East Stone Acquisition Corporation (Nasdaq: ESSC) (“East Stone”), a
publicly traded special purpose acquisition company,
and ICONIQ Holding Limited (“NWTN”) announced today that they
have entered into a definitive Business Combination Agreement (the
“Business Combination Agreement”). Upon consummation of the two
mergers and the other transaction contemplated by the Business
Combination Agreement (the “Business Combination”), NWTN, Inc., a
newly formed subsidiary (the “Pubco”) will seek to be listed on the
Nasdaq Stock Market. The outstanding shares of NWTN and East Stone
will be converted into the right to receive shares of the Pubco.
The transaction represents a post-combination valuation of $2.5
billion ($2,500,000,000) for NWTN upon closing, subject to
adjustment.
Headquartered in Dubai, the United Arab Emirates
(UAE), NWTN is a green mobility technology company which defines
the Smart Passenger Vehicle (“SPV”) as a vehicle concept
emphasizing AI technologies, autonomous driving and personalized
passenger experience. NWTN’s core technology advantages are
characterized by modular pure electric platform, digital on-board
connectivity system, continuously-upgraded electric and electronic
architecture as well as autonomous driving technology. All these
technical elements, along with unique design language, contribute
to NWTN’s vision of passenger-centric experience. NWTN’s primary
target consumers are technology-savvy families and businesses who
are becoming increasingly environmentally-conscious. Its first
model SEVEN and second model MUSE have received industrywide
recognition at various global auto shows.
Commenting on today’s announcement, NWTN’s
Founder and Chairman, Alan Wu, said, “NWTN was born with a mission
to bringing a passenger-centric green premium mobility solution to
the world. To achieve this objective, our experienced international
team and reputable strategic partners have been working
relentlessly on our SPVs, a segment with remarkably untapped market
potential where NWTN continues to lead.”
“In NWTN we have found a company that has the
vision, courage and talent to change the automobile industry. We
believe that NWTN’s insights on the value of the passenger-centric
experience will drive NWTN into a blue ocean market with enormous
opportunity, functioning as the hub of future intelligent mobility
life,” said Xiaoma “Sherman” Lu, Chief Executive Officer of East
Stone.
The boards of directors or similar governing
bodies of NWTN 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 (the “SEC”) completes
its review of the proxy statement/prospectus relating to the
proposed Business Combination, the receipt of certain regulatory
approvals, and approval by The Nasdaq Stock Market to list the
securities of Pubco.
NWTN’s Founder and Chairman, Alan Wu, is
expected to continue to lead Pubco after the closing of the
Business Combination.
Prior to the execution of this business
combination agreement, East Stone has terminated its previously
announced business combination agreement with JHD Holdings (Cayman)
Limited.
ABOUT NWTN
NWTN is one of the world’s pioneering 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
founder and chairman Mr. Alan Wu, who has defined 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
Pubco intends to file with the SEC, a
Registration Statement on Form F-4 (as may be amended, the
“Registration Statement”), which will include a preliminary proxy
statement of East Stone and a prospectus in connection with the
proposed Business Combination involving East Stone, Navy Sail
International Limited, Pubco, Muse Merger Sub I Limited, Muse
Merger Sub II Limited and NWTN 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
Business Combination with NWTN. 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 BUSINESS COMBINATION BECAUSE THESE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT EAST STONE,
NWTN, PUBCO AND THE BUSINESS COMBINATION. 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, 25 Mall Road, Suite 330,
Burlington, MA 01803, at (781) 202-9128 or at
hao@estonecapital.com.
NO OFFER OR SOLICITATION
This press release is for informational purposes
only and does 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.
NO ASSURANCES
There can be no assurance that the proposed
Business Combination will be completed, nor can there be any
assurance, if the Business Combination is completed, that the
potential benefits of combining the companies will be realized. The
description of the Business Combination contained herein is only a
summary and is qualified in its entirety by reference to the
definitive agreements relating to the Business Combination, copies
of which will be filed by East Stone with the SEC as an exhibit to
a Current Report on Form 8-K.
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 Business Combination. 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 on Form F-4 (and will be included in the definitive proxy
statement/prospectus for the Business Combination) and other
relevant documents filed with the SEC.
FORWARD-LOOKING STATEMENTS
The information in this press release 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 Business Combination and the
projected future financial performance of East Stone and NWTN’s
operating companies following the proposed Business Combination;
(3) changes in the market for NWTN’s products and services and
expansion plans and opportunities; (4) NWTN’s unit economics; (5)
the sources and uses of cash of the proposed Business Combination;
(6) the anticipated capitalization and enterprise value of the
combined company following the consummation of the proposed
Business Combination; (7) the projected technological developments
of NWTN 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 Business Combination. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of NWTN’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 NWTN 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 Business Combination disrupts 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 Business Combination; the lack of a third-party
fairness opinion in determining whether or not to pursue the
proposed Business Combination; the ability to obtain or maintain
the listing of the Pubco’s securities on The Nasdaq Stock Market,
following the Business Combination, including having the requisite
number of shareholders; costs related to the Business Combination;
changes in domestic and foreign business, market, financial,
political and legal conditions; risks relating to the uncertainty
of certain projected financial information with respect to NWTN;
NWTN’s ability to successfully and timely develop, manufacture,
sell and expand its technology and products, including implement
its growth strategy; NWTN’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 NWTN’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 NWTN and its employees; NWTN’s ability to
successfully collaborate with business partners; demand for NWTN’s
current and future offerings; risks that orders that have been
placed for NWTN’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 NWTN is unable to secure
or protect its intellectual property; risks of product liability or
regulatory lawsuits relating to NWTN’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 Business Combination, 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 Business Combination; the outcome of any legal proceedings
that may be instituted against NWTN, East Stone or Pubco or other
following announcement of the proposed Business Combination and
transactions contemplated thereby; the ability of NWTN 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 NWTN’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 NWTN presently know or
that East Stone and NWTN 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, Pubco’s and NWTN’s expectations,
plans or forecasts of future events and views as of the date of
this press release. East Stone, Pubco and NWTN anticipate that
subsequent events and developments will cause East Stone’s, Pubco’s
and NWTN’s assessments to change. However, while East Stone, Pubco
and NWTN may elect to update these forward-looking statements at
some point in the future, East Stone, Pubco and NWTN 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)
Lu25 Mall Road, Suite 330Burlington, MA
01803sherman@estonecapital.com
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