East Stone Acquisition Corporation (Nasdaq: ESSC) ("East
Stone"), a publicly traded special purpose acquisition company, and
NWTN Inc. ("NWTN"), an eco-conscious mobility technology company
bringing passenger-centric green premium mobility solutions to the
world, today announced that the business combination of East Stone
and NWTN (the “Business Combination”) was approved by shareholders
at a Special Meeting on November 10, 2022, and the transaction
closed November 11, 2022. The combined company will retain the NWTN
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.
NWTN’s Chief Executive Officer, Executive Director
and Chairman, Nan (Alan) Wu, said, “We are so pleased to announce
this major milestone in our business development. This marks an
important step forward in the strategic execution of our vision to
bring passenger-centric green premium mobility solutions to the
world. The NWTN team is committed to changing the automobile
industry, and we look forward to the next chapter as a publicly
traded company.”
“NWTN is comprised of a driven team devoted to
revolutionizing the industry through its green technology
development and solutions. We believe that the funds generated by
the business combination and related financing will greatly assist
NWTN in executing on its vision and accelerate its expansion to
reach global markets. We are pleased to close this transaction and
look forward to continuing our work alongside the NWTN team,” said
Xiaoma (Sherman) Lu, Chief Executive Officer of East
Stone.
TRANSACTION DETAILS
In connection with the Business Combination, NWTN
will receive gross proceeds of $400 million US dollars in PIPE
investment from institutional investors and strategic partners.
Upon closing of the Business Combination, Xiaoma (Sherman) Lu, CEO
and director of East Stone, and Michael Cashel, director of East
Stone, have joined NWTN’s Board of Directors.
ADVISORS
Ellenoff Grossman & Schole LLP served as legal
advisor to East Stone. Linklaters LLP served as legal advisor to
NWTN. I-Bankers served as financial advisor to East Stone and China
Renaissance served as financial advisor to NWTN.
Additional information about the completed Business
Combination will be provided in a Current Report on Form 8-K to be
filed by East Stone and a Form 6-K to be filed by NWTN with the
Securities and Exchange Commission and available at
www.sec.gov.
ABOUT NWTN
NWTN is a pioneering green technology company with
a mission to bring premium passenger-centric mobility and green
energy solutions to the world. Headquartered in Dubai and with its
manufacturing facilities in Abu Dhabi, UAE, NWTN aims to integrate
avant-garde design, life-style personalization, IoT connectivity,
autonomous driving technology, and green energy eco-systems to its
future mobility solutions. Its core technology includes modular
pure electric platforms, battery packing and management technology,
a digital on-board connectivity system, continuously upgraded
electric and electronic architecture as well as autonomous driving
technology.
NWTN focuses on growth and development in the
entire value chain of clean energy applications in the UAE and
intends to expand to the Middle East, North Africa, and other
Southeast Asian and European territories.
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.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
The information in this 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) references with respect to the anticipated
benefits of the Business Combination and related PIPE investment
(the “Transactions”) and the projected future financial performance
of East Stone and ICONIQ Holding Limited’s (the "Company")
operating companies following the Transactions; (2) changes in the
market for the Company's products and services and expansion plans
and opportunities; (3) the sources and uses of cash of the
Transactions; (4) the projected technological developments of the
Company and its competitors; and (5) anticipated short- and
long-term customer benefits. These statements are based on various
assumptions, whether or not identified in this release, 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 risk that the Transactions disrupt
current plans and operations as a result of the consummation of the
Transactions described herein; the inability to recognize the
anticipated benefits of the Transactions; the ability to maintain
the listing of 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 outcome of any legal
proceedings that may be instituted against the Company, East Stone
or NWTN or other following consummation of the 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 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 and NWTN. 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
For investor enquiries:Michael
Bowennwtnir@icrinc.com
For media enquiries:Edmond
Lococonwtnpr@icrinc.com
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