Item 1.01 Entry Into A Material Definitive Agreement
As previously disclosed, on April 15, 2022, East Stone Acquisition Corporation,
a British Virgin Island business company ("East Stone"), entered into a Business
Combination Agreement (the "Business Combination Agreement") providing for the
business combination (the "Business Combination") of East Stone and ICONIQ
Holding Limited, a Cayman Islands company engaged in the business of developing
smart electric vehicles (the "Company"), under a new holding company named NWTN
Inc., a Cayman Islands company ("Pubco").
As previously disclosed, on April 21, 2022, East Stone and the Pubco have
entered into a subscription agreement (the "April PIPE Subscription Agreement")
with an investor (the "April PIPE Investor"), pursuant to which, among other
things, the Pubco has agreed to issue and sell to the April PIPE Investor, and
the April PIPE Investor agreed to subscribe for and purchase, certain ordinary
shares of the Pubco for a purchaser price at the lower of (i) $10.26 or (ii) the
amount equal to the price at which each ordinary share of East Stone is redeemed
or converted pursuant to the redemption (the "Per Share Price") and at an
aggregate purchase price of $200,000,000, in a private placement (the "April
PIPE").
As previously disclosed, on June 15, 2022, East Stone and Pubco entered into a
subscription agreement (the "June PIPE Subscription Agreement") with a second
investor (the "June PIPE Investor"), on substantially the same terms as the
April PIPE, pursuant to which, among other things, the Pubco has agreed to issue
and sell to the June PIPE Investor, and the June PIPE Investor has agreed to
subscribe for and purchase, certain ordinary shares of the Pubco at the Per
Share Price for an aggregate purchase price of $200,000,000, in a private
placement (the "June PIPE").
On August 12, 2022, East Stone and Pubco entered into a subscription agreement
(the "August PIPE Subscription Agreement") with a third investor (the "August
PIPE Investor"), on substantially the same terms as the April PIPE and June
PIPE, pursuant to which, among other things, the Pubco has agreed to issue and
sell to the August PIPE Investor, and the August PIPE Investor has agreed to
subscribe for and purchase, certain ordinary shares of the Pubco at the Per
Share Price for an aggregate purchase price of $200,000,000, in a private
placement (the "August PIPE").
The purpose of the August PIPE is to raise additional capital for use by the
combined company following the closing of the Business Combination (the
"Closing"). The August PIPE Subscription Agreement contains customary
representations and warranties of each of East Stone, Pubco and the August PIPE
Investor, and customary conditions to closing, including the consummation of the
business combination between East Stone and the Company. Under the terms of the
August PIPE Subscription Agreement, Pubco is obligated to file a registration
statement to register for resale the August PIPE shares within 90 days of
Closing (and to use its reasonable efforts to cause such registration statement
to become effective within 150 days of the Closing, subject to certain
exceptions).
The securities sold in connection with the August PIPE were sold under the
exemption from registration provided by Section 4(a)(2) of the Securities Act.
A form of the PIPE Subscription Agreement is filed as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by reference. The
disclosures set forth in this Item 1.01 are intended to be summaries only and
are qualified in their entirety by reference to the form of the PIPE
Subscription Agreement.
Item 3.02 Unregistered Sale of Equity Securities
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein.
ADDITIONAL INFORMATION
Pubco has submitted with the SEC a Registration Statement (as may be amended),
which will include a preliminary proxy statement of East Stone and a prospectus
in connection with the proposed transactions (the "Transactions") involving East
Stone, the Purchaser Representative, the Pubco, Muse Merger Sub I Limited, Muse
Merger Sub II Limited and the Company pursuant to the Business Combination
Agreement. The definitive proxy statement and other relevant documents will be
mailed to shareholders of East Stone as of a record date to be established for
voting on East Stone's proposed Transactions with the Company. SHAREHOLDERS OF
EAST STONE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE
PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY
STATEMENT IN CONNECTION WITH EAST STONE'S SOLICITATION OF PROXIES FOR THE
SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS
BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT EAST STONE, THE
COMPANY, PUBCO AND THE TRANSACTIONS. Shareholders will also be able to obtain
copies of the Registration Statement and the proxy statement/prospectus, without
charge, once available, on the SEC's website at www.sec.gov or by directing a
request to East Stone by contacting its Chief Financial Officer, Chunyi
(Charlie) Hao, c/o East Stone Acquisition Corporation, 2 Burlington Woods Drive,
Suite 100, Burlington, MA 01803, at (781) 202-9128 or at hao@estonecapital.com.
DISCLAIMER
This report and the exhibits hereto shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the securities laws of
any such jurisdiction. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act.
NO ASSURANCES
There can be no assurance that the proposed Transactions will be completed, nor
can there be any assurance, if the Transactions are completed, that the
potential benefits of combining the companies will be realized. The description
of the Transactions contained herein is only a summary and is qualified in its
entirety by reference to the definitive agreements relating to the Transactions,
copies of which have been filed by East Stone with the SEC as exhibits to this
report.
PARTICIPANTS IN THE SOLICITATION
Pubco, East Stone and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the shareholders
of East Stone in connection with the Transactions. Information regarding the
officers and directors of East Stone is set forth in East Stone's annual report
on Form 10-K, which was filed with the SEC on April 15, 2022. Additional
information regarding the interests of such potential participants will also be
included in the Registration Statement (and will be included in the definitive
proxy statement/prospectus for the Transactions) and other relevant documents
filed with the SEC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
The information in this report includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as "estimate," "plan," "project," "forecast," "intend,"
"may," "will," "expect," "continue," "should," "would," "anticipate," "believe,"
"seek," "target," "predict," "potential," "seem," "future," "outlook" or other
similar expressions that predict or indicate future events or trends or that are
not statements of historical matters, but the absence of these words does not
mean that a statement is not forward-looking. These forward-looking statements
include, but are not limited to, (1) statements regarding estimates and
forecasts of financial and performance metrics and projections of market
opportunity and market share; (2) references with respect to the anticipated
benefits of the proposed Transactions and the projected future financial
performance of East Stone and the Company's operating companies following the
proposed Transactions; (3) changes in the market for the Company's products and
services and expansion plans and opportunities; (4) the Company's unit
economics; (5) the sources and uses of cash of the proposed Transactions; (6)
the anticipated capitalization and enterprise value of the combined company
following the consummation of the proposed Transactions; (7) the projected
technological developments of the Company and its competitors; (8) anticipated
short- and long-term customer benefits; (9) current and future potential
commercial and customer relationships; (10) the ability to manufacture
efficiently at scale; (11) anticipated investments in research and development
and the effect of these investments and timing related to commercial product
launches; and (12) expectations related to the terms and timing of the proposed
Transactions. These statements are based on various assumptions, whether or not
identified in this report, and on the current expectations of the Company's and
East Stone's management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes only and are
not intended to serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or impossible to
predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company and East Stone. These forward-looking
statements are subject to a number of risks and uncertainties, including the
occurrence of any event, change or other circumstances that could give rise to
the termination of the Business Combination Agreement; the risk that the
Transactions disrupt current plans and operations as a result of the
announcement and consummation of the Transactions described herein; the
inability to recognize the anticipated benefits of the Transactions; the lack of
a third-party fairness opinion in determining whether or not to pursue the
proposed Transactions; the ability to obtain or maintain the listing of the
Pubco's securities on The Nasdaq Stock Market, following the Transactions,
including having the requisite number of shareholders; costs related to the
Transactions; changes in domestic and foreign business, market, financial,
political and legal conditions; risks relating to the uncertainty of the
projected financial information with respect to the Company; the Company's
ability to successfully and timely develop, manufacture, sell and expand its
technology and products, including implement its growth strategy; the Company's
ability to adequately manage any supply chain risks, including the purchase of a
sufficient supply of critical components incorporated into its product
offerings; risks relating to the Company's operations and business, including
information technology and cybersecurity risks, failure to adequately forecast
supply and demand, loss of key customers and deterioration in relationships
between the Company and its employees; the Company's ability to successfully
collaborate with business partners; demand for the Company's current and future
offerings; risks that orders that have been placed for the Company's products
are cancelled or modified; risks related to increased competition; risks
relating to potential disruption in the transportation and shipping
infrastructure, including trade policies and export controls; risks that the
Company is unable to secure or protect its intellectual property; risks of
product liability or regulatory lawsuits relating to the Company's products and
services; risks that the post-combination company experiences difficulties
managing its growth and expanding operations; the uncertain effects of the
COVID-19 pandemic and certain geopolitical developments; the inability of the
parties to successfully or timely consummate the proposed Transactions,
including the risk that any required shareholder or regulatory approvals are not
obtained, are delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of the proposed
Transactions; the outcome of any legal proceedings that may be instituted
against the Company, East Stone or Pubco or other following announcement of the
proposed Transactions and transactions contemplated thereby; the ability of the
Company to execute its business model, including market acceptance of its
planned products and services and achieving sufficient production volumes at
acceptable quality levels and prices; technological improvements by the
Company's peers and competitors; and those risk factors discussed in documents
of Pubco and East Stone filed, or to be filed, with the SEC. If any of these
risks materialize or our assumptions prove incorrect, actual results could
differ materially from the results implied by these forward-looking statements.
There may be additional risks that neither East Stone nor the Company presently
know or that East Stone and the Company currently believe are immaterial that
could also cause actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements reflect East
Stone's and the Company's expectations, plans or forecasts of future events and
views as of the date of this report. East Stone and the Company anticipate that
subsequent events and developments will cause East Stone's and the Company's
assessments to change. However, while East Stone and the Company may elect to
update these forward-looking statements at some point in the future, East Stone
and the Company specifically disclaim any obligation to do so. Readers are
referred to the most recent reports filed with the SEC by East Stone. Readers
are cautioned not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and we undertake no obligation to update
or revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits
Exhibit No. Description
10.1* Form of PIPE Subscription Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* The exhibits and schedules to this Exhibit have been omitted in accordance
with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request.
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