6-K
Robo.Ai Inc. (AIIO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2025
Commission File Number: 001-41559
NWTNINC.
(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 CONTAINEDIN THIS FORM 6-K REPORT
Appointment of Director
Upon the applicable approvals of the board of directors and shareholders of NWTN Inc., a Cayman Islands exempted company (the “Company”), Mr. Yehong Ji was appointed as an independent director and a member of the audit committee of the company, effective August 12, 2025.
Mr. Ji, age 60, is currently a Senior Advisor at the Investment Banking Division of Barclays Singapore. He was the Vice Chairman of Greater China Banking of Barclays from March 2021 to June 2025. Prior to that, Mr. Ji served as the Managing Director and Co-Head of China Business Development at ICBC International, Hong Kong from September 2017 to March 2021. From June 2016 to September 2017, he was the Co-President of China Science & Merchant Investment Management. He served as Managing Director of China Investment Banking at JP Morgan Securities, Hong Kong from May 2011 to June 2016. Prior to that, he also worked at various financial institutions, including Credit Suisse, Citigroup Global Markets, Morgan Stanley and NM Rothschild, Jardine Fleming Securities. His earlier career experience includes roles at Beijing Huayuan Group, China Ministry of Foreign Economic Relations and Trade and Hangzhou Automotive Engine Plant. Mr. Ji obtained a Bachelor’s Degree in Science in Applied Mechanics from Chongqing University and a Bachelor’s Degree of Economics in International Trade from the University of International Business and Economics in Beijing. Mr. Ji is qualified to serve as a director of the Company due to his extensive financial industry expertise and investment experience.
On July 16, 2025, the Company and Mr. Ji entered into a letter agreement (the “Agreement”), pursuant to which, Mr. Ji is entitled to receive 200,000 Class B ordinary shares of the Company per year as annual equity compensation, subject to the Company’s ability to grant such shares pursuant to applicable legal and regulatory requirements. In the event that the Company does not make such annual equity compensation on time, Mr. Ji is entitled to an equivalent amount in cash payment. The Company has agreed to reimburse Mr. Ji for reasonable and documented expenses in connection with his services to the Company. The Agreement contains customary confidentiality provisions.
The foregoing description of the terms of the Agreement is qualified in its entirety by reference to the provisions of the Agreement attached hereto as Exhibit 10.1 to this Form 6-K.
There are no family relationships between Mr. Ji and any director or executive officer of the Company. There are no transactions between the Company and Mr. Ji that are subject to disclosure under Item 404(a) of Regulation S-K.
On August 13, 2025, the Company issued a press release discussing the appointment of Yehong Ji as Independent Director, a copy of which is attached hereto as Exhibit 99.1 to this Form 6-K.
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Exhibit Index
| Exhibit No. | Description |
|---|---|
| 10.1+ | Letter Agreement, dated July 16, 2025, by and between NWTN Inc. and Yehong Ji. |
| 99.1 | Press Release, dated August 13, 2025. |
| + | Certain personally identifiable information has been omitted<br>from this exhibit pursuant to Item 601(a)(6) of Regulation S-K. |
| --- | --- |
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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 18, 2025 | NWTN INC. | |
|---|---|---|
| By: | /s/ Benjamin Bin Zhai | |
| Name: | Benjamin Bin Zhai | |
| Title: | Chief Executive Officer |
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Exhibit 10.1
Certain personallyidentifiable information has been omitted from this exhibit pursuant to item 601(a)(6) of Regulation S-K. [***] indicates that informationhas been redacted.
July 16, 2025
Yehong Ji
Address: [***]
Tel: [***]
Email: [***]
ID: [***]
Dear Mr. Yehong Ji,
Following our recent discussions, I am pleased to confirm my invitation to you to join the Board of Directors (the “Board”) of NWTN Inc. (the “Company”) as a Non-Executive Director. In addition to your acceptance and acknowledgment of this appointment letter, please complete and return the attached Directors’ and Officers’ Questionnaire (the “D&O Questionnaire”) in accordance with the accompanying instructions.
You agree to perform your responsibilities as a director in good faith and in accordance with applicable law, the organizational documents of the Company and other policies and procedures applicable to such services. The Company’s Board will appoint you as a Non-Executive Director effective as of August 12, 2025 (upon the approval of the Board/Shareholder Meeting) (the “Effective Date”).
Confidentiality
In your role as Non-Executive Director, you will have access to confidential information about the Company and its clients and you agree to apply the highest standards of confidentiality and, except in the proper performance of your services, not to use or disclose to any person confidential information during your appointment or thereafter. In addition, you agree to comply with those provisions of the Company’s Code of Ethics and other policies applicable to Non-Executive Directors.
Committees
In connection with your appointment, you and the Board have agreed that you will serve as a member of Aduti Committee and other committees of the Board as necessary and agreed by you and the Company.
Remuneration
In consideration of your services and in accordance with the Company’s compensation arrangements for Non-Executive Directors, you will be entitled to receive 200,000 shares of the Company’s common stock for every one year for serving on the Board (total of 600,000 for three years of continuous services on the Board), provided that the Company is legally permitted to make the filing of a F-1 or S-8 or shall execute relevant plan for the same as permitted by applicable legal and regulatory requirements and policies of the Company mutually agreed by you and the Company. In the event of Company failing to pay the agreed number of shares of the Company’s common stock ontime for whatever reasons, an equivalent cash payment will be made by the Company.
Expenses
The Company will reimburse you for reasonable and properly documented expenses incurred in performing your duties.
Term and Termination
Your term of service as a Non-Executive Director of the Company shall be valid or terminated in accordance with applicable laws or regulations, the relevant policies and procedures of the Company applicable to such services.
We look forward to your participation on the Board of NWTN.
Sincerely,
| /s/ Alan Nan Wu (Signature) |
|---|
| Alan Nan Wu |
| Chairman, NWTN Inc. |
| Date: July 16, 2025 |
| ACCEPTED AND ACKNOWLEDGED BY: |
| /s/ Yehong Ji (Signature) |
| Director |
| Date: July 16, 2025 |
Exhibit 99.1
NWTN Appoints Veteran Investment Banker Yehong Ji as IndependentDirector Following Shareholder Approval
Strengthens Board Expertise in Global Capital Markets and DigitalTransformation
Dubai, UAE – August 13, 2025 – NWTN Group (Nasdaq: NWTN) today announced the formal appointment of Mr. Yehong Ji, former Vice Chairman of Greater China Banking at Barclays, as Independent Director. This appointment was ratified by shareholders during NWTN’s Extraordinary General Meeting held on August 12, 2025, and will significantly enhance the Board’s governance capabilities while supporting the company’s strategic transformation initiatives.
Mr. Ji brings over thirty years of international investment banking and financial expertise to NWTN, having led numerous landmark transactions including overseas IPOs, CBs, bonds and M&A for major Chinese enterprises. His recent experience in guiding traditional technology companies through blockchain and digital currency transformations positions him to provide critical support for NWTN’s continued governance enhancement, international capital operations, and future blockchain and digital asset initiatives.
NWTN Executive Director and Chief Executive Officer, Mr. BenjaminZhai, stated: “We are honored to welcome Mr. Ji to our Board of Directors. His appointment elevates NWTN Board’s diversity and professional depth. With his extensive background in global capital operations, technological innovation, and ESG implementation, Mr. Ji will provide practical support for strategic decision-making, risk management, and worldwide resource integration. This will strengthen NWTN’s long-term competitiveness in smart technologies and sustainable development while driving enhanced value for both shareholders and stakeholders.”
About Mr. Yehong Ji
Mr. Ji currently serves as Senior Advisor in Barclays’ Singapore Investment Banking Division. His distinguished career includes serving as Vice Chairman for Greater China Banking at Barclays, Managing Director and Co-Head of China Business Development at ICBC International, Managing Director at J.P. Morgan Securities, and Managing Director positions at Credit Suisse and Citigroup. Earlier career experience includes roles at Morgan Stanley Institutional Equities and NM Rothschild. Mr. Ji holds bachelor’s degrees in International Trade from the University of International Business and Economics and Applied Mechanics from Chongqing University.
About NWTN Inc.
NWTN (Nasdaq: NWTN), a UAE-headquartered global smart technology company, focuses on smart mobility, advanced manufacturing, and blockchain solutions. The company is transitioning to the corporate name Robo.ai Inc.
| * | This press release contains forward-looking statements under the U.S. Private Securities Litigation<br> Reform Act of 1995. Actual results may differ materially from expectations. Refer to NWTN’s SEC filings for details.* |
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Investor Relations Contact
NWTN IR Team
Email: [email protected]