares for existing employees
Restricted Shares for existing employees during 2025
On August 25, 2025, the Group granted 15 active
employees and five independent directors amounting to
On September 17, 2025, the Group granted 1 active
employee amounting to
On November 28, 2025, the Group granted 1 active
employee amounting to
The vesting schedules of the share-based awards granted to employees vary depending on factors such as their employment commencement dates and contributions to the Company, as specified in the respective individual award agreements.
For the majority of employees, the vesting schedules are as follows:
| ● | Employees who joined the Company on or before July 28, 2023: |
| ● | Employees who joined the Company between July 28, 2023 and July 19, 2024: |
Accordingly, the share-based awards granted to employees contain only service conditions and follow a graded vesting schedule. As such, compensation expense related to these awards is recognized over the requisite service period using the graded vesting attribution method.
Restricted Shares for existing employees during 2026
Effective January 1, 2026, the Company adopted
an equity compensation arrangement for its
F-32
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
15. SHARE-BASED COMPENSATION (cont.)
On March 3, 2026, the Company granted an aggregate
of
On May 5, 2026, the Group granted Mr. Alan Nan
Wu amounting to
On May 11, 2026, the Group granted
On June 8, 2026, the Group granted 7 active employees
or directors amounting to
The following table summarized the Company’s restricted share activities:
| Number of nonvested restricted shares | Weighted average fair value per ordinary share at the grant dates | |||||||
| Outstanding as of December 31, 2025 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | ( | ) | |||
| Forfeited | ( | ) | $ | ( | ) | |||
| Outstanding as of June 30, 2026 (Unaudited) | $ | |||||||
The Company grants both Class A ordinary shares and Class B ordinary shares under its equity incentive plans. As the two classes of ordinary shares have identical economic rights and Class A ordinary shares are convertible into Class B ordinary shares on a one-for-one basis, the Company determined that the grant-date fair values of the two classes of shares were substantially equivalent. Accordingly, restricted share activity is presented on a combined basis.
Total share-based compensation expenses recognized
for these restricted shares for the six months ended June 30, 2026 were US$
Restricted Shares for external consultants
On August 25, 2025, the Group granted 5 external
consultants amounting to
The vesting schedules are as follows:
Accordingly, the share-based awards granted to external consultants contain only service conditions and follow a graded vesting schedule. As such, compensation expense related to these awards is recognized over the requisite service period using the graded vesting attribution method.
F-33
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
15. SHARE-BASED COMPENSATION (cont.)
The following table summarized the Company’s restricted share activities under the 2022 Plan:
| Number of nonvested restricted shares | Weighted average fair value per ordinary share at the grant dates | |||||||
| Outstanding as of December 31, 2025 | $ | |||||||
| Granted | $ | |||||||
| Vested | $ | |||||||
| Forfeited | $ | |||||||
| Outstanding as of June 30, 2026 (Unaudited) | $ | |||||||
Total share-based compensation expenses recognized
for these restricted shares for the six months ended June 30, 2026 were US$
Other share-based compensation
On September 18, 2025, the Company agreed to grant
an aggregate of
On January 21, 2026, the Company became obligated
to issue
On January 26, 2026, the Company issued
F-34
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
15. SHARE-BASED COMPENSATION (cont.)
On January 28, 2026, the Company entered into
a consultancy agreement with a third-party consultant. Under the agreement, the consultant was granted
On May 4, 2026, the Company granted
On June 9, 2026, the Company granted
16. TAXATION
Cayman Islands
The Company was incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.
British Virgin Islands
The Company’s subsidiaries incorporated in the British Virgin Islands are not subject to taxation in the British Virgin Islands.
United Arab Emirates
The Company’s subsidiaries incorporated in United Arab Emirates (the “UAE”) are currently not subject to taxation in United Arab Emirates, as companies operating in the designated free zones of the UAE and not conducting business activities in the UAE mainland are exempt from corporate taxes or customs duty.
Hong Kong
The Company’s subsidiaries incorporated
in Hong Kong are subjected to Hong Kong profits tax. With effect from April 1, 2018, a two-tiered profits tax rate regime
applies. The profits tax rate for the first Hong Kong dollars (“HKD”)
F-35
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
16. TAXATION (cont.)
Mainland China
Generally, the Company’s WFOE and subsidiaries,
which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income
as determined under PRC tax laws and accounting standards at a rate of
According to the Announcement on Further Implementing
the Income Tax Preferential Policies for Small and Micro Enterprises (Caishui [2023] No. 06) issued by the Ministry of Finance and the
State Taxation Administration on March 14, 2022, for small and low-profit enterprises with an annual taxable income exceeding RMB
For the six months ended June 30, 2026, Jiangsu Qingfeng Chuanyin Technology Co., Ltd., Jiangsu Hong’anlin Artificial Intelligence Technology Co., Ltd. and Jiangsu Ruilinchuan Artificial Intelligence Technology Co., Ltd. were qualified as small-scale and low profit enterprise.
United States
The Company’s subsidiary, which incorporated
in United States in 2022, is subject to statutory U.S. Federal corporate income tax at a rate of
Japan
The Company’s subsidiary incorporated in
Japan in December 2025 is subject to Japanese corporate income taxes on taxable income determined based on its statutory financial statements,
as adjusted in accordance with applicable Japanese tax laws. The applicable tax rate is
For the six months ended June 30, 2026 and 2025,
the Group recognized US$
The following table sets forth reconciliation between the statutory income tax rate and the effective tax rates:
| For the six months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Statutory income tax rate in PRC | % | % | ||||||
| Tax effect of non-deductible items | ( | )% | ( | )% | ||||
| Tax effect of fair value change of derivative warrant liability | % | |||||||
| Tax effect of fair value change of convertible notes | ( | )% | ||||||
| Tax effect of share-based compensation | ( | )% | ||||||
| Tax effect of income tax rate differences in jurisdictions other than the PRC | ( | )% | ( | )% | ||||
| Change in valuation allowance | ( | )% | ( | )% | ||||
| Effective tax rate | ( | )% | ||||||
The Group does not file combined or consolidated
tax returns, therefore, losses from individual subsidiaries of the Group may not be used to offset other subsidiaries’ earnings
within the Group. Valuation allowance is considered on each individual subsidiary basis. Full valuation allowance of US$
F-36
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
17. ORDINARY SHARES
The Company is authorized to issue a total of
Increase in share capital
Effective October 23, 2025, the Group increased
its authorized share capital from US$
Reverse Stock Split
The Company implemented a 1-for-20 reverse share
split of all classes of our ordinary shares effective on April 6, 2026 pursuant to which every 20 ordinary shares was combined into one
ordinary share. As a result of the reverse stock split, the par value of the Class A ordinary shares and Class B ordinary shares changed
from US$
Ordinary shares
On July 31, 2025, the Company issued
On August 5, 2025, the Company issued an aggregate
of
On September 18, 2025, the Company issued
During the year ended December 31, 2025, the Company
granted an aggregate of
During the six months ended June 30, 2026, the
Company granted an aggregate of
During the year ended December 31, 2025, the Company
granted an aggregate of
F-37
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
17. ORDINARY SHARES (cont.)
During the year ended December 31, 2025, the Company
issued an aggregate of
On February 25, 2026, the Group entered into a
settlement agreement with Mr. Shen Heyong to settle outstanding consulting fees of US$
During the six months ended June 30, 2026, the
Company completed the acquisitions of Neurovia and QC Capital. In connection with these acquisitions, the Company issued an aggregate
of
During the six months ended June 30, 2026, in
connection with the acquisition of exclusive usage rights to a CKD automotive assembly facility in Pakistan, the Company issued
During the six months ended June 30, 2026, JAK
completed a series of conversions with an aggregate conversion amount of US$
During the six months ended June 30, 2026, pursuant
to the Equity Purchase Facility, the Company completed multiple Advances, pursuant to which it issued an aggregate of
As of June 30, 2026 and December 31, 2025,
Equity Purchase Facility
On December 11, 2025, the Group entered into an
Equity Purchase Facility Agreement (the “EPFA”) with SZOP Opportunities I LLC (“SZOP”), pursuant to which the
Group has the right, but not the obligation, to sell up to US$
Under the EPFA, the Group may, at its sole discretion
and subject to the terms and conditions set forth therein, deliver advance notices to require SZOP to purchase specified amounts of shares
(each, an “Advance”), subject to a maximum advance amount per notice. There is no minimum usage requirement and no commitment
or non-usage fee. The EPFA limits SZOP’s beneficial ownership to
The Group is restricted from entering into certain variable rate transactions during the term of the EPFA and is subject to limitations on additional equity issuances during the defined restricted period, including providing SZOP participation rights in certain subsequent placements.
During the six months ended June 30, 2026, the
Company have received gross proceeds of approximately US$
F-38
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
18. RELATED PARTY TRANSACTIONS
(a) The table below sets forth the related parties and their relationships with the Group, with which the Group has transactions:
| No. | Name of Related Parties | Relationship | ||
| 1 | Mr. Alan Nan Wu | |||
| 2 | Mr. Benjamin Zhai | |||
| 3 | Mr. Chenxuan Zhao | |||
| 4 | Yunmi New Energy Technology Ltd. (“Yunmi) |
(b) The Group had the following significant related party transactions for the six months ended June 30, 2026 and 2025:
| For the six months ended June 30, |
||||||||
| Nature | 2026 | 2025 | ||||||
| (Unaudited) | (Unaudited) | |||||||
| Loan proceeds from related parties | ||||||||
| – Mr. Benjamin Zhai (i) | $ | $ | ||||||
| – Mr. Alan Nan Wu (ii) | ||||||||
| Repayments to related parties | ||||||||
| – Mr. Benjamin Zhai (i) | ||||||||
| – Mr. Alan Nan Wu (ii) | ||||||||
| Loan to a related party | ||||||||
| – Mr. Chenxuan Zhao (iii) | ||||||||
| A compensation | ||||||||
| – Yunmi (see Note 15 share-based compensation for details) | $ | $ | ||||||
F-39
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
18. RELATED PARTY TRANSACTIONS (cont.)
(c) The Group had the following related party balances with the related parties mentioned above:
| As of June 30, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Amounts due from a related party: | ||||||||
| – Mr. Chenxuan Zhao (iii) | $ | $ | ||||||
| Amount due from a related party, net | $ | $ | ||||||
| Amounts due to related parties: | ||||||||
| – Mr. Alan Nan Wu (ii) | $ | $ | ||||||
| – Mr. Benjamin Zhai (i) | ||||||||
| Total | $ | $ | ||||||
| (i) |
| (ii) |
| (iii) |
For the six months ended June 30, 2026 and 2025, the Group did not recognize any allowance for credit losses on amounts due from related parties from continuing operations.
F-40
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
19. COMMITMENTS AND CONTINGENCIES
Contingencies
The Group is, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of the management, while the outcome of any such claims and disputes cannot be predicted with certainty, its ultimate liability in connection with these matters is not expected to have a material adverse effect on the Group’s results of operations.
Except for the Disputes described below, the Group is not aware of any pending or threatened claims and litigation as of June 30, 2026 and through the issuance date of these unaudited condensed consolidated financial statements.
Puluo Debt
During 2018, Tianqi Group entered into a series
of agreements with Taizhou Puluo New Energy Automobile Equity Investment Enterprise (Limited Partnership) (“Puluo”) and had
received several loans from Puluo totaled RMB
In December 2021, to settle the Puluo Debts, Tianqi
Group entered into a series of supplemental agreements (the “New Agreements”) with Puluo, Guozhong Tianhong Asset Management
(Tianjin) Co., LTD (“Guozhong Tianhong”), and Tianjin Tuoda. Under the New Agreements, Guozhong Tianhong acquired the Puluo
Debts from Puluo, resulting in a payment obligation of RMB
According to the New Agreements, in the event that the Group fails to obtain approval from the SEC and complete a business combination before December 31, 2022, Guozhong Tianhong is obligated to transfer both the Puluo Debts and its equity interest of Tianqi Group to Tianjin Tuoda. Subsequently, on January 1, 2023, Tianjin Tuoda would assume responsibility for repaying the Puluo Debts to Puluo while also acquiring the equity interests of Tianqi Group. However, the consummation of a business combination before December 31, 2022 would require Guozhong Tianhong to pay back Puluo Debts in two installments within a period of two years from the date of the business combination. Additionally, within this same timeframe following completion of the business combination, Tianjin Tuoda will make two installment payments towards indemnifying Puluo (referred to as “Indemnification”). On November 11, 2022, the Company consummated the business combination with East Stone.
According to the New Agreements, the Group assumed joint and several liability (the “Joint and Several Liability”) for both the repayment of the Puluo Debts and the Indemnification from Guozhong Tianhong or Tianjin Tuoda (the “Co-obligator”) to Puluo. Additionally, Mr. Alan Nan Wu assumed joint and several liability for the repayment of the Indemnification from Tianjin Tuoda to Puluo.
In 2022, eight shareholders of the Group signed letters of support to demonstrate their commitment to providing financial support to Tianjin Tuoda for its indebtedness in the event that the Group fails to complete a business combination, as well as assuming joint and several liability of the Group for the repayment of both the Puluo Debts and the Indemnification. In 2023, (i) two shareholders of the Group signed letters of support to commit their financial support to Tianjin Tuoda and Guozhong Tianhong for the indebtedness, as well as assuming the joint and several liability for the repayment of both the Puluo Debts and the Indemnification, and (ii) Guozhong Tianhong signed a letter to commit its repayment of the debt to Puluo (collectively, the “Shareholders’ Support”).
As of February 5, 2026, the disposal date of ICONIQ,
and December 31, 2025, the Puluo Debts payable by Guozhong Tianhong were US$
F-41
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
19. COMMITMENTS AND CONTINGENCIES (cont.)
Pursuant to a supplemental agreement entered into in 2025, Vision Path was added as a new co-obligor and Long Hope Holdings Limited was introduced as an additional guarantor, both jointly undertaking the relevant joint and several guarantee obligations. The parties further acknowledged that, except in the case of acceleration events, the creditors will not seek to enforce the Group’s joint and several guarantee obligations under the termination agreement before December 31, 2027.
In consideration for the provision of guarantee
services by Vision Path and Long Hope, the Group issued
The management assessed the Joint and Several Liability in accordance with ASC 405-40. As of December 31, 2025, the Group had not recognized a liability in respect of such arrangement, based on the following considerations:
(i) Enforcement restriction
Under the relevant agreements, except in the case of specified acceleration events, the creditors are not entitled to enforce the Group’s joint and several guarantee obligations prior to December 31, 2027. As of December 31, 2025, no acceleration event had been triggered.
(ii) Assessment of acceleration and legal analysis
Based on the contractual terms and relevant legal analysis, the Group has not triggered any acceleration events as of December 31, 2025. Furthermore, the arrangement does not specify the Group’s payment obligations, and accordingly, no present obligation requiring recognition has been identified as of December 31 2025.
(iii) Mitigation considerations
Management believes that, even in the event of potential acceleration, it would take appropriate actions to address and resolve any related obligations.
In February 2026, the Group completed the disposal of ICONIQ. Under the relevant transaction agreement, all liabilities and guarantees of ICONIQ, whether contingent or actual, were assumed by and remained the responsibility of the purchaser, and the Group retained no continuing liability in respect thereof. As the contractual arrangements relating to the Puluo Debt were entered into by ICONIQ, the Group believes it has no remaining exposure following the disposal. Accordingly, no liability was recognized as of June 30, 2026. See Note 4 Discontinued Operations for details.
Mr. Alan Nan Wu, the Group’s shareholder and executive chairman, continues to provide a personal guarantee in respect of the Puluo Debt in his individual capacity. Such personal guarantee does not constitute an obligation or guarantee of the Group and does not give rise to any liability of the Group.
F-42
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
19. COMMITMENTS AND CONTINGENCIES (cont.)
Canshi Dispute
On July 31, 2021, Shanghai Canshi Investment Management
Co., Ltd. (“Canshi”), Tianjin Tuoda, the Group, and Mr. Alan Nan Wu entered into a supplementary settlement agreement. Under
this agreement, the Group agreed to provide a joint and several guarantee for Tuoda’s repayment of a RMB
The Group completed its listing on November 14,
2022, and the compensation became due on May 14, 2023. The Group, however, failed to make the payment. On April 28, 2025, Canshi filed
a civil complaint with the Shanghai No. 1 Intermediate People’s Court against the Group, Mr. Alan Nan Wu, and Mr. Fu Xing, claiming
(i) compensation of RMB
According to the legal opinion dated September 25, 2025, the relevant clause of the agreement has been deemed invalid and is unlikely to be upheld by the courts. As a result, no compensation is expected to be payable under this claim, and the estimated liability arising from this litigation is . The Group does not expect any material adverse impact from this matter.
In February 2026, the Group completed the disposal of ICONIQ. Under the relevant transaction agreement, all liabilities and guarantees of ICONIQ, whether contingent or actual, were assumed by and remained the responsibility of the purchaser, and the Group retained no continuing liability in respect thereof. As the contractual arrangements relating to the Canshi Dispute were entered into by ICONIQ, the Group believes it has no remaining exposure following the disposal. See Note 4 Discontinued Operations for details.
Mr. Alan Nan Wu, the Group’s shareholder and executive chairman, continues to provide a personal guarantee in respect of the Canshi Dispute in his individual capacity. Such personal guarantee does not constitute an obligation or guarantee of the Group and does not give rise to any liability of the Group.
F-43
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
20. SEGMENT REPORTING
Prior to the acquisition of QC Capital Limited
in June 2026, the Group operated in a single operating segment. Following the acquisition, the Group operates in
The table below provides information about Group’s segment (in thousands):
| For the six months ended June 30, | ||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||
| Sales of smart electric vehicles | Operational management and delivery services | Corporate and unallocated | Total | Consolidated | ||||||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Less: | ||||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Segment gross profit (loss) | ( | ) | ( | ) | ||||||||||||||||
| Less: | ||||||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Changes in fair value of warrant liabilities | ( | ) | ||||||||||||||||||
| Changes in fair value of convertible notes | ( | ) | ( | ) | ||||||||||||||||
| Disposal loss of property and equipment | ( | ) | ||||||||||||||||||
| Inventory write-downs | ( | ) | ||||||||||||||||||
| Salary expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Share-based compensation | ( | ) | ( | ) | ||||||||||||||||
| Other operating expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Interest (expenses) income, net | ( | ) | ( | ) | ||||||||||||||||
| Other income, net | ||||||||||||||||||||
| Income tax provision | ||||||||||||||||||||
| Segment loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
F-44
ROBO.AI INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars in thousands, except share and per share data)
21. SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date of issuance of the unaudited condensed consolidated financial statements. Except for the events mentioned below, the Company did not identify any subsequent events with material financial impact on the Company’s unaudited condensed consolidated financial statements.
Settlement of Loop Capital Dispute
On July 2, 2026, the Group entered into a Share
Subscription Agreement with Loop Capital Markets LLC (“Loop Capital”) to resolve certain claims arising from an engagement
letter entered into between Loop Capital and ICONIQ. In connection with such claims, Loop Capital had initiated arbitration proceedings
against ICONIQ. On January 31, 2025, an arbitration award was issued requiring ICONIQ to pay Loop Capital approximately US$
Pursuant to the Share Subscription Agreement,
the Group issued
Upon the effectiveness of the resale registration statement, the Group, ICONIQ, and Loop Capital will enter into a Mutual General Release Letter, pursuant to which the parties will release all claims, liabilities, obligations and demands arising from or relating to matters occurring on or prior to the execution date of such release.
Issuance of new Convertible Notes
On July 15, 2026, the Group entered into a securities
purchase agreement with JAK, pursuant to which the Group agreed to issue and sell, in multiple closings, senior convertible notes with
an aggregate original principal amount of up to US$
The Notes contain certain conversion limitations, including a beneficial ownership limitation that restricts the Note Investor from converting Notes to the extent such conversion would result in the Note Investor and its affiliates beneficially owning more than 9.99% of the Group’s outstanding Class B ordinary shares, subject to adjustment in accordance with the terms of the Notes.
The Group expects to use the net proceeds from the issuance of the Notes for general corporate purposes and working capital requirements. Pursuant to the July Purchase Agreement, the Group is subject to certain customary covenants, including limitations on the issuance of certain equity or equity-linked securities and variable-rate transactions during the applicable covenant period.
Conversion of convertible note
Subsequent to June 30, 2026 and through the date
of issuance of these unaudited condensed consolidated financial statements, JAK completed a series of conversions, with an aggregate conversion
amount of US$
Office Lease Agreement
On June 17, 2026, the Group entered into a
two-year office lease agreement with a third party, with a lease commencement date of July 1, 2026. The total future lease payments
under the agreement amount to US$
F-45
Exhibit 99.2
Robo.ai Inc. Reports First Half 2026 Financial Results
Shareholders’ Equity Swings to US$95.8 Million from a US$116.1 Million Deficit
DUBAI, UAE, August 24, 2026 — Robo.ai Inc. (Nasdaq: AIIO) (“Robo.ai” or the “Company”), a UAE-based Nasdaq-listed company, today announced its unaudited financial results for the six months ended June 30, 2026.
The Company views the first half of 2026 as a structural reset and the beginning of its next phase of development. The disposal of its legacy ICONIQ business and the completion of two acquisitions divested the majority of its legacy liabilities, returned shareholders’ equity to positive territory, and established a foundation of technology and operating assets for future growth.
“The first half of 2026 put Robo.ai on a new footing, and we made meaningful progress across our key priorities,” said Benjamin Zhai, Chief Executive Officer of Robo.ai. “Alongside these transactions, we advanced the localization of our operations in the United Arab Emirates, reorganized our business structure around the acquired assets, and clarified our commercial model and development priorities. We are now focusing on integrating the acquired businesses and realizing their commercial potential. We believe that these efforts position Robo.ai to capture emerging opportunities as these industries continue to develop.”
First Half 2026 Highlights
| · | Net revenue was US$55.1 million, compared with US$0.6 million for the same period of 2025. The increase was primarily attributable to the acquisition of QC Capital completed on June 15, 2026, whose operational management and delivery services contributed US$54.4 million from the acquisition date to period end. |
| · | Gross profit was US$0.2 million, compared with a loss of US$0.4 million for the same period of 2025. |
| · | Net income attributable to Robo.ai’s shareholders was US$46.7 million, predominantly driven by income from discontinued operations, compared with a net loss attributable to Robo.ai’s shareholders of US$2.2 million for the same period of 2025. |
| · | Basic and diluted income per ordinary share attributable to shareholders was US$0.81, compared with a loss per ordinary share of US$0.15 for the same period of 2025. |
| · | Convertible notes decreased to US$3.0 million as of June 30, 2026 from US$11.1 million as of December 31, 2025, with US$13.6 million of convertible notes settled through issuance of ordinary shares instead of cash during the period. |
| · | Total shareholders’ equity as of June 30, 2026 was US$95.8 million, compared with a shareholders’ deficit of US$116.1 million as of December 31, 2025. |
| · | Cash and cash equivalents were US$2.1 million as of June 30, 2026, compared with US$4.0 million as of December 31, 2025. Net cash used in operating activities was US$2.6 million, while financing activities provided net cash inflows of US$4.8 million. |
| · | Acquisition of Strategic Assets. In May, 2026, the Company acquired 100% of Neurovia AI Limited, an AI-powered data processing and compression technologies company for use in public security, transportation, finance, smart agriculture, and other industries. In June 2026, the Company acquired 100% of QC Capital, an operating business with an established workforce, operational processes and technology, which contributed US$54.4 million in net revenue from the acquisition date through June 30, 2026. |
About Robo.ai Inc.
Robo.ai Inc. (Nasdaq: AIIO), headquartered in Dubai, United Arab Emirates, is a Nasdaq-listed technology group building intelligent infrastructure across four platforms: artificial intelligence; robotics and smart mobility; advanced manufacturing; and digital assets and capital. Its industrial group, Alif Holding, is dedicated to building intelligent industries through the development, integration and manufacturing of AI systems, serving government, public sector and mission-critical domains. Through its subsidiary Neurovia AI, the Company develops AI software and visual data infrastructure. Quantum Core Capital (“QC Capital”), its AI-powered deep-tech holding and venture-building platform, incubates, invests in and operates businesses across artificial intelligence, robotics, digital infrastructure and the next-generation digital economy.
Forward-Looking Statements
This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “targets,” “likely to,” “challenges,” and similar statements. Robo.ai may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical facts, including statements about Robo.ai’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: Robo.ai’s strategies, future business development, and financial condition and results of operations; Robo.ai’s limited operating history in its current business; Robo.ai’s ability to generate positive cash flow and profits; Robo.ai’s ability to compete successfully; Robo.ai’s ability to build its brand and withstand negative publicity; and changes in customer demand and government incentives, subsidies, or other favorable government policies. Further information regarding these and other risks is included in Robo.ai’s filings with the SEC. All information provided in this press release is as of the date of this press release, and Robo.ai does not undertake any obligation to update any forward-looking statement, except as required under applicable law.