Robo.ai Inc. Convertible Note Facility

Robo.ai Inc. has entered into a securities purchase agreement with an institutional investor to issue and sell senior convertible notes totaling up to $37.5 million. The notes, convertible into Class B ordinary shares, will be sold at a discount, with an initial aggregate principal amount of $25 million in two closings. Additional closings are possible under certain conditions. The notes mature in two years, bear no interest unless an event of default occurs (at which point a 14% per annum interest rate applies), and rank senior to other obligations. Conversion into Class B ordinary shares is possible at 140% of the prior day's closing price, subject to a 9.99% beneficial ownership limitation. Net proceeds will be used for general corporate purposes and working capital. The company has also agreed to certain covenants regarding the issuance of equity-linked securities and entered into a registration rights agreement with the investor.