6-K
Robo.Ai Inc. (AIIO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
SECURITIES EXCHANGE ACT OF 1934
For the month of February 2025
Commission File Number: 001-41559
Robo.ai Inc.
(Translation of registrant’s name into English)
Office 114-117, Floor 1, Building A1
Dubai Digital Park, Dubai Silicon Oasis,
Dubai, UAE
(Address of principal executive office)
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 ☐
INFORMATIONCONTAINED IN THIS FORM 6-K REPORT
EquityAcquisition Agreement
On February 28, 2025, 2025, Robo.ai Inc. (formerly known as NWTN Inc.), a Cayman Islands exempted company (the “Company”), entered into a share exchange acquisition agreement (the “Original Agreement”) with Astra Mobility Meta (Cayman Islands) Limited, a Cayman Islands exempted company (“Astra”). On May 25, 2025, the Company, Astra, Easymeta Journey Limited (British Virgin Islands), a business company incorporated in the British Virgin Islands and a 51% shareholder of Astra (“Easymeta”), and Planeter Future Holding Limited (British Virgin Islands), a business company incorporated in the British Virgin Islands and a 49% shareholder of Astra (“Planeter,” together with Easymeta, the “Astra Shareholders”), entered into a supplemental agreement (the “Supplemental Agreement,” together with the Original Agreement, the “Astra Agreement”) to amend and supplement the Original Agreement.
Pursuant to the Astra Agreement, the Company agreed to issue 15,000,000 Class B ordinary shares (the “Consideration Shares”), each such share being valued at $1.00 per share, to Astra Shareholders in exchange for all of their equity interest in Astra (the “Astra Transaction”). Astra, with the assistance of the Astra Shareholders, agreed to deliver to the Company a complete and comprehensive list of intellectual property rights by June 30, 2025.
Upon the acceptance by the Company of an appraisal report of Astra, issued by a qualified third-party appraisal firm (the “Appraisal Report Acceptance”), (i) the Astra Shareholders will transfer 100% of Astra equity interest to the Company and Astra will become a wholly-owned subsidiary of the Company and (ii) the Company shall issue the Consideration Shares to an escrow account jointly controlled by the Company, Astra and the Astra Shareholders (the “Escrow Account”). The Consideration Shares shall be released from the Escrow Account to the Astra Shareholders upon the registration of Astra’s intellectual property (the “IP Registration”) with the relevant government authorities. In the event that Astra failed to complete the IP Registration within 18 months from the date of the Supplemental Agreement, the Consideration Shares shall be forfeited and returned to the Company.
The Consideration Shares are subject to a lock-up period commencing on the date of issuance and ending: (a) with respect to 50% of such shares, on the one-year anniversary of continued service of the Astra Shareholders and the team under their management (collectively, the “Astra Team”) with Astra; and (b) with respect to the remaining 50% of such shares, on the two-year anniversary of the Astra Team’s continued service with Astra, subject in each case to the achievement of performance conditions to be determined by the Company’s Board of Directors.
Pursuant to the Astra Agreement, the Consideration Shares may only be registered with the Securities and Exchange Commission upon the Appraisal Report Acceptance and IP Registration. The Astra Agreement also contains other customary terms and provisions.
The foregoing summary of the Astra Agreement is not complete and is subject to, and qualified in its entirety by, the provisions of the Original Agreement the Supplemental Agreement, which are filed as Exhibits 10.1 and 10.2 to this Report on Form 6-K, respectively, and are incorporated herein by reference.
On August 29, 2025, the Astra Shareholders transferred all of their equity interest in Astra to the Company and Astra became a wholly-owned subsidiary of the Company.
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EXHIBITINDEX
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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.
| Date: September 12, 2025 | Robo.ai Inc. | |
|---|---|---|
| By: | /s/ Benjamin Bin Zhai | |
| Name: | Benjamin Bin Zhai | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
Share Exchange Acquisition Agreement
This Share Swap and Merger Agreement (this “Agreement”) is entered into by and between the following parties on [Date of Execution]:
Part I: Parties
Party A: NWTN Inc., a company duly incorporated and validly existing under the laws of [jurisdiction], with its registered address at [3-212 Governors Square, 23 Lime Tree Bay Avenue, Seven Mile Beach, Grand Cayman KY1-1203, Cayman Islands] (hereinafter referred to as “Party A”).
Party B: Astra Mobility Meta (Cayman) Limited, a company duly incorporated and validly existing under the laws of [Cayman], with its registered address at [address] (hereinafter referred to as “Party B”).
Party A and Party B, on the basis of equality, voluntariness, and mutual consultation, have reached the following agreement regarding Party A’s acquisition of Party B by way of share swap:
Part II: Transaction Overview
Article 1 Transaction Structure
1.1 Party A agrees to acquire all the equity interests of Party B by issuing ordinary shares of Party A.
1.2 The valuation of Party B is USD 15,000,000, with Party A’s consideration set at USD 1 per share.
1.3 Based on the valuation of Party B, Party A shall issue an aggregate of 15,000,000 ordinary shares to the shareholders of Party B in exchange for 100% equity interest in Party B.
1.4 Upon submission of the valuation report by Party B, Party A shall formally issue the additional shares to Party B.
Article 2 Closing Terms
2.1 Upon completion of the transaction, Party B shall become a wholly-owned subsidiary of Party A.
2.2 The current management team of Party B may continue to perform their duties after the transaction is completed, with specific arrangements to be further negotiated.
2.3 The ownership of Party B shall be officially transferred upon completion of the share swap and registration with the relevant legal authorities.
Part III: Rights and Obligations
Article 3 Representations and Warranties
3.1 Party A hereby represents and warrants that:
(a) Party A is a duly incorporated and validly existing company with the capacity to perform this Agreement;
(b) The ordinary shares to be issued by Party A are free from any encumbrances and are lawfully transferable.
3.2 Party B hereby represents and warrants that:
(a) Party B is a duly incorporated and validly existing company, possessing full ownership of its assets, intellectual property, and business licenses;
(b) The financial data provided by Party B is true, accurate, and contains no material omissions or misleading statements.
Article 4 Patent Registration and Non-Compete Undertaking
4.1 Party B undertakes to submit an intellectual property list within one (1) week of the execution of this Agreement, and to complete the registration applications for the relevant technology patents within six (6) months, providing documentary proof of such registrations.
4.2 If Party B fails to complete patent registration within the above timeframe, Party A shall be entitled to adopt the following remedial measures:
(a) Extend the patent registration period, provided that Party B offers a reasonable explanation and remedial plan;
(b) Require that the principal shareholders and management personnel of Party B, if leaving Astra, agree not to engage in work within the relevant field;
(c) Adjust the terms of this Agreement as appropriate, including but not limited to partial share repurchase or adjustment of transaction consideration.
Part IV: Legal Compliance and Liabilities
Article 5 Closing and Legal Compliance
5.1 Completion of the transaction shall comply with all applicable laws and regulations, including but not limited to securities trading regulations and antitrust regulations.
5.2 Following closing, both parties shall cooperate to complete the filing procedures required by the relevant governmental and regulatory authorities.
Article 6 Liability for Breach
6.1 Any party in breach of this Agreement shall bear the corresponding legal liability to the non-breaching party and compensate for any losses thereby incurred.
6.2 If Party B fails to fulfill its patent registration commitments, Party A shall be entitled to require Party B to bear the corresponding liability for breach, and may adopt remedial measures in accordance with Article 4.
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Part V: Dispute Resolution
Article 7 Governing Law and Dispute Resolution
7.1 This Agreement shall be governed by the laws of the Cayman Islands.
7.2 In the event of any dispute arising out of this Agreement, the Parties shall first attempt to resolve such dispute through friendly consultation. If consultation fails, either Party may submit the dispute to arbitration before the competent arbitration institution. The arbitral award shall be final and binding upon both Parties.
Part VI: Miscellaneous
Article 8 Miscellaneous Provisions
8.1 This Agreement shall become effective as of the date of execution.
8.2 Matters not covered herein may be separately supplemented by an additional agreement executed by the Parties, and any such supplemental agreement shall have the same legal effect as this Agreement.
8.3 This Agreement is executed in two (2) counterparts, with each Party holding one (1) copy, and both copies shall have the same legal effect.
Party A: NWTN Inc.
Authorized Representative (Signature): [Corporateseal affixed herewith]
Date: 02.28.2025
Party B: Astra Mobility Meta (Cayman) Limited
| Authorized Representative (Signature): | /s/ Lei Zhao |
|---|
Date: 02.28.2025
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Exhibit 10.2
SUPPLEMENTAL AGREEMENT
This Supplemental Agreement (this “Agreement”) is entered into on this 25th day of May, 2025, by and among the following four parties: Party A, Party B, Party C, and Party D. This Agreement serves as a supplement to the “Astra Equity-for-Share Merger Agreement” (in Chinese “Astra股权换股并购协议”) (the “Original Agreement”). The Original Agreement shall remain in full force and effect, except as modified or supplemented by the terms herein.
The Transferee:
Party A: NWTN Inc., a company duly organized and validly existing under the laws of the Cayman Islands, with its registered address at Office 114-117, Floor 1, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE (hereinafter referred to as “Party A”).
The Target Company:
Party B: Astra Mobility Meta (Cayman) Limited, a company duly organized and validly existing under the laws of the Cayman Islands, with its registered address at 3-212 Governors Square, 23 Lime Tree Bay Avenue, Seven Mile Beach, Grand Cayman KY1-1203, Cayman Islands (hereinafter referred to as “Party B”).
The Transferors:
Party C: Easymeta Journey Limited (British Virgin Islands), a company duly organized and validly existing under the laws of the British Virgin Islands, with its registered address at Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands, which, as of the execution date of this Agreement, holds fifty-one percent (51%) of the equity interest in Astra Mobility Meta (Cayman Islands) Limited (hereinafter referred to as “Party C”).
Party D: Planeter Future Holding Limited (British Virgin Islands), a company duly organized and validly existing under the laws of the British Virgin Islands, with its registered address at Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands, which, as of the execution date of this Agreement, holds forty-nine percent (49%) of the equity interest in Astra Mobility Meta (Cayman Islands) Limited (hereinafter referred to as “Party D”).
WHEREAS,
Party A and Party B entered into the “Astra Equity-for-Share Merger Agreement” on February 28, 2025, and agreed to complete the merger through a share swap arrangement; and Party A, Party B, Party C, and Party D wish to further clarify the arrangements concerning the relevant share issuance, registration, and lock-up periods.
NOW, THEREFORE, Party A, Party B, Party C, and Party D hereby agree to the following supplementary terms:
ARTICLE I – CLOSING AND SHARE ISSUANCE
1.1 Prior to the closing of the transaction as contemplated in the Original Agreement, any material change pertaining to Party B must be notified to Party A and is subject to the prior written consent of Party A.
1.2 The shares to be issued by Party A shall be Class B Common Stock. Such shares shall be free and clear of any and all encumbrances, liens, or security interests, provided, however, that they shall only become freely tradable following their registration with the U.S. Securities and Exchange Commission and subsequent unlocking in accordance with the terms of this Agreement.
1.3 Party C and Party D shall assist Party B in delivering a complete and comprehensive list of intellectual property (the “IP List”) to Party A on or before June 30, 2025.
1.4 Upon Party B’s submission of an appraisal report issued by a qualified third-party appraiser and Party A’s acceptance thereof, Party A shall formally issue the shares into a four-party escrow account jointly controlled by Party A, Party B, Party C, and Party D. The escrow arrangement for the account shall be terminated, and the shares therein shall be transferred to the sole ownership and control of Party C and Party D, upon the successful registration of Party B’s intellectual property with the relevant government authorities. Should Party B fail to complete the successful registration of all intellectual property within eighteen (18) months from the date of this Agreement, the shares held in the escrow account shall be forfeited and returned to Party A.
1.5 Following Party B’s submission of a qualified third-party appraisal report and Party A’s acceptance of said report, Party B, Party C, and Party D shall effect the transfer of one hundred percent (100%) of the equity interest in Party B held collectively by Party C and Party D to Party A. Consequently, Party B shall become a wholly-owned subsidiary of Party A.
1.6 Party A covenants and warrants that the shares to be issued shall be in full compliance with all applicable laws and regulations and that it shall undertake all necessary filing and disclosure procedures. Party B, Party C, and Party D jointly and severally covenant and warrant that the transfer of the equity interest in Party B shall be in full compliance with all applicable laws and regulations and that they shall undertake all necessary filing and disclosure procedures.
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ARTICLE II – SHARE REGISTRATION CONDITIONS
2.1 Party B shall complete the registration of all intellectual property in the name of Party B or a wholly-owned subsidiary of Party B within eighteen (18) months from the effective date of this Agreement and shall provide relevant documentary evidence to this effect, so as to ensure the successful completion of the transaction.
2.2 The formal registration of the shares received by Party C and Party D with the U.S. Securities and Exchange Commission by Party A shall be conditional upon Party B’s submission of an asset appraisal report acceptable to both Party A and Party B and the subsequent completion of the intellectual property registration.
ARTICLE III – SHARE LOCK-UP AND RELEASE CONDITIONS
3.1 The shares of Party A (NWTN) received by Party C and Party D shall be subject to lock-up restrictions and shall be released in phases according to the following conditions: (a) fifty percent (50%) of the shares shall be released upon Party C, Party D, and the Astra team members under their management having provided services to the company for a continuous period of one (1) year following the completion of the closing as stipulated in the Original Agreement; and (b) the remaining fifty percent (50%) of the shares shall be released upon Party C, Party D, and the Astra team members under their management having provided services to the company for a continuous period of two (2) years following the completion of the transaction as stipulated in the Original Agreement, subject to the achievement of key performance indicators (KPIs) to be determined by the Board of Directors of Party A.
3.2 The release of the shares is contingent upon the satisfaction of KPIs established for Party B by the Board of Directors of Party A or Party B; should the aforementioned conditions for release not be satisfied, the corresponding portion of the shares shall remain locked-up until such conditions are met or alternative arrangements are mutually agreed upon in writing by the Parties.
ARTICLE IV – MISCELLANEOUS PROVISIONS
4.1 This Agreement shall possess the same legal effect as the Original Agreement. Any matters not addressed herein shall be resolved through good-faith consultations among the four Parties and may be further documented in subsequent supplemental agreements.
4.2 Any dispute arising from or in connection with this Agreement shall first be settled through friendly negotiations among the Parties. Should such negotiations fail, any Party may submit the dispute to the Hong Kong arbitration institution for arbitration in accordance with its rules then in effect. The arbitral award shall be final and legally binding upon all four Parties.
4.3 In the event of any discrepancy between the English and Chinese versions of this Agreement, the English version shall prevail.
4.4 This Agreement is executed in four (4) counterparts, with each Party holding one (1) counterpart, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGES FOLLOW]
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| PARTY A: NWTN Inc. |
|---|
| Authorized Representative (Signature): |
| /s/ Benjamin Zhai |
| PARTY B: Astra Mobility Meta (Cayman) Limited |
| Authorized Representative/Director (Signature): |
| /s/ Guoyuan Yang |
| PARTY C: Easymeta Journey Limited (British Virgin Islands) |
| Authorized Representative/Director (Signature): |
| /s/ Guoyuan Yang |
| PARTY D: Planeter Future Holding Limited (British Virgin Islands) |
| Authorized Representative/Director (Signature): |
| /s/ Lei Zhao |
Date: 25 May 2025
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