Robo.Ai Inc 6-K, filed Aug 13, 2025

Robo.Ai Inc. (AIIO)

6-K 2025-08-13 For: 2025-08-13

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Added on April 10, 2026

About this 6-K

Robo.Ai Inc filed this 6-K on August 13, 2025.

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Resolution*	For		Against		Abstain
1		911,378,720		18,036		154
2		911,378,378		18,069		463
3		911,377,024		18,027		1,859
4		911,376,441		20,219		250
5		911,373,153		23,532		225

Exhibit Number		Description
3.1		Third Amended and Restated Memorandum and Articles of Association
99.1		Press Release – NWTN Inc. Announces Results of Its Extraordinary General Meeting of Shareholders on August 12, 2025

	NWTN Inc.

Date: August 13, 2025	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		5
Exclusion of Table A Articles		6

2	Shares	6
Power to issue Shares and options, with or without special rights		6
Power to pay commissions and brokerage fees		7
Trusts not recognised		7
Security interests		7
Power to vary class rights		8
Effect of new Share issue on existing class rights		8
No bearer Shares or warrants		8
Treasury Shares		8
Rights attaching to Treasury Shares and related matters		9
Register of Members		9
Annual Return		9

3	Share certificates	9
Issue of share certificates		9
Renewal of lost or damaged share certificates		10

4	Lien on Shares	10
Nature and scope of lien		10
Company may sell Shares to satisfy lien		11
Authority to execute instrument of transfer		11
Consequences of sale of Shares to satisfy lien		11
Application of proceeds of sale		12

5	Calls on Shares and forfeiture	12
Power to make calls and effect of calls		12
Time when call made		12
Liability of joint holders		12
Interest on unpaid calls		13
Deemed calls		13
Power to accept early payment		13
Power to make different arrangements at time of issue of Shares		13
Notice of default		13
Forfeiture or surrender of Shares		14
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		14
Effect of forfeiture or surrender on former Member		14
Evidence of forfeiture or surrender		14
Sale of forfeited or surrendered Shares		15

6	Transfer of Shares	15
Right to transfer
Form of Transfer		15
Power to refuse registration for Shares not listed on a Designated Stock Exchange		15
Suspension of transfers		16
Company may retain instrument of transfer		16
Notice of refusal to register		16

7	Transmission of Shares	16
Persons entitled on death of a Member		16
Registration of transfer of a Share following death or bankruptcy		16
Indemnity		17
Rights of person entitled to a Share following death or bankruptcy		17

8	Alteration of capital	17
Increasing, consolidating, converting, dividing and cancelling share capital		17
Dealing with fractions resulting from consolidation of Shares		18
Reducing share capital		18

9	Conversion, redemption and purchase of own Shares	19
Power to issue redeemable Shares and to purchase own Shares		19
Power to pay for redemption or purchase in cash or in specie		19
Effect of redemption or purchase of a Share		19
Conversion Rights		20
Share Conversions		21

10	Meetings of Members	21
Annual and extraordinary general meetings		21
Power to call meetings		21
Content of notice		22
Period of notice		22
Persons entitled to receive notice		23
Accidental omission to give notice or non-receipt of notice		23

11	Proceedings at meetings of Members	23
Quorum		23
Lack of quorum		24
Chairman		24
Right of a Director to attend and speak		24
Accommodation of Members at meeting		24
Security		25
Adjournment		25
Method of voting		25
Outcome of vote by show of hands		25
Withdrawal of demand for a poll		25
Taking of a poll		26
Chairman’s casting vote		26
Written resolutions		26
Sole-Member Company		27

12	Voting rights of Members	27
Right to vote		27
Voting Rights		27
Rights of joint holders		27
Representation of corporate Members		28
Member with mental disorder		28
Objections to admissibility of votes		28
Form of proxy		28
How and when proxy is to be delivered		29
Voting by proxy		31

13	Number and Class of Directors	31

14	Appointment, disqualification and removal of Directors	32
First Directors		32
Designation		32
No age limit		32
Corporate Directors		32
No shareholding qualification		32
Appointment of Directors		32
Board’s power to appoint Directors		32
Eligibility		33
Appointment at annual general meeting		33
Removal of Directors		33
Resignation of Directors		33
Termination of the office of Director		33

15	Alternate Directors	34
Appointment and removal		34
Notices		35
Rights of alternate Director		35
Appointment ceases when the appointor ceases to be a Director		35
Status of alternate Director		35
Status of the Director making the appointment		36

16	Powers of Directors	36
Powers of Directors		36
Directors below the minimum number		36
Appointments to office		36
Provisions for employees		37
Exercise of voting rights		37
Remuneration		37
Disclosure of information		38

17	Delegation of powers	38
Power to delegate any of the Directors’ powers to a committee		38
Local boards		39
Power to appoint an agent of the Company		39
Power to appoint an attorney or authorised signatory of the Company		39
Borrowing Powers		40
Corporate Governance		40

18	Meetings of Directors	40
Regulation of Directors’ meetings		40
Calling meetings		40
Notice of meetings		40
Use of technology		41
Quorum		41
Chairman or deputy to preside		41
Voting		41
Recording of dissent		41
Written resolutions		42
Validity of acts of Directors in spite of formal defect		42

19	Permissible Directors’ interests and disclosure	42

20	Minutes	43

21	Accounts and audit	44
Auditors		44

22	Record dates	44

23	Dividends	45
Source of dividends		45
Declaration of dividends by Members		45
Payment of interim dividends and declaration of final dividends by Directors		45
Apportionment of dividends		46
Right of set off		46
Power to pay other than in cash		46
How payments may be made		47
Dividends or other monies not to bear interest in absence of special rights		47
Dividends unable to be paid or unclaimed		47

24	Capitalisation of profits	48
Capitalisation of profits or of any share premium account or capital redemption reserve;		48
Applying an amount for the benefit of Members		48

25	Share Premium Account	48
Directors to maintain share premium account		48
Debits to share premium account		48

26	Seal	49
Company seal		49
Duplicate seal		49
When and how seal is to be used		49
If no seal is adopted or used		49
Power to allow non-manual signatures and facsimile printing of seal		50
Validity of execution		50

27	Indemnity	50
Release		51
Insurance		51

28	Notices	51
Form of notices		51
Electronic communications		52
Persons entitled to notices		53
Persons authorised to give notices		53
Delivery of written notices		53
Joint holders		53
Signatures		53
Giving notice to a deceased or bankrupt Member		54
Date of giving notices		54
Saving provision		54

29	Authentication of Electronic Records	54
Application of Articles		54
Authentication of documents sent by Members by Electronic means		55
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		55
Manner of signing		56
Saving provision		56

30	Transfer by way of continuation	56

31	Winding up	57
Distribution of assets in specie		57
No obligation to accept liability		57

32	Amendment of Memorandum and Articles	57
Power to change name or amend Memorandum		57
Power to amend these Articles		57

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