Material Definitive Agreement (Form 6-K)

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Entry Into a Material Definitive Agreement

On August 8, 2025, NWTN Inc., a Cayman Islands exempted company ("NWTN" or the "Company"), entered into an Asset Contribution & Share Issuance Agreement (the "Agreement") with JW International LLC-FZ, a limited liability company organized under United Arab Emirates law that owns and operates a complete knock-down (CKD) automotive assembly facility (the "Factory") in Pakistan ("JW," together with its parent company, JW Corporation, the "JW Group"). Pursuant to the Agreement, JW will contribute to NWTN exclusive four-year usage rights to the Factory located in the JW-SEZ China-Pakistan Special Economic Zone in Lahore, Pakistan, together with access to JW Group's nationwide sales and distribution network in Pakistan (collectively, the "Contributed Assets"). In exchange, NWTN will issue 10,000,000 restricted Class B ordinary shares (the "Consideration Shares") to JW at a fixed price of US$1.41 per share.

The Contributed Assets include exclusive operational rights to a 563,000-square-foot manufacturing Factory with an annual production capacity of 50,000 vehicles, as well as access to JW's established dealerships, distribution channels, and after-sales infrastructure throughout Pakistan. The Consideration Shares to be issued to JW will be subject to a four-year lock-up period, with 25% of the shares becoming transferable at the end of each anniversary year following the closing of the transaction as contemplated by the Agreement (the "Transaction"). Additionally, JW has committed to facilitating the sale of no less than 50,000 NWTN passenger and commercial vehicles over the four years after the closing of the Transaction by allowing NWTN access to its local sales networks.

The closing of the Transaction is contingent upon the satisfaction of certain conditions precedent, including JW's delivery of executed factory access agreements and sales network cooperation agreements, which will be assigned to NWTN, and proof of unencumbered title to the Contributed Assets, as well as NWTN's receipt of board approval for the issuance of the Consideration Shares. Closing is expected to occur within 15 business days after satisfaction of these conditions.

The Agreement may be terminated by November 6, 2025, (i) by mutual written consent, (ii) by either party if the Transaction closing has not occurred within 90 days of the effective date, i.e. November 6, 2025, (iii) by NWTN if, prior to closing, due diligence reveals material adverse findings not resolved within 30 days, or (iv) by written notice if any condition precedent remains unfulfilled by November 6, 2025. In addition, a material breach of certain key provisions confers a termination right if not cured within 60 days after notice. Certain provisions, including those relating to representations, costs, confidentiality, and governing law, will survive termination.