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 January 2025
Commission File Number: 001-41559
NWTNINC.****(Translation of registrant’s name into English)
c/o Alan Nan Wu
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
Joint Venture Agreement
On January 14, 2025, NWTN Inc., a Cayman Islands exempted company (the “Company” or “NWTN”), entered into a Joint Venture Agreement (the “Agreement”) with W Motors Automotive Group Holding Limited (“W Motors”) to establish a joint venture company (the “JV Company”) to engage in the businesses of automobile modification and customizations, vehicle distribution, sale of after-sales auto parts and provision of car services.
The Agreement outlines the structure and operations of the new JV Company. Pursuant to the Agreement, NWTN will hold a majority stake of 51% in the JV Company, while W Motors will hold the remaining 49%. As part of their contributions, NWTN will provide intellectual property valued at $100 million, including patents, software, and related technologies. W Motors, on the other hand, will contribute its existing police vehicle and modification business, encompassing market channels, contracts, and equipment, valued at $100 million.
Pursuant to the Agreement, the JV Company will have a Board of Directors appointed by both parties, with NWTN appointing the Chairperson and a total of 3 directors (including the Chairperson) and W Motors appointing a total of 2 directors. W Motors will appoint the General Manager of the JV Company, while NWTN and W Motors will jointly nominate the Chief Financial Officer. Financial management of the JV Company will be conducted independently, adhering to applicable accounting standards. Profits will be distributed in proportion to shareholding after deducting taxes and statutory reserves. Both parties will receive quarterly financial reports to ensure transparency and proper oversight.
The foregoing summary of the Agreement is not complete and is subject to, and qualified in its entirety by, the provisions of the Agreement, which are filed as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.
On January 14, 2025, the Company issued a press release announcing the entry of the Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.
EXHIBIT INDEX
| Number | Description of Exhibit |
|---|---|
| 10.1 | Joint<br> Venture Agreement, dated January 14, 2025, by and between NWTN Inc. and W Motors Automotive Group Holding Limited |
| 99.1 | Press Release, dated January 14, 2025 |
1
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: January 14, 2025 | NWTN INC. | |
|---|---|---|
| By: | /s/ Alan Nan Wu | |
| Name: | Alan Nan Wu | |
| Title: | Chief Executive Officer, Executive<br><br>Director and Chairman |
2
Exhibit 10.1
| NWTN | CONFIDENTIAL |
|---|
Joint Venture Agreement
This Joint Venture Agreement (the ‘Agreement’) is entered into as of [Insert Date], by and between:
NWTN INC. (‘NWTN’), a company duly incorporated and existing under the laws of [Jurisdiction], with its registered address at [Address]; and
W Motors Automotive Group Holding Limited (‘W Motors’), a company duly incorporated and existing under the laws of the Dubai International Financial Centre, Dubai, UAE, with its registered address at Unit GV-00-06-PO-OF-02, Level POD, Gate Village Building 6, Dubai International Financial Centre, P.O. Box 414487, Dubai, UAE.
Each hereinafter referred to as a ‘Party’ and collectively referred to as the ‘Parties’.
WHEREAS, The Parties desire to jointly invest in establishing a joint venture company (the ‘JV Company’) to engage in the business of:
| a) | automobile modification and rebadging; |
|---|---|
| b) | modification of vehicles into police vehicles; |
| --- | --- |
| c) | customizations for high-end car brands; |
| --- | --- |
| d) | establishing operations for the importing and/or trading of vehicles in the UAE; and |
| --- | --- |
| e) | providing vehicle after sales parts and services. |
| --- | --- |
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:
| 1. | Establishment of the Joint Venture Company |
|---|---|
| 1.1. | Name: The name of the JV Company shall be agreed by both<br>Parties prior to the establishment and registration of the JV Company and the registered address shall be [Address]. |
| --- | --- |
| NWTN | CONFIDENTIAL |
| --- | --- | | 1.2. | Nature: The JV Company shall be a limited liability company<br>duly incorporated under the laws of the United Arab Emirates, with an independent legal personality. | | --- | --- |
| 2. | Business Scope |
|---|---|
| 2.1. | The JV Company shall engage in the following primary activities: |
| --- | --- |
| 2.1.1. | Customization and modification of automobiles from third-party<br>brands; |
| --- | --- |
| 2.1.2. | Rebranding of third-party vehicles for the distribution under<br>the JV Company’s brand; |
| --- | --- |
| 2.1.3. | Modification of third-party vehicles into police vehicles<br>and other special-purpose vehicles; |
| --- | --- |
| 2.1.4. | Design and customization of high-end vehicle interiors and<br>exteriors; |
| --- | --- |
| 2.1.5. | Establishing vehicle trading activities either directly as<br>a distributor or as an importer appointing third-party distributors; |
| --- | --- |
| 2.1.6. | Supply of related parts and technical services as part of after sales services. |
| --- | --- |
| 2.2. | The JV Company may establish other services from time to time and may establish branches or subsidiaries in other countries, as agreed<br>between the Parties on a case-by-case basis. |
| --- | --- |
| 3. | Capital Contribution and Equity Structure |
| --- | --- |
| 3.1. | Equity Distribution: The shareholding structure of the JV Company will be as follows: |
| --- | --- |
| 3.1.1. | NWTN shall own 51% of the JV Company’s equity; |
| --- | --- |
| 3.1.2. | W Motors shall own 49% of the JV Company’s equity. |
| --- | --- |
| 3.2. | Share Capital: The paid-up capital of the JV Company shall be [AED 10,000] and the Parties shall contribute as follows: |
| --- | --- |
| 3.2.1. | NWTN: [AED 5,100] (51%) |
| --- | --- |
| 3.2.2. | W Motors: [AED 4,900] (49%) |
| --- | --- |
| 3.3. | In-Kind Contribution: |
| --- | --- |
| 2.2.1 | NWTN shall contribute intellectual property (IP) valued at<br>$100 million, including patents, software, and related technologies. |
| --- | --- |
| 2.2.2 | W Motors shall contribute its existing police vehicle and<br>modification business, including market channels, contracts, and equipment, valued at $100 million. |
| --- | --- |
2
| NWTN | CONFIDENTIAL |
| --- | --- | | 2.3 | Asset Valuation and Audit: | | --- | --- | | 2.3.1 | Independent third-party appraisers shall evaluate contributions. | | --- | --- | | 2.3.2 | Post-contribution, independent auditors shall issue a verification<br>report within [Timeframe]. | | --- | --- |
| 4. | Governance Structure |
|---|---|
| 4.1. | Board of Directors: The JV Company shall have a Board of Directors composed 5 members, with 3 members appointed by NWTN and 2 members<br>appointed by W Motors. |
| --- | --- |
| 4.2. | The Chairperson shall be appointed by NWTN. |
| --- | --- |
| 4.3. | Management Team: A competent Management Team shall be appointed for the JV Company with: |
| --- | --- |
| 4.3.1. | The General Manager shall be appointed by W Motors and shall report to the Board of Directors; |
| --- | --- |
| 4.3.2. | The Chief Financial Officer shall be nominated by NWTN & W Motors; and |
| --- | --- |
| 4.3.3. | Other Management Team members shall be appointed as and when required by joint consensus between the Parties, and where applicable<br>the Parties may agree to use their internal management resources to support the JV Company’s management requirements. |
| --- | --- |
| 5. | Financial Management and Profit Distribution |
|---|---|
| 5.1. | The JV Company shall maintain independent accounts and adhere to applicable accounting standards within its established jurisdiction. |
| --- | --- |
| 5.2. | Profits, after deducting taxes and statutory reserves, shall be distributed in proportion to each Parties’ respective shareholding<br>percentages. |
| --- | --- |
| 5.3. | Quarterly financial reports shall be provided to both Parties, and annual financial reports shall be audited by a competent auditor<br>appointed by the Board of Directors. |
| --- | --- |
3
| NWTN | CONFIDENTIAL |
| --- | --- |
| 6. | Intellectual Property |
|---|---|
| 6.1. | Any intellectual property generated by the JV Company shall belong to the JV Company. |
| --- | --- |
| 6.2. | Where a Party is providing intellectual property that is out of the scope of Clause 3 above, the Party providing the intellectual<br>property shall retain ownership of such intellectual property rights. |
| --- | --- |
| 7. | Confidentiality |
|---|---|
| 7.1. | Each Party undertakes that during or after the duration of this Agreement it shall maintain confidentiality regarding this Agreement<br>and related information and shall ensure its officers, employees, agents and professional and other advisers adhere to this confidentiality<br>requirement. |
| --- | --- |
| 7.2. | The obligation of confidentiality under Clause 7.1 shall not apply to: |
| --- | --- |
| 7.2.1. | the disclosure of information to the extent required to be disclosed by law, any financial regulation or any binding judgment, order<br>or requirement of any court or other competent authority; |
| --- | --- |
| 7.2.2. | information which is independently developed by the relevant Party or acquired from a third-party to the extent that it is acquired<br>with the right to disclose the same; |
| --- | --- |
| 7.2.3. | the disclosure of information to any tax authority to the extent reasonably required for the purposes of the tax affairs of the Party<br>concerned or any member of its group; |
| --- | --- |
| 7.2.4. | the disclosure in confidence to a Party’s professional advisers of information reasonably required to be disclosed for a purpose<br>reasonably incidental to this Agreement, to the extent any said party is previously bound to the same confidentiality obligations as set<br>forth herein; |
| --- | --- |
| 7.2.5. | information which becomes available within the public domain; or |
| --- | --- |
| 7.2.6. | any disclosure mutually agreed between the Parties. |
| --- | --- |
| 7.3. | The confidentiality requirement under this Agreement shall survive termination of this Agreement. |
| --- | --- |
| 8. | Default and Remedies |
|---|---|
| 6.1 | A Party shall be deemed in default if it fails to fulfill<br>its obligations under this Agreement. |
| --- | --- |
| 6.2 | The defaulting Party shall compensate the non-defaulting Party<br>for any losses incurred due to such default. |
| --- | --- |
4
| NWTN | CONFIDENTIAL |
| --- | --- |
| 9. | Term and Termination |
|---|---|
| 9.1. | This Agreement shall come into effect upon execution by both<br>Parties and shall remain in effect unless terminated by mutual consent or in accordance with this section. |
| --- | --- |
| 9.2. | Either Party may terminate this Agreement upon the occurrence<br>of a material breach by the other Party, provided written notice is given and the breach is not cured with 30 days of providing the notice. |
| --- | --- |
| 9.3. | This Agreement will automatically terminate upon the dissolution<br>or bankruptcy of the JV Company. |
| --- | --- |
| 9.4. | Upon termination, the Parties shall wind up the affairs of the JV Company and distribute its assets in accordance with their respective<br>shareholding percentages. |
| --- | --- |
| 10. | Dispute Resolution |
|---|---|
| 10.1. | Any dispute, controversies or differences arising out of or in connection with this Agreement shall be resolved amicably through good<br>faith negotiations between the Parties. |
| --- | --- |
| 10.2. | If the Parties cannot resolve the dispute within 30 days, the dispute shall be referred to arbitration under the rules of the Dubai<br>International Arbitration Centre (DIAC). The arbitration shall be conducted in English in Dubai. |
| --- | --- |
| 11. | Governing Law |
|---|---|
| 11.1. | This Agreement and any obligations arising out of or in connection with it shall be governed by and construed in accordance with the<br>laws of the United Arab Emirates |
| --- | --- |
| 12. | Miscellaneous |
|---|---|
| 12.1. | This Agreement is made in duplicate, with each Party holding one original copy. |
| --- | --- |
| 12.2. | Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the JV Company and supersedes<br>all prior agreements or understandings. |
| --- | --- |
| 12.3. | Amendments: This Agreement may only by amended in writing and signed by both Parties. |
| --- | --- |
| 12.4. | Notices: All notices under this Agreement shall be in writing and delivered to the Parties at their respective addresses set forth<br>above. |
| --- | --- |
5
| NWTN | CONFIDENTIAL |
| --- | --- |
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
| NWTN INC. | |
|---|---|
| By: | /s/ Alan Nan Wu |
| Title: | CEO |
| Date: | January 14, 2025 |
W Motors Automotive Group Holding Limited [corporate seal affixed]
| By: | /s/ Ralf Debbas |
|---|---|
| Title: | CEO |
| Date: | January 14, 2025 |
6
Exhibit 99.1
NWTN and W Motors Announce Strategic Joint Ventureto Redefine the Future of Automotive Innovation
Dubai, UAE, Jan. 14, 2025 (GLOBE NEWSWIRE) -- NWTN Inc, a pioneer in sustainable energy and mobility (“NWTN”), and W Motors Automotive Group Holding Limited, a homegrown brand and a mobility solutions provider in UAE (“W Motors”), are proud to announce a strategic joint venture aimed at expanding their automotive business throughout diverse mobility projects. This partnership will combine NWTN’s network and access with W Motors’ design and technology excellence to create an unparalleled portfolio of sustainable and solutions-focused vehicles for different sectors and regions.
Under the terms of the joint venture, NWTN and W Motors will collaborate on research and development, manufacturing, and market expansion strategies, with a focus on mid luxury vehicles, security and enforcement vehicles as well as sustainable mobility solutions with an aim to localize manufacturing and assembly by leveraging W Motors’s existing capabilities and infrastructure in the UAE.
About NWTN Inc.
NWTN is a leading innovator in green mobility, offering intelligent electric vehicles and sustainable transportation solutions. Headquartered in Dubai, NWTN is committed to driving the transition toward eco-friendly mobility through groundbreaking technology and energy-efficient systems.
For further information, please visit: https://www.nwtnmotors.com.
About W Motors
W Motors is a fully-integrated mobility solutions provider in the Middle East offering products and services that include design, engineering, R&D, prototyping, production and contract manufacturing across its four divisions of high-performance and luxury vehicles, security & defence, electric commercial vehicles and special projects, which caters to mobility requirements of its global clients. W Motors is a luxury automotive manufacturer based in Dubai, known for its iconic hypercars, combining cutting-edge technology with bold design to deliver vehicles that redefine automotive performance and aesthetics.
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,” “expect,” “intend,” “anticipate,” believe,” “estimate” and “continue” or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. These forward-looking statements include, but are not limited to, the prospectus of the joint venture between NWTN and W Motors.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release. Further information regarding these and other risks is included in the Company’s filings with the Securities and Exchange Commission at www.sec.gov. Forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time, and it is not possible for NWTN to predict those events or how they may affect NWTN. If a change to the events and circumstances reflected in NWTN’s forward-looking statements occurs, NWTN’s business, financial condition and operating results may vary materially from those expressed in NWTN’s forward-looking statements.
Readers are cautioned not to put undue reliance on forward-looking statements, and NWTN assumes no obligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.
CONTACT
Investor Relationships
Email: [email protected]