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

Rhea-AI Filing Summary

NWTN Inc. (6-K filed 8 Aug 2025) entered an Asset Contribution & Share Issuance Agreement with UAE-based JW Group. JW will grant NWTN exclusive four-year usage of its 563,000-sq-ft CKD automotive factory in Lahore’s China-Pakistan SEZ, rated for 50,000 vehicles per year, plus access to JW’s nationwide sales, distribution and after-sales network in Pakistan.

In exchange, NWTN will issue 10 million restricted Class B shares at US$1.41 each (≈US$14.1 million). Shares carry a four-year lock-up, releasing 25 % annually. JW commits to facilitate the sale of at least 50,000 NWTN vehicles over the same four-year term.

Closing is expected within 15 business days after satisfaction of conditions precedent: executed factory-access and sales-network agreements, proof of unencumbered title and NWTN board approval of share issuance. Either party may terminate by 6 Nov 2025 if closing has not occurred, among other customary termination rights. Representations, cost allocation, confidentiality and governing-law provisions survive any termination.

Positive

• Immediate access to a 50,000-unit Pakistani assembly plant without cash deployment
• Nationwide sales network and after-sales support included, enhancing market penetration
• Equity consideration carries a four-year lock-up, reducing short-term selling pressure

Negative

• 10 million new shares create equity dilution
• Transaction subject to multiple closing conditions and termination rights, introducing execution risk

Insights

M&A Specialist

TL;DR – Share-for-asset swap secures turnkey Pakistan capacity; low cash outlay but adds dilution risk.

The deal immediately furnishes NWTN with 50 k-unit annual production capacity and a ready sales network in an emerging, tariff-protected market—an attractive strategic foothold that would be costly to build organically. Consideration is equity-based (≈3 % of outstanding if fully diluted), preserving cash for working capital, while the four-year lock-up aligns JW’s incentives and limits near-term selling pressure. Termination triggers and due-diligence outs safeguard NWTN from hidden liabilities. Overall, accretive from an operational standpoint, provided the facility is modern and demand materialises.

Equity Analyst

TL;DR – Strategic positive, yet execution and dilution warrant monitoring.

The US$14 m share issuance buys a hard asset and distribution pipeline, a reasonable price if production ramps. JW’s pledge to move 50 k units offers volume visibility but is non-binding on pricing or margins. Dilution is modest but not negligible; investors should weigh it against potential revenue uplift. Closing risk exists—especially around clean title and regulatory approvals—yet the 90-day outside date limits open-ended uncertainty. I tag the filing as impactful-positive, with catalysts tied to closing and subsequent production guidance.

Form 6-K: How Foreign Companies Report to the SEC →

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.
(Translation of registrant’s name into English)

Office 114-117, Floor 1,

Building A1,

Dubai Digital Park, Dubai Silicon Oasis,

Dubai, UAE
(Address of principal executive office)

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 ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Entry Into a Material Definitive Agreement

On August 8, 2025, NWTN Inc., a Cayman Islands exempted company (“NWTN” or the “Company”), entered into an Asset Contribution & Share Issuance Agreement (the “Agreement”) with JW International LLC-FZ, a limited liability company organized under United Arab Emirates law that owns and operates a complete knock-down (CKD) automotive assembly facility (the “Factory”) in Pakistan (“JW,” together with its parent company, JW Corporation, the “JW Group”). Pursuant to the Agreement, JW will contribute to NWTN exclusive four-year usage rights to the Factory located in the JW-SEZ China-Pakistan Special Economic Zone in Lahore, Pakistan, together with access to JW Group’s nationwide sales and distribution network in Pakistan (collectively, the “Contributed Assets”). In exchange, NWTN will issue 10,000,000 restricted Class B ordinary shares (the “Consideration Shares”) to JW at a fixed price of US$1.41 per share.

The Contributed Assets include exclusive operational rights to a 563,000-square-foot manufacturing Factory with an annual production capacity of 50,000 vehicles, as well as access to JW’s established dealerships, distribution channels, and after-sales infrastructure throughout Pakistan. The Consideration Shares to be issued to JW will be subject to a four-year lock-up period, with 25% of the shares becoming transferable at the end of each anniversary year following the closing of the transaction as contemplated by the Agreement (the “Transaction”). Additionally, JW has committed to facilitating the sale of no less than 50,000 NWTN passenger and commercial vehicles over the four years after the closing of the Transaction by allowing NWTN access to its local sales networks.

The closing of the Transaction is contingent upon the satisfaction of certain conditions precedent, including JW’s delivery of executed factory access agreements and sales network cooperation agreements, which will be assigned to NWTN, and proof of unencumbered title to the Contributed Assets, as well as NWTN’s receipt of board approval for the issuance of the Consideration Shares. Closing is expected to occur within 15 business days after satisfaction of these conditions.

The Agreement may be terminated by November 6, 2025, (i) by mutual written consent, (ii) by either party if the Transaction closing has not occurred within 90 days of the effective date, i.e. November 6, 2025, (iii) by NWTN if, prior to closing, due diligence reveals material adverse findings not resolved within 30 days, or (iv) by written notice if any condition precedent remains unfulfilled by November 6, 2025. In addition, a material breach of certain key provisions confers a termination right if not cured within 60 days after notice. Certain provisions, including those relating to representations, costs, confidentiality, and governing law, will survive termination.

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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.

Date: August 8, 2025	NWTN INC.
	By:	/s/ Benjamin Bin Zhai
	Name:	Benjamin Bin Zhai
	Title:	Chief Executive Officer

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FAQ

Why is NWTN (NWTNW) issuing 10 million shares?

The shares are consideration for four-year exclusive usage rights to JW Group’s Pakistani assembly plant and sales network.

What is the value of the shares NWTN will issue?

Shares are priced at US$1.41 each, totaling approximately US$14.1 million.

How much production capacity does the Lahore factory provide?

The CKD facility offers capacity for 50,000 vehicles per year across passenger and commercial segments.

When is the transaction expected to close?

Within 15 business days after all conditions precedent are met, but no later than 6 Nov 2025.

Does JW Group have sales targets under the agreement?

Yes. JW committed to facilitate sales of at least 50,000 NWTN vehicles over four years.