0001213900-22-071480.txt : 20221114 0001213900-22-071480.hdr.sgml : 20221114 20221114061635 ACCESSION NUMBER: 0001213900-22-071480 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20221114 DATE AS OF CHANGE: 20221114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NWTN, Inc. CENTRAL INDEX KEY: 0001932737 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-41559 FILM NUMBER: 221379732 BUSINESS ADDRESS: STREET 1: OFF 114-117, FLR 1, BLD A, PO BOX 600 STREET 2: DUBAI DIGITAL PARK, DUBAI SILICON OASIS CITY: DUBAI STATE: C0 ZIP: 00000 BUSINESS PHONE: 971 4 259 0405 MAIL ADDRESS: STREET 1: OFF 114-117, FLR 1, BLD A, PO BOX 600 STREET 2: DUBAI DIGITAL PARK, DUBAI SILICON OASIS CITY: DUBAI STATE: C0 ZIP: 00000 8-A12B 1 ea168519-8a12b_nwtninc.htm FOR REGISTRATION OF CERTAIN CLASSES

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934

NWTN Inc.
(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		Not Applicable
(Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

c/o

Alan Nan WU
Office 114-117, Floor 1, Building A1,
Dubai Digital Park, Dubai Silicon Oasis,
Dubai, UAE
(971) 5-0656-3888
(Address of Principal Executive Offices, including Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be Registered		Name of Each Exchange on Which Each Class is to be Registered
Class B Ordinary Shares, with par value $0.0001 per share		The Nasdaq Stock Market LLC

Warrants, each exercisable for one-half (1/2) of one Class B Ordinary Share at an exercise price of $11.50 per full share		The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:
333-266322

Securities to be registered pursuant to Section 12(g) of the Act:

None.

Item 1. Description of Registrant’s Securities to be Registered.

The securities to be registered hereby are Class B ordinary shares (the “Ordinary Shares”) and warrants, each warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), of NWTN Inc. (the “Company”).

The description of the Ordinary Shares and Warrants contained in the section entitled “Description of Pubco Securities” in the proxy statement/prospectus included in the Company’s Registration Statement on Form F-4 (File No. 333-266322), as amended from time to time, (the “Registration Statement”), to which this Form 8-A relates, is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that is subsequently filed is also incorporated by reference herein.

Item 2. Exhibits.

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed herewith or incorporated by reference, because no other securities of the Registrant are registered on the Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Exchange Act.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

	NWTN INC.

	By:	/s/ Alan Nan WU
	Name:	Alan Nan WU
	Title:	Chief Executive Officer, Executive Director and Chairman

Dated: November 14, 2022