6-K

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

SECURITIES EXCHANGE ACT OF 1934

For the month of May 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 ☐

Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard; Transfer of Listing.

As previously disclosed, on January 16, 2025, NWTN Inc., a Cayman Islands exempted company (the “Company”), attended a hearing before the Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) to seek an extension of time to regain compliance with the listing requirements set forth in Nasdaq Listing Rules 5250(c)(1), 5250(c)(2), and 5605(c)(2) (the “January 2025 Panel Hearing”). On February 24, 2025, the Panel issued its decision on the Company’s appeal, granting the Company’s request for continued listing until May 12, 2025 while the Company seeks to regain compliance with the aforementioned deficiencies, subject to the Company meeting certain compliance milestones.

The Company filed its Annual Report for the fiscal year ended December 31, 2023 on April 28, 2025 and its interim report for the six months ended June 30, 2024 on May 12, 2025.

On May 19, 2025, the Company received a letter from the Panel informing the Company that it had regained compliance with the requirements set forth in Nasdaq Listing Rules 5250(c)(1) (the “Periodic Filing Rule”), 5250(c)(2), and 5605(c)(2), and in application of Nasdaq Listing Rule 5815(d)(4)(B), the Company will be subject to a mandatory Panel monitoring period of one year from May 19, 2025 (the “Mandatory Panel Monitor”). If, within that one-year monitoring period, the Staff finds the Company again out of compliance with the Periodic Filing Rule, the Staff will issue a delisting determination and notice and the Company will not be permitted to provide the Staff with a plan of compliance, nor will the Staff will be permitted to grant additional time for the Company to regain compliance with respect to that deficiency, nor will the Company be afforded an applicable cure or compliance period pursuant to Nasdaq Listing Rule 5810(c)(3).

On May 21, 2025, the Company received a delisting determination letter, informing the Company that in accordance with the Mandatory Panel Monitor, as a result of the Company’s failure to file its Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) with the SEC and comply with the Periodic Filing Rule, the Company’s securities will be delisted from Nasdaq (the “2025 Delisting Determination”). Unless the Company requests an appeal of the delisting determination by May 28, 2025, trading of the Company’s ordinary shares and warrants will be suspended at the opening of business on May 30, 2025 and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq.

On May 28, 2025 the Company requested a hearing to appeal the 2025 Delisting Determination and an extended stay of the trading suspension until a Hearings Panel has rendered a decision on such appeal. The Company is working diligently to file the 2024 Annual Report as soon as practicable, however there can be no assurance that the Company will be able to regain compliance with the Periodic Filing Rule or will otherwise maintain compliance with other Nasdaq listing criteria. There can be no assurance that the Hearings Panel will grant the Company’s request for continued listing or stay the suspension of the Company’s securities.

On May 28, 2025, the Company issued a press release announcing its receipt of the 2025 Delisting Determination. A copy of this press release is attached hereto as Exhibit 99.1.

EXHIBIT INDEX

1

SIGNATURE

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

Dated: May 28, 2025

2

Exhibit99.1

NWTN Receives Nasdaq StaffDelisting Determination for Non-Compliance with Listing Rule 5250(c)(1)

DUBAI, United Arab Emirates, May 28, 2025 (GLOBE NEWSWIRE) -- NWTN Inc. (Nasdaq: NWTN), a Dubai-headquartered Intelligent New Energy Vehicles (NEV) and smart technology company (“NWTN” or the “Company”), today announced that it received a determination notice from the staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that as a result of the Company’s failure to file its Annual Report on Form 20-F for the fiscal year ended December 31, 2024 (the “2024 Annual Report”) with the Securities and Exchange Commission (the “SEC”) and comply with Nasdaq Listing Rule 5250(c)(1), the Company’s securities will be delisted from Nasdaq in accordance with Nasdaq Listing Rule 5814(d)(4)(B) (the “Delisting Determination”). Unless the Company requests an appeal of the delist determination by May 28, 2025, trading of the Company’s ordinary shares and warrants will be suspended at the opening of business on May 30, 2025 and a Form 25-NSE will be filed with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq.

The Delisting Determination does not result in the immediate suspension of trading or delisting of the Company’s securities, and the Company has requested (i) a hearing to appeal the Delisting Determination and (ii) an extended stay of the trading suspension until a Nasdaq Hearings Panel has rendered a decision on the appeal. There can be no assurance that the Nasdaq Hearings Panel will grant the Company’s request for continued listing or stay the suspension of the Company’s securities.

The Company recognizes that trust is earned through transparency and adherence to robust standards, and that its shareholders deserve consistent and transparent financial disclosures. The Company is committed to implementing an enhanced governance framework that delivers timely and accurate reporting. The Company filed its Annual Report for the fiscal year ended December 31, 2023 on April 28, 2025 and its interim report for the six months ended June 30, 2024 on May 12, 2025, and it is working diligently to file the 2024 Annual Report as soon as practicable. However, there can be no assurance that the Company will be able to regain compliance with this requirement or will otherwise maintain compliance with other Nasdaq listing criteria.

ABOUT NWTN

NWTN is a global innovator in smart EVs, green energy solutions, and autonomous driving technologies, headquartered in Dubai, UAE. For further information, please visit: https://www.nwtnmotors.com.

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, NWTN’s expectations as to the filing of the 2024 Annual Report, compliance with the Nasdaq Listing Rules and NWTN’s ability to regain compliance.

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, including but not limited to risks that (i) the requests for a Hearings Panel hearing and an extended stay of the suspension may not be granted, (ii) even if a Panel hearing is granted, the Hearings Panel may agree with the Delisting Determination and NWTN’s securities may be removed from listing and registration on Nasdaq, (iii) NWTN may not be able to maintain compliance with any other applicable listing requirements, and face delisting, and (iv) the other risk factors contained in NWTN’s filings with the SEC, which are available for review 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]