F-1/A: Robo.ai Faces Delisting Amidst Deep Losses and Strategic Shifts

Robo.ai Inc. reports significant recurring losses and a going concern warning, with a Nasdaq delisting threat, despite new joint ventures and a standby equity financing agreement.

Summary

• Robo.ai Inc. is an emerging growth company and foreign private issuer headquartered in Dubai, UAE, specializing in Smart Passenger Vehicles (SPVs) and autonomous logistics vehicles.
• The company reported a net loss of US$172.7 million in 2024, following US$266.7 million in 2023 and US$48.2 million in 2022.
• Revenue decreased by 67.9% from US$37.3 million in 2023 to US$12.0 million in 2024, primarily due to the discontinuation of the Rabdan-branded vehicle line and intense market competition.
• Cash and cash equivalents significantly declined to US$0.1 million as of December 31, 2024, from US$23.2 million in 2023, despite net cash inflows from operating activities of US$33.6 million in 2024.
• An accumulated deficit of US$737.0 million was reported as of December 31, 2024, up from US$564.5 million in 2023.
• The company received a Nasdaq delisting determination on May 21, 2025, for failing to file its 2024 Annual Report and is appealing the decision.
• Robo.ai entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. (Yorkville) on September 3, 2025, for up to US$100.0 million in Class B ordinary shares over 24 months.
• New joint ventures were formed: RJ Investment L.L.C.-FZ (51% owned) with JW Global Holding L.L.C.-FZ for commercial vehicle sales in Pakistan and the Gulf region, and a JV with EVT Aerotechnics (Nanjing) Co., Ltd. (51% owned) for global eVTOL sales and production in the UAE.
• An equity acquisition agreement was signed on September 18, 2025, to purchase 16.58% of aitos.io Pte. Ltd. for US$8.29 million, payable in 5,181,250 Class B ordinary shares.
• A Joint Venture Agreement with W Motors was signed on January 14, 2025, to establish a JV for automobile modification, distribution, and services, with Robo.ai holding a 51% stake and contributing US$100 million in intellectual property.
• The company is developing MUSE, a full-sized SPV with Level 2.5 autonomous driving, targeting mass production in 2027, and Astra, a commercial-grade driverless logistics vehicle, targeting launch at the end of 2025.
• Material weaknesses in internal control over financial reporting were identified, including insufficient competent financial reporting personnel and inadequate period-end closing policies.
• Workforce restructuring initiated in January 2024 resulted in a reduction of approximately 222 employees and US$1.7 million in severance-related charges in 2024.

Sentiment

Score: 2

Explanation: The company faces severe financial distress, including recurring substantial losses, critically low cash reserves, and a Nasdaq delisting threat. While new strategic partnerships and a capital raise agreement offer some potential, the immediate financial health and operational challenges, particularly the discontinuation of a major product line and internal control weaknesses, indicate a highly precarious situation.

Positives

• Secured a Standby Equity Purchase Agreement with Yorkville for up to US$100.0 million, providing a potential source of capital.
• Formed a joint venture (RJ Investment L.L.C.-FZ) with JW Global Holding L.L.C.-FZ to expand commercial vehicle sales and aftersales services in Pakistan and the Gulf region, with Robo.ai holding a 51% equity interest.
• Established a joint venture with EVT Aerotechnics (Nanjing) Co., Ltd. for global sales and production of electric vertical take-off and landing aircraft (eVTOL) under the RoVtol brand, with Robo.ai holding a 51% equity interest.
• Acquired 16.58% of aitos.io Pte. Ltd., a technology company integrating IoT and blockchain, for US$8.29 million, enhancing technology capabilities.
• Entered into a Joint Venture Agreement with W Motors to engage in automobile modification, distribution, and car services, with Robo.ai holding a 51% stake and contributing US$100 million in intellectual property.
• Adopted an asset-light manufacturing model through strategic partnerships, aiming to lower initial capital expenditures and efficiently ramp up production.
• Generated net cash inflows from operating activities of US$33.6 million in 2024, a positive shift from previous negative cash flows.
• Appointed new key executive officers and independent directors, including a new CEO, CFO, and audit committee members, to strengthen management and corporate governance.

Negatives

• Reported significant and recurring net losses: US$172.7 million in 2024, US$266.7 million in 2023, and US$48.2 million in 2022.
• Experienced a substantial decline in net revenue by 67.9% from US$37.3 million in 2023 to US$12.0 million in 2024, primarily due to the discontinuation of the Rabdan-branded vehicle line.
• Cash and cash equivalents plummeted to US$0.1 million as of December 31, 2024, from US$23.2 million in 2023, indicating severe liquidity issues.
• Accumulated deficit reached US$737.0 million as of December 31, 2024, highlighting a deteriorating financial condition.
• Received a Nasdaq delisting determination on May 21, 2025, for failing to file the 2024 Annual Report, posing a significant threat to public trading status.
• Identified material weaknesses in internal control over financial reporting, including a lack of competent financial reporting personnel and inadequate period-end closing procedures.
• Incurred US$1.7 million in severance-related charges in 2024 due to a workforce restructuring plan following the discontinuation of the Rabdan brand.
• Recorded a full impairment of US$15.9 million on the long-term investment in W Motors in 2024 due to the investee's net liability position.
• Accrued US$36.1 million in financial expenses in 2024 related to a 15% guaranteed annual return on a PIPE investment, with US$60.0 million due from pledgors fully provisioned for expected credit loss.
• Faces significant litigation exposures, including US$22.9 million for the Jinghong Dispute and US$14.7 million for the Loop Capital Dispute, with several other ongoing lawsuits.

Risks

• The company's ability to continue as a going concern is subject to significant uncertainty due to recurring operating losses, negative cash flows, and dependence on external financing.
• The discontinuation of the Rabdan-branded vehicle line has materially and adversely affected business, financial condition, results of operations, and prospects, with no immediate replacement revenue streams.
• The ability to develop, manufacture, and deliver high-quality automobiles on schedule and at scale is unproven and still evolving, with past changes and delays in product development.
• Market acceptance of new automotive products (MUSE, autonomous logistics vehicles, specialty vehicles) is uncertain, and a shift in focus may cause market and production challenges.
• Material weaknesses in internal control over financial reporting could lead to inaccurate financial reporting and adversely affect investor confidence.
• Dependence on third-party manufacturers and technological partners for production and R&D introduces risks of delays, quality control issues, and potential disputes.
• Disruptions in the supply chain, particularly for rare earth elements and magnets from China, could halt production, increase costs, and erode market competitiveness.
• Global geopolitical conditions, including the Russia-Ukraine conflict and Middle East escalation, may lead to market disruptions, supply chain interruptions, and increased costs.
• Inability to obtain government grants, loans, and other incentives could materially adversely affect financial condition.
• Negative publicity or safety concerns regarding products or competitors' products could harm brand and reputation.
• Autonomous driving technology relies on complex software and hardware, which may contain errors, bugs, or vulnerabilities, affecting performance and potentially leading to liabilities.
• Industry data, forecasts, and estimates are inherently uncertain and may not accurately reflect future results.
• Inadequate insurance coverage, including business disruption insurance, could have a material adverse effect.
• Failure to successfully implement growth strategies or manage future growth effectively could negatively impact brand and financial performance.
• Research and development efforts may not yield expected results, leading to a decline in competitive position.
• Exposure to intellectual property infringement claims or other allegations could result in substantial costs and diversion of management attention.
• High dependence on proprietary technologies co-developed with third parties, with risks if rights to use are not secured.
• Inability to attract and retain key senior management and skilled employees could materially adversely affect business.
• Employees, business partners, and suppliers may engage in misconduct, leading to legal liabilities and reputational harm.
• Vehicles are subject to motor vehicle standards, and failure to satisfy them would adversely affect business.
• International operations in the UAE and Mainland China expose the company to unfavorable regulatory, political, trade, tax, and labor conditions.
• Uncertainties with the PRC legal system, including government oversight, data privacy laws (Cyber Security Law, Data Security Law, PIPL), and foreign investment regulations, could adversely affect operations and the value of securities.
• The Holding Foreign Companies Accountable Act (HFCAA) poses a risk of delisting if the PCAOB is unable to inspect the company's auditor for two consecutive years.
• As a Cayman Islands incorporated company, investors may face difficulties in protecting their interests or enforcing U.S. judgments.
• As a public company, increased costs and management time are devoted to compliance initiatives.
• The sale or availability of substantial amounts of Class B ordinary shares by selling securityholders (up to 87.4% of total outstanding shares) could adversely affect market price and volatility.
• The dual-class capital structure may render Class B ordinary shares ineligible for inclusion in certain stock market indices, affecting trading price and liquidity.
• As a controlled company, Robo.ai may rely on exemptions from certain Nasdaq corporate governance requirements, potentially offering less protection to shareholders.
• Potential characterization as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes could result in adverse tax consequences for U.S. shareholders.
• The registration of shares for resale and future exercise of registration rights may adversely affect the market price of securities.
• The company may be subject to legal proceedings due to failure to timely file registration statements as required by agreements.

Future Outlook

The company plans to accelerate product development and delivery by working with local governments and global ESP partners, expand international market presence, collaborate with global fleet providers, and create more monetization opportunities from its products. It aims to commence mass production of its MUSE SPV in 2027 and autonomous logistics vehicles by the end of 2025. The company intends to retain future earnings and not pay dividends until it becomes profitable. Management is actively exploring new partnerships and refining its approach in response to technological advancements and market demands.

Management Comments

• We believe such amounts (intercompany loan payments for Business Combination expenses) to be one-off payments by our subsidiaries, which will not be incurred again.
• We currently do not have a specific timetable on when to settle the amounts owed within the Company and plan to distribute cash dividends after we become profitable.
• We believe to be well-positioned to compete in the EV markets because of (i) our core technologies focus on providing a passenger-centric experience which grant us competitive edges over our rivals, and (ii) technology and production support through our strategic partnerships.
• We maintain a dynamic growth framework, conducting periodic strategic reviews, particularly around smart technologies and advanced manufacturing segments, to optimize market positioning and resource allocation.
• We will proactively refine our approach in response to technological advancements, competitive opportunities, and evolving market demands within our capital and operational constraints.
• We believe that, unlike certain other multi-purpose vehicles (MPVs) on the market, MUSE pays more attention to the passengers, and will perform better in terms of comfort, intelligence and personalized services.
• Our management believes that the allegations in the aforementioned lawsuit (Jinghong Dispute) lack merit, and we intend to vigorously defend the action.

Industry Context

The global passenger vehicle market is experiencing demand growth driven by increased per capita income, EV adoption, and advancements in ADAS. Robo.ai positions itself in the midto high-end EV segment, facing intense competition from established OEMs and new EV brands. The industry is characterized by rapid technological changes, evolving government regulations, and consumer demands. The company's asset-light model and focus on passenger-centric design aim to differentiate it in this competitive landscape. Geopolitical events and supply chain disruptions, particularly concerning rare earth elements, are noted as significant industry-wide challenges.

Comparison to Industry Standards

• Robo.ai's MUSE SPV is planned to offer Level 2.5 autonomous driving technology, which is comparable to advanced driver-assistance systems offered by leading EV manufacturers like Tesla and NIO, though specific performance benchmarks are not detailed.
• The company's asset-light manufacturing model, relying on automotive engineering service providers (ESPs) like W Motors, is a common strategy employed by new entrants to reduce initial capital expenditures, similar to how some emerging EV companies partner with contract manufacturers.
• The planned use of CATL's 3rd Generation CTP battery system, featuring ternary lithium battery with high energy density and advanced safety designs (integrated isolation cooling, thermal diffusion safety, pyro fuse), aligns with top-tier battery technology adopted by leading EV brands for enhanced performance and safety.
• The company's focus on a 'passenger-centric' design philosophy with features like front swivel seats, double large screens, multiple riding modes (work, health, meeting, entertainment, relaxation), and smart navigation aims to differentiate it from traditional multi-purpose vehicles (MPVs) and other EVs on the market, which often prioritize driver experience or basic utility.
• The development of an intelligent autonomous driving assistant with high computing power, multi-sensor fusion, and reinforcement learning-based decision planning is consistent with the advanced R&D efforts seen in leading autonomous driving companies, though specific competitive advantages over established players are not quantified.
• The company's R&D investment of US$4.5 million in 2024, while a decrease from previous years, indicates ongoing commitment to innovation, but is significantly lower than the R&D budgets of major global automotive OEMs and established EV players.

Management Changes

Corporate Governance

Legal Proceedings

• **Yizhong Dispute**: Tianqi Group owes US$13.4 million as of the filing date, stemming from convertible debt contracts from 2016-2017, with default interests accrued in 2023 and 2024. The original settlement plan was for US$21.7 million.
• **Jinghong Dispute**: Tianqi Group was ordered to pay approximately US$22.9 million (RMB162.7 million) for equity transfer consideration and losses under a cooperation agreement. This amount remains outstanding as of December 31, 2024.
• **Loop Capital Dispute**: Concluded in January 2025, ordering the company to pay US$14.7 million to settle all claims and counterclaims related to an engagement letter from February 2022.
• **Tiancheng Dispute**: NWTN Zhejiang was ordered by a court of first instance on June 30, 2025, to compensate Tiancheng Coating System Changzhou Co., Ltd. US$0.7 million (RMB5 million) for economic losses related to a coating production line project. Tiancheng has appealed.
• **Xingjing Dispute**: Through court mediation on April 29, 2025, NWTN Zhejiang agreed to pay Xingjing (Guangzhou) Technology Co., Ltd. US$0.2 million (RMB1.7 million) by September 30, 2025, for unpaid system development services.
• **Longchuang Dispute**: Through mediation on March 24, 2025, NWTN Zhejiang agreed to pay Shanghai Longchuang Automotive Design Co., Ltd. US$0.1 million (RMB0.9 million) in three installments by December 15, 2025, for unpaid project fees.
• **Employee Disputes**: As of December 31, 2024, two employees had filed arbitrations, with settlement agreements reached in 2022 and 2023. In April 2023, two employees filed four arbitration cases claiming US$0.4 million in benefits, settled for US$0.17 million in August 2023. A new employee arbitration award against Shanghai ZunYu Automotive Sales Ltd. was referred to court-mediated pre-litigation proceedings in July 2025.
• **Construction Dispute**: Tianjin Geological Engineering Survey and Design Institute Co., Limited filed proceedings on January 9, 2025, claiming US$87 thousand in unpaid survey fees and accrued interest. Management believes the obligation is less likely than not to be borne by the Group.

Related Party Transactions

• **PIPE Escrow Account**: The company incurred US$36.1 million in financial expenses in 2024 (US$30.0 million in 2023, US$3.9 million in 2022) related to a 15% guaranteed annual return to Al Ataa Investment LLC (PIPE Investor) by seven ICONIQ shareholders (Pledgors).
• **Advance Payments to PIPE Investor**: The company made advance payments of US$15.0 million in 2023 and US$45.0 million in early 2024 to the PIPE Investor on behalf of the Pledgors. These amounts are recorded as due from Pledgors and fully provisioned for expected credit loss.
• **Loan Agreement with Mr. Alan Wu and Investor**: On September 7, 2023, the company withdrew US$30 million from the escrow account, bearing 10% annualized interest. This loan was terminated on July 1, 2024, by transferring US$10 million to the investor, recognized as a fund usage fee.
• **Loans to Tianjin Tuoda**: The company provided interest-free loans totaling US$15.7 million to Tianjin Tuoda (a company controlled by a group of shareholders) in the second half of 2023, with US$13.7 million remaining outstanding as of December 31, 2024, and fully provisioned for expected credit loss.
• **Amounts Due to Vision Path**: US$4.7 million is due and in default to Vision Path Holdings Limited (a shareholder) as of December 31, 2024, from an interest-free loan provided in August 2022.
• **Share-based Compensation**: US$23.3 million in share-based compensation was recognized in 2023 (US$3.2 million in 2022) related to Earnout Shares issued to Muse Limited (wholly owned by Alan Nan Wu).
• **Investment in Shanghai OBS**: In November 2022, the company invested US$2.9 million in Shanghai OBS Culture and Technology Co., Ltd. (20% equity, where Aaron Huainan Liao is CEO), which was fully impaired by December 31, 2022.
• **Investment in W Motors**: On December 28, 2023, the company issued 2,378,171 Class B ordinary shares (valued at US$15.9 million) to W Motors Automotive Group Holding Limited (a shareholder and partner) as consideration for R&D fees and a 5% equity interest. This investment was fully impaired as of December 31, 2024.
• **Commission Fee to Tianjin Tuoda**: In 2022, a US$13 million commission fee was payable to Tianjin Tuoda for financing services related to a US$200 million PIPE, recognized as additional paid-in capital.

Stakeholder Impact

• **Shareholders**: Face significant dilution risk from the potential resale of up to 295.1 million Class B ordinary shares by selling securityholders (87.4% of total outstanding shares). The Nasdaq delisting determination poses a severe threat to liquidity and share price. The dual-class structure gives concentrated voting power to Alan Nan Wu (75.1%), limiting influence for other shareholders. Recurring losses and going concern issues threaten investment value.
• **Employees**: Experienced a workforce restructuring plan in January 2024, leading to 222 employee reductions and US$1.7 million in severance charges, indicating job insecurity. Ongoing employee disputes highlight potential labor relations issues.
• **Customers**: May face uncertainty regarding product delivery and after-sales support due to financial instability and delays in vehicle production. The discontinuation of the Rabdan brand could impact customer loyalty and brand perception.
• **Suppliers**: Face risks of delayed or unpaid obligations due to the company's liquidity issues, as evidenced by several lawsuits from suppliers and service providers. The company's dependence on single-source suppliers also creates mutual risk.
• **Creditors**: Exposed to significant credit risk due to the company's inability to repay debts, as seen in the Yizhong, Jinghong, and Loop Capital disputes, and the full provision for amounts due from related parties. The going concern warning indicates heightened risk of default.
• **Regulatory Bodies**: The company is under scrutiny from Nasdaq for listing compliance and faces complex and evolving regulations in China (CSRC, data security) and the UAE, requiring significant compliance efforts and posing risks of sanctions or operational restrictions.

Next Steps

• File the 2024 Annual Report as soon as practicable to address Nasdaq's delisting determination.
• Continue to appeal the Nasdaq delisting determination and seek an extended stay of trading suspension.
• Implement enhanced communication processes with the independent registered public accounting firm for future PCAOB audits.
• Further develop and implement a remediation plan to address identified material weaknesses in internal control over financial reporting.
• Negotiate and execute definitive agreements for the joint venture with EVT Aerotechnics within 30 days of the Cooperation Agreement signing (September 6, 2025).
• Complete the formal establishment of the joint venture company with W Motors.
• Complete the closing of the Asset Contribution & Share Issuance Agreement with JW International LLC-FZ within 15 business days after satisfaction of conditions precedent (expected by November 6, 2025).
• Continue to work diligently to secure additional financing and reduce expenditures to alleviate going concern doubts.
• Continue to explore new partnerships in new regions and introduce new vehicle models to replace the discontinued Rabdan brand.
• Proceed with the development and planned mass production of MUSE SPV (2027) and autonomous logistics vehicles (end of 2025).

Key Dates

Recommendation

Robo.ai Inc. is in a critical financial state, evidenced by substantial recurring net losses (US$172.7 million in 2024), critically low cash reserves (US$0.1 million), and an accumulated deficit of US$737.0 million. The explicit 'going concern' warning from auditors underscores severe liquidity issues and dependence on uncertain external financing. The significant 67.9% revenue decline in 2024, driven by the discontinuation of a major product line, highlights fundamental business challenges. Furthermore, the company faces an imminent Nasdaq delisting, which would severely impair liquidity and investor access. While new joint ventures and a standby equity purchase agreement offer potential, these are long-term initiatives with high execution risk and do not address the immediate, dire financial situation. The substantial number of shares registered for resale by existing securityholders (87.4%) also poses a significant overhang, likely increasing price volatility and downward pressure. Given the profound financial instability, operational setbacks, and regulatory threats, a 'strong sell' recommendation is warranted for investors to mitigate further losses.

Keywords

Electric Vehicles, Autonomous Driving, Smart Passenger Vehicles, EVTOL, Logistics Vehicles, SEC Filing, F-1/A, Nasdaq Delisting, Going Concern, Capital Raise, Joint Venture, Corporate Governance, Financial Losses, China Regulation, UAE Operations, Supply Chain Risk, Robo.ai