Robo.Ai Inc 6-K, filed Aug 14, 2023
Robo.Ai Inc. (AIIO)
About this 6-K
Robo.Ai Inc filed this 6-K on August 14, 2023.
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 August 2023
Commission File Number: 001-41559
NWTN Inc.
(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 CONTAINED IN THIS FORM 6-K REPORT
This report of foreign private issuer on Form 6-K is being filed to disclose the home country rule exemption of NWTN Inc., a Cayman Islands exempted company (“we”, “our”, “us” or the “Company”), that it intends to disclose in its amended annual report on Form 20-F/A for the fiscal year ended December 31, 2022.
As a company incorporated in the Cayman Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a foreign private issuer may follow its home country practice in lieu of the requirements of the Nasdaq Listing Rules 5600 Series, 5250(b)(3) and 5250(d), we elected to be exempt from the requirements as follows:
| (i) | Nasdaq Listing Rule 5620 which provides that (a) (with certain exceptions not relevant to the conclusions expressed herein) each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end; (b) each Company that is not a limited partnership shall solicit proxies and provide proxy statements for all meetings of Shareholders and shall provide copies of such proxy solicitation to Nasdaq; and (c) quorum requirements for the shareholders’ meeting; |
| (ii) | Nasdaq Listing Rule 5635 which sets forth (A) the circumstances under which shareholder approval is required prior to an issuance of securities in connection with: (a) the acquisition of the stock or assets of another company, (b) equity-based compensation of officers, directors, employees or consultants, (c) a change of control, and (d) transactions other than public offerings; (B) general provisions relating to shareholder approval; and (C) the financial viability exception to the shareholder approval requirement; and |
| (iii) | Nasdaq Listing Rule 5250(b)(3) which sets forth the requirement to disclose third party director and nominee compensation; and |
| (iv) | Nasdaq Listing Rule 5250(d) which sets forth the requirement to distribute annual and interim reports. |
Harney Westwood & Riegels, our Cayman Islands counsel, has provided a letter to the Nasdaq Stock Market certifying that under Cayman Islands law, we are not required to comply with above-mentioned requirements.
Except for the foregoing, there is no significant difference between our corporate governance practices and what the Nasdaq requires of domestic U.S. companies.
1
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Home Country Exemption Letter |
2
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: August 14, 2023
| NWTN Inc. | ||
| By: | /s/ Alan Nan Wu | |
| Name: | Alan Nan Wu | |
| Title: | Chief Executive Officer, Executive Director and Chairman | |
3
Exhibit 99.1
 |
Harney Westwood & Riegels 3501 The Center 99 Queen’s Road Central Hong Kong Tel: +852 5806 7800 Fax: +852 5806 7810 |
| 8 August 2023 | 060328.0002 |
Listing Qualifications
The Nasdaq Stock Market LLC
9600 Blackwell Road
Rockville, MD 20850
United States of America
Dear Sir or Madam
NWTN Inc., an exempted company incorporated in the Cayman Islands (the Company)
We are attorneys-at-law qualified to practise in the Cayman Islands and have been asked to provide this legal opinion by the Company to you. The Company has advised us that it intends to follow its home country practice in lieu of certain requirements of the Nasdaq Stock Market Marketplace Rules, including Rules 5620, 5635, 5250(b)(3) and 5250(d), which are in force and effect on the date of this opinion (the Rules), as permitted under Rule 5615(a)(3)(A). In this opinion Companies Act means the Companies Act (As Revised) of the Cayman Islands.
For the purposes of giving this opinion, we have only examined the second amended and restated memorandum and articles of association of the Company as adopted by a special resolution passed on 13 March 2023 (the Restated M&A). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.
Based solely upon the foregoing examinations and assumptions which we have not independently verified and having regard to legal considerations which we deem relevant, and subject to the qualifications set out herein, we are of the opinion that under the laws of the Cayman Islands:
| 1 | The Companies Act does not require the Company to follow or comply with the requirements of the Rules, and the Company’s practice of following the provisions of the laws of the Cayman Islands and its Restated M&A in lieu of the Rules noted above is not prohibited under any statutory legal provision of the Cayman Islands. |
| 2 | Based solely upon our review of the Restated M&A, the Restated M&A does not prohibit the Company from following its home country practice in lieu of the requirements of the Rules. |
This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. Specifically, we have made no independent investigation of the laws of the State of New York or the Nasdaq Stock Market Marketplace Rules, and we express no opinion as to the meaning, validity or effect of the Nasdaq Stock
Market Marketplace Rules. We express no opinion as to matters of fact. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.
The British Virgin Islands is Harneys Hong Kong office’s main jurisdiction of practice. Jersey legal services are provided through a referral arrangement with Harneys (Jersey) which is an independently owned and controlled Jersey law firm. Resident Partners: A Au │ M Chu │ JP Engwirda │ Y Fan │ P Kay │ MW Kwok │ IN Mann R Ng │ATC Ridgers │ PJ Sephton |
Anguilla │ Bermuda │ British Virgin Islands │ Cayman Islands Cyprus │ Hong Kong │ Jersey │ London │ Luxembourg Montevideo │ São Paulo │ Shanghai │ Singapore harneys.com |
This opinion is rendered solely for your benefit. It may be disclosed to your successors and assigns only with our prior written consent. It may not be disclosed to or relied on by any other party or for any other purpose.
Yours faithfully
| /s/ Harney Westwood & Riegels |
Harney Westwood & Riegels