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 September 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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Cooperation Agreement
On September 6, 2025, Robo.ai Inc., a Cayman Islands exempted company (the “Company”), entered into a cooperation agreement (the “Cooperation Agreement”) with EVT Aerotechnics (Nanjing) Co., Ltd., a company incorporated in the People’s Republic of China (“EVT,” and together with the Company, the “Parties”).
Pursuant to the Cooperation Agreement, the Parties intend to establish a joint venture company in the United Arab Emirates (the “JV Company”). The JV Company will be engaged in (i) the global sales of electric vertical take-off and landing aircraft (“eVTOL”), (ii) the establishment of an eVTOL semi-knocked down (SKD) or completely knocked down (CKD) factory in the UAE, (iii) the global distribution of eVTOL aircraft under the “RoVtol” brand, and (iv) the localized development of eVTOL aircraft based on existing products and tailored for the local market.
The Company will contribute assembly facilities, government relations resources, regulatory approval support, market access support, global market development, and ongoing research and development funding support, and will hold a 51% equity interest in the JV Company. EVT will contribute an exclusive license (which is valid for five years) for eVTOL technology and products outside of mainland China, together with technical support and personnel training services, and will hold a 49% equity interest in the JV Company.
Pursuant to the Cooperation Agreement, the board of directors of the JV Company (the “Board”) shall consist of five members, of which the Company shall nominate three and EVT shall nominate two. In addition, the Company has the right to appointment the Chairman of the Board and the Chief Financial Officer of the JV Company and EVT has the right to nominate the Chief Executive Company, which nomination is subject to the approval of the Board. Certain corporate matters, such as director election, approval of profit distribution plans, changes to share capital, and amendments to company articles of association, require approval by shareholders holding more than two-thirds of the voting rights. The Cooperation Agreement also provides a list of matters that require approval by more than four-fifths of the Board.
Pursuant to the Cooperation Agreement, the annual net profit of the JV Company will be distributed, and any losses borne, in proportion to the Parties’ respective shareholding ratios, within ninety (90) days following completion of the statutory audit. Intellectual property (“IP”) developed during the JV Company’s operations shall be owned by the JV Company, and any JV Company-developed intellectual property that incorporates pre-existing IP of either Party will be licensed back royalty-free to the contributing Party.
In the event of a material breach by one Party of the Cooperation Agreement, the non-breaching Party shall have the right to terminate and pursue liability for breach of contract. In the event of bankruptcy, liquidation, or change of control to a competitor, the non-breaching Party holds rights to acquire the breaching Party’s equity interest at fair market value. Additionally, any transfer of 25% or more of a Party’s equity interest requires the other Party’s right of first refusal under negotiated terms or independent appraisal. The Cooperation Agreement contains confidentiality and other customary provisions.
The Parties commit to negotiating in good faith and using their best efforts to reach and execute definitive agreements, including shareholder agreements, articles of association, technology license agreements and other relevant agreements, within thirty (30) days after the signing of the Cooperation Agreement to govern the JV Company’s formal establishment and operations.
The foregoing summary of the Cooperation Agreement is not complete and is subject to, and qualified in its entirety by, the full text of the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 to this Report on Form 6-K, and is incorporated herein by reference.
On September 10, 2025, the Company issued a press release announcing the entry of the Cooperation Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.
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EXHIBIT INDEX
| Number | Description of Exhibit |
|---|---|
| 10.1 | Cooperation Agreement, dated September 6, 2025, by and between Robo.ai Inc. and EVT Aerotechnics (Nanjing) Co., Ltd. |
| 99.1 | Press Release, dated September 10, 2025. |
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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 11, 2025 | Robo.ai Inc. | |
|---|---|---|
| By: | /s/ Benjamin Bin Zhai | |
| Name: | Benjamin Bin Zhai | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
COOPERATION AGREEMENT
This Cooperation Agreement (hereinafter referred to as “this Agreement”) is entered into by and between the following parties on September 6, 2025, in Dubai:
Party A: Robo.ai Inc. or subsidiaries
Place of Registration: Cayman Islands
Primary Business Address: Room 114-117, 1st Floor, Building A1, Dubai Silicon Oasis, Dubai, UAE
Legal Representative/Authorized Representative: Benjamin Zhai
Party B: EVT Aerotechnics (Nanjing) Co., Ltd. (EVT AEROTECHNICS Company)
Place of Registration: The People’s Republic of China
Registered Address: 4th Floor, Building F, Yunmicheng, No. 51 Xichun Road, Yuhuatai District, Nanjing, China
Legal Representative/Authorized Representative: Ren Wenguang
Party A and Party B are hereinafter collectively referred to as the “Parties” and individually as a “Party”.
PREAMBLE
Whereas the Parties intend to jointly establish a joint venture company (the “JV Company”) in the UAE to engage in the business described below, the Parties have reached this Agreement (hereinafter referred to as “this Agreement”) to immediately and bindingly require the Parties to negotiate all details concerning the establishment and operation of the JV Company.
Article 1: Purpose of Agreement and SubsequentNegotiation Obligations
| 1.1 | This Agreement aims to establish the basic framework and principles<br>for the Parties to establish the JV Company. The Parties clearly understand and agree that, except for terms such as confidentiality,<br>governing law, and dispute resolution, the final implementation of some terms of this Agreement is subject to the full execution of detailed<br>shareholder agreements, articles of association, technology license agreements, and other relevant agreements (collectively referred<br>to as the “Final Transaction Documents”). |
|---|---|
| 1.2 | The Parties hereby commit to negotiating in good faith and using<br>their best efforts to reach and execute all Final Transaction Documents within [thirty (30)] days after the signing of this Agreement.<br>The Final Transaction Documents shall contain all commercial, technical, and legal details necessary to ensure the successful establishment<br>and operation of the JV Company. |
| --- | --- |
| 1.3 | The Parties expressly agree that once the Final Transaction<br>Documents are signed and become effective, their terms shall completely supersede any conflicting terms in this Agreement. |
| --- | --- |
Article 2: Establishment and Objectives ofthe JV Company
| 2.1 | The Parties agree to establish a joint venture company (hereinafter<br>referred to as the “JV Company”) in the UAE, which shall be a limited liability company. |
|---|---|
| 2.2 | The JV Company shall operate in accordance with the UAE Commercial<br>Companies Law and relevant regulations. |
| --- | --- |
| 2.3 | The main business scope of the JV Company shall be: |
| --- | --- |
| ● | Global sales of electric Vertical Take-off and Landing aircraft (eVTOL); |
| --- | --- |
| ● | Establishment of an eVTOL Semi-Knocked Down (SKD) or Completely Knocked Down (CKD) factory within the<br>UAE; |
| --- | --- |
| ● | Global distribution under the “RoVtol” brand by the JV Company; |
| --- | --- |
| ● | Localized development of eVTOL aircraft based on existing products and tailored to the local market. |
| --- | --- |
Article 3: Capital Contribution and EquityStructure
| 3.1 | Party A’s Contribution: Includes assembly facilities, government<br>relations resources, regulatory approval support, market access support, global market development, and ongoing R&D funding support.<br>Party A’s shareholding ratio is 51%. |
|---|---|
| 3.1 | Party B’s Contribution: Includes the exclusive license (valid<br>for five years) for eVTOL technology and products outside Mainland China, technical support, and personnel training services. Party B’s<br>shareholding ratio is 49%. |
| --- | --- |
Article 4: Corporate Governance
| 4.1 | Board of Directors: The Board shall consist of five (5) directors,<br>of which Party A shall nominate three (3) and Party B shall nominate two (2). |
|---|---|
| 4.2 | Management Appointments: The Chairman of the Board and the Chief<br>Financial Officer shall be appointed by Party A; the Chief Executive Officer shall be nominated by Party B and approved by the Board<br>of Directors; other senior management personnel shall be decided through consultation between the Parties. |
| --- | --- |
The following matters require approval by shareholders representing more than two-thirds of the voting rights:
| (1) | Election and replacement of directors and supervisors, and<br>determination of matters concerning their remuneration; |
|---|---|
| (2) | Review and approval of reports of the Board of Directors; |
| --- | --- |
| (3) | Review and approval of the company’s profit distribution<br>plans and plans for covering losses; |
| --- | --- |
| (4) | Resolutions on increases or decreases in the company’s<br>registered capital; |
| --- | --- |
| (5) | Resolutions on the issuance of corporate bonds; |
| --- | --- |
| (6) | Resolutions on the merger, division, dissolution, liquidation,<br>or change of corporate form of the company; |
| --- | --- |
| (7) | Amendments to the company’s articles of association; |
| --- | --- |
| (8) | Decisions on plans for handling company credits and debts; |
| --- | --- |
| (9) | Other powers and functions stipulated in the company’s<br>articles of association. |
| --- | --- |
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The following matters require approval by more than four-fifths of all directors:
| (1) | Reviewing operating and investment plans, financial budgets,<br>and supervising their execution; |
|---|---|
| (2) | Deciding on the appointment, removal, rewards, and punishments<br>of other senior management personnel not appointed by the shareholders’ meeting, as well as employee compensation, benefits, and<br>incentives; |
| --- | --- |
| (3) | Determining the company’s organizational management<br>structure and appointing the company’s manager and deputy managers; |
| --- | --- |
| (4) | Formulating the company’s basic management systems; |
| --- | --- |
| (5) | Other powers and functions granted by the company’s<br>articles of association or the shareholders’ meeting. |
| --- | --- |
Article 5: Finance and Profit Distribution
| 5.1 | Annual net profit shall be distributed according to the shareholding<br>ratio; losses shall also be borne according to the shareholding ratio. |
|---|---|
| 5.2 | Profit distribution shall be carried out within ninety (90)<br>days after the completion of the statutory audit. |
| --- | --- |
| 5.3 | Before distribution, the JV Company must: |
| --- | --- |
| ● | Allocate statutory reserves; |
| --- | --- |
| ● | Pay all due taxes and fees; |
| --- | --- |
| ● | Repay debts to third parties; |
| --- | --- |
| ● | Reserve working capital and capital expenditure budgets. |
| --- | --- |
Article 6: Intellectual Property
| 6.1 | The pre-existing intellectual property rights of each Party<br>shall remain the property of that respective Party. |
|---|---|
| 6.2 | Intellectual property developed during the operation of the<br>JV Company shall belong to the JV Company. |
| --- | --- |
| 6.3 | For any intellectual property developed by the JV Company that<br>incorporates or is derived from the pre-existing intellectual property of a contributing Party, the newly developed intellectual property<br>shall belong to the JV Company, and the JV Company shall grant a royalty-free license to the Party that contributed the relevant pre-existing<br>intellectual property for its use. |
| --- | --- |
Article 7: Confidentiality Clause
The Parties undertake to maintain strict confidentiality regarding commercial secrets and sensitive information obtained during the performance of this Agreement. Except as required by mandatory law or with the written consent of the other Party, such information shall not be disclosed or used for purposes outside this Agreement.
Article 8: Term and Termination
| 8.1 | This Agreement shall take effect from the date of signing. |
|---|---|
| 8.2 | In the event of a material breach by one Party, the non-breaching<br>Party shall have the right to terminate this Agreement and pursue liability for breach of contract. |
| --- | --- |
| 8.3 | In the event of bankruptcy, liquidation, or a change of control<br>to a competitor, the non-breaching Party shall have the right to acquire the breaching Party’s equity in the JV Company at a price determined<br>based on fair market value. |
| --- | --- |
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| 8.4 | Upon liquidation of the JV Company, remaining assets shall be<br>distributed according to the actual shareholding ratio. |
|---|---|
| 8.5 | If one Party intends to transfer more than 25% of its equity<br>in the JV Company, the other Party shall have a right of first refusal. The transfer price shall be determined through negotiation between<br>the Parties. If negotiation fails, the price shall be determined by an independent third-party appraisal institution. |
| --- | --- |
Article 9: Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region. Disputes shall be submitted to the Hong Kong International Arbitration Centre (HKIAC) for arbitration. The arbitral award shall be final and binding.
Article 10: Force Majeure
If a Party is unable to perform its obligations due to force majeure events such as acts of God, war, epidemic, government actions, etc., it shall promptly notify the other Party. Performance may be postponed, or the other Party may terminate this Agreement if the force majeure event continues for more than ninety (90) days.
Article 11: General Provisions
| 11.1 | This Agreement constitutes the entire agreement between the<br>Parties, and any amendments must be confirmed in writing. |
|---|---|
| 11.2 | Neither Party may assign its rights or obligations under this<br>Agreement without the prior written consent of the other Party. |
| --- | --- |
| 11.3 | Each Party warrants that it has the legal capacity to execute<br>this Agreement, that the assets it contributes have clear title, and that its actions do not violate laws, regulations, or other contracts. |
| --- | --- |
Article 12: Language and Text
This Agreement is written in both Chinese and English. In case of any discrepancy between the two texts, both the Chinese and English texts shall possess equal legal effect.
Article 13: Survival of Clauses
Provisions concerning intellectual property, confidentiality, dispute resolution, etc., shall survive the termination or expiration of this Agreement.
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SIGNATURE PAGE
Party A: Robo.ai Inc.
| By: | /s/ Benjamin Bin Zhai |
|---|---|
| Name: | Benjamin Bin Zhai |
| Title: | Chief Executive Officer |
Party B: EVT Aerotechnics (Nanjing) Co., Ltd.
| By: | /s/ Ren Wenguang |
|---|---|
| Name: | Ren Wenguang |
| Title: | Chairman of the Board |
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Exhibit 99.1
Robo.ai Announces Joint Venture with EwattAerospace to Establish Dubai eVTOL Company “RoVTOL”
Dubai, September 10, 2025 -- Robo.ai Inc. (NASDAQ: AIIO), a Nasdaq-listed company, and Ewatt (Nanjing) Aerospace Technology Co., Ltd. (“Ewatt Aerospace”) today officially announced the establishment of “RoVTOL”, a joint venture in the UAE, focused on the global deployment of electric vertical take-off and landing (eVTOL) aircraft. The companies simultaneously announced key management appointments: Benjamin Zhai, CEO of Robo.ai, will serve as Chairman of RoVTOL, and Steven Wang, Chief Product Officer of Ewatt Aerospace, will assume the role of President of RoVTOL. This collaboration marks another substantial step forward for Robo.ai in the fields of “Smart Mobility, Smart Devices, and Smart Contracts”.
Deep Synergy of Resources and Technology toBuild a Global Competitive Edge in eVTOL
This joint venture represents a precise integration of both parties’ core strengths:
Robo.ai will contribute local capabilities, support for regulatory approval and market access in the Middle East, and global market development, laying the foundation for RoVTOL’s global operations.
Ewatt Aerospace grants Robo.ai priority licensing rights for its eVTOL technology and products overseas, while providing concurrent technical support and personnel training to ensure the technological leadership of the joint venture’s core products.
Following its establishment, RoVTOL will focuson three core business areas to fully unlock market potential:
RoVTOL will engage in global sales of eVTOL aircraft, initially focusing on advanced models such as the ET1, ET2, ET3, and ET9, catering to diverse scenario requirements. Plans are also underway to establish an advanced eVTOL assembly facility in the UAE to achieve localized production and rapid delivery. The joint venture will build a global sales network under the exclusive “RoVTOL” brand and conduct localized market adaptation development based on existing products to optimize performance for regions like the Middle East and Europe. This “Technology + Resources + Localization” model will enable RoVTOL to quickly establish competitive barriers in the global eVTOL market.
The future product lineup of the joint venturewill include:
ET1 (including single-seat light and high-mobility variants): Features intelligent fully autonomous control (auto takeoff/landing, route navigation, return-to-home) with the ability to switch freely to manual mode. Suitable for rapid deployment in multiple scenarios such as security, event tracking, and efficient emergency response.
ET2 two-seat light model: Combines intelligent control with high payload capacity, supports automatic/manual dual-mode switching and precise ultra-low altitude operations. Efficiently executes tasks such as low-altitude tourism, agricultural/forestry/pastoral patrols, and emergency rescue.
ET3-e Pure Electric Version: Utilizes all-electric power for ultra-long endurance. Boasts an IP54 protection rating and all-weather capability. Applicable for surveying, monitoring, and public safety sectors, supporting vertical takeoff/landing and automated flight patrols.
ET3-h Hydrogen-Lithium Hybrid Version: Integrates clean and efficient energy sources, offers strong adaptability for high-frequency takeoffs/landings, and features ultra-long endurance. A full composite material design ensures low maintenance costs. Adaptable for multi-scenario applications like power line inspection and border monitoring.
ET9 Electric Passenger Aircraft: As the flagship model, it leverages an all-electric powertrain and technologically advanced safety design to provide point-to-point mobility solutions. Designed for high-frequency use and high airspeed, it supports a payload of five people (four seats). Suitable for urban air mobility (UAM), emergency rescue, and specialty tourism. Combined with an intelligent, user-friendly passenger cabin interface, it delivers a comfortable and convenient 3D mobility experience.
Derivative models based on the ET9 platform (e.g., ET9C cargo version) feature unmanned operation, large payload capacity, and long endurance, suitable for material delivery and 3D logistics networks.
Benjamin Zhai, CEO of Robo.ai and Chairman of RoVTOL, stated: “The establishment of RoVTOL is a significant milestone in Robo.ai’s transformation and upgrading. Leveraging the technical strength of the ET series and the global sales network, we are confident in establishing RoVTOL as a key player in the global eVTOL market. Simultaneously, we will promote the synergistic implementation of ’Smart Mobility, Smart Devices, and Smart Contracts,’ contributing to Dubai’s vision of becoming a ‘World Smart City’.”
Ren Wenguang, Chairman of Ewatt Aerospace, noted: “Ewatt’s accumulated expertise in the eVTOL field is highly complementary to Robo.ai’s global resources. Together, we will accelerate the transformation of technological achievements into market competitiveness. We look forward to partnering with Robo.ai to bring eVTOL technology to the world through RoVTOL and jointly build a new ecosystem for smart low-altitude mobility.”
About Ewatt (Nanjing) Aerospace TechnologyCo., Ltd.
Ewatt Aerospace focuses on the R&D and manufacturing of manned eVTOL (electric vertical take-off and landing) aircraft, dedicated to future air mobility solutions. As a leading eVTOL R&D and manufacturing enterprise in China, it holds multiple independent intellectual property rights in core eVTOL technology areas and possesses mature product development and industrialization capabilities.
About Robo.ai Inc.
Robo.ai Inc. (Nasdaq: AIIO) is a technology company dedicated to building a globally leading AI robotics network platform. Our mission is to pioneer an intelligent future by integrating smart devices, constructing a unified AI operating system, and a blockchain-enabled ecosystem. We aim to transform the company into a decentralized AI platform that connects all AI endpoints, empowers users worldwide, and ushers in a new era of the AIoT (Artificial Intelligence of Things).
*This press release contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. Actual results may differ materially from expectations. For details, please refer to the documents filed by the Company with the U.S. Securities and Exchange Commission.*
Media Contact:
Robo.ai Inc. Corporate Communications
Email: [email protected]
Website: www.roboai.io