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D. Boral Capital Acted as Placement Agent to Robo.ai Inc. (Nasdaq: AIIO) in Connection with the First Tranche of Its $180,000,000 PIPE

Transaction Information

On December 12, 2025, Robo.ai Inc. (NASDAQ: AIIO), a technology platform dedicated to “AI, Smart Device and Smart Asset”, announced that it has entered into a definitive agreement with ATW Partners for a total $180,000,00 financing arrangement. The financing is comprised of $80,000,000 and a $100,000,000 equity purchase facility commitment. The Company also announced that it has completed the first tranche of the transaction on December 11, 2025.

The Company intends to utilize the proceeds from this financing primarily to support strategic transformation, potential mergers and acquisitions, and general corporate operations. This capital injection is designed to strengthen the Company’s balance sheet and enhance operational flexibility, supporting its strategic initiatives across three core pillars: AI Software, Smart Device, and Smart Assets.

Robo.ai is currently executing a global expansion of its technology portfolio. The Company is advancing several key initiatives, including delivering orders of smart logistics and commercial vehicles, deployment of the low-altitude economy sector via its eVTOL company, the construction of a “Robo.ai Industrial Park” in UAE, and building digital infrastructure for the upcoming machine economy.

The financing agreement utilizes a structure whereby subsequent closings may be initiated at the Company’s discretion, contingent upon capital market conditions and investment targets. This mechanism is intended to provide Robo.ai with the financial autonomy to maintain capital strength for long-term development while allocating capital efficiently according to the pace of business operations and shareholder interests.

D. Boral Capital LLC acted as Placement Agent for the Offering.

About Robo.ai Inc.

Robo.ai Inc. (NASDAQ: AIIO) is a technology company based in the UAE, dedicated to developing a global AI-enabled robotics platform. The Company aims to create a decentralized AI network for connecting AI terminals and promoting an intelligent future. Their focus includes integrating AI into smart devices and smart assets.

About D. Boral Capital

D. Boral Capital LLC is a premier, relationship-driven global investment bank headquartered in New York. The firm is dedicated to delivering exceptional strategic advisory and tailored financial solutions to middle-market and emerging growth companies. With a proven track record, D. Boral Capital provides expert guidance to clients across diverse sectors worldwide, leveraging access to capital from key markets, including the United States, Asia, Europe, the Middle East, and Latin America.

A recognized leader on Wall Street, D. Boral Capital has successfully aggregated approximately $35 billion in capital since its inception in 2020, executing ~350 transactions across a broad range of investment banking products.

D. Boral Capital is a member of FINRA and SIPC.

Company Profile

D. Boral Capital

Industry: Financial Services

Website: https://dboralcapital.com

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For more information please contact:

Investment Banking

Gaurav Verma
Co-Head of Investment Banking
Direct: +1 (929) 528-0912
gverma@dboralcapital.com

John Park
Vice President
Direct: +1 (929) 528-0864
jpark@dboralcapital.com

Alex Piechucki
Analyst
Direct: +1 (929) 528-0907
apiechucki@dboralcapital.com

Edoardo Pozzi
Analyst
Direct: +1 (929) 528-0992
epozzi@dboralcapital.com

Equity Capital Markets

Philip Wiederlight
Chief Operating Officer
Direct: +1 (929) 625-1539
pwiederlight@dboralcapital.com

Mark Iorio
Head of Equity Capital Markets
Direct: +1 (929) 528-0913
miorio@dboralcapital.com

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John Darwin

Chief Investment Officer

John Darwin is the Chief Investment Officer of D. Boral Capital where he leads the firm’s investment initiatives and portfolio management.

John has 15 years of experience in private equity, venture capital, and corporate development with a focus on high-growth and emerging industries across all geographies. Prior to D. Boral Capital, John was Managing Director of ARC Group where he oversaw the firm’s equity, debt and SPAC investments. Before joining ARC, John held the position of co-founder and Managing Partner of Luminous Capital, a private investment and advisory firm focused on structured credit.

Earlier in his career, John was President of OCG, Inc., a U.S based retail franchisor, where he led the expansion through organic growth and M&A from single location to multi-national operations and eventual sale.

John received his BBA in Finance from Cox School of Business at Southern Methodist University.

Mark Iorio

Head of Equity Capital Markets

Mark Iorio is the Head of Equity Capital Markets at D. Boral Capital.

Since joining the firm in 2022, he has been responsible for managing the placement of more than 200 public and private offerings. Throughout Mark’s career, he has been involved in approximately $20 billion worth of capital raises, ranging from IPOs, Follow-Ons, SPACs, PIPEs, Convertibles, Debt, and Private Placements. Prior to DBC, Mark worked at Maxim Group, where he focused on capital raising initiatives, primarily for private biotechnology, pharmaceutical, and life sciences companies.

Mr. Iorio holds a bachelor’s degree in finance from the Lubin School of Business at Pace University.

Jason Kolbert

Head of Research

Jason Kolbert is the Head of Research at D. Boral Capital. Since joining the firm in 2024, he has worked closely with long-time colleague David Boral to establish and expand the firm’s research platform. Under his leadership, the research team delivers fundamentals-driven analysis through an open-architecture model and actively covers more than 70 companies, with growing coverage across Healthcare, Technology & AI, Industrials, Energy, Financial Services, and Special Situations.

Prior to D. Boral Capital, Jason built a 25-year career as a highly regarded biotechnology analyst and investor. He was most recently Executive Managing Director and Head of Healthcare Research at Maxim Group. Earlier in his career, he spent seven years at Citigroup as a biotechnology analyst and seven years at Susquehanna International Group as a portfolio manager, giving him a unique perspective at the intersection of research and capital markets. Jason began his professional career as a pharmaceutical chemist before moving into international product and marketing management with Schering-Plough in Japan. He later transitioned to Wall Street as a biotechnology research associate at Salomon Smith Barney.

Jason’s research philosophy centers on identifying paradigm-shifting technologies that are disruptive within their industries, supported by rigorous channel checks, valuation metrics, and long-term forecasting—often spanning a decade. In addition to his professional work, he is committed to mentoring the next generation of analysts and fostering integrity in research.

Jason holds a Bachelor of Science in Chemistry from the State University of New York at New Paltz and an MBA from the University of New Haven.

David Lee

Head of Secondaries & Follow-on Investment Banking

David Lee, MBA, is Head of Secondaries & Follow-on Investment Banking at D. Boral Capital. David has spent more than 15+ years in investment banking for capital raising and M&A transactions. Throughout his career, David has advised more than $100B in equity, debt, and M&A transactions for companies across a variety of industries.

David started his IB career at Wachovia and transitioned to Wells Fargo Securities post-merger, and then onto Bank of America Merrill Lynch. After completing his MBA, he resumed his investment banking career at Oppenheimer and then the M&A group at Elevance Health, before joining D. Boral Capital.

David received his MBA from the NYU Stern School of Business.

Ryan J. Whalen

Chief Legal Officer

Ryan J. Whalen has been the Chief Legal Officer of D. Boral Capital since November 2025, previously serving as General Counsel since 2023, and Deputy General Counsel & Head of Litigation since November of 2021.

Prior to joining D. Boral Capital, Ryan spent over two decades as a litigator representing clients faced with complex business disputes. His experience includes handling securities litigation, financial disputes, corporate governance/director and officer litigation, breaches of fiduciary duty, fraud, professional malpractice, employment law, and whistle-blower claims. Ryan also has experience in the Financial Services industry representing investment banks, hedge funds, public companies, and investors. Most recently, Ryan was a Partner at Gusrae Kaplan Nusbaum PLLC. Law, and prior to that, he was a Partner at Brown & Whalen, P.C.

Ryan holds his Juris Doctor degree from Fordham University School of Law and his bachelor’s degree from the University of Rhode Island.

David W. Boral

Chief Executive Officer & Founder

David W. Boral is the Chief Executive Officer and Founder of D. Boral Capital.

Prior to D. Boral Capital, David held several leadership positions in the Investment Banking and Capital Markets industry. His 16 years of expertise spans both public and private transactions, including IPOs, Secondaries/Follow-On Offerings, SPACs, PIPEs, Reverse Mergers, M&A, Bankruptcy/Restructurings, Cross Listings, and other private and public offerings, in the US and abroad. Most recently, David was Co-Head of Investment Banking & Managing Director at Aegis Capital Corp, and prior to that, he was a Director of Investment Banking, at Maxim Group.

In addition to his work at D. Boral Capital, David is dedicated to improving the world around him, specifically the lives of children and veterans. He currently serves on the advisory board for Keep a Child Alive, a nonprofit organization that provides healthcare, housing, and other support services to HIV/AIDS-affected communities in Africa and India. Additionally, David serves on the board for Lifeline Humanitarian Organization, which was founded by Princess Katherine, to reduce and relieve the suffering of physically and mentally disabled children, orphans, and the elderly, as well as to improve medical facilities in Serbia. He also partners with St. Jude Children’s Research Hospital, Heroes Among Us, and Project Rousseau, through corporate sponsorships.

David holds a bachelor’s degree in Business Administration from the Lubin School of Business at Pace University.

Gaurav Verma

Co-Head of Investment Banking

Gaurav Verma has been covering the Technology, Media, and Telecom sector for over 10 years, and has executed over 100 billion in transactions encompassing sell-side and buy-side M&A, IPOs, SPACs, equity offerings, converts, high yield and investment-grade financings. Mr. Verma has advised C-Suite executive teams on M&A assignments, business development opportunities, growth strategies, and capital allocation policies.

Prior to joining D. Boral Capital, Gaurav was a Director at Nomura, spearheading TMT coverage efforts, and previously, was a Senior Vice President at Bank of America Merrill Lynch, within their TMT Investment Banking Group.

Gaurav received his MBA in Finance and Entrepreneurship from the NYU Stern School of Business and BS in Computer Science and Economics from Rutgers University.

Stephanie (Mengjie) Hu

Co-Head of Investment Banking

Stephanie (Mengjie) Hu has been the Head of Asia at D. Boral Capital since May of 2023, previously serving as Vice President, Asia Investment Banking at D. Boral Capital, since November of 2021.

Stephanie has over 9 years of Investment Banking and Financial Services experience. She has completed over 100 transactions across a wide range of industries, representing over $3.5 billion in aggregate value, and has participated in multiple product offerings including IPOs, Follow-Ons/Secondaries, PIPEs, Private Placement, Uplistings (Re-IPO), Reverse Mergers, Registered Directs, CMPOs, ATMs, SPACs and M&As. Her focus is primarily on serving the financial needs of Asian emerging growth and middle-market companies in a variety of industries.

Stephanie holds a Master’s degree in Finance from the University of Rochester, and she is bilingual in English and Mandarin.

Phil Wiederlight

Chief Operating Officer

Phil Wiederlight has been the Chief Operating Officer since November 2023, previously serving as Head of Syndicate, Equity Capital Markets, at D. Boral Capital, since May of 2023.

Phil has spent 15 years in Financial Services, where he has held multiple leadership positions at GoldenTree Asset Management, Sculptor Capital, and JP Morgan. He has completed numerous Capital Markets transactions, which have accounted for several billions of dollars, and has participated in multiple product offerings including IPOs, Follow-Ons/Secondaries, PIPEs, Private Placements, Uplistings (Re-IPO), Reverse Mergers, Registered Directs, CMPOs, ATMs, and SPACs. His experience also includes Cash and Position Reconciliations, Private Equity Structured Products, Trade Settlements, Crypto Settlements, Account Setups, Expense Management, Risk Reporting, and Fund Accounting. Phil has also managed numerous service provider and third-party relationships, which has helped streamline processes and improve internal efficiencies.

Phil holds a Bachelor’s degree in Business Administration from the Miami Herbert Business School at the University of Miami.

Jared S. Merlin

Chief Compliance Officer

Jared S. Merlin has been the Chief Compliance Officer at D. Boral Capital since November of 2022.

Prior to joining D. Boral Capital, Jared spent nine years as a Managing Director at Credit Agricole Corporate and Investment Bank, serving as the Chief Compliance Officer and Head of Capital Markets Compliance. Jared has over two decades of Compliance experience, providing regulatory advice and oversight to investment banks and broker dealers. Prior to Jared’s tenure at Credit Agricole, Jared held various positions in the Compliance Departments of Knight Capital Americas LLC, and Brown Brothers Harriman & Co.

Jared holds a bachelor’s degree from Syracuse University and an MBA from the NYU Stern School of Business.

Sharad Agrawal

Chief Technology Officer

Sharad Agrawal has been Chief Technology Officer at D. Boral Capital since May of 2023.

Prior to joining D. Boral Capital, Sharad worked in Private Equity in a technology leadership capacity, to improve infrastructure, cybersecurity, and technology operations. Sharad was also Chief Technology Officer at Redwood Capital Management, and prior to that, was Global Head of Information Technology at Eagle Investment Solutions, where he was responsible for all firmwide technology efforts globally. His duties included helping develop custom applications and strategy, while leading compliance, data, digital, engineering, and cloud initiatives.

Sharad will be pursuing an Executive Education-Chief Technology Officer program at University of Pennsylvania beginning Winter 2024.

Ben Reed

Head of Wealth Management

Ben has over a decade of experience in the retail markets, focusing on emerging growth, small, and middle market companies in biotechnology, healthcare, technology, and energy.

Throughout his career, he has helped raise capital for numerous IPOs, secondary offerings, PIPES, and SPACs. He currently holds his series 7, 24, 63, 65, and Insurance Licenses.

He graduated from Villanova University with a Bachelor of Arts degree in Economics and remains an avid Wildcats fan.