Item 7.01 Regulation FD Disclosure
On April 16, 2022, East
Stone Acquisition Corporation, a British Virgin Island business company (“East Stone”), issued a press release
announcing the execution of a Business Combination Agreement (the “Business Combination Agreement”) providing
for the business combination (the “Business Combination”) of the Company and ICONIQ Holding Limited, a Cayman
Islands company engaged in the business of developing smart electric vehicles (the “Company”), under a new
holding company named NWTN Inc., a Cayman Islands company (“Pubco”). The press release also announces East
Stone’s termination of its business combination agreement with JHD Holdings (Cayman) Limited and its related parties. A copy of
the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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 Business Combination and the projected future financial
performance of East Stone and the Company’s operating companies following the proposed Business Combination; (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 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 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 Business Combination. 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 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 the projected financial information with respect to the Company; 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 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
the Company, East Stone or Pubco or other following announcement of the proposed Business Combination 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 Pubco and East Stone filed, or to be filed, with the Securities and Exchange Commission
(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.
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 the Company 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 the Company. 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, THE COMPANY,
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.
Participants in the Business Combination
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-KT, 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.
Disclaimer
This communication 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.
