Dubai, UAE, October 16, 2026 /PRNewswire/ — Robo.ai Inc. (Nasdaq: AIIO) (the “Company”) today announced that, subject to shareholder approval, it will effect a 1-for-25 reverse stock split of all classes of its common stock, including Class A common stock and publicly traded Class B common stock. The reverse split will become effective at 9:30 a.m. Eastern Time on November 6, 2026.
Prior to the reverse stock split, the company had 13,817,501 shares of Class A common stock and 222,116,290 shares of Class B common stock outstanding. After the reverse stock split, the Class A common stock will be reduced to 552,701 shares and the Class B common stock will be reduced to 8,884,684 shares. The company’s Class B common stock will begin trading at the open of trading on November 6, 2026, Eastern Time, on the adjusted basis following the reverse stock split, under the existing ticker symbol “AIIO.” The new CUSIP number for the company’s Class B common stock is G6693P130.
The company stated that following the reverse stock split, the trading price of Class B common stock is expected to increase proportionally; however, the company cannot guarantee that the trading price after the reverse split will equal or exceed 25 times the pre-split price.
A reverse stock split will equally affect all shareholders and will not change any shareholder's proportionate ownership in the company's issued share capital, except for adjustments resulting from the handling of fractional shares.
The company’s outstanding options, warrants, and other applicable convertible securities will be adjusted proportionally according to their respective terms. A reverse stock split will not result in the issuance of fractional shares. Shareholders who would otherwise be entitled to fractional common shares due to the reverse stock split will receive one full common share in lieu of such fractional share.
Regarding the proposed reverse stock split, the company will hold a special general meeting (“EGM”) on October 26, 2026, at 8:30 a.m. Eastern Time (4:30 p.m. Dubai Time) at the Meydan Grandstand, 6th Floor, Meydan Road, Nad Al Sheba, Dubai, United Arab Emirates. Shareholders may also attend the EGM, vote, and submit questions via a live webcast by visiting www.proxydocs.com/aiio.
Holders of common stock registered as of the close of business on October 14, 2026 (the “record date”), or their proxies, are entitled to vote at the EGM or any adjournment or postponement thereof. As of the record date, each Class A common share entitles the holder to 25 votes, and each Class B common share entitles the holder to 1 vote.
On EGM, the following resolutions will be considered and voted upon.
1. As a special matter, consider and, as appropriate, pass the following ordinary resolution (with or without amendments):
- 1a. A 25-to-1 share consolidation (“Share Consolidation”), whereby every 25 existing issued and unissued Class A ordinary shares (par value of $0.002 per share) shall be consolidated into 1 new Class A ordinary share (par value of $0.05 per share) (“New Class A Ordinary Share”); and every 25 existing issued and unissued Class B ordinary shares (par value of $0.002 per share) shall be consolidated into 1 new Class B ordinary share (par value of $0.05 per share) (“New Class B Ordinary Share,” together with the New Class A Ordinary Share, referred to as the “Consolidated Shares”). This arrangement shall take effect on November 6, 2026; the New Class A Ordinary Shares and New Class B Ordinary Shares shall be equal in all respects and shall carry the rights, privileges, and restrictions set forth in the company’s articles of incorporation applicable to the Consolidated Shares.
- 1b. Upon the effectiveness of the share consolidation, the company’s authorized capital will be changed as follows: from $4,000,000 divided into 2,000,000,000 shares (including 250,000,000 Class A common shares with a par value of $0.002 each and 1,750,000,000 Class B common shares with a par value of $0.002 each), to $4,000,000 divided into 80,000,000 shares (including 10,000,000 new Class A common shares with a par value of $0.05 each and 70,000,000 new Class B common shares with a par value of $0.05 each).
- All fractional post-consolidation shares resulting from the share consolidation will be disregarded and not issued to shareholders; all such fractional post-consolidation shares will be aggregated and, to the extent practicable, sold in the manner and on the terms deemed appropriate by the Board, with the proceeds belonging to the company.
- 1d. Authorize any one or more directors, the company secretary, and/or the registered office service provider to take any actions they deem absolutely necessary, appropriate, desirable, or convenient, and to execute any further documents or deeds required to implement, give effect to, or complete the share consolidation.
2. As a special matter, consider and, as appropriate, pass the following ordinary resolution (with or without amendments):
- 2a. Upon the effectiveness of the share consolidation, the company’s authorized capital will increase from $4,000,000, divided into 80,000,000 shares (comprising 10,000,000 new Class A common shares and 70,000,000 new Class B common shares), to $19,250,000, divided into 385,000,000 shares (comprising 35,000,000 new Class A common shares and 350,000,000 new Class B common shares), by the issuance of 25,000,000 new Class A common shares and 280,000,000 new Class B common shares (the “Authorized Capital Increase”), with each new Class A common share and new Class B common share entitled to the rights and restrictions set forth in the Seventh Amended and Restated Charter (as defined below).
- 2b. Authorize any director, company secretary, and/or registered office service provider to take any actions they deem necessary, desirable, or convenient, and to sign all related documents, to implement and give effect to the authorized share capital increase.
3. As a special matter, consider and, as appropriate, pass the following special resolution (with or without amendments):
- 3a. Following the effectiveness of the share consolidation and the increase in authorized share capital, approve and adopt the Company’s seventh amended and restated memorandum and articles of association (the “Seventh M&A”), in the form set forth in Annex A, to replace and supersede the Company’s existing amended and restated memorandum and articles of association.
- 3b. Authorize any director, company secretary, and/or registered office service provider to take any actions, execute any documents or deeds, and make any arrangements that they, in their absolute discretion, deem necessary or appropriate to give effect to the adoption of the seventh M&A, including, without limitation, filing the necessary documents with the Cayman Islands Registrar of Companies.
In addition, EGM may also address any other matters properly submitted for consideration at the meeting.
The EGM notice provides additional details on the resolutions to be submitted for approval by the company’s shareholders, as well as other relevant information regarding the EGM and how to vote common shares at the meeting.
Investors and shareholders are urged to carefully read the entire text of the materials filed with or furnished to the U.S. Securities and Exchange Commission, as these materials contain important information about the company, the amended and restated memorandum and articles of association, and related matters.
About Robo.ai Inc.
Robo.ai Inc. (Nasdaq: AIIO), headquartered in Dubai, United Arab Emirates, is a Nasdaq-listed technology group building intelligent infrastructure around four platforms: artificial intelligence; robotics and smart mobility; advanced manufacturing; and digital assets and capital. Its industrial group, Alif Holding, is dedicated to developing, integrating, and manufacturing AI systems to serve government, public sector, and mission-critical domains. Through its subsidiary Neurovia AI, the company develops AI software and visual data infrastructure. Quantum Core Capital (“QC Capital”) is its AI-driven deep tech holding and venture building platform that incubates, invests in, and operates businesses spanning artificial intelligence, robotics, digital infrastructure, and the next-generation digital economy.
Forward-looking statements
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by words such as “will,” “expect,” “anticipate,” “aim,” “future,” “intend,” “plan,” “believe,” “estimate,” “target,” “may,” “challenge,” and similar expressions. Robo.ai may also make forward-looking statements, both written and oral, in its periodic reports filed with the U.S. Securities and Exchange Commission (“SEC”), annual shareholder reports, press releases, and other written materials, as well as in oral statements made by its officers, directors, or employees to third parties. Any statements that are not historical facts, including statements regarding Robo.ai’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Numerous factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to: Robo.ai’s strategy, future business development, and financial condition and operating results; Robo.ai’s limited operating history under its current business model; Robo.ai’s ability to generate positive cash flow and profitability; Robo.ai’s ability to compete successfully; Robo.ai’s ability to build its brand and mitigate negative publicity; and changes in customer demand or government incentives, subsidies, or other favorable government policies. Additional information regarding these and other risks is contained in Robo.ai’s filings with the SEC. All information provided in this press release is current as of the date of this release, and except as required by applicable law, Robo.ai undertakes no obligation to update any forward-looking statements.
For investor and media inquiries, please contact:
Investor: Robo.ai Inc. Investor Relations
Email: [email protected]
Media: Robo.ai Inc. Corporate Communications
Email: [email protected]
Website: www.roboai.group