Item 8.01. Other Events.
As previously disclosed in
the Current Report 8-K of East Stone Acquisition Corporation, a British Virgin Islands business company (“East Stone”),
filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 21, 2022, East Stone entered into
a Business Combination Agreement (as amended, the “Business Combination Agreement”), with 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”), NWTN Inc., an exempted company
incorporated with limited liability in the Cayman Islands (the “Pubco”), Muse Merger Sub I Limited, an exempted
company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of NWTN (the “First Merger
Sub”), Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary NWTN (the “Second
Merger Sub”), and ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands
(the “Company”).
On November 10, 2022, East
Stone entered into arrangements with certain financial institutions whereby such financial institutions agreed not to redeem an
aggregate of 1,017,911 ordinary shares of East Stone in connection with East Stone’s meeting of shareholders to approve the
Business Combination. East Stone agreed to pay each financial institution, out of Business Combination closing proceeds, an amount
equal to the aggregate redemption price of the shares not redeemed by such financial institution. Each financial institution may
pledge, sell, dispose of or otherwise transfer the shares in its absolute discretion following the closing of the Business
Combination.
ADDITIONAL INFORMATION
NWTN
has submitted with the SEC a Registration Statement on Form F-4 (as amended, the “Registration Statement”), which was
declared effective on October 20, 2022 and included a proxy statement of East Stone and a prospectus in connection with the proposed transactions
(the “Transactions”) involving East Stone, the Purchaser Representative, NWTN, Muse Merger Sub I Limited, Muse Merger
Sub II Limited and the Company pursuant to that certain Business Combination Agreement. The definitive proxy statement and other relevant
documents are being mailed to shareholders of East Stone as of a record date of October 4, 2022. SHAREHOLDERS OF EAST STONE AND OTHER
INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, 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, NWTN 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 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 of 1933, as amended, or an exemption therefrom.
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 with the SEC as exhibits to the Registration Statement.
PARTICIPANTS IN THE SOLICITATION
NWTN,
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 are included in the Registration Statement (and is 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 and concurrent private placement; (6) the anticipated capitalization and enterprise
value of the combined company following the consummation of the proposed Transactions and concurrent private placement; (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 parties’ inability to consummate the Transactions and concurrent private placement; 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 prior to the execution of the Business Combination Agreement; the ability to obtain or maintain the listing of the NWTN’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; 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 NWTN 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 NWTN 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.
