Item 8.01 Other Events.
On November 9, 2022, East Stone Acquisition Corporation ("East Stone") issued a
press release announcing that its special meeting in lieu of annual meeting of
shareholders (the "Meeting"), which was originally scheduled for November 7,
2022, and adjourned to November 8, 2022, has been further adjourned to 2:00 p.m.
Eastern Time, on Thursday, November 10, 2022. At the Meeting, shareholders will
be asked to vote on proposals to approve, among other things, its initial
business combination with NWTN Inc. ("NWTN") (the "Business Combination").
As a result of this change, the Meeting will now be held at 2:00 p.m. Eastern
Time on Thursday, November 10, 2022, via the same live webcast at
https://www.cstproxy.com/eaststoneacquisition/sm2022.
Also as a result of this change, East Stone has extended the deadline for
holders of East Stone ordinary shares as of the record date of October 4, 2022
to submit their publicly held shares for redemption in connection with the
Business Combination to 9:00 a.m. Eastern Time on Thursday, November 10, 2022.
Shareholders who wish to withdraw their previously submitted redemption requests
may do so prior to the Meeting by requesting the Company's transfer agent
Continental Stock Transfer & Trust Company to return such shares.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
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.
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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.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated November 9, 2022
104 Cover Page Interactive Data File
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