Robo.Ai Inc 6-K, filed Sep 22, 2026

Robo.Ai Inc. (AIIO)

6-K 2026-09-22 For: 2026-09-22

Added on September 22, 2026

About this 6-K

Robo.Ai Inc filed this 6-K on September 22, 2026.

Exhibit No.		Description
99.1		Sixth 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

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

2	Shares	4
Power to issue Shares and options, with or without special rights		4
Power to pay commissions and brokerage fees		5
Trusts not recognised		5
Security interests		5
Power to vary class rights		6
Effect of new Share issue on existing class rights		6
No bearer Shares or warrants		6
Treasury Shares		6
Rights attaching to Treasury Shares and related matters		6
Register of Members		7
Annual Return		7

3	Share certificates	7
Issue of share certificates		7
Renewal of lost or damaged share certificates		7

4	Lien on Shares	8
Nature and scope of lien		8
Company may sell Shares to satisfy lien		8
Authority to execute instrument of transfer		8
Consequences of sale of Shares to satisfy lien		8
Application of proceeds of sale		9

5	Calls on Shares and forfeiture	9
Power to make calls and effect of calls		9
Time when call made		9
Liability of joint holders		9
Interest on unpaid calls		9
Deemed calls		9
Power to accept early payment		10
Power to make different arrangements at time of issue of Shares		10
Notice of default		10
Forfeiture or surrender of Shares		11
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		11
Effect of forfeiture or surrender on former Member		11
Evidence of forfeiture or surrender		12
Sale of forfeited or surrendered Shares		12

6	Transfer of Shares	12
Right to transfer
Form of Transfer		12
Power to refuse registration for Shares not listed on a Designated Stock Exchange		12
Suspension of transfers		13
Company may retain instrument of transfer		13
Notice of refusal to register		13

7	Transmission of Shares	13
Persons entitled on death of a Member		13
Registration of transfer of a Share following death or bankruptcy		13
Indemnity		13
Rights of person entitled to a Share following death or bankruptcy		14

8	Alteration of capital	14
Increasing, consolidating, converting, dividing and cancelling share capital		14
Dealing with fractions resulting from consolidation of Shares		14
Reducing share capital		15

9	Conversion, redemption and purchase of own Shares	15
Power to issue redeemable Shares and to purchase own Shares		15
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	17
Annual and extraordinary general meetings		17
Power to call meetings		17
Content of notice		18
Period of notice		18
Persons entitled to receive notice		18
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		19
Right of a Director to attend and speak		20
Accommodation of Members at meeting		20
Security		20
Adjournment		20
Method of voting		20
Outcome of vote by show of hands		20
Withdrawal of demand for a poll		21
Taking of a poll		21
Chairman’s casting vote		21
Written resolutions		21
Sole-Member Company		21

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

13	Number and Class of Directors	24

14	Appointment, disqualification and removal of Directors	25
First Directors		25
Designation		25
No age limit		25
Corporate Directors		25
No shareholding qualification		25
Appointment of Directors		25
Board’s power to appoint Directors		25
Eligibility		26
Appointment at annual general meeting		26
Removal of Directors		26
Resignation of Directors		26
Termination of the office of Director		26

15	Alternate Directors	27
Appointment and removal		27
Notices		27
Rights of alternate Director		27
Appointment ceases when the appointor ceases to be a Director		27
Status of alternate Director		28
Status of the Director making the appointment		28

16	Powers of Directors	28
Powers of Directors		28
Directors below the minimum number		28
Appointments to office		28
Provisions for employees		29
Exercise of voting rights		29
Remuneration		29
Disclosure of information		30

17	Delegation of powers	30
Power to delegate any of the Directors’ powers to a committee		30
Local boards		31
Power to appoint an agent of the Company		31
Power to appoint an attorney or authorised signatory of the Company		31
Borrowing Powers		32
Corporate Governance		32

18	Meetings of Directors	32
Regulation of Directors’ meetings		32
Calling meetings		32
Notice of meetings		32
Use of technology		32
Quorum		32
Chairman or deputy to preside		32
Voting		33
Recording of dissent		33
Written resolutions		33
Validity of acts of Directors in spite of formal defect		33

19	Permissible Directors’ interests and disclosure	33

20	Minutes	34

21	Accounts and audit	34
Auditors		34

22	Record dates	35

23	Dividends	35
Source of dividends		35
Declaration of dividends by Members		35
Payment of interim dividends and declaration of final dividends by Directors		35
Apportionment of dividends		36
Right of set off		36
Power to pay other than in cash		36
How payments may be made		36
Dividends or other monies not to bear interest in absence of special rights		37
Dividends unable to be paid or unclaimed		37

24	Capitalisation of profits	37
Capitalisation of profits or of any share premium account or capital redemption reserve;		37
Applying an amount for the benefit of Members		37

25	Share Premium Account	38
Directors to maintain share premium account		38
Debits to share premium account		38

26	Seal	38
Company seal		38
Duplicate seal		38
When and how seal is to be used		38
If no seal is adopted or used		38
Power to allow non-manual signatures and facsimile printing of seal		39
Validity of execution		39

27	Indemnity	39
Release		39
Insurance		40

28	Notices	40
Form of notices		40
Electronic communications		40
Persons entitled to notices		41
Persons authorised to give notices		41
Delivery of written notices		41
Joint holders		41
Signatures		41
Giving notice to a deceased or bankrupt Member		42
Date of giving notices		42
Saving provision		42

29	Authentication of Electronic Records	43
Application of Articles		43
Authentication of documents sent by Members by Electronic means		43
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		43
Manner of signing		43
Saving provision		44

30	Transfer by way of continuation	44

31	Winding up	44
Distribution of assets in specie		44
No obligation to accept liability		44

32	Amendment of Memorandum and Articles	45
Power to change name or amend Memorandum		45
Power to amend these Articles		45

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