Robo.Ai Inc 6-K, filed Jul 17, 2025
Robo.Ai Inc. (AIIO)
About this 6-K
Robo.Ai Inc filed this 6-K on July 17, 2025.
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 July 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 July 15, 2025, NWTN Inc., a Cayman Islands exempted company (“NWTN”), entered into a share purchase agreement (the “SPA”) with SEET LLC. (“SEET”), a company duly organized and existing under the laws of United Arab Emirates (“UAE”). Pursuant to the SPA, NWTN will acquire from SEET 100% equity interest in a special purpose vehicle, which will be established by SEET and operating in the UAE’s power management and technology sector (the “Target”). Concurrently, SEET will subscribe NWTN’s Class B ordinary shares equal to $100 million (the “Consideration Shares”) divided by the average closing price over the five days before signing of the SPA, rounded down to the nearest whole share (such transaction, the “Transaction”). The Consideration Shares to SEET are subject to a three-year lock-up from the closing of the Transaction (the “Closing”) with staged releases: 20% on the first anniversary, 40% on the second anniversary, and the final 40% on the third anniversary.
The Transaction is contingent on certain closing conditions, including, but not limited to, the Target’s delivery of audited, net debt-free certification five (5) prior to the Closing, completion of satisfactory due diligence by NWTN, all necessary regulatory and corporate approvals, and, if required, SEET amending its name to demonstrate governmental affiliation. The Closing is scheduled within 30 days of the SPA’s effective date, or as otherwise agreed.
During the period from the date of the SPA and the Closing, SEET must ensure that the Target operates in the ordinary course of business, maintain its business operations and key relationships, and avoid actions that could materially impair its value or hinder the Transaction.
In the event that SEET holds 5% or more of NWTN’s Class B ordinary shares after the Closing, it may nominate two (2) executive directors or observers to NWTN’s board of directors. Under the SPA, SEET is entitled to registration rights for resale of shares and cost-sharing on transfer taxes.
The SPA may be terminated by mutual consent, by either party if the Closing does not occur within 90 days, by NWTN if unresolved material issues are found during due diligence, or by written notice if any losing condition is unmet. The SPA also contains other customary terms and provisions.
The foregoing summary of the SPA is not complete and is subject to, and qualified in its entirety by, the provisions of the SPA, which is filed as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.
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EXHIBIT INDEX
| Number | Description of Exhibit | |
| 10.1 | Share Purchase Agreement, dated July 15, 2025, by and between NWTN Inc. and SEET LLC. |
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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: July 17, 2025
| NWTN Inc. | ||
| By: | /s/ Benjamin Bin Zhai | |
| Name: | Benjamin Bin Zhai | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this "Agreement") is made and entered into as of 15 July 2025, by and between:
NWTN Inc., a company duly organized and existing under the laws of Cayman Islands, with its principal place of business at Office 114-117. Floor, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE (hereinafter referred to as the "Purchaser")
AND:
SEET LLC., a company duly organized and existing under the laws of United Arab Emirates, with its principal place of business at Office 404, 4th Floor, Building 6, Emaar Square, Downtown Dubai, Dubai, UAE (hereinafter referred to as the "Seller")
Seller and Purchaser may each be referred to as a "Party" and collectively as the "Parties".
WHEREAS, the Seller is the controlling shareholder of the “Target Company”, an SPV incorporated under the laws of United Arab Emirates to be set up by Seller, which together with its subsidiaries and any entities directly or indirectly controlled by it (collectively, the "Group Companies"), operates within the power management and technology sector, has demonstrated preliminary technical achievements with commercial pilot programs or customer traction, and maintains clean financial, legal, and compliance records (absent material litigation, debts, or off-balance-sheet liabilities);
WHEREAS, the Purchaser desires to acquire, and the Seller desires to sell, one hundred percent (100%) of the issued and outstanding shares of the Target Company (the "Shares") in exchange for newly issued Class B ordinary shares of the Purchaser;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:
SECTION 1. DEFINITIONS
1.1 "Acquirer" means NWTN Inc. (Nasdaq: NWTN)
1.2 "Closing" means the completion of the sale and purchase of the Shares under this Agreement.
1.3 "Closing Date" means the date on which Closing occurs.
1.4 "Group Companies" has the meaning set forth in the Recitals.
1.5 "Purchase Price per Share" means the average closing price of the Purchaser’s Class B ordinary shares over the
five (5) trading days immediately preceding the execution date of this Agreement, as reported by Nasdaq.
1.6 "Regulatory Approvals" means all consents, permits, or authorizations required from any governmental authority.
1.7 "Shares" has the meaning set forth in the Recitals.
1.8 "Transaction Price" means the aggregate value of US$100,000,000.
SECTION 2. SALE AND PURCHASE OF SHARES
2.1 Subject to the terms herein, the Seller agrees to sell, transfer, and deliver to the Purchaser, and the Purchaser agrees to purchase, the Shares, free from all liens, encumbrances, or third-party claims.
SECTION 3. CONSIDERATION
3.1 In full consideration for the Shares, the Purchaser shall
issue to the Seller a number of new Class B ordinary shares (the "Consideration Shares") equal to the Transaction Price divided
by the Purchase Price per Share, rounded down to the nearest whole share.
3.2 Subject to compliance with applicable securities laws and the lock-up restrictions in Section 4, the Seller shall have the right
to request in writing that the Purchaser file a registration statement with the U.S. Securities and Exchange Commission (SEC) to register
the resale of all or part of the Consideration Shares.
3.3 All expenses of registration (excluding Seller’s legal fees, if any) shall be borne by the Purchaser.
SECTION 4. LOCK-UP PROVISIONS
4.1 The Seller agrees that the Consideration Shares shall be subject
to a lock-up period of three (3) years commencing on the Closing Date.
4.2 The release of Consideration Shares shall occur as follows:
(a) Twenty percent (20%) shall be released on the first anniversary of the Closing Date;
(b) Forty percent (40%) shall be released on the second anniversary of the Closing Date; and
(c) The remaining forty percent (40%) shall be released on the third anniversary of the Closing Date.
SECTION 5. CONDITIONS PRECEDENT
5.1 The obligations of the Parties are conditional upon:
(a) The Group Companies delivering to the Purchaser, five (5) days prior to Closing, an audited certification confirming net debt-free
status (including zero financial debt, guarantees, or off-balance-sheet liabilities);
(b) Both Parties obtaining all requisite board and/or shareholder approvals;
(c) Obtaining all Regulatory Approvals, if applicable;
(d) The Seller shall legally change its company name, if not already sufficient, to reflect an affiliation with a Dubai government entity
such as Transguard Group, or with a company owned by His Highness Sheikh Hamed bin Zayed Al Nahyan;
(e) Execution of definitive transaction documents, including this Agreement.
5.2 The Purchaser reserves the right to conduct financial, legal, and technical due diligence on the Target Company. Findings may necessitate mutual adjustment of valuation or terms.
SECTION 6. CLOSING MECHANICS
6.1 Closing shall occur within thirty (30) days of the Effective
Date of this Agreement or such later date as may be mutually agreed in writing by the Parties, provided that all Conditions Precedent
in Section 5 have been satisfied or waived (to the extent waivable).
6.2 At Closing:
(a) The Purchaser shall deliver to the Seller book-entry confirmation evidencing issuance of the Consideration Shares;
(b) The Seller shall deliver to the Purchaser a certified copy of the Target Company’s share register reflecting the Purchaser
as sole shareholder.
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SECTION 7. INTERIM OPERATIONS AND CONDUCT
7.1 Ordinary Course Covenant. During the period from the date of this Agreement until the Closing Date (the "Interim Period"), the Seller shall cause the Group Companies to:
(a) conduct their business in the ordinary course consistent with past practices;
(b) preserve intact their business operations, material assets, and relationships with employees, customers, suppliers, regulators, and other material stakeholders; and
(c) refrain from taking any action that would reasonably be expected to materially impair the value of the Group Companies or their ability to consummate the transactions contemplated herein.
SECTION 8. BOARD REPRESENTATION
8.1 If the Seller’s post-Closing ownership of the Purchaser’s
outstanding Class B ordinary shares reaches five percent (5%) or more, the Seller may nominate two (2) executive director(s) or observer(s)
to the Purchaser’s board.
8.2 The rights and obligations of such nominee shall be governed by the Purchaser’s Memorandum of Association.
SECTION 9. COSTS AND EXPENSES
9.1 Each Party shall bear its own costs, fees, and expenses incurred in connection with the negotiation, preparation, and execution of this Agreement and related documents.
SECTION 10. CONFIDENTIALITY
10.1 The Parties shall maintain strict confidentiality regarding all non-public information exchanged in connection with this transaction, except as required by law or with prior written consent.
SECTION 11. GOVERNING LAW AND DISPUTE RESOLUTION
11.1 This Agreement shall be governed by and construed in accordance
with the laws of the United Arab Emirates.
11.2 Any dispute arising hereunder shall first be resolved amicably through good-faith negotiations within thirty (30) days of written
notice. Failing resolution, the dispute shall be submitted to binding arbitration in Dubai under the Rules of the Dubai International
Arbitration Centre (DIAC) by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Dubai. The
language of the arbitration shall be English. The arbitral award shall be final and binding on the Parties.
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SECTION 12. TERMINATION
12.1 This Agreement may be terminated:
(a) By mutual written consent;
(b) By either Party if Closing does not occur within ninety (90) days of the Effective Date;
(c) By the Purchaser if due diligence reveals material adverse findings not resolved within thirty (30) days; or
(d) By written notice if any Condition Precedent remains unfulfilled by the Closing Date.
12.2 Termination shall not prejudice any accrued rights or obligations under Sections 8, 9, or 10.
SECTION 13. REPRESENTATIONS AND WARRANTIES
13.1 Seller's Representations and Warranties. The Seller hereby
represents and warrants to the Purchaser that: (a) it is the legal and beneficial owner of the Shares, free from liens or encumbrances;
(b) the Group Companies' financial statements present fairly in all material respects the financial position in accordance with IFRS;
(c) there are no undisclosed material liabilities, litigation, or regulatory violations; (d) all intellectual property is validly owned
or licensed by the Group Companies; and (e) all material contracts are in full force without defaults.
13.2 Purchaser's Representations and Warranties. The Purchaser hereby represents and warrants to the Seller that: (a) it is duly
organized and has the authority to execute this Agreement; (b) the Consideration Shares, when issued, will be validly issued and fully
paid; and (c) its execution of this Agreement does not violate any material agreement.
13.3 Survival. All representations and warranties shall survive the Closing for a period of eighteen (18) months, except for fundamental
representations (ownership, authority, and title) which shall survive indefinitely.
SECTION 14. INDEMNIFICATION
14.1 The Seller shall indemnify and hold harmless the Purchaser against all losses arising from: (a) breach of any representation, warranty, or covenant by Seller; (b) pre-Closing liabilities of the Group Companies; or (c) any undisclosed taxes.
SECTION 15. TAX MATTERS
15.1 Cooperation. Both Parties shall cooperate in the filing of
tax returns and resolution of tax audits relating to pre-Closing periods.
15.2 Transfer Taxes. All transfer, stamp, or documentary taxes arising from the transfer of Shares shall be borne equally by the
Seller and the Purchaser.
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SECTION 16. SURVIVAL
16.1 Surviving Provisions. Notwithstanding any termination of this Agreement, the obligations in Sections 9 (Costs), 10 (Confidentiality), 12 (Governing Law), 13 (Representations), 14 (Indemnification), and 15 (Tax Matters) shall survive indefinitely.
EXPANDED SECTION 17: MISCELLANEOUS
17.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior discussions and understandings.
17.2 Amendments. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.
17.3 Notices. All notices shall be delivered in writing: (a) by international courier (effective upon receipt); or (b) by email (effective upon transmission if confirmed), to the addresses specified in the signature block.
17.4 Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.
17.5 Third-Party Rights. No person not a party to this Agreement shall have any rights under the Contracts (Rights of Third Parties) Act or similar legislation.
17.6 Schedules. The schedules and exhibits referenced herein are incorporated into this Agreement by reference.
17.7 Severability. If any provision is held invalid, the remaining provisions shall remain in full force.
17.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| SELLER: | |
| SEET LLC. |
| By: | /s/ Mohammed Almazrouei | |
| Name: | Mohammed Almazrouei | |
| Title: | COO |
| PURCHASER: | |
| NWTN Inc. |
| By: | /s/ Benjamin Zhai | |
| Name: | Benjamin Zhai | |
| Title: | CEO |
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