PART I [Item 3. Key Information](index=9&type=section&id=Item%203.%20Key%20Information) NWTN, a Dubai-based SPV company, faces critical risks including Rabdan product cessation, internal control weaknesses, and substantial doubt about its going concern ability - NWTN is a Smart Passenger Vehicle (SPV) company headquartered in Dubai, focusing on a "passenger-centric" design philosophy with an asset-light manufacturing model[48](index=48&type=chunk)[49](index=49&type=chunk) - The company qualifies as an "emerging growth company" and a "foreign private issuer," allowing for reduced reporting requirements compared to U.S. domestic issuers[58](index=58&type=chunk)[60](index=60&type=chunk) - NWTN is a Cayman Islands holding company with operations primarily in the UAE and China, presenting unique risks to investors as dividends depend on subsidiary payments subject to local regulations[63](index=63&type=chunk)[64](index=64&type=chunk)[65](index=65&type=chunk) - On January 14, 2025, the company entered into a joint venture agreement with W Motors to establish a company for automobile modification, customization, and distribution, with NWTN holding a **51%** stake[54](index=54&type=chunk)[55](index=55&type=chunk) [Risk Factors](index=13&type=section&id=D.%20Risk%20factors.) The company faces critical business, operational, regulatory, and ownership risks, including Rabdan cessation, internal control weaknesses, going concern doubts, and potential Nasdaq delisting - The cessation of the Rabdan branded vehicle line in 2024, following directives from a UAE authority, has materially and adversely affected the company's business, leading to a workforce reduction of **222 employees** and severance charges of approximately **$1.7 million**[73](index=73&type=chunk)[74](index=74&type=chunk)[77](index=77&type=chunk) - The company has identified four material weaknesses in its internal control over financial reporting, including a lack of sufficient accounting personnel with U.S. GAAP knowledge, lack of formal closing procedures, deficient record management, and an insufficient expenditure approval process[86](index=86&type=chunk)[474](index=474&type=chunk) - There is substantial doubt about the company's ability to continue as a going concern due to significant recurring operating losses, negative cash flows, a low cash balance of approximately **$0.1 million** as of December 31, 2024, and an accumulated deficit of **$737.0 million**[91](index=91&type=chunk)[93](index=93&type=chunk)[441](index=441&type=chunk) - The company faces a delisting determination from Nasdaq for failing to file its 2024 Annual Report on time, currently under a one-year mandatory monitoring period, with an appeal requested on May 28, 2025[213](index=213&type=chunk)[218](index=218&type=chunk)[219](index=219&type=chunk) - The company is a **"controlled company"** as Executive Chairman Alan Nan Wu exercises approximately **78%** of the aggregate voting power, allowing him to significantly influence corporate decisions[235](index=235&type=chunk)[244](index=244&type=chunk) - U.S. investors face the risk that NWTN could be classified as a Passive Foreign Investment Company (PFIC), which could result in adverse U.S. federal income tax consequences[245](index=245&type=chunk)[612](index=612&type=chunk) [Item 4. Information on the Company](index=54&type=section&id=Item%204.%20Information%20on%20the%20Company) NWTN, a Dubai-based SPV company, established its UAE headquarters and assembly, but discontinued its Rabdan vehicle line in 2024, and operates an asset-light model with a product pipeline including MUSE, GHIATH, and Astra, while facing multiple legal disputes [History and Development of the Company](index=54&type=section&id=A.%20History%20and%20development%20of%20the%20company.) NWTN established UAE operations and listed on Nasdaq in 2022, terminated a major deal in 2023, and was directed to cease Rabdan vehicle production in 2024, leading to workforce restructuring, before a 2025 JV with W Motors - The company established its global headquarters in Dubai in March 2022 and an SKD (Semi-Knocked-Down) EV assembly facility in Abu Dhabi in September 2022, with an initial annual capacity of **5,000 to 10,000 units**[251](index=251&type=chunk)[253](index=253&type=chunk)[254](index=254&type=chunk) - A Share Subscription Agreement with China Evergrande New Energy Vehicle Group, entered into on August 14, 2023, was terminated by NWTN on December 31, 2023, as closing conditions were not met[259](index=259&type=chunk)[268](index=268&type=chunk) - In March 2024, a UAE authority directed the company to stop producing Rabdan branded vehicles, leading to the suspension of new orders, and in June 2024, it was further directed to stop selling these vehicles in the UAE, prompting the company to re-brand its inventory[275](index=275&type=chunk)[276](index=276&type=chunk) - Due to the discontinuation of the Rabdan brand, the company initiated a workforce restructuring in January 2024, reducing its workforce by approximately **222 employees** and incurring severance charges of about **$1.7 million**[277](index=277&type=chunk) [Business Overview](index=58&type=section&id=B.%20Business%20overview.) NWTN, a Dubai-based SPV company, employs an asset-light model targeting EV markets with products like MUSE, GHIATH, and Astra, while developing an AI-NAS ecosystem, but faces numerous legal disputes and compliance issues - The company's product pipeline includes MUSE (a full-sized SPV), GHIATH (a purpose-built public service vehicle), and Astra (an autonomous logistics vehicle)[305](index=305&type=chunk)[309](index=309&type=chunk)[313](index=313&type=chunk) - NWTN employs an asset-light manufacturing model, partnering with automotive Engineering Service Providers (ESPs) like W Motors to reduce capital expenditures and accelerate production[284](index=284&type=chunk)[344](index=344&type=chunk)[347](index=347&type=chunk) - The company is developing a proprietary AI-NAS (Artificial Intelligent Networked Appliance System) ecology to create a passenger-centric ecosystem integrating hardware, software, and cloud services[322](index=322&type=chunk)[324](index=324&type=chunk) - NWTN is involved in multiple legal proceedings, including a dispute with Yizhong with an outstanding balance of **$13.4 million**, a dispute with Jinghong over a **RMB 152.5 million** claim, and a concluded dispute with Loop Capital resulting in a **$14.7 million** payment order[367](index=367&type=chunk)[370](index=370&type=chunk)[375](index=375&type=chunk) [Item 5. Operating and Financial Review and Prospects](index=80&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) NWTN's 2024 financial performance deteriorated with a **67.9%** revenue drop and a **$172.7 million** net loss, raising substantial doubt about its going concern ability due to recurring losses and low cash, alongside complex PIPE arrangements and identified accounting weaknesses [Operating Results](index=80&type=section&id=A.%20Operating%20Results) NWTN's 2024 net revenue decreased by **67.9%** to **$12.0 million** due to Rabdan discontinuation, resulting in a **$172.7 million** net loss, while incurring **$36.1 million** in financial expenses from a PIPE investment guarantee Consolidated Results of Operations (USD in thousands) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | **Net revenue** | **$11,995** | **$37,333** | **$-** | | Cost of revenues | (9,327) | (49,014) | - | | **Gross profit (loss)** | **2,668** | **(11,681)** | **-** | | Total operating expenses | (98,044) | (200,313) | (41,047) | | **Loss from operations** | **(95,376)** | **(211,994)** | **(41,047)** | | **Net loss** | **$(172,726)** | **$(266,695)** | **$(48,243)** | - Net revenue for 2024 decreased by **67.9%** year-over-year to **$12.0 million**, primarily due to the discontinuation of the Rabdan-branded vehicle line and intense market competition[403](index=403&type=chunk) - General and administrative expenses decreased by **46.2%** to **$91.0 million** in 2024 from **$169.0 million** in 2023, driven by lower credit loss allowances, share-based compensation, and professional services fees due to business downsizing[405](index=405&type=chunk) - The company incurred financial expenses of **$36.1 million** in 2024 and **$30.0 million** in 2023 related to a **15%** guaranteed annual return on a PIPE investment, which is an obligation of certain shareholders but expensed by the company[410](index=410&type=chunk)[421](index=421&type=chunk)[437](index=437&type=chunk) [Liquidity and Going Concern](index=87&type=section&id=B.%20Liquidity%20and%20Going%20Concern) NWTN's going concern ability is in substantial doubt due to recurring operating losses, an accumulated deficit of **$737.0 million**, and a sharp decline in cash to **$0.1 million**, with unsecured external financing and unresolved litigation posing significant challenges - The company's financial statements have been prepared on a going concern basis, but recurring operating losses, a significant decline in cash, and dependence on external financing raise substantial doubt about its ability to continue operations[441](index=441&type=chunk)[443](index=443&type=chunk)[714](index=714&type=chunk) Key Financial Position Indicators (USD in thousands) | Indicator | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Cash and cash equivalents | $148 | $23,188 | | Accumulated deficit | $(737,049) | $(564,514) | Summary of Cash Flows (USD in thousands) | | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Net cash from operating activities | $33,577 | $(138,046) | $(178,012) | | Net cash used in investing activities | (656) | (21,229) | (6,835) | | Net cash (used in) from financing activities | (55,000) | (26,979) | 393,210 | [Critical Accounting Estimates](index=90&type=section&id=E.%20Critical%20Accounting%20Estimates.) NWTN's critical accounting estimates include fair value of warrant liabilities, significant allowances for expected credit losses (**$65.7 million** in 2024), inventory write-downs, and a full valuation allowance against deferred tax assets due to realization uncertainty - The company's Private and Representative's Warrants are classified as derivative liabilities and are re-measured at fair value each reporting period, with changes recognized in the income statement[463](index=463&type=chunk)[784](index=784&type=chunk) - The company recorded a significant allowance for expected credit losses of **$65.7 million** in 2024 and **$85.4 million** in 2023, reflecting doubts about the collectability of its receivables and other financial assets[467](index=467&type=chunk)[780](index=780&type=chunk) - Inventory write-downs of **$0.9 million** in 2024 and **$16.1 million** in 2023 were recognized to state inventory at the lower of cost or net realizable value[468](index=468&type=chunk)[837](index=837&type=chunk) - A full valuation allowance has been provided against all deferred tax assets as of December 31, 2024 and 2023, as management believes it is more likely than not that these assets will not be realized[470](index=470&type=chunk)[904](index=904&type=chunk) [Item 6. Directors, Senior Management and Employees](index=93&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) NWTN's leadership includes Executive Chairman Alan Nan Wu and CEO Benjamin Bin Zhai, with 2024 executive cash compensation of **$4.2 million**. The company had **68 employees**, and share ownership is highly concentrated with Mr. Wu controlling **78%** of voting power, making it a controlled company with an equity incentive plan - Alan Nan Wu serves as Executive Chairman, and Benjamin Bin Zhai was appointed CEO in May 2025, succeeding Mr. Wu in that role[480](index=480&type=chunk)[481](index=481&type=chunk) - For the year ended December 31, 2024, aggregate cash compensation for senior officers was approximately **$4.2 million**, with an additional **3,635,001** earnout shares issued to a company controlled by Executive Chairman Alan Nan Wu[491](index=491&type=chunk)[492](index=492&type=chunk) - As of December 31, 2024, the company had **68 employees**[513](index=513&type=chunk) - Executive Chairman Alan Nan Wu beneficially owns **100%** of Class A ordinary shares, representing approximately **78.0%** of the total voting power, making NWTN a **"controlled company"**[517](index=517&type=chunk) - The company adopted the 2022 Equity Incentive Plan, authorizing **42,845,000** Class B ordinary shares for issuance, with an automatic annual increase feature[520](index=520&type=chunk)[522](index=522&type=chunk)[523](index=523&type=chunk) [Item 7. Major Shareholders and Related Party Transactions](index=107&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related%20Party%20Transactions) NWTN engaged in significant related party transactions, including loans and a **$36.1 million** financial expense for a PIPE investment guarantee, with **$75.3 million** due from related parties fully impaired and **$5.3 million** due to related parties as of December 31, 2024 Significant Related Party Transactions (USD in thousands) | Nature | 2024 | 2023 | 2022 | | :--- | :--- | :--- | :--- | | Accrued financial expenses to PIPE Investor (Al Ataa) | (36,137) | (30,000) | (3,863) | | Loan to a related party (Tianjin Tuoda) | - | 15,679 | - | | Share-based compensation (Muse Limited) | - | 23,338 | 3,197 | Related Party Balances (USD in thousands) | | As of Dec 31, 2024 | As of Dec 31, 2023 | | :--- | :--- | :--- | | **Amounts due from related parties:** | | | | The Pledgor (PIPE escrow) | 60,000 | 15,000 | | Tianjin Tuoda | 13,662 | 14,045 | | Subtotal | 75,293 | 30,198 | | Less: Allowance for expected credit loss | (75,293) | (15,000) | | **Amount due from related parties, net** | **-** | **15,198** | | **Amounts due to related parties, current** | **5,295** | **24,307** | - The company recorded a full allowance for expected credit losses of **$75.3 million** against amounts due from related parties as of December 31, 2024, indicating management's assessment of non-collectability[562](index=562&type=chunk)[924](index=924&type=chunk)[926](index=926&type=chunk) [Item 8. Financial Information](index=111&type=section&id=Item%208.%20Financial%20Information) NWTN's consolidated financial statements are presented, with no history or expectation of cash dividends, and no significant changes reported since the audited financial statements date - The company has never declared or paid cash dividends and does not expect to in the foreseeable future[569](index=569&type=chunk) [Item 10. Additional Information](index=111&type=section&id=Item%2010.%20Additional%20Information) This section covers material contracts, including a PIPE agreement with a **15%** guaranteed return backed by a **$100 million** escrow, exchange controls in China, and detailed tax considerations across jurisdictions, highlighting potential PFIC risks for U.S. investors - A material contract with PIPE investor Al Ataa involves a shareholder guarantee for a minimum **15%** annual return, supported by a **$100 million** escrow account funded by NWTN, resulting in financial expenses of **$26.1 million** for the company in 2024[578](index=578&type=chunk)[579](index=579&type=chunk)[580](index=580&type=chunk) - The company is an exempted company in the Cayman Islands and is not subject to income, corporate, or capital gains tax there, having received a **20-year** tax concession undertaking[586](index=586&type=chunk)[588](index=588&type=chunk)[589](index=589&type=chunk) - The company's PRC subsidiaries are subject to a **25%** enterprise income tax rate, and operations are also subject to PRC regulations on foreign currency exchange and outbound investment[582](index=582&type=chunk)[594](index=594&type=chunk) - There is a risk that NWTN may be treated as a Passive Foreign Investment Company (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. Holders, including higher tax rates on distributions and gains[612](index=612&type=chunk)[613](index=613&type=chunk)[615](index=615&type=chunk) [Item 12. Description of Securities Other Than Equity Securities](index=122&type=section&id=Item%2012.%20Description%20of%20Securities%20Other%20Than%20Equity%20Securities) As of June 9, 2025, NWTN had **12.87 million** outstanding warrants, including public, private, and Representative's Warrants, exercisable at **$11.50** or **$12.00** per share, with company redemption rights under certain conditions and specific adjustment provisions - As of June 9, 2025, there were **12,874,392** outstanding warrants[647](index=647&type=chunk) - Public and private warrants are exercisable for one-half of a Class B share at **$11.50** per full share, while Representative's Warrants are exercisable for one full Class B share at **$12.00**[647](index=647&type=chunk)[649](index=649&type=chunk) - The company has the right to redeem public warrants at **$0.01** each if certain conditions are met, including the share price exceeding specified levels, and management can also require a "cashless basis" exercise during a redemption[650](index=650&type=chunk)[652](index=652&type=chunk) PART II [Item 15. Controls and Procedures](index=125&type=section&id=Item%2015.%20Controls%20and%20Procedures) As of December 31, 2024, NWTN's disclosure controls were ineffective due to four material weaknesses in internal control over financial reporting, including insufficient U.S. GAAP personnel, inadequate closing procedures, and deficient record/expenditure management, with a remediation plan underway - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were ineffective due to the existence of material weaknesses[666](index=666&type=chunk) - Four material weaknesses were identified: (i) lack of sufficient competent financial reporting personnel with U.S. GAAP knowledge, (ii) lack of period-end financial closing policies, (iii) lack of internal file management procedures, and (iv) lack of sufficient approval process for expenditures[668](index=668&type=chunk)[474](index=474&type=chunk) - The company's remediation plan includes hiring qualified accounting personnel, organizing regular training, formulating a U.S. GAAP accounting manual, and establishing formal closing and document management policies[669](index=669&type=chunk)[475](index=475&type=chunk) [Item 16. Other Information](index=127&type=section&id=Item%2016.%20Other%20Information) This section covers governance, including the audit committee financial expert and Code of Ethics. Principal accountant fees were **$450,000** in 2024. A key event was the change in certifying accountant to Assentsure PAC in January 2025 due to restatement needs. As a foreign private issuer and controlled company, NWTN follows home country governance, and has insider trading and cybersecurity policies - On January 9, 2025, the company dismissed Marcum Asia CPAs LLP and appointed Assentsure PAC as its independent registered public accounting firm, related to the conclusion that prior financial statements should be restated due to the accounting treatment of shareholder obligations under the Al Ataa Agreements[679](index=679&type=chunk)[681](index=681&type=chunk)[685](index=685&type=chunk) Principal Accountant Fees (USD) | | 2024 | 2023 | | :--- | :--- | :--- | | Audit fees | $450,000 | $830,000 | | **Total** | **$450,000** | **$830,000** | - As a foreign private issuer, the company follows certain Cayman Islands home country corporate governance practices, exempting it from some Nasdaq requirements, such as those related to shareholder approval for certain transactions and the distribution of interim reports[686](index=686&type=chunk)[688](index=688&type=chunk)[692](index=692&type=chunk) - The company has established a cybersecurity risk management policy, with oversight provided by the CEO and the audit committee[695](index=695&type=chunk)[697](index=697&type=chunk) PART III [Item 18. Financial Statements](index=131&type=section&id=Item%2018.%20Financial%20Statements) NWTN's consolidated financial statements for 2024 and 2023 are presented, with the auditor's report expressing substantial doubt about going concern due to recurring losses, a **$737.0 million** accumulated deficit, and declining cash, while notes detail critical accounting policies, related party transactions, and legal disputes - The independent auditor's report contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern, citing recurring operating losses, an accumulated deficit of approximately **$737.0 million**, and a significant decline in cash[714](index=714&type=chunk) Consolidated Balance Sheet Highlights (USD in thousands) | | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$41,465** | **$166,250** | | **Total Liabilities** | **$108,032** | **$105,316** | | **Total Shareholders' (Deficit) Equity** | **$(66,567)** | **$60,934** | - The company adopted ASC 606 for revenue recognition on January 1, 2023, with revenue generated from sales of smart electric vehicles and auto parts, recognized when control is transferred to the customer[786](index=786&type=chunk)[790](index=790&type=chunk) - As of December 31, 2024, the company's PRC subsidiaries had restricted net assets of approximately **$88.0 million**, which are not available for distribution to the parent company due to PRC laws and regulations[932](index=932&type=chunk)

Core Viewpoint - Pomerantz LLP is investigating claims on behalf of investors of NWTN Inc. regarding potential securities fraud or unlawful business practices by the company and its officers or directors [1] Group 1: Company Developments - On May 28, 2025, NWTN disclosed that it received a determination notice from Nasdaq, indicating that its securities would be delisted in accordance with listing rules [2] - Following this announcement, NWTN's stock price dropped by $0.72 per share, representing a 32% decline, closing at $1.53 per share on May 30, 2025 [2] Group 2: Legal Context - Pomerantz LLP is recognized as a leading firm in corporate, securities, and antitrust class litigation, with a history of fighting for victims of securities fraud and corporate misconduct [3]

Core Viewpoint - Pomerantz LLP is investigating claims of potential securities fraud or unlawful business practices involving NWTN Inc. and its officers or directors [1] Group 1: Company Developments - On May 28, 2025, NWTN disclosed that it received a determination notice from Nasdaq regarding the delisting of its securities [3] - Following the delisting news, NWTN's stock price dropped by $0.72 per share, representing a 32% decline, closing at $1.53 per share on May 30, 2025 [3] Group 2: Legal Context - Pomerantz LLP is recognized for its expertise in corporate, securities, and antitrust class litigation, having a history of recovering multimillion-dollar damages for victims of securities fraud [4]

Core Insights - NWTN Inc. has officially launched the "NWTN AI Industrial Park" (NAIP) Project in Abu Dhabi, marking its transition from a new energy vehicle manufacturer to a global intelligent technology producer [1][4] - The NAIP will cover approximately 130,000 square meters and aims to create a smart manufacturing chain integrating AI-driven production control systems [2][4] - NWTN's strategy focuses on three core pillars: localized smart manufacturing, a platformed technology ecosystem, and synchronized global expansion [6][7] Project Overview - NAIP will consist of two major zones: a Global Logistic Park in the Free Zone and an AI Smart Manufacturing Park in the Mainland Zone [5] - The Global Logistic Park will include a cross-border supply chain hub, vehicle and parts warehouses, and light processing factories to meet delivery needs in the Middle East, Africa, and Southern Europe [5] - The AI Smart Manufacturing Park will feature a modern SKD vehicle assembly plant and production facilities for key components and smart hardware [5] Strategic Context - KEZAD Group, the operator of the economic zone where NAIP is located, is focused on upgrading from traditional logistics to high-value manufacturing and AI innovation, aligning with NWTN's ambitions [3][4] - The project supports NWTN's long-term strategy of "Made in UAE, Delivered Globally" and aims to establish comprehensive partnerships with regional technology providers and investors [2][4] Future Plans - NWTN plans to commence construction of NAIP in the second half of 2025, aiming to build a fully integrated international smart industry cluster [4][6] - The park will enhance supply chain resilience and delivery agility through localized smart manufacturing solutions [6]

Core Insights - NWTN Inc. has appointed Mr. Benjamin Zhai as Executive Director and Global CEO, marking a significant shift from being a NEV manufacturer to a global smart technology platform [1][2] - Mr. Zhai brings over 30 years of experience in technology and mobility, having held senior roles in various high-growth ventures, including NIO and Canoo [2] - The company aims to leverage AI, electrification, and globalization, with the UAE as its global hub for a transformative strategy [3] Company Strategy - NWTN plans to expand its product offerings beyond NEVs to include autonomous logistics systems, drones, and smart wearables [5] - The establishment of the NWTN Smart Industrial Park in Abu Dhabi will enhance smart manufacturing capabilities by integrating R&D, vehicle assembly, and intelligent equipment production [5] - The company aims to create a "technology + manufacturing + capital" model by leveraging the UAE's strengths in industry policy, technology, and talent [5]

Electric Vehicle Development - NWTN is developing a product portfolio of electric vehicles (EVs) known as Smart Passenger Vehicles (SPVs), including the marquee model MUSE, which will feature Level 2.5 autonomous driving technology [58]. - MUSE is designed to enhance passenger experience with features such as a luxurious interior, smart navigation, and multiple riding modes, focusing on comfort and personalization [62]. - The company emphasizes a differentiated passenger experience and aims to redefine EVs with style and ample cabin space [60]. - NWTN's strategic partnerships with leading technology providers and automotive engineering service providers (ESPs) are expected to support its competitive positioning in the EV market [58]. - The global demand for passenger vehicles is driven by rising per capita income, electric vehicle adoption, and advancements in technologies like advanced driver assistance systems (ADAS) [58]. - The company is exploring opportunities with new partners to enhance product features and develop new models, leveraging existing technologies for additional revenue [58]. - NWTN's long-term mission is to create a passenger-centered ecology through high-tech solutions, positioning its SPVs as carriers of this progression [57]. Financial Performance and Risks - The company incurred substantial operating losses and negative cash flows from operations, totaling approximately $138.0 million, $178.0 million, and $6.1 million for the years ended December 31, 2023, 2022, and 2021, respectively [101]. - As of December 31, 2023, the company reported cash and cash equivalents of $23.2 million, a significant decline from $211.9 million in the prior year, with an accumulated deficit of approximately $564.5 million [101]. - The company has not paid any dividends to its parent companies or investors as of the date of the report, with plans to distribute dividends only after achieving profitability [78]. - The company remains highly dependent on securing external financing to sustain its operations, with no assurance that additional capital will be available on acceptable terms [102]. - The cessation of the Rabdan branded vehicle line has materially weakened the company's commercial prospects and operational outlook [102]. - The company faces material weaknesses in internal controls over financial reporting, which could adversely affect investor confidence and operational results [82]. - Future growth is dependent on consumer adoption of electric vehicles (EVs) and the company's ability to compete in a highly competitive global passenger vehicle market [82]. Regulatory and Compliance Challenges - The company is subject to various legal proceedings that could materially affect its business and financial condition, including claims related to product liability and intellectual property [171]. - The company is subject to uncertainties regarding the UAE legal system, which could adversely affect its business operations and financial condition [176]. - Recent regulatory developments in Mainland China may lead to increased oversight and could restrict the company's ability to raise capital outside of China [182]. - The PRC Cybersecurity Law requires critical information infrastructure operators to store personal information within China, which could impose additional compliance costs [184]. - The company must comply with various data privacy and security regulations across jurisdictions, which may require adjustments to its data practices [198]. - Non-compliance with data privacy laws could result in significant penalties, reputational damage, and operational restrictions for the company [206]. Market Competition and Economic Factors - The global passenger vehicle market is highly competitive, with significant competition from both pure-play EV companies and traditional OEMs in the mid- to high-end segment [131]. - Increased competition may lead to lower vehicle unit sales and increased inventory, resulting in downward price pressure that could adversely affect the company's financial condition [132]. - Demand for EVs is influenced by economic, political, and social conditions, and volatility in the automobile industry may materially affect the company's business and prospects [133]. - Changes in government policies supporting EVs and domestically manufactured vehicles are critical for the company's growth, and unfavorable policy changes could adversely impact demand [134]. - The UAE government has shown strong support for the EV industry, but stringent regulations and infrastructure challenges have slowed development [135]. Operational and Supply Chain Risks - The company is reliant on third-party manufacturers for vehicle production, and any adverse changes in these relationships could materially affect operations and financial condition [119]. - The company faces risks related to single-source suppliers, which could lead to production delays and quality issues if those suppliers fail to deliver components [124]. - The company anticipates potential disruptions in supply chains and increased costs due to sanctions and geopolitical tensions, particularly affecting the sourcing of materials like nickel and cobalt [115]. - The military conflicts in regions like Ukraine and the Middle East may lead to supply interruptions, increasing costs and risks in procuring materials for vehicle manufacturing [174]. Technology and Innovation - The company is investing in research and development to keep pace with rapid technological changes in the EV industry, but there is no guarantee of achieving successful outcomes [148]. - The company plans to apply for government grants and incentives to support the development of autonomous driving technologies, but success in obtaining these funds is uncertain [117]. - The company must ensure the resilience and security of its information technology and communication systems to avoid disruptions that could affect business operations [150]. - The company has adopted robust cybersecurity protection practices to mitigate risks associated with potential cyberattacks, including storing key confidential information on private cloud servers [152]. Management and Governance - NWTN's management team is described as experienced and visionary, contributing to the company's strategic direction and success [60]. - Recent departures of key executive officers, including the Chief Financial Officer, may impact the company's management style and operational strategies [164]. - The company qualifies as an "emerging growth company," allowing it to take advantage of reduced reporting requirements until its annual gross revenues exceed $1.235 billion [67]. - The Joint Venture Company will operate independently with a Board of Directors comprising 5 members, ensuring financial transparency through quarterly reports [65].

Strategic Joint Venture - NWTN Inc and W Motors Automotive Group Holding Limited announce a strategic joint venture to expand their automotive business through diverse mobility projects [1] - The partnership combines NWTN's network and access with W Motors' design and technology excellence to create a portfolio of sustainable and solutions-focused vehicles [1] - The joint venture will focus on mid-luxury vehicles, security and enforcement vehicles, and sustainable mobility solutions [2] - The collaboration aims to localize manufacturing and assembly by leveraging W Motors' existing capabilities and infrastructure in the UAE [2] Company Overview - NWTN Inc is a leading innovator in green mobility, offering intelligent electric vehicles and sustainable transportation solutions [5] - NWTN is headquartered in Dubai and is committed to driving the transition toward eco-friendly mobility through groundbreaking technology and energy-efficient systems [5] - W Motors is a fully-integrated mobility solutions provider in the Middle East, offering products and services across high-performance and luxury vehicles, security & defense, electric commercial vehicles, and special projects [7] - W Motors is known for its iconic hypercars, combining cutting-edge technology with bold design to deliver vehicles that redefine automotive performance and aesthetics [7] Forward-Looking Statements - The press release contains forward-looking statements regarding the joint venture between NWTN and W Motors [3] - These statements are based on current expectations and assumptions and are subject to risks and uncertainties [6] - NWTN assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise [8]

Core Viewpoint - NWTN Inc. has received a determination notice from Nasdaq due to its failure to file the 2023 Annual Report, which may lead to the suspension of trading of its securities unless an appeal is filed by November 19, 2024 [1][4]. Group 1: Company Compliance and Nasdaq Listing - The company failed to file its Annual Report on Form 20-F for the fiscal year ended December 31, 2023, resulting in a determination from Nasdaq [1]. - Nasdaq has set a deadline of November 19, 2024, for the company to appeal the determination to avoid suspension of trading [2][3]. - The company intends to request a hearing to appeal the determination and seek an extended stay of the trading suspension [3]. Group 2: Company Operations and Future Plans - NWTN is actively working to file the 2023 Annual Report as soon as possible, although there is no assurance of regaining compliance with Nasdaq Listing Rule 5250(c)(1) [4]. - The company is committed to providing passenger-focused, premium electric vehicle products and green energy solutions globally, with facilities in Dubai and Abu Dhabi, and a manufacturing base in Jinhua, China [5][6].

Core Viewpoint - NWTN Inc. is under investigation for possible securities fraud, with a potential class action being considered for investors who have incurred losses [1][2]. Group 1: Company Compliance Issues - On May 24, 2024, NWTN announced it received a letter from Nasdaq indicating non-compliance with Listing Rule 5250(c)(1) due to the failure to file its Annual Report on Form 20-F for the year ended December 31, 2023 [3]. - The company has until July 22, 2024, to submit a plan to regain compliance with Nasdaq requirements [3]. - Following this announcement, NWTN's stock price dropped by $0.58, or 14.43%, closing at $3.44 per share on May 28, 2024 [3]. Group 2: Legal Actions and Investor Support - The Portnoy Law Firm is offering complimentary case evaluations for NWTN investors to discuss their legal rights and options for recovering losses [2][4]. - The firm has a history of recovering over $5.5 billion for investors affected by corporate wrongdoing [4].

Group 1 - Pomerantz LLP is investigating claims on behalf of investors of NWTN Inc. regarding potential securities fraud or unlawful business practices by the company and its officers/directors [2] - NWTN's stock price experienced a significant decline of $0.58 per share, or 14.43%, closing at $3.44 per share on May 28, 2024, following the news of the investigation [4] - On May 24, 2024, NWTN announced it received a letter from Nasdaq indicating non-compliance with Listing Rule 5250(c)(1) due to the failure to file its Annual Report on Form 20-F for the year ended December 31, 2023, and has until July 22, 2024, to submit a compliance plan [5]