Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information Line Items | |
Entity Registrant Name | NWTN, Inc. |
Document Type | 20-F |
Current Fiscal Year End Date | --12-31 |
Amendment Flag | false |
Entity Central Index Key | 0001932737 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Filer Category | Non-accelerated Filer |
Entity Well-known Seasoned Issuer | No |
Document Period End Date | Dec. 31, 2022 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Shell Company | false |
Entity Ex Transition Period | true |
ICFR Auditor Attestation Flag | false |
Document Registration Statement | false |
Document Annual Report | true |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 001-41559 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Office 114-117, Floor 1 |
Entity Address, Address Line Two | Building A1,Dubai Digital Park |
Entity Address, Address Line Three | Dubai Silicon Oasis |
Entity Address, City or Town | Dubai |
Entity Address, Country | AE |
Entity Interactive Data Current | Yes |
Document Accounting Standard | U.S. GAAP |
Auditor Firm ID | 5395 |
Auditor Name | Marcum Asia CPAs LLP |
Auditor Location | New York, NY |
Entity Address, Postal Zip Code | 000000 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | Office 114-117, Floor 1 |
Entity Address, Address Line Two | Building A1,Dubai Digital Park |
Entity Address, Address Line Three | Dubai Silicon Oasis |
Entity Address, City or Town | Dubai |
Entity Address, Country | AE |
Contact Personnel Name | Alan Nan WU |
City Area Code | (971) |
Local Phone Number | 5-0656-3888 |
Contact Personnel Email Address | IR@NWTNMotors.com |
Entity Address, Postal Zip Code | 000000 |
Class B Ordinary Shares, with par value $0.0001 per share | |
Document Information Line Items | |
Trading Symbol | NWTN |
Title of 12(b) Security | Class B Ordinary Shares, with par value $0.0001 per share |
Security Exchange Name | NASDAQ |
Warrants, each exercisable for one-half (1/2) of one Class B Ordinary Share at an exercise price of $11.50 per full share | |
Document Information Line Items | |
Trading Symbol | NWTNW |
Title of 12(b) Security | Warrants, each exercisable for one-half (1/2) of one Class B Ordinary Share at an exercise price of $11.50 per full share |
Security Exchange Name | NASDAQ |
Class A Ordinary Shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 32,715,010 |
Class B Ordinary Shares | |
Document Information Line Items | |
Entity Common Stock, Shares Outstanding | 253,470,511 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 211,863,630 | $ 21,301 | |
Restricted cash | 146,043 | 39,196 | |
Advance to suppliers, net | 1,440,000 | ||
Inventories | 2,106,957 | ||
Deferred offering costs | 284,660 | ||
Prepaid expenses and other current assets | 24,722,060 | 7,315,190 | |
Amounts due from related parties | 6,205,878 | ||
Total current assets | 240,278,690 | 13,866,225 | |
Non-current assets: | |||
Property and equipment, net | 1,705,339 | 33,476 | |
Intangible assets, net | 6,569 | ||
Operating lease right-of-use asset, net | 5,328,786 | ||
PIPE escrow account | 100,000,005 | ||
Long-term investments | 2,887,272 | ||
Total non-current assets | 109,927,971 | 33,476 | |
TOTAL ASSETS | 350,206,661 | 13,899,701 | |
Current liabilities: | |||
Accounts payable | 4,955,086 | 8,106,757 | |
Loans from a third party | 16,818,419 | 25,391,607 | |
Warrant liabilities | 500,662 | ||
Amounts due to related parties | 5,799,452 | 7,541,910 | |
Accrued expenses and other current liabilities | 33,507,781 | 28,347,242 | |
Lease liabilities, current | 1,549,725 | ||
Total current liabilities | 63,131,125 | 69,387,516 | |
Non-current liabilities: | |||
Amounts due to a related party, non-current | 4,922,287 | ||
Lease liabilities, non current | 3,920,806 | ||
Total non-current liabilities | 8,843,093 | ||
TOTAL LIABILITIES | 71,974,218 | 69,387,516 | |
Shareholders’ equity | |||
Class A Ordinary shares (par value of US$0.0001 per share; 100,000,000 and 100,000,000 Class A Ordinary Shares authorized, as of December 31, 2022 and 2021, respectively; 32,715,010 and 32,715,010 Class A Ordinary Shares issued and outstanding as of December 31, 2022 and 2021, respectively) | [1] | 3,272 | 3,272 |
Class B Ordinary Shares (par value of US$0.0001 per share; 400,000,000 and 400,000,000 Class B Ordinary Shares authorized, as of December 31, 2022 and 2021, respectively; 253,470,511 and 207,314,707 Class B Ordinary Shares issued and outstanding as of December 31, 2022 and 2021, respectively) | [1] | 25,346 | 20,731 |
Subscription receivables | (575,587) | (2,717) | |
Additional paid-in capital | 576,270,758 | 208,989,097 | |
Accumulated deficit | (292,234,660) | (251,515,328) | |
Accumulated other comprehensive loss | (2,684,640) | (10,035,875) | |
NWTN Shareholders’ equity/(deficit) | 280,804,489 | (52,540,820) | |
Non-controlling interests | (2,572,046) | (2,946,995) | |
Total Shareholders’ equity/(deficit) | 278,232,443 | (55,487,815) | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY/(DEFICIT) | $ 350,206,661 | $ 13,899,701 | |
[1] Shares are related to the reverse recapitalization for the business combination and reorganization for the founding shareholders are presented on a retroactive basis to reflect both the reverse recapitalization and the reorganization. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class A Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 32,715,010 | 32,715,010 |
Ordinary shares, shares outstanding | 32,715,010 | 32,715,010 |
Class B Ordinary Shares | ||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 400,000,000 | 400,000,000 |
Ordinary shares, shares issued | 253,470,511 | 207,314,707 |
Ordinary shares, shares outstanding | 253,470,511 | 207,314,707 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Net revenue | |||
Cost of revenues | |||
Gross profit | |||
Operating expenses: | |||
General and administrative expenses | (23,056,792) | (10,041,684) | (9,041,982) |
Selling expenses | (1,557,360) | ||
Research and development expenses | (15,831,686) | (724,700) | (1,860,923) |
Total operating expenses | (40,445,838) | (10,766,384) | (10,902,905) |
Loss from operations | (40,445,838) | (10,766,384) | (10,902,905) |
Other loss: | |||
Other expenses, net | (164,195) | (318,392) | (413,217) |
Interest expenses, net | (36,767) | (1,980,044) | (1,333,629) |
Financial expenses | (353,173) | ||
Changes in fair value of warrant liabilities | (238,137) | ||
Investment loss | (12,767) | ||
Total other loss | (805,039) | (2,298,436) | (1,746,846) |
Loss before income tax provision | (41,250,877) | (13,064,820) | (12,649,751) |
Income tax provision | (9) | ||
Net loss | (41,250,886) | (13,064,820) | (12,649,751) |
Less: Net loss contributed to noncontrolling interests from continuing operations | (531,554) | (675,869) | (737,560) |
Net loss attributable to shareholders | (40,719,332) | (12,388,951) | (11,912,191) |
Other comprehensive loss | |||
Foreign currency translation gain/(loss) | 7,536,284 | (5,076,180) | (12,947,493) |
Total comprehensive loss | $ (33,714,602) | $ (18,141,000) | $ (25,597,244) |
Loss per ordinary share attributable to shareholders | |||
Basic and Diluted (in Dollars per share) | $ (0.17) | $ (0.05) | $ (0.05) |
Weighted average number of ordinary shares outstanding | |||
Basic and Diluted (in Shares) | 245,883,447 | 240,029,717 | 240,029,717 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parentheticals) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Loss per ordinary share, diluted | $ (0.17) | $ (0.05) | $ (0.05) |
Weighted average number of ordinary shares ,diluted | 245,883,447 | 240,029,717 | 240,029,717 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ Equity/(Deficit) - USD ($) | Class A Ordinary Shares | Class B Ordinary Shares | Subscription receivables | Additional paid-in capital | Accumulated deficit | Accumulated other comprehensive income | Total Company’s (deficit)/equity | Non-controlling interests | Total |
Balance at Dec. 31, 2019 | $ 3,272 | $ 20,731 | $ (33,516) | $ 48,995,465 | $ (227,214,186) | $ 6,889,950 | $ (171,338,284) | $ (11,092,138) | $ (182,430,422) |
Balance (in Shares) at Dec. 31, 2019 | 32,715,010 | 207,314,707 | |||||||
Net loss | (11,912,191) | (11,912,191) | (737,560) | (12,649,751) | |||||
Foreign currency translation adjustment | (12,162,094) | (12,162,094) | (785,399) | (12,947,493) | |||||
Balance at Dec. 31, 2020 | $ 3,272 | $ 20,731 | (33,516) | 48,995,465 | (239,126,377) | (5,272,144) | (195,412,569) | (12,615,097) | (208,027,666) |
Balance (in Shares) at Dec. 31, 2020 | 32,715,010 | 207,314,707 | |||||||
The acquisition of non-controlling interests | (2,854,124) | (2,854,124) | 2,832,155 | (21,969) | |||||
Issuance of ordinary shares | 30,799 | 30,799 | 30,799 | ||||||
Conversion of convertible debt | 162,847,756 | 162,847,756 | 7,824,265 | 170,672,021 | |||||
Net loss | (12,388,951) | (12,388,951) | (675,869) | (13,064,820) | |||||
Foreign currency translation | (4,763,731) | (4,763,731) | (312,449) | (5,076,180) | |||||
Balance at Dec. 31, 2021 | $ 3,272 | $ 20,731 | (2,717) | 208,989,097 | (251,515,328) | (10,035,875) | (52,540,820) | (2,946,995) | (55,487,815) |
Balance (in Shares) at Dec. 31, 2021 | 32,715,010 | 207,314,707 | |||||||
The acquisition of non-controlling interests | (721,454) | (721,454) | 721,454 | ||||||
Share-based compensation | 3,197,050 | 3,197,050 | 3,197,050 | ||||||
Net loss | (40,719,332) | (40,719,332) | (531,554) | (41,250,886) | |||||
Foreign currency translation | 7,351,235 | 7,351,235 | 185,049 | 7,536,284 | |||||
Shareholder contribution | 2,717 | 2,717 | 2,717 | ||||||
Reverse recapitalization | $ 653 | (8,356,772) | (8,356,119) | (8,356,119) | |||||
Reverse recapitalization (in Shares) | 6,532,646 | ||||||||
Equity financing through PIPE | $ 3,898 | 399,996,102 | 400,000,000 | 400,000,000 | |||||
Equity financing through PIPE (in Shares) | 38,986,354 | ||||||||
Offering costs | (34,156,448) | (34,156,448) | (34,156,448) | ||||||
Execution of warrants to ordinary shares | $ 64 | (575,587) | 7,323,183 | 6,747,660 | 6,747,660 | ||||
Execution of warrants to ordinary shares (in Shares) | 636,804 | ||||||||
Balance at Dec. 31, 2022 | $ 3,272 | $ 25,346 | $ (575,587) | $ 576,270,758 | $ (292,234,660) | $ (2,684,640) | $ 280,804,489 | $ (2,572,046) | $ 278,232,443 |
Balance (in Shares) at Dec. 31, 2022 | 32,715,010 | 253,470,511 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (41,250,886) | $ (13,064,820) | $ (12,649,751) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 44,682 | 16,153 | 61,178 |
Amortization of operating lease right-of-use asset | 703,904 | ||
Changes in fair value of warrant liabilities | 238,137 | ||
Investment loss | 12,767 | ||
Loss on disposal of property and equipment | 43,541 | ||
Provision for doubtful accounts | 1,129,993 | ||
Gain on settlement of amounts due to a related party | (62,008) | ||
Gain on settlement of loans from a third party | (658,092) | ||
Gain on settlement of payables associate with litigations | (1,053,395) | ||
Individual income tax expenses of settlement of employee lawsuits | 1,498,421 | ||
Share-based compensation | 3,197,050 | ||
Changes in assets and liabilities: | |||
Advance to supplier | (1,475,995) | 30,234 | |
Deferred offering costs | (281,209) | ||
Inventories, net | (1,670,193) | ||
Prepaid expenses and other current assets | (11,412,275) | 437,536 | 1,378,411 |
Amounts due from related parties, net | 5,116 | (8,304) | |
PIPE escrow account | (100,000,005) | ||
Operating lease | (563,907) | ||
Accounts payable | (2,456,329) | 249,167 | 124,945 |
Accrued expenses and other current liabilities | (11,489,688) | 6,022,652 | 9,226,781 |
Amounts due to related parties | (12,031,429) | 570,540 | |
Net cash used in operating activities | (178,367,233) | (6,106,873) | (662,972) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (1,207,225) | ||
Proceeds on disposal of property and equipment | 266,982 | ||
Purchases of intangible asset | (6,733) | ||
Cash consideration for purchase of non-controlling interests | (21,703) | ||
Loan to a related party | (1,489,853) | ||
Collection of loan to related parties | 5,840,626 | ||
Loan to a third party | (7,000,000) | ||
Purchases of long-term investments | (2,972,210) | ||
Net cash (used in)/provided by investing activities | (6,835,395) | (21,703) | 266,982 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Loan proceeds from related parties, current | 2,893,667 | 6,151,351 | |
Loan proceeds from related parties, noncurrent | 5,045,326 | ||
Repayments of loan from a related party | |||
Proceeds from convertible debt | 2,229,157 | ||
Repayments of convertible debt | (2,229,157) | ||
Loan proceeds from third parties | 272,413 | 217,259 | |
Repayments of loan from a third party | (6,149,837) | ||
Payments of offering cost | (16,231,089) | ||
Proceeds from issuance of ordinary shares | 2,717 | 30,799 | |
Cash acquired on reverse recapitalization | 8,794 | ||
Proceeds from PIPE | 400,000,000 | ||
Proceeds from execution of warrants | 6,747,660 | ||
Net cash provided by financing activities | 392,589,651 | 6,182,150 | 217,259 |
Effect of exchange rate changes | 4,562,153 | 609 | 1,876 |
Net increase in cash and cash equivalents | 211,949,176 | 54,183 | (176,855) |
Cash and cash equivalents and restricted cash, at beginning of the period | 60,497 | 6,314 | 183,169 |
Cash and cash equivalents and restricted cash, at end of the period | 212,009,673 | 60,497 | 6,314 |
SUPPLEMENTAL DISCLOSURE OF NON CASH FLOW INFORMATION: | |||
Repayments of Magic loan by Mr. Nan Wu | 3,337,792 | ||
Repayments of Magic loan by My Car | 3,056,427 | ||
Expenses paid by the Company on behalf of related parties | 6,082,991 | ||
Expenses paid by related parties on behalf of the Company | 3,223,553 | ||
The claim on My Car transferred to Mr. Nan Wu | 1,489,853 | ||
Settlement of Puluo Debts (Note 17) | 168,661,251 | ||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Interest paid | $ 84,218 |
Organization and Principal Acti
Organization and Principal Activities | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Principal Activities [Abstract] | |
ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES ICONIQ HOLDING LIMITED (“ICONIQ”) was incorporated under the laws of the Cayman Islands on March 11, 2021 as an exempted company with limited liability. On April 15, 2022, ICONIQ entered into a business combination agreement, as amended on September 28, 2022 (the “Business Combination Agreement”), with (i) East Stone Acquisition Corporation, a British Virgin Islands business company (“East Stone” or the “Purchaser”), (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity as the representative of East Stone and the shareholders of East Stone immediately prior to Closing from and after the Closing (the “Purchaser Representative”), (iii) NWTN Inc. (“NWTN”, or the “Company”), an exempted company incorporated with limited liability in the Cayman Islands (the “Pubco”), (iv) Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Pubco (the “First Merger Sub”), and (v) Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) the First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of the Company being converted into the right to receive shares of Pubco; and (b) the Second Merger Sub will merge with and into East Stone (the “Second Merger”, and together with the First Merger, the “Mergers”), with East Stone surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the outstanding securities of East Stone being converted into the right to receive substantially equivalent securities of the Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions”). The Company and its subsidiaries primarily engage in smart electric vehicles design and development through its direct or indirectly owned subsidiaries (collectively, the “Group”) in the People’s Republic of China (“PRC” or “China”). Reverse recapitalization On November 11, 2022 (the “Closing Date”), East stone and NWTN consummated the closing of the Transaction of East Stone and NWTN, following the approval at a Special Meeting of the shareholders on November 10, 2022. Following the consummation of the Transaction, ICONIQ as a wholly-owned subsidiary of NWTN and the outstanding shares of ICONIQ being converted into the right to receive shares of NWTN, the combined company will retain the NWTN name. ICONIQ was determined to be the accounting acquirer given ICONIQ effectively controlled the combined entity after the transaction. The transaction is not a business combination because East Stone was not a business. The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of shares by ICONIQ for the net monetary assets of the Company, accompanied by a recapitalization. ICONIQ is determined as the accounting acquirer and the historical financial statements of ICONIQ became the Company’s historical financial statements, with retrospective adjustments to give effect of the reverse recapitalization. All of the Class A ordinary shares of ICONIQ that were issued and outstanding immediately prior to the First Merger were cancelled and converted into an aggregate of 32,715,010 Pubco Class A ordinary shares (the “Pubco Class A Ordinary Shares”). All of the Class B ordinary shares of ICONIQ that were issued and outstanding immediately prior to the First Merger were cancelled and converted into an aggregate of 207,314,707 Pubco Class B ordinary shares (the “Pubco Class B Ordinary Shares”), which has been restated retrospectively to reflect the equity structure of the Company. Loss per share is retrospectively restated using the historical weighted-average number of ordinary shares outstanding multiplied by the exchange ratio. The par value of ordinary shares remained $0.0001, the difference of $9,513 was adjusted retrospectively as in addition paid-in capital as of December 31, 2022. The consolidated statements of changes in shareholders’ deficit for the years ended December 31, 2021 and 2020 were also adjusted retrospectively to reflect these changes. The weighted average number of ordinary shares outstanding used in computing net loss per ordinary share - basic and diluted was adjusted retrospectively from 335,164,567 to 240,029,717 for the years ended December 31, 2021 and 2020. The loss per share before and after the retrospective adjustments are as follows. For the years ended December 31, 2021 2020 Before After Before After Net loss per share attributable to ordinary shareholders of NWTN - Basic and diluted (0.04 ) (0.05 ) (0.04 ) (0.05 ) Weighted average shares used in calculating net loss per share - Basic and diluted 335,164,567 240,029,717 335,164,567 240,029,717 History of the Group and Reorganization The Company commenced its operation through Tianjin Tianqi Group Co., Ltd (“Tianqi Group”) since 2017. In preparation for its IPO, the Group completed a reorganization (the “Reorganization”) on January 19, 2022, which involved the following steps: ● Formation of ICONIQ, ICONIQ Motors Limited, ICONIQ Global Limited, ICONIQ (Tianjin) Investment Co. Ltd (“WFOE”), ICONIQ Green Technology FZCO (“FZCO”), ICONIQ (Tianjin) Motors Ltd. ● WFOE obtained 94.66% of the equity interests of Tianqi Group by increasing in the registered capital of Tianqi Group (the “Capital Increase”). The shareholders and their respective equity interests in the entities remain similar immediately before and after the capital injection in Tianqi Group. Accordingly, the combination has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure existed at that time, the entities under common control are presented on a combined basis for all periods to which such entities were under common control (“Reorganization”). Since all of the subsidiaries were under common control for the entirety of the years ended December 31, 2022, 2021 and 2020, the results of these subsidiaries are included in the financial statements for both periods, and the equity has been restated to reflect the change as well. As of the issuance date of the financial statements, the details of the Company’s subsidiaries are as follows. Name Date of Place of Percentage of Principal ICONIQ March 11, 2021 the Cayman Islands 100% Investment holding FZCO March 22, 2022 Dubai 100% Business management, operations, commercialization NWTN Technology USA INC. October 20, 2022 USA 100% Investment holding NWTN Automobile Cars Trading Sole Proprietary LLC February 23, 2023 Dubai 100% Vehicle wholesale and retail NWTN Technologies Industries Solo Proprietorship L.L.C. November 22, 2022 Dubai 100% Business management, operations, commercialization ICONIQ Motors Limited March 24, 2021 British Virgin Islands 100% Investment holding ICONIQ Global Limited April 28, 2021 Hong Kong, PRC 100% Investment holding Suez Top Ventures Limited November 25, 2021 Hong Kong, PRC 100% Investment holding ICONIQ (Tianjin) Investment Co. Ltd (“WFOE”) July 15, 2021 PRC 100% Investment holding ICONIQ (Tianjin) Motors Co., Ltd. August 11, 2021 PRC 100% Investment holding NWTN (Zhejiang) Motors Limited June 14, 2022 PRC 100% Business management, operations, commercialization NWTN Smart Motors Shenzhen New Technology Limited December 30, 2022 PRC 100% Technology development Tianqi Group September 5, 2016 PRC 95.88% Design and technology development Jiangsu ICONIQ New Energy Automobile Manufacturing Co., Ltd. April 18, 2018 PRC 95.88% Manufacturing of vehicles Shanghai Zunyu Automobile Sales Co., Ltd. (“Shanghai Zunyu”) December 27, 2014 PRC 95.88% Vehicle wholesale and retail Shanghai ICONIQ New Energy Development Co., Ltd. (“Shanghai ICONIQ”) April 25, 2014 PRC 95.88% Technology development Tianjin Tianqi New Energy December 7, 2018 PRC 95.88% Technology development East Stone August 9, 2018 BVI 100% Investment holding |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of presentation and principles of consolidation The consolidated financial statements include the financial statements of the Group. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) to reflect the financial position, results of operations and cash flows of the Group. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. A non-controlling interest is recognized to reflect the portion of the subsidiaries’ equity which is not attributable, directly or indirectly, to the Group. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheet and net income and other comprehensive income are attributed to controlling and non-controlling interests respectively. (b) Use of estimates The preparation of the consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, assessment for impairment of long-lived assets and intangible assets, provision for doubtful accounts, warrant liabilities as well as the realization of deferred income tax assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. (c) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, the Group’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use. (d) Restricted cash Restricted cash consists of litigation frozen deposits. (e) Deferred offering costs Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to (i) the business combination among East Stone Acquisition Corporation, Navy Sail International Limited, NWTN Inc., Muse Merger Sub I Limited, Muse Merger Sub II Limited and the Company and (ii) the issuance of Class B ordinary shares to third parties. These costs, together with the underwriting discounts and commissions, were $34.2 million on the Closing and charged to additional paid-in capital in permanent equity. (f) Inventories Inventories, consisting of smart electric vehicles purchased by the company, are stated at the lower of cost or net realizable value, with net realized value represented by estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged products, which is dependent upon factors such as historical and forecasted consumer demand. No inventory write-down was recorded for the years ended December 31, 2022. (g) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows: Category Estimated Electronic equipment 5 years Vehicles 5 years Production facilities 10 years Battery and charging swap infrastructure 5 years Furniture 5 years Repair and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of income. (h) Intangible assets, net Intangible assets are carried at cost less accumulated amortization and any recorded impairment. Intangible assets are amortized using the straight-line approach over the estimated economic useful lives of the assets as follows: Category Estimated Software 2 years Trademark 10 years (i) Impairment of long-lived assets The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. (j) Long term investment Equity investments accounted for using the equity method The Group applies the equity method of accounting to equity investments, in common stock or in-substance common stock, over which it has significant influence but does not own a majority equity interest or otherwise control. Under the equity method, the Group initially records its investment at cost. The difference between the cost of the equity investment and the amount of the underlying equity in the net assets of the equity investee is recognized as equity method goodwill or as an intangible asset as appropriate, which is included in the equity method investment on the consolidated balance sheets. The Group subsequently adjusts the carrying amount of the investment to recognize the Group’s proportionate share of each equity investee’s net income or loss into consolidated statements of operations and comprehensive loss after the date of investing. The Group makes assessment of whether an investment is impaired based on performance and financial position of the investee as well as other evidence of market value at each reporting date. Such assessment includes, but is not limited to, reviewing the investee’s cash position, recent financing, as well as the financial and business performance. The Group recognizes an impairment loss equal to the difference between the carrying value and fair value in the consolidated statements of operations and comprehensive loss if any. (k) Fair value measurement Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are: ● Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. ● Level 3 — Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Financial assets and liabilities of the Group primarily consist of cash, amounts due from related parties, other receivables included in prepayments and other current assets, equity investment, accounts payable, loan from a third party, warrant liabilities, amounts due to related parties, other payables included in accrued expenses and other current liabilities. warrant liabilities and equity investments were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy. The Group’s non-financial assets, such as property and equipment as well as intangible assets, would be measured at fair value only if they were determined to be impaired. The following table details the fair value measurements of liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement, as of December 31 and November 11, 2022. Fair Value Measurement using Level 1 Level 2 Level 3 Total fair value Warrant liabilities: As of December 31, 2022 $ - $ - $ 500,662 $ 500,662 As of November 11, 2022 $ - $ - $ 262,525 $ 262,525 The fair value of the Private Warrants and the Representative Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. As of December 31, 2022, the fair value of the Private Warrants and the Representative Warrants were $0.58 and $0.58 per share, with an exercise price of $11.50 and $12.00 per share, respectively. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Private Representative Fair value as of December 31, 2021 - - Acquired from the Business Combination 62,346 200,179 Settlements - - Change in fair value 38,944 199,193 Fair value as of December 31, 2022 101,290 399,372 The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Private and Private and Expected term (in years) 5.00 4.86 Volatility 14.94 % 0.00 % Risk-free interest rate 4.12 % 4.03 % Dividend yield 0.00 % 0.00 % (l) Common stock warrants The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the warrant liabilities are recognized in the consolidate statement of operations as incurred. The Group issued 350,000 Private Warrants, 690,000 Representative Warrants and 13,800,000 Public Warrants in connection with its Transaction. The Public Warrants met the criteria for equity classification and are recorded as additional paid-in capital on the Consolidated Balance Sheet at the completion of the Business Combination. The Private Warrants contain exercise and settlement features that may change with a change in the holder, which precludes the Private Warrants from being indexed to the Company’s own stock. For Representative Warrants, net cash settlement is assumed under ASC 815-40 as the Company is required to deliver registered shares to the purchasers of Representative Warrants. Therefore, both the Private Warrants and the Representative Warrants are recognized as derivative liabilities on the Consolidated Balance Sheet at fair value, with subsequent changes in fair value recognized in the Consolidated Statement of Operations and Comprehensive Loss at each reporting date until exercised. (m) Commitments and contingencies In the normal course of business, the Group is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Group recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Group may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter. (n) Litigation The Group and its operations from time to time may be parties to or targets of lawsuits, claims, investigations, and proceedings including product liability, personal injury, patent and intellectual property, commercial, contract, environmental, health and safety, and environmental matters, which are handled and defended in the ordinary course of business. The Group accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Group accrues the minimum amount. (o) Research and development expenses Research and development expenses consist primarily of design and development expenses with new technology, payroll and related expenses for research and development professionals, materials and supplies and other R&D related expenses. Research and development expenses are expensed as incurred. (p) General and administrative expenses General and administrative expenses mainly consist of (i) staff cost and depreciation related to general and administrative personnel, (ii) share-based compensation, (iii) professional service fees, (iv) properties rental fees, and (v) other corporate expenses. (q) Selling and marketing expenses Selling and marketing expenses mainly consist of marketing, promotional and advertising expenses. The advertising expenses were $0.9 million, nil nil (r) Share-based compensation Share-based compensation expense arises from the contingent payment of issuing Class A ordinary shares as contemplated by the Business Combination Agreement. Share-based compensation expense is recognized using the straight-line method over the vested period. All the Group’s grants of share-based awards were classified as equity awards and are recognized in the financial statements based on their grant date fair values using quoted market price. (s) Employee benefits The Company’s subsidiaries in PRC participate in a government mandated, multiemployer, defined contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in the PRC to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of qualified employees. The Group has no further commitments beyond its monthly contribution. Employee social benefits included as expenses in the accompanying consolidated statements of operations and comprehensive loss amounted to $0.9 million, $0.4 million and $0.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. (t) Leases Prior to the adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance including ASU No. 2017-13, ASU No. 2018-10, ASU No. 2018-11, ASU No. 2018-20, and ASU No. 2019-01 (collectively, “Topic 842”), operating leases were not recognized on the consolidated balance sheets, instead, rental expenses with fixed payments were recognized on a straight-line basis over the lease term. Effective January 1, 2022, the Group adopted Topic 842 using a modified retrospective transition approach for leases that exist at, or are entered into after January 1, 2022, and has not recast the comparative periods presented in the consolidated financial statements. At the inception of a contract, the Group determines if the arrangement is, or contains, a lease. Operating lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Operating lease right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred and less any lease incentives received. As the rate implicit in the lease cannot be readily determined, the Group uses incremental borrowing rate at the lease commencement date in determining the imputed interest and present value of lease payments. The incremental borrowing rate is determined based on the rate of interest that the Group would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. The lease term for all of the Group’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Group’s option to extend (or not to terminate) the lease that the Group is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. For operating leases, the Group recognizes a single lease cost on a straight-line basis over the remaining lease term. The Group has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less and the Group recognizes lease expense for these leases on a straight-line basis over the lease terms. (u) Income taxes The Group accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Group’s operating subsidiaries in PRC are subject to examination by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five ten The Group accrued income tax payable of $9 for the year ended December 31, 2022. The Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. (v) Foreign currency transactions and translations The functional and reporting currency of the Company is the United States Dollar (“US$”). The Company’s operating subsidiaries in China, Dubai and the United States use their respective currencies Renminbi (“RMB”), United Arab Emirates Dirham (“AED”), and US$ as their functional currencies. The results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive loss included in consolidated statements of changes in shareholders’ equity/(deficit). Gains and losses from foreign currency transactions are included in the results of operations. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements: As of Balance sheet items, except for equity accounts 2022 2021 US$ against RMB 6.8972 6.3726 US$ against AED 3.6722 Not applicable For the years ended December 31, Items in the statements of operations and comprehensive loss, and statements of cash flows 2022 2021 2020 US$ against RMB 6.7290 6.4508 6.9042 US$ against AED 3.6709 Not applicable Not applicable No representation is made that the RMB and AED amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. (w) Loss per share Basic loss per share is computed by dividing net loss attributable to ordinary shareholders, taking into consideration the deemed dividends to preferred shareholders (if any), by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered as outstanding shares and included in the computation of basic loss per share as of the date that all necessary conditions have been satisfied. Net losses are not allocated to other participating securities if based on their contractual terms they are not obligated to share the losses. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the preferred shares, using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such share would be anti-dilutive. (x) Segment reporting The Group uses the management approach in determining its operating segments. The Group’s chief operating decision maker (“CODM”) identified as the Group’s Chief Executive Officer, relies upon the consolidated results of operations as a whole when making decisions about allocating resources and assessing the performance of the Group. As a result of the assessment made by CODM, the Group has only one reportable segment. The Group does not distinguish between markets or segments for the purpose of internal reporting. Geographic information The majority of the Group’s long-lived assets other than financial instruments, including Property and equipment, net, Intangible assets, net, Operating lease right-of-use asset, net, PIPE escrow account and Long-term investments as of December 31, 2022 and 2021, were located in the Mainland China, the United States, the United Arab Emirates. The following table sets forth the disaggregation of the Groups long-lived assets by geographic area: As of December 31, 2022 2021 The United States $ 100,293,638 $ - The United Arab Emirates 5,483,788 - Mainland China 4,150,545 33,476 Total $ 109,927,971 $ 33,476 (y) Recent accounting pronouncements The Group is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses”, which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02 to provide additional guidance on the credit losses standard. For all other entities, the amendments for ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Adoption of the ASUs is on a modified retrospective basis. The Group will adopt ASU 2016-13 from January 1, 2023. The Company does not expect the adoption to have a material impact on its consolidated financial statements. Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 3. INVENTORIES Inventories consisted of the following: As of 2022 2021 Smart electric vehicles $ 2,106,957 $ - No inventory write-down was recorded for the years ended December 31, 2022, 2021 and 2020. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets, consisted of the following: As of 2022 2021 Loan to third parties (i) $ 7,000,000 $ - Receivable from a third party (ii) 3,800,000 - Prepaid expenses (iii) 9,061,895 - Advance to a third-party individual (iv) 2,000,000 - Rent deposit 1,494,588 124,618 Deductible input VAT 1,185,903 6,881,223 Advance to staff 165,288 255,430 Others 14,386 53,919 Total $ 24,722,060 $ 7,315,190 (i) In 2022, the Group provided an interests-free loan of $1.0 million to a shareholder, who held 4.3% equity interests of NWTN, and an interests-free loan of $6.0 million to a third party, for their ordinary operations. These loans would be due in October through December 2023. (ii) In 2022, the Group engaged a third party for marketing services with a total consideration of $6.0 million. The Group wrongly prepaid $3.8 million of the consideration to another third party, which was collected by the Group in January 2023. (iii) Prepaid expenses primarily consisted of directors’ and officers’ insurance expenses to be amortized within a year and prepaid commission expenses for financing services as of December 31, 2022. (iv) In 2022, the Group engaged a shareholder, who held 0.4% equity interests of NWTN as of December 31, 2022 and is experienced in investing and financing for investment and financing consulting for the period from January 2023 to January 2024. In 2022, the Group paid an amount of $2 million to this individual as prepayment, which would be expensed as the services provided to the Group. The Group recorded bad debt expense of nil nil nil |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT, NET | 5. PROPERTY AND EQUIPMENT, NET Property and equipment, net, consisted of the following: As of 2022 2021 Vehicles $ 515,068 $ - Electronic equipment 177,684 71,968 Production facilities 376,929 - Battery and charging swap infrastructure 68,416 - Furniture 45,524 - Construction in process 601,603 - Less: accumulated depreciation (79,885 ) (38,492 ) Property and equipment, net $ 1,705,339 $ 33,476 Depreciation expenses were $44,682, $13,508 and $39,573 for the years ended December 31, 2022, 2021 and 2020, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net [Abstract] | |
INTANGIBLE ASSETS, NET | 6. INTANGIBLE ASSETS, NET Intangible assets, net, consisted of the following: As of 2022 2021 Software $ 43,254 $ 46,814 Trademark 6,569 - Less: accumulated amortization (43,254 ) (46,814 ) Intangible asset, net $ 6,569 $ - Amortization expenses were nil |
Pipe Escrow Account
Pipe Escrow Account | 12 Months Ended |
Dec. 31, 2022 | |
Pipe Escrow Account [Abstract] | |
PIPE ESCROW ACCOUNT | 7. PIPE ESCROW ACCOUNT In September 2022, NWTN and Al Ataa Investment LLC (“PIPE Investor” or the “Pledgee”), a company incorporated in Abu Dhabi Global Market entered into a PIPE Subscription Agreement for PIPE Investor investing US$200 million into NWTN. Following the execution of PIPE Subscription Agreement, in September 2022, seven shareholders of ICONIQ (“Pledgor”), and PIPE Investor entered into a Cash Pledge Agreement. The agreement shall take effect and shall expire two years from the date the Pledgee transfers the US$200 million into the account. Pursuant to the Cash Pledge Agreement, the Pledgor agreed to pledge as following: (a) To cover Pledgee’s PIPE investment in NWTN by reimbursing the Pledgee the difference between the sales price of Pledgee’s NWTN stocks in open market and the $10.26 book value of Pledgee’s holding shares, if the sales price is lower than the $10.26 book value, for a period of 24 months. (b) To award Pledgee’s PIPE investment in NWTN by guaranteeing the Pledgee a minimum 15% annual return on its remaining holding of NWTN shares for a period of 24 months, to be paid on a semi-annual basis. In the event of an investment exit by the Pledgee, any accrued annual 15% return payments must be paid to the Pledgee calculated up to the exit date. In addition, NWTN, FIRST ABU DHABI BANK PJSC (the “Escrow Agent”), and an affiliate entity of PIPE Investor entered into an Escrow Agreement. Pursuant to the Escrow Agreement, NWTN should open an account (the “Escrow Account”) and credit the sum of US$100 million (the “Escrow Amount”) into the Escrow Account as cash pledge for the disbursements stated in the agreements. Pledgor is the obligator of the following disbursements, if any. Key terms of Escrow Agreement were as follows: (a) Escrow Account is a non-interest-bearing account. (b) Escrow Amount would be transferred a minimum 15% annual return to PIPE Investor on PIPE Investor’s holding of NWTN’s ordinary shares for a period of 24 months, to be disbursed on semi-annual basis. In the event of an investment exit by PIPE Investor, any accrued annual 15% return payments must be paid to the PIPE Investor calculated up to the exit date. (c) NWTN’s market share price (VWAP of 10 days,1 month, 3 months) and PIPE Investor’s share selling plan for the following 6 months, if any, is to be evaluated on a quarterly basis. At times of market price of NWTN’s shares drop below $10.26 and the total difference between market price and $10.26 (plus the shortage to make guaranteed 15%minimum annual return) exceeds the escrow account balance of US$100 million, NWTN should deposit additional funds to make up the difference. (d) 3 months after (b) above is executed, the escrow account will be reviewed. If the market value of NWTN’s shares has recovered, funds over the needed US$100 million escrow will be redirect back to NWTN’s business operating account. (e) Escrow Agent shall release the Escrow Amount and transfer such amount less any amounts which Escrow Agent is entitled to retain to NWTN in 3 business days after November 9, 2024. |
Long-Term Investment
Long-Term Investment | 12 Months Ended |
Dec. 31, 2022 | |
Long-Term Investment [Abstarct] | |
LONG-TERM INVESTMENT | 8. LONG-TERM INVESTMENT Long-term investment consisted of equity investments accounted for using the equity method as follow: As of 2022 2021 Equity investments accounted for using the equity method Shanghai OBS Culture and Technology Co., Ltd. (“Shanghai OBS”) $ 2,887,272 $ - In November 2022, the Group invested US$2.9 million (RMB20 million) in Shanghai OBS, a company focusing on technical development, software development and others, in exchange for 20% equity interests. The transaction consideration was determined by both the Group and Shanghai OBS with various assumptions and valuation methodologies. For the year ended December 31, 2022, the Group recognized the Group’s proportionate share of the equity investee’s net loss into loss in the amount of US$12,767. |
Accounts Payable
Accounts Payable | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable [Abstract] | |
ACCOUNTS PAYABLE | 9. ACCOUNTS PAYABLE Accounts payable consisted of the amounts due to our suppliers for purchases of services. As of December 31, 2021, there was a total of seven vendors, who filed lawsuits against the Group, and the balance of accounts payable associated with these lawsuits were $3.1 million. The balance recognized in accounts payable associated with lawsuits consisted of the unpaid claim amount, penalty and accrued interests, which were determined by the court verdicts. In 2022, the Group had paid the associated claim amount, penalty, and accrued interests in full. |
Loans from a Third Party
Loans from a Third Party | 12 Months Ended |
Dec. 31, 2022 | |
Loans from a Third Party [Abstract] | |
LOANS FROM A THIRD PARTY | 10. LOANS FROM A THIRD PARTY As of December 31, 2022, loans from a third party consisted of the principal and legal fees for the loans from Tianjin Yizhong Jinshajiang Equity Investment Fund Partnership (“Yizhong”). In 2016 and 2017, Tianqi Group entered into two convertible debt agreements with Yizhong. According to the agreements, Yizhong provided loans of $18.0 million (RMB115.0 million) to the Group. The interest rate for the loans were 8% interest rate per annum, and Yizhong could convert the principal without accrued interest into equity interest of Tianqi Group within one year from the date of signing the agreements. Yizhong didn’t exercise the conversion right in 2017 and 2018, and the Group should repay the principal and the accrued interests to Yizhong. In 2021, Yizhong filed against the Group to claim for the repayment of the accrued interests, legal fees and other fees related to the lawsuit. In 2022, Yizhong and the Group reached an instalment plan which allowed the Group to repay through August 2022 to December 2023. The Group accounted for the instalment plan as a trouble debt restructuring involving a modification of debt terms. The difference of $0.7 million (RMB 4.4 million) between the carrying value and the future undiscounted cash flow under the instalment plan was recognized in earnings. Tianqi Group executed the instalment plan and repaid the accrued interests and part of the legal fees in the amount of $6.1 million (RMB 41.4 million) in 2022. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Net Assets [Abstract] | |
COMMON STOCK WARRANTS | 11. COMMON STOCK WARRANTS In connection with the Business Combination, the Company has assumed 14,840,000 Common Stock Warrants outstanding, which consisted of 13,800,000 Public Warrants, 350,000 Private Warrants and 690,000 Representative Warrants. The Public Warrants met the criteria for equity classification and the Private Warrants and Representative Warrants are classified as liability. Common Stock Warrants became exercisable on the later of (a) the completion of the Business Combination or (b) 12 months from the closing of the initial public offering (“IPO”) (February 19, 2020). The common stock warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. Public Warrants As of December 31, 2022, the Company had 12,526,392 Public Warrants outstanding. Each whole Public Warrant entitles the registered holder to purchase one-half share of the Company’s Class B ordinary share at a price of $11.50 per share, subject to the following conditions discussed below. The Company may redeem the Public Warrants in whole and not in part, at a price of $0.01 per warrant: ● at any time while the warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading days period ending on the third trading business day prior to the notice of redemption to warrant holders, and, ● if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the warrants for redemption as described above, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with respect to such warrants. Accordingly, the warrants may expire worthless. Detail related to Public Warrant activity for the year ended December 31, 2022, was as follows: Public Warrants Number of Weighted Balances as of December 31, 2021 - $ - Assumed through the Business Combination 13,800,000 11.50 Exercised (1,273,608 ) 11.50 Balances as of December 31, 2022 12,526,392 $ 11.50 For the year ended December 31, 2022, 1,273,608 Public Warrants were exercised with the gross proceeds of $7.3 million, of which the Company received payments of $6.7 million and the remaining $0.6 million was recorded as other receivable included in Subscription receivables of the Consolidated Balance Sheet as of December 31, 2022 The remaining $0.6 million was subsequently received on January 3 rd Warrant liabilities As of December 31, 2022, the Company had 350,000 Private Warrants and 690,000 Representative Warrants outstanding. Each whole Private Warrants entitles the registered holder to purchase one-half share of the Company’s Class B ordinary share at a price of $11.50 per share, while each whole Representative Warrants entitles one Class B ordinary share at a price of $12.00 per share. The Private Warrants will be identical to the Public Warrants underlying the Units being sold in the IPO, except that the Private Warrants and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Representative Warrants are different from Public and Private Warrants. The exercise price of Representative Warrants is $12 and is non-redeemable. Representative’s Warrants have been deemed compensation by FINRA and were subject to a lock-up period. As of December 31, 2022, the remaining contractual term for the outstanding Private Warrants and Representative Warrants to purchase our common stock is 4.9 years. |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER LIABILITIES | 12. ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consisted of the following: As of December 31, 2022 2021 Accrued expense (i) $ 18,639,422 $ 7,710,337 Individual income tax payable (ii) 5,114,793 517,713 Payroll payable 9,184,865 18,363,373 Borrowing from a third party 489,796 235,383 Unpaid investment (iii) - 1,510,455 Others 78,905 9,981 Total $ 33,507,781 $ 28,347,242 (i) As of December 31, 2022, accrued expenses mainly consisted of unpaid offering cost of $12.2 million and other accrued expenses. (ii) As of December 31, 2022, the Group settled the payroll payable accumulated from 2019 to 2022 which resulted in an increase in individual income tax payable. (iii) In 2016, Tianqi Group entered into an investment agreement with shareholders of Shanghai Chengshi Automobile Service Co., LTD (“Shanghai Chengshi”) to obtain 100% equity interest of Shanghai Chengshi with a total consideration of $1.4 million (RMB9 million). Pursuant to the agreement, Tianqi Group should (a)pay $0.2 million (RMB1 million) on the signing date of the agreement, (b)pay $1.2 million (RMB8 million) in six months after the completion of the alteration with the administrative department for industry and commerce in accordance with law within three working days. Tianqi Group paid the first installment of $0.2 million to the shareholders of Shanghai Chengshi in 2016. Due to development strategic adjustment, Tianqi Group decided to terminate the investment. In 2018, the shareholders of Shanghai Chengshi sued Tianqi Group for the unpaid investment consideration of $1.2 million. According to the court verdict, Tianqi Group should pay the investment consideration of $1.2 million and accrued interest at the loan prime rate of People’s Bank of China. In 2022, the Group negotiated with the shareholders of Chengshi, the settlement amount was agreed as $1.2 million. As of December 31, 2022, the Group repaid $1.2 million in full. Employee lawsuits As of December 31, 2021, there was a total of 109 employees, who filed lawsuits against the Group, among whom, 106 have formally terminated the employment relationship with the Group. The balances of payroll as of December 31, 2021 that were associated with these lawsuits were $4.0 million. In determining these balances, the Group has taken into consideration of the combination of factors including but not limited to the date of these employee formal resignation, the status and balance of verdicts that have been reached as of December 31, 2021, as well as the status of settlement agreements that these employees have signed in 2022. As of December 31, 2022, the balances of payroll associated with these lawsuits were $117,409 due to bank restriction, which was paid in 2023. Other business lawsuits Other than discussed in Note 9 Accounts payable, as of December 31, 2021, there were 29 third parties who filed lawsuits against the Group, and the balance of loans from a third party, accrued expenses and other current liabilities associated with these lawsuits were $11.7 million. The balance recognized in accrued expenses and other current liabilities associated with lawsuits consisted of the unpaid claim amount and accrued interests, which were determined by the court verdicts. As of December 31, 2022, except for the undue loans from Yizhong, the Group settled these payments in full. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | 13. LEASES The balances for the operating leases where the Company is the lessee are presented as follows: As of December 31, Operating lease right-of-use assets $ 5,328,786 Lease liabilities – current (1,549,725 ) Lease liabilities – non-current (3,920,806 ) Total operating lease liabilities $ (5,470,531 ) The components of operating lease expense are as follows: For the Operating lease expense 769,244 Short-term lease expense 507,427 Total lease expense $ 1,276,671 Short-term leases included lease of Tianjin offices, warehouse and others with a term of 12 months or less. Both operating lease expense and short-term lease expense are recognized as general and administrative expenses. Other information related to operating leases where the Company is the lessee is as follows: As of December 31, Weighted-average remaining lease term (in years) 4.15 Weighted-average discount rate 4.24 % Because most of the leases do not provide an implicit rate of return, the Company used the incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The following is a schedule of future minimum payments under the Company’s operating leases as of December 31, 2022: USD 2023 1,597,286 2024 1,200,535 2025 1,337,565 Thereafter 1,910,349 Total lease payments 6,045,735 Less: imputed interest (575,204 ) Total operating lease liabilities, net of interest 5,470,531 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation [Abstract] | |
SHARE-BASED COMPENSATION | 14. SHARE-BASED COMPENSATION Earnout shares In connection with the Business Combination, each Class A Ordinary Share that is issued and outstanding before the Transaction would be cancelled and converted into the right of the right to receive 90% of such number of NWTN’s Class A ordinary shares equal to the Exchange Ratio (defined in the Business Combination Agreement, which is 32,715,010 shares); and the contingent right to receive 10% of such number of NWTN’s Class A Ordinary Shares equal to the Exchange Ratio, which is 3,635,001 shares (the “Earnout Shares”). The Earnout Shares will be issued to Muse Limited (the company held by Mr. Nan Wu, the Founder, CEO and shareholder of the Company) when the Company delivers 12 vehicles on an aggregate basis or would be adjusted if the Company have delivered less than 12 vehicles by the end of 2023. The Earnout Shares are determined as compensation, which is a transaction separate from the reverse recapitalization. In addition, the issuance of Earnout Shares does not meet any condition to be classified as a liability under ASC 718, thus it should be classified as an equity financial instrument, and measure at fair value using the quoted market price on grant date, November 11, 2022, which is $7.30 per share. As of December 31, 2022, the performance condition was not met, based on the sales contract subsequently signed by the Group in 2023 (see Note 21 Subsequent events for detail), the Company considered that the performance condition of delivering 12 vehicles will be probably achieved by the end of 2023. Thus, the Company should recognize compensation cost for awards with performance conditions. The requisite service period should be the shortest of the explicit, implicit or derived service periods, which is determined as the period from November 11, 2022, the grant date, to December 31, 2023. Share-based expenses recognized in general and administrative expenses was $3.2 million in 2022. |
Taxation
Taxation | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
TAXATION | 15. TAXATION Cayman Islands The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands. British Virgin Islands The Company’s subsidiaries incorporated in the BVI are not subject to taxation in the British Virgin Islands. United Arab Emirates Our subsidiaries incorporated in United Arab Emirates are currently not subject to taxation in United Arab Emirates, as companies operating in the designated free zones of the UAE and not conducting business activities in the UAE mainland are exempt from corporate taxes or customs duty. Hong Kong The Company’s subsidiaries incorporated in Hong Kong are subjected to Hong Kong profits tax. With effect from April 1, 2018, a two-tiered profits tax rate regime applies. The profits tax rate for the first HKD 2 million of corporate profits is 8.25%, while the standard profits tax rate of 16.5% remains for profits exceeding HKD 2 million. If no election has been made, the whole of the taxpaying entity’s assessable profits will be chargeable to standard profits tax rate. Because the preferential tax treatment is not elected by the Group, the subsidiaries registered in Hong Kong are subject to income tax at a rate of 16.5%. Mainland China Generally, the Group’s WFOE and subsidiaries, which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards at a rate of 25%. United States The company’s subsidiary, which incorporated in USA in 2022, is subject to statutory U.S. Federal corporate income tax at a rate of 21% for the year ended December 31, 2022. U.S. does not believe it is more likely than not that the losses are realizable. There is no related tax provision other than state minimum taxes. The following table sets forth current and deferred portion of income tax expense of the Group: For the years ended December 31, 2022 2021 2020 Current income tax expense $ 9 $ - $ - Deferred income tax expense - - - Total income tax expense $ 9 $ - $ - Loss before provision for income tax were attributable to the following geographic locations: For the years ended December 31, 2022 2021 2020 Mainland China $ 17,416,280 $ 13,055,022 $ 12,649,751 Others 23,834,597 9,798 - Total loss before income tax provision $ 41,250,877 $ 13,064,820 $ 12,649,751 The following table sets forth reconciliation between the statutory income tax rate and the effective tax rates: For the years ended December 31, 2022 2021 2020 Statutory income tax rate in PRC 25.0 % 25.0 % 25.0 % Tax effect of non-deductible items (1.0 )% (2.7 )% (2.7 )% Tax effect of undeclared expenses (5.5 )% - - Tax effect of R&D expense additional deduction 7.2 % - - Tax effect of fair value changes (0.1 )% - - Tax effect of share-based compensation (1.9 )% Tax effect of income tax rate differences in jurisdictions other than the PRC (10.4 )% - - Tax effect of net operating loss not applicable to carryforwards (6.8 )% (8.3 )% - Changes in valuation allowance (6.5 )% (14.0 )% (22.3 )% Effective tax rate - - - As of December 31, 2022 and 2021, the significant components of the deferred tax assets were summarized below: As of December 31, 2022 2021 Deferred tax assets: Net operating loss carried forward $ 18,487,390 $ 13,163,121 State net operating loss carried forwards for US entity 733 - Accrued expenses 553,354 4,590,843 Allowance for doubtful accounts - 39,230 Total deferred tax assets 19,041,477 17,793,194 Less: valuation allowance (19,041,477 ) (17,793,194 ) Deferred tax assets, net of valuation allowance $ - $ - Rollforward of valuation allowance Balance as of December 31, 2021 $ 17,793,194 Allowance made during the year 2,666,584 Effect of exchange rate differences (1,418,301 ) Balance as of December 31, 2022 $ 19,041,477 As of December 31, 2022, the Group had net operating loss from US entity of $11,186 that will be carried forward indefinitely and state net operating loss from US entity of $11,186 that will expire beginning in year 2042 if unused. As of December 31, 2022, the net operating loss carry forward from Mainland China will expire, if unused, as follows: Net operating loss carry forward due by schedule 2023 2024 2025 2026 2027 Total Net operating loss carry forward 20,244,602 9,508,787 4,878,538 2,276,968 36,246,563 73,155,458 The Group does not file combined or consolidated tax returns, therefore, losses from individual subsidiaries of the Group may not be used to offset other subsidiaries’ earnings within the Group. Valuation allowance is considered on each individual subsidiary basis. Valuation allowance of $19,041,477, $17,793,194 and $15,565,127 had been provided as of December 31, 2022, 2021 and 2020 respectively in respect of all deferred tax assets as it is considered more likely than not that the relevant deferred tax assets will not be realized in the foreseeable future. |
Ordinary Shares
Ordinary Shares | 12 Months Ended |
Dec. 31, 2022 | |
Ordinary Shares [Abstract] | |
ORDINARY SHARES | 16. ORDINARY SHARES The shareholders’ equity structures of the Company as of December 31, 2022 and 2021 were presented after giving retroactive effect to the Transaction of the Company that was completed on the Closing as mentioned in Note 1. The Company was authorized to issue a total of 100,000,000 Class A ordinary shares of a par value of $0.0001 each and a total of 400,000,000 Class B ordinary shares of a par value of $0.0001 each prior to the Transaction. Each Class A ordinary share is entitled to twenty-five votes; and each Class B ordinary share is entitled to one vote. Each Class A ordinary shares are convertible into one Class B ordinary shares at any time at the option of holder of such Class A ordinary share. In no event shall any Class B Ordinary Share be convertible into any Class A Ordinary Shares. Upon the consummation of the Transaction, the Company issued 38,986,354 Class B ordinary shares for PIPE investors. All outstanding rights prior to the Transaction were converted into 6,532,646 Class B ordinary shares at the same time. In December 2022, the Company issued 636,804 Class B ordinary shares for execution of warrants with a total consideration of US$7.3 million, as of December 31, 2022, there were US$0.6 million outstanding to be received by the Company. |
Non-Controlling Interests
Non-Controlling Interests | 12 Months Ended |
Dec. 31, 2022 | |
Noncontrolling Interest [Abstract] | |
NON-CONTROLLING INTERESTS | 17. NON-CONTROLLING INTERESTS As a result of the Reorganization of the Company that was completed on January 19, 2022 (see Note 1), Tianqi Group and its subsidiaries’ financial statements have been prepared on a consolidated basis by applying the pooling of interests method as if the reorganization had been completed at the beginning of the earliest reporting period, and the equity interests held by the original shareholders are recognized as non-controlling interests as if the Capital Increase were occurred on January 1, 2020. As of December 31, 2020, the non-controlling interests consisted of (i) the 4.76% of the equity interests in Tianqi Group held by the original shareholders after giving retroactive effect to the Reorganization of the Company, and (ii) the 25% of the equity interests in Tianjin Tianqi held by a non-controlling shareholder. On November 24, 2021, Tianqi Group acquired the 25% equity interests of Tianjin Tianqi from its non-controlling shareholders at a consideration of RMB140,000 (approximately $21,969), causing Tianqi Group’s equity interest to increase from 75% to 100%. The balance of non-controlling interests had decreased by RMB18,048,191 ($2,832,155) in response to the transaction. In 2021, Tianqi Group entered into a series of supplemental agreements (the “new supplemental agreements”) with Taizhou Puluo New Energy Automobile Equity Investment Enterprise (Limited Partnership) (“Puluo”), Guozhong Tianhong Asset Management (Tianjin) Co., LTD (“Guozhong Tianhong”, or the new investor), and Tianjin Tuoda Enterprise Management Service Co., LTD (“Tianjin Tuoda”) which is the shareholder of the Tianqi Group. Under the supplemental agreements, Guozhong Tianhong agreed to repay the investment subscription of $166.7 million (RMB1.088 billion) to Puluo and at the same time converted the debts into 10.625% of equity shares of Tianqi Group. If the Company fails to get approval from U.S. Securities and Exchange Commission (“SEC”) and complete a business combination with SPAC as of December 31, 2024, Guozhong Tianhong shall transfer the Puluo Debts as well as its equity interest of Tianqi Group to Tianjin Tuoda, and Tianjin Tuoda would repay the Puluo Debts to Puluo and takeover the equity interests of Tianqi Group on January 1, 2025. Each of Mr. Nan Wu and ICONIQ has provided guarantee liability for Tianjin Tuoda’s repayment to Puluo and ICONIQ has provided guarantee for Guozhong Tianhong’s repayment to Puluo. The Group would assume joint guarantee obligations arising from Guozhong Tianhong or Tianjin Tuoda’s default on the Puluo Debts, and the guarantee is valid until two years after the due date of performance of repayment obligations In addition, each of eight shareholders of the Group, representing an aggregated holding interest of 39.2% of ICONIQ as of December 31, 2021, signed letters of support to commit their financial support to Tianjin Tuoda for the indebtedness, as well as to assume the joint and several guarantee liability of Puluo Debts. As of December 31, 2022, aggregated holding interest held by the eight shareholders was 33.3% of the Group. Although there is a contingency term which related to the success of SPAC merger transaction, As of December 31, 2021, the Puluo Debts was de-recognized by the Company, and the equity interests owned by Guozhong Tianhong through the conversion of debts were recognized as non-controlling interests. In 2022, there was a subscribed capital contribution of $44.6 million (RMB300 million) from NWTN Zhejiang to Tianqi Group, resulting in a decreased in non-controlling interest in Tianqi Group from 5.30% to 4.12%. The subscription was not received by Tianqi Group as of December 31, 2022. As of December 31, 2022 and 2021, the non-controlling interests were 4.12% and 5.30% of the equity interests in Tianqi Group held by Guozhong Tianhong and the original shareholders, after giving retroactive effect to the Reorganization of the Company. As of December 31, 2022 and 2021, non-controlling interests in the consolidated balance sheet was $2,572,046 and $2,946,995, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 18. RELATED PARTY TRANSACTIONS (a) The table below sets forth the related parties and their relationships with the Group: No. Name of Related Parties Relationship 1 ICONIQ (Tianjin) New Energy Technology Research Institute (“ICONIQ Institute”) Controlled by the Company’s CEO, Mr. Nan Wu (100%) 2 Magic Minerals Limited (“Magic”) Shareholder of the Company 3 My Car (Shenzhen) Technology Co., Ltd. (“My Car”) A company which the Company’s CEO, Mr. Nan Wu holds 25.3% equity interest 4 Shenzhen Yinghehuicheng Investment Center (Limited Partnership) (“Shenzhen Yinghehuicheng”) A company controlled by a shareholder of the Company, and also a non-controlling shareholder of Tianqi Group 5 Tianjin Tuoda Enterprise Management Service Co., Ltd. (“Tianjin Tuoda”) A company controlled by a group of shareholders of the Company, and also a non-controlling shareholder of Tianqi Group 6 Mr. Nan Wu Shareholder and CEO of the Company 7 Vision Path Holdings Limited (“Vision Path”) Shareholder of the Company (b) The Group had the following significant related party transactions for the years ended December 31, 2022, 2021 and 2020: For the years ended December 31, Nature 2022 2021 2020 Expense paid by the related parties on behalf of the Group – My Car (i) (2,620,495 ) $ (135,248 ) $ - – Mr. Nan Wu (ii) (425,318 ) - - – ICONIQ Institute (36,560 ) (234,587 ) - – Tianjin Tuoda - (123,038 ) (122,844 ) Expenses paid by the Group on behalf of a related party – Tianjin Tuoda (iv) 6,082,991 - - Loan proceeds from related parties – Vision Path (5,045,326 ) - - – Mr. Nan Wu (ii) (2,893,667 ) - - – Magic - (6,151,351 ) - Payments to related parties – Magic (iii) 6,394,219 - - – Tianjin Tuoda (iv) 7,238,074 - - – My Car (i) 5,807,258 - - Magic loan repaid by related parties on behalf of the Group – Mr. Nan Wu (3,337,792 ) - - – My Car (3,056,427 ) - - Collection of loan to a related party – Tianjin Tuoda (iv) (5,762,653 ) - - – ICONIQ Institute (77,973 ) - - Commission fee to a related party – Tianjin Tuoda (iv) (13,000,000 ) - - Loan to a related party – My Car (i) 1,489,853 - - The claim on My Car transferred to Mr. Nan Wu – Mr. Nan Wu (i) (1,489,853 ) Interest expenses of loan from a related party – Magic (84,218 ) (430,778 ) - Advance petty cash to a related party – Tianjin Tuoda (iv) - - 131,148 – ICONIQ Institute $ - $ 352,509 $ - (c) The Group had the following related party balances with the related parties mentioned above: As of December 31, 2022 2021 Amounts due from related parties: – Tianjin Tuoda (iv) - 6,084,940 – ICONIQ Institute - 120,938 Total $ - $ 6,205,878 Amounts due to related parties, current: – Mr. Nan Wu (ii) $ 5,114,224 $ - – Shenzhen Yinghehuicheng 681,436 737,533 – Tianjin Tuoda (iv) 3,792 - – Magic (iii) - 6,662,900 – My Car (i) - 141,477 Amounts due to related parties, non-current: – Vision Path (v) 4,922,287 - Total $ 10,721,739 $ 7,541,910 (i) In 2022, My Car paid loan and expenses on behalf of the Group totaled $5.7 million and the Group repaid $5.8 million. The Group provided loan to My Car of $1.5 million which was transferred to Mr. Nan Wu from My Car, as a result, the balance of amounts due from My Car as of December 31, 2022 was nil (ii) In 2022, Mr. Nan Wu paid loan and expenses on behalf of the Group totaled $3.8 million, net off the expenses the Group paid for Mr. Nan Wu. Mr. Nan Wu also provided interest-free loans of $2.9 million to the Group for ordinary operations in 2022. (iii) In 2021, Magic provided short-term loans totalled $6.2 million to the Group, at an interest rate of 12% per annum. In 2022, My Car and Mr. Nan Wu repaid loan and interest on behalf of the Group to Magic in full. (iv) In 2018 and 2019, the Group provided several short-term interest-free loans totalled $5.7 million to Tianjin Tuoda to support Tianjin Tuoda’s normal operations. During 2020, the Group provided petty cash of $131,148 to Tianjin Tuoda, offset by expenses paid by Tianjin Tuoda of $122,844 on behalf of the Group. In 2021 and May 2022, Tianjin Tuoda repaid the outstanding loan in full. In April 2022, Tianjin Tuoda and the Group entered into a financing service agreement that Tianjin Tuoda would provide financing service for a 6.5% commission fee. In 2022, a PIPE amounted to US$200 million wired into the Group as permanent equity, which was associated with Tianjin Tuoda’s financing service. As a result, the commission fee payable to Tianjin Tuoda was $13 million, which was recognized as additional paid-in capital in the consolidated financial statements. The Group also paid expenses on behalf of Tianjin Tuoda with a total amount of $6.1 million. The Group recognized the balance arising from transaction with Tianjin Tuoda on a net basis resulting in amounts due to Tianjin Tuoda of $3,792 as of December 31, 2022. (v) In August 2022, Vision Path, the Group and Hainan Union Management Co., Ltd (“Hainan Union”) entered into a share transfer agreement. Under the agreement, Vision Path would sell its shares of the Group to Hainan Union with an amount of US$5.0 million and provided the amount to the Group as an interest-free loan for two years to support the Group’s normal operations. The Group provided a guarantee with joint liability of Vision Path’s contingent repayment, see Note 20 Commitments and contingencies for details. |
Restricted Net Assets
Restricted Net Assets | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Net Assets [Abstract] | |
RESTRICTED NET ASSETS | 19. RESTRICTED NET ASSETS A significant portion of the Group’s operations are conducted through its PRC (excluding Hong Kong) subsidiaries, the Group’s ability to pay dividends is primarily dependent on receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by its subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations, and after it has met the PRC requirements for appropriation to statutory reserves. Paid in capital of its subsidiaries included in the Group’s consolidated net assets are also non-distributable for dividend purposes. In accordance with the Mainland China regulations on Enterprises with Foreign Investment, a WFOE established in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts. A WFOE is required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve has reached 50% of its registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. WFOE is subject to the above mandated restrictions on distributable profits. Additionally, in accordance with the Company Law of the PRC, a domestic enterprise is required to provide a statutory common reserve of at least 10% of its annual after-tax profit until such reserve has reached 50% of its registered capital based on the enterprise’s PRC statutory accounts. A domestic enterprise is also required to provide for a discretionary surplus reserve, at the discretion of the board of directors. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. All of the Group’s PRC consolidated subsidiaries are subject to the above mandated restrictions on distributable profits. As a result of these PRC laws and regulations, the Group’s subsidiaries are restricted in their ability to transfer a portion of their net assets to the Group. As of December 31, 2022 and 2021, net assets restricted in the aggregate, which include paid-in capital and statutory reserve funds of the Group’s subsidiaries, that are included in the Group’s consolidated net assets were approximately $40.0 million and nil |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 20. COMMITMENTS AND CONTINGENCIES Contingencies The Group is, from time to time, subject to claims and disputes arising in the normal course of business. In the opinion of the management, while the outcome of any such claims and disputes cannot be predicted with certainty, its ultimate liability in connection with these matters is not expected to have a material adverse effect on the Group’s results of operations. Through the issuance date of this report, China Renaissance Securities (Hong Kong) Limited, Linklaters LLP, Loop Capital Markets LLC and two employees filed proceedings with the Group, see Note 21 Subsequent events for details. Except for the above and Jinghong Dispute, the Company is not aware of any pending or threatened claims and litigation as of December 31, 2022 and through the issuance date of these consolidated financial statements. Jinghong Dispute On December 3, 2018, Tianjin Jinghong Investment Development Group Co., Ltd. (“Jinghong”) and Tianqi Group entered into a cooperation agreement (the “2018 Cooperation Agreement”), under which Jinghong agreed to acquire the 100% equity interest of Tianjin Tianqi Group Meiya Automobile Manufactory Co., Ltd. (“Meiya Automobile”) from Tianjin Benefo Machinery Equipment Group Co., Ltd. (“Tianjin Benefo”) with the consideration provided by Tianqi Group. On May 21, 2019, Jinghong and Tianqi Group entered into an updated cooperation agreement (the “2019 Cooperation Agreement”), the purpose of which was partly to amend and restate some of the material terms of the 2018 Cooperation Agreement, under which Tianqi Group agreed to cooperate with Jinghong in the field of new energy vehicles through a newly-established joint venture after Jinghong acquires the equity interest of Meiya Automobile. Under the same agreement, Tianqi Group agreed that after Jinghong signed an equity transfer agreement with Tianjin Benefo to acquire the 100% equity interest of Meiya Automobile (the “Equity Transfer Agreement”), Tianqi Group shall pay Jinghong the equity transfer price of RMB97 million and assume other obligations of Meiya Automobile. Moreover, Tianqi Group agreed to be held liable for Jinghong’s breach of certain provisions under the Equity Transfer Agreement if such breach resulted from Tianqi Group’s failure to pay the equity transfer price of RMB97 million to Jinghong under the 2019 Cooperation Agreement. To the knowledge of Tianqi Group, Jinghong has acquired 100% equity of Meiya Automobile under the Equity Transfer Agreement. Jinghong demanded Tianqi Group to pay for the RMB 97 million equity transfer price on August 21, 2019, but Tianqi Group did not comply. On April 14, 2021, Jinghong issued a notice to Tianqi Group to terminate the 2018 Cooperation Agreement and the 2019 Cooperation Agreement. On May 18, 2022, Jinghong filed a lawsuit to the People’s Court of Jinghai District, Tianjin City (the “Jinghai District Court”), which was amended on May 23, 2022. The amended complaint, which Tianqi Group received on June 10, 2022, requested that (i) the Jinghai District Court confirm that the 2018 Cooperation Agreement and the 2019 Cooperation Agreement were terminated on April 15, 2021; (ii) Tianqi Group pay (a) a total amount of RMB100 million to Jinghong for its various losses under the 2019 Cooperation Agreement, as well as (b) any amounts owed to Tianjin Benefo by Jinghong for its breach of the Equity Transfer Agreement; and (iii) Tianqi Group bear the litigation fee and all other relevant expenses. Tianqi Group then raised jurisdictional objection which was approved by Tianjin Intermediate Court on November 21, 2022, resulting that the case’s jurisdiction would be under the People’s Court of Binhai New District, Tianjin City (the “Binhai District Court”). Subsequently in March 2023, Jinghong applied its amendment to Binhai District Court, requested that (i) the court confirms that the 2018 Cooperation Agreement and the 2019 Cooperation Agreement have been terminated on April 15, 2021; (ii) Tianqi Group pays (a) a total amount of RMB152.5 million to Jinghong for the equity transfer consideration and its various losses under the 2019 Cooperation Agreement, as well as (b) accrued interest at the loan prime rate of People’s Bank of China for the period from May 18, 2022 to the date Tianjin Group settle the payment; and (iii) Tianqi Group bears the litigation fee and all other relevant expenses. Hearing of the lawsuit was held on May 12, 2023 and there was no verdict. The Company’s management believes that the allegations in the aforementioned lawsuit lack merit, and the Company intends to vigorously defend the action. As of December 31, 2021 and 2022, the Group considered the possibility of the Group to bear the obligation of the payments Jinghong requested is remote. Guarantee on a shareholder On August 18, 2022, ICONIQ, Vision Path, and Hainan Union, entered into a share transfer agreement (the “Agreement”). Under the Agreement, Vision Path transferred its 1,000,000 Class B ordinary shares of NWTN to Hainan Union with consideration of US$5 million (US$5 per share, as “Purchase Price”). Vision Path agreed to disburse the shortage between the 200% of the initial investment (US$10 million) and fair value of Hainan Union’s holding shares or to repurchase Hainan Union’s shares at 200% of the Purchase Price, in the event of Hainan Union realizes a return lower than 100% on its holding shares (“Redemption Event”) within one year after the Closing Date. Redemption Event was defined in the Agreement as (i) 12 months from the effective date, which referred to November 14, 2022, the average closing market price of the Company is lower than 200% of the Purchase Price; (ii) After the Lock-up Period, which referred to 6 to 12 months since the effective date, when Hainan Union plans to sell its shares, in whole or in part, at a lower price of 200% of the Purchase Price, and a written notice has been delivered to Vision Path. Vision Path has pledged 2.6 million Class B ordinary shares (“Pledged Shares”) to Hainan Union. The Pledged Shares could be transferred to Hainan Union as disbursement when Redemption Event occurs. ICONIQ has provided a guarantee with joint liability of Vision Path’s contingent repayment for the shortage of 200% of US$5 million plus penalties and expenses if any, to Hainan Union. The Group would assume joint guarantee obligations arising from Vision Path’s default on the repayment to Hainan Union, and the guarantee is valid until one year after the Closing Date. As of the issuance date of the consolidated financial statements, as market value of the Pledged Shares could cover the shortage of 200% of US$5 million, the management considers the possibility of the Company to bear the loss contingency is remote. Investment commitments The Group is obligated to invest into Hainan Union within two years from the Closing Date, with an amount of US$5 million, pursuant to an agreement signed in August 2022 with Hainan Union. As of December 31, 2022, the investment commitment was not reflected in the financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 21. SUBSEQUENT EVENTS The Company has evaluated subsequent events through May 19, 2023, the date of issuance of the consolidated financial statements, except for the events mentioned below, the Company did not identify any subsequent events with material financial impact on the Company’s consolidated financial statements. Settlement agreement with China Renaissance Securities (Hong Kong) Limited China Renaissance Securities (Hong Kong) Limited (“CRS”) and the Group are each party to a letter of engagement dated 12 February 2022 (the “Engagement Letter”). On November 15, 2022, CRS issued an invoice in the sum of US$5.5 million to the Group (the “Principal” and the “Invoice”), which it considers was due and payable pursuant to the Engagement Letter. The Company did not pay the Invoice. On February 17, 2023, CRS filed proceedings FSD 40 of 2023 in the Grand Court of the Cayman Islands (the “Proceedings” and the “Court”), being a winding up petition to appoint official liquidators to the Company, on the ground that it is unable to pay its debts (the “Petition”). The Petition was listed to be heard before the Court at 9.30am (Cayman time) on April 25, 2023. On March 27, 2023, the Group and CRS entered into a settlement agreement as a compromise of all and any disputed claims known or unknown between them. Pursuant to the agreement, CRS consents to the withdrawal of the Proceedings with no order as to costs (the “Withdrawal”) while the Group shall pay CRS the sum of US$4,250,000 on or before March 29, 2023. On March 28, 2023, the Group had paid US$4.25 million to CRS in full. The Petition was cancelled on April 12, 2023 because of the settlement. Linklaters Petition On April 13, 2023, a winding up petition was brought by Linklaters LLP (“Linklaters”) against ICONIQ before the Cayman Grand Court (the “Linklaters Petition”). Linklaters is claiming a total amount of US$2.1 million pursuant to an engagement letter dated 25 February 2022 and a supplemental agreement dated 26 August 2022. On May 15, 2023, the Group and Linklaters entered into a settlement agreement as a compromise of all and any disputed claims known or unknown between them. Under the agreement, the Group should pay $1.7 million in full as final settlement on May 17, 2023. On May 16, 2023, the Group had paid $1.7 million in full. Loop Capital Petition On May 3, 2023, a winding up petition was brought by Loop Capital Markets LLC (“Loop Capital”) against ICONIQ before Cayman Grand Court (the “Loop Capital Petition”), claiming a total amount of US$10.1 million and warrants totaling 2 million units pursuant to an engagement letter dated 11 February 2022. The Company’s management believes that the allegations in the Loop Capital Petition lack merit, and the Company intends to vigorously defend the action. As of December 31, 2022, the Group considered the possibility of the Group to bear the obligation of this payments Loop Capital requested is less likely than not. Employee lawsuits In April 2023, two employees filed lawsuits against the Group claiming employee benefits of $0.4 million, the Group considered the possibility of the Group to bear the obligation of this payments is less likely than not. Purchase of vehicles In 2023, the Group entered into several vehicle purchase agreements with vehicle manufacturers to purchase a total number of 1,275 vehicles. Sales of vehicles In January 2023, the Group entered into a vehicle sales agreement with a customer who placed annually minimum order quantity of 500 units in 2023, 1,000 units in 2024 and 2,000 units in 2025. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Principal Activities [Abstract] | |
Basis of presentation and principles of consolidation | (a) Basis of presentation and principles of consolidation The consolidated financial statements include the financial statements of the Group. The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) to reflect the financial position, results of operations and cash flows of the Group. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors. All intercompany transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation. A non-controlling interest is recognized to reflect the portion of the subsidiaries’ equity which is not attributable, directly or indirectly, to the Group. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheet and net income and other comprehensive income are attributed to controlling and non-controlling interests respectively. |
Use of estimates | (b) Use of estimates The preparation of the consolidated financial statements in accordance with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported periods in the consolidated financial statements and accompanying notes. Significant accounting estimates include, but not limited to, assessment for impairment of long-lived assets and intangible assets, provision for doubtful accounts, warrant liabilities as well as the realization of deferred income tax assets. Changes in facts and circumstances may result in revised estimates. Actual results could differ from those estimates, and as such, differences may be material to the consolidated financial statements. |
Cash and cash equivalents | (c) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, the Group’s demand deposit placed with financial institutions, which have original maturities of less than three months and unrestricted as to withdrawal and use. |
Restricted cash | (d) Restricted cash Restricted cash consists of litigation frozen deposits. |
Deferred offering costs | (e) Deferred offering costs Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to (i) the business combination among East Stone Acquisition Corporation, Navy Sail International Limited, NWTN Inc., Muse Merger Sub I Limited, Muse Merger Sub II Limited and the Company and (ii) the issuance of Class B ordinary shares to third parties. These costs, together with the underwriting discounts and commissions, were $34.2 million on the Closing and charged to additional paid-in capital in permanent equity. |
Inventories | (f) Inventories Inventories, consisting of smart electric vehicles purchased by the company, are stated at the lower of cost or net realizable value, with net realized value represented by estimated selling prices in the ordinary course of business, less reasonably predictable costs of disposal and transportation. Cost of inventory is determined using the weighted average cost method. Adjustments are recorded to write down the cost of inventory to the estimated net realizable value due to slow-moving merchandise and damaged products, which is dependent upon factors such as historical and forecasted consumer demand. No inventory write-down was recorded for the years ended December 31, 2022. |
Property and equipment, net | (g) Property and equipment, net Property and equipment are stated at cost less accumulated depreciation and impairment, if any, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. Estimated useful lives are as follows: Category Estimated Electronic equipment 5 years Vehicles 5 years Production facilities 10 years Battery and charging swap infrastructure 5 years Furniture 5 years Repair and maintenance costs are charged to expenses as incurred, whereas the cost of renewals and betterment that extends the useful lives of property and equipment are capitalized as additions to the related assets. Retirements, sales and disposals of assets are recorded by removing the costs, accumulated depreciation and impairment with any resulting gain or loss recognized in the consolidated statements of income. |
Intangible assets, net | (h) Intangible assets, net Intangible assets are carried at cost less accumulated amortization and any recorded impairment. Intangible assets are amortized using the straight-line approach over the estimated economic useful lives of the assets as follows: Category Estimated Software 2 years Trademark 10 years |
Impairment of long-lived assets | (i) Impairment of long-lived assets The Group reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Group measures impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the expected undiscounted cash flow is less than the carrying amount of the assets, the Group would recognize an impairment loss, which is the excess of carrying amount over the fair value of the assets, using the expected future discounted cash flows. |
Long term investment | (j) Long term investment Equity investments accounted for using the equity method The Group applies the equity method of accounting to equity investments, in common stock or in-substance common stock, over which it has significant influence but does not own a majority equity interest or otherwise control. Under the equity method, the Group initially records its investment at cost. The difference between the cost of the equity investment and the amount of the underlying equity in the net assets of the equity investee is recognized as equity method goodwill or as an intangible asset as appropriate, which is included in the equity method investment on the consolidated balance sheets. The Group subsequently adjusts the carrying amount of the investment to recognize the Group’s proportionate share of each equity investee’s net income or loss into consolidated statements of operations and comprehensive loss after the date of investing. The Group makes assessment of whether an investment is impaired based on performance and financial position of the investee as well as other evidence of market value at each reporting date. Such assessment includes, but is not limited to, reviewing the investee’s cash position, recent financing, as well as the financial and business performance. The Group recognizes an impairment loss equal to the difference between the carrying value and fair value in the consolidated statements of operations and comprehensive loss if any. |
Fair value measurement | (k) Fair value measurement Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are: ● Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 — Include other inputs that are directly or indirectly observable in the marketplace. ● Level 3 — Unobservable inputs which are supported by little or no market activity. Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset. Financial assets and liabilities of the Group primarily consist of cash, amounts due from related parties, other receivables included in prepayments and other current assets, equity investment, accounts payable, loan from a third party, warrant liabilities, amounts due to related parties, other payables included in accrued expenses and other current liabilities. warrant liabilities and equity investments were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy. The Group’s non-financial assets, such as property and equipment as well as intangible assets, would be measured at fair value only if they were determined to be impaired. The following table details the fair value measurements of liabilities that were measured at fair value on a recurring basis based on the following three-tiered fair value hierarchy per ASC 820, Fair Value Measurement, as of December 31 and November 11, 2022. Fair Value Measurement using Level 1 Level 2 Level 3 Total fair value Warrant liabilities: As of December 31, 2022 $ - $ - $ 500,662 $ 500,662 As of November 11, 2022 $ - $ - $ 262,525 $ 262,525 The fair value of the Private Warrants and the Representative Warrants is considered a Level 3 valuation and is determined using the Black-Scholes valuation model. As of December 31, 2022, the fair value of the Private Warrants and the Representative Warrants were $0.58 and $0.58 per share, with an exercise price of $11.50 and $12.00 per share, respectively. The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Private Representative Fair value as of December 31, 2021 - - Acquired from the Business Combination 62,346 200,179 Settlements - - Change in fair value 38,944 199,193 Fair value as of December 31, 2022 101,290 399,372 The changes for Level 3 items measured at fair value on a recurring basis using significant unobservable inputs are as follows: Private and Private and Expected term (in years) 5.00 4.86 Volatility 14.94 % 0.00 % Risk-free interest rate 4.12 % 4.03 % Dividend yield 0.00 % 0.00 % |
Common stock warrants | (l) Common stock warrants The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. Management evaluates all of its financial instruments, including issued warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. In accordance with ASC 825-10 “Financial Instruments”, offering costs attributable to the issuance of the warrant liabilities are recognized in the consolidate statement of operations as incurred. The Group issued 350,000 Private Warrants, 690,000 Representative Warrants and 13,800,000 Public Warrants in connection with its Transaction. The Public Warrants met the criteria for equity classification and are recorded as additional paid-in capital on the Consolidated Balance Sheet at the completion of the Business Combination. The Private Warrants contain exercise and settlement features that may change with a change in the holder, which precludes the Private Warrants from being indexed to the Company’s own stock. For Representative Warrants, net cash settlement is assumed under ASC 815-40 as the Company is required to deliver registered shares to the purchasers of Representative Warrants. Therefore, both the Private Warrants and the Representative Warrants are recognized as derivative liabilities on the Consolidated Balance Sheet at fair value, with subsequent changes in fair value recognized in the Consolidated Statement of Operations and Comprehensive Loss at each reporting date until exercised. |
Commitments and contingencies | (m) Commitments and contingencies In the normal course of business, the Group is subject to commitments and contingencies, including operating lease commitments, legal proceedings and claims arising out of its business that relate to a wide range of matters, such as government investigations and tax matters. The Group recognizes a liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Group may consider many factors in making these assessments on liability for contingencies, including historical and the specific facts and circumstances of each matter. |
Litigation | (n) Litigation The Group and its operations from time to time may be parties to or targets of lawsuits, claims, investigations, and proceedings including product liability, personal injury, patent and intellectual property, commercial, contract, environmental, health and safety, and environmental matters, which are handled and defended in the ordinary course of business. The Group accrues a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When a single amount cannot be reasonably estimated but the cost can be estimated within a range, the Group accrues the minimum amount. |
Research and development expenses | (o) Research and development expenses Research and development expenses consist primarily of design and development expenses with new technology, payroll and related expenses for research and development professionals, materials and supplies and other R&D related expenses. Research and development expenses are expensed as incurred. |
General and administrative expenses | (p) General and administrative expenses General and administrative expenses mainly consist of (i) staff cost and depreciation related to general and administrative personnel, (ii) share-based compensation, (iii) professional service fees, (iv) properties rental fees, and (v) other corporate expenses. |
Selling and marketing expenses | (q) Selling and marketing expenses Selling and marketing expenses mainly consist of marketing, promotional and advertising expenses. The advertising expenses were $0.9 million, nil nil |
Share-based compensation | (r) Share-based compensation Share-based compensation expense arises from the contingent payment of issuing Class A ordinary shares as contemplated by the Business Combination Agreement. Share-based compensation expense is recognized using the straight-line method over the vested period. All the Group’s grants of share-based awards were classified as equity awards and are recognized in the financial statements based on their grant date fair values using quoted market price. |
Employee benefits | (s) Employee benefits The Company’s subsidiaries in PRC participate in a government mandated, multiemployer, defined contribution plan, pursuant to which certain retirement, medical, housing and other welfare benefits are provided to employees. PRC labor laws require the entities incorporated in the PRC to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate on the monthly basic compensation of qualified employees. The Group has no further commitments beyond its monthly contribution. Employee social benefits included as expenses in the accompanying consolidated statements of operations and comprehensive loss amounted to $0.9 million, $0.4 million and $0.7 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Leases | (t) Leases Prior to the adoption of Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) and subsequent amendments to the initial guidance including ASU No. 2017-13, ASU No. 2018-10, ASU No. 2018-11, ASU No. 2018-20, and ASU No. 2019-01 (collectively, “Topic 842”), operating leases were not recognized on the consolidated balance sheets, instead, rental expenses with fixed payments were recognized on a straight-line basis over the lease term. Effective January 1, 2022, the Group adopted Topic 842 using a modified retrospective transition approach for leases that exist at, or are entered into after January 1, 2022, and has not recast the comparative periods presented in the consolidated financial statements. At the inception of a contract, the Group determines if the arrangement is, or contains, a lease. Operating lease liabilities are recognized at lease commencement based on the present value of lease payments over the lease term. Operating lease right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred and less any lease incentives received. As the rate implicit in the lease cannot be readily determined, the Group uses incremental borrowing rate at the lease commencement date in determining the imputed interest and present value of lease payments. The incremental borrowing rate is determined based on the rate of interest that the Group would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. The lease term for all of the Group’s leases includes the non-cancellable period of the lease plus any additional periods covered by either a Group’s option to extend (or not to terminate) the lease that the Group is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor. For operating leases, the Group recognizes a single lease cost on a straight-line basis over the remaining lease term. The Group has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less and the Group recognizes lease expense for these leases on a straight-line basis over the lease terms. |
Income taxes | (u) Income taxes The Group accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Group’s operating subsidiaries in PRC are subject to examination by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five ten The Group accrued income tax payable of $9 for the year ended December 31, 2022. The Group did not accrue any liability, interest or penalties related to uncertain tax positions in its provision for income taxes line of its consolidated statements of operations and comprehensive loss for the years ended December 31, 2021 and 2020, respectively. The Group does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months. |
Foreign currency transactions and translations | (v) Foreign currency transactions and translations The functional and reporting currency of the Company is the United States Dollar (“US$”). The Company’s operating subsidiaries in China, Dubai and the United States use their respective currencies Renminbi (“RMB”), United Arab Emirates Dirham (“AED”), and US$ as their functional currencies. The results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive loss included in consolidated statements of changes in shareholders’ equity/(deficit). Gains and losses from foreign currency transactions are included in the results of operations. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements: As of Balance sheet items, except for equity accounts 2022 2021 US$ against RMB 6.8972 6.3726 US$ against AED 3.6722 Not applicable For the years ended December 31, Items in the statements of operations and comprehensive loss, and statements of cash flows 2022 2021 2020 US$ against RMB 6.7290 6.4508 6.9042 US$ against AED 3.6709 Not applicable Not applicable No representation is made that the RMB and AED amounts could have been, or could be, converted into U.S. dollars at the rates used in translation. |
Loss per share | (w) Loss per share Basic loss per share is computed by dividing net loss attributable to ordinary shareholders, taking into consideration the deemed dividends to preferred shareholders (if any), by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. Shares issuable for little to no consideration upon the satisfaction of certain conditions are considered as outstanding shares and included in the computation of basic loss per share as of the date that all necessary conditions have been satisfied. Net losses are not allocated to other participating securities if based on their contractual terms they are not obligated to share the losses. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders, as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the year. Ordinary equivalent shares consist of ordinary shares issuable upon the conversion of the preferred shares, using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Ordinary equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such share would be anti-dilutive. |
Segment reporting | (x) Segment reporting The Group uses the management approach in determining its operating segments. The Group’s chief operating decision maker (“CODM”) identified as the Group’s Chief Executive Officer, relies upon the consolidated results of operations as a whole when making decisions about allocating resources and assessing the performance of the Group. As a result of the assessment made by CODM, the Group has only one reportable segment. The Group does not distinguish between markets or segments for the purpose of internal reporting. Geographic information The majority of the Group’s long-lived assets other than financial instruments, including Property and equipment, net, Intangible assets, net, Operating lease right-of-use asset, net, PIPE escrow account and Long-term investments as of December 31, 2022 and 2021, were located in the Mainland China, the United States, the United Arab Emirates. The following table sets forth the disaggregation of the Groups long-lived assets by geographic area: As of December 31, 2022 2021 The United States $ 100,293,638 $ - The United Arab Emirates 5,483,788 - Mainland China 4,150,545 33,476 Total $ 109,927,971 $ 33,476 |
Recent accounting pronouncements | (y) Recent accounting pronouncements The Group is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGC can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses”, which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02 to provide additional guidance on the credit losses standard. For all other entities, the amendments for ASU 2016-13 are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, with early adoption permitted. Adoption of the ASUs is on a modified retrospective basis. The Group will adopt ASU 2016-13 from January 1, 2023. The Company does not expect the adoption to have a material impact on its consolidated financial statements. Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures. |
Organization and Principal Ac_2
Organization and Principal Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Principal Activities [Abstract] | |
Schedule of loss per share before and after the retrospective adjustments | For the years ended December 31, 2021 2020 Before After Before After Net loss per share attributable to ordinary shareholders of NWTN - Basic and diluted (0.04 ) (0.05 ) (0.04 ) (0.05 ) Weighted average shares used in calculating net loss per share - Basic and diluted 335,164,567 240,029,717 335,164,567 240,029,717 |
Schedule of issuance date of the financial statements | Name Date of Place of Percentage of Principal ICONIQ March 11, 2021 the Cayman Islands 100% Investment holding FZCO March 22, 2022 Dubai 100% Business management, operations, commercialization NWTN Technology USA INC. October 20, 2022 USA 100% Investment holding NWTN Automobile Cars Trading Sole Proprietary LLC February 23, 2023 Dubai 100% Vehicle wholesale and retail NWTN Technologies Industries Solo Proprietorship L.L.C. November 22, 2022 Dubai 100% Business management, operations, commercialization ICONIQ Motors Limited March 24, 2021 British Virgin Islands 100% Investment holding ICONIQ Global Limited April 28, 2021 Hong Kong, PRC 100% Investment holding Suez Top Ventures Limited November 25, 2021 Hong Kong, PRC 100% Investment holding ICONIQ (Tianjin) Investment Co. Ltd (“WFOE”) July 15, 2021 PRC 100% Investment holding ICONIQ (Tianjin) Motors Co., Ltd. August 11, 2021 PRC 100% Investment holding NWTN (Zhejiang) Motors Limited June 14, 2022 PRC 100% Business management, operations, commercialization NWTN Smart Motors Shenzhen New Technology Limited December 30, 2022 PRC 100% Technology development Tianqi Group September 5, 2016 PRC 95.88% Design and technology development Jiangsu ICONIQ New Energy Automobile Manufacturing Co., Ltd. April 18, 2018 PRC 95.88% Manufacturing of vehicles Shanghai Zunyu Automobile Sales Co., Ltd. (“Shanghai Zunyu”) December 27, 2014 PRC 95.88% Vehicle wholesale and retail Shanghai ICONIQ New Energy Development Co., Ltd. (“Shanghai ICONIQ”) April 25, 2014 PRC 95.88% Technology development Tianjin Tianqi New Energy December 7, 2018 PRC 95.88% Technology development East Stone August 9, 2018 BVI 100% Investment holding |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Principal Activities [Abstract] | |
Schedule of property and equipment | Category Estimated Electronic equipment 5 years Vehicles 5 years Production facilities 10 years Battery and charging swap infrastructure 5 years Furniture 5 years Category Estimated Software 2 years Trademark 10 years |
Schedule of fair value measurements of liabilities that were measured at fair value | Fair Value Measurement using Level 1 Level 2 Level 3 Total fair value Warrant liabilities: As of December 31, 2022 $ - $ - $ 500,662 $ 500,662 As of November 11, 2022 $ - $ - $ 262,525 $ 262,525 |
Schedule of Level 3 valuation and is determined using the Black-Scholes valuation model | Private Representative Fair value as of December 31, 2021 - - Acquired from the Business Combination 62,346 200,179 Settlements - - Change in fair value 38,944 199,193 Fair value as of December 31, 2022 101,290 399,372 |
Schedule of fair value on a recurring basis using significant unobservable inputs | Private and Private and Expected term (in years) 5.00 4.86 Volatility 14.94 % 0.00 % Risk-free interest rate 4.12 % 4.03 % Dividend yield 0.00 % 0.00 % |
Schedule of currency exchange rates of consolidated financial statements | As of Balance sheet items, except for equity accounts 2022 2021 US$ against RMB 6.8972 6.3726 US$ against AED 3.6722 Not applicable |
Schedule of currency exchange rates of consolidated financial statements | For the years ended December 31, Items in the statements of operations and comprehensive loss, and statements of cash flows 2022 2021 2020 US$ against RMB 6.7290 6.4508 6.9042 US$ against AED 3.6709 Not applicable Not applicable |
Schedule of groups long-lived assets by geographic area | As of December 31, 2022 2021 The United States $ 100,293,638 $ - The United Arab Emirates 5,483,788 - Mainland China 4,150,545 33,476 Total $ 109,927,971 $ 33,476 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | As of 2022 2021 Smart electric vehicles $ 2,106,957 $ - |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Net Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | As of 2022 2021 Loan to third parties (i) $ 7,000,000 $ - Receivable from a third party (ii) 3,800,000 - Prepaid expenses (iii) 9,061,895 - Advance to a third-party individual (iv) 2,000,000 - Rent deposit 1,494,588 124,618 Deductible input VAT 1,185,903 6,881,223 Advance to staff 165,288 255,430 Others 14,386 53,919 Total $ 24,722,060 $ 7,315,190 (i) In 2022, the Group provided an interests-free loan of $1.0 million to a shareholder, who held 4.3% equity interests of NWTN, and an interests-free loan of $6.0 million to a third party, for their ordinary operations. These loans would be due in October through December 2023. (ii) In 2022, the Group engaged a third party for marketing services with a total consideration of $6.0 million. The Group wrongly prepaid $3.8 million of the consideration to another third party, which was collected by the Group in January 2023. (iii) Prepaid expenses primarily consisted of directors’ and officers’ insurance expenses to be amortized within a year and prepaid commission expenses for financing services as of December 31, 2022. (iv) In 2022, the Group engaged a shareholder, who held 0.4% equity interests of NWTN as of December 31, 2022 and is experienced in investing and financing for investment and financing consulting for the period from January 2023 to January 2024. In 2022, the Group paid an amount of $2 million to this individual as prepayment, which would be expensed as the services provided to the Group. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | As of 2022 2021 Vehicles $ 515,068 $ - Electronic equipment 177,684 71,968 Production facilities 376,929 - Battery and charging swap infrastructure 68,416 - Furniture 45,524 - Construction in process 601,603 - Less: accumulated depreciation (79,885 ) (38,492 ) Property and equipment, net $ 1,705,339 $ 33,476 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets, Net [Abstract] | |
Schedule of intangible assets, net | As of 2022 2021 Software $ 43,254 $ 46,814 Trademark 6,569 - Less: accumulated amortization (43,254 ) (46,814 ) Intangible asset, net $ 6,569 $ - |
Long-Term Investment (Tables)
Long-Term Investment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of long-term investment consisted of equity investments accounted for using the equity method | As of 2022 2021 Equity investments accounted for using the equity method Shanghai OBS Culture and Technology Co., Ltd. (“Shanghai OBS”) $ 2,887,272 $ - |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restricted Net Assets [Abstract] | |
Schedule of detail related to public warrant activity | Public Warrants Number of Weighted Balances as of December 31, 2021 - $ - Assumed through the Business Combination 13,800,000 11.50 Exercised (1,273,608 ) 11.50 Balances as of December 31, 2022 12,526,392 $ 11.50 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Liabilities [Abstract] | |
Schedule of accrued expenses and other liabilities | As of December 31, 2022 2021 Accrued expense (i) $ 18,639,422 $ 7,710,337 Individual income tax payable (ii) 5,114,793 517,713 Payroll payable 9,184,865 18,363,373 Borrowing from a third party 489,796 235,383 Unpaid investment (iii) - 1,510,455 Others 78,905 9,981 Total $ 33,507,781 $ 28,347,242 (i) As of December 31, 2022, accrued expenses mainly consisted of unpaid offering cost of $12.2 million and other accrued expenses. (ii) As of December 31, 2022, the Group settled the payroll payable accumulated from 2019 to 2022 which resulted in an increase in individual income tax payable. (iii) In 2016, Tianqi Group entered into an investment agreement with shareholders of Shanghai Chengshi Automobile Service Co., LTD (“Shanghai Chengshi”) to obtain 100% equity interest of Shanghai Chengshi with a total consideration of $1.4 million (RMB9 million). Pursuant to the agreement, Tianqi Group should (a)pay $0.2 million (RMB1 million) on the signing date of the agreement, (b)pay $1.2 million (RMB8 million) in six months after the completion of the alteration with the administrative department for industry and commerce in accordance with law within three working days. Tianqi Group paid the first installment of $0.2 million to the shareholders of Shanghai Chengshi in 2016. Due to development strategic adjustment, Tianqi Group decided to terminate the investment. In 2018, the shareholders of Shanghai Chengshi sued Tianqi Group for the unpaid investment consideration of $1.2 million. According to the court verdict, Tianqi Group should pay the investment consideration of $1.2 million and accrued interest at the loan prime rate of People’s Bank of China. In 2022, the Group negotiated with the shareholders of Chengshi, the settlement amount was agreed as $1.2 million. As of December 31, 2022, the Group repaid $1.2 million in full. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of information about operating leases | As of December 31, Operating lease right-of-use assets $ 5,328,786 Lease liabilities – current (1,549,725 ) Lease liabilities – non-current (3,920,806 ) Total operating lease liabilities $ (5,470,531 ) |
Schedule of components of Lease Expense | For the Operating lease expense 769,244 Short-term lease expense 507,427 Total lease expense $ 1,276,671 As of December 31, Weighted-average remaining lease term (in years) 4.15 Weighted-average discount rate 4.24 % |
Schedule of Maturities for Operating Lease Liabilities | USD 2023 1,597,286 2024 1,200,535 2025 1,337,565 Thereafter 1,910,349 Total lease payments 6,045,735 Less: imputed interest (575,204 ) Total operating lease liabilities, net of interest 5,470,531 |
Taxation (Tables)
Taxation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of current and deferred portion of income tax expense | For the years ended December 31, 2022 2021 2020 Current income tax expense $ 9 $ - $ - Deferred income tax expense - - - Total income tax expense $ 9 $ - $ - |
Schedule of loss before provision for income tax | For the years ended December 31, 2022 2021 2020 Mainland China $ 17,416,280 $ 13,055,022 $ 12,649,751 Others 23,834,597 9,798 - Total loss before income tax provision $ 41,250,877 $ 13,064,820 $ 12,649,751 |
Schedule of reconciliation statutory income tax rate | For the years ended December 31, 2022 2021 2020 Statutory income tax rate in PRC 25.0 % 25.0 % 25.0 % Tax effect of non-deductible items (1.0 )% (2.7 )% (2.7 )% Tax effect of undeclared expenses (5.5 )% - - Tax effect of R&D expense additional deduction 7.2 % - - Tax effect of fair value changes (0.1 )% - - Tax effect of share-based compensation (1.9 )% Tax effect of income tax rate differences in jurisdictions other than the PRC (10.4 )% - - Tax effect of net operating loss not applicable to carryforwards (6.8 )% (8.3 )% - Changes in valuation allowance (6.5 )% (14.0 )% (22.3 )% Effective tax rate - - - |
Schedule of deferred tax assets | As of December 31, 2022 2021 Deferred tax assets: Net operating loss carried forward $ 18,487,390 $ 13,163,121 State net operating loss carried forwards for US entity 733 - Accrued expenses 553,354 4,590,843 Allowance for doubtful accounts - 39,230 Total deferred tax assets 19,041,477 17,793,194 Less: valuation allowance (19,041,477 ) (17,793,194 ) Deferred tax assets, net of valuation allowance $ - $ - |
Schedule of rollforward of valuation allowance | Rollforward of valuation allowance Balance as of December 31, 2021 $ 17,793,194 Allowance made during the year 2,666,584 Effect of exchange rate differences (1,418,301 ) Balance as of December 31, 2022 $ 19,041,477 |
Schedule of operating loss carry forward | Net operating loss carry forward due by schedule 2023 2024 2025 2026 2027 Total Net operating loss carry forward 20,244,602 9,508,787 4,878,538 2,276,968 36,246,563 73,155,458 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Schedule of related parties and their relationships | No. Name of Related Parties Relationship 1 ICONIQ (Tianjin) New Energy Technology Research Institute (“ICONIQ Institute”) Controlled by the Company’s CEO, Mr. Nan Wu (100%) 2 Magic Minerals Limited (“Magic”) Shareholder of the Company 3 My Car (Shenzhen) Technology Co., Ltd. (“My Car”) A company which the Company’s CEO, Mr. Nan Wu holds 25.3% equity interest 4 Shenzhen Yinghehuicheng Investment Center (Limited Partnership) (“Shenzhen Yinghehuicheng”) A company controlled by a shareholder of the Company, and also a non-controlling shareholder of Tianqi Group 5 Tianjin Tuoda Enterprise Management Service Co., Ltd. (“Tianjin Tuoda”) A company controlled by a group of shareholders of the Company, and also a non-controlling shareholder of Tianqi Group 6 Mr. Nan Wu Shareholder and CEO of the Company 7 Vision Path Holdings Limited (“Vision Path”) Shareholder of the Company |
Schedule of significant related party transactions | For the years ended December 31, Nature 2022 2021 2020 Expense paid by the related parties on behalf of the Group – My Car (i) (2,620,495 ) $ (135,248 ) $ - – Mr. Nan Wu (ii) (425,318 ) - - – ICONIQ Institute (36,560 ) (234,587 ) - – Tianjin Tuoda - (123,038 ) (122,844 ) Expenses paid by the Group on behalf of a related party – Tianjin Tuoda (iv) 6,082,991 - - Loan proceeds from related parties – Vision Path (5,045,326 ) - - – Mr. Nan Wu (ii) (2,893,667 ) - - – Magic - (6,151,351 ) - Payments to related parties – Magic (iii) 6,394,219 - - – Tianjin Tuoda (iv) 7,238,074 - - – My Car (i) 5,807,258 - - Magic loan repaid by related parties on behalf of the Group – Mr. Nan Wu (3,337,792 ) - - – My Car (3,056,427 ) - - Collection of loan to a related party – Tianjin Tuoda (iv) (5,762,653 ) - - – ICONIQ Institute (77,973 ) - - Commission fee to a related party – Tianjin Tuoda (iv) (13,000,000 ) - - Loan to a related party – My Car (i) 1,489,853 - - The claim on My Car transferred to Mr. Nan Wu – Mr. Nan Wu (i) (1,489,853 ) Interest expenses of loan from a related party – Magic (84,218 ) (430,778 ) - Advance petty cash to a related party – Tianjin Tuoda (iv) - - 131,148 – ICONIQ Institute $ - $ 352,509 $ - (i) In 2022, My Car paid loan and expenses on behalf of the Group totaled $5.7 million and the Group repaid $5.8 million. The Group provided loan to My Car of $1.5 million which was transferred to Mr. Nan Wu from My Car, as a result, the balance of amounts due from My Car as of December 31, 2022 was nil (ii) In 2022, Mr. Nan Wu paid loan and expenses on behalf of the Group totaled $3.8 million, net off the expenses the Group paid for Mr. Nan Wu. Mr. Nan Wu also provided interest-free loans of $2.9 million to the Group for ordinary operations in 2022. (iii) In 2021, Magic provided short-term loans totalled $6.2 million to the Group, at an interest rate of 12% per annum. In 2022, My Car and Mr. Nan Wu repaid loan and interest on behalf of the Group to Magic in full. (iv) In 2018 and 2019, the Group provided several short-term interest-free loans totalled $5.7 million to Tianjin Tuoda to support Tianjin Tuoda’s normal operations. During 2020, the Group provided petty cash of $131,148 to Tianjin Tuoda, offset by expenses paid by Tianjin Tuoda of $122,844 on behalf of the Group. In 2021 and May 2022, Tianjin Tuoda repaid the outstanding loan in full. In April 2022, Tianjin Tuoda and the Group entered into a financing service agreement that Tianjin Tuoda would provide financing service for a 6.5% commission fee. In 2022, a PIPE amounted to US$200 million wired into the Group as permanent equity, which was associated with Tianjin Tuoda’s financing service. As a result, the commission fee payable to Tianjin Tuoda was $13 million, which was recognized as additional paid-in capital in the consolidated financial statements. The Group also paid expenses on behalf of Tianjin Tuoda with a total amount of $6.1 million. The Group recognized the balance arising from transaction with Tianjin Tuoda on a net basis resulting in amounts due to Tianjin Tuoda of $3,792 as of December 31, 2022. (v) In August 2022, Vision Path, the Group and Hainan Union Management Co., Ltd (“Hainan Union”) entered into a share transfer agreement. Under the agreement, Vision Path would sell its shares of the Group to Hainan Union with an amount of US$5.0 million and provided the amount to the Group as an interest-free loan for two years to support the Group’s normal operations. The Group provided a guarantee with joint liability of Vision Path’s contingent repayment, see Note 20 Commitments and contingencies for details. |
Schedule related party balances with the related parties | As of December 31, 2022 2021 Amounts due from related parties: – Tianjin Tuoda (iv) - 6,084,940 – ICONIQ Institute - 120,938 Total $ - $ 6,205,878 Amounts due to related parties, current: – Mr. Nan Wu (ii) $ 5,114,224 $ - – Shenzhen Yinghehuicheng 681,436 737,533 – Tianjin Tuoda (iv) 3,792 - – Magic (iii) - 6,662,900 – My Car (i) - 141,477 Amounts due to related parties, non-current: – Vision Path (v) 4,922,287 - Total $ 10,721,739 $ 7,541,910 (i) In 2022, My Car paid loan and expenses on behalf of the Group totaled $5.7 million and the Group repaid $5.8 million. The Group provided loan to My Car of $1.5 million which was transferred to Mr. Nan Wu from My Car, as a result, the balance of amounts due from My Car as of December 31, 2022 was nil (ii) In 2022, Mr. Nan Wu paid loan and expenses on behalf of the Group totaled $3.8 million, net off the expenses the Group paid for Mr. Nan Wu. Mr. Nan Wu also provided interest-free loans of $2.9 million to the Group for ordinary operations in 2022. (iii) In 2021, Magic provided short-term loans totalled $6.2 million to the Group, at an interest rate of 12% per annum. In 2022, My Car and Mr. Nan Wu repaid loan and interest on behalf of the Group to Magic in full. (iv) In 2018 and 2019, the Group provided several short-term interest-free loans totalled $5.7 million to Tianjin Tuoda to support Tianjin Tuoda’s normal operations. During 2020, the Group provided petty cash of $131,148 to Tianjin Tuoda, offset by expenses paid by Tianjin Tuoda of $122,844 on behalf of the Group. In 2021 and May 2022, Tianjin Tuoda repaid the outstanding loan in full. In April 2022, Tianjin Tuoda and the Group entered into a financing service agreement that Tianjin Tuoda would provide financing service for a 6.5% commission fee. In 2022, a PIPE amounted to US$200 million wired into the Group as permanent equity, which was associated with Tianjin Tuoda’s financing service. As a result, the commission fee payable to Tianjin Tuoda was $13 million, which was recognized as additional paid-in capital in the consolidated financial statements. The Group also paid expenses on behalf of Tianjin Tuoda with a total amount of $6.1 million. The Group recognized the balance arising from transaction with Tianjin Tuoda on a net basis resulting in amounts due to Tianjin Tuoda of $3,792 as of December 31, 2022. (v) In August 2022, Vision Path, the Group and Hainan Union Management Co., Ltd (“Hainan Union”) entered into a share transfer agreement. Under the agreement, Vision Path would sell its shares of the Group to Hainan Union with an amount of US$5.0 million and provided the amount to the Group as an interest-free loan for two years to support the Group’s normal operations. The Group provided a guarantee with joint liability of Vision Path’s contingent repayment, see Note 20 Commitments and contingencies for details. |
Organization and Principal Ac_3
Organization and Principal Activities (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization and Principal Activities (Details) [Line Items] | |||
Ordinary shares | 0.0001 | ||
Addition paid-in capital (in Dollars) | $ 9,513 | ||
Basic | 335,164,567 | ||
Diluted | 240,029,717 | ||
Equity interests | 94.66% | ||
Pubco Class A Ordinary Shares [Member] | |||
Organization and Principal Activities (Details) [Line Items] | |||
Class B ordinary shares | 32,715,010 | ||
Class A ordinary shares | 32,715,010 | ||
Pubco Class B Ordinary Shares [Member] | |||
Organization and Principal Activities (Details) [Line Items] | |||
Class B ordinary shares | 207,314,707 | ||
Class A ordinary shares | 207,314,707 |
Organization and Principal Ac_4
Organization and Principal Activities (Details) - Schedule of loss per share before and after the retrospective adjustments - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Before adjustment [Member] | ||
Net loss per share attributable to ordinary shareholders of NWTN | ||
Basic | $ (0.04) | $ (0.04) |
Weighted average shares used in calculating net loss per share | ||
Basic | 335,164,567 | 335,164,567 |
After adjustment [Member] | ||
Net loss per share attributable to ordinary shareholders of NWTN | ||
Basic | $ (0.05) | $ (0.05) |
Weighted average shares used in calculating net loss per share | ||
Basic | 240,029,717 | 240,029,717 |
Organization and Principal Ac_5
Organization and Principal Activities (Details) - Schedule of loss per share before and after the retrospective adjustments (Parentheticals) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Before adjustment [Member] | ||
Organization and Principal Activities (Details) - Schedule of loss per share before and after the retrospective adjustments (Parentheticals) [Line Items] | ||
Diluted | $ (0.04) | $ (0.04) |
Diluted | 335,164,567 | 335,164,567 |
After adjustment [Member] | ||
Organization and Principal Activities (Details) - Schedule of loss per share before and after the retrospective adjustments (Parentheticals) [Line Items] | ||
Diluted | $ (0.05) | $ (0.05) |
Diluted | 240,029,717 | 240,029,717 |
Organization and Principal Ac_6
Organization and Principal Activities (Details) - Schedule of issuance date of the financial statements | 12 Months Ended |
Dec. 31, 2022 | |
ICONIQ [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Mar. 11, 2021 |
Place of Incorporation | the Cayman Islands |
Percentage of ownership | 100% |
Principal Activities | Investment holding |
FZCO [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Mar. 22, 2022 |
Place of Incorporation | Dubai |
Percentage of ownership | 100% |
Principal Activities | Business management, operations, commercialization |
NWTN Technology USA INC. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Oct. 20, 2022 |
Place of Incorporation | USA |
Percentage of ownership | 100% |
Principal Activities | Investment holding |
NWTN Automobile Cars Trading Sole Proprietary LLC [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Feb. 23, 2023 |
Place of Incorporation | Dubai |
Percentage of ownership | 100% |
Principal Activities | Vehicle wholesale and retail |
NWTN Technologies Industries Solo Proprietorship L.L.C. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Nov. 22, 2022 |
Place of Incorporation | Dubai |
Percentage of ownership | 100% |
Principal Activities | Business management, operations, commercialization |
ICONIQ Motors Limited [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Mar. 24, 2021 |
Place of Incorporation | British Virgin Islands |
Percentage of ownership | 100% |
Principal Activities | Investment holding |
ICONIQ Global Limited [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Apr. 28, 2021 |
Place of Incorporation | Hong Kong, PRC |
Percentage of ownership | 100% |
Principal Activities | Investment holding |
Suez Top Ventures Limited [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Nov. 25, 2021 |
Place of Incorporation | Hong Kong, PRC |
Percentage of ownership | 100% |
Principal Activities | Investment holding |
ICONIQ (Tianjin) Investment Co. Ltd (“WFOE”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Jul. 15, 2021 |
Place of Incorporation | PRC |
Percentage of ownership | 100% |
Principal Activities | Investment holding |
ICONIQ (Tianjin) Motors Co., Ltd. [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Aug. 11, 2021 |
Place of Incorporation | PRC |
Percentage of ownership | 100% |
Principal Activities | Investment holding |
NWTN (Zhejiang) Motors Limited (“NWTN Zhejiang”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Jun. 14, 2022 |
Place of Incorporation | PRC |
Percentage of ownership | 100% |
Principal Activities | Business management, operations, commercialization |
NWTN Smart Motors Shenzhen New Technology Limited [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Dec. 30, 2022 |
Place of Incorporation | PRC |
Percentage of ownership | 100% |
Principal Activities | Technology development |
Tianqi Group [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Sep. 05, 2016 |
Place of Incorporation | PRC |
Percentage of ownership | 95.88% |
Principal Activities | Design and technology development |
Jiangsu ICONIQ New Energy Automobile Manufacturing Co., Ltd. (“Jiangsu ICONIQ”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Apr. 18, 2018 |
Place of Incorporation | PRC |
Percentage of ownership | 95.88% |
Principal Activities | Manufacturing of vehicles |
Shanghai Zunyu Automobile Sales Co., Ltd. (“Shanghai Zunyu”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Dec. 27, 2014 |
Place of Incorporation | PRC |
Percentage of ownership | 95.88% |
Principal Activities | Vehicle wholesale and retail |
Shanghai ICONIQ New Energy Development Co., Ltd. (“Shanghai ICONIQ”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Apr. 25, 2014 |
Place of Incorporation | PRC |
Percentage of ownership | 95.88% |
Principal Activities | Technology development |
Tianjin Tianqi New Energy Automobile Co., Ltd. (“Tianjin Tianqi”) [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Dec. 07, 2018 |
Place of Incorporation | PRC |
Percentage of ownership | 95.88% |
Principal Activities | Technology development |
East Stone [Member] | |
Condensed Financial Statements, Captions [Line Items] | |
Date of Incorporation | Aug. 09, 2018 |
Place of Incorporation | BVI |
Percentage of ownership | 100% |
Principal Activities | Investment holding |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2022 CNY (¥) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Other underwriting expense | $ 34,200,000 | |||
Advertising cost | 900,000 | |||
Comprehensive loss amounted | $ 400,000 | $ 700,000 | $ 900,000 | |
Extended term | 5 years | |||
Pricing issues terms | 10 years | 10 years | ||
Accrued income tax payable | $ 9 | |||
Number of reporting units | 1 | 1 | ||
Minimum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Underpayment of taxes | ¥ | ¥ 100,000 | |||
Maximum [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Underpayment of taxes | $ (14,537) | |||
Private Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Warrants per share (in Dollars per share) | $ / shares | $ 0.58 | |||
Shares, issued (in Shares) | shares | 350,000 | |||
Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Warrants per share (in Dollars per share) | $ / shares | $ 0.58 | |||
Exercise price (in Dollars per share) | $ / shares | $ 12 | |||
Representative Warrants (in Shares) | shares | 690,000 | |||
Public Warrants [Member] | ||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||
Exercise price (in Dollars per share) | $ / shares | $ 11.5 | |||
Public warrants (in Shares) | shares | 13,800,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of property and equipment | 12 Months Ended |
Dec. 31, 2022 | |
Electronic equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment, net | 5 years |
Vehicles [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment, net | 5 years |
Production Facilities [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment, net | 10 years |
Battery and Charging Swap Infrastructure [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment, net | 5 years |
Furniture [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment, net | 5 years |
Software [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment, net | 2 years |
Trademark [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Estimated useful lives of property and equipment, net | 10 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of fair value measurements of liabilities that were measured at fair value - USD ($) | Dec. 31, 2022 | Nov. 11, 2022 |
Warrant liabilities: | ||
Warrant liabilities | $ 500,662 | $ 262,525 |
Level 1 [Member] | ||
Warrant liabilities: | ||
Warrant liabilities | ||
Level 2 [Member] | ||
Warrant liabilities: | ||
Warrant liabilities | ||
Level 3 [Member] | ||
Warrant liabilities: | ||
Warrant liabilities | $ 500,662 | $ 262,525 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Level 3 valuation and is determined using the Black-Scholes valuation model | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Private Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Acquired from the Business Combination | 62,346 |
Settlements | |
Change in fair value | 38,944 |
Ending balance | 101,290 |
Representative Warrants [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Beginning balance | |
Acquired from the Business Combination | 200,179 |
Settlements | |
Change in fair value | 199,193 |
Ending balance | $ 399,372 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of fair value on a recurring basis using significant unobservable inputs | Dec. 31, 2022 | Nov. 11, 2022 |
Schedule Of Fair Value On ARecurring Basis Using Significant Unobservable Inputs Abstract | ||
Expected term (in years) | 4 years 10 months 9 days | 5 years |
Volatility | 0% | 14.94% |
Risk-free interest rate | 4.03% | 4.12% |
Dividend yield | 0% | 0% |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of currency exchange rates of consolidated financial statements | Dec. 31, 2022 | Dec. 31, 2021 |
US$ against RMB [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Balance sheet items, except for equity accounts | 6.8972 | 6.3726 |
US$ against AED [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Balance sheet items, except for equity accounts | 3.6722 | Not applicable |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of currency exchange rates of consolidated financial statements | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
US$ against RMB [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of currency exchange rates of consolidated financial statements [Line Items] | |||
Items in the statements of operations and comprehensive loss, and statements of cash flows | 6.7290 | 6.4508 | 6.9042 |
US$ against AED [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of currency exchange rates of consolidated financial statements [Line Items] | |||
Items in the statements of operations and comprehensive loss, and statements of cash flows | 3.6709 | Not applicable | Not applicable |
Summary of Significant Accou_10
Summary of Significant Accounting Policies (Details) - Schedule of groups long-lived assets by geographic area - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Geographic information | $ 109,927,971 | $ 33,476 |
The United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Geographic information | 100,293,638 | |
The United Arab Emirates [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Geographic information | 5,483,788 | |
Mainland China [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Geographic information | $ 4,150,545 | $ 33,476 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Inventories Abstract | ||
Smart electric vehicles | $ 2,106,957 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Prepaid Expenses and Other Current Assets (Details) [Line Items] | |||
Interests-free loan | $ 6,000,000 | ||
Prepaid consideration | 3,800,000 | ||
Individual as prepayment | 2,000,000 | ||
bad debt expense | $ 1,129,993 | ||
Wrote off bad debt provision | $ 144,986 | $ 1,129,993 | |
NWTN [Member] | |||
Prepaid Expenses and Other Current Assets (Details) [Line Items] | |||
Interests-free loan | $ 1,000,000 | ||
Equity interests | 4.30% | ||
Series of Individually Immaterial Business Acquisitions [Member] | |||
Prepaid Expenses and Other Current Assets (Details) [Line Items] | |||
Total consideration | $ 6,000,000 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Prepaid Expenses and Other Current Assets [Abstract] | |||
Loan to third parties | [1] | $ 7,000,000 | |
Receivable from a third party | [2] | 3,800,000 | |
Prepaid expenses | [3] | 9,061,895 | |
Advance to a third-party individual | [4] | 2,000,000 | |
Rent deposit | 1,494,588 | 124,618 | |
Deductible input VAT | 1,185,903 | 6,881,223 | |
Advance to staff | 165,288 | 255,430 | |
Others | 14,386 | 53,919 | |
Total | $ 24,722,060 | $ 7,315,190 | |
[1] In 2022, the Group provided an interests-free loan of $1.0 million to a shareholder, who held 4.3% equity interests of NWTN, and an interests-free loan of $6.0 million to a third party, for their ordinary operations. These loans would be due in October through December 2023. In 2022, the Group engaged a third party for marketing services with a total consideration of $6.0 million. The Group wrongly prepaid $3.8 million of the consideration to another third party, which was collected by the Group in January 2023. Prepaid expenses primarily consisted of directors’ and officers’ insurance expenses to be amortized within a year and prepaid commission expenses for financing services as of December 31, 2022. In 2022, the Group engaged a shareholder, who held 0.4% equity interests of NWTN as of December 31, 2022 and is experienced in investing and financing for investment and financing consulting for the period from January 2023 to January 2024. In 2022, the Group paid an amount of $2 million to this individual as prepayment, which would be expensed as the services provided to the Group. |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 44,682 | $ 13,508 | $ 39,573 |
Property and Equipment, Net (_2
Property and Equipment, Net (Details) - Schedule of property and equipment, net - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Property and Equipment Net [Abstract] | ||
Vehicles | $ 515,068 | |
Electronic equipment | 177,684 | 71,968 |
Production facilities | 376,929 | |
Battery and charging swap infrastructure | 68,416 | |
Furniture | 45,524 | |
Construction in process | 601,603 | |
Less: accumulated depreciation | (79,885) | (38,492) |
Property and equipment, net | $ 1,705,339 | $ 33,476 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Intangible Assets, Net [Abstract] | |||
Amortization expense | $ 2,645 | $ 21,605 |
Intangible Assets, Net (Detai_2
Intangible Assets, Net (Details) - Schedule of intangible assets, net - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Intangible Assets Net [Abstract] | ||
Software | $ 43,254 | $ 46,814 |
Trademark | 6,569 | |
Less: accumulated amortization | (43,254) | (46,814) |
Intangible asset, net | $ 6,569 |
Pipe Escrow Account (Details)
Pipe Escrow Account (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2022 | |
Pipe Escrow Account (Details) [Line Items] | ||
Subscription agreement price | $ 200 | |
Transfer amount | $ 200 | |
Investor’s share selling description | NWTN’s market share price (VWAP of 10 days,1 month, 3 months) and PIPE Investor’s share selling plan for the following 6 months, if any, is to be evaluated on a quarterly basis. At times of market price of NWTN’s shares drop below $10.26 and the total difference between market price and $10.26 (plus the shortage to make guaranteed 15%minimum annual return) exceeds the escrow account balance of US$100 million, NWTN should deposit additional funds to make up the difference. | |
Annual return percentage | 15% | |
Cash disbursements | $ 100 | |
Funds redirected to operating account | $ 100 | |
NWTN [Member] | ||
Pipe Escrow Account (Details) [Line Items] | ||
Investor’s share selling description | To cover Pledgee’s PIPE investment in NWTN by reimbursing the Pledgee the difference between the sales price of Pledgee’s NWTN stocks in open market and the $10.26 book value of Pledgee’s holding shares, if the sales price is lower than the $10.26 book value, for a period of 24 months. | |
Annual return percentage | 15% | |
NWTN [Member] | Minimum [Member] | ||
Pipe Escrow Account (Details) [Line Items] | ||
Annual return percentage | 15% | |
PIPE Investors [Member] | ||
Pipe Escrow Account (Details) [Line Items] | ||
Annual return percentage | 15% |
Long-Term Investment (Details)
Long-Term Investment (Details) ¥ in Millions | Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | Nov. 30, 2022 CNY (¥) |
Debt Disclosure [Abstract] | |||
Invested amount | $ 2,900,000 | ¥ 20 | |
Equity interests percentage | 20% | 20% | |
Equity investee’s net loss amount | $ 12,767 |
Long-Term Investment (Details)
Long-Term Investment (Details) - Schedule of long-term investment consisted of equity investments accounted for using the equity method - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Long Term Investment Consisted of Equity Investments Accounted for Using the Equity Method [Abstract] | ||
Shanghai Chaoxing Yuanli Culture Technology Co., Ltd (“Shanghai Chaoxing”) | $ 2,887,272 |
Accounts Payable (Details)
Accounts Payable (Details) $ in Millions | Dec. 31, 2021 USD ($) |
Accounts Payable [Abstract] | |
Accounts payable | $ 3.1 |
Loans from a Third Party (Detai
Loans from a Third Party (Details) ¥ in Millions, $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 | |
Loans from a Third Party [Abstract] | ||||
Other loans | $ 18 | ¥ 115 | ||
Interest rate | 8% | 8% | 12% | |
Debt Instrument, Term | 1 year | 1 year | ||
Undiscounted cash flow | $ 0.7 | ¥ 4.4 | ||
Legal fees | $ 6.1 | ¥ 41.4 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Jan. 03, 2023 | |
Common Stock Warrants (Details) [Line Items] | ||
Common stock warrants outstanding | 14,840,000 | |
Public warrants | 350,000 | |
Private warrants | 350,000 | |
Public Warrants outstanding | 12,526,392 | |
Ordinary share at a price (in Dollars per share) | $ 12 | |
Sale of stock, price per share (in Dollars per share) | $ 18 | |
Gross proceeds (in Dollars) | $ 7,300,000 | |
Payments received (in Dollars) | 6,700,000 | |
Other receivable (in Dollars) | $ 600,000 | |
Subsequently received (in Dollars) | $ 600,000 | |
Contractual term | 4 years 10 months 24 days | |
Warrant [Member] | ||
Common Stock Warrants (Details) [Line Items] | ||
Public warrants | 13,800,000 | |
Representative warrants | 690,000 | |
Public Warrants [Member] | ||
Common Stock Warrants (Details) [Line Items] | ||
Ordinary share at a price (in Dollars per share) | $ 11.5 | |
Price per warrant (in Dollars per share) | $ 0.01 | |
Public warrants exercised | 1,273,608 | |
Warrant Liabilities [Member] | ||
Common Stock Warrants (Details) [Line Items] | ||
Representative warrants | 690,000 | |
Ordinary share at a price (in Dollars per share) | $ 11.5 | |
Exercise price of representative warrants (in Dollars) | $ 12 |
Common Stock Warrants (Detail_2
Common Stock Warrants (Details) - Schedule of detail related to public warrant activity | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Schedule of Detail Related to Public Warrant Activity [Abstract] | |
Number of warrants outstanding, beginning of year | shares | |
Weighted average exercise price outstanding, beginning of year | $ / shares | |
Number of Warrants, Assumed through the Business Combination | shares | 13,800,000 |
Weighted Average Exercise Price, Assumed through the Business Combination | $ / shares | $ 11.5 |
Number of Warrants, Exercised | shares | (1,273,608) |
Weighted Average Exercise Price, Exercised | $ / shares | $ 11.5 |
Number of Warrants, ending of the year | shares | 12,526,392 |
Weighted Average Exercise Price, ending of the year | $ / shares | $ 11.5 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities (Details) ¥ in Millions | 12 Months Ended | ||||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2018 USD ($) | Dec. 31, 2016 USD ($) | Dec. 31, 2016 CNY (¥) | |
Accrued Expenses and Other Liabilities (Details) [Line Items] | |||||
Deferred offering cost | $ 12,200,000 | ||||
Equity interest percentage | 100% | 100% | |||
Total consideration | $ 1,400,000 | ¥ 9 | |||
Agreement amount | 1,200,000 | 8 | |||
Installment paid | 200,000 | ||||
Unpaid investment | $ 1,200,000 | ||||
Investment pay | $ 1,200,000 | ||||
Settlement amount | 1,200,000 | ||||
Repaid | 1,200,000 | ||||
Balances amount | $ 4,000,000 | ||||
Due to bank restriction | $ 117,409 | ||||
Accrued expenses and other current liabilities | $ 11,700,000 | ||||
Tianqi Group [Member] | |||||
Accrued Expenses and Other Liabilities (Details) [Line Items] | |||||
Agreement amount | $ 200,000 | ¥ 1 |
Accrued Expenses and Other Li_4
Accrued Expenses and Other Liabilities (Details) - Schedule of accrued expenses and other liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Accrued Expenses And Other Liabilities Abstract | |||
Accrued expense | [1] | $ 18,639,422 | $ 7,710,337 |
Individual income tax payable | [2] | 5,114,793 | 517,713 |
Payroll payable | 9,184,865 | 18,363,373 | |
Borrowing from a third party | 489,796 | 235,383 | |
Unpaid investment | [3] | 1,510,455 | |
Others | 78,905 | 9,981 | |
Total | $ 33,507,781 | $ 28,347,242 | |
[1] As of December 31, 2022, accrued expenses mainly consisted of unpaid offering cost of $12.2 million and other accrued expenses. As of December 31, 2022, the Group settled the payroll payable accumulated from 2019 to 2022 which resulted in an increase in individual income tax payable. In 2016, Tianqi Group entered into an investment agreement with shareholders of Shanghai Chengshi Automobile Service Co., LTD (“Shanghai Chengshi”) to obtain 100% equity interest of Shanghai Chengshi with a total consideration of $1.4 million (RMB9 million). Pursuant to the agreement, Tianqi Group should (a)pay $0.2 million (RMB1 million) on the signing date of the agreement, (b)pay $1.2 million (RMB8 million) in six months after the completion of the alteration with the administrative department for industry and commerce in accordance with law within three working days. |
Leases (Details) - Schedule of
Leases (Details) - Schedule of information about operating leases | Dec. 31, 2022 USD ($) |
Schedule Of Information About Operating Leases Abstract | |
Operating lease right-of-use assets | $ 5,328,786 |
Lease liabilities – current | (1,549,725) |
Lease liabilities – non-current | (3,920,806) |
Total operating lease liabilities | $ (5,470,531) |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of components of Lease Expense | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Schedule Of Components Of Lease Expense Abstract | |
Operating lease expense | $ 769,244 |
Short-term lease expense | 507,427 |
Total lease expense | $ 1,276,671 |
Weighted-average remaining lease term (in years) | 4 years 1 month 24 days |
Weighted-average discount rate | 4.24% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Maturities for Operating Lease Liabilities | Dec. 31, 2022 USD ($) |
Schedule Of Maturities For Operating Lease Liabilities Abstract | |
2023 | $ 1,597,286 |
2024 | 1,200,535 |
2025 | 1,337,565 |
Thereafter | 1,910,349 |
Total lease payments | 6,045,735 |
Less: imputed interest | (575,204) |
Total operating lease liabilities, net of interest | $ 5,470,531 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Nov. 11, 2022 | |
Share-Based Compensation (Details) [Line Items] | ||
Received share percentage | 10% | |
Ordinary shares | 3,635,001 | |
Market price per share | $ 7.3 | |
General and administrative expenses | $ 3.2 | |
Class A Ordinary Share [Member] | ||
Share-Based Compensation (Details) [Line Items] | ||
Received share percentage | 90% | |
Ordinary shares | 32,715,010 |
Taxation (Details)
Taxation (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxation (Details) [Line Items] | |||
Profit tax | $ 2,000,000 | ||
Corporate percentage | 8.25% | ||
Profit tax rate percentage | 25% | 25% | 25% |
Profit exceeding | $ 2,000,000 | ||
Effective Income Tax Rate Reconciliation, Tax Exempt Income, Percent | 16.50% | ||
Accounting standards rate percentage | 25% | ||
Profit tax rate percentage | 21% | ||
Operating loss carryforward | $ 11,186 | ||
Deferred tax valuation allowance | $ 19,041,477 | $ 17,793,194 | $ 15,565,127 |
HONG KONG | |||
Taxation (Details) [Line Items] | |||
Profit tax rate percentage | 16.50% | ||
State and Local Jurisdiction [Member] | |||
Taxation (Details) [Line Items] | |||
Operating loss carryforward | $ 11,186 |
Taxation (Details) - Schedule o
Taxation (Details) - Schedule of current and deferred portion of income tax expense - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Current And Deferred Portion Of Income Tax Expense Abstract | |||
Current income tax expense | $ 9 | ||
Deferred income tax expense | |||
Total income tax expense | $ 9 |
Taxation (Details) - Schedule_2
Taxation (Details) - Schedule of loss before provision for income tax - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Taxation (Details) - Schedule of loss before provision for income tax [Line Items] | |||
Total loss before income tax expenses | $ 41,250,877 | $ 13,064,820 | $ 12,649,751 |
Mainland China [Member] | |||
Taxation (Details) - Schedule of loss before provision for income tax [Line Items] | |||
Total loss before income tax expenses | 17,416,280 | 13,055,022 | 12,649,751 |
Others [Member] | |||
Taxation (Details) - Schedule of loss before provision for income tax [Line Items] | |||
Total loss before income tax expenses | $ 23,834,597 | $ 9,798 |
Taxation (Details) - Schedule_3
Taxation (Details) - Schedule of reconciliation statutory income tax rate | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Reconciliation Statutory Income Tax Rate Abstract | |||
Statutory income tax rate in PRC | 25% | 25% | 25% |
Tax effect of non-deductible items | (1.00%) | (2.70%) | (2.70%) |
Tax effect of undeclared expenses | (5.50%) | ||
Tax effect of R&D expense additional deduction | 7.20% | ||
Tax effect of fair value changes | (0.10%) | ||
Tax effect of share-based compensation | (1.90%) | ||
Tax effect of income tax rate differences in jurisdictions other than the PRC | (10.40%) | ||
Tax effect of net operating loss not applicable to carryforwards | (6.80%) | (8.30%) | |
Changes in valuation allowance | (6.50%) | (14.00%) | (22.30%) |
Effective tax rate |
Taxation (Details) - Schedule_4
Taxation (Details) - Schedule of deferred tax assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Net operating loss carried forward | $ 18,487,390 | $ 13,163,121 |
State net operating loss carried forwards for US entity | 733 | |
Accrued expenses | 553,354 | 4,590,843 |
Allowance for doubtful accounts | 39,230 | |
Total deferred tax assets | 19,041,477 | 17,793,194 |
Less: valuation allowance | (19,041,477) | (17,793,194) |
Deferred tax assets, net of valuation allowance |
Taxation (Details) - Schedule_5
Taxation (Details) - Schedule of rollforward of valuation allowance | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Rollforward of valuation allowance | |
Beginning balance | $ 17,793,194 |
Allowance made during the year | 2,666,584 |
Effect of exchange rate differences | (1,418,301) |
Ending balance | $ 19,041,477 |
Taxation (Details) - Schedule_6
Taxation (Details) - Schedule of operating loss carry forward | Dec. 31, 2022 USD ($) |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forward | $ 73,155,458 |
Two Thousand Tweenty Three [Member[ | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forward | 20,244,602 |
Two Thousand Tweenty Four [Member[ | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forward | 9,508,787 |
Two Thousand Tweenty Five [Member[ | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forward | 4,878,538 |
Two Thousand Tweenty Six [Member[ | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forward | 2,276,968 |
Two Thousand Tweenty Seven [Member[ | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carry forward | $ 36,246,563 |
Ordinary Shares (Details)
Ordinary Shares (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Ordinary Shares (Details) [Line Items] | ||
Ordinary shares voting, description | Each Class A ordinary shares are convertible into one Class B ordinary shares at any time at the option of holder of such Class A ordinary share. | |
Total consideration amount (in Dollars) | $ 7.3 | |
Outstanding amount (in Dollars) | $ 0.6 | |
Class A Ordinary Shares [Member] | ||
Ordinary Shares (Details) [Line Items] | ||
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Class B Ordinary Shares [Member] | ||
Ordinary Shares (Details) [Line Items] | ||
Ordinary shares, shares authorized | 400,000,000 | 400,000,000 |
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares issued | 636,804 | |
Outstanding rights converted shares | 6,532,646 | |
Class B Ordinary Shares [Member] | PIPE Investors [Member] | ||
Ordinary Shares (Details) [Line Items] | ||
Ordinary shares, shares issued | 38,986,354 |
Non-Controlling Interests (Deta
Non-Controlling Interests (Details) | 1 Months Ended | 12 Months Ended | |||||||
Nov. 24, 2021 USD ($) | Nov. 24, 2021 CNY (¥) | Dec. 31, 2020 | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2021 USD ($) | Dec. 31, 2016 USD ($) | Dec. 31, 2016 CNY (¥) | Dec. 31, 2021 CNY (¥) | |
Non-Controlling Interests (Details) [Line Items] | |||||||||
Non-controlling interests percentage | 4.12% | 4.12% | 5.30% | ||||||
Consideration amount | $ 1,400,000 | ¥ 9,000,000 | |||||||
Non-controlling interests amount | $ 2,832,155 | ¥ 18,048,191 | |||||||
Investment amount | $ 166,700,000 | ¥ 1,088,000,000 | |||||||
Converted debts percentage | 10.625% | ||||||||
Aggregated holding interest rate | 33.30% | ||||||||
Capital contribution | $ 44,600,000 | ¥ 300,000,000 | |||||||
Non-controlling interests amount (in Dollars) | $ 2,572,046 | $ 2,946,995 | |||||||
Tianqi Group [Member] | |||||||||
Non-Controlling Interests (Details) [Line Items] | |||||||||
Non-controlling interests percentage | 25% | 25% | 4.76% | ||||||
Decreased in non-controlling interest | 4.12% | 4.12% | |||||||
Tianqi Group [Member] | Minimum [Member] | |||||||||
Non-Controlling Interests (Details) [Line Items] | |||||||||
Increase to equity interest percentage | 75% | 75% | |||||||
Tianqi Group [Member] | Maximum [Member] | |||||||||
Non-Controlling Interests (Details) [Line Items] | |||||||||
Increase to equity interest percentage | 100% | 100% | |||||||
Tianjin Tianqi [Member] | |||||||||
Non-Controlling Interests (Details) [Line Items] | |||||||||
Non-controlling interests percentage | 25% | ||||||||
Consideration amount | $ 21,969 | ¥ 140,000 | |||||||
ICONIQ [Member] | |||||||||
Non-Controlling Interests (Details) [Line Items] | |||||||||
Aggregated holding interest rate | 39.20% | ||||||||
NWTN Zhejiang [Member] | |||||||||
Non-Controlling Interests (Details) [Line Items] | |||||||||
Decreased in non-controlling interest | 5.30% | 5.30% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2022 | Dec. 31, 2022 | Aug. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions (Details) [Line Items] | |||||
Loan and expenses | $ 5,700,000 | ||||
Paid expenses | 5,800,000 | $ 131,148 | |||
Due amount | |||||
Interest-free loans | $ 2,900,000 | ||||
Short-term loans | $ 6,200,000 | ||||
Interest rate | 8% | 12% | |||
Short-term interest | $ 5,700,000 | ||||
Commission fee in percentage | 6.50% | ||||
Permanent equity | 200,000,000 | ||||
Commission fee payable | 13,000,000 | ||||
Paid expenses | 6,100,000 | ||||
Total paid expenses | 3,792 | ||||
Agreement amount | $ 5,000,000 | ||||
Mr. Nan Wu [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Paid expenses | 3,800,000 | ||||
Loan amount transferred | $ 1,500,000 | ||||
Tianjin Tuoda [Member] | |||||
Related Party Transactions (Details) [Line Items] | |||||
Paid expenses | $ 122,844 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of related parties and their relationships | 12 Months Ended |
Dec. 31, 2022 | |
ICONIQ (Tianjin) New Energy Technology Research Institute (“ICONIQ Institute”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of Related Parties | ICONIQ (Tianjin) New Energy Technology Research Institute (“ICONIQ Institute”) |
Relationship | Controlled by the Company’s CEO, Mr. Nan Wu (100%) |
Magic Minerals Limited (“Magic”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of Related Parties | Magic Minerals Limited (“Magic”) |
Relationship | Shareholder of the Company |
My Car (Shenzhen) Technology Co., Ltd. (“My Car”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of Related Parties | My Car (Shenzhen) Technology Co., Ltd. (“My Car”) |
Relationship | A company which the Company’s CEO, Mr. Nan Wu holds 25.3% equity interest |
Shenzhen Yinghehuicheng Investment Center (Limited Partnership) (“Shenzhen Yinghehuicheng”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of Related Parties | Shenzhen Yinghehuicheng Investment Center (Limited Partnership) (“Shenzhen Yinghehuicheng”) |
Relationship | A company controlled by a shareholder of the Company, and also a non-controlling shareholder of Tianqi Group |
Tianjin Tuoda Enterprise Management Service Co., Ltd. (“Tianjin Tuoda”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of Related Parties | Tianjin Tuoda Enterprise Management Service Co., Ltd. (“Tianjin Tuoda”) |
Relationship | A company controlled by a group of shareholders of the Company, and also a non-controlling shareholder of Tianqi Group |
Mr. Nan Wu [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of Related Parties | Mr. Nan Wu |
Relationship | Shareholder and CEO of the Company |
Vision Path [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Name of Related Parties | Vision Path Holdings Limited (“Vision Path”) |
Relationship | Shareholder of the Company |
Related Party Transactions (D_3
Related Party Transactions (Details) - Schedule of significant related party transactions - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | ||
My Car [Member] | ||||
Expense paid by the related parties on behalf of the Group | ||||
Expense paid by the related parties on behalf of the Group | [1] | $ (2,620,495) | $ (135,248) | |
Payments to related parties | ||||
Payments to related parties | [1] | 5,807,258 | ||
Magic loan repaid by related parties on behalf of the Group | ||||
Magic loan repaid by related parties on behalf of the Group | (3,056,427) | |||
Loan to a related party | ||||
Loan to a related party | [1] | 1,489,853 | ||
Advance petty cash to a related party | ||||
Advance petty cash to a related party | [2] | 131,148 | ||
Mr. Nan Wu [Member] | ||||
Expense paid by the related parties on behalf of the Group | ||||
Expense paid by the related parties on behalf of the Group | [3] | (425,318) | ||
Loan proceeds from related parties | ||||
Loan proceeds from related parties | [3] | (2,893,667) | ||
Magic loan repaid by related parties on behalf of the Group | ||||
Magic loan repaid by related parties on behalf of the Group | (3,337,792) | |||
The claim on My Car transferred to Mr. Nan Wu | ||||
The claim on My Car transferred to Mr. Nan Wu | [1] | (1,489,853) | ||
ICONIQ Institute [Member] | ||||
Expense paid by the related parties on behalf of the Group | ||||
Expense paid by the related parties on behalf of the Group | (36,560) | (234,587) | ||
Collection of loan to a related party | ||||
Collection of loan to a related party | (77,973) | |||
Advance petty cash to a related party | ||||
Advance petty cash to a related party | 352,509 | |||
Tianjin Tuoda [Member] | ||||
Expense paid by the related parties on behalf of the Group | ||||
Expense paid by the related parties on behalf of the Group | (123,038) | (122,844) | ||
Expenses paid by the Group on behalf of a related party | ||||
Expenses paid by the Group on behalf of a related party | [2] | 6,082,991 | ||
Payments to related parties | ||||
Payments to related parties | [2] | 7,238,074 | ||
Collection of loan to a related party | ||||
Collection of loan to a related party | [2] | (5,762,653) | ||
Commission fee to a related party | ||||
Commission fee to a related party | [2] | (13,000,000) | ||
Vision Path [Member] | ||||
Loan proceeds from related parties | ||||
Loan proceeds from related parties | (5,045,326) | |||
Magic [Member] | ||||
Loan proceeds from related parties | ||||
Loan proceeds from related parties | (6,151,351) | |||
Payments to related parties | ||||
Payments to related parties | [4] | 6,394,219 | ||
Interest expenses of loan from a related party | ||||
Interest expenses of loan from a related party | $ (84,218) | $ (430,778) | ||
[1] In 2022, My Car paid loan and expenses on behalf of the Group totaled $5.7 million and the Group repaid $5.8 million. The Group provided loan to My Car of $1.5 million which was transferred to Mr. Nan Wu from My Car, as a result, the balance of amounts due from My Car as of December 31, 2022 was nil In 2022, Mr. Nan Wu paid loan and expenses on behalf of the Group totaled $3.8 million, net off the expenses the Group paid for Mr. Nan Wu. Mr. Nan Wu also provided interest-free loans of $2.9 million to the Group for ordinary operations in 2022. In 2021, Magic provided short-term loans totalled $6.2 million to the Group, at an interest rate of 12% per annum. In 2022, My Car and Mr. Nan Wu repaid loan and interest on behalf of the Group to Magic in full. |
Related Party Transactions (D_4
Related Party Transactions (Details) - Schedule related party balances with the related parties - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Tianjin Tuoda [Member] | |||
Amounts due from related parties: | |||
Amounts due from related parties | [1] | $ 6,084,940 | |
Amounts due to related parties, current: | |||
Amounts due to related parties, current | [1] | 3,792 | |
ICONIQ Institute [Member] | |||
Amounts due from related parties: | |||
Amounts due from related parties | 120,938 | ||
Total [Member] | |||
Amounts due from related parties: | |||
Amounts due from related parties | 6,205,878 | ||
Amounts due to related parties, non-current: | |||
Amounts due to related parties, non-current | 10,721,739 | 7,541,910 | |
Mr. Nan Wu [Member] | |||
Amounts due to related parties, current: | |||
Amounts due to related parties, current | [2] | 5,114,224 | |
Shenzhen Yinghehuicheng [Member] | |||
Amounts due to related parties, current: | |||
Amounts due to related parties, current | 681,436 | 737,533 | |
Magic [Member] | |||
Amounts due to related parties, current: | |||
Amounts due to related parties, current | [3] | 6,662,900 | |
My Car [Member] | |||
Amounts due to related parties, current: | |||
Amounts due to related parties, current | [4] | 141,477 | |
Vision Path [Member] | |||
Amounts due to related parties, non-current: | |||
Amounts due to related parties, non-current | [5] | $ 4,922,287 | |
[1]In 2018 and 2019, the Group provided several short-term interest-free loans totalled $5.7 million to Tianjin Tuoda to support Tianjin Tuoda’s normal operations. During 2020, the Group provided petty cash of $131,148 to Tianjin Tuoda, offset by expenses paid by Tianjin Tuoda of $122,844 on behalf of the Group. In 2021 and May 2022, Tianjin Tuoda repaid the outstanding loan in full.[2] In 2022, Mr. Nan Wu paid loan and expenses on behalf of the Group totaled $3.8 million, net off the expenses the Group paid for Mr. Nan Wu. Mr. Nan Wu also provided interest-free loans of $2.9 million to the Group for ordinary operations in 2022. In 2021, Magic provided short-term loans totalled $6.2 million to the Group, at an interest rate of 12% per annum. In 2022, My Car and Mr. Nan Wu repaid loan and interest on behalf of the Group to Magic in full. In 2022, My Car paid loan and expenses on behalf of the Group totaled $5.7 million and the Group repaid $5.8 million. The Group provided loan to My Car of $1.5 million which was transferred to Mr. Nan Wu from My Car, as a result, the balance of amounts due from My Car as of December 31, 2022 was nil In August 2022, Vision Path, the Group and Hainan Union Management Co., Ltd (“Hainan Union”) entered into a share transfer agreement. Under the agreement, Vision Path would sell its shares of the Group to Hainan Union with an amount of US$5.0 million and provided the amount to the Group as an interest-free loan for two years to support the Group’s normal operations. The Group provided a guarantee with joint liability of Vision Path’s contingent repayment, see Note 20 Commitments and contingencies for details. |
Restricted Net Assets (Details)
Restricted Net Assets (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Restricted Net Assets [Abstract] | |
Tax profit | 10% |
PRC statutory | 50% |
Statutory | 10% |
Annual tax percentage | 50% |
Net assets restricted (in Dollars) | $ 40 |
Paid-in capital (in Dollars) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ / shares in Units, ¥ in Millions, $ in Millions | 12 Months Ended | |||||
Aug. 18, 2022 USD ($) $ / shares shares | May 21, 2019 CNY (¥) | Dec. 31, 2022 CNY (¥) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CNY (¥) | Dec. 03, 2018 | |
Commitments and Contingencies (Details) [Line Items] | ||||||
Agreement total amount (in Yuan Renminbi) | $ 100 | |||||
Total various losses amount (in Yuan Renminbi) | ¥ | ¥ 152.5 | |||||
Initial investment amount (in Dollars) | $ 5 | |||||
Share price (in Dollars per share) | $ / shares | $ 5 | |||||
Investment interest rate | 200% | |||||
Fair value adjustment (in Dollars) | $ 10 | |||||
Redemption event occurs (in Dollars) | $ 2.6 | |||||
Contingent repayment percentage | 200% | |||||
Penalties and expenses (in Dollars) | $ 5 | |||||
Shortage interest rate | 200% | |||||
Loss contingency (in Dollars) | $ 5 | |||||
Agreement amount (in Dollars) | $ 5 | |||||
Guarantee on a shareholder description | Redemption Event was defined in the Agreement as (i) 12 months from the effective date, which referred to November 14, 2022, the average closing market price of the Company is lower than 200% of the Purchase Price; (ii) After the Lock-up Period, which referred to 6 to 12 months since the effective date, when Hainan Union plans to sell its shares, in whole or in part, at a lower price of 200% of the Purchase Price, and a written notice has been delivered to Vision Path | |||||
The 2018 Cooperation Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Equity interest | 100% | |||||
The 2019 Cooperation Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Equity interest | 100% | |||||
Equity transfer price (in Yuan Renminbi) | ¥ | ¥ 97 | |||||
The Equity Transfer Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Equity interest | 100% | |||||
Equity transfer price (in Yuan Renminbi) | ¥ | ¥ 97 | |||||
The Jinghai District Court [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Equity transfer price (in Yuan Renminbi) | ¥ | ¥ 97 | |||||
Maximum [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Purchase price interest | 200% | |||||
Minimum [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Purchase price interest | 100% | |||||
Class B Ordinary Shares [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Ordinary shares (in Shares) | shares | 1,000,000 | |||||
The 2019 Cooperation Agreement [Member] | ||||||
Commitments and Contingencies (Details) [Line Items] | ||||||
Agreement total amount (in Yuan Renminbi) | ¥ | ¥ 100 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
May 15, 2023 | May 03, 2023 | Apr. 13, 2023 | May 16, 2023 | Apr. 30, 2023 | Mar. 28, 2023 | Mar. 27, 2023 | Jan. 31, 2023 | Nov. 15, 2022 | Dec. 31, 2022 | |
Subsequent Events (Details) [Line Items] | ||||||||||
Issued amount | $ 5,500,000 | |||||||||
Payment amount | $ 4,250,000 | |||||||||
Purchase of vehicles, description | In 2023, the Group entered into several vehicle purchase agreements with vehicle manufacturers to purchase a total number of 1,275 vehicles | |||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Sum amount | $ 4,250,000 | |||||||||
Sales agreement, description | the Group entered into a vehicle sales agreement with a customer who placed annually minimum order quantity of 500 units in 2023, 1,000 units in 2024 and 2,000 units in 2025 | |||||||||
Forecast [Member] | ||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||
Payment amount | $ 1,700,000 | $ 1,700,000 | ||||||||
Claim amount | $ 10,100,000 | $ 2,100,000 | $ 400,000 | |||||||
Warrant amount | $ 2,000,000 |