Robo.ai Announces Reverse Stock Split and Will Hold a Special General Meeting of Shareholders on October 26, 2026
PR Newswire
44m ago
Ai Focus
Robo.ai Inc. It indicates that, after obtaining shareholder approval, the company will implement a reverse stock split at a ratio of 1 to 25 on November 6, 2026, affecting all classes of common shares. A special general meeting of shareholders will be convened on October 26, 2026, to review the relevant resolutions. The company has also disclosed the number of tradable shares before and after the split, the adjustment of authorized share capital, and the arrangements for handling fractional shares.
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Dubai, United Arab Emirates, October 16, 2026 / PRNewswire / -- Robo.ai Inc. (Nasdaq ticker: AIIO) (hereinafter referred to as the "Company") announced today that, subject to shareholder approval, the Company will implement a reverse stock split of 1 to 25 for all classes of its common shares, including Class A common shares and publicly traded Class B common shares. The stock split will take effect on November 6, 2026, at 9:30 a.m. Eastern Time.

Prior to the reverse stock split, the company had 13,817,501 Class A common shares and 222,116,290 Class B common shares outstanding. After the reverse stock split, there will be 552,701 Class A common shares and 8,884,684 Class B common shares. The company's Class B common shares will begin trading on November 6, 2026, at the opening of trading in the Eastern United States time zone, using the adjusted base rate after the reverse stock split, and will continue to use the existing trading code “AIIO”. The new trading code for the company's Class B common shares will be “G6693P130”, replacing the previous one “CUSIP”.

The company stated that after the reverse stock split is completed, the trading price of Class B ordinary shares is expected to increase proportionally. However, the company cannot guarantee that the trading price after the reverse split will be equal to or higher than 25 times the price before the split.

Reverse stock splits will affect all shareholders equally and will not change any shareholder's percentage of ownership in the company's issued share capital, except for adjustments resulting from the handling of fractional shares.

The options, warrants, and other convertible securities already issued by the company will be adjusted in proportion according to their respective terms. A reverse stock split will not result in the issuance of fractional shares. Shareholders who would have been entitled to fractional common shares as a result of the reverse stock split will receive one full common share in lieu of those fractional shares.

Regarding the proposed reverse stock split, the company will hold a special general meeting of shareholders (“EGM”) on October 26, 2026, at 8:30 a.m. Eastern Time (4:30 p.m. local time in Dubai) at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba in Dubai, United Arab Emirates. Shareholders may also access... www.proxydocs.com / aiio Participate in EGM via live web conferencing, vote, and submit questions.

As of the close of business on October 14, 2026, holders of registered common shares (“registration date”) or their proxies are entitled to vote at the EGM or any subsequent postponement or rescheduling of the meeting. Based on the registration date, each share of Class A common stock entitles the holder to 25 votes, while each share of Class B common stock entitles the holder to 1 vote.

At EGM, the following resolutions will be reviewed and voted on.

As a special matter, the following ordinary resolutions are to be considered and adopted as appropriate (with or without amendments):

  • 1a. A share consolidation will be carried out at a ratio of 25 to 1, meaning that every 25 existing issued and unissued Class A common shares (with a par value of $0.002 per share) will be consolidated into 1 new Class A common share (with a par value of $0.05 per share); similarly, every 25 existing issued and unissued Class B common shares (with a par value of $0.002 per share) will be consolidated into 1 new Class B common share (with a par value of $0.05 per share). These new Class A and Class B common shares, collectively referred to as 'consolidated shares,' will take effect from November 6, 2026. The new Class A and Class B common shares are equal in all respects and enjoy the same rights, privileges, and restrictions regarding the consolidated shares as stipulated in the company's articles of association.
  • 1b. Upon the effective date of the share consolidation, the authorized capital of the company will be adjusted 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).
  • 1c. All fractional shares resulting from the share consolidation will be ignored and not issued to the company's shareholders; all such fractional shares will be aggregated and, where feasible, sold in a manner and under terms deemed appropriate by the board of directors, with the proceeds belonging to the company.
  • 1d. Authorize any one or more directors of the company, the company secretary, and/or the service provider of the registered office to take such actions as they deem absolutely necessary, appropriate, advisable, or convenient, and to sign all further documents or instruments required for the implementation, enforcement, or completion of matters related to the share merger.

2. As a special matter, the following ordinary resolutions are considered and adopted as appropriate (with or without amendments):

  • 2a. Upon the effective date of the share consolidation, the authorized capital of the company will increase from $4,000,000, divided into 80,000,000 shares (including 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 (including 35,000,000 new Class A common shares and 350,000,000 new Class B common shares). This increase will be achieved by issuing an additional 25,000,000 new Class A common shares and 280,000,000 new Class B common shares ("authorized capital increase"). Each new Class A and Class B common share will enjoy the rights and restrictions stipulated in the seventh amendment and restatement of the articles of association as described below (see definitions below).
  • 2b. Authorize any director, company secretary, and/or registered office service provider to take all actions deemed necessary, advisable, or convenient, and to sign relevant documents in order to implement and carry out the authorized increase in share capital.

3. As a special matter, the following special resolution shall be considered and adopted as appropriate (with or without amendments):

  • 3a. Upon the effectiveness of the share consolidation and authorized capital increase, the seventh revision and restatement of the company's memorandum and articles of association ("Seventh M&A") are approved and adopted, as set forth in Annex A, to replace and supersede the company's existing revised and restated memorandum and articles of association.
  • 3b. Authorize any director, company secretary, and/or registered office service provider to take all actions deemed necessary or appropriate in their absolute discretion, to sign all documents or instruments, and to make all arrangements required to implement the adoption of the seventh M&A, including but not limited to handling the necessary filings with the Cayman Islands Company Registry.

In addition, EGM can also handle any other appropriate matters to be submitted for deliberation at the meeting.

EGM Notice contains more details on the resolutions approved by the company's shareholders, as well as other relevant information regarding EGM and how to vote on common shares at the meeting.

Investors and shareholders are urged to carefully read the full text of the materials submitted or provided to the U.S. Securities and Exchange Commission, as these materials contain important information regarding the company, the revised and restated memorandums and articles of association, and related matters.

Regarding Robo.ai and Inc.

Robo.ai Inc. (Nasdaq ticker: AIIO) Headquartered in Dubai, United Arab Emirates, it is a Nasdaq-listed technology group that builds intelligent infrastructure around four platforms: artificial intelligence; robotics and intelligent mobility; advanced manufacturing; and digital assets and capital. Its industrial group Alif Holding is committed to building smart industries by developing, integrating, and manufacturing AI systems to serve governments, public sectors, and critical mission areas. Through its subsidiary Neurovia AI, the company develops AI software and visual data infrastructure. Quantum Core Capital ("QC Capital") is its deep-tech holding and startup construction platform driven by AI, which incubates, invests in, and operates businesses across artificial intelligence, robotics, digital infrastructure, and the next-generation digital economy.

Forward-looking Statements

This press release contains statements that may constitute “forward-looking” statements under the “Safe Harbor” provisions of the 1995 U.S. Private Securities Litigation Reform Act. Such forward-looking statements can be identified by words such as “will”, “expect”, “anticipate”, “intend”, “future”, “plan”, “believe”, “estimate”, “target”, “may”, “challenge”, and similar expressions. Robo.ai may also make written or oral forward-looking statements in periodic reports, annual shareholder reports, press releases, and other written materials submitted to the U.S. Securities and Exchange Commission (“SEC”), as well as in oral statements made by its executives, directors, or employees to third parties. Statements that are not historical facts, including those regarding Robo.ai’s beliefs, plans, and expectations, are considered forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Various factors could cause actual results to differ significantly from those contained in any forward-looking statements, 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 the current business model; Robo.ai’s ability to generate positive cash flow and profits; Robo.ai’s ability to compete successfully; Robo.ai’s ability to build a brand and withstand negative public opinion; and changes in customer demand, government incentives, subsidies, or other favorable government policies. Additional information regarding these and other risks is contained in the documents submitted by Robo.ai to SEC. All information provided in this press release is as of the date of issuance of this press release, and except as required by applicable law, Robo.ai assumes no obligation to update any forward-looking statements.

For inquiries from investors and the media, please contact:

Investors: Robo.ai Inc Investor Relations

Email: [ email protected ]

Media: Robo.ai Inc . Corporate Communications

Email: [ email protected ]

Website: www.roboai.group

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