SCHEDULE: ATW Group Discloses 9.9% Stake in Robo.ai Inc.

A group of investment entities and individuals, including JAK Mobility Ventures II LLC and ATW Master Fund V LP, has disclosed a 9.9% beneficial ownership stake in Robo.ai Inc. through convertible debt.

Summary

• JAK Mobility Ventures II LLC, ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, Kerry Propper, and Antonio Ruiz-Gimenez collectively reported beneficial ownership of 33,435,684 Class B Ordinary Shares of Robo.ai Inc.
• This represents 9.9% of the outstanding Class B Ordinary Shares.
• The ownership is derived from convertible debt issued by Robo.ai Inc., which JAK Mobility Ventures II LLC can acquire within 60 days through exercise.
• A 'Blocker' provision limits the beneficial ownership to a maximum of 9.99% upon conversion.
• The percentage of class is calculated based on 301,255,850 shares outstanding as of December 10, 2025, plus the approximate total number of shares convertible subject to the Blocker.
• All reporting persons share voting and dispositive power over these 33,435,684 shares.

Sentiment

Score: 7

Explanation: The disclosure of a significant 9.9% stake by an investment group, acquired through convertible debt, generally indicates a positive long-term view on Robo.ai Inc.'s prospects. While the 'Blocker' limits immediate control, the commitment of capital via convertible debt is a positive signal.

Positives

• A significant institutional investment group has taken a substantial stake in Robo.ai Inc., potentially signaling confidence in the company's future prospects.
• The investment is structured via convertible debt, which provided capital to Robo.ai Inc.

Negatives

• The 'Blocker' provision limits the investor group's ability to increase their stake beyond 9.99% through conversion, which could cap their influence or potential upside from conversion.

Risks

• The value of the convertible debt and the underlying shares is subject to market fluctuations and the operational performance of Robo.ai Inc.
• The 'Blocker' provision could limit the investor group's ability to fully convert their debt if it would push them over the 9.99% beneficial ownership threshold, potentially affecting their investment strategy.

Future Outlook

NA

Industry Context

This filing indicates a significant investment in Robo.ai Inc. by a group of investment entities and individuals, suggesting continued investor interest in the robotics and AI sector. While specific industry trends are not detailed, such a substantial stake by an investment group often reflects a belief in the company's long-term potential within its market.

Stakeholder Impact

• Shareholders: The disclosure of a significant institutional stake could be viewed positively, potentially increasing investor confidence and liquidity. The 'Blocker' ensures no single entity immediately gains control beyond 9.99% through this specific conversion.
• Company (Robo.ai Inc.): The convertible debt provided capital to the company, and the potential conversion could lead to a more diversified shareholder base.

Key Dates

Recommendation

The disclosure of a significant 9.9% stake by a sophisticated investment group, acquired via convertible debt, suggests a positive long-term outlook for Robo.ai Inc. This institutional backing can be a positive signal to the market. However, without additional financial or operational details from Robo.ai Inc. itself, a 'hold' recommendation is prudent. Investors should monitor the company's performance and future disclosures to assess the full implications of this substantial ownership position and the potential conversion of the debt.

Keywords

Robo.ai Inc., Class B Ordinary Shares, Schedule 13G, beneficial ownership, convertible debt, JAK Mobility Ventures II LLC, ATW Master Fund V LP, ATW Partners Opportunities Management, LLC, Kerry Propper, Antonio Ruiz-Gimenez, institutional investment, equity stake, SEC filing