ROBO.AI INC. (Form: S-8, Received: 12/04/2025 16:06:36)

As filed with the Securities and Exchange Commission on December 4, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Robo.ai Inc.

(Exact name of registrant as specified in its charter)

Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

Office 114-117, Floor 1, Building A1,
Dubai Digital Park, Dubai Silicon Oasis,
Dubai, UAE

(Address of Principal Executive Offices and Zip Code)

2022 Equity Incentive Plan

(Full title of the plan)

Puglisi & Associates

850 Library Avenue, Suite 204,

Newark, Delaware 19711

+1 (302) 738-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Benjamin Bin Zhai
Chief Executive Officer
Office 114-117, Floor 1, Building A1,
Dubai Digital Park, Dubai Silicon Oasis,
Dubai, UAE
Tel: (971) 5-0656-3888

Peter Y. Pang, Esq.
Han Kun LLP
c/o Rooms 4301-10, 43/F, Gloucester Tower
The Landmark, 15 Queen’s Road Central
Hong Kong
+852 2820-5600

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☐
	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.

Plan Information*

Item 2.

Registrant Information and Employee Plan Annual Information*

Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided to the participants covered by the 2022 Equity Incentive Plan (the “2022 Plan”), as specified by Rule 428(b)(1) under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.

Incorporation of Documents by Reference

The following documents previously filed by Robo.ai Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:

(a)

The Registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2024 filed with the Commission on June 10, 2025 (File No. 001-41559); and

(b)

the description of the Registrant’s Class B ordinary shares incorporated by reference in the Registrant’s registration statement on Form 8-A (File No. 001-41559) filed with the Commission on November 14, 2022, including any amendment and report subsequently filed for the purpose of updating that description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this registration statement.

Item 4.

Description of Securities

Not applicable.

Item 5.

Interests of Named Experts and Counsel

Not applicable.

Item 6.

Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

II-1

The Registrant’s currently effective fourth amended and restated memorandum and articles of association, adopted by a special resolution of its shareholders on October 23, 2025, provide that to the extent permitted by law, the Registrant shall indemnify each existing or former director (including alternate director), secretary and other officer of the Registrant (including an investment adviser or an administrator or liquidator) and their personal representatives against: (a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of the Registrant’s business or affairs or in the execution or discharge of the existing or former director’s (including alternate director’s), secretary’s or officer’s duties, powers, authorities or discretions; and (b) without limitation to the foregoing (a), all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Registrant or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere. No such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of his or her own dishonesty.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.

Exemption from Registration Claimed

Not applicable.

Item 8.

Exhibits

See the Index to Exhibits attached hereto.

Item 9.

Undertakings

(a)	The undersigned Registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to that information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;

II-2

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

EXHIBIT INDEX

Exhibit Number		Description
4.1		Fourth Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Registrant’s current report on Form 6-K (File No. 001-41559) furnished to the Commission on October 23, 2025)
4.2*		Registrant’s Specimen Certificate for Class A ordinary shares
4.3*		Registrant’s Specimen Certificate for Class B ordinary shares
5.1*		Opinion of Appleby to the Registrant, regarding the legality of the Class B ordinary shares being registered
10.1		2022 Equity Incentive Plan (incorporated by reference to Annex G of the Registration Statement on Form F-4 (File No.: 333-266322), initially filed with the Commission on July 26, 2022)
23.1*		Consent of Assentsure PAC
23.2*		Opinion of Appleby (included in Exhibit 5.1)
24.1*		Power of Attorney (included on signature page hereto)
107*		Filing Fee Table

*	Filed herewith.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dubai, UAE, on December 4, 2025.

	Robo.ai Inc.

	By:	/s/ Benjamin Bin Zhai
	Name:	Benjamin Bin Zhai
	Title:	Chief Executive Officer and Executive Director

II-5

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, severally and not jointly, each of Alan Nan Wu, Benjamin Bin Zhai, and Adrian Wong, with full power to act alone, as his or her true and lawful attorney-in-fact, with the power of substitution, for and in such person’s name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on December 4, 2025.

Signature		Title

/s/ Alan Nan Wu		Executive Chairman
Alan Nan Wu

/s/ Benjamin Bin Zhai		Chief Executive Officer and Executive Director
Benjamin Bin Zhai		(Principal Executive Officer)

/s/ Aaron Huainan Liao		Vice Chairman & Executive Global President
Aaron Huainan Liao		and Director

/s/ Elizabeth Ching Yee Chung		Independent Non-Executive Director
Elizabeth Ching Yee Chung

/s/ Michael S. Cashel		Independent Non-Executive Director
Michael S. Cashel

/s/ Alain Batty		Independent Non-Executive Director
Alain Batty

/s/ Jin He		Independent Non-Executive Director
Jin He

/s/ Yehong Ji		Independent Non-Executive Director
Yehong Ji

/s/ Adrian Wong		Chief Financial Officer
Adrian Wong		(Principal Financial and Accounting Officer)

II-6

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Robo.ai Inc., has signed this registration statement or amendment thereto in Newark, Delaware on December 4, 2025.

	Authorized U.S. Representative

	Puglisi & Associates

	By:	/s/ Donald J. Puglisi
	Name:	Donald J. Puglisi
	Title:	Managing Director

II-7

Exhibit 4.2

Share Certificate of Robo.ai Inc. (the "Company") An Exempted Company incorporated in the Cayman Islands Authorised capital of the Company is US$400,000.00 divided into 4,000,000,000.00 Ordinary Shares par value US$0.0001 each. This is to certify that the undermentioned person is the registered holder of the shares specified hereunder in the Company, subject to the Memorandum and Articles of Association of the Company. Name & Address of the Shareholder: Certificate No.: 1 No. of Shares: 1.00 Class A Ordinary Share Consideration Paid: US$0.0001 Date of Issue: Given under the common seal of the Company on the date stated herein. Director/Officer NO TRANSFER OF ANY OF THE ABOVE SHARES CAN BE REGISTERED UNLESS ACCOMPANIED BY THIS CERTIFICATE

Exhibit 4.3

Share Certificate of Robo.ai Inc. (the "Company") An Exempted Company incorporated in the Cayman Islands Authorised capital of the Company is US$400,000.00 divided into 4,000,000,000.00 Ordinary Shares par value US$0.0001 each. This is to certify that the undermentioned person is the registered holder of the shares specified hereunder in the Company, subject to the Memorandum and Articles of Association of the Company. Name & Address of the Shareholder: Certificate No.: 1 No. of Shares: 1.00 Class B Ordinary Share Consideration Paid: US$0.0001 Date of Issue: Given under the common seal of the Company on the date stated herein. Director/Officer NO TRANSFER OF ANY OF THE ABOVE SHARES CAN BE REGISTERED UNLESS ACCOMPANIED BY THIS CERTIFICATE

Exhibit 5.1

Robo.ai Inc.

4^th Floor, Harbour Place

103 South Church Street, P.O. Box 10240

Grand Cayman, KY1-1002

Cayman Islands

Attention The Board of Directors

Email ccheng@applebyglobal.com
Direct Dial +852 2905 5719
Tel +852 2523 8123
Fax +852 2524 5548
Appleby Ref 471878.0001
4 December 2025

		Robo.ai Inc. (Company)

		INTRODUCTION

Suites 3504A-06		This opinion as to Cayman Islands law is addressed to you in connection with a registration statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) relating to the registration under the United States Securities Act of 1933, as amended, (the Securities Act) of 55,903,773 class B ordinary shares of par value US$0.0001 each in the share capital of the Company (the Equity Incentive Plan Shares), issuable under the 2022 equity incentive plan of the Company (the Plan).
35/F, Two Taikoo Place
979 King’s Road
Quarry Bay
Hong Kong

Tel +852 2523 8123

applebyglobal.com
		We are furnishing this opinion as Exhibits 5.1 and 23.2 to the Registration Statement.

		OUR REVIEW

Managing Partner David Bulley		For the purposes of giving this opinion we have examined and relied upon the documents listed in Schedule 1 (Documents). We have not examined any other documents, even if they are referred to in the Documents.

Partners Fiona Chan		In giving this opinion we have relied upon and assume the accuracy and completeness of the Director’s Certificate, the contents of which we have not verified.
Vincent Chan
Chris Cheng Richard Grasby		We have not made any other enquiries concerning the Company and in particular we have not investigated or verified any matter of fact or opinion (whether set out in any of the Documents or elsewhere) other than as expressly stated in this opinion.
Eason Huang
Judy Lee		Unless otherwise defined herein, capitalised terms have the meanings assigned to them in Schedule 1.
Michael Makridakis
John McCarroll SC
Lorinda Peasland
Eliot Simpson

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

LIMITATIONS

Our opinion is limited to, and should be construed in accordance with, the laws of the Cayman Islands at the date of this opinion. We express no opinion on the laws of any other jurisdiction.

This opinion is limited to the matters stated in it and does not extend, and is not to be extended by implication, to any other matters.

This opinion is given solely for the benefit of the addressee(s) in connection with the matters referred to herein and, except with our prior written consent it may not be transmitted or disclosed to or used or relied upon by any other person or be relied upon for any other purpose whatsoever.

ASSUMPTIONS AND RESERVATIONS

We give the following opinions on the basis of the assumptions set out in Schedule 2 (Assumptions), which we have not verified, and subject to the reservations set out in Schedule 3 (Reservations).

OPINIONS

Incorporation and Status: The Company is an exempted company incorporated with limited liability and existing under the laws of the Cayman Islands and is a separate legal entity. The Company is in good standing with the Registrar of Companies of the Cayman Islands.

Shareholders: Based solely on our review of the Director’s Certificate, the shareholders of the Company, as of 1 December 2025, are listed in the List of Shareholders attached to the Director’s Certificate.

CONSENT

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities the Securities Act of 1933 of the United States of America (as amended) or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ Appleby
Appleby

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

Schedule 1

Documents Examined

Scanned copies of (i) the certificate of incorporation of the Company dated 22 March 2022, and (ii) the certificate of incorporation on change of name dated 15 August 2025 (Certificates of Incorporation).

Scanned copies of fourth amended and restated memorandum of association and articles of association of the Company adopted on 23 October 2025 (the Constitutional Documents).

A scanned copy of the certificate of good standing dated 25 July 2025 issued by the Registrar of Companies in respect of the Company (Certificate of Good Standing).

A scanned copy of the certificate of incumbency dated 8 July 2025 issued by the Company’s registered office provider in respect of the Company (Certificate of Incumbency).

A scanned copy of the list of shareholders of the Company provided to us on 1 December 2025 (List of Shareholders).

A scanned copy of the director’s certificate of the Company dated 1 December 2025 signed by one of the directors of the Company (Director’s Certificate).

A copy of the latest draft Registration Statement.

A scanned copy of the Plan.

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

Schedule 2

Assumptions

We have assumed:

(i) that the originals of all documents examined in connection with this opinion are authentic, accurate and complete; and (ii) the authenticity, accuracy, completeness and conformity to original documents of all documents submitted to us as copies;

that there has been no change to the information contained in the Certificates of Incorporation or the Certificate of Incumbency and that the Constitutional Documents remain in full force and effect and are unamended;

that the signatures, initials and seals on all documents and certificates submitted to us as originals or copies of executed originals are authentic;

that where incomplete documents, drafts or signature pages only have been supplied to us for the purposes of issuing this opinion, the original documents have been duly completed and correspond in all material respects with the last version of the relevant documents examined by us prior to giving our opinion;

that none of the Company’s directors or its registered office has received any notice of any litigation or threatened litigation to which the Company is or may be party;

that the Company has not (i) received notice of any stop notice under Order 50 of the Grand Court Rules in respect of any of its shares or (ii) received notice of any restrictions notice under the Beneficial Ownership Transparency Act (as amended) of the Cayman Islands in respect of any of its shares, which restrictions notice has not been withdrawn by the registered office or ceased by court order;

that the directors or members of the Company have not taken any steps to have the Company struck off or placed in liquidation, no steps have been taken to wind up the Company and no receiver has been appointed over any of the Company’s property or assets;

that

(a)

the Certificate of Incumbency accurately reflects the names of all directors and officers of the Company;

(b)

the List of Shareholders accurately reflects the names of all members of the Company; and

(c)

the contents of the Directors’ Certificate are true and accurate,

as at the date of this opinion;

that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein; and

10.

the effectiveness of the Registration Statement under the laws of the United States of America.

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

Schedule 3

Reservations

Our opinion is subject to the following:

Foreign Law: Relevant foreign law will not be applied by the Cayman Islands courts if it is not pleaded and proved, it is not a bona fide and lawful choice of law, or it would be contrary to public policy in the Cayman Islands for that law to be applied.

Preferences: Every conveyance or transfer of property, or charge thereon, and every payment obligation and judicial proceeding, made, incurred, taken or suffered by a company at a time when that company was unable to pay its debts within the meaning of section 93 of the Companies Act (as amended) of the Cayman Islands (Companies Act), and made or granted in favour of a creditor with a view to giving that creditor a preference over the other creditors of the company, would be voidable upon the application of the company’s liquidator pursuant to section 145(1) of the Companies Act, if made, incurred, taken or suffered within the six months preceding the commencement of a liquidation of the company. Such actions will be deemed to have been made with a view to giving such creditor a preference if it is a “related party” of the company. A creditor shall be treated as a related party if it has the ability to control a company or exercise significant influence over a company in making financial and operating decisions.

Undervalues: Any disposition of property made at an undervalue by or on behalf of a company and with an intent to defraud its creditors (which means an intention to wilfully defeat an obligation owed to a creditor), shall be voidable (i) under section 146 of the Companies Act at the instance of the company’s official liquidator, and (ii) under the Fraudulent Dispositions Act (as amended) of the Cayman Islands, at the instance of a creditor thereby prejudiced.

Good Standing: Our opinion as to good standing is based solely upon receipt of the Certificate of Good Standing issued by the Registrar of Companies. The Company shall be deemed to be in good standing under section 200A of the Companies Act on the date of issue of the certificate if all fees and penalties under the Companies Act have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act.

Corporate Documents: The Registry of Companies in the Cayman Islands is not public in the sense that copies of the Constitutional Documents and information on shareholders is not publicly available and information on directors is limited. We have therefore obtained scanned copies of the corporate documents specified in Schedule 1 and relied exclusively on such scanned copies for the verification of such corporate information.

We have relied upon statements and representations made to us in the Director’s Certificate provided to us by a director of the Company for the purposes of this opinion. We have made no independent verification of the matters referred to in the Director’s Certificate, and we qualify such opinions to the extent that the statements or representations made in the Director’s Certificate are not accurate in any respect.

Issue of shares: The English case of Houldsworth v City of Glasgow Bank (1880) 5 App Cas 317 HL, provided that (i) in the event of a misrepresentation by a company on which a shareholder relied in agreeing to subscribe for shares in such company, the shareholder may be entitled to rescind the share subscription agreement and thereafter claim damages against such company for any additional loss suffered as a result of the misrepresentation; (ii) such a claim for damages will not arise unless and until the shareholder has successfully rescinded the share subscription agreement; and (iii) that a shareholder may be barred from rescinding on the grounds of delay or affirmation and if such company is wound up (whether voluntarily or compulsorily), such shareholder will lose the right to rescind the share subscription agreement (The Rule of Houldsworth). The Rule of Houldsworth was expressly not followed by the Cayman Islands Grand Court in a first instance decision (currently under appeal). Our assessment is that the Rule of Houldsworth as framed above is of questionable status in the Cayman Islands and if a company enters winding up (whether voluntarily or compulsorily) a shareholder would not necessarily lose the right to rescind the share subscription agreement.

Bermuda ■ British Virgin Islands ■ Cayman Islands ■ Guernsey ■ Hong Kong ■ Isle of Man ■ Jersey ■ Mauritius ■ Seychelles ■ Shanghai

Exhibit 23.1

	Assentsure PAC
	UEN – 201816648N
	180B Bencoolen Street #03-01
	The Bencoolen Singapore 189648
	http://www.assentsure.com.sg

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Robo.ai Inc. (formerly known as NWTN Inc.) of our report dated June 10, 2025, relating to the consolidated financial statements of NWTN Inc., which appears in the Annual Report on Form 20-F for the year ended December 31, 2024.

/s/ Assentsure PAC

Singapore

December 4, 2025

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

Robo.ai Inc.

Table 1: Newly Registered Securities


Security Type	Security Class Title	Notes	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price		Fee Rate	Amount of Registration Fee

Equity	Class B ordinary shares, par value US$0.0001 per share	(1)	Other	51,487,074	$	0.5991	$	30,845,906.03	0.0001381	$	4,259.82
Equity	Class B ordinary shares, par value US$0.0001 per share	(2)	Other	4,416,699	$	0.5991	$	2,646,044.37	0.0001381	$	365.42

Total Offering Amounts:							$	33,491,950.40			4,625.24
Total Fee Offsets:											0.00
Net Fee Due:										$	4,625.24

__________________________________________
Offering Note(s)

(1)

(2)

Represents Class B ordinary shares issuable upon vesting or exercise of awards granted under the Registrant’s 2022 Equity Incentive Plan (the “2022 Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Plans. Any Class B ordinary shares covered by an award granted under the 2022 Plan (or portion of an award) that terminates, expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class B ordinary shares that may be issued under the 2022 Plan.

These Class B ordinary shares are reserved for future award grants under the 2022 Plan. Under the 2022 Plan, the maximum aggregate number of Class B ordinary shares that may be issued pursuant to the awards shall initially be 42,845,000 shares, equal to 15% of the total number of ordinary shares outstanding of the Registrant immediately after the closing of the business combination on November 11, 2022, with an annual increase by 1.5% of the total number of ordinary shares outstanding on the last day of the immediately preceding fiscal year commencing with the fiscal year ending on December 31, 2023, unless otherwise determined by the board of directors or any committee authorized by the board.

As of the date of this registration statement, the maximum aggregate number of Class B ordinary shares that are available for issuance under the 2022 Plan shall be 55,903,773 shares. To the extent that the actual number of shares that may be offered pursuant to the 2022 Plan exceeds the number of shares registered on this registration statement in the future, the Registrant will file a new registration statement to register the additional shares. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act, is based on US$0.5991 per share, the average of the high and low prices for the Registrant’s Class B ordinary share as quoted on the Nasdaq Capital Market on December 2, 2025.