ICONIQ Holding Limited executed the non-binding Letter of Intent to acquire East Stone Acquisition Corporation (NasdaqCM:ESSC) from a group of shareholders in a reverse merger transaction on March 15, 2022. ICONIQ Holding Limited entered into a definitive Business Combination Agreement to acquire East Stone Acquisition Corporation from a group of shareholders for $2.6 billion in a reverse merger transaction on April 15, 2022. Upon consummation of the two mergers and the other transaction contemplated by the Business Combination Agreement, NWTN, Inc., a newly formed subsidiary (the “Pubco”) will seek to be listed on the Nasdaq Stock Market. The outstanding shares of ICONIQ Holding Limited and East Stone will be converted into the right to receive shares of the Pubco. Prior to the execution of this business combination agreement, East Stone has terminated its previously announced business combination agreement with JHD Holdings (Cayman) Limited. ICONIQ's Founder and Chairman, Alan Wu, is expected to continue to lead Pubco after the closing of the Business Combination.

The Boards of Directors or similar governing bodies of ICONIQ Holding Limited and East Stone have approved the proposed Business Combination, subject to, among other things, the approval by East Stone's shareholders of the proposed Business Combination, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission completes its review of the proxy statement/prospectus relating to the proposed Business Combination, the receipt of certain regulatory approvals, East Stone having at least $5 million in net tangible assets as of closing, the effectiveness of the Registration Statement, appointment of the post-closing directors of the Pubco and approval by The Nasdaq Stock Market to list the securities of Pubco. The registration statement was declared effective on October 20, 2022. A special meeting of East Stone Acquisition Corporation will be held on August 22, 2022 to extend the date by which East Stone has to consummate a business combination from August 24, 2022 to February 24, 2023. As of November 8, 2022, East Stone shareholder adjourned the meeting to approve the transaction to November 8, 2022 which was originally scheduled for Monday, November 7, 2022. As of November 9, 2022, East Stone further adjourned its shareholders meeting to approve the transaction to November 10, 2022.

Barry I. Grossman of Ellenoff Grossman & Schole LLP acted as legal advisor to East Stone. Linklaters LLP acted as legal advisor to ICONIQ. East Stone engaged PKF to perform financial due diligence. East Stone received a preliminary legal due diligence report from Jingtian & Gongcheng. Jingtian & Gongcheng acted as PRC legal counsel to ICONIQ. ValueScope, Inc. acted as financial advisor and fairness opinion provider to East Stone. The fees paid or payable to ValueScope for the fairness opinion totaled $80,000. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to East Stone. Morrow Sodali LLC acted as the Information agent to East Stone in order to assist in its solicitation of proxies for a fee of $11,250. China Renaissance acted as financial advisor to ICONIQ. I-Bankers acted as financial advisor to East Stone.

ICONIQ Holding Limited completed the acquisition of East Stone Acquisition Corporation (NasdaqCM:ESSC) from a group of shareholders in a reverse merger transaction on November 11, 2022. The transaction was approved by the shareholders of East Stone at a Special Meeting on November 10, 2022. The combined company will retain the NWTN Inc. name, and its Class B ordinary shares and warrants are expected to begin trading on the Nasdaq under the symbol "NWTN" on November 14, 2022. Upon closing of the transaction, Xiaoma (Sherman) Lu, Chief Executive Officer and Director of East Stone, and Michael Cashel, Director of East Stone, have joined NWTN's Board of Directors.