Current Report Filing (8-k)
22 August 2022 - 10:11PM
Edgar (US Regulatory)
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2022-08-22
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August
22, 2022
East Stone
Acquisition Corporation
(Exact name of registrant as specified in its charter)
British Virgin Islands |
|
001-39233 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
2 Burlington Woods Drive, Suite 100
Burlington,
MA 01803
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (781) 202 9128
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant
to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Units, each consisting of one Ordinary Share, one Right and one Warrant |
|
ESSCU |
|
The Nasdaq Stock Market LLC |
Ordinary Shares, no par value |
|
ESSC |
|
The Nasdaq Stock Market LLC |
Rights, exchangeable into one-tenth of one Ordinary Share |
|
ESSCR |
|
The Nasdaq Stock Market LLC |
Warrants, each exercisable for one-half of one Ordinary Share, each whole Ordinary Share exercisable for $11.50 per share |
|
ESSCW |
|
The Nasdaq Stock Market LLC |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 22, 2022, East Stone
Acquisition Corporation (the “Company” or “East Stone”) held a special meeting of shareholders (the “Extension
Meeting”) to amend the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”)
to extend the date by which the Company has to consummate a business combination from August 24, 2022 to February 24, 2023 (the “Extension
Amendment Proposal”). There were 7,168,244 ordinary shares of the Company issued and outstanding on July 25, 2022, the record date
for the Extension Meeting. At the Extension Meeting, there were 5,071,252 shares present in person or by proxy, representing approximately
70.75% of the total shares outstanding as of the record date, which constituted a quorum.
The final voting results
for the Extension Amendment Proposal were as follows:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
5,070,755 |
|
494 |
|
3 |
|
0 |
Shareholders
holding 22,807 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the
funds in the Company’s trust account (“Trust Account”). As a result, approximately $234,598.53 (approximately $10.29
per share) will be removed from the Trust Account to pay such holders.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
East Stone Acquisition Corporation |
|
|
|
Date: August 22, 2022 |
By: |
/s/ Xiaoma (Sherman) Lu |
|
|
Name: |
Xiaoma (Sherman) Lu |
|
|
Title: |
Chief Executive Officer |
3
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