[6-K] NWTN Inc. Warrant Current Report (Foreign Issuer)

Rhea-AI Filing Summary

NWTN Inc. held an Extraordinary General Meeting on August 12, 2025 with a record date of July 16, 2025 when 292,199,693 ordinary shares were outstanding (36,350,011 Class A and 255,849,682 Class B). Class A shares carry 25 votes each and Class B carry 1 vote, meaning 1,164,599,957 votes were capable of being cast.

Shareholders approved a set of governance actions: the company will change its name to Robo.ai Inc., appointed Yehong Ji as an independent director, adopted a Third Amended and Restated Memorandum and Articles of Association (the M&AA Amendment) to reflect the name change, and authorized officers to take steps to implement these actions. Vote tallies show overwhelming support, with each resolution receiving about 911.37 million votes in favor and only small numbers against or abstaining. The amended governing documents were filed as Exhibit 3.1.

Positive

• Shareholder approval for the name change to Robo.ai Inc., aligning corporate identity with new branding
• Appointment of Yehong Ji as an independent director, which may modestly strengthen board independence
• Adoption of Third Amended and Restated M&AA to reflect the name change with the amended document filed as Exhibit 3.1
• Strong shareholder support reflected by approximately 911.37 million votes in favor on each resolution

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine corporate housekeeping: rebranding, governance document restatement, and an independent director appointment, all approved by large shareholder majorities.

The Extraordinary General Meeting delivers standard corporate governance actions that align the company’s legal framework with its new brand. The adoption of the Third Amended and Restated Memorandum and Articles of Association formalizes the name change to Robo.ai Inc. and clarifies corporate authority by empowering officers to implement the resolutions. The appointment of an independent director slightly strengthens governance oversight. Voting results show strong shareholder endorsement, indicating limited shareholder opposition to these changes.

Financial Analyst

TL;DR: No immediate financial impact visible; changes are organizational and legal, not transactional or capital-structure altering.

From a financial-materiality perspective, the meeting outcomes are administrative. There are no announced financings, asset transfers, or executive departures tied to these resolutions. The name change and M&AA restatement are important for corporate identity and legal consistency but do not, by themselves, affect earnings, cash flow, or balance sheet metrics disclosed in this report. The clear vote margins reduce near-term governance risk of contested implementation.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2025

Commission File Number: 001-41559

NWTN Inc.

Office 114-117, Floor 1,

Building A1,

Dubai Digital Park, Dubai Silicon Oasis,

Dubai, UAE

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒     Form 40-F ☐

Extraordinary General Meeting of Shareholders

NWTN Inc. (the “Company”) held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) on August 12, 2025 at 3 p.m., Dubai local time. The record date for the Extraordinary General Meeting was July 16, 2025. As of the record date, the Company had 292,199,693 ordinary shares issued and outstanding, including 36,350,011 Class A ordinary shares and 255,849,682 Class B ordinary shares, entitled to vote at the Extraordinary General Meeting. Each holder of Class A ordinary shares is entitled to twenty-five (25) votes per share and each holder of Class B ordinary shares is entitled to one (1) vote per share. Accordingly, a total of 1,164,599,957 votes were capable of being cast at the Extraordinary General Meeting.

At the Extraordinary General Meeting, the shareholders of the Company adopted the following resolutions: (1) a special resolution to change the Company’s name from “NWTN Inc.” to “Robo.ai Inc.”, (2) an ordinary resolution to appoint Yehong Ji as a new independent director of the Company, (3) a special resolution to amend and restate the currently effective Second Amended and Restated Memorandum and Articles of Association of the Company (the “M&AA Amendment”) by the deletion in their entirety and by the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association to reflect the change of the Company’s name, (4) a special resolution to authorize any one director or executive officer of the Company to take any and every action that might be necessary, appropriate or desirable to give effect to the foregoing resolutions as such director or executive officer, in his/her absolute discretion, thinks fit, including but not limited to, attendance on any filing or registration procedures for and on behalf of the Company in the Cayman Islands, and (5) an ordinary resolution to direct and approve the chairman of the Extraordinary General Meeting to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if it is determined by the Board that there are no sufficient votes to approve the above proposals and more time is necessary or appropriate to approve one or more proposals at the Extraordinary General Meeting.

The results of the votes at the Extraordinary General Meeting for the resolutions were as follows:

Resolution*		For				Against				Abstain
1			911,378,720				18,036				154
2			911,378,378				18,069				463
3			911,377,024				18,027				1,859
4			911,376,441				20,219				250
5			911,373,153				23,532				225

* The numbers in this column correspond to those in the second paragraph of this report.

M&AA Amendment

The M&AA Amendment and the adoption of the Third Amended and Restated Memorandum and Articles of Association of the Company became effective on August 12, 2025, following the shareholders’ approval by special resolution at the Extraordinary General Meeting. A copy of the Third Amended and Restated Memorandum and Articles of Association of the Company is filed herewith as Exhibit 3.1 and is incorporated herein by reference.

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EXHIBIT INDEX

Exhibit Number		Description
3.1		Third Amended and Restated Memorandum and Articles of Association
99.1		Press Release – NWTN Inc. Announces Results of Its Extraordinary General Meeting of Shareholders on August 12, 2025

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NWTN Inc.
Date: August 13, 2025	By:	/s/ Benjamin Bin Zhai
	Name:	Benjamin Bin Zhai
	Title:	Chief Executive Officer

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FAQ

What did NWTN Inc. (NWTNW) shareholders approve at the Extraordinary General Meeting?

Shareholders approved a name change to Robo.ai Inc., the appointment of Yehong Ji as an independent director, adoption of a Third Amended and Restated Memorandum and Articles of Association, and authorized officers to implement the resolutions.

How many shares and votes were represented for the NWTN Inc. meeting?

As of the record date there were 292,199,693 ordinary shares outstanding (36,350,011 Class A and 255,849,682 Class B), with 1,164,599,957 votes capable of being cast.

What were the voting results for the approved resolutions?

Each resolution received overwhelming support, with approximately 911.37 million votes in favor and only small numbers against or abstaining (against votes ranged in the low tens of thousands).

When did the M&A Amendment become effective and is the document filed?

The Third Amended and Restated Memorandum and Articles of Association became effective upon shareholder approval at the meeting and is filed as Exhibit 3.1 to the report.

Did the meeting authorize actions to implement the approved changes?

Yes. Shareholders approved a resolution authorizing any one director or executive officer to take any actions necessary to give effect to the approved resolutions, including filings in the Cayman Islands.