NWTN to acquire UAE power management firm in $100 million share deal

NWTN Inc. (NASDAQ:NWTN) announced this week that it has entered into a share purchase agreement with SEET LLC, a company based in the United Arab Emirates. Under the agreement, NWTN will acquire 100% of a special purpose vehicle to be established by SEET, which will operate in the UAE’s power management and technology sector.

As part of the transaction, SEET will receive NWTN’s Class B ordinary shares valued at $100 million. The number of shares issued will be determined by the average closing price over the five trading days before the agreement was signed, rounded down to the nearest whole share. These shares will be subject to a three-year lock-up period, with staged releases: 20% will become available to SEET after one year, 40% after two years, and the remaining 40% after three years from the closing date.

The completion of the transaction is subject to several closing conditions, including the delivery of an audited, net debt-free certification by the target company, satisfactory due diligence by NWTN, and all necessary regulatory and corporate approvals. SEET may also be required to amend its name to reflect governmental affiliation if needed. The closing is expected within 30 days of the agreement’s effective date, unless otherwise agreed by the parties.

Between the signing and closing of the agreement, SEET is required to ensure that the target company operates in the ordinary course of business and maintains its key business relationships.

If SEET holds 5% or more of NWTN’s Class B ordinary shares after the transaction closes, it will have the right to nominate two executive directors or observers to NWTN’s board. SEET will also be entitled to registration rights for resale of shares and cost-sharing on transfer taxes.

The agreement allows for termination by mutual consent, if closing does not occur within 90 days, if material issues are found in due diligence, or if any closing conditions are not met.

This information is based on a statement provided in a recent SEC filing.

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