East Stone Acquisition Corporation (Nasdaq: ESSC) ("East
Stone"), a publicly traded special purpose acquisition company, and
NTWN Inc. ("NWTN"), a smart electric vehicle company which aims to
integrate avant-garde design, life-style personalization, IoT
connectivity, and autonomous driving technology into a
passenger-centric green premium mobility solution to the world,
today announced East Stone’s filing with the U.S. Securities
Exchange Commission (the “SEC”) of a definitive merger proxy
statement (the “Merger Proxy Statement”), to hold a special meeting
in lieu of an annual meeting of its shareholders on November 7,
2022 at 9:00 am Eastern Time (the “Special Meeting”), to consummate
its initial business combination with NWTN (the “Business
Combination”). The Merger Proxy Statement and related materials are
being delivered today to holders of record as of October 4, 2022.
Commenting on today’s announcement, NWTN’s Chief Executive
Officer, Executive Director and Chairman, Nan (Alan) Wu, said,
“NWTN’s mission is to bring passenger-centric green premium
mobility solutions to the world, and this is an exciting next step
along that journey.”
“In NWTN we believe we have found a company that has the vision,
courage and talent to change the automobile industry. We are
extraordinarily pleased with our progress as we move closer to
close our transaction,” said Xiaoma (Sherman) Lu, Chief Executive
Officer of East Stone.
East Stone’s Special Meeting will be held on November 7, 2022 at
9:00 am at the office of Ellenoff Grossman & Schole LLP at 1345
Avenue of the Americas, New York, New York 10105. Shareholders can
also participate in the meeting, virtually via live webcast at
https://www.cstproxy.com/eaststoneacquisition/sm2022. Holders of
East Stone ordinary shares at the close of business on the record
date of October 4, 2022 are entitled to notice of, and to
vote at, the Special Meeting. If the proposals at the Special
Meeting are approved, the parties anticipate that the Business
Combination will close shortly thereafter, subject to the
satisfaction or waiver (as applicable) of all other closing
conditions.
East Stone encourages all shareholders
to vote on the proposal(s) for the
Special Meeting.
As further detailed in the Merger Proxy Statement, any holders
of East Stone’s ordinary shares who wish to redeem their shares at
the Special Meeting, must do so before 5:00 pm Eastern Time on
November 3, 2022, by submitting a written request and delivering
their share certificates (if any) or other redemption forms,
physically or electronically through DWAC, to East Stone’s stock
transfer agent, Continental Stock Transfer and Trust Company,
pursuant to the instructions contained in the Merger Proxy
Statement and proxy cards.
East Stone shareholders who need assistance voting or have
questions regarding the Special Meeting may contact East Stone’s
proxy solicitor, Morrow Sodali, by telephone at 800-662-5200 or by
email at ESSC.info@investor.morrowsodali.com.
ABOUT NWTN
NWTN, through its primary subsidiary, ICONIQ Holding Limited
(“ICONIQ” or the “Company”), is a smart electric vehicle company
which aims to integrate avant-garde design, life-style
personalization, IoT connectivity, and autonomous driving
technology into “a passenger-centric green premium mobility
solution to the world”, a vision coined by its Chief Executive
Officer, Executive Director and Chairman, Nan (Alan) Wu, who
has envisioned this Smart Passenger Vehicle (“SPV”) vehicle concept
for the global automobile industry.
ABOUT EAST STONE
East Stone Acquisition Corporation (Nasdaq: ESSC) is a blank
check company incorporated as a British Virgin Islands business
company and incorporated for the purpose of acquiring, engaging in
a share exchange, share reconstruction and amalgamation with,
purchasing all or substantially all of the assets of, entering into
contractual arrangements with, or engaging in any other similar
business combination with one or more businesses or entities.
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 ICONIQ pursuant to that
certain Business Combination Agreement, dated as of April 15, 2022
(as amended on September 28, 2022 and as may be further amended
and/or amended and restated, the “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 press release 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 press release. 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.
Contact:
East Stone Acquisition CorporationXiaoma (Sherman) Lu2
Burlington Woods Drive, Suite 100Burlington, MA
01803sherman@estonecapital.com
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