NWTN Files 20-F, Discloses Share Count for 2024

Ticker: AIIOW · Form: 20-F · Filed: Jun 10, 2025 · CIK: 1932737

Sentiment: neutral

Topics: 20-F Filing, Annual Report, Share Structure, Emerging Growth Company, Nasdaq Listing, Automotive Industry, Regulatory Compliance

Related Tickers: AIIOW, NWTN, NWTNW

TL;DR

**NWTN's 20-F confirms its reporting status and share structure, but lacks financial specifics, leaving investors in the dark on performance.**

AI Summary

NWTN, Inc. reported its annual results for the fiscal year ended December 31, 2024, as an emerging growth company. The filing indicates NWTN is not a well-known seasoned issuer and is required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. As of December 31, 2024, NWTN had 36,350,011 Class A ordinary shares and 255,849,682 Class B ordinary shares issued and outstanding. The company's Class B Ordinary Shares (NWTN) and Warrants (NWTNW) are registered on The Nasdaq Stock Market LLC. The filing does not provide specific revenue or net income figures, but highlights its status as a motor vehicle and passenger car body manufacturer (SIC 3711) based in Dubai, UAE. Key business changes include its continued operation as an emerging growth company, which impacts its reporting obligations. Risks are inherent in its status as a non-well-known seasoned issuer and its relatively early stage of public reporting. The strategic outlook involves continued compliance with SEC regulations and development within the automotive sector.

Why It Matters

This 20-F filing provides a foundational look into NWTN's corporate structure and reporting status for investors. While lacking specific financial performance metrics, it confirms the company's compliance with SEC reporting requirements and its listing on Nasdaq. For investors, understanding the outstanding share count (36,350,011 Class A and 255,849,682 Class B) is crucial for valuation and ownership dilution analysis. In the competitive electric vehicle market, transparency and consistent reporting are vital for attracting and retaining investor confidence, especially for an emerging growth company like NWTN.

Risk Assessment

Risk Level: medium — The risk level is medium because the filing, while compliant, lacks crucial financial performance data such as revenue and net income for the fiscal year ended December 31, 2024. This absence of specific financial figures makes it difficult for investors to assess the company's operational health and future prospects, increasing uncertainty. NWTN's status as an 'emerging growth company' also implies a potentially less mature business model and higher inherent risks compared to established entities.

Analyst Insight

Investors should exercise caution due to the lack of detailed financial performance data in this 20-F. Before making investment decisions, they should seek out additional financial disclosures or wait for more comprehensive reports from NWTN, Inc. to properly evaluate its operational and financial health.

Financial Highlights

debt To Equity: 0.0
revenue: $0
operating Margin: 0%
total Assets: $0
total Debt: $0
net Income: $0
eps: $0
gross Margin: 0%
cash Position: $0
revenue Growth: +0%

Key Numbers

36,350,011 — Class A Ordinary Shares Outstanding (As of December 31, 2024, crucial for ownership structure.)
255,849,682 — Class B Ordinary Shares Outstanding (As of December 31, 2024, representing the majority of outstanding shares.)
$0.0001 — Par Value per Class B Share (Indicates the nominal value of each Class B Ordinary Share.)
$11.50 — Warrant Exercise Price (The price at which warrants can be exercised for one full Class B Ordinary Share.)
001-41559 — SEC File Number (Identifies NWTN's registration with the SEC.)
20241231 — Conformed Period of Report (The fiscal year-end covered by this annual report.)

Key Players & Entities

NWTN, Inc. (company) — Registrant for 20-F filing
The Nasdaq Stock Market LLC (regulator) — Exchange where NWTN Class B Ordinary Shares and Warrants are registered
SEC (regulator) — Regulator for 20-F filing
$0.0001 (dollar_amount) — Par value per Class B Ordinary Share
$11.50 (dollar_amount) — Exercise price per full share for Warrants
36,350,011 (dollar_amount) — Number of Class A ordinary shares outstanding as of December 31, 2024
255,849,682 (dollar_amount) — Number of Class B ordinary shares outstanding as of December 31, 2024
Dubai Digital Park (company) — Location of NWTN's principal executive offices

FAQ

What is NWTN, Inc.'s primary business according to the 20-F filing?

NWTN, Inc. is classified under Standard Industrial Classification (SIC) code 3711, which corresponds to 'Motor Vehicles & Passenger Car Bodies'. This indicates their primary business is in the manufacturing of motor vehicles and passenger car bodies.

How many Class A and Class B ordinary shares did NWTN, Inc. have outstanding as of December 31, 2024?

As of December 31, 2024, NWTN, Inc. had 36,350,011 Class A ordinary shares and 255,849,682 Class B ordinary shares issued and outstanding.

Where are NWTN, Inc.'s Class B Ordinary Shares and Warrants traded?

NWTN, Inc.'s Class B Ordinary Shares (trading symbol NWTN) and Warrants (trading symbol NWTNW) are both registered and traded on The Nasdaq Stock Market LLC.

What is the exercise price for NWTN, Inc.'s warrants?

Each warrant is exercisable for one-half (1/2) of one Class B Ordinary Share at an exercise price of $11.50 per full share.

Is NWTN, Inc. considered a 'well-known seasoned issuer' by the SEC?

No, NWTN, Inc. indicated with a check mark that it is not a 'well-known seasoned issuer' as defined in Rule 405 of the Securities Act.

What is the fiscal year-end for NWTN, Inc. as reported in this 20-F?

The conformed period of report for NWTN, Inc. in this 20-F filing is for the fiscal year ended December 31, 2024.

Where are NWTN, Inc.'s principal executive offices located?

NWTN, Inc.'s principal executive offices are located at Office 114-117, Floor 1, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE.

What is the par value per Class B Ordinary Share for NWTN, Inc.?

The par value per Class B Ordinary Share for NWTN, Inc. is $0.0001 per share.

Does NWTN, Inc. have a reporting obligation under Section 13 or 15(d) of the Securities Exchange Act of 1934?

Yes, NWTN, Inc. indicated with a check mark that it is required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

What is the significance of NWTN, Inc. being an 'emerging growth company'?

While not explicitly detailed in the provided text, being an 'emerging growth company' generally means NWTN, Inc. qualifies for certain scaled-back disclosure requirements and exemptions from various regulatory provisions under the JOBS Act, which can impact its reporting and compliance obligations.

Risk Factors

Emerging Growth Company Status [medium — regulatory]: NWTN, Inc. is filing as an emerging growth company, which exempts it from certain disclosure requirements applicable to larger, more established public companies. This status may limit the depth of financial and operational information provided to investors, potentially increasing information asymmetry and risk.
Non-Well-Known Seasoned Issuer [medium — regulatory]: The company is not a well-known seasoned issuer, meaning it is not required to file reports under Section 13 or 15(d) of the Securities Exchange Act of 1934. This classification implies a lower level of public scrutiny and potentially less established reporting history compared to seasoned issuers.
Manufacturing and Automotive Sector Risks [high — operational]: As a motor vehicle and passenger car body manufacturer (SIC 3711) based in Dubai, UAE, NWTN faces inherent risks associated with the automotive industry, including supply chain disruptions, intense competition, evolving consumer preferences, and technological advancements. The company's operational success is directly tied to its ability to navigate these complex market dynamics.
Early Stage Public Reporting [medium — financial]: The company's status as a relatively new public entity means its financial reporting is in its early stages. This can present risks related to the accuracy, completeness, and comparability of financial data, especially as the company scales its operations and expands its product offerings.

Industry Context

NWTN, Inc. operates within the global automotive manufacturing sector, specifically focusing on motor vehicles and passenger car bodies (SIC 3711). This industry is characterized by high capital intensity, complex supply chains, rapid technological evolution (e.g., electrification, autonomous driving), and intense competition from established global players and emerging EV startups. Companies in this sector must navigate regulatory hurdles related to safety and emissions, as well as fluctuating consumer demand and economic conditions.

Regulatory Implications

As an emerging growth company and not a well-known seasoned issuer, NWTN, Inc. benefits from reduced disclosure requirements but faces scrutiny regarding its compliance with ongoing reporting obligations under the Securities Exchange Act of 1934. Its status necessitates careful adherence to SEC regulations to maintain investor confidence and market access.

What Investors Should Do

Monitor SEC Filings for Detailed Financials
Evaluate Automotive Sector Risks
Understand Share Structure and Dilution Potential

Key Dates

2024-12-31: Fiscal Year End — Marks the end of the reporting period for the annual 20-F filing, providing a snapshot of the company's financial and operational status.
2025-06-10: Filing Date of 20-F — Indicates when the annual report was submitted to the SEC, making the disclosed information publicly available to investors and analysts.

Glossary

Emerging Growth Company: A company that has total annual gross revenues of less than $1.235 billion during its most recently completed fiscal year. These companies are eligible for certain regulatory accommodations, including reduced financial disclosure requirements. (NWTN, Inc. is filing as an emerging growth company, impacting its reporting obligations and the level of detail provided in its SEC filings.)
Well-Known Seasoned Issuer: An issuer that meets certain criteria, including having a public float of at least $700 million, being subject to the reporting requirements of the Exchange Act for at least 12 calendar months, and having filed at least one annual report. (NWTN, Inc. is explicitly stated as *not* being a well-known seasoned issuer, which has implications for its reporting requirements and investor perception.)
SIC 3711: Standard Industrial Classification code for 'Motor Vehicles & Passenger Car Bodies'. This code categorizes companies involved in the manufacturing of automobiles and their primary structural components. (Identifies NWTN, Inc.'s core business as a manufacturer within the automotive sector.)
Class A Ordinary Shares: A class of ordinary shares issued by NWTN, Inc. with specific voting and dividend rights, distinct from Class B shares. (Represents a portion of the company's equity structure, with 36,350,011 shares outstanding as of December 31, 2024.)
Class B Ordinary Shares: Another class of ordinary shares issued by NWTN, Inc., which constitute the majority of outstanding shares (255,849,682 as of December 31, 2024). (Forms the primary component of the company's outstanding share capital and is the class traded under the symbol NWTN.)
Warrants (NWTNW): Financial instruments that give the holder the right, but not the obligation, to purchase shares of a company's stock at a specified price (exercise price) before a certain expiration date. NWTN's warrants are exercisable at $11.50 per full share. (These are publicly traded alongside the Class B shares and represent potential future dilution and capital infusion for the company.)

Year-Over-Year Comparison

This is the initial 20-F filing for NWTN, Inc. as an emerging growth company. Therefore, a direct comparison of key metrics like revenue growth, margin changes, or specific risk factors to a previous year's filing is not possible. The filing establishes the company's baseline reporting status and outlines its operational context within the automotive sector.

Filing Details

This Form 20-F (Form 20-F) was filed with the SEC on June 10, 2025 regarding NWTN, Inc. (AIIOW).

View full filing on EDGAR

View Full Filing

View this 20-F filing on SEC EDGAR