PROSPECTUS		Filed Pursuant to Rule 424(b)(3)
		Registration No. 333-266322

PROXY STATEMENT FOR SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF SHAREHOLDERS OF

EAST STONE ACQUISITION CORPORATION

PROSPECTUS FOR UP TO 7,175,437 CLASS B ORDINARY SHARES, 14,840,000 WARRANTS AND 7,765,000 ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS, AND 1,415,000 ORDINARY SHARES ISSUABLE UPON CONVERSION OF RIGHTS INTO ORDINARY SHARES OF NWTN INC.

References herein to “ICONIQ” refer to ICONIQ Holding Limited, a Cayman Islands exempted company. References to “Pubco,” the issuer of all securities being registered pursuant to this registration statement, refer to NWTN Inc., a Cayman Islands exempted company. After the business combination, ICONIQ will be the wholly owned subsidiary of Pubco. For further information on the structure of ICONIQ, its subsidiaries, please see “The Business Combination Proposal — Post-Business Combination Corporate Structure.”

The board of directors of East Stone Acquisition Corporation, a British Virgin Islands business company (“East Stone”), has unanimously approved that certain Business Combination Agreement, dated as of April 15, 2022 (as amended as of September 28, 2022 and as may be further amended and/or amended and restated, the “Business Combination Agreement”), with Navy Sail International Limited, a British Virgin Islands company, in the capacity as the representative of East Stone and the shareholders of East Stone immediately prior to Closing from and after the Closing (the “Purchaser Representative”), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Pubco”), Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (the “First Merger Sub”), Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”), and ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands (“ICONIQ”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) the First Merger Sub will merge with and into ICONIQ (the “First Merger”), with ICONIQ surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of ICONIQ being converted into the right to receive shares of Pubco; and (b) the Second Merger Sub will merge with and into East Stone (the “Second Merger”, and together with the First Merger, the “Mergers”), with East Stone surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the outstanding securities of East Stone being converted into the right to receive substantially equivalent securities of the Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions”).

In connection with the execution of the Business Combination Agreement, on April 21, June 15, August 12 and September 23, 2022 respectively, East Stone and the Pubco entered into subscription agreements (together the “PIPE Subscription Agreements”) with four investors (namely April PIPE Investor, June PIPE Investor, August PIPE Investor, and September PIPE Investor, respectively, and June PIPE Investor and September PIPE Investor together, the “PIPE Investors”). On September 25, 2022, East Stone, Pubco and the April PIPE Investor mutually terminated their PIPE Subscription Agreement due to timing considerations for regulatory approvals needed by the April PIPE Investor to satisfy its closing obligations. On September 25, 2022, East Stone, Pubco and the August PIPE Investor mutually terminated their PIPE Subscription Agreement due to the August PIPE Investor considering alternative forms of investment into Pubco. Pubco and the August PIPE Investor are continuing to discuss potential alternative forms of partnership. Pursuant to the remaining PIPE Subscription Agreements with the PIPE Investors, among other things, the Pubco has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to subscribe for and purchase in a private placement, certain ordinary shares of the Pubco at a purchase price of the lower of (i) $10.26 or (ii) the per share redemption price for East Stone public shareholders in connection with the Business Combination, for an aggregate purchase price of $400,000,000 (the “PIPE Investment”). The PIPE Subscription Agreements contain customary representations and warranties of each of East Stone, Pubco and the PIPE Investors, and customary conditions to closing, including the consummation of the business combination between East Stone and ICONIQ.

Consideration

Under the Business Combination Agreement, the Aggregate Merger Consideration Amount to be paid to the shareholders of ICONIQ is $2,500,000,000 and will be paid entirely in shares, comprised of newly issued ordinary shares of the Pubco, with each share valued at the Per Share Price.

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Class A Ordinary Shares equal to the Exchange Ratio in accordance with the Business Combination Agreement. Each Class B ordinary share of ICONIQ that is issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into the right to receive the number of Pubco Class B Ordinary Shares equal to the Exchange Ratio; (b) each ordinary share of East Stone (including shares held by East Stone’s public shareholders as well as East Stone’s affiliates) that is issued and outstanding immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive one Pubco Class B Ordinary Share. Each outstanding East Stone Public Warrant and East Stone Private Warrant shall be converted into one Pubco Public Warrant and one Pubco Private Warrant, respectively. Each issued and outstanding East Stone Right shall be automatically converted into one-tenth of one Pubco Class B Ordinary Share. The newly issued Pubco Class A Ordinary Shares will have the same economic terms as the newly issued Pubco Class B Ordinary Shares, but each Class A ordinary share of the Pubco will, among other rights, be entitled to twenty-five (25) votes per share compared with one (1) vote per share for Pubco Class B Ordinary Shares with all Pubco Ordinary Shares voting together as a single class on most matters. See “Description of Pubco Securities.” Mr. Alan Nan WU will beneficially own all of the issued Pubco Class A Ordinary Shares immediately following the consummation of the Business Combination. The newly issued Pubco Class B Ordinary Shares which East Stone’s public shareholders and affiliates will receive in connection with Transactions will be entitled to one vote for each share held of record on all matters to be voted on by shareholders. Holders of Pubco Class B Ordinary Shares will not have any conversion, pre-emptive or other subscription rights and there will be no sinking fund or redemption provisions applicable to Pubco Class B Ordinary Shares.

For the purposes of the Business Combination Agreement, the following terms shall have the meanings set forth below:

“Exchange Ratio” means (i) Company Merger Shares as of the First Merger Effective Time divided by (ii) the total number of Class A and Class B ordinary shares of ICONIQ.

“Company Merger Shares” means a number of Pubco shares equal to the quotient determined by dividing (a) the Aggregate Merger Consideration Amount by (b) the Per Share Price.

“Per Share Price” means the lower of (i) $10.26 (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing) or (ii) the Redemption Price.

“Redemption Price” means an amount equal to the price at which each share of East Stone ordinary share is redeemed or converted pursuant to the Redemption (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing).

If 1,814,495 ordinary shares of East Stone are redeemed, which is the maximum number of ordinary shares of East Stone that can be redeemed as of October 19, 2022, and taking the options vesting on the 30th day after the Closing under the 2022 Plan into account, East Stone’s IPO public shareholders, the Sponsor and other Initial Shareholders, the Sellers and the PIPE Investors are expected to beneficially own approximately 1.0%, 1.3%, 82.2% and 13.3%, respectively, of the Ordinary Shares of Pubco and approximately 0.3%, 0.3%, 95.1% and 3.6%, respectively, of the voting power of Pubco following the closing. As such, East Stone shareholders who do not redeem their ordinary shares of East Stone will experience immediate and material dilution upon closing of the Business Combination. See “Interests of East Stone’s Initial Shareholders, Directors and Officers in the Business Combination” for more information on the securities East Stone’s affiliates will receive in connection with the Transactions.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the special meeting in lieu of an annual meeting of shareholders of East Stone scheduled to be held on November 7, 2022.

East Stone’s Public Units, Public Shares, Public Warrants and Public Rights are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “ESSCU”, “ESSC”, “ESSCW” and “ESSCR” respectively. Pubco has applied for listing, to be effective at the time of the Business Combination, of its Pubco Class B Ordinary Shares and the Pubco Warrants issued in exchange for East Stone’s Public Warrants on Nasdaq under the symbols “NWTN” and “NWTNW” respectively. Pubco will not have units or rights traded following consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the Pubco Class B Ordinary Shares and the Pubco Warrants are approved for listing on Nasdaq (subject only to official notice of issuance thereof and round lot holder requirements). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that Pubco’s securities will be listed on Nasdaq or that a viable and active trading market will develop. If such listing condition is not met or if such confirmation is not obtained, the Business Combination will not be consummated unless the Nasdaq condition set forth in the Business Combination Agreement is waived by the applicable parties. See “Risk Factors” beginning on page 47 for more information.

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Each of East Stone and Pubco is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the special meeting in lieu of an annual meeting of shareholders of East Stone. East Stone encourages you to carefully read this entire document and the documents incorporated by reference. You should also carefully consider the risk factors described in “Risk Factors” on page 47 of this proxy statement/prospectus.

Pubco, with ICONIQ being its wholly-owned subsidiary post-Business Combination, is a holding company incorporated in the Cayman Islands with its headquarters in Dubai, UAE. ICONIQ conducts its operations through ICONIQ Green Technology FZCO, ICONIQ’s global headquarters based in Dubai, UAE, as well as various subsidiaries in Dubai and Mainland China. Investments in Pubco’s securities are not purchases of equity securities of these operating subsidiaries in the UAE or Mainland China but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own.

Because some of the operations of ICONIQ are conducted in Mainland China through its wholly-owned subsidiaries, the Chinese government may exercise significant oversight and discretion over the conduct of ICONIQ’s business in Mainland China and may intervene in or influence its operations at any time, which could result in a material change in ICONIQ’s operations and/or the value of Pubco’s securities post-Business Combination. Please refer to the section entitled “Risk Factors — Risks Relating to the Regions in which ICONIQ Operates” for a detailed discussion of the risks as a result of ICONIQ’s corporate structure.

Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted outside Mainland China and/or foreign investments in Mainland China-based issuers. While post-Business Combination, Pubco will be a company headquartered in Dubai, UAE with only part of its operations conducted in Mainland China, any future action by the Chinese government expanding the categories of industries and companies whose foreign securities offerings are subject to government review could significantly limit or hinder Pubco’s ability to offer or continue to offer securities to investors post-Business Combination and could cause the value of such securities to significantly decline.

Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in Mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over Mainland China-based companies listed outside Mainland China using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding efforts in anti-monopoly enforcement. As advised by ICONIQ’s Mainland China counsel, Jingtian & Gongcheng, ICONIQ does not believe that it is directly subject to these regulatory actions or statements, as it does not have a variable interest entity structure and as of the date hereof, its business does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. Because these statements and regulatory actions are new, however, it is highly uncertain how soon legislative or administrative regulation making bodies in Mainland China will respond to them, or what existing or new laws or regulations will be modified or promulgated, if any, or the potential impact such modified or new laws and regulations will have on the daily business operations of the Chinese subsidiaries of ICONIQ or their ability of to accept foreign investments, and value of Pubco’s securities post-Business Combination.

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to distribute dividends from its subsidiaries in Mainland China in the future, such subsidiaries will transfer the dividends to ICONIQ Global Limited, Pubco’s Hong Kong-incorporated subsidiary which controls all of its operating subsidiaries in Mainland China, in accordance with the laws and regulations of Mainland China, and then the Hong Kong-incorporated subsidiary will transfer the dividends all the way up to Pubco, and the dividends will be distributed from Pubco to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. The cross-border transfer of funds by the subsidiaries in Mainland China under the direct holding structure must be legal and compliant with relevant laws and regulations of China. In utilizing the proceeds from this Business Combination, as an offshore holding company, Pubco is permitted under laws and regulations in Mainland China to provide funding to its subsidiaries in Mainland China only through loans or capital contributions and to its affiliated entities only through loans, subject to applicable government reporting, registration and approvals. However, loans by Pubco to its subsidiaries in Mainland China to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE and capital contributions to its subsidiaries in Mainland China are subject to the requirement of making necessary registration with competent governmental authorities in Mainland China. See “Risk Factors — Risks Relating to the Regions in which ICONIQ Operates — Mainland China regulation of loans to and direct investment in entities in Mainland China by offshore holding companies and governmental control of currency conversion may restrict or delay Pubco from using the proceeds of the Business Combination to make loans or additional capital contributions to its subsidiaries in Mainland China, which could adversely affect Pubco’s liquidity and its ability to fund and expand its business.” Pubco may encounter difficulties in its ability to transfer cash between its subsidiaries in Mainland China and other subsidiaries largely due to various laws and regulations in Mainland China imposed on foreign exchange. However, as long as Pubco is compliant with the procedures for approvals from foreign exchange authorities and banks in Mainland China, ICONIQ’s Mainland China counsel, Jingtian & Gongcheng, has advised that, as of the date hereof, the relevant laws and regulations in Mainland China do not impose limitations on the amount of funds that Pubco can transfer out of Mainland China. Pubco currently does not have any cash management policy that dictate the transfer of cash between its subsidiaries post-Business Combination.

Pubco is a “controlled company” under the Nasdaq Stock Market LLC listing rules (the “Listing Rules of Nasdaq”), and may be exempt from certain corporate governance requirements other than those exemptions available to foreign private issuers discussed herein. See “Risk Factors — Pubco will be a ‘controlled company’ within the meaning of the Listing Rules of Nasdaq and, as a result, can rely on exemptions from certain corporate governance requirements that provide protection to shareholders of other companies” and “Risk Factors — As a ‘foreign private issuer’ under the rules and regulations of the SEC, Pubco is permitted to file less or different information with the SEC than a company incorporated in the United States or otherwise subject to these rules, and is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements applicable to U.S. issuers.”

Pubco is, and will be after the consummation of the Transactions, considered a “foreign private issuer” under the Exchange Act and therefore exempt from certain rules under the Exchange Act, including the proxy rules, which impose certain disclosure and procedural requirements for proxy solicitations for U.S. and other issuers. Moreover, Pubco is not required to file periodic reports and financial statements with the SEC as frequently or within the same time frames as U.S. companies with securities registered under the Exchange Act, although it may elect to file certain periodic reports and financial statements with the SEC on a voluntary basis on the forms used by U.S. domestic issuers. Pubco is not required to comply with Regulation FD, which imposes restrictions on the selective disclosure of material information to shareholders. In addition, Pubco’s officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of Pubco’s securities. Accordingly, after the Business Combination, if you continue to hold Pubco’s securities, you may receive less or different information about Pubco than you currently receive about East Stone and ICONIQ.

In addition, as a “foreign private issuer”, Pubco is permitted to follow certain home-country corporate governance practices in lieu of certain Nasdaq requirements. A foreign private issuer must disclose in its Annual Reports filed with the SEC each Nasdaq requirement with which it does not comply followed by a description of its applicable home country practice. Pubco currently intends to follow some, but not all, of the corporate governance requirements of Nasdaq. With respect to the corporate governance requirements of Pubco that it does follow, Pubco cannot give assurances that it will continue to follow such corporate governance requirements in the future, and may therefore in the future, rely on available Nasdaq exemptions that would allow Pubco to follow its home country practice. Unlike the requirements of Nasdaq, Pubco is not required, under the corporate governance practice and requirements in the Cayman Islands, to have its board consist of a majority of independent directors, nor is Pubco required to have a compensation committee, a nominating or

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a corporate governance committee consisting entirely of independent directors, or to have regularly scheduled executive sessions with only independent directors each year. Such Cayman Islands home country practices may afford less protection to holders of Ordinary Shares. For additional information regarding the home country practices Pubco intends to follow in lieu of Nasdaq requirements, see the section of this proxy statement/prospectus entitled “Management of Pubco Following the Business Combination — Corporate Governance Practices.”

Pubco would lose its status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of Pubco’s outstanding voting securities becomes directly or indirectly held of record by U.S. holders and one of the following is true: (i) the majority of Pubco’s directors or executive officers are U.S. citizens or residents; (ii) more than 50% of Pubco’s assets are located in the United States; or (iii) Pubco’s business is administered principally in the United States. If Pubco loses its status as a foreign private issuer in the future, it will no longer be exempt from the rules described above and, among other things, will be required to file periodic reports and annual and quarterly financial statements as if it were a company incorporated in the United States. If this were to happen, Pubco would likely incur substantial costs in fulfilling these additional regulatory requirements and members of Pubco’s management would likely have to divert time and resources from other responsibilities to ensuring these additional regulatory requirements are fulfilled.

Lastly, the Holding Foreign Companies Accountable Act (“HFCAA”) would subject Pubco to a number of prohibitions, restrictions and potential delisting if either it or its auditor were designated as an “HFCCA Issuer” or an auditor listed on an HFCAA Determination List, respectively, each as described further herein. A HFCAA Issuer is required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a HFCAA Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022. If identified as an HFCAA Issuer, Pubco would be prevented from using an auditor that the PCAOB determines it could not inspect or fully investigate and would (i) prohibit the trading of securities of a company and (ii) require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those that are based in or have a majority or significant amount of their operations in the PRC. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. As of the date hereof, the auditor of ICONIQ, Marcum Asia CPAs LLP, is not among the auditor firms listed on the HFCAA Determination List, which list notes all of the auditor firms that the PCAOB is not able to inspect. See “Summary of the Proxy Statement/Prospectus — Holding Foreign Companies Accountable Act” for more information on the HFCAA and these designations.

On August 26, 2022, the PCAOB signed a Statement of Protocol with the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in Mainland China and Hong Kong. The agreement includes detailed and specific commitments from the CSRC that would allow PCAOB inspections and investigations meeting U.S. standards, such as (i) independent discretion by the PCAOB to select any issuer audits for inspection or investigation in accordance with the Sarbanes-Oxley Act; (ii) direct access by the PCAOB to interview or take testimony from all personnel of the audit firms whose issuer engagements are being inspected or investigated; (iii) unfettered ability by the PCAOB to transfer information to the SEC in accordance with the Sarbanes-Oxley Act; and (iv) procedures for PCAOB inspectors to see complete audit work papers without any redactions. Implementation of the aforementioned framework is subject to uncertainties and will affect the PCAOB’s actual ability to inspect and investigate completely audit firms in Mainland China and Hong Kong.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SEC OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated October 20, 2022, and is first being mailed to East Stone security holders on or about October 24, 2022.

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EAST STONE ACQUISITION CORPORATION
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803

NOTICE OF SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON November 7, 2022

TO THE SHAREHOLDERS OF EAST STONE ACQUISITION CORPORATION:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of an annual meeting of shareholders of East Stone Acquisition Corporation, a British Virgin Islands business company (“East Stone”), will be held at 9:00 a.m. Eastern Time, on November 7, 2022, at the office of Ellenoff Grossman & Schole LLP at 1345 6th Avenue, New York, New York 10105. You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com/eaststoneacquisition/sm2022 and entering the voter control number included on your proxy card. You will not be required to attend the meeting in person in order to vote, and East Stone encourages virtual participation. You are cordially invited to attend the meeting via the live webcast noted above, which will be held for the following purposes:

(1) to consider and vote upon a proposal to approve the Business Combination Agreement, dated as of April 15, 2022 (as amended as of September 28, 2022 and as may be further amended and/or amended and restated, the “Business Combination Agreement”), by and among East Stone, Navy Sail International Limited, a British Virgin Islands company, in the capacity as the representative of East Stone and the shareholders of East Stone immediately prior to Closing from and after the Closing (the “Purchaser Representative”), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Pubco”), Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Pubco (the “First Merger Sub”), Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”), and ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands (“ICONIQ”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) the First Merger Sub will merge with and into ICONIQ (the “First Merger”), with ICONIQ surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of ICONIQ being converted into the right to receive shares of Pubco; and (b) the Second Merger Sub will merge with and into East Stone (the “Second Merger”, and together with the First Merger, the “Mergers”), with East Stone surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the outstanding securities of East Stone being converted into the right to receive substantially equivalent securities of the Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions”). East Stone refers to this proposal as the “Business Combination Proposal”; the Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Business Combination Proposal” and a copy of the Business Combination Agreement, and Plan of Merger are attached to the accompanying proxy statement/prospectus as Annexes A and D, respectively;

(2) to consider and vote upon a proposal to, in connection with the Business Combination, replace Pubco’s current memorandum and articles of association with the amended and restated memorandum and articles of association of Pubco (the “Amended and Restated Memorandum and Articles of Association”), the adoption by ICONIQ, as the sole shareholder of Pubco prior to the consummation of the Business Combination, of such Amended and Restated Memorandum and Articles of Association prior to consummation of the Business Combination a condition to the parties’ obligations to Close the transactions contemplated by the Business Combination Agreement; East Stone refers to this proposal as the “Charter Proposal”; the Charter Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Charter Proposal” and a copy of the form of the Amended and Restated Memorandum and Articles of Association proposed to be adopted is attached to the accompanying proxy statement/prospectus as Annex B;

(3) separate and apart from the vote on the Charter Proposal, to consider and vote upon, on an advisory and non-binding basis, five (5) separate proposals with respect to certain governance provisions in the Amended and Restated Memorandum and Articles of Association; East Stone refers to these proposals as the “Organizational Documents Advisory Proposals”; the Organizational Documents Advisory Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “The Organizational Documents Advisory Proposals”;

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(4) to approve, the Equity Incentive Plan Proposal, as described in more detail in the accompanying proxy statement/prospectus under the heading “The Equity Incentive Plan Proposal” ;

(5) to approve, for purposes of complying with applicable Listing Rules of Nasdaq, the issuance of (a) approximately 248,590,154 newly issued ordinary shares in the Business Combination, and which amounts will be determined as described in more detail in the accompanying proxy statement/prospectus, (b) up to 38,986,355 shares to investors in the PIPE Investment and (c) an aggregate of up to approximately 97,466 ordinary shares issuable upon conversion of certain convertible notes issued by East Stone in favour of ICONIQ upon maturity in accordance with its terms and the Business Combination Agreement. — East Stone refers to this proposal as the “Share Issuance Proposal.” See the section entitled “The Share Issuance Proposal”;

(6) to re-elect Xiaoma (Sherman) Lu, Sanjay Prasad and William Zielke to serve on East Stone’s board of directors until the earlier of the consummation of the Business Combination and the 2023 annual meeting of shareholders or their earlier death, resignation or removal (including if they are replaced at the consummation of the Business Combination or if, based upon the tabulated vote at the time of the meeting, East Stone is not authorized to consummate the Business Combination); East Stone refers to this proposal as the “Director Election Proposal”; the Director Election Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Director Election Proposal”; and

(7) to consider and vote upon a proposal to direct the chairman of the meeting to adjourn the meeting to a later date or dates, if necessary or appropriate in the determination of East Stone, to permit, among other things, further solicitation and vote of proxies, including if, based upon the tabulated vote at the time of the meeting, East Stone is not authorized to consummate the Business Combination; East Stone refers to this proposal as the “Adjournment Proposal”; the Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “The Adjournment Proposal”.

These items of business are described in the attached proxy statement/prospectus, which East Stone encourages you to read in its entirety before voting. Only holders of record of East Stone ordinary shares at the close of business on October 4, 2022 are entitled to notice of the meeting and to vote and have their votes counted at the meeting and any adjournments of the meeting.

After careful consideration, East Stone’s board of directors has determined that the Business Combination Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Advisory Proposal, the Share Issuance Proposal, the Director Election Proposal and the Adjournment Proposal are fair to and in the best interests of East Stone and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the Organizational Documents Advisory Proposals, “FOR” the Share Issuance Proposal, “FOR” the Director Election Proposal and “FOR” the Adjournment Proposal, if presented.

Under the Business Combination Agreement, the approval of the Business Combination Proposal is a condition to the consummation of the Business Combination. The approval of the Plan of Merger is a requirement under the Companies Act. If the Business Combination Proposal, including Plan of Merger, is not approved by East Stone’s shareholders, the Business Combination will not be consummated.

Additionally, the Business Combination Proposal is conditioned on the approval of each of the Charter Proposal and the Share Issuance Proposal. The vote on the Charter Proposal is not required by British Virgin Islands laws (i.e., the law of the jurisdiction of incorporation of East Stone) or Cayman Islands laws (i.e., the law of the jurisdiction of organization of Pubco). However, pursuant to SEC guidance, East Stone is submitting the Charter Proposal to its shareholders separate and apart from the Business Combination Proposal for approval. If East Stone’s shareholders do not approve the Business Combination Proposal or the Charter Proposal, the Business Combination may not be consummated.

The votes on the Organizational Documents Advisory Proposals are also not required by British Virgin Islands laws or Cayman Islands laws and is instead being submitted to East Stone’s shareholders pursuant to SEC guidance. These votes will be non-binding and are intended to provide the East Stone shareholders with an opportunity to present their separate views on important governance provisions that are intended to be adopted by Pubco upon the consummation of the Business Combination. The Organizational Documents Advisory Proposals are conditioned upon the approval of the Charter Proposal.

The Share Issuance Proposal is conditioned on the approval and adoption of each of the Business Combination Proposal and Charter Proposal.

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The Director Election Proposal and Adjournment Proposal are not conditioned on the approval of any other Proposal.

The holders of the Founder Shares and Private Shares, including East Stone’s Initial Shareholders, have agreed to vote their shares in favor of the Business Combination Proposal. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. As of October 4, 2022, there were 3,450,000 Founder Shares issued and outstanding, which constitute approximately 48.4% of the outstanding ordinary shares of East Stone. Additionally, an aggregate of 350,000 ordinary shares underlie the Private Placement Units issued to the IPO PIPE Shareholders in connection with a private placement that closed simultaneously with the Initial Public Offering (the “Private Shares”). The Private Shares constitute approximately 4.9% of the outstanding ordinary shares of East Stone as of October 4, 2022. As such, the Founder Shares and Private Shares in the aggregate represent approximately 53.4% of the outstanding ordinary shares of East Stone as of October 4, 2022. Therefore, East Stone believes it will have sufficient votes to approve the Business Combination Proposal.

All East Stone shareholders are cordially invited to attend the meeting. To ensure your representation at the meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a holder of record of East Stone ordinary shares, you may also cast your vote via Internet. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote yourself, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have no effect on any of the Proposals.

A complete list of East Stone shareholders of record entitled to vote at the special meeting in lieu of an annual meeting will be available for ten (10) days before the meeting at the principal executive offices of East Stone for inspection by shareholders during ordinary business hours for any purpose germane to the meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. East Stone looks forward to your continued support.

By Order of the Board of Directors

/s/ Chunyi (Charlie) Hao
Chunyi (Charlie) Hao Chairman of the Board and Chief Financial Officer

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND THAT EAST STONE CONVERT YOUR SHARES INTO CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON NOVEMBER 3, 2022 (TWO (2) BUSINESS DAYS PRIOR TO THE SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF SHAREHOLDERS) BY (A) DELIVERING A CONVERSION NOTICE TO EAST STONE’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO EAST STONE’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON ANY PROPOSAL, WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE CONVERTED INTO CASH AT THIS TIME IN CONNECTION WITH THE BUSINESS COMBINATION. IF YOU HOLD THE SHARES IN “STREET NAME”, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF EAST STONE SHAREHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

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ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important business and financial information about East Stone and ICONIQ from other documents that are not included in or delivered with this proxy statement/prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this document through the Securities and Exchange Commission website at http://www.sec.gov or by requesting them in writing, by e-mail or by telephone at the appropriate address below:

East Stone Acquisition Corporation
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
Attn: Chunyi (Charlie) Hao
(781) 202-9128

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: ESSC.info@investor.morrowsodali.com

You will not be charged for any of these documents that you request. To obtain timely delivery of these documents, you must request them no later than 5:00 p.m. Eastern Time on November 2, 2022, three (3) business days prior to the Meeting.

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TABLE OF CONTENTS

		Page
DEFINED TERMS		iv
SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION		1
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS		10
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		26
SELECTED HISTORICAL FINANCIAL INFORMATION		40
SELECTED UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS		43
RECENT DEVELOPMENTS		45
RISK FACTORS		47
FORWARD-LOOKING STATEMENTS		94
SPECIAL MEETING IN LIEU OF AN ANNUAL MEETING OF SHAREHOLDERS OF EAST STONE		96
THE BUSINESS COMBINATION PROPOSAL		101
THE CHARTER PROPOSAL		147
THE ORGANIZATIONAL DOCUMENTS ADVISORY PROPOSALS		152
UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS		155
THE SHARE ISSUANCE PROPOSAL		175
THE DIRECTOR ELECTION PROPOSAL		177
THE ADJOURNMENT PROPOSAL		179
USE OF PROCEEDS		180
INFORMATION RELATED TO PUBCO		181
OTHER INFORMATION RELATED TO EAST STONE		182
BUSINESS OF ICONIQ		203
ICONIQ’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		230
MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION		243
EXECUTIVE COMPENSATION		248
BENEFICIAL OWNERSHIP OF SECURITIES		249
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		256
DESCRIPTION OF PUBCO SECURITIES		261
APPRAISAL RIGHTS		268
OTHER SHAREHOLDER COMMUNICATIONS		268
LEGAL MATTERS		269
EXPERTS		269
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		269
SHAREHOLDER PROPOSALS		269
WHERE YOU CAN FIND MORE INFORMATION		270
INDEX TO FINANCIAL STATEMENTS		F-1
Annex A: Business Combination Agreement and First Amendment thereto		A-1
Annex B: Form of Amended and Restated Memorandum and Articles of Association of Pubco		B-1
Annex C: Form of Proxy for Special Meeting in Lieu of an Annual Meeting of Shareholders of East Stone Acquisition Corporation		C-1
Annex D: Form of Plan of Merger		D-1
Annex E: Form of Lock-Up Agreement		E-1
Annex F: Fairness Opinion		F-1
Annex G: 2022 Plan		G-1

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the SEC by Pubco (File No. 333-266322), constitutes a prospectus of Pubco under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the Pubco Class A Ordinary Shares, Pubco Class B Ordinary Shares, and East Stone Warrants, to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the special meeting in lieu of an annual meeting of shareholders of East Stone at which East Stone shareholders will be asked to consider and vote upon the approval of the Business Combination Proposal, among other matters.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, ICONIQ relies on and refers to industry data, information and statistics regarding the markets in which it competes from publicly available information, industry and general publications and research and studies conducted by third parties. This information appears under the section of this proxy statement/prospectus entitled “Business of ICONIQ.” ICONIQ has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

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TRADEMARKS, TRADE NAMES AND SERVICE MARKS

Pubco, ICONIQ, and East Stone and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

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DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the term “ICONIQ” refers to ICONIQ Holding Limited, a Cayman Islands exempted company, and the term “East Stone” refers to East Stone Acquisition Corporation, a British Virgin Islands business company. “Pubco” refers to NWTN Inc., a Cayman Islands exempted company. For further information on the structure of ICONIQ, please see “The Business Combination Proposal — Post-Business Combination Corporate Structure.”

In this document:

“$,” “USD,” “US$” and “U.S. dollar” each refers to the United States dollar.

“Adjournment Proposal” means a proposal to direct the chairman of the Meeting to adjourn the Meeting to a later date or dates, if East Stone deems it necessary or appropriate, including, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the Business Combination Proposal.

“Aggregate Merger Consideration Amount” means Two Point Five Billion U.S. Dollars ($2,500,000,000).

“Amended and Restated Memorandum and Articles of Association” means the amended and restated memorandum and articles of association of Pubco to be adopted prior to consummation of the Business Combination.

“Anchor investors” refers to Hua Mao and Cheng Zhao, who purchased an aggregate of 108,000 units of East Stone in a private placement transaction simultaneously with the closing of East Stone’s IPO.

“Articles Effectiveness Date” means the effective date of Pubco’s Amended and Restated Memorandum and Articles of Association.

“Backstop Arrangements” means the Forward Purchase Agreements and Share Transfer Agreements, dated November 12, 2021, by and between East Stone and the Backstop Investors.

“Backstop Investors” means Glazer Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Sea Otter Securities Group LLC and Stichting Juridisch Eigendom Mint Tower Arbitrage Fund, who are parties to those certain Forward Purchase Agreements and Share Transfer Agreements dated November 12, 2021.

“Backstop Shares” means the aggregate of 2,923,974 Public Shares subject to Backstop Arrangements.

“Broker non-vote” means the failure of an East Stone shareholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination Agreement” means the Business Combination Agreement, dated as of April 15, 2022, as amended as of September 28, 2022 and as may be further amended and/or amended and restated, by and among East Stone, ICONIQ, Pubco, First Merger Sub, Second Merger Sub, a copy of which is attached hereto as Annex A.

“Business Combination” or “Transactions” means the Merger and the Share Exchange, and other transactions contemplated by the Business Combination Agreement.

“Business Combination Proposal” means a proposal to approve the Business Combination Agreement and the Transactions.

“BVI” means the British Virgin Islands.

“Cayman Act” means the Companies Act (As Revised) of the Cayman Islands.

“Charter Proposal” means a proposal to approve the adoption by ICONIQ as sole member of Pubco prior to Closing, of the Amended and Restated Memorandum and Articles of Association of Pubco, conditional on the consummation of the Business Combination.

“Closing” means the closing of the Transactions.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the British Virgin Islands Business Companies Act (No 16 of 2004), as may be amended from time to time.

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“Constitutional Documents” means the formation documents of any of the entities listed herein, including the Amended and Restated Memorandum and Articles of Association, as they may be amended.

“Director Election Proposal” means the proposal to re-elect Xiaoma (Sherman) Lu, Sanjay Prasad and William Zielke to serve on East Stone’s board of directors until the earlier of the consummation of the Business Combination and the 2023 annual meeting of shareholders or their earlier death, resignation or removal under the terms of the memorandum and articles of association of East Stone.

“East Stone” or “Purchaser” means East Stone Acquisition Corporation, a British Virgin Islands business company.

“EarlyBird” refers to EarlyBird Capital, Inc.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“First Merger Sub” means Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Pubco.

“Founder Shares” means ordinary shares of East Stone, 3,450,000 of which are currently outstanding and were issued to the Initial Shareholders prior to the Initial Public Offering of East Stone.

“Frost & Sullivan” means Frost & Sullivan (Beijing) Inc., an experienced consultant in the PRC and global EV industry, who has been engaged by ICONIQ as an independent consultant to provide an industry report (the “Frost & Sullivan Report”) for use in whole or in part for the purpose of preparing this proxy statement/prospectus. The information derived from the Frost & Sullivan Report estimates of the market conditions based on information from various sources. ICONIQ believes that the sources of the information and statistics contained in and derived from the Frost & Sullivan Report are appropriate sources for such information and have taken reasonable care in extracting and reproducing such information. ICONIQ has no reason to believe that such information and statistics are false or misleading or that any part has been omitted that would render such information and statistics false or misleading. ICONIQ, East Stone, or their respective affiliates or advisors have not independently verified, and make no representation as to, the accuracy of the information and statistics from official government or other third-party sources. Such information may not be consistent with, and may not have been compiled with the same degree of accuracy or completeness as, other information compiled within or outside the PRC.

“I-Bankers” or “IBS” refers to I-Bankers Securities, Inc.

“Initial Public Offering” or “IPO” means the initial public offering of Units of East Stone, which was consummated on February 24, 2020.

“Initial Shareholders” means the Sponsor, Navy Sail International Limited, a British Virgin Islands business company, of which East Stone’s Chairman and Chief Financial Officer, Chunyi (Charlie) Hao, is the sole director, and any of East Stone’s officers or directors that hold Founder Shares.

“IPO PIPE Shareholders” refers to the Sponsor, the anchor investors and I-Bankers or its designee to receive Private Placement Units in the private placement closed simultaneously with the closing of the IPO.

“ICONIQ” means ICONIQ Holding Limited, a Cayman Islands exempted company.

“JOBS Act” means the Jumpstart Our Business Startups Act.

“Listing Rules of Nasdaq” refers to the listing rules of Nasdaq Stock Market LLC.

“Mainland China” refers to the People’s Republic of China, excluding, for the purpose of this proxy statement/prospectus, Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative Region.

“Meeting” means the special meeting in lieu of an annual meeting of shareholders of East Stone, to be held on November 7, 2022 at 9:00 a.m. Eastern Time.

“Mergers” means the First Merger and the Second Merger.

“Nasdaq” means the Nasdaq Stock Market LLC.

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“Ordinary Shares” means, collectively, the Pubco Class A Ordinary Shares and the Pubco Class B Ordinary Shares, each with par value $0.0001 per share.

“Organizational Documents Advisory Proposals” means the five (5) separate proposals to approve, on an advisory and non-binding basis, certain governance provisions in the Amended and Restated Memorandum and Articles of Association.

“PIPE Investment” means the issuance and sale by East Stone of the PIPE Shares expected to occur concurrently with and as a condition to the consummation of the Business Combination.

“PIPE Investors” means that certain investors that respectively entered into the PIPE Subscription Agreement with East Stone and ICONIQ on June 15, 2022 and September 23, 2022, namely the June PIPE Investor and the September PIPE Investor, respectively.

“PIPE Shares” means up to 38,986,355 Pubco Class B Ordinary Shares to be issued to the PIPE Investors upon consummation of the PIPE Investment in accordance with the PIPE Subscription Agreements.

“Private Share” means the one ordinary share of East Stone included in a Private Placement Unit.

“Private Placement Units” means the units owned by the IPO PIPE Shareholders and issued by East Stone simultaneously with the consummation of the IPO, consisting of one Private Share, one Private Warrant and one Private Right.

“Private Warrants” means the Warrants included in the Units sold in the private placement closed simultaneously with the closing of the IPO, each of which is exercisable for one half (1/2) of one ordinary share of East Stone, in accordance with its terms.

“Private Right” means the right included in each Private Placement Unit entitling the holder to receive one-tenth (1/10) of one ordinary share of East Stone.

“Proxy statement/prospectus” means the proxy statement/prospectus included in the Registration Statement on Form F-4 (Registration No. 333-266322) filed by Pubco with the SEC.

“PRC” or “China” refers to the People’s Republic of China.

“Pubco” means NWTN Inc., a Cayman Islands exempted company.

“Pubco Class A Ordinary Shares” means the class A ordinary shares, par value $0.0001 per share, of Pubco,

“Pubco Class B Ordinary Shares” means the class B ordinary shares, par value $0.0001 per share, of Pubco, entitling the holder thereof to one (1) vote per share, as provided for and fully described in the Amended and Restated Memorandum and Articles of Association.

“Pubco Private Warrant” means one whole warrant entitling the holder thereof to purchase one-half (1/2) of one Pubco Class B Ordinary Share at a purchase price of $11.50 per full share.

“Pubco Public Warrant” means one whole warrant entitling the holder thereof to purchase one-half (1/2) of one Pubco Class B Ordinary Share at a purchase price of $11.50 per full share.

“Pubco Underwriter Warrant” means a non-redeemable warrant entitling the holder thereof to purchase one (1) Pubco Class B Ordinary Share at a purchase price of $12.00 per share.

“Pubco Warrants” means the Pubco Private Warrants, Pubco Public Warrants and Pubco Underwriter Warrants, collectively.

“Public Right” means the right included in each Public Unit entitling the holder to receive one-tenth (1/10) of one ordinary share of East Stone.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means ordinary shares of East Stone issued as part of the Units sold in the Initial Public Offering.

“Public Unit” means units issued in the IPO, each consisting of one ordinary share of East Stone, one Public Warrant and one Public Right.

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“Public Warrants” means the Warrants included in the Units sold in the Initial Public Offering, each of which is exercisable for one half (1/2) of one ordinary share of East Stone, in accordance with its terms.

“Redemption” means the right of the holders of East Stone ordinary shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Representative’s Warrants” means the 690,000 Warrants issued to I-Bankers and its designee, EarlyBird, in connection with their services as underwriters for the IPO and as a result of the full exercise of the over-allotment option in connection therewith, each of which is exercisable for one full ordinary share of East Stone, in accordance with its terms.

“Rights” means the Public Rights included in the Public Units sold in the IPO, and the Private Rights in the private placement that occurred concurrently with the IPO, each of which is exercisable for one-tenth (1/10) of one ordinary share of East Stone, in accordance with its terms.

“RMB” and “Renminbi” each refers to the legal currency of the People’s Republic of China, excluding, for the purpose of this definition, Taiwan, the Hong Kong Special Administrative Region and the Macau Special Administrative Region.

“SAFE” means the State Administration of Foreign Exchange of the PRC, or, where the context permits, its designated local authorities.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as may be amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Merger Sub” means Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco.

“Senior Management” and “Senior Managers” refer to those persons named as officers of ICONIQ and, following the consummation of the Business Combination, of Pubco, in the section titled “Management of Pubco Following Business Combination”.

“Share Issuance Proposal” means a proposal to approve, for purposes of complying with applicable Listing Rules of Nasdaq, the issuance of (a) up to approximately 248,590,154 newly issued ordinary shares in the Business Combination, (b) up to 38,986,355 shares to investors in the PIPE Investment and (c) an aggregate of up to approximately 97,466 ordinary shares issuable upon conversion of certain convertible notes issued by East Stone in favour of ICONIQ upon maturity in accordance with its terms and the Business Combination Agreement.

“special resolution” means, in respect of Pubco, a resolution passed by the shareholders of Pubco either (i) unanimously in writing by the shareholders entitled to vote at a validly called and quorate general meeting of Pubco or (ii) by a majority of at least two-thirds of the votes cast by the shareholders of Pubco as, being entitled to do so, vote in person or by proxy at a validly called and quorate general meeting of Pubco.

“Sponsor” means Double Ventures Holdings Limited, a British Virgin Islands business company with limited liability, the sole director of which is Chunyi (Charlie) Hao, East Stone’s Chairman and Chief Financial Officer.

“Trust Account” means the trust account that holds a portion of the proceeds of the Initial Public Offering and the sale of the Private Placement Units.

“Units” means Public Units and Private Placement Units.

“U.S.” means the United States of America.

“U.S. GAAP” or “GAAP” means generally accepted accounting principles in the United States of America.

“Warrants” includes Public Warrants, Private Warrants and Representative’s Warrants.

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SUMMARY OF THE MATERIAL TERMS OF THE BUSINESS COMBINATION

This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached hereto as Annex A and incorporated by reference herein. East Stone’s shareholders, Warrant holders, Rights holders and other interested parties are urged to read the Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings given to them in the Business Combination Agreement.

The parties to the Business Combination Agreement are East Stone, Navy Sail International Limited, a British Virgin Islands company, in the capacity, from and after the Closing, as the representative of East Stone and the shareholders of East Stone immediately prior to Closing (the “Purchaser Representative”), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Pubco”), Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Pubco (the “First Merger Sub”), Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”), and ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands (“ICONIQ”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) the First Merger Sub will merge with and into ICONIQ (the “First Merger”), with ICONIQ surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of ICONIQ being converted into the right to receive shares of Pubco; and (b) the Second Merger Sub will merge with and into East Stone (the “Second Merger”, and together with the First Merger, the “Mergers”), with East Stone surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the outstanding securities of East Stone being converted into the right to receive substantially equivalent securities of the Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions”).

Consideration

As a result of the Mergers, among other things, (a) each of the Class A ordinary shares of ICONIQ that are issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into (i) the right to receive 90% of such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio, and (ii) the contingent right to receive 10% of such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio pursuant to the terms and conditions of the Business Combination Agreement; (b) each Class B ordinary share of ICONIQ that is issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into the right to receive the number of Pubco Class B Ordinary Shares equal to the Exchange Ratio; (c) at the Effective Time, each issued and outstanding Purchaser Public Unit shall be automatically detached and the holder thereof shall be deemed to hold one Purchaser ordinary share, one Purchaser Public Warrant, and one Purchaser Right, and at the Effective Time, (i) each Purchaser ordinary share shall be cancelled and converted automatically into the right to receive one Pubco Class B Ordinary Share, (ii) each Purchaser Public Warrant shall be automatically converted into one Pubco Public Warrant, and each Purchaser Right shall be automatically converted into one-tenth of one Pubco Class B Ordinary Share; and (d) at the Effective Time, each issued and outstanding Purchaser Private Unit shall be automatically detached and the holder thereof shall be deemed to hold one Purchaser ordinary share, one Purchaser Private Warrant, and one Purchaser Right, and at the Effective Time, (i) each Purchaser ordinary share shall be cancelled and converted automatically into the right to receive one Pubco Class B Ordinary Share, (ii) each Purchaser Private Warrant shall be automatically converted into one Pubco Private Warrant, and each Purchaser Right shall be automatically converted into one-tenth of one Pubco Class B Ordinary Share.

For the purposes of the Business Combination Agreement, the following terms shall have the meanings set forth below:

“Exchange Ratio” means (i) Company Merger Shares as of the First Merger Effective Time divided by (ii) the total number of Class A and Class B ordinary shares of ICONIQ.

“Company Merger Shares” means a number of Pubco shares equal to the quotient determined by dividing (a) the Aggregate Merger Consideration Amount by (b) the Per Share Price.

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“Redemption Price” means an amount equal to the price at which each share of Purchaser ordinary share is redeemed or converted pursuant to the Redemption (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing).

Representations and Warranties

The Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of such agreement or other specific dates solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to consummate the transactions contemplated by the Business Combination Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations hereunder or thereunder, in each case subject to certain customary exceptions. The representations and warranties made by the parties are customary for transactions similar to the Transactions.

In the Business Combination Agreement, ICONIQ made certain customary representations and warranties to East Stone, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) company permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) top suppliers; (24) certain business practices; (25) Investment Company Act; (26) finders and brokers; (27) information supplied; (28) independent investigation; and (29) exclusivity of representations and warranties.

In the Business Combination Agreement, East Stone made certain customary representations and warranties to ICONIQ and the Pubco, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) the Securities and Exchange Commission (the “SEC”) filings, East Stone financials, and internal controls; (7) absence of certain changes; (8) compliance with laws; (9) actions, orders and permits; (10) taxes and returns; (11) employees and employee benefit plans; (12) properties; (13) material contracts; (14) transactions with affiliates; (15) Investment Company Act and the JOBS Act; (16) finders and brokers; (17) certain business practices; (18) insurance; (19) information supplied; (20) independent investigation; (21) the trust account; (22) registration and listing; and (23) termination of prior merger agreements.

In the Business Combination Agreement, the Pubco, the First Merger Sub and the Second Merger Sub made customary representations and warranties to East Stone, including among others, related to the following: (1) organization, incorporation and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) activities of the Pubco, the First Merger Sub and the Second Merger Sub; (7) finders and brokers; (8) Investment Company Act; (9) information supplied; (10) independent investigation; and (11) exclusivity of representations and warranties.

None of the representations and warranties of the parties shall survive the Closing except for certain representations and warranties of East Stone concerning its aggregate liabilities and prior merger agreements, which shall survive until the first anniversary of the Closing Date. The Losses incurred as a result of the breach of such surviving warranties will be indemnified through the issuance of certain Pubco Shares at no consideration.

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Covenants of the Parties

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms, including covenants regarding: (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) provision of financial statements of Target Companies; (4) East Stone’s public filings; (5) “no shop” obligations (which will commence from the initial confidential or public submission of the Registration Statement to the SEC) and exceptions; (6) no insider trading; (7) notifications of certain breaches, consent requirements or other matters; (8) efforts to consummate the Closing and obtain third party and regulatory approvals and efforts to cause the Pubco to maintain its status as a “foreign private issuer” under the U.S. Securities Exchange Act of 1934 Rule 3b-4; (9) further assurances; (10) public announcements; (11) confidentiality; (12) indemnification of directors and officers and tail insurance; (13) use of trust proceeds after the Closing; (14) efforts to support a private placement or backstop arrangements, if sought; (15) the loan to be granted by ICONIQ to East Stone if the extension of the date by which East Stone must consummate its initial business combination is extended to a date no earlier than November 24, 2022, is approved; (16) intended tax treatment of the Mergers; (17) a cash incentive that upon the cumulative exercise of 50% of the Pubco Warrants corresponding to the outstanding Purchaser Public Warrants that were issued by the Purchaser prior to the Closing, Pubco will pay each of the current holders of ICONIQ’s shares (the “Sellers”) an aggregate amount in cash equal to 40% of the total cash proceeds received by Pubco from the exercise of all outstanding Purchaser Public Warrants which were issued by the Purchaser or Pubco (as applicable) prior to or upon the Closing and that are exercised within two (2) years after the Closing Date (such amount, the “Incentive Payment”). After the foregoing threshold is reached, the Sellers will be entitled to the Incentive Payment, the amount of which may vary depending on the number of such Pubco Warrants that have been exercised within two (2) years after the Closing Date and is up to $31,740,000 assuming that all such Pubco Warrants are exercised within the two-year period; (18) additional review by East Stone of information regarding the Target Companies (the “Additional Review”).

The parties also agreed to take all necessary actions to cause the Pubco’s board of directors immediately after the Closing to consist of a board of seven directors comprised of: (i) two persons that are designated by East Stone prior to the Closing as independent directors; and (ii) five persons that are designated by ICONIQ prior to the Closing.

East Stone and the Pubco also agreed to jointly prepare, and the Pubco shall file with the SEC, a registration statement on Form F-4 (as amended, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”) of the issuance of securities of Pubco to the holders of the ordinary shares, rights and warrants of the Purchaser and ICONIQ and containing a proxy statement/prospectus for the purpose of soliciting proxies from the shareholders of East Stone for the matters relating to the Transactions to be acted on at the special meeting of the shareholders of East Stone and providing such shareholders an opportunity to participate in the redemption of their public shares of East Stone upon the Closing (the “Redemption”).

Conditions to Closing

The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of East Stone’s shareholders; (ii) obtaining material regulatory approvals; (iii) no law or order preventing or prohibiting the Transactions; (iv) East Stone having at least $5,000,001 in net tangible assets as of the Closing, after giving effect to the completion of the Redemption and any private investment in public entity (PIPE) financing that has been funded; (v) amendment by the shareholders of the Pubco of the Pubco’s memorandum and articles of association; (vi) the effectiveness of the Registration Statement; (vii) appointment of the post-closing directors of the Pubco; and (viii) Nasdaq listing requirements having been fulfilled.

In addition, unless waived by ICONIQ, the obligations of ICONIQ, the Pubco, the First Merger Sub and the Second Merger Sub to consummate the Transactions are subject to the satisfaction of the following conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of East Stone being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) East Stone having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to East Stone since the date of the Business Combination

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Agreement which is continuing and uncured; (iv) receipt by ICONIQ and the Pubco of (a) the Founders Registration Rights Agreement Amendment, (b) each of the Founder Lock-Up Agreements entered into by and among the Pubco, the Purchaser Representative, ICONIQ, East Stone and each holder of the Founder Shares shall be in full force and effect as of the Closing; (c) each of the Sellers shall have received from Pubco a registration rights agreement covering the merger consideration shares received by the Sellers duly executed by the Pubco, and (d) East Stone shall have obtained a written waiver issued in writing by JHD Technologies Limited (“JHD”) concerning the general and full waiver of the liabilities of East Stone under the Business Combination Agreement, dated as of February 16, 2021, by East Stone, JHD, and other parties thereto (the “JHD Agreement”) and any ancillary documents to the foregoing.

Unless waived by East Stone, the obligations of East Stone to consummate the Transactions are subject to the satisfaction of the following conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of ICONIQ, the Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to Material Adverse Effect on the Target Companies, taken as a whole); (ii) ICONIQ, the Pubco, the First Merger Sub, and the Second Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the Business Combination Agreement which is continuing and uncured; (iv) the Non-Competition Agreement and each Seller Lock-Up Agreement shall be in full force and effect from the Closing; (v) no factual finding in the Additional Review period would result in a failure of condition (i) in this paragraph to be satisfied, or East Stone has not delivered a notice to ICONIQ within the Additional Review period setting forth such finding, or such failure is cured within 20 days after such notice from East Stone; and (vi) receipt by East Stone of the Founders Registration Rights Agreement Amendment duly executed by the Pubco.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing by either East Stone or ICONIQ if the Closing does not occur by November 24, 2022 or such other date as may be extended pursuant to the Business Combination Agreement.

The Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written consent of East Stone and ICONIQ; (ii) by either East Stone or ICONIQ if a governmental authority of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iii) by ICONIQ for East Stone’s uncured breach of the Business Combination Agreement, such that the related Closing condition would not be met; (iv) by East Stone for the uncured breach of the Business Combination Agreement by ICONIQ, the Pubco, the First Merger Sub, or the Second Merger Sub, such that the related Closing condition would not be met; (v) by either East Stone or ICONIQ if East Stone holds its shareholder meeting to approve the Business Combination Agreement and the Transactions, and such approval is not obtained; (vi) by ICONIQ in accordance with the “no shop” provision; (vii) by East Stone only within 15 days following the delivery of the Final EY Report if such report satisfies the description set forth in the Business Combination Agreement.

If the Business Combination Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations related to confidentiality, effect of termination, fees and expenses, trust fund waiver, miscellaneous and definitions to the foregoing) will terminate, no party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Business Combination Agreement prior to termination, and the ICONIQ Note (as defined below) and any extension loan provided by ICONIQ to East Stone will become immediately due and payable.

Trust Account Waiver

ICONIQ, the Pubco, the First Merger Sub and the Second Merger Sub have agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in East Stone’s Trust Account held for its public shareholders, and have agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

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Related Agreements and Documents

Lock-Up Agreements

Simultaneously with the execution of the Business Combination Agreement, the Pubco, the Purchaser Representative, ICONIQ and East Stone have entered into lock-up agreements with certain holders of the Founder Shares and with certain Sellers. These lock-up agreements provide for a lock-up period commencing on the Closing Date and ending: (a) with respect to shares held by the controlling shareholder of ICONIQ, on the (x) 12-month anniversary of the Closing Date with respect to 50% of such shares, (y) 18-month anniversary of the Closing Date with respect to 25% of such shares, and (z) 24-month anniversary of the Closing Date with respect to 25% of such shares, and (b) with respect to the shares held by certain Founders and certain other Sellers, (x) 6-month anniversary of the Closing Date with respect to 30% of such shares, and (y) 1-year anniversary of the Closing Date with respect to 70% of such shares.

Shareholder Support Agreement

Simultaneously with the execution of the Business Combination Agreement, East Stone, ICONIQ, and certain shareholders of ICONIQ have entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, the shareholders of ICONIQ have agreed (a) to support the adoption of the Business Combination Agreement and the approval of the Transactions, subject to certain customary conditions, and (b) not to transfer any of their subject shares (or enter into any arrangement with respect thereto), subject to certain customary conditions.

Insider Letter Amendment

Simultaneously with the execution of the Business Combination Agreement, East Stone, ICONIQ, the Purchaser Representative, Double Ventures Holdings Limited (the “Sponsor”), the Pubco, Xiaoma (Sherman) Lu and Chunyi (Charlie) Hao have entered into an amendment (the “Insider Letter Amendment”) to that certain letter agreement, dated February 19, 2020 (the “Insider Letter”), by and among East Stone, the Sponsor and the directors, officers or other initial shareholders of East Stone named therein, pursuant to which the Pubco is added as a Party to the Insider Letter, and the lock-up period set forth in the Insider Letter, as applied to the Primary Initial Shareholders (as defined therein) with respect to their Founder Shares after Closing, was amended to be identical to the lock-up period set forth in the lock up agreement for the Initial Shareholders. Please see the section titled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements.”

Issuance of Pubco securities in connection with the Share Exchange with the Sellers is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) thereof because securities of Pubco will be issued to a limited number of Sellers without involving a public offering and Regulation S of the Securities Act because the Sellers are not U.S. persons and the issuance of the securities of Pubco to such persons would be extraterritorial and within the scope of the exemption from registration codified as Regulation S promulgated under the Securities Act. The Convertible Notes were issued to four investors without registration under the Securities Act pursuant to Section 4(a)(2) or Regulation S thereunder and the Ordinary Shares of Pubco into which such Convertible Notes will convert will also be exempt from registration under the Securities Act pursuant to Section 4(a)(2) or Regulation S.

Seller Registration Rights Agreement

At the Closing, Pubco and the Sellers shall enter into the Seller Registration Rights Agreement, in a form to be mutually agreed between East Stone and ICONIQ. Under the Seller Registration Rights Agreement, the Sellers shall have registration rights that will obligate Pubco to register for resale under the Securities Act all or any portion of their Pubco Class A Ordinary or the Pubco Class B Ordinary Shares received as Company Share Consideration (including any Earnout Shares) (together with any capital shares or other securities issued as a dividend or distribution with respect thereto or in exchange therefor, the “Registrable Securities”), except that Registrable Securities that are subject to transfer restrictions in the Lock-Up Agreements may not be requested to be registered or registered until the end of the Lock-Up Period. Sellers holding a majority-in-interest of the Registrable Securities (based on the number of shares and not voting rights) will be entitled under the Registration Rights Agreement to make a written demand for registration under the Securities Act of all or part of their Registrable Securities, and other Sellers holding Registrable Securities will be entitled to join in such demand registration. Subject to certain exceptions, if any time after the Closing, Pubco proposes to file a registration statement under the Securities Act with respect to its securities, under the Seller Registration Rights

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Agreement, Pubco shall give notice to the Sellers holding Registrable Securities as to the proposed filing and offer them an opportunity to register the sale of such number of Registrable Securities as requested by them in writing, subject to customary cut-backs. In addition, subject to certain exceptions, Sellers holding Registrable Securities will be entitled under the Seller Registration Rights Agreement to request in writing that Pubco register the resale of any or all of such Registrable Securities on Form S-3 or F-3 and any similar short-form registration that may be available at such time. Under the Seller Registration Rights Agreement, Pubco will indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and the holders of Registrable Securities, including Registrable Securities in any registration statement or prospectus, will agree to indemnify Pubco and certain persons or entities related to Pubco, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents.

Founders Registration Rights Agreement Amendment

At the Closing, East Stone, Pubco, the Initial Shareholders and the other parties thereto shall enter into the Founder Registration Rights Agreement Amendment, in a form to be mutually agreed between East Stone and ICONIQ. Under the Founder Registration Rights Agreement, the Founder Registration Rights Agreement will be amended to, among other things, add Pubco as a party and to reflect the issuance of Pubco Ordinary Shares and Pubco Warrants pursuant to the Business Combination Agreement, and to reconcile with the provisions of the Sellers Registration Rights Agreement, including making the registration rights of the Sellers and the Initial Shareholders pari passu with respect to any underwriting cut-backs.

Overview of ICONIQ

Headquartered in Dubai, UAE, ICONIQ is a Smart Passenger Vehicle (SPV) company which strives to offer products that centralize on a “passenger-centric” design philosophy. With a focus on intelligence, comfort and style, ICONIQ believe that it offers innovative vehicle designs that integrate technologies such as digital connectivity and autonomous driving that will deliver outstanding travel experience to passengers. ICONIQ’s long-term mission is to create a passenger-centered ecology through a more enlightened and high-tech way of life with its SPVs being the carrier of such progression.

ICONIQ is in development of a product portfolio of EVs including a Supersport coupe, as well as SPVs including MUSE and ADA which are planned to be equipped with autonomous driving technology and digital connectivity through collaboration with strategic partners. The Supersport provides a unique insight into ICONIQ’s design DNA and will help to anchor ICONIQ’s brand’s market positioning as ICONIQ progressively launch the SPVs. ICONIQ envisions SPV to be a vehicle enhanced with perception, reasoning and actuating devices that enhance the riding experience. Moreover, by partnering with automotive ESPs (Engineering Service Providers) such as W Motors Automotive Group Holding Limited Dubai Branch (“W Motors”) and Magna Steyr Automotive Technology (Shanghai) Ltd. and its associates (together, “Magna Steyr”), ICONIQ has adopted an asset-light manufacturing model which ICONIQ believes allows it to lower its capital expenditures and ramp up the production and commercialization of its products efficiently. ICONIQ is also exploring opportunities with new partners to enhance product features and/or to develop new models that can leverage economy of scale from its existing product platforms and technologies, which will help to attract external resources, reinforce its brand and generate additional revenue. See “Business of ICONIQ — Manufacturing — Our asset-light manufacturing model”.

ICONIQ believes that in recent years, the demand growth in the global passenger vehicle markets has been fueled by increases in per capita income, adoption of electric vehicles and significant advancement in technologies such as ADAS (advanced driver assistance system). Mainland China is the largest passenger vehicle market in the world, as measured by sales volume in 2021, according to Frost & Sullivan. Among the 21.5 million units of passenger vehicles sold in Mainland China in 2021, 15.5% of the volume were attributable to electric vehicles (EVs), which is forecasted to grow to 37.7% in 2026, according to Frost & Sullivan. ICONIQ believes that it is well-positioned to compete in the EV markets in China and other parts of the world because of (i) its core technologies focus on providing a passenger-centric experience which grant it competitive edges over its rivals; (ii) technology and production support through its strategic partnerships with globally leading technology providers and reputable automotive ESPs; and (iii) its non-binding pre-orders from a wide range of corporate customers around the world. See also “Risk Factors — Risks Relating to ICONIQ — ICONIQ’s ability to generate positive cash flow is uncertain, as non-binding pre-orders may not be converted into binding orders or sales, and customers may cancel or delay orders.”

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Recent Developments as to ICONIQ’s Business

Establishment of Dubai Global Headquarters

We trace our history back to 2014 when our predecessor entity was incorporated in Dubai, the UAE. After expanding into China in 2016 to utilize its supply chain, manufacturing capabilities and market opportunities, on March 22, 2022, we established our global headquarters in Dubai to reinforce our heritage from the Middle East as well as our vision to offer “passenger-centric” SPVs on a global scale. Our presence in the Middle East enables us to look both “East and West” to pursue our global growth ambitions. As of June 30, 2022,

• our Dubai headquarters’ business scope covered science and technology consultancy, innovation and AI research and consultancy, as well as automobile engineering services;

• our Dubai headquarters entity, ICONIQ Green Technology FZCO, wholly owned ICONIQ Motors Limited, our BVI-incorporated subsidiary which controls all of our UAE and Mainland China operating subsidiaries;

• our senior management’s employment contracts were all signed with our Dubai headquarters entity;

• we had transferred over 60 patent rights and were in the process of assigning nearly 40 procurement contracts with our key suppliers from our Mainland China operating subsidiaries to our Dubai headquarters entity; and

Commencement of the Jinhua Project under the Jinhua Investment Agreement

Moreover, on June 6, 2022, we signed an investment agreement with the Jinhua Development Partner. Such agreement was terminated and ICONIQ and the Jinhua Development Partner entered into a new investment agreement on August 15, 2022 (the “Jinhua Investment Agreement”). The Jinhua Investment Agreement contemplates that ICONIQ will set up a wholly-owned subsidiary in the City of Jinhua, Zhejiang Province, China to act as Pubco’s China headquarters (the “Jinhua Project”), and the headquarters are planned to include functions of research and development, procurement, production and sales.

Under the Jinhua Investment Agreement, a subsidiary of the Jinhua Development Partner has agreed to finance the construction of the industrial land and factory building for the Jinhua Project (the “Jinhua Land and Building”). After the Jinhua Land and Building are constructed, we will lease them for five to eight years, and our rent will be waived in full for the first two years, and reduced in half for the three years thereafter. Following the expiry of our lease, we will have the option to purchase Jinhua Land and Building at a purchase price of the construction cost plus an 8% interest per year, less any rent paid, pursuant to the terms set out in the Jinhua Investment Agreement and lease and buy-back agreements to be separately negotiated. Please refer to Exhibit 10.17 for details of the Jinhua Investment Agreement.

In connection with our cooperation with the Jinhua Government and as contemplated by the Jinhua Investment Agreement, on June 15, 2022, East Stone and Pubco entered into a subscription agreement with the June PIPE Investor, pursuant to which the Pubco agreed to issue and sell to the June PIPE Investor certain ordinary shares of the Pubco for an aggregate purchase price of $200 million (the “June PIPE”). Upon consummation of the June PIPE, the June PIPE Investor will directly, and the Jinhua Government will indirectly, own 19,493,177 Pubco Ordinary Shares post-Business Combination, which amount to 1.80% (assuming minimum redemption) or 1.81% (assuming maximum redemption) of voting power in Pubco. See also “Risk Factors — Risks Relating to Pubco’s Business and Operations Following the Business Combination with ICONIQ — Pubco may be materially adversely affected if any of the PIPE Investments fail to be consummated due to non-compliance by certain of the PIPE Investors who are subject to the relevant overseas investment regulations in Mainland China or if any PIPE Investor otherwise fail to fund the relevant PIPE Investment or act in breach of contractual provisions in the PIPE Subscription Agreements.” and “Beneficial Ownership of Securities — Security Ownership of Certain Beneficial Owners and Management of Pubco”.

We plan to cooperate with the Jinhua Government and other partners to design and manufacture the MUSE in the manufacturing base in the Jinhua Project, which manufacturing base is planned to have over 400,000 square meters of space.

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Establishment of SKD Facility in Abu Dhabi

In September 2022, NWTN Technologies Industries, an Abu Dhabi-based industrial and manufacturing company wholly-owned by ICONIQ Green Technology FZCO, finalized an agreed form of lease agreement with Khalifa Industrial Zone Abu Dhabi (“KIZAD”) to establish a SKD (Semi-Knockdown) facility for EV assembly in the UAE (the “Form of KIZAD Lease Agreement”) to manufacture and market our vehicles in the Middle East, Africa, Southeast Asia and Europe. As part of AD Ports Group’s Economic Cities & Free Zones, KIZAD offers unique advantages, including extensive size, world-class infrastructure, free zone and domestic industrial zone solutions, dedicated investor support, tax-free environment with competitive operating costs and strategic location with access to regional and international markets. Under the Form of KIZAD Lease Agreement, we are leasing an area of approximately 25,000 sq.m. for a term of five years. We may also terminate the lease by serving six months’ written notice upon meeting certain conditions set out in the Form of KIZAD Lease Agreement. We plan to initially operate a manufacturing, research and development, vehicle testing and logistics facility constructed by KIZAD with an annual capacity of 5,000 to 10,000 units for the assembly of SKD EVs. Subsequently, we plan to expand its capacity to 50,000 units annually to support the production of our SPVs, including the MUSE and the ADA.

The Form of KIZAD Lease Agreement has not been executed yet. Both parties are holding their respective signature pages and the lease will become effective on or around October 1, 2022, subject to certain customary conditions and procedures, including the delivery of a check for the first rent deposit and execution of a power of attorney by ICONIQ Green Technology FZCO. Please refer to Exhibit 10.18 for details of the Form of KIZAD Lease Agreement.

Recent Developments as to East Stone’s Business

Termination of Agreement with JHD

On February 16, 2021, we entered into an agreement with JHD, among others, (the “JHD Agreement”) providing for a business combination with JHD (the “JHD Business Combination”). The JHD Agreement was amended on each of on February 18, 2021, September 17, 2021, October 14, 2021 and November 26, 2021. The transactions pursuant to the JHD Agreement were subject to, among other things, the approval of such transactions by the Company’s shareholders, satisfaction of the conditions stated in the JHD Agreement and other customary closing conditions, including that the SEC completes its review of the proxy statement/prospectus relating to the transactions, the receipt of certain regulatory approvals, and the approval by The Nasdaq Stock Market to list the securities of the combined company. On April 18, 2022, East Stone terminated the JHD Agreement.

Working Capital and Extension Loans

As of December 31, 2021, our Chief Financial Officer and one of the initial shareholders, Mr. Chunyi (Charlie) Hao, has loaned to the Company $350,000, the “Working Capital Loans”. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, or converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit (the “Working Capital Units”).

Effective May 24, 2021, the Company extended the date by which it has to consummate a business combination from May 24, 2021 to August 24, 2021 (the “First Extension”). Effective August 23, 2021, the Company extended the date by which it has to consummate a business combination from August 24, 2021 to November 24, 2021 (the “Second Extension”). The First and Second Extensions were each three-month extensions permitted under the Company’s governing documents and provided the Company with additional time to attempt to complete its proposed business combination with JHD. In accordance with the JHD Agreement, JHD has loaned to the Company a sum of $2,760,000 on the sponsor’s behalf in order to support the First Extension and the Second Extension. Such loan is non-interest bearing and will be payable upon the consummation of the proposed business combination. Effective November 24, 2021 and February 24, 2022, the Company extended the date by which the Company has to consummate a business combination to February 24, 2022 and August 24, 2022, respectively, each without involving cash payment into the Trust Account.

As of December 31, 2021, Yellow River Asset Management, an affiliate of JHD (“Yellow River”), and the Company signed a promissory note in which Yellow River agreed to loan to the Company a sum of $200,000. The note bears no interest and is repayable in full upon the earlier of consummation of the Company’s initial business combination and its winding up. As of December 31, 2021, the Company had drawn down an aggregate of $200,000.

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On August 26, 2022, East Stone issued a promissory note in the principal sum of up to $350,000 to ICONIQ in connection with the Fifth Extension. The note bears no interest and is repayable by East Stone on the earlier of, subject to waiver against trust provisions, the date of the consummation of East Stone’s initial business combination, the termination of the Business Combination Agreement or the date of the liquidation of East Stone.

Backstop and Founder Share Transfer Arrangements

On November 12, 2021, East Stone entered into certain forward share purchase agreements (the “FPAs”) with Sea Otter Securities (“Sea Otter”), Stichting Juridisch Eigendom Mint Tower Arbitrage Fund (“Mint Tower”), Glazer Special Opportunity Fund I, LP (“Glazer”) and Meteora Capital Partners, LP (“Meteora” and, together with Sea Otter, Mint Tower, and Glazer, the “Backstop Investors”), which provided that such investors will not redeem shares that they each hold up to an aggregate of 2,923,974 shares, connection with the proposal for the Third Extension and the proposed Merger with JHD, and instead would each either hold such shares for a period of time following the consummation of the Merger, at which time they will each have the right to sell them to the Company at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share. The FPAs terminated by their terms on February 24, 2022.

In connection with the above-mentioned arrangements, the sponsor entered into certain Founder Share Transfer Agreements (the “November 2021 Founder Share Transfer Agreements”) with the Backstop Investors to transfer to the Backstop Investors an aggregate of 399,996 founder shares to be transferred to such investors. Of such amount, an aggregate of 135,000 founder shares were transferred to the Backstop Investors in connection with the Third Extension. Any founder shares transferred pursuant to these arrangements will be subject to the same rights and obligations as the remaining founder shares held by the sponsor, including certain registration rights and the obligations to (a) vote any founder shares held by the Backstop Investors in favor of the Business Combination, and (b) subject any founder shares held by them to the same lock-up restrictions as the founder shares held by our sponsor.

On January 31, 2022, certain of the Backstop Investors entered into the February 2022 Founder Share Transfer Agreements with the Sponsor to support a proposal for the Fourth Extension. Pursuant to February 2022 Founder Share Transfer Agreements, such Backstop Investors agreed to not request redemption of an aggregate of up to 600,000 ordinary shares of East Stone in connection with the Fourth Extension. In connection therewith, our sponsor agreed to transfer to such Backstop Investors an aggregate of (i) 180,000 founder shares on or prior to the February 24, 2022 special meeting of shareholders to approve the Fourth Extension, and (ii) 60,000 founder shares for each month past May 24, 2022 that the JHD Business Combination has not yet closed, for a total of up to 360,000 founder shares to be received by such Backstop Investors to support the Fourth Extension. The FPA terminated by their terms on February 24, 2022.

Shareholder Meetings

On November 24, 2021, the Company held a special meeting of shareholders and approved to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial business combination from November 24, 2021 to February 24, 2022 (the “Third Extension”). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 10,534,895 ordinary shares, of which the Company paid cash from the trust account in the aggregate amount of approximately $108.1 million (approximately $10.26 per share) to redeeming shareholders.

On February 24, 2022, the Company held a special meeting of shareholders and approved to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial business combination from February 24, 2022 to August 24, 2022 (the “Fourth Extension”). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 361 ordinary shares, of which the Company paid cash from the trust account in the aggregate amount of approximately $3,704 (approximately $10.26 per share) to redeeming shareholders.

On August 22, 2022, the Company held a special meeting of shareholders and approved to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial business combination from August 24, 2022 to February 24, 2023 (the “Fifth Extension”). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 22,807 ordinary shares, of which the Company paid cash from the trust account in the aggregate amount of approximately $234,598.53 (approximately $10.29 per share) to redeeming shareholders.

See “Recent Developments” for a more detailed explanation of the Extensions, the forward share purchase and share transfers agreements, the amendment to the Business Combination transaction and related matters.

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

Q. Why am I receiving this proxy statement/prospectus?		A. East Stone and ICONIQ have agreed to conduct a business combination under the terms of the Business Combination Agreement that is described in this proxy statement/prospectus. East Stone’s shareholders are being asked to vote to approve the Business Combination Agreement and the transactions contemplated thereby. The Business Combination Agreement provides for, among other things, (a) that the First Merger Sub will merge with and into ICONIQ (the “First Merger”), with ICONIQ surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of ICONIQ being converted into the right to receive shares of Pubco; and (b) that the Second Merger Sub will merge with and into East Stone (the “Second Merger”, and together with the First Merger, the “Mergers”), with East Stone surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the outstanding securities of East Stone being converted into the right to receive substantially equivalent securities of the Pubco (c) the adoption of Pubco’s Amended and Restated Memorandum and Articles of Association, and (d) appointment of the members of the Pubco board of directors after the closing of the Mergers. This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.
Q. When and where is the Meeting?		A. The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP at 1345 6th Avenue, New York, New York 10105 on November 7, 2022, at 9:00 a.m., Eastern Time. East Stone will also be hosting the Meeting via live webcast on the Internet.
Q. Can I attend the Meeting in person?		A. Yes. The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP at 1345 6th Avenue, New York, New York 10105. East Stone will also be hosting the Meeting via live webcast on the Internet. The Meeting will start at 9:00 a.m. Eastern Time, on November 7, 2022. Any shareholder can listen to and participate in the Meeting live via the Internet at https://www.cstproxy.com/eaststoneacquisition/sm2022. Shareholders may vote and submit questions while connected to the Meeting on the Internet with the voter control number included on your proxy card.
Q. What do I need in order to be able to participate in the Meeting online?		A. You can attend the Meeting via the Internet by visiting https://www.cstproxy.com/eaststoneacquisition/sm2022. You will need the voter control number included on your proxy card in order to be able to vote your shares or submit questions during the Meeting. If you do not have a voter control number, you will be able to listen to the meeting only and you will not be able to vote or submit questions during the Meeting.
Q. What is being voted on at the Meeting?		A. East Stone’s shareholders are being asked to vote to approve the Business Combination Proposal, which includes, among other things, the approval of the Business Combination Agreement and transactions contemplated thereby, including the Mergers. See the section entitled “The Business Combination Proposal.” The Business Combination Proposal is conditioned on the approval of each of the Charter Proposal and the Share Issuance Proposal described below. Therefore, if the Charter Proposal or the Share Issuance Proposal is not approved, then the Business Combination may not be consummated.

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The shareholders of East Stone are also being asked to consider and vote upon a proposal to approve, in connection with the Business Combination, the replacement of Pubco’s current memorandum and articles of association with the Amended and Restated Memorandum and Articles of Association, to be adopted by the shareholder(s) of Pubco prior to consummation of the Business Combination. See the section entitled “The Charter Proposal.” This vote, separate and apart from the vote on the Business Combination Proposal, is not required by either British Virgin Islands laws (i.e., the law of the jurisdiction of incorporation of East Stone) or Cayman Islands laws (i.e., the law of the jurisdiction of organization of Pubco), but is instead being proposed pursuant to SEC guidance. The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Share Issuance Proposal. Therefore, if the Business Combination Proposal or Share Issuance Proposal is not approved, then the Charter Proposal will have no effect, even if approved by East Stone’s shareholders. The Charter Proposal is not conditioned on the separate approval of the Organizational Documents Advisory Proposals described below.

The shareholders of East Stone are also being asked to consider and vote upon a proposal to approve, on an advisory and non-binding basis, five (5) separate proposals to approve certain governance provisions in the Amended and Restated Memorandum and Articles of Association. These separate votes are not otherwise required by British Virgin Islands laws but are required by SEC guidance that shareholders have the opportunity to present their views on important corporate governance provisions. See the section entitled “The Organizational Documents Advisory Proposals.”

In addition to the foregoing proposals, the shareholders are also asked to consider and vote upon a proposal to approve, for purposes of complying with applicable Listing Rules of Nasdaq, the issuance of (a) up to approximately 248,590,154 newly issued ordinary shares in the Business Combination, and (b) up to 38,986,355 shares to investors in the PIPE Investment, and (c) an aggregate of up to approximately 97,466 ordinary shares issuable upon conversion of certain convertible notes issued by East Stone in favour of ICONIQ upon maturity in accordance with its terms and the Business Combination Agreement, and which amounts will be determined as described in more detail in the accompanying proxy statement/prospectus. See the section entitled “The Share Issuance Proposal.” The Share Issuance Proposal is conditioned on the approval of each of the Business Combination Proposal and the Charter Proposal. Therefore, if the Business Combination Proposal or Charter Approval is not approved, then the Share Issuance Proposal will not be presented to shareholders at the Meeting.

The shareholders of East Stone are also being asked to consider and vote upon a proposal to approve the re-election of Xiaoma (Sherman) Lu, Sanjay Prasad and William Zielke to serve on East Stone’s board of directors until the earlier of the consummation of the Business Combination and the 2023 annual meeting of shareholders or their earlier death, resignation or removal (including if they are replaced at the consummation of the Business Combination, or if, based upon the tabulated vote at the time of the Meeting, East Stone is not authorized to consummate the Business Combination). East Stone’s board of directors is divided into two classes, with only one class of directors being elected in each year. The Director Election Proposal is not conditioned on the approval of any other Proposal at the Meeting. Therefore, if the Director Election Proposal is approved, but the Business Combination Proposal is not approved, then each of Messrs. Lu, Prasad and Zielke will continue to serve on East Stone’s board of directors for a new term as described above. If each of the Business Combination Proposal, Charter Proposal, Share Issuance Proposal, and Director Election Proposal are approved, then Messrs. Lu, Prasad and Zielke will continue to serve on East Stone’s board of directors until the consummation of the Business Combination, at which point, East Stone will become a wholly-owned subsidiary of Pubco, and the members of the board of directors of East Stone will resign.

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		If the Board of Directors of East Stone so determines, the shareholders may also be asked to consider and vote upon a proposal to direct the chairman of the Meeting to adjourn the Meeting to a later date or dates to, among other things, permit further solicitation and vote of proxies if based upon the tabulated vote at the time of the Meeting, East Stone would not have been authorized to consummate the Business Combination. See the section entitled “The Adjournment Proposal.” East Stone will hold the Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. Shareholders should read it carefully. The vote of shareholders is important. Shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
Q. Why is East Stone proposing the Business Combination?		A. East Stone was incorporated to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. East Stone completed its Initial Public Offering of Public Units on February 24, 2020, with each Public Unit consisting of one ordinary share, one Public Warrant to purchase one-half (1/2) of one ordinary share at a price of $11.50 and one Public Right, each entitling the holder thereof to receive one-tenth (1/10) of one ordinary share of East Stone upon East Stone’s completion of its initial business combination. The sale of the Public Units, raising $138,000,000, as well as a private placement of Private Placement Units on February 24, 2020, raising total gross proceeds of $3,500,000, totaling $141,500,000. Since the Initial Public Offering, East Stone’s activity has been limited to the evaluation of business combination candidates.
		East Stone intended on conducting the initial business combination in the fintech sector, though East Stone was not limited to any particular sector. East Stone management analyzed investment opportunities in various sectors and geographic regions in an effort to locate the best potential business combination opportunity for its shareholders.
		ICONIQ is a Smart Passenger Vehicle (SPV) company which strives to offer products that centralize on a “passenger-centered” design philosophy. East Stone believes that a business combination with ICONIQ will provide East Stone shareholders with an opportunity to participate in a company with significant growth potential. See the section entitled “The Business Combination Proposal — East Stone’s Board of Directors’ Reasons for Approval of the Business Combination.”
Q. Why is East Stone providing shareholders with the opportunity to vote on the Business Combination?		A. Under its amended and restated memorandum and articles of association, East Stone must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of East Stone’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, East Stone has elected to provide its shareholders with the opportunity to have their Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, East Stone is seeking to obtain the approval of its shareholders of the Business Combination Proposal and the Charter Proposal in order to allow its Public Shareholders to effectuate Redemptions of their Public Shares in connection with the consummation of the Business Combination.

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Q. Are the proposals conditioned on one another?

A. Each of the Business Combination Proposal, the Charter Proposal and the Share Issuance Proposal are conditioned upon each other. If East Stone’s shareholders do not approve the Business Combination Proposal, the Charter Proposal or the Share Issuance Proposal, the Business Combination may not be consummated.

Unless the Business Combination Proposal and the Charter Proposal are approved, the Share Issuance Proposal will not be presented to the shareholders of East Stone at the Meeting. In addition, as required by applicable SEC guidance, to give shareholders the opportunity to present their views on important corporate governance provisions, East Stone is requesting that its shareholders vote, on a non-binding advisory basis, upon the Organizational Documents Advisory Proposals to approve certain governance provisions contained in proposed Amended and Restated Memorandum and Articles of Association of Pubco that materially affect shareholder rights, and will be adopted if the Charter Proposal is approved by the shareholders and the Business Combination is consummated. See the section entitled “The Charter Proposal.” Neither the Business Combination, the issuances contemplated by the Share Issuance Proposal, nor the adoption of the Amended and Restated Memorandum and Articles of Association is conditioned on the approval of the Organizational Documents Advisory Proposals.

The Director Election Proposal and Adjournment Proposal are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus. If the Director Election Proposal is approved, but the Business Combination Proposal is not approved, then each of Messrs. Lu, Prasad and Zielke will continue to serve on East Stone’s board of directors for a new term as described herein.

It is important for you to note that (a) in the event that the Business Combination Proposal or the Share Issuance Proposal does not receive the requisite votes for approval, then East Stone will not consummate the Business Combination and (b) because the adoption of the Amended and Restated Memorandum and Articles of Association are a condition to the parties’ obligations to consummate the Business Combination, in the event that the Charter Proposal does not receive the requisite votes for approval, then East Stone may not consummate the Business Combination. If East Stone does not consummate the Business Combination and fails to complete an initial business combination by February 24, 2023, then East Stone will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its Public Shareholders.

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Q. What will happen in the Business Combination?

A. At the Closing, (a) the First Merger Sub will merge with and into ICONIQ, with ICONIQ surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of ICONIQ being converted into the right to receive shares of Pubco; and (b) the Second Merger Sub will merge with and into East Stone, with East Stone surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the outstanding securities of East Stone being converted into the right to receive substantially equivalent securities of the Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions”). In particular, (i) each outstanding ordinary share of East Stone will be converted into one Ordinary Share, (ii) (a) each outstanding Warrant of East Stone (other than the Representative’s Warrants) will be converted into one warrant of Pubco that entitles the holder thereof to purchase one half of an Ordinary Share in lieu of one ordinary share of East Stone and (b) each outstanding Representative’s Warrants will be converted into one warrant of Pubco that entitles the holder thereof to purchase one full Ordinary Share in lieu of one ordinary share of East Stone, and (iii) each outstanding Right of East Stone will be exchanged for one-tenth (1/10) of an Ordinary Share. The cash held in the Trust Account and the proceeds from any financing transactions in connection with the Business Combination will be used by Pubco for working capital and general corporate purposes following the consummation of the Business Combination. In addition, the Convertible Notes will convert directly into Pubco Ordinary Shares, along with any future Equity Investment, the terms of which provide for conversion into Pubco Ordinary Shares at the Closing. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For Pubco’s organizational structure chart upon consummation of the Business Combination, please see “The Business Combination Agreement — Transaction and Organizational Structures Prior to and Following Consummation of the Business Combination.”

Q. What are the U.S. federal income tax consequences of the Business Combination to me?

A. Subject to the discussion below of Warrants, it is intended that the Second Merger qualifies as an exchange described in Section 351(a) of the Code. Assuming such qualification, a U.S. holder that receives Ordinary Shares in exchange for ordinary shares of East Stone in the Second Merger generally should not recognize any gain or loss on such exchange. In such case, the aggregate adjusted tax basis of the Ordinary Shares received in the Second Merger by a U.S. holder should be equal to the adjusted tax basis of the ordinary shares of East Stone exchanged therefor. The holding period of the Ordinary Shares should include the holding period during which the ordinary shares of East Stone exchanged therefor were held by such U.S. holder.

If the Second Merger qualifies only as an exchange governed by Section 351(a) of the Code (and not by Section 368 of the Code), a U.S. holder that receives Ordinary Shares in exchange for ordinary shares of East Stone and whose East Stone warrants automatically convert into warrants of Pubco should recognize gain (but not loss) in an amount equal to the lesser of (i) the amount of gain realized by such holder (generally, the excess (if any) of (x) the sum of the fair market values of the Ordinary Shares and the Pubco Warrants received by such holder over (y) such holder’s aggregate adjusted tax basis in the ordinary shares of East Stone and East Stone warrants exchanged therefor) and (ii) the fair market value of the Pubco Warrants received by such holder in such exchange.

If the Second Merger qualifies as a “reorganization” as well as a section 351 exchange, a U.S. holder that receives Ordinary Shares in exchange for ordinary shares of East Stone and whose East Stone warrants automatically convert into a Pubco Warrants should not recognize any gain or loss upon the exchange. In such case, a U.S. holder’s tax basis in the Ordinary Shares and the Pubco Warrants received should be equal to the U.S. holder’s basis in the ordinary shares of East Stone and East Stone warrants exchanged therefor, and the holding period of the Ordinary Shares and Pubco Warrants should include the holding period during which the ordinary shares of East Stone and Warrants exchanged therefor were held by such U.S. holder. However, it is unclear whether the requirements of Section 368 of the Code can be satisfied.

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Even if the Business Combination otherwise qualifies as an exchange described in Section 351(a) of the Code and/or as a reorganization under Section 368 of the Code, U.S. holders may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company rules, as described in more detail under “Material U.S. Federal Income Tax Consideration — U.S. Holders — The Business Combination — Application of the Passive Foreign Investment Company Rules to the Transactions.”

For additional discussion of the U.S. federal income tax treatment of the Business Combination, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Tax Consequences of the Business Combination.”

Q. What conditions must be satisfied or waived to complete the Business Combination?

A. There are a number of closing conditions to the Business Combination, including, but not limited to, the following: (i) the representations and warranties of East Stone being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) East Stone having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to East Stone since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by ICONIQ and the Pubco of the Founders Registration Rights Agreement Amendment; (v) each of the Founder Lock-Up Agreements entered into by and among the Pubco, the Purchaser Representative, ICONIQ, East Stone and each holder of the Founder Shares shall be in full force and effect as of the Closing; (vi) each of the Sellers shall have received from Pubco a registration rights agreement covering the merger consideration shares received by the Sellers duly executed by the Pubco; and (vii) East Stone shall have obtained a written waiver issued in writing by JHD concerning the general and full waiver of the liabilities of East Stone under the JHD Agreement and any ancillary documents to the foregoing.

For a summary of all of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements.”

Q. Did the East Stone board obtain a fairness opinion in determining whether to proceed with the Business Combination?

A. Since ICONIQ is not affiliated with East Stone’s Sponsor, officers and directors, East Stone’s board did not obtain a fairness opinion prior to determining whether to proceed with the Business Combination. The officers and directors of East Stone have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries. Although East Stone management did not have specific experience in ICONIQ’s sector, East Stone management concluded that their experience and background operating and investing in companies enabled them to make the necessary analysis and determinations regarding the Business Combination. Subsequent to the execution of the Business Combination Agreement, East Stone engaged ValueScope as its financial advisor to conduct a fairness analysis. The ValueScope analysis confirmed the valuation determined by East Stone’s management and the fairness of the consideration offered to ICONIQ into the Business Combination from a financial point of view. For a description of the opinion issued by ValueScope to the East Stone board, please see “The Business Combination Proposal — East Stone’s Board of Directors’ Reasons for Approval of the Business Combination — Engagement of ValueScope as Financial Advisor to East Stone.

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Q. What equity stake will current Public Shareholders, the Sponsor, the Initial Shareholders and the Sellers and their affiliates hold in Pubco immediately after the completion of the Business Combination?

A. Upon the completion of the Business Combination, assuming, among other things, that no Public Shareholders exercise redemption rights with respect to their Public Shares upon completion of the Business Combination (prior to giving effect to any warrant exercises, assuming automatic conversion of rights into ordinary shares and taking the options vesting on the 30th day after the Closing under the 2022 Plan into account), Public Shareholders, the Sponsor and other Initial Shareholders, the Sellers and the PIPE Investors will own approximately 1.0%, 1.3%, 81.7% and 13.2% of the outstanding shares of Pubco, respectively, such percentages calculated assuming that the Sellers receive approximately 240,672,682 Ordinary Shares of Pubco, derived from the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements (after rounding adjustment).

If any of the Public Shareholders exercise their redemption rights, the percentage of the Pubco’s outstanding Ordinary Shares held by the Public Shareholders will decrease and the percentages of Pubco’s outstanding Ordinary Shares held by the Initial Shareholders and by the Sellers and their affiliates will increase, in each case relative to the percentage held if none of the Public Shares are redeemed.

If any of the Public Shareholders redeem their Public Shares at Closing but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant as of the Record Date of October 4, 2022, would be $1.2 million regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of Ordinary Shares in connection with the Business Combination, the percentage ownership of Pubco by Public Shareholders that do not redeem their Public Shares will be diluted. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming Public Shareholders. The percentage of the total number of outstanding Ordinary Shares that will be owned by Public Shareholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.

The following table illustrates varying beneficial ownership levels in Pubco, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no redemptions by Public Shareholders, 25% redemption by Public Shareholders, 50% redemption by Public Shareholders, 75% redemption by Public Shareholders and the maximum redemptions by Public Shareholders:

Potential ownership of outstanding Pubco Ordinary Shares upon Closing (on a diluted and as-converted basis assuming the vesting and exercise of outstanding warrants of Pubco and the issuance of Pubco Ordinary Shares in respect thereof):

	No Redemption	%	25% Redemption	%	50% Redemption	%	75% Redemption	%	Maximum Redemption	%
ICONIQ shareholders	240,029,717	81.26	240,029,717	81.39	240,029,717	81.53	240,029,717	81.62	240,029,717	81.73
East Stone’s Public Shareholders	3,241,937	1.10	2,788,313	0.95	2,334,690	0.79	1,881,066	0.64	1,427,442	0.49
East Stone’s Public Shares converted from the Public Rights	1,380,000	0.47	1,380,000	0.47	1,380,000	0.47	1,380,000	0.47	1,380,000	0.47
East Stone Founders’ shares	3,450,000	1.17	3,450,000	1.17	3,450,000	1.17	3,450,000	1.17	3,450,000	1.18
Underwriter representative shares	103,500	0.04	103,500	0.04	103,500	0.04	103,500	0.04	103,500	0.04
East Stone Private Shares	385,000	0.13	385,000	0.13	385,000	0.13	385,000	0.13	385,000	0.13
PIPE Investors	38,986,355	13.20	38,986,355	13.22	38,986,355	13.24	38,986,355	13.26	38,986,355	13.28

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Potential sources of dilution:

	Minimum Redemption	%	25% Redemption	%	50% Redemption	%	75% Redemption	%	Maximum Redemption	%
Shares converted from Public Warrants	6,900,000	2.34	6,900,000	2.34	6,900,000	2.34	6,900,000	2.35	6,900,000	2.35
Shares converted from Representative warrants	690,000	0.23	690,000	0.23	690,000	0.23	690,000	0.23	690,000	0.24
Shares converted from Private Warrants	175,000	0.06	175,000	0.06	175,000	0.06	175,000	0.06	175,000	0.06
I-Bankers Advisory Fee (share portion)	—	—	—	—	—	—	87,475	0.03	87,475	0.03
Total fully diluted shares outstanding	295,341,509	100.00	294,887,885	100.00	294,434,262	100.00	294,068,113	100.00	293,614,489	100.00

Pursuant to East Stone’s underwriting agreement with I-Bankers, I-Bankers is entitled to $402,500 in deferred underwriting commissions. Additionally, pursuant to a business combination marketing agreement entered into with I-Bankers at the IPO, I-Bankers is entitled to certain advisory fees for assistance in holding meetings with East Stone shareholders to discuss the potential business combination and the target business’ attributes, introducing East Stone to potential investors that are interested in purchasing East Stone’s securities in connection with East Stone’s initial business combination, assisting East Stone in obtaining shareholder approval for the business combination and assisting East Stone with its press releases and public filings in connection with the business combination. Fees for such advisory fees are payable as follows: (i) if the amount of cash held in the trust account immediately prior to the business combination, after redemptions, is at least 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 2.75% of the cash remaining the trust account in cash, (ii) if the amount of cash held in the trust account immediately prior to the business combination, after redemptions, is less than 50% of the gross proceeds of the IPO, then the advisory fees payable to I-Bankers will be 1.375% of the gross proceeds of the offering, and (iii) notwithstanding (i) and (ii) above, if the amount of cash held in the trust account immediately prior to the business combination, after redemptions, is less than $20,000,000, then the advisory fees payable to I-Bankers will be paid in a combination of cash and securities in the same proportion as the cash and securities consideration paid to the target and its shareholders in the business combination, provided that in no event shall the cash portion of such advisory fees under (ii) or (iii) above be less than $1,000,000.

The following table illustrates the amount and form of deferred underwriting and advisory fees payable to I-Bankers based on redemption levels, as well as the effective aggregate fees to be paid at Closing to I-Bankers, expressed both as a dollar amount and as a percentage of remaining trust proceeds at each redemption level identified below, based on 1,814,495 Public Shares eligible for redemption and approximately $33.7 million in trust as of October 19, 2022, after accounting for redemptions submitted in connection with the Fourth Extension:

% of redemption	No Redemption			25% Redemption			50% Redemption			75% Redemption			Maximum Redemption
Shares redeemed		—			453,624			907,248			1,360,871			1,814,495
Amounts remaining in Trust*	$	33,697,380		$	28,984,229		$	24,271,078		$	19,557,928		$	14,844,777
IBS Marketing Fee – cash	$	1,897,500		$	1,897,500		$	1,897,500		$	1,000,000		$	1,000,000
IBS Deferred Underwriting Fee	$	402,500		$	402,500		$	402,500		$	402,500		$	402,500
IBS Total Deferred Fee – cash	$	2,300,000		$	2,300,000		$	2,300,000		$	1,402,500		$	1,402,500
Effective Aggregate Fee (%)		6.8	%		7.9	%		9.5	%		7.2	%		9.4	%
IBS Marketing Fee – Share (# of shares)		—			—			—			87,475			87,475

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* Based on the amount remaining in the Trust Account as of September 21, 2022, after accounting for redemptions in connection with the Fourth Extension.

A. East Stone shareholders are entitled to one vote at the Meeting for each ordinary share of East Stone held of record as of October 4, 2022, the record date for the Meeting (the “Record Date”). As of the close of business on the Record Date, there were 7,145,437 ordinary shares of East Stone issued and outstanding.

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Q. What vote is required to approve the proposals presented at the Meeting?

A. The approval of each of the Business Combination Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Advisory Proposals, the Share Issuance Proposal, the Director Election Proposal and the Adjournment Proposal requires the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting. Assuming a quorum is established, a shareholder’s failure to vote by proxy or to vote oneself at the Meeting will have no effect on the foregoing proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals.

The holders of the Founder Shares and Private Shares, including East Stone’s Initial Shareholders, have agreed to vote their shares in favor of the Business Combination Proposal. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. As of the Record Date, there were 3,450,000 Founder Shares issued and outstanding, which constitute approximately 48.4% of the outstanding ordinary shares of East Stone. Additionally, an aggregate of 350,000 ordinary shares underlie the Private Placement Units issued to the IPO PIPE Shareholders in connection with a private placement that closed simultaneously with the Initial Public Offering (the “Private Shares”). The Private Shares constitute approximately 4.9% of the outstanding ordinary shares of East Stone as of October 4, 2022. As such, the Founder Shares and Private Shares in the aggregate represent approximately 53.4% of the outstanding ordinary shares of East Stone as of October 4, 2022. Therefore, East Stone believes it will have sufficient votes to approve the Business Combination Proposal.

Q. What constitutes a quorum at the Meeting?

A. Holders of no less than 50% in voting power of East Stone’s issued and outstanding ordinary shares and entitled to vote at the Meeting constitute a quorum. In the absence of a quorum, the chairman of the Meeting has the power to adjourn the Meeting. As of the Record Date, 3,572,720 ordinary shares of East Stone would be required to achieve a quorum.

Q. How do the insiders of East Stone intend to vote on the proposals?

A. East Stone’s holders of Founder Shares and Private Shares beneficially own and are entitled to vote an aggregate of approximately 53.4% of the outstanding ordinary shares of East Stone. Of such amount, East Stone Initial Shareholders beneficially own and are entitled to vote an aggregate of approximately 46.4% of the outstanding ordinary shares of East Stone as of October 4, 2022. The holders of Founder Shares and Private Shares have agreed to vote their securities in favor of the Business Combination Proposal. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. Based on these commitments from the holders of Founder Shares and Private Shares, East Stone believes that it has a sufficient number of votes to obtain approval for the Business Combination Proposal and all other proposals being presented at the Meeting.

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Q. Do I have Redemption rights?

A. Pursuant to East Stone’s memorandum and articles of association, holders of Public Shares may elect to have their shares redeemed for cash at the applicable Redemption price per share calculated in accordance with East Stone’s memorandum and articles of association. As of October 19, 2022, based on funds in the Trust Account of approximately $33.7 million (after accounting for redemptions submitted in connection with the Fourth Extension), this would have amounted to approximately $10.39 per share. If a holder exercises its Redemption rights, then such holder will be exchanging its ordinary shares of East Stone for cash. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands Redemption and delivers its shares (either physically or electronically) to East Stone’s transfer agent prior to the Meeting. See the section titled “Special Meeting in Lieu of an Annual meeting of Shareholders of East Stone — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q. Will how I vote affect my ability to exercise Redemption rights?

A. No. You may exercise your Redemption rights whether or not you are a holder of East Stone ordinary shares on the Record Date (so long as you are a holder at the time of exercise), or whether or not you are a holder and vote your ordinary shares of East Stone on the Business Combination Proposal (for or against) or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q. How do I exercise my Redemption rights?

A. If you are a holder of Public Shares and wish to exercise your Redemption rights, you must demand that East Stone convert your shares into cash no later than 5:00 p.m. Eastern Time on November 3, 2022 (two (2) business days prior to the vote on the Business Combination Proposal) by (A) submitting your request in writing to Continental Stock Transfer & Trust Company at the address listed at the end of this section and (B) delivering your stock to East Stone’s transfer agent physically or electronically using The Depository Trust Company’s Deposit Withdrawal at Custodian (DWAC) System. If you hold the shares in “street name”, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system.

Any holder of Public Shares (whether or not they are a holder on the Record Date) will be entitled to demand that his, her or its shares be redeemed for a full pro rata portion of the amount then in the Trust Account (which was approximately $33.7 million, or approximately $10.39 per share, as of October 4, 2022, the Record Date). Such amount, less any owed but unpaid taxes on the funds in the Trust Account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the Trust Account. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your Redemption rights.

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Any request for Redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the time the vote is taken with respect to the Business Combination Proposal at the Meeting. If you deliver your shares for Redemption to East Stone’s transfer agent and later decide prior to the Meeting not to elect redemption, you may request that East Stone’s transfer agent return the shares (physically or electronically). You may make such request by contacting East Stone’s transfer agent at the phone number or address listed herein.

Any corrected or changed proxy card or written demand of Redemption rights must be received by East Stone’s secretary prior to the vote taken on the Business Combination Proposal at the Meeting. No demand for Redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to East Stone’s transfer agent at least two (2) business days prior to the vote at the Meeting.

If a holder of Public Shares properly makes a demand for Redemption as described above, then, if the Business Combination is consummated, East Stone will convert these shares into a pro rata portion of funds deposited in the Trust Account. If you exercise your Redemption rights, then you will be exchanging your ordinary shares of East Stone for cash and will not be entitled to Pubco Class B Ordinary Shares with respect to your ordinary shares of East Stone upon consummation of the Business Combination. If the Business Combination is not approved or completed for any reason, then holders of Public Shares who elected to exercise their Redemption rights would not be entitled to convert their shares for the applicable pro rata share of the Trust Account. In such case, East Stone will promptly return any shares delivered by Public Shareholders and such holders may only share in the assets of the Trust Account upon the liquidation of East Stone. This may result in holders receiving less than they would have received if the Business Combination was completed and they exercised Redemption rights in connection therewith due to potential claims of creditors against the Trust Account.

If you are a holder of Public Shares and you exercise your Redemption rights, it will not result in the loss of any East Stone warrants and rights that you may hold. Your Warrants (other than Representative’s Warrants) will become exercisable to purchase one-half (1/2) of one Ordinary Share in lieu of one share of East Stone ordinary share for a purchase price of $11.50 per share upon consummation of the Business Combination and your Rights will automatically be converted into one-tenth (1/10) of an Ordinary Share upon the consummation of the Business Combination. If holders redeem their Public Shares at Closing but continue to hold Public Warrants and Public Rights after the Closing, the aggregate value of the Public Warrants and Public Rights that may be retained by them, based on the closing trading price per Public Warrant and Public Right as of October 19, 2022, would be $6.3 million regardless of the amount of redemptions by the Public Shareholders.

Q. What are the U.S. federal income tax consequences of exercising my redemption rights?

Holders of East Stone ordinary shares who exercise their redemption rights to receive cash will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a non-taxable recovery of basis in his investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Redemption of Purchaser Ordinary Shares.”

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Q. If I am a Warrant or Right holder, can I exercise Redemption rights with respect to my Warrants or Rights?

A. No. The holders of Warrants and Rights have no Redemption rights with respect to such securities.

If holders redeem their Public Shares at Closing but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by Public Shareholders, based on the closing trading price per Public Warrant as of October 19, 2022, would be $1.2 million, regardless of the amount of redemptions by the Public Shareholders.

If holders redeem their Public Shares at Closing but continue to hold Public Rights after the Closing, the aggregate value of the Public Rights that may be retained by Public Shareholders, based on the closing trading price per Public Right as of October 19, 2022, would be $5.1 million, regardless of the amount of redemptions by the Public Shareholders.

Q. If I hold Warrants, what are the U.S. federal income tax consequences of my Warrants converting into Pubco Warrants?

If the Second Merger qualifies as a “reorganization” under Section 368 of the Code as well as a Section 351 exchange, a U.S. holder whose Warrants automatically convert into a Pubco Warrants should not recognize gain or loss upon such exchange. In such case, a U.S. holder’s adjusted tax basis in the Pubco Warrants received should be equal to the holder’s adjusted tax basis in the Warrants exchanged therefor, and the holding period of the Pubco Warrants should include the holding period during which the Warrants exchange therefor were held by such holder. However, it is unclear whether the requirements of Section 368 of the Code can be satisfied.

If the Second Merger qualifies as an exchange governed only by section 351 of the Code (and not by section 368 of the Code), a U.S. holder whose Warrants automatically convert into Pubco Warrants should recognize gain or loss upon such exchange equal to the difference between the fair market value of the Pubco Warrants received and such U.S. holder’s adjusted basis in its Warrants. A U.S. holder’s basis in its Pubco Warrants received in the Second Merger should equal the fair market value of the Pubco Warrants. A U.S. holder’s holding period in its Pubco Warrants should begin on the day after the Second Merger.

For additional discussion of the U.S. federal income tax treatment of Warrants in connection with the Second Merger, see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — The Business Combination — Tax Consequences of the Business Combination.”

Q. If I am a Unit holder, can I exercise Redemption rights with respect to my Units?

A. No. Holders of outstanding Public Units must separate the underlying ordinary share, Public Warrants and Public Rights prior to exercising Redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, East Stone’s transfer agent, with written instructions to separate such Units into Public Shares, Rights and Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your Redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my Redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

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If a broker, dealer, commercial bank, trust company or other nominee holds your Public Units, you must instruct such nominee to separate your Public Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, East Stone’s transfer agent. Such written instructions must include the number of Public Units to be split and the nominee holding such Public Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Public Units and a deposit of an equal number of Public Shares, Public Rights and Public Warrants. As detailed in the following sentence, this must be completed far enough in advance to permit your nominee to exercise your Redemption rights upon the separation of the Public Shares from the Public Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your Redemption rights.

Q. Do I have appraisal rights if I object to the proposed Business Combination?

A. While section 179 of the Companies Act provides generally that a shareholder of company might dissent from a merger, section 179(1)(a) provides that this right will not apply if the company is the surviving company and the shareholder continues to hold the same or similar shares. In the case of the Merger, as East Stone will remain as the surviving company, the board directors of East Stone therefore considers that the dissent rights set forth in section 179 of the Companies Act will not apply in connection with the Mergers contemplated by the Business Combination Agreement. This is because following completion of the Merger, the shareholders will hold similar shares, which, although they are in a different company in a different jurisdiction, will nevertheless under the laws of that jurisdiction and the terms of the memorandum and articles of Pubco have, in the opinion of the board of directors of East Stone, the same or very similar rights and benefits to the shares held by the shareholders in East Stone which are being exchanged in the Business Combination.

Shareholders are invited, however, to request details of the dissent rights which might otherwise be available, should circumstances be different, but even if such rights might apply in different circumstances, the board of directors of East Stone is of the view that the “fair value” of the shares for the purposes of any appraisal that might follow an exercise of dissent rights will be equal to their redemption value and, accordingly, any holder of shares who objects to the Business Combination would be sufficiently compensated through the exercise of the holder’s redemption rights.

Q. I am an East Stone warrant holder. Why am I receiving this proxy statement/prospectus?

A. As a holder of East Stone warrants, you will be entitled to (a) in the case of warrants other than the Representative’s Warrants, a warrant of Pubco entitling you to purchase one-half (1/2) of one Pubco Class B Ordinary Share in lieu of one-half (1/2) of one East Stone ordinary share at a purchase price of $11.50 per share upon consummation of the Business Combination and (b) in the case of the Representative’s Warrants, a warrant of Pubco entitling you to purchase one full Pubco Class B Ordinary Share in lieu of an East Stone ordinary share at a price of $12.00 per share upon consummation of the Business Combination of East Stone. This proxy statement/prospectus includes important information about Pubco and the business of Pubco and its subsidiaries following consummation of the Business Combination. Since holders of East Stone warrants will become holders of warrants of Pubco and may become holders of Pubco Class B Ordinary Shares upon consummation of the Business Combination, East Stone urges you to read the information contained in this proxy statement/prospectus carefully.

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Q. What happens to the funds deposited in the Trust Account after the consummation of the Business Combination?		A. Of the net proceeds of East Stone’s Initial Public Offering and simultaneous private placements, a total of $138,000,000 was placed in the Trust Account immediately following the Initial Public Offering. After the consummation of the Business Combination, the funds in the Trust Account will be used by East Stone to pay holders of the Public Shares who exercise Redemption rights, to pay fees and expenses incurred in connection with the Business Combination with ICONIQ (including fees payable to certain underwriters and finders in connection with the Business Combination), and to repay any loans owed by East Stone. Any remaining funds will be paid to ICONIQ (or as otherwise designated in writing by ICONIQ to East Stone prior to the Closing) and used for working capital and general corporate purposes of Pubco and its subsidiaries.
Q. What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their Redemption rights?		A. Unlike some other blank check companies which require Public Shareholders to vote against a business combination in order to exercise their redemption rights, East Stone’s Public Shareholders may vote in favor of the Business Combination and exercise their Redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are substantially reduced as a result of Redemption by Public Shareholders. However, the Business Combination will not be consummated if, upon the consummation of the Business Combination, East Stone does not have at least $5,000,001 in net tangible assets after giving effect to payment of amounts that East Stone will be required to pay to redeeming shareholders upon consummation of the Business Combination and the proceeds from any private placement investment. As a result, based on the current expected East Stone cash and expenses and liabilities at Closing, holders of no more than approximately 1,814,495 Public Shares of East Stone could seek Redemption of their shares without triggering ICONIQ’s right to terminate the Business Combination Agreement. With fewer public shares and public shareholders, the trading market for Pubco Class B Ordinary Shares may be less liquid than the market for East Stone’s ordinary shares was prior to the Merger, and Pubco may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into ICONIQ’s business will be reduced.
Q. What happens if the Business Combination is not consummated?		A. If East Stone does not complete the Business Combination with ICONIQ or another business combination by February 24, 2023, East Stone must: (i) redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to an amount then held in the Trust Account (which was approximately $33.7 million as of October 19, 2022), (ii) cease all operations except for the purpose of winding up, and (iii) subject to the approval of its remaining shareholders and its board of directors, dissolve and liquidate. In such event, East Stone’s Rights and Warrants will expire worthless, and the 3,450,000 Founder Shares and 350,000 shares underlying the Private Placement Units, including those held by East Stone’s Initial Shareholders, including its directors and officers, would also be worthless. For more information about the liquidation process, see “Other Information Related to East Stone — Liquidation if No Business Combination.”
Q. When do you expect the Business Combination to be completed?		A. It is currently anticipated that the Business Combination will be consummated promptly following the Meeting, which is set for November 7, 2022; however, the Meeting could be adjourned, as described above. For a description of the conditions for the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to the Consummation of the Business Combination.”

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Q. What do I need to do now?		A. East Stone urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or Warrant holder of East Stone. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q. How do I vote?		A. If you are a holder of record of ordinary shares of East Stone on the Record Date, you may vote by submitting your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. In addition, you may be able to vote over the Internet by visiting www.cstproxyvote.com with the voter control number included on your proxy card. To attend the meeting by telephone, please dial the toll-free number at 1-800-450-7155 in the United States and Canada or + 1-857-999-9155 (toll rates apply) from outside the United States and Canada. The passcode for telephone access is 6472690#. You cannot vote via telephone. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Meeting and vote, obtain a proxy from your broker, bank or nominee.
Q. If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?		A. As disclosed in this proxy statement/prospectus, your broker, bank or nominee cannot vote your shares on the Proposals unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. However, broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals.
Q. May I change my vote after I have mailed my signed proxy card?		A. Yes. Shareholders may (i) enter a new vote by Internet or telephone, (ii) send a later dated, signed proxy card to East Stone’s secretary at the address set forth below so that it is received by East Stone’s Chief Executive Officer prior to the vote at the Meeting or (iii) attend the Meeting via live webcast and vote virtually via the Internet. Shareholders also may revoke their proxy by sending a notice of revocation to East Stone’s Chief Executive Officer at 2 Burlington Woods Drive, Suite 100, Burlington, MA 01803, which notice must be received by East Stone’s Chief Executive Officer prior to the vote at the Meeting.
Q. What happens if I fail to take any action with respect to the Meeting?		A. If you fail to take any action with respect to the Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of Pubco. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, you will continue to be a shareholder and/or Warrant holder of East Stone.
Q. What should I do with my shares and/or warrant certificates?		A. East Stone warrant holders should not submit their Warrant certificates now and those shareholders who do not elect to have their East Stone shares converted into their pro rata share of the Trust Account should not submit their share certificates now. After the consummation of the Business Combination, Pubco’s transfer agent will send instructions to East Stone security holders regarding the exchange of their East Stone securities for Pubco securities. East Stone shareholders who exercise their Redemption rights must deliver their stock certificates to East Stone’s transfer agent (either physically or electronically) at least two (2) business days prior to the Meeting.

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Q. What should I do if I receive more than one set of voting materials?

A. Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your East Stone shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your East Stone shares.

Q. Who can help answer my questions?

A. If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:

East Stone Acquisition Corporation
2 Burlington Woods Drive, Suite 100
Burlington, MA 01803
Attn: Chunyi (Charlie) Hao
(781) 202-9128

Morrow Sodali LLC
333 Ludlow Street
5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: ESSC.info@investor.morrowsodali.com

You may also obtain additional information about East Stone from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek Redemption of your shares, you will need to deliver your stock (either physically or electronically) to East Stone’s transfer agent at the address below at least two (2) business days prior to the Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Mark Zimkind
Email: mzimkind@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all the information that is important to you. To better understand the proposals to be submitted for a vote at the Meeting, including the Business Combination Proposal, you should carefully read this entire proxy statement/prospectus, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus as well as the other annexes attached hereto. The Business Combination Agreement is the legal document that governs the Mergers and Share Exchange and the other transactions that will be undertaken in connection with the Business Combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Summary of the Material Terms of the Business Combination Agreement,” but is qualified by reference to the complete text of the Business Combination Agreement.

The Parties

East Stone

East Stone Acquisition Corporation, which is referred to as East Stone, is a blank check company incorporated in the British Virgin Islands on August 9, 2018. East Stone was formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination or other similar business combination with one or more businesses or entities.

On February 24, 2020, East Stone consummated its IPO of 13,800,000 Public Units, which included the underwriters’ full exercise of over-allotment option, at a price of $10.00 per Public Unit, generating gross proceeds of $138,000,000. Simultaneously with the closing of the IPO, East Stone consummated the private placement of an aggregate of 350,000 Private Placement Units at a price of $10.00 per Unit, generating gross proceeds of $3,500,000. The total offering generated an aggregate amount of gross proceeds of $141,500,000 to East Stone.

Following the Initial Public Offering and the simultaneous private placement, a total of $138,000,000 was deposited into the Trust Account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Initial Public Offering was conducted pursuant to registration statements on Form S-1 (File Nos. 333-235949 and 333-236527) that became effective on February 19, 2020.

Effective May 24, 2021, East Stone extended the date by which it has to consummate a business combination from May 24, 2021 to August 24, 2021 (the “First Extension”). Effective August 23, 2021, East Stone extended the date by which it has to consummate a business combination from August 24, 2021 to November 24, 2021 (the “Second Extension”). On November 24, 2021, East Stone amended its governing documents to extend the date by which a business combination must be completed until February 24, 2022. In accordance with the JHD Agreement, JHD loaned to East Stone a sum of $1,380,000 on the Sponsor’s behalf in order to support the First Extension. JHD also loaned East Stone an additional $1,380,000 to support the Second Extension. The loaned funds were deposited into East Stone’s Trust Account. The loans are non-interest bearing and will be payable upon the earlier of (i) the consummation of the Transactions and (ii) East Stone’s liquidation.

On November 12, 2021, East Stone entered into certain FPAs with Sea Otter, Mint Tower, Glazer and Meteora, which provided that such investors will not redeem shares that they each hold up to an aggregate of 2,923,974 shares, in connection with the proposal for the Third Extension and the proposed Merger with JHD, and instead would each either hold such shares for a period of time following the consummation of the Merger, at which time they will each have the right to sell them to the Company at $10.41 per share, or will sell such shares on the open market during such time period at a market price of at least $10.26 per share. The FPAs terminated by their terms on February 24, 2022.

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the remaining founder shares held by the sponsor, including certain registration rights and the obligations to (a) vote any founder shares held by the Backstop Investors in favor of the Business Combination, and (b) subject any founder shares held by them to the same lock-up restrictions as the founder shares held by our sponsor.

On January 31, 2022, certain of the Backstop Investors entered into certain new agreements with the Sponsor to support a proposal to extend the date by which East Stone had to consummate a Business Combination from February 24, 2022 to August 24, 2022 (the “Fourth Extension”). Pursuant to the February 2022 Founder Share Transfer Agreements, such Backstop Investors agreed to not request redemption of an aggregate of up to 600,000 ordinary shares of East Stone in connection with the Fourth Extension. In connection therewith, our sponsor agreed to transfer to such Backstop Investors an aggregate of (i) 180,000 founder shares and (ii) 60,000 founder shares for each month past May 24, 2022 that the Business Combination has not yet closed, for a total of up to 360,000 founder shares to be received by such Backstop Investors to support the Fourth Extension.

On August 22, 2022, the Company held a special meeting of shareholders and approved to amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial business combination from August 24, 2022 to February 24, 2023 (the “Fifth Extension” and together with the First Extension, Second Extension, Third Extension and Fourth Extension, the “Extensions”). In connection with the approval of the extension, shareholders elected to redeem an aggregate of 22,807 ordinary shares, of which the Company paid cash from the trust account in the aggregate amount of approximately $234,598.53 (approximately $10.29 per share) to redeeming shareholders.

See “Recent Developments” for a more detailed explanation of the Extensions, the forward share purchase and share transfer agreements, and related matters.

After the consummation of the Business Combination, the funds in the Trust Account will be used by East Stone to pay holders of the Public Shares who exercise Redemption rights, to pay fees and expenses incurred in connection with the Business Combination with ICONIQ (including deferred underwriting commissions and advisory fees of up to $2,000,000 to East Stone’s IPO underwriters in connection with the Business Combination) and to repay any loans owed by East Stone. Any remaining funds will be paid to ICONIQ (or as otherwise designated in writing by ICONIQ to East Stone prior to the Closing) and used for working capital and general corporate purposes of Pubco and its subsidiaries. East Stone’s Public Units, Public Shares, Public Warrants and Public Rights are listed on Nasdaq under the symbols “ESSCU”, “ESSC”, “ESSCW”, and “ESSCR” respectively.

The mailing address of East Stone’s principal executive office is 2 Burlington Woods Drive, Suite 100, Burlington, MA 01803 and its telephone number is (781) 202-9128. After the consummation of the Business Combination, East Stone will become a wholly-owned subsidiary of Pubco.

Pubco

Pubco was incorporated on March 22, 2022 solely for the purpose of effectuating the Business Combination described herein. Pubco was incorporated under the laws of the Cayman Islands as an exempted company with limited liability. Pubco owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of Pubco is Alan Nan WU and the sole shareholder of Pubco is ICONIQ.

The mailing address of Pubco’s registered office is Office 114-117, Floor 1, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE and its telephone number is (971) 5-0656-3888.

After the consummation of the Business Combination, Pubco’s principal executive office will be that of ICONIQ, located at c/o ICONIQ Holdings Limited, Office 114-117, Floor 1, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE.

First Merger Sub

First Merger Sub was incorporated on March 23, 2022 solely for the purpose of effectuating the Business Combination described herein. First Merger Sub was incorporated under the laws of the Cayman Islands as an exempted company. First Merger Sub owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of First Merger Sub is Alan Nan WU, and the sole shareholder of First Merger Sub is Pubco.

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Second Merger Sub

Second Merger Sub was incorporated on March 24, 2022 solely for the purpose of effectuating the Business Combination described herein. Second Merger Sub was incorporated under the laws of the British Virgin Islands as a BVI business company. Second Merger Sub owns no material assets and does not operate any business. Prior to the consummation of the Business Combination, the sole director of Second Merger Sub is Alan Nan WU, and the sole shareholder of Second Merger Sub is Pubco.

ICONIQ

ICONIQ is a Cayman Islands exempted company. For additional information regarding ICONIQ, see the section of this proxy statement/prospectus entitled “Business of ICONIQ.”

The mailing address of ICONIQ’s principal executive office is c/o ICONIQ Holdings Limited, Office 114-117, Floor 1, Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE, and its telephone number is (971) 5-0656-3888.

Organizational Structure

The following simplified diagram illustrates the ownership structure of Pubco immediately following the consummation of the Business Combination.

The Business Combination Proposal

On April 15, 2022, East Stone Acquisition Corporation, a British Virgin Islands business company (“East Stone” or the “Purchaser”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Navy Sail International Limited, a British Virgin Islands company, in the capacity as the representative of East Stone and the shareholders of East Stone immediately prior to Closing from and after the Closing (the “Purchaser Representative”), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (the “Pubco”), Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of the Pubco (the “First Merger Sub”), Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (the “Second Merger Sub”), and ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”).

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Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), (a) the First Merger Sub will merge with and into ICONIQ (the “First Merger”), with ICONIQ surviving the First Merger as a wholly-owned subsidiary of Pubco and the outstanding shares of ICONIQ being converted into the right to receive shares of Pubco; and (b) the Second Merger Sub will merge with and into East Stone (the “Second Merger”, and together with the “First Merger”, the “Mergers”), with East Stone surviving the Second Merger as a wholly-owned subsidiary of the Pubco and the outstanding securities of East Stone being converted into the right to receive substantially equivalent securities of the Pubco (the Mergers together with the other transactions contemplated by the Business Combination Agreement and other ancillary documents, the “Transactions”).

As a result of the Mergers, (a) each of the Class A ordinary shares of ICONIQ that are issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into (i) the right to receive 90% of such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio, and (ii) the contingent right to receive 10% of such number of Pubco Class A Ordinary Shares equal to the Exchange Ratio in accordance with the Business Combination Agreement. Each Class B ordinary share of ICONIQ that is issued and outstanding immediately prior to the First Merger Effective Time will be cancelled and converted into the right to receive the number of Pubco Class B Ordinary Shares equal to the Exchange Ratio; (b) each ordinary share of the Purchaser that is issued and outstanding immediately prior to the Effective Time shall be cancelled and converted automatically into the right to receive one Pubco Class B Ordinary Share. Each of outstanding Purchaser Public Warrant and Purchaser Private Warrant shall be converted into one Pubco Public Warrant and one Pubco Private Warrant, respectively. Each issued and outstanding Purchaser Right shall be automatically converted into one-tenth of one Pubco Class B Ordinary Share.

For a detailed discussion on calculation of the number of Ordinary Shares to be issued in connection with the Business Combination, please see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — The Business Combination Agreement and Related Agreements.”

In addition to the approval of the Business Combination Proposal, unless waived by the parties to the Business Combination Agreement in accordance with applicable law, the Closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among other things, receipt of the requisite shareholders’ approval of the Charter Proposal. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus titled “The Business Combination Proposal — Conditions to Closing.”

The Charter Proposal

In connection with the Business Combination, East Stone is, pursuant to SEC guidance, asking East Stone shareholders to consider and vote upon and to approve a Proposal to adopt Pubco’s Amended and Restated Memorandum and Articles of Association, substantially in the form attached to this proxy statement/prospectus as Annex B, to be effective upon the consummation of the Business Combination, separate and apart from their consideration and vote upon the Business Combination Proposal. This vote is not required by British Virgin Islands law or Cayman Islands law.

Pursuant to the Business Combination Agreement, prior to the consummation of the Business Combination, the board of directors and shareholders of Pubco will amend and restate Pubco’s memorandum and articles of association. The Amended and Restated Memorandum and Articles of Association of Pubco will differ from East Stone’s amended and restated memorandum and articles of association in multiple respects, including, for example: (i) the name of the new public entity will be “NWTN Inc.” as opposed to “East Stone Acquisition Corporation”; (ii) Pubco’s corporate existence is perpetual as opposed to East Stone’s corporate existence terminating if a business combination is not consummated by East Stone within a specified period of time; and (iii) Pubco’s Amended and Restated Memorandum and Articles of Association do not include the various provisions applicable only to special purpose acquisition corporations that East Stone’s amended and restated memorandum and articles of association contains.

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Like approval of the Business Combination Proposal, the approval of the Charter Proposal, unless waived by the parties to the Business Combination Agreement in accordance with applicable law, is a condition to the Closing of the Business Combination. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus titled “Business Combination Proposal — Conditions to Consummation of the Business Combination.”

The Charter Proposal is conditioned on the approval of the Business Combination Proposal and the Share Issuance Proposal. Therefore, if either the Business Combination Proposal or the Share Issuance Proposal is not approved, then the Charter Proposal will have no effect, even if approved by East Stone’s shareholders. The Charter Proposal is not conditioned on the separate approval of the Organizational Documents Advisory Proposals. For more information about Pubco’s Amended and Restated Memorandum and Articles of Association, please see the section of this proxy statement/prospectus entitled “The Charter Proposal.”

The Organizational Documents Advisory Proposals

As required by SEC guidance requiring that shareholders have the opportunity to present their views on important corporate governance provisions, East Stone is requesting that East Stone’s shareholders vote upon, on a non-binding advisory basis, Proposals to approve certain governance provisions in Pubco’s Amended and Restated Memorandum and Articles of Association, which are separately being presented. These votes are not required by British Virgin Islands law or Cayman Islands law. The shareholder votes regarding the Organizational Documents Advisory Proposals are advisory votes and are not binding on East Stone or East Stone’s board of directors (separate and apart from the approval of the Charter Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Organizational Documents Advisory Proposals (separate and apart from approval of the Charter Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on the Organizational Documents Advisory Proposals, East Stone intends that Pubco’s Amended and Restated Memorandum and Articles of Association will take effect upon the Closing (assuming approval of the Charter Proposal). Please see the section of this proxy statement/prospectus entitled “The Organizational Documents Advisory Proposals.”

The Equity Incentive Plan Proposal

Assuming the Business Combination Proposal, the Charter Proposal, the Organizational Documents Advisory Proposal, the Director Election Proposal, the Share Issuance Proposal and the Adjournment Proposal are approved, East Stone’s shareholders will be asked to consider and vote upon a proposal to approve by ordinary resolution the Pubco 2022 Equity Incentive Plan, in order to comply with the applicable Listing Rules of Nasdaq and the Code. Please see the section of this proxy statement/prospectus entitled “The Equity Incentive Plan Proposal.”

The Share Issuance Proposal

The Listing Rules of Nasdaq require that a listed company obtain its shareholders’ approval for issuances of securities in excess of 20% of the listed company’s issued and outstanding voting stock prior to the issuance. In connection with the approval of the Business Combination Proposal, East Stone’s shareholders will be asked to consider and vote upon a proposal to approve, for purposes of complying with the applicable Listing Rules of Nasdaq, the issuance of (a) approximately 248,590,154 newly issued ordinary shares in the Business Combination, (b) up to 38,986,355 shares to investors in the PIPE Investment and (c) an aggregate of up to approximately 97,466 ordinary shares issuable upon conversion of certain convertible notes issued by East Stone in favour of ICONIQ upon maturity in accordance with its terms and the Business Combination Agreement. Please see the section of this proxy statement/prospectus entitled “The Share Issuance Proposal.”

The Director Election Proposal

For purposes of East Stone’s memorandum and articles of association, this special meeting in lieu of an annual meeting is serving as East Stone’s first annual meeting of shareholders. The East Stone board has nominated Xiaoma (Sherman) Lu, Sanjay Prasad and William Zielke for election at the special meeting in lieu of an annual meeting, to serve until the earlier of the consummation of the Business Combination and the 2023 annual meeting of shareholders or their earlier death, resignation or removal (including if they are replaced at the consummation of the Business Combination, or if, based upon the tabulated vote at the time of the Meeting, East Stone is not authorized to consummate the Business Combination). See the section entitled “Director Election Proposal” for additional information.

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The Adjournment Proposal

If East Stone determines that it is necessary or appropriate to adjourn the Meeting to a later date, including if, based on the tabulated vote, there are not sufficient shareholder votes at the time of the Meeting to authorize East Stone to consummate the Business Combination (because the Business Combination Proposal would not be approved or because another condition to Closing the Business Combination Agreement would not be met), East Stone’s board of directors may submit a proposal to direct the chairman of the meeting to adjourn the Meeting to a later date or dates, to permit, among other actions, further solicitation of proxies. Please see the section of this proxy statement/prospectus entitled “The Adjournment Proposal.”

East Stone Initial Shareholders and IPO PIPE Shareholders

As of October 4, 2022, the Record Date for the Meeting, the holders of East Stone’s Founder Shares, including East Stone’s Initial Shareholders and the Backstop Investors, beneficially owned and were entitled to vote an aggregate of 3,450,000 Founder Shares that were issued prior to East Stone’s Initial Public Offering. As of October 4, 2022, the Founder Shares constitute approximately 48.4% of the outstanding ordinary shares of East Stone.

Additionally, an aggregate of 350,000 Private Shares underlie the Private Placement Units issued to the IPO PIPE Shareholders in connection with a private placement that closed simultaneously with the Initial Public Offering. The IPO PIPE Shares constitute approximately 4.9% of the outstanding ordinary shares of East Stone as of October 4, 2022.

In connection with the Initial Public Offering, each of the holders of East Stone’s Founder Shares and Private Shares agreed to vote such shares, as well as any ordinary shares acquired in the aftermarket, in favor of the Business Combination Proposal. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. The Founder Shares have no Redemption rights in the event of a business combination and will be worthless if no business combination is effected by East Stone. Additionally, the Private Shares will not participate in any liquidating distribution upon winding up if a business combination is not consummated, until all of the claims of any redeeming shareholders and creditors are fully satisfied (and then only from funds held outside the trust account).

In connection with the Initial Public Offering, the Initial Shareholders entered into an escrow agreement pursuant to which their Founder Shares are held in escrow and may not be transferred (subject to limited exceptions) until (i) with respect to 50% of the Founder Shares, for a period ending on the earlier of the six-month anniversary of the Business Combination or the date on which the closing price of the ordinary shares exceeds $12.50 for any 20 trading days within a 30-trading day period following the consummation of the Business Combination, and (ii) with respect to the other 50% of the Founder Shares, for a period ending on the six-month anniversary of the consummation of the Business Combination, unless approved by East Stone’s Public Shareholders. However, if, after a Business Combination, there is a transaction whereby all the outstanding shares of East Stone are exchanged or converted into cash (as they would be in a post-asset sale liquidation) or another issuer’s shares, then the Founder Shares (or any ordinary shares thereunder) will be permitted to be released from escrow to participate. In addition, all Initial Shareholders agreed to place in escrow (and not transfer any ownership interest in) their Private Placement Units (or any securities comprising the Private Placement Units), excluding any Public Units acquired by initial shareholders in the IPO or in the open market, until 30 days following the consummation of the Business Combination.

Date, Time and Place of the Special Meeting in Lieu of an Annual Meeting of Shareholders of East Stone

The Meeting will be held at 9:00 a.m., Eastern Time, on November 7, 2022, at the office of Ellenoff Grossman & Schole LLP at 1345 6th Avenue, New York, New York 10105. East Stone will also be hosting the Special Meeting in Lieu of an Annual Meeting via live webcast on the Internet at https://www.cstproxy.com/eaststoneacquisition/sm2022, to consider and vote upon the Business Combination Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Advisory Proposals, the Share Issuance Proposal, the Director Election Proposal and/or if necessary, the Adjournment Proposal.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the Meeting if they owned ordinary shares of East Stone at the close of business on October 4, 2022, which is the Record Date for the Meeting. Shareholders will have one vote for each East Stone ordinary share owned at the close of business on the Record Date. If your shares are held

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in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. East Stone warrants and rights do not have voting rights. On the Record Date, there were 7,145,437 ordinary shares of East Stone outstanding, of which 3,241,937 were Public Shares, with the rest being held by the East Stone Initial Shareholders and IPO PIPE Shareholders.

Quorum and Vote of East Stone Shareholders

A quorum of East Stone shareholders is necessary to hold a valid meeting. A quorum will be present at the East Stone meeting if the holders of no less than 50% of the outstanding shares entitled to vote at the Meeting are present themselves or represented by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals.

The holders of the Founder Shares, including East Stone’s Initial Shareholders, have agreed to vote their shares in favor of the Business Combination Proposal. Such holders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the Meeting. As of October 4, 2022, there were 3,450,000 Founder Shares issued and outstanding, which constitute approximately 48.4% of the outstanding ordinary shares of East Stone. Additionally, an aggregate of 350,000 Private Shares underlie the Private Placement Units issued to the IPO PIPE Shareholders in connection with a private placement that closed simultaneously with the Initial Public Offering. The Private Shares constitute approximately 4.9% of the outstanding ordinary shares of East Stone as of October 4, 2022. As such, the Founder Shares and Private Shares held by East Stone’s Initial Shareholders and IPO PIPE Shareholders in the aggregate represent approximately 53.4% of the outstanding ordinary shares of East Stone as of October 4, 2022. Such shares, as well as any ordinary shares acquired in the aftermarket by the Initial Shareholders and the IPO PIPE Shareholders, will be voted in favor of the proposals presented at the Meeting. The proposals presented at the Meeting will require the following votes:

• Pursuant to East Stone’s memorandum and articles of association, the approval of the Business Combination Proposal will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting. There are currently 7,145,437 ordinary shares of East Stone outstanding, of which 3,241,937 are Public Shares.

• The approval of the Charter Proposal will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting.

• The approval of the Organizational Documents Advisory Proposals, which are advisory and non-binding, will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting.

• The approval of the Share Issuance Proposal will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting.

• The approval of the Director Election Proposal will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting.

• The approval of the Adjournment Proposal will require the affirmative vote of the holders of a majority of the then-outstanding ordinary shares of East Stone that are present and voted at the Meeting.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on the Business Combination Proposal, the Charter Proposal, the Equity Incentive Plan Proposal, the Organizational Documents Advisory Proposals, the Share Issuance Proposal, the Director Election Proposal and (if presented) the Adjournment Proposal.

Redemption Rights

Pursuant to East Stone’s memorandum and articles of association, a holder of Public Shares may demand that East Stone convert such shares into cash if the Business Combination is consummated. Holders of Public Shares (whether or not they are holders on the Record Date) will be entitled to receive cash for these shares only if they demand that East Stone convert their shares into cash no later than 5:00 p.m. Eastern Time on November 3, 2022 (two (2) business days prior to the Meeting) by (A) by submitting their request in writing to Continental Stock Transfer & Trust Company and (B) delivering their stock to East Stone’s transfer agent physically or electronically using The

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Depository Trust Company’s Deposit Withdrawal at Custodian (DWAC) System. If the Business Combination is not completed, these shares will not be redeemed for cash at this time in connection with the Business Combination. In such case, East Stone will promptly return any shares delivered by public holders for Redemption and such holders may only share in the assets of the Trust Account upon the liquidation of East Stone. This may result in holders receiving less than they would have received if the Business Combination was completed and they had exercised their Redemption rights in connection therewith due to potential claims of creditors of East Stone. If a holder of Public Shares properly demands Redemption, East Stone will redeem each Public Share for its pro rata portion of the Trust Account, calculated as of two (2) business days prior to the anticipated consummation of the Business Combination. As of October 19, 2022, this would amount to approximately $10.39 per share. If a holder of Public Shares exercises its Redemption rights, then it will be exchanging its ordinary shares of East Stone for cash and will no longer own the shares. See the section of this proxy statement/prospectus entitled “Special Meeting in Lieu of an Annual Meeting of Shareholders of East Stone — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.

The Business Combination will not be consummated if East Stone has net tangible assets of less than $5,000,001 prior to or upon the consummation of the Business Combination, after taking into account holders that have properly demanded Redemption of their Public Shares into cash and the proceeds of any private placement.

Holders of East Stone warrants and rights do not have Redemption rights with respect to such securities.

Appraisal Rights

The East Stone board of directors considers that the East Stone ordinary shares (including those held by the Initial Shareholders) and other East Stone securities do not entitle the holders thereof to appraisal rights under the Companies Act in connection with the Business Combination. For additional information, see the question “Do I have appraisal rights if I object to the proposed Business Combination?” under the section of this proxy statement/prospectus entitled “Questions and Answers About the Proposals.”

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. East Stone has engaged Morrow Sodali LLC (the “Proxy Solicitor”) as proxy solicitor to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares itself if it revokes its proxy before the Meeting. A shareholder may also change its vote by entering a new vote by Internet or telephone, submitting a later-dated proxy, or attending and voting, virtually via the live webcast, during the Meeting as described in the section of this proxy statement/prospectus entitled “Special Meeting in Lieu of an Annual Meeting of Shareholders of East Stone — Revoking Your Proxy.”

Interests of East Stone’s Initial Shareholders, Directors and Officers in the Business Combination

When you consider the recommendation of East Stone’s board of directors in favor of approval of the Business Combination Proposal and the Charter Proposal, you should keep in mind that East Stone’s Initial Shareholders, including its directors and executive officers, have interests in such proposals that are different from, or in addition to, your interests as an East Stone shareholder, Warrant holder or Rights holder. These interests include, among other things:

• If the Business Combination with ICONIQ or another business combination is not consummated by February 24, 2023, East Stone will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining shareholders and its board of directors, dissolving and liquidating. In such event, the 3,135,000 Founder Shares and 167,000 Private Shares underlying the Private Placement Units held by East Stone’s Initial Shareholders, including its directors and officers, would be worthless because East Stone’s Initial Shareholders are not entitled to participate in any Redemption or distribution with respect to such shares. Such shares and the units, had an aggregate market value of approximately $34.3 million based upon the closing price of East Stone’s ordinary shares of $10.37 per share on Nasdaq on October 19, 2022 and the closing price of East Stone’s units of $10.75 per unit on Nasdaq on October 19, 2022, despite having been purchased for an aggregate of $1,695,000. As a result, East Stone’s Sponsor and other Initial Shareholders are likely to be able to recoup their investment in East Stone and make a substantial profit on that investment, even if

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Pubco’s public shares have lost significant value. This means that East Stone’s Initial Shareholders could earn a positive rate of return on their investment, even if East Stone’s Public Shareholders experience a negative rate of return in the post-business combination company. Accordingly, East Stone’s management team, which owns interests in the Sponsor, may have an economic incentive that differs from that of the Public Shareholders to pursue and consummate an initial business combination rather than to liquidate and to return all of the cash in the trust to the Public Shareholders, even if that business combination were with a less favorable target company or on terms less favorable to shareholders rather than liquidate.

• An aggregate of 350,000 Private Placement Units were issued to the IPO PIPE Shareholders simultaneously with the consummation of the Initial Public Offering and over-allotment option. Such units had an aggregate market value of $3.8 million based upon the closing price of East Stone’s units of $10.75 per unit on Nasdaq on October 19, 2022.

• If East Stone is unable to complete a business combination within the time period required under its organizational documents, the Sponsor will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by East Stone for services rendered or contracted for or products sold to East Stone, but only if such a vendor or target business has not executed a waiver.

• East Stone’s Initial Shareholders, including its officers and directors and their affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on East Stone’s behalf, such as identifying and investigating possible business targets and business combinations. However, if East Stone fails to consummate a business combination within the required time period under its organizational documents, these persons will not have any claim against the Trust Account for reimbursement. Accordingly, East Stone may not be able to reimburse these expenses if the Business Combination with ICONIQ or another business combination is not completed by February 24, 2023.

• In order to finance transaction costs in connection with a Business Combination, the Sponsor, its officers and directors or their respective affiliates may, but are not obligated to, loan to East Stone funds as may be required by East Stone (the “Working Capital Loans”). If East Stone completes a business combination, East Stone will repay any Working Capital Loans. In the event that a business combination is not completed, East Stone may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Any Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid, without interest, upon consummation of a business combination by East Stone, or, at the lender’s discretion, converted upon consummation of a business combination into additional Private Placement Units at a price of $10.00 per Unit (the “Working Capital Units”). On February 23, 2021, East Stone issued an unsecured promissory note (the “East Stone Note”) in respect of a Working Capital Loan in the amount of up to $500,000 to Chunyi (Charlie) Hao, its Chairman of the Board of Directors and Chief Financial Officer. The East Stone Note bears no interest and is repayable in full upon the earlier of consummation of East Stone’s initial business combination and its winding up. On December 15, 2021, the Company amended the East Stone Note to enable the unsecured promissory note to be paid solely in cash, with no interest, in full upon the earlier of consummation of the Company’s initial business combination and its winding up. As of October 19, 2022, East Stone borrowed an aggregate of $479,374 under the East Stone Note.

Recommendation to Shareholders

East Stone’s board of directors has determined that the Business Combination Proposal and the other proposals to be presented at the Meeting are fair to and in the best interest of East Stone’s shareholders and unanimously recommends that its shareholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Proposal, “FOR” the each of the Organizational Documents Advisory Proposals, “FOR” the Share Issuance Proposal, “FOR” the Director Election Proposal, and, if presented, “FOR” the Adjournment Proposal.

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Conditions to the Consummation of the Business Combination

In addition, unless waived by the Company, the obligations of the Company, the Pubco, the First Merger Sub and the Second Merger Sub to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of East Stone being true and correct on and as of the Closing (subject to Material Adverse Effect); (ii) East Stone having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to East Stone since the date of the Business Combination Agreement which is continuing and uncured; (iv) receipt by the Company and the Pubco of the Founders Registration Rights Agreement Amendment; (v) each of the Founder Lock-Up Agreements entered into by and among the Pubco, the Purchaser Representative, the Company, East Stone and each holder of the Founder Shares shall be in full force and effect as of the Closing; (vi) each of the Sellers shall have received from Pubco a registration rights agreement covering the merger consideration shares received by the Sellers duly executed by the Pubco; and (vii) East Stone shall have obtained a written waiver issued in writing by JHD (defined below) concerning the general and full waiver of the liabilities of East Stone under the JHD Agreement (defined below) and any ancillary documents to the foregoing.

Unless waived by East Stone, the obligations of East Stone, to consummate the Transactions are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of the Company, the Pubco, the First Merger Sub, and the Second Merger Sub being true and correct on and as of the Closing (subject to Material Adverse Effect on the Target Companies, taken as a whole); (ii) the Company, the Pubco, the First Merger Sub, and the Second Merger Sub having performed in all material respects the respective obligations and complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to be performed or complied with on or prior the date of the Closing; (iii) absence of any Material Adverse Effect with respect to the Target Companies (taken as a whole) since the date of the Business Combination Agreement which is continuing and uncured; (iv) the Non-Competition Agreement and each Seller Lock-Up Agreement shall be in full force and effect from the Closing; (v) no factual finding in the Addition Review period would result in a failure of condition (i) in this paragraph to be satisfied, or East Stone has not delivered a notice to the Company within the Addition Review period setting forth such finding, or such failure is cured within 20 days after such notice from East Stone; and (vi) receipt by East Stone of the Founders Registration Rights Agreement Amendment duly executed by the Pubco.

Certain Material U.S. Federal Income Tax Considerations

For a description of certain material U.S. federal income tax consequences of the Business Combination, the exercise of redemption rights in respect of ordinary shares of East Stone and the ownership and disposition of Ordinary Shares, see the section entitled “Material U.S. Federal Income Tax Considerations”.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, East Stone will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the following factors: (i) ICONIQ’s existing operations will comprise the ongoing operations of the combined company, (ii) ICONIQ’s senior management will comprise the senior management of the combined company, and (iii) the former owners and management of ICONIQ will have control of the board of directors after the Business Combination by virtue of being able to appoint a majority of the directors of the combined company.

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In accordance with guidance applicable to these circumstances, the Business Combination will be treated as the equivalent of ICONIQ issuing shares for the net assets of East Stone, accompanied by a recapitalization. The net assets of East Stone will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of ICONIQ.

Risk Factors

In evaluating the proposals to be presented at the Meeting, a shareholder should carefully read this proxy
statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”. These risks are summarized below.

Summary of Risk Factors

Risks relating to the Business Combination, Redemptions, Pubco’s Operations and Pubco Ordinary Shares

• East Stone has limited ability to assess ICONIQ, including its operations and management and ICONIQ operates in an industry sector that is outside of East Stone’s management’s expertise.

• Redemptions by East Stone shareholders may make it difficult for East Stone to complete the Business Combination.

• Pubco may fail to implement an effective system of internal control over financial reporting, which could affect its ability to accurately report financial results or prevent fraud.

• As a foreign private issuer Pubco and its management may rely on exemptions from certain US. federal securities law disclosure requirements and from certain corporate governance requirements under the Listing Rules of Nasdaq that provide protection to public shareholders.

• Pubco’s only asset will be its ownership interests in ICONIQ. Its ability to pay any dividends in the future will depend entirely on distributions from its subsidiaries. (See “Risk Factors — Risks Relating to Pubco’s Business and Operations Following the Business Combination with ICONIQ — Following the consummation of the Business Combination, Pubco’s only significant asset will be its ownership of ICONIQ, and such ownership may not be sufficient to pay dividends or make distributions or obtain loans to enable Pubco to pay any dividends on its Ordinary Shares, pay its expenses or satisfy other financial obligations”).

• If analysts do not publish research about Pubco’s business or if they publish inaccurate or unfavorable research, Pubco’s stock price and trading volume could decline.

• Certain officers and directors of East Stone will be serving as executives and/or directors of Pubco after the Closing resulting in potential conflicts with East Stone’s public shareholders.

• East Stone shareholders will experience material dilution of their interests if the Business Combination closes.

• There will be a significant number of Pubco Ordinary Shares available for sale in public markets after the Business Combination Transaction closes which could adversely affect the price of Pubco shares.

• Pubco does not expect to pay dividends in the foreseeable future.

• An active trading market for Pubco Ordinary Shares may not develop.

• Pubco may be materially adversely affected if any of the PIPE Investments fail to be consummated due to non-compliance by certain of the PIPE Investors who are subject to the relevant overseas investment regulations in Mainland China fail to comply with such regulations in a timely manner, or at all or if any PIPE Investor otherwise fail to fund the relevant PIPE Investment or act in breach of contractual provisions in the PIPE Subscription Agreements.

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Risks Relating to ICONIQ’s Business

• ICONIQ’s ability to develop, manufacture, and deliver automobiles of high quality and appeal to customers, on schedule, and on a large scale is unproven and still evolving. ICONIQ’s vehicles may not perform in line with customer expectations.

• ICONIQ may in the future need to raise additional funds to meet its capital requirements, and such funds may not be available to ICONIQ on commercially reasonable terms, or at all, which could materially and adversely affect ICONIQ’s business, results of operations or financial condition.

• ICONIQ’s ability to generate positive cash flow is uncertain, as non-binding pre-orders may not be converted into binding orders or sales, and customers may cancel or delay orders.

• ICONIQ is dependent upon its relationship with a number of third-party manufacturers and technological partners for the manufacturing of its products and the advancement of its research and development. Any adverse change in ICONIQ’s relationship with such manufacturers or partners may result in a material and adverse effect on ICONIQ’s business, results of operations or financial condition.

• The global passenger vehicle market is highly competitive, and demand for EVs may be cyclical and volatile. ICONIQ may not be successful in competing in this industry, which may materially and adversely affect its business, results of operations or financial condition.

• Industry data, forecasts and estimates contained in this proxy statement/prospectus are inherently uncertain and subject to interpretation, and may not be an indication of the actual results of the transaction or ICONIQ’s future results. Accordingly, you should not place undue reliance on such information.

• ICONIQ’s research and development efforts may not yield expected results.

• ICONIQ is highly dependent on the services of its senior management team. Its inability to attract and retain management or other employees who possess specialized market knowledge and technical skills could materially and adversely affect its business, results of operations or financial condition.

• ICONIQ is subject to claims, disputes, lawsuits and other legal and administrative proceedings in the ordinary course of its business. If the outcomes of these proceedings are adverse, it could have a material adverse effect on its business, prospects, results of operations or financial condition.

• While ICONIQ’s independent registered public accounting firm is not among the auditor firms listed on the HFCAA Determination List as of the date hereof, its audit documentation related to its audit reports included in this proxy statement/prospectus include audit documentation located in China and as a result ICONIQ is subject to the risk that the PCAOB may not be able to adequately inspect ICONIQ’s auditors, which could result in the future delisting of Pubco’s shares from U.S. stock exchanges, deregistration of Pubco shares by the SEC and a prohibition on trading in Pubco’s shares in the US.

Risks Relating to the Regions in which ICONIQ Operates (for a more detailed discussion, see “Risk Factors — Risks Relating to the Regions in which ICONIQ Operates”)

• ICONIQ faces risks associated with its international operations, including unfavorable regulatory, political, trade, tax and labor conditions in the UAE and Mainland China, and if ICONIQ is unable to effectively manage these risks, its business, financial condition and results of operations may be materially and adversely affected.

• Because some of ICONIQ’s operations are in Mainland China, uncertainties with respect to the PRC legal system and rapid changes in laws and regulations in Mainland China could adversely affect ICONIQ’s business.

• The Chinese government may exercise significant oversight and discretion over the conduct of ICONIQ’s business in Mainland China and may intervene in or influence ICONIQ’s operations in Mainland China at any time, which could result in a material change in ICONIQ’s operations and/or the value of Pubco’s securities.

• As some of ICONIQ’s operations are conducted in Mainland China, recent regulatory developments in Mainland China, including an intent indicated by the Chinese governmental authorities to exert more oversight and control over offerings that are conducted outside Mainland China and/or foreign investment in Mainland China-based issuers, may subject ICONIQ to additional regulatory review or otherwise restrict or hinder Pubco’s ability to offer securities and raise capitals outside Mainland China, all of which could materially and adversely affect ICONIQ’s business and cause the value of Pubco’s securities to significantly decline.

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Holding Company Structure

Pubco, with ICONIQ being its wholly-owned subsidiary post-Business Combination, is a holding company incorporated in the Cayman Islands with its headquarters in Dubai, UAE. ICONIQ conducts its operations through ICONIQ Green Technology FZCO, ICONIQ’s global headquarters based in Dubai, UAE, as well as various subsidiaries in Dubai and the PRC. Investments in Pubco’s securities are not purchases of equity securities of these operating subsidiaries in the UAE or Mainland China but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own. This holding company structure involves unique risks to investors.

As a result of its corporate structure, Pubco’s ability to pay dividends post-Business Combination depends upon dividends paid by its subsidiaries in the UAE and Mainland China. If Pubco’s existing subsidiaries or any newly formed ones incur debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to Pubco.

As of the date hereof, neither ICONIQ nor any of its subsidiaries have made any dividends or distributions to their parent companies or any investor, and there has been no transfer of cash among ICONIQ and its subsidiaries. Two wholly-owned subsidiaries of ICONIQ, namely ICONIQ Green Technology FZCO, which is based in the UAE, and ICONIQ (Tianjin) Investment Co., Ltd., which is based in the PRC, have paid for expenses related to the Business Combination and certain of the ICONIQ group’s operating costs, which in total amounted to approximately US$700,000. Such expense payments were treated as intercompany loans, which will be settled once the Business Combination is completed. ICONIQ believes such amounts to be one-off payments by its subsidiaries, which will not be incurred again after the Business Combination is completed. Save as disclosed above, ICONIQ currently does not have a specific timetable on when to settle the amounts owed within the company and plans to distribute cash dividends after it becomes profitable. See page F-6 of ICONIQ’s audited historical consolidated financial statements included elsewhere in this proxy statement/prospectus for additional information on the amount of cash balances held as of December 31, 2020 and 2021. Any determination to pay dividends in the future post-Business Combination will be at the discretion of Pubco’s board of directors. For Pubco’s operations in Mainland China post-Business Combination, if Pubco intends to distribute dividends from its subsidiaries in Mainland China in the future, such subsidiaries will transfer the dividends to ICONIQ Global Limited, Pubco’s Hong Kong-incorporated subsidiary which controls all of its operating subsidiaries in Mainland China, in accordance with the laws and regulations of Mainland China, and then the Hong Kong-incorporated subsidiary will transfer the dividends all the way up to Pubco, and the dividends will be distributed from Pubco to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions. The cross-border transfer of funds by the subsidiaries in Mainland China under the direct holding structure must be legal and compliant with relevant laws and regulations of Mainland China. In utilizing the proceeds from this Business Combination, as an offshore holding company, Pubco is permitted under laws and regulations in Mainland China to provide funding to its subsidiaries in Mainland China only through loans or capital contributions and to its affiliated entities only through loans, subject to applicable government reporting, registration and approvals. However, loans by Pubco to its subsidiaries in Mainland China to finance their activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE and capital contributions to its subsidiaries in Mainland China are subject to the requirement of making necessary registration with competent governmental authorities in the PRC. See “Risk Factors — Risks Relating to the Regions in which ICONIQ Operates — Mainland China regulation of loans to and direct investment in entities in Mainland China by offshore holding companies and governmental control of currency conversion may restrict or delay Pubco from using the proceeds of the Business Combination to make loans or additional capital contributions to its subsidiaries in Mainland China, which could adversely affect Pubco’s liquidity and its ability to fund and expand its business.” Pubco may encounter difficulties in its ability to transfer cash between its subsidiaries in Mainland China and other subsidiaries largely due to various laws and regulations in Mainland China imposed on foreign exchange. However, as long as Pubco is compliant with the procedures for approvals from foreign exchange authorities and banks in Mainland China, ICONIQ’s Mainland China counsel, Jingtian & Gongcheng, has advised that, as of the date hereof, the relevant laws and regulations in Mainland China do not impose limitations on the amount of funds that Pubco can transfer out of Mainland China. Pubco currently does not have any cash management policy that dictate the transfer of cash between its subsidiaries post-Business Combination.

Holding Foreign Companies Accountable Act

The Holding Foreign Companies Accountable Act (the “HFCAA”) requires certain issuers of securities to establish that they are not owned or controlled by a foreign government. Specifically, an issuer must make this certification if the PCAOB is unable to conduct inspections due to the fact that the issuer has retained a foreign public accounting

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firm not subject to inspection by the board. If the board is unable to inspect the issuer’s public accounting firm for three consecutive years, the issuer’s securities are banned from trading on a US national exchange (such as Nasdaq or the NYSE) and other venues.

The HFCAA would prohibit Pubco from using an auditor that the PCAOB determines it could not inspect or fully investigate and would (i) prohibit the trading of securities of a company and (ii) require delisting of a company from U.S. national securities exchanges if the PCAOB is unable to inspect its public accounting firm for three consecutive years. The HFCAA also requires public companies to disclose, among other things, whether they are owned or controlled by a foreign government, specifically, those that are based in or have a majority or significant amount of their operations in the PRC.

On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. Pubco will be required to comply with these rules if the SEC identifies Pubco as having a “non-inspection” year (as defined in the interim final rules) under a process to be subsequently established by the SEC. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. Future developments with respect to increased U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.

On December 2, 2021, the SEC adopted amendments to finalize the rules implementing the submission and disclosure requirements of the HFCAA. The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“HFCAA Issuers”).

The final amendments require HFCAA Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction. The amendments also require that a HFCAA Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of its consolidated foreign operating entities. Further, the release provides notice regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain HFCAA Issuers, as required by the HFCAA. The SEC plans to identify HFCAA Issuers for the fiscal years beginning after December 18, 2020. A HFCAA Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified. If a registrant is identified as a HFCAA Issuer based on its annual report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal year ended December 31, 2022. As of the date hereof, the auditor of ICONIQ, Marcum Asia CPAs LLP, is not among the auditor firms listed on the HFCAA Determination List, which list notes all of the auditor firms that the PCAOB is not able to inspect.

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SELECTED HISTORICAL FINANCIAL INFORMATION

East Stone

	For the six months ended June 30,						For the years ended December 31,
	2022			2021			2021			2020
	(unaudited)			(unaudited)
Selected Consolidated Statements of Operation:
Operating costs	$	956,470		$	1,076,393		$	2,059,243		$	768,214
Loss from operations		(956,470	)		(1,076,393	)		(2,059,243	)		(768,214	)
Change in fair value of derivative warrant liabilities		(570,000	)		35,600			(775,900	)		(238,872	)
Expenses of forward share purchase		—			—			(3,723,000