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): November 910, 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

(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 8.01. Other Events.

OnAs ~~November~~previously 9,disclosed ~~2022,~~in the Current Report 8-K of East Stone Acquisition Corporation, a British Virgin Islands business company (“East Stone”), filed ~~issued~~with athe ~~press~~U.S. ~~release~~Securities ~~announcing~~and ~~that~~Exchange ~~its~~Commission ~~special~~(the ~~meeting~~“SEC”) inon ~~lieu of~~April ~~annual~~21, ~~meeting~~2022, ofEast ~~shareholders~~Stone entered into a Business Combination Agreement (as amended, the “~~Meeting~~Business Combination Agreement”), ~~which~~with ~~was~~Navy ~~originally~~Sail ~~scheduled~~International Limited, ~~for~~a ~~November~~British 7,Virgin ~~2022~~Islands company, in the capacity as the representative of East Stone and ~~adjourned~~the toshareholders ~~November~~of East Stone immediately 8,prior ~~2022,~~to ~~has~~Closing ~~been~~from ~~further~~and ~~adjourned~~after tothe ~~2:00~~Closing ~~p.m.~~(the ~~Eastern~~“Purchaser ~~Time~~Representative”), onNWTN ~~Thursday~~Inc., ~~November~~an ~~10,~~exempted ~~2022.~~company incorporated Atwith limited liability in the ~~Meeting~~Cayman Islands (the “Pubco”), ~~shareholders~~Muse ~~will~~Merger Sub I Limited, an exempted becompany ~~asked~~incorporated towith ~~vote~~limited onliability ~~proposals~~in tothe ~~approve~~Cayman Islands and a wholly-owned subsidiary of NWTN (the “First Merger Sub”), ~~among~~Muse ~~other~~Merger ~~things~~Sub II Limited, ~~its~~a ~~initial~~British Virgin Islands business ~~combination~~company ~~with~~and ~~NWTN~~a ~~Inc.~~wholly-owned subsidiary NWTN (the “~~NWTN~~Second Merger Sub”), (and ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands ~~“Business~~(the ~~Combination~~“Company”).

AsOn aNovember ~~result~~10, of2022, ~~this~~East Stone ~~change,~~entered ~~the~~into ~~Meeting~~arrangements ~~will~~with ~~now~~certain financial institutions whereby such financial institutions agreed not to redeem an beaggregate ~~held~~of at1,017,911 ~~2:00~~ordinary pshares of East Stone in connection with East Stone’s meeting of shareholders to approve the Business Combination.m. ~~Eastern~~East ~~Time~~Stone onagreed ~~Thursday~~to pay each financial institution, ~~November~~out 10of Business Combination closing proceeds, ~~2022~~an amount equal to the aggregate redemption price of the shares not redeemed by such financial institution. Each financial institution may pledge, ~~via~~sell, dispose of or otherwise transfer the ~~same~~shares ~~live~~in ~~webcast~~its atabsolute ~~https://www~~discretion following the closing of the Business Combination.~~cstproxy.com/eaststoneacquisition/sm2022.~~

~~Also as~~ADDITIONAL a result of this change, East Stone has extended the deadline for holders of East Stone ordinary shares as of the record date of October 4, 2022 to submit their publicly held shares for redemption in connection with the Business Combination to 9:00 a.m. Eastern Time on Thursday, November 10, 2022. Shareholders who wish to withdraw their previously submitted redemption requests may do so prior to the Meeting by requesting the Company’s transfer agent Continental Stock Transfer & Trust Company to return such shares.INFORMATION

ANWTN has ~~copy~~submitted with the SEC a Registration Statement on Form F-4 (as amended, the “Registration Statement”), which was declared effective on October 20, 2022 and included a proxy statement of East Stone and a prospectus in connection with the proposed transactions (the ~~press~~“Transactions”) ~~release~~involving isEast ~~attached~~Stone, the Purchaser Representative, NWTN, Muse Merger Sub I Limited, Muse Merger Sub II Limited and the Company pursuant to that certain Business Combination Agreement. The definitive proxy statement and other relevant documents are being mailed to shareholders of East Stone as ~~Exhibit~~of 99a record date of October 4, 2022.1 SHAREHOLDERS OF EAST STONE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, 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 TRANSACTIONS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT EAST STONE, THE COMPANY, NWTN AND THE TRANSACTIONS. Shareholders will also be able to ~~this~~obtain ~~Current~~copies ~~Report~~of the Registration Statement and the proxy statement/prospectus, without charge, once available, on ~~Form~~the ~~8-K~~SEC’s ~~and~~website ~~incorporated~~at ~~herein~~www.sec.gov or by ~~reference~~directing a request to East Stone by contacting its Chief Financial Officer, Chunyi (Charlie) Hao, c/o East Stone Acquisition Corporation, 2 Burlington Woods Drive, Suite 100, Burlington, MA 01803, at (781) 202-9128 or at hao@estonecapital.com.

~~ADDITIONAL INFORMATION~~DISCLAIMER

~~NWTN~~This ~~has~~report ~~submitted~~hereto ~~with~~shall ~~the~~not ~~SEC~~constitute aan ~~Registration~~offer ~~Statement~~to onsell ~~Form~~or ~~F-4 (as amended,~~ the ~~“Registration~~solicitation ~~Statement”),~~of ~~which~~an ~~was declared~~offer ~~effective~~to onbuy ~~October~~any 20securities, ~~2022~~nor ~~and~~shall ~~included~~there abe ~~proxy~~any ~~statement~~ sale of ~~East~~securities ~~Stone~~in ~~and~~any ajurisdiction ~~prospectus~~ in ~~connection~~which ~~with~~ the ~~proposed transactions (the “Transactions”) involving East Stone~~offer, ~~the~~solicitation ~~Purchaser~~or ~~Representative,~~sale ~~NWTN,~~would ~~Muse~~be ~~Merger~~unlawful ~~Sub~~prior Ito ~~Limited, Muse Merger Sub II Limited and~~ the ~~Company~~registration ~~pursuant~~or ~~to that certain Business Combination Agreement. The definitive proxy statement and other relevant~~qualification ~~documents~~under ~~are~~the ~~being~~securities ~~mailed~~laws ~~to shareholders~~ of ~~East~~any ~~Stone~~such asjurisdiction. ofNo aoffering ~~record date~~ of ~~October~~securities 4,shall 2022. SHAREHOLDERS OF EAST STONE AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, 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 TRANSACTIONS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT EAST STONE, THE COMPANY, NWTN AND THE TRANSACTIONS. Shareholders will also be ~~able~~made toexcept ~~obtain~~by ~~copies~~means of ~~the~~a ~~Registration Statement and the proxy statement/~~prospectus, ~~without~~meeting ~~charge, once available, on~~ the ~~SEC’s website at www.sec.gov or by directing~~ arequirements ~~request~~of toSection ~~East~~10 ~~Stone~~of bythe ~~contacting~~Securities ~~its~~Act ~~Chief~~of ~~Financial Officer~~1933, ~~Chunyi~~as ~~(Charlie) Hao~~amended, ~~c/o East Stone Acquisition Corporation, 2 Burlington Woods Drive, Suite 100, Burlington, MA 01803, at (781) 202-9128~~ or atan ~~hao@estonecapital~~exemption therefrom.~~com.~~

~~DISCLAIMER~~NO ASSURANCES

~~This~~There ~~report~~can ~~hereto~~be ~~shall~~no ~~not~~assurance ~~constitute~~that ~~an offer to sell or~~ the ~~solicitation~~proposed ofTransactions anwill ~~offer~~be ~~to buy any securities~~completed, nor ~~shall~~can there be any ~~sale of~~assurance, ~~securities~~if inthe ~~any~~Transactions ~~jurisdiction~~are incompleted, that ~~which~~ the ~~offer,~~potential ~~solicitation~~benefits orof ~~sale~~combining ~~would~~the becompanies ~~unlawful~~will ~~prior~~be torealized. ~~the~~The ~~registration~~description orof ~~qualification under~~ the ~~securities~~Transactions ~~laws~~contained ofherein ~~any~~is ~~such~~only a ~~jurisdiction.~~summary Noand ~~offering~~is ofqualified ~~securities~~in ~~shall~~its beentirety ~~made~~by ~~except~~reference byto ~~means~~the ofdefinitive aagreements ~~prospectus~~relating ~~meeting~~to the ~~requirements~~ ofTransactions, ~~Section~~copies 10 of ~~the~~which ~~Securities~~have been ~~Act~~filed ofwith ~~1933,~~the SEC as ~~amended,~~exhibits orto anthe ~~exemption~~Registration ~~therefrom~~Statement.

~~NO ASSURANCES~~1

~~There can~~PARTICIPANTS beIN noTHE assurance that the proposed Transactions will be completed, nor can there be any assurance, if the Transactions are completed, that the potential benefits of combining the companies will be realized. The description of the Transactions contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the Transactions, copies of which have been filed with the SEC as exhibits to the Registration Statement.SOLICITATION

1NWTN, 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 Transactions. 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 are included in the Registration Statement (and is included in the definitive proxy statement/prospectus for the Transactions) and other relevant documents filed with the SEC.

~~PARTICIPANTS~~CAUTIONARY INNOTE REGARDING ~~THE~~FORWARD-LOOKING ~~SOLICITATION~~STATEMENTS

~~NWTN~~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 Transactions and the projected future financial performance of East Stone and ~~their~~the ~~respective~~Company’s ~~directors~~operating companies following the proposed Transactions; (3) changes in the market for the Company’s products and ~~executive~~services ~~officers~~and ~~may~~expansion beplans ~~deemed~~and opportunities; (4) the Company’s unit economics; (5) the sources and uses of cash of the proposed Transactions and concurrent private placement; (6) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Transactions and concurrent private placement; (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 bemanufacture ~~participants~~efficiently at scale; (11) anticipated investments in research and development and the ~~solicitation~~effect of ~~proxies~~these investments and timing related to commercial product launches; and (12) expectations related to the terms and timing of the proposed Transactions. 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 ~~shareholders~~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 parties’ inability to consummate the Transactions and concurrent private placement; the risk that the Transactions disrupt 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 Transactions; the lack of a third-party fairness opinion in ~~connection~~determining ~~with~~whether or not to pursue the proposed Transactions. ~~Information~~prior ~~regarding~~to the ~~officers~~execution of the Business Combination Agreement; the ability to obtain or maintain the listing of the 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 ~~directors~~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 ~~East~~a ~~Stone~~sufficient issupply of critical components ~~set~~incorporated ~~forth~~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 Transactions, 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 Transactions; the outcome of any legal proceedings that may be instituted against the Company, East Stone or NWTN or other following announcement of the proposed 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 ~~annual~~peers ~~report~~and oncompetitors; ~~Form~~and those ~~10-K~~risk factors discussed in documents of NWTN and East Stone filed, ~~which~~or ~~was~~to be filed, with the SEC. onIf ~~April~~any 15of these risks materialize or our assumptions prove incorrect, ~~2022.~~actual ~~Additional~~results ~~information~~could ~~regarding~~differ materially from the results implied by these forward-looking statements. There may be additional risks that neither East Stone nor the ~~interests~~Company ofpresently ~~such~~know ~~potential~~or ~~participants~~that East Stone and the Company currently believe are ~~included~~immaterial that could also cause actual results to differ from those contained in the ~~Registration~~forward-looking ~~Statement~~statements. (In addition, forward-looking statements reflect East Stone’s and isthe ~~included~~Company’s inexpectations, plans or forecasts of future events and views as of the ~~definitive~~date of ~~proxy~~this ~~statement/prospectus~~report. East Stone and the Company anticipate that subsequent events and developments will cause East Stone’s and the Company’s ~~for~~assessments to change. However, while East Stone and the ~~Transactions)~~Company may elect to update these forward-looking statements at some point in the future, East Stone and ~~other~~the ~~relevant~~Company ~~documents~~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.

~~CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS~~2

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 Transactions and the projected future financial performance of East Stone and the Company’s operating companies following the proposed Transactions; (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 Transactions and concurrent private placement; (6) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Transactions and concurrent private placement; (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 Transactions. 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 parties’ inability to consummate the Transactions and concurrent private placement; the risk that the Transactions disrupt 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 Transactions; the lack of a third-party fairness opinion in determining whether or not to pursue the proposed Transactions prior to the execution of the Business Combination Agreement; the ability to obtain or maintain the listing of the 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 inability of the parties to successfully or timely consummate the proposed Transactions, 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 Transactions; the outcome of any legal proceedings that may be instituted against the Company, East Stone or NWTN or other following announcement of the proposed 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 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.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release, dated November 9, 2022
104		Cover Page Interactive Data File

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: November 9, 2022	By:	/s/ Xiaoma (Sherman) Lu
Date: November 10, 2022	By:	/s/ Xiaoma (Sherman) Lu
		Name:	Xiaoma (Sherman) Lu
		Title:	Chief Executive Officer

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