Robo.Ai Inc 6-K, filed Oct 27, 2026

Robo.Ai Inc. (AIIO)

6-K 2026-10-27 For: 2026-10-27

Added on October 27, 2026

About this 6-K

Robo.Ai Inc filed this 6-K on October 27, 2026.

Robo.ai Inc. adopted its Seventh Amended and Restated Memorandum and Articles of Association on 26 October 2026, setting authorized capital at US$19,250,000 divided into 385,000,000 shares: 35,000,000 Class A Ordinary Shares and 350,000,000 Class B Ordinary Shares, each with US$0.05 par value. AI summary

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Exhibit No.		Description
99.1		Seventh Amended and Restated Memorandum and Articles of Association of Robo.ai Inc.
99.2		Press Release — Robo.ai Inc. Announces Results of Extraordinary General Meeting

	Robo.ai Inc.

Date: October 27, 2026	By:	/s/ Benjamin Bin Zhai
	Name:	Benjamin Bin Zhai
	Title:	Chief Executive Officer

1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		4
Exclusion of Table A Articles		5

2	Shares	5
Power to issue Shares and options, with or without special rights		5
Power to pay commissions and brokerage fees		6
Trusts not recognised		6
Security interests		7
Power to vary class rights		7
Effect of new Share issue on existing class rights		7
No bearer Shares or warrants		7
Treasury Shares		7
Rights attaching to Treasury Shares and related matters		8
Register of Members		8
Annual Return		8

3	Share certificates	8
Issue of share certificates		8
Renewal of lost or damaged share certificates		9

4	Lien on Shares	9
Nature and scope of lien		9
Company may sell Shares to satisfy lien		9
Authority to execute instrument of transfer		10
Consequences of sale of Shares to satisfy lien		10
Application of proceeds of sale		10

5	Calls on Shares and forfeiture	10
Power to make calls and effect of calls		10
Time when call made		11
Liability of joint holders		11
Interest on unpaid calls		11
Deemed calls		11
Power to accept early payment		11
Power to make different arrangements at time of issue of Shares		11
Notice of default		11

Forfeiture or surrender of Shares		12
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		12
Effect of forfeiture or surrender on former Member		12
Evidence of forfeiture or surrender		12
Sale of forfeited or surrendered Shares		12

6	Transfer of Shares	13
Right to transfer
Form of Transfer		13
Power to refuse registration for Shares not listed on a Designated Stock Exchange		13
Suspension of transfers		13
Company may retain instrument of transfer		13
Notice of refusal to register		13

7	Transmission of Shares	14
Persons entitled on death of a Member		14
Registration of transfer of a Share following death or bankruptcy		14
Indemnity		14
Rights of person entitled to a Share following death or bankruptcy		14

8	Alteration of capital	15
Increasing, consolidating, converting, dividing and cancelling share capital		15
Dealing with fractions resulting from consolidation of Shares		15
Reducing share capital		16

9	Conversion, redemption and purchase of own Shares	16
Power to issue redeemable Shares and to purchase own Shares		16
Power to pay for redemption or purchase in cash or in specie		16
Effect of redemption or purchase of a Share		16
Conversion Rights		16
Share Conversions		17

10	Meetings of Members	18
Annual and extraordinary general meetings		18
Power to call meetings		18
Content of notice		18
Period of notice		18
Persons entitled to receive notice		19
Accidental omission to give notice or non-receipt of notice		19

11	Proceedings at meetings of Members	19
Quorum		19
Lack of quorum		19
Chairman		20
Right of a Director to attend and speak		20
Accommodation of Members at meeting		20
Security		20
Adjournment		20
Method of voting		21
Outcome of vote by show of hands		21
Withdrawal of demand for a poll		21
Taking of a poll		21
Chairman’s casting vote		21
Written resolutions		22
Sole-Member Company		22

12	Voting rights of Members	22
Right to vote		22
Voting Rights		22
Rights of joint holders		23
Representation of corporate Members		23
Member with mental disorder		23
Objections to admissibility of votes		23
Form of proxy		23
How and when proxy is to be delivered		24
Voting by proxy		25

13	Number and Class of Directors	25

14	Appointment, disqualification and removal of Directors	26
First Directors		26
Designation		26
No age limit		26
Corporate Directors		26
No shareholding qualification		26
Appointment of Directors		26
Board’s power to appoint Directors		27
Eligibility		27
Appointment at annual general meeting		27
Removal of Directors		27
Resignation of Directors		27
Termination of the office of Director		27

15	Alternate Directors	28
Appointment and removal		28
Notices		29
Rights of alternate Director		29
Appointment ceases when the appointor ceases to be a Director		29
Status of alternate Director		29
Status of the Director making the appointment		29

16	Powers of Directors	29
Powers of Directors		29
Directors below the minimum number		29
Appointments to office		30
Provisions for employees		30
Exercise of voting rights		30
Remuneration		31
Disclosure of information		31

17	Delegation of powers	31
Power to delegate any of the Directors’ powers to a committee		31
Local boards		32
Power to appoint an agent of the Company		32
Power to appoint an attorney or authorised signatory of the Company		32
Borrowing Powers		33
Corporate Governance		33

18	Meetings of Directors	33
Regulation of Directors’ meetings		33
Calling meetings		33
Notice of meetings		33
Use of technology		33
Quorum		33
Chairman or deputy to preside		33
Voting		34
Recording of dissent		34
Written resolutions		34
Validity of acts of Directors in spite of formal defect		34

19	Permissible Directors’ interests and disclosure	34

20	Minutes	35

21	Accounts and audit	35
Auditors		36

22	Record dates	36
23	Dividends	36
Source of dividends		36
Declaration of dividends by Members		36
Payment of interim dividends and declaration of final dividends by Directors		37
Apportionment of dividends		37
Right of set off		37
Power to pay other than in cash		37
How payments may be made		38
Dividends or other monies not to bear interest in absence of special rights		38
Dividends unable to be paid or unclaimed		38

24	Capitalisation of profits	38
Capitalisation of profits or of any share premium account or capital redemption reserve;		38
Applying an amount for the benefit of Members		39

25	Share Premium Account	39
Directors to maintain share premium account		39
Debits to share premium account		39

26	Seal	39
Company seal		39
Duplicate seal		39
When and how seal is to be used		40
If no seal is adopted or used		40
Power to allow non-manual signatures and facsimile printing of seal		40
Validity of execution		40

27	Indemnity	40
Release		41
Insurance		41

28	Notices	41
Form of notices		41
Electronic communications		42
Persons entitled to notices		42
Persons authorised to give notices		42
Delivery of written notices		43
Joint holders		43
Signatures		43
Giving notice to a deceased or bankrupt Member		43
Date of giving notices		43
Saving provision		44

29	Authentication of Electronic Records	44
Application of Articles		44
Authentication of documents sent by Members by Electronic means		44
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		44
Manner of signing		45
Saving provision		45

30	Transfer by way of continuation	45

31	Winding up	46
Distribution of assets in specie		46
No obligation to accept liability		46

32	Amendment of Memorandum and Articles	46
Power to change name or amend Memorandum		46
Power to amend these Articles		46

Method for giving notices		When taken to be given
(A) Personally		At the time and date of delivery
(B) By leaving it at the Member’s registered address		At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient		48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address		48 hours after the date it was sent
(E) By publication on a website		24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website