ESSCR / East Stone Acquisition Corp - Tradeable Rights - Mar 2020 - Документы SEC, Годовой отчет, Доверенное заявление

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39233 EAST STONE ACQUISITION CORPORATION (Exact name of registrant as s

Form of Seller Registration Rights Agreement

Exhibit 10.2 Execution Version form of SELLER REGISTRATION RIGHTS AGREEMENT THIS SELLER REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of November 11, 2022 by and among (i) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (including any successor entity thereto, ?Pubco?), and (ii) the undersigned parties listed as ?Investors? on the sign

Memorandum and Articles of Association of East Stone.

Exhibit 3.1 Company No. :1988698 Territory of the British Virgin Islands The BVI Business Companies Act (No. 16 of 2004) Memorandum and Articles of Association of East Stone Acquistion Corporation (incorporated 9th September 2018) TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM OF ASSOCIATION OF East Stone Acquisition Corporation 1 COMPANY NAME 1.1 The name

East Stone Acquisition Corporation and NWTN Inc. Announce Shareholder Approval and Closing of Business Combination

Exhibit 99.1 East Stone Acquisition Corporation and NWTN Inc. Announce Shareholder Approval and Closing of Business Combination Burlington, MA and Dubai, UAE, November 14, 2022 - East Stone Acquisition Corporation (Nasdaq: ESSC) (?East Stone?), a publicly traded special purpose acquisition company, and NWTN Inc. (?NWTN?), an eco-conscious mobility technology company bringing passenger-centric gree

Form of Non-Competition Agreement

Exhibit 10.4 Execution Version FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of November 11, 2022, by the undersigned security holder of the Company (as defined below) (the ?Subject Party?) in favor of and for the benefit of NWTN Inc., an exempted company incorporated with limited lia

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Warrant Agreement Amendment

Exhibit 10.1 Execution Version AMENDMENT TO WARRANT AGREEMENT THIS AMENDMENT TO WARRANT AGREEMENT (this ?Amendment?) is made and entered into as of November 11, 2022, by and among (i) East Stone Acquisition Corporation, a British Virgin Islands company (the ?Company?), (ii) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?Pubco?), and (iii) Continental Sto

Founders Registration Rights Agreement Amendment

Exhibit 10.3 FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this ?Amendment?) is made and entered into as of November 11, 2022, and shall be effective as of the Closing (defined below), by and among (i) East Stone Acquisition Corporation, a British Virgin Islands business company (the ?Company?), (ii) NWTN Inc., an exempted company incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 East Stone Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 10, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

EAST STONE ACQUISITION CORPORATION ANNOUNCES ADJOURNMENT OF THE SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS FOR APPROVING ITS INITIAL BUSINESS COMBINATION WITH NWTN

Exhibit 99.1 EAST STONE ACQUISITION CORPORATION ANNOUNCES ADJOURNMENT OF THE SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS FOR APPROVING ITS INITIAL BUSINESS COMBINATION WITH NWTN Burlington, MA and Dubai, UAE, Nov. 09, 2022 (GLOBE NEWSWIRE) - East Stone Acquisition Corporation (Nasdaq: ESSC) (“East Stone”) announced today that its special meeting in lieu of annual meeting of sharehold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

EAST STONE ACQUISITION CORPORATION ANNOUNCES ADJOURNMENT OF THE SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS FOR APPROVING ITS INITIAL BUSINESS COMBINATION WITH NWTN

Exhibit 99.1 EAST STONE ACQUISITION CORPORATION ANNOUNCES ADJOURNMENT OF THE SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF SHAREHOLDERS FOR APPROVING ITS INITIAL BUSINESS COMBINATION WITH NWTN Burlington, MA and Dubai, UAE, Nov. 08, 2022 (GLOBE NEWSWIRE) - East Stone Acquisition Corporation (Nasdaq: ESSC) (“East Stone”) announced today that its special meeting in lieu of annual meeting of sharehold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 East Stone Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpo

Waiver Letter dated November 6, 2022 by and among East Stone, the Lock-up Parties, and I-Bankers Securities, Inc.

Exhibit 10.1 I-Bankers Securities, Inc. 535 5th Ave Suite 423 New York, New York 10017 Attn.: Mike McCrory, Chief Executive Officer November 6, 2022 Ladies and Gentlemen: Reference is made to the letter agreement, dated February 19, 2020, by and among, East Stone Acquisition Corporation, a British Virgin Islands business company (the “Company”), Double Ventures Holdings Limited, a British Virgin I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2022 East Stone Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other juris

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incor

Business Combination Agreement Amendment, dated September 28, 2022 between and among East Stone Acquisition Corporation, Navy Sail International Limited, NWTN Inc., Muse Merger Sub I Limited, Muse Merger Sub II Limited and ICONIQ Holding Limited.

Exhibit 10.1 Execution Version AMENDMENT TO BUSINESS COMBINATION AGREEMENT This AMENDMENT TO BUSINESS COMBINATION AGREEMENT, dated effective as of September 28, 2022 (this ?Amendment?), is made by and among (i) East Stone Acquisition Corporation, a British Virgin Islands business company (?Purchaser?); (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity as, from

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2022 East Stone Acq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 28, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incor

Business Combination Agreement Amendment, dated September 28, 2022 between and among East Stone Acquisition Corporation, Navy Sail International Limited, NWTN Inc., Muse Merger Sub I Limited, Muse Merger Sub II Limited and ICONIQ Holding Limited.

Exhibit 10.1 Execution Version AMENDMENT TO BUSINESS COMBINATION AGREEMENT This AMENDMENT TO BUSINESS COMBINATION AGREEMENT, dated effective as of September 28, 2022 (this ?Amendment?), is made by and among (i) East Stone Acquisition Corporation, a British Virgin Islands business company (?Purchaser?); (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity as, from

Termination Agreement to April 2022 PIPE Subscription Agreement, dated September 25, 2022, by and among East Stone, Pubco and April PIPE Investor

Exhibit 10.2 Execution Copy TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENT This TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENT, dated as of September 25, 2022 (this ?Termination Agreement?), is made by and among East Stone Acquisition Corporation, a British Virgin Islands business company (?SPAC?), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?)

PIPE Subscription Agreement dated September 23, 2022 between East Stone, Pubco and Al Ataa Investment LLC

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 23 day of September, 2022, by and among East Stone Acquisition Corporation (?SPAC?), a British Virgin Islands business company, NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?), and the undersigned investor (?Subscriber?). Capitalize

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incor

Termination Agreement to August 2022 PIPE Subscription Agreement, dated September 25, 2022, by and among East Stone, Pubco and August PIPE Investor

Exhibit 10.3 Execution Copy TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENT This TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENT, dated as of September 25, 2022 (this ?Termination Agreement?), is made by and among East Stone Acquisition Corporation, a British Virgin Islands business company (?SPAC?), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?)

PIPE Subscription Agreement dated September 23, 2022 between East Stone, Pubco and Al Ataa Investment LLC

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this 23 day of September, 2022, by and among East Stone Acquisition Corporation (?SPAC?), a British Virgin Islands business company, NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?), and the undersigned investor (?Subscriber?). Capitalize

Termination Agreement to August 2022 PIPE Subscription Agreement, dated September 25, 2022, by and among East Stone, Pubco and August PIPE Investor

Exhibit 10.3 Execution Copy TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENT This TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENT, dated as of September 25, 2022 (this ?Termination Agreement?), is made by and among East Stone Acquisition Corporation, a British Virgin Islands business company (?SPAC?), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 2) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Termination Agreement to April 2022 PIPE Subscription Agreement, dated September 25, 2022, by and among East Stone, Pubco and April PIPE Investor

Exhibit 10.2 Execution Copy TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENT This TERMINATION AGREEMENT TO SUBSCRIPTION AGREEMENT, dated as of September 25, 2022 (this ?Termination Agreement?), is made by and among East Stone Acquisition Corporation, a British Virgin Islands business company (?SPAC?), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2022 East Stone Acq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incor

Promissory Note issued to ICONIQ Holding Limited, dated August 26, 2022

Exhibit 10.1 THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF EAST STONE ACQUISITION CORPORATION A COMPANY LIMITED BY SHARES Incorporated in the British Virgin Islands on the 9th day of August, 2018 Amended and restated on 8 October 2018, 19 February 2020, 24 November 2021, 24 February 2022, and 23 August 2022 TERRITORY OF THE BR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2022 East Stone Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39233 East Stone Acquisit

ESSC / East Stone Acquisition Corp / Meteora Capital, LLC - AMENDMENT TO FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* East Stone Acquisition Corporation (Name of Issuer) Ordinary share, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) April 30, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

NT 10-Q 1 ea164451-nt10qeaststoneacq.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on

Form of PIPE Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this day of August 12, 2022, by and among East Stone Acquisition Corporation (?SPAC?), a British Virgin Islands business company, NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?), and the undersigned investor (?Subscriber?). Capitalized t

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2022 East Stone Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

Form of PIPE Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this day of August 12, 2022, by and among East Stone Acquisition Corporation (?SPAC?), a British Virgin Islands business company, NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?), and the undersigned investor (?Subscriber?). Capitalized t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 def14a0822eaststone.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Onl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

CALCULATION OF FILING FEE TABLES Table 1: Transaction Valuation CALCULATION OF REGISTRATION FEE

Exhibit 107 CALCULATION OF FILING FEE TABLES Table 1: Transaction Valuation CALCULATION OF REGISTRATION FEE Security type Title of each class of security to be registered Fee calculation rule Amount to be registered(1) Proposed maximum offering price per security Proposed maximum aggregate offering price (2) Fee rate Amount of registration fee Fees Previously Paid ? ? ? ? ? ? ? Fees to Be Paid Equity Pubco Ordinary Shares(3)(5) 457(c) and 457(f)(1) 8,583,244 $ 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Form of PIPE Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this [ ] day of [ ], 2022, by and among East Stone Acquisition Corporation (?SPAC?), a British Virgin Islands business company, NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?), and the undersigned investor (?Subscriber?). Capitalized ter

Form of PIPE Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into this [ ] day of [ ], 2022, by and among East Stone Acquisition Corporation (?SPAC?), a British Virgin Islands business company, NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?), and the undersigned investor (?Subscriber?). Capitalized ter

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2022 East Stone Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 15, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39233 East Stone Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2022 East Stone Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorporati

East Stone Acquisition Corporation and NWTN Announce Confidential Submission of Registration Statement in Connection with the Proposed Business Combination

Exhibit 99.1 East Stone Acquisition Corporation and NWTN Announce Confidential Submission of Registration Statement in Connection with the Proposed Business Combination Burlington, MA and Dubai, UAE, June 08, 2022 (GLOBE NEWSWIRE) - East Stone Acquisition Corporation (Nasdaq: ESSC) (?East Stone?), a publicly traded special purpose acquisition company, and ICONIQ Holding Limited (?NWTN?), a Smart P

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 8, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorporati

East Stone Acquisition Corporation and NWTN Announce Confidential Submission of Registration Statement in Connection with the Proposed Business Combination

Exhibit 99.1 East Stone Acquisition Corporation and NWTN Announce Confidential Submission of Registration Statement in Connection with the Proposed Business Combination Burlington, MA and Dubai, UAE, June 08, 2022 (GLOBE NEWSWIRE) - East Stone Acquisition Corporation (Nasdaq: ESSC) (?East Stone?), a publicly traded special purpose acquisition company, and ICONIQ Holding Limited (?NWTN?), a Smart P

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 1, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorporati

East Stone Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

Exhibit 99.1 East Stone Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q Burlington, MA, June 03, 2022 (GLOBE NEWSWIRE) - East Stone Acquisition Corporation (Nasdaq: ESSCU) (the ?Company?) today announced that it has received a notice (?Notice?) from the Listing Qualifications Department of The Nasdaq Stock Market (?Nasdaq?) as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K For the Transition Perio

Business Combination Agreement

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among EAST STONE ACQUISITION CORPORATION, as Purchaser, NAVY SAIL INTERNATIONAL LIMITED, in the capacity as the Purchaser Representative, NWTN INC., as Pubco, MUSE MERGER SUB I LIMITED, as First Merger Sub, MUSE MERGER SUB II LIMITED, as Second Merger Sub, and ICONIQ HOLDING LIMITED, as the Company Dated as of April 15, 2022 TABLE OF CONTENTS ARTIC

2

Exhibit 99.1 Correction: CORRECTING and REPLACING East Stone Acquisition Corporation Announces Business Combination with ICONIQ Holding Limited, a pioneering smart electric vehicle company Burlington, MA, April 21, 2022 ? In the release dated April 16, 2022, the sentence that begins with ?The transaction represents a post-combination valuation of ?? has been correct to read: ?The transaction repre

Form of Lock-Up Agreement

Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of April 15, 2022, by and among (i) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?Pubco?), (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity under the Business Combination Agreement (as defined below) as the

Form of Shareholder Support Agreement. (2)

Exhibit 10.2 FORM OF SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this ?Agreement?) is made and entered into as of April 15, 2022, by and among East Stone Acquisition Corporation., a British Virgin Islands business company (?Purchaser?), ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Island (the ?Company?) and the individuals whos

Business Combination Agreement

Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among EAST STONE ACQUISITION CORPORATION, as Purchaser, NAVY SAIL INTERNATIONAL LIMITED, in the capacity as the Purchaser Representative, NWTN INC., as Pubco, MUSE MERGER SUB I LIMITED, as First Merger Sub, MUSE MERGER SUB II LIMITED, as Second Merger Sub, and ICONIQ HOLDING LIMITED, as the Company Dated as of April 15, 2022 TABLE OF CONTENTS ARTIC

Form of Lock-Up Agreement. (2)

Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of April 15, 2022, by and among (i) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?Pubco?), (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity under the Business Combination Agreement (as defined below) as the

Insider Letter Amendment

Exhibit 10.3 EAST STONE ACQUISITION CORPORATION 25 Mall Road, Suite 330 Burlington, MA 01803 April 15, 2022 Double Ventures Holdings Limited 19/F Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong Xiaoma (Sherman) Lu 19/F Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong Navy Sail International Limited 19/F Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong Charli

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpora

Form of Shareholder Support Agreement

Exhibit 10.2 FORM OF SHAREHOLDER SUPPORT AGREEMENT This Shareholder Support Agreement (this ?Agreement?) is made and entered into as of April 15, 2022, by and among East Stone Acquisition Corporation., a British Virgin Islands business company (?Purchaser?), ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Island (the ?Company?) and the individuals whos

Form of PIPE Subscription Agreement

Exhibit 10.5 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on [] by and among East Stone Acquisition Corporation, a British Virgin Islands business company (?SPAC?), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?), and the undersigned investor (?Subscriber?). Capitalized terms used but n

Promissory Note issued by East Stone Acquisition Corporation to ICONIQ Holding Limited

Exhibit 10.4 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Promissory Note issued by East Stone Acquisition Corporation to ICONIQ Holding Limited. (2)

Exhibit 10.4 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Insider Letter Amendment. (2)

Exhibit 10.3 EAST STONE ACQUISITION CORPORATION 25 Mall Road, Suite 330 Burlington, MA 01803 April 15, 2022 Double Ventures Holdings Limited 19/F Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong Xiaoma (Sherman) Lu 19/F Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong Navy Sail International Limited 19/F Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong Charli

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2022 East Stone Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 21, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpora

Form of PIPE Subscription Agreement

Exhibit 10.5 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this ?Subscription Agreement?) is entered into on [] by and among East Stone Acquisition Corporation, a British Virgin Islands business company (?SPAC?), NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands (?PubCo?), and the undersigned investor (?Subscriber?). Capitalized terms used but n

2

EX-99.1 8 ea158601ex99-1eaststone.htm PRESS RELEASE, DATED APRIL 21, 2022 Exhibit 99.1 Correction: CORRECTING and REPLACING East Stone Acquisition Corporation Announces Business Combination with ICONIQ Holding Limited, a pioneering smart electric vehicle company Burlington, MA, April 21, 2022 – In the release dated April 16, 2022, the sentence that begins with “The transaction represents a post-co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2022 East Stone Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpora

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpora

East Stone Acquisition Corporation Announces Business Combination with ICONIQ Holding Limited, a pioneering smart electric vehicle company

Exhibit 99.1 East Stone Acquisition Corporation Announces Business Combination with ICONIQ Holding Limited, a pioneering smart electric vehicle company Burlington, MA and Dubai, UAE, April 16, 2022 /PRNewswire/ - East Stone Acquisition Corporation (Nasdaq: ESSC) (?East Stone?), a publicly traded special purpose acquisition company, and ICONIQ Holding Limited (?NWTN?) announced today that they have

East Stone Acquisition Corporation Announces Business Combination with ICONIQ Holding Limited, a pioneering smart electric vehicle company

Exhibit 99.1 East Stone Acquisition Corporation Announces Business Combination with ICONIQ Holding Limited, a pioneering smart electric vehicle company Burlington, MA and Dubai, UAE, April 16, 2022 /PRNewswire/ - East Stone Acquisition Corporation (Nasdaq: ESSC) (?East Stone?), a publicly traded special purpose acquisition company, and ICONIQ Holding Limited (?NWTN?) announced today that they have

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39233 East Stone Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K For the Transition Pe

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restat

ESSC / East Stone Acquisition Corp / Meteora Capital, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* East Stone Acquisition Corporation (Name of Issuer) Ordinary share, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF EAST STONE ACQUISITION CORPORATION A COMPANY LIMITED BY SHARES Incorporated in the British Virgin Islands on the 9th day of August, 2018 Amended and restated on 8 October 2018, 19 February 2020, 24 November 2021, and 24 February 2022 TERRITORY OF THE BRITISH VIRGIN ISL

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF EAST STONE ACQUISITION CORPORATION A COMPANY LIMITED BY SHARES Incorporated in the British Virgin Islands on the 9th day of August, 2018 Amended and restated on 8 October 2018, 19 February 2020, 24 November 2021, and 24 February 2022 TERRITORY OF THE BRITISH VIRGIN ISL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2022 East Stone Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

ESSC / East Stone Acquisition Corp / Double Ventures Holdings Ltd - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D 108 (CUSIP Number) Xiaoma (Sherman) Lu Chief Executive Officer 25 Mall Road, Suite 330 Burlington, MA 01803 Telephone: (781) 202 9128 (Name, Address

JOINT FILING AGREEMENT

Exhibit 99.8 JOINT FILING AGREEMENT AGREEMENT dated as of February 14, 2022 by and among Double Ventures Holdings Limited, a British Virgin Islands company, Chunyi Hao and Fan Yu (together, the ?Parties?). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its/his/her beneficial ownership of ordinary shares, no par value, of East Stone Acquisition Cor

ESSC / East Stone Acquisition Corp / PERISCOPE CAPITAL INC. - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* East Stone Acquisition Corp (Name of Issuer) Ordinary Share, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

ESSC / East Stone Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 East Stone Acquisition Corp (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

ESSC / East Stone Acquisition Corp / BASSO CAPITAL MANAGEMENT, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

ESSC / East Stone Acquisition Corp / Polar Asset Management Partners Inc. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate t

ESSC / East Stone Acquisition Corp / Hudson Bay Capital Management LP - ESSC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

Form of Share Transfer Agreement

EX-10.1 2 ea154958ex10-1eaststone.htm FORM OF SHARE TRANSFER AGREEMENT EXHIBIT 10.1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“Agreement”), dated January 31, 2022, among [Investors] (each of [Investors] an “Investor”, and collectively the “Investors”), Double Ventures Holdings Limited (the “Sponsor”), and East Stone Acquisition Corporation, a British Virgin Islands business company (

Form of Share Transfer Agreement

EX-10.1 2 ea154958ex10-1eaststone.htm FORM OF SHARE TRANSFER AGREEMENT EXHIBIT 10.1 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“Agreement”), dated January 31, 2022, among [Investors] (each of [Investors] an “Investor”, and collectively the “Investors”), Double Ventures Holdings Limited (the “Sponsor”), and East Stone Acquisition Corporation, a British Virgin Islands business company (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 East Stone Acqui

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 31, 2022 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 10)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 10) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 9)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 9) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 8)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 8) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 7)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 7) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ☒ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from July 1, 2020 to December 31, 2020 Commission File Nu

ESSC / East Stone Acquisition Corp / Feis Lawrence Michael - SCHEDULE 13G/A Passive Investment

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. 1 )* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number)

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF EAST STONE ACQUISITION CORPORATION A COMPANY LIMITED BY SHARES Incorporated in the British Virgin Islands on the 9th day of August, 2018 Amended and restated on 8 October 2018, 19 February 2020, and 24 November 2021 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2021 East Stone Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Amended and Restated Memorandum and Articles of Association

Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF EAST STONE ACQUISITION CORPORATION A COMPANY LIMITED BY SHARES Incorporated in the British Virgin Islands on the 9th day of August, 2018 Amended and restated on 8 October 2018, 19 February 2020, and 24 November 2021 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSIN

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 23, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Form of Forward Share Purchase Agreement

Exhibit 10.1 FORM OF FORWARD SHARE PURCHASE AGREEMENT This Forward Share Purchase Agreement (this ?Agreement?) is entered into as of November 12, 2021, by and among (i) East Stone Acquisition Corporation, a British Virgin Islands corporation (?East Stone?), (ii) [Investor], (each individually an ?Investor? and collectively, the ?Investors?). Each of East Stone and [Investor] is individually referr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ____________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ) ? Def

Amendment to Letter Agreement Regarding Forfeiture of Founder Shares, dated November 12, 2021, by and among JHD Holdings (Cayman) Limited, East Stone Acquisition Corporation, Double Ventures Holdings Limited, Navy Sail International Limited, Yellow River (Cayman) Limited, JHD Technologies Limited Chunyi (Charlie) Hao, and Xiaoma (Sherman) Lu.

Exhibit 10.4 JHD HOLDINGS (CAYMAN) LIMITED 14/F Golden Centre 188 Des Voeux Road Central Hong Kong EAST STONE ACQUISITION CORPORATION 25 Mall Road, Suite 330 Burlington, MA 01803 November 12, 2021 Double Ventures Holdings Limited 19/F Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong Attn: Sherman Xiaoma Lu Xiaoma (Sherman) Lu 19/F Hong Commercial Building 145 Hennessy Road Wanchai, Ho

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Form of Forward Share Purchase Agreement. (5)

EX-10.1 2 ea150529ex10-1eaststone.htm FORM OF FORWARD SHARE PURCHASE AGREEMENT Exhibit 10.1 FORM OF FORWARD SHARE PURCHASE AGREEMENT This Forward Share Purchase Agreement (this “Agreement”) is entered into as of November 12, 2021, by and among (i) East Stone Acquisition Corporation, a British Virgin Islands corporation (“East Stone”), (ii) [Investor], (each individually an “Investor” and collectiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39233 East Stone Acq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2021 East Stone Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Form of Share Transfer Agreement

EX-10.2 3 ea150529ex10-2eaststone.htm FORM OF SHARE TRANSFER AGREEMENT Exhibit 10.2 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (“Agreement”), dated November 12, 2021, among [Investors] (each of [Investors] an “Investor”, and collectively the “Investors”) and Double Ventures Holdings Limited (the “Sponsor”). RECITALS: A. East Stone Acquisition Corporation (“East Stone”), a British Virgi

Form of Share Transfer Agreement. (5)

Exhibit 10.2 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (?Agreement?), dated November 12, 2021, among [Investors] (each of [Investors] an ?Investor?, and collectively the ?Investors?) and Double Ventures Holdings Limited (the ?Sponsor?). RECITALS: A. East Stone Acquisition Corporation (?East Stone?), a British Virgin Islands business company (the ?Company? or ?SPAC?) will hold a specia

First Amendment to the Second Amended and Restated Business Combination Agreement, effective as of November 12, 2021, by and among East Stone Acquisition Corporation, Navy Sail International Limited, JHD Technologies Limited, Yellow River MergerCo Limited, JHD Holdings (Cayman) Limited, solely for purposes of Section 10.3 and Articles XII and XIII thereof, as applicable, Double Ventures Holdings Limited, and Yellow River (Cayman) Limited

Exhibit 10.3 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This First Amendment (this ?First Amendment?) to the Second Amended and Restated Business Combination Agreement is made and entered into effective as of November 12, 2021, by and among (i) East Stone Acquisition Corporation, a British Virgin Islands business company (together with its successors, the ?Purcha

First Amendment to the Second Amended and Restated Business Combination Agreement, effective as of November 12, 2021, by and among East Stone Acquisition Corporation, Navy Sail International Limited, JHD Technologies Limited, Yellow River MergerCo Limited, JHD Holdings (Cayman) Limited, solely for purposes of Section 10.3 and Articles XII and XIII thereof, as applicable, Double Ventures Holdings Limited, and Yellow River (Cayman) Limited. (5)

EX-10.3 4 ea150529ex10-3eaststone.htm FIRST AMENDMENT TO THE SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT, EFFECTIVE AS OF NOVEMBER [12], 2021 Exhibit 10.3 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT This First Amendment (this “First Amendment”) to the Second Amended and Restated Business Combination Agreement is made and entered into effective as of

Amendment to Letter Agreement Regarding Forfeiture of Founder Shares, dated November 12, 2021, by and among JHD Holdings (Cayman) Limited, East Stone Acquisition Corporation, Double Ventures Holdings Limited, Navy Sail International Limited, Yellow River (Cayman) Limited, JHD Technologies Limited Chunyi (Charlie) Hao, and Xiaoma (Sherman) Lu. (5)

Exhibit 10.4 JHD HOLDINGS (CAYMAN) LIMITED 14/F Golden Centre 188 Des Voeux Road Central Hong Kong EAST STONE ACQUISITION CORPORATION 25 Mall Road, Suite 330 Burlington, MA 01803 November 12, 2021 Double Ventures Holdings Limited 19/F Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong Attn: Sherman Xiaoma Lu Xiaoma (Sherman) Lu 19/F Hong Commercial Building 145 Hennessy Road Wanchai, Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 6) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A ____________________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ) ? Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 5) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 4) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2) ) ? Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2021 East Stone Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

Second Amended and Restated Business Combination Agreement, dated as of October 7, 2021, by and among East Stone Acquisition Corporation, Navy Sail International Limited, JHD Technologies Limited, Yellow River MergerCo Limited, JHD Holdings (Cayman) Limited, Yellow River (Cayman) Limited and, solely for purposes of Section 10.3 and Articles XII and XIII thereof, Double Ventures Holdings Limited

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 3) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) ? Defi

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2021 East Stone Acq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 13, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incor

Amended and Restated Business Combination Agreement, dated as of September 13, 2021, by and among East Stone Acquisition Corporation, Navy Sail International Limited, JHD Technologies Limited, Yellow River MergerCo Limited, JHD Holdings (Cayman) Limited, Yellow River (Cayman) Limited and, solely for purposes of Section 10.3 and Articles XII and XIII thereof, Double Ventures Holdings Limited

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

East Stone Acquisition Corporation Confirms Funding to Extend Period to Consummate Initial Acquisition

Exhibit 99.1 East Stone Acquisition Corporation Confirms Funding to Extend Period to Consummate Initial Acquisition Burlington, MA, August 25, 2021 ? East Stone Acquisition Corporation (Nasdaq: ESSCU), a publicly traded special purpose acquisition company (?East Stone?), announced today that an aggregate of $1,380,000 (the ?Extension Payment?) has been deposited into East Stone?s trust account for

Promissory Note, dated August 23, 2021, issued by East Stone Acquisition Corporation to JHD Holdings (Cayman) Limited.

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2021 East Stone Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

Promissory Note, dated August 23, 2021, issued by East Stone Acquisition Corporation to JHD Holdings (Cayman) Limited. (4)

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

East Stone Acquisition Corporation Confirms Funding to Extend Period to Consummate Initial Acquisition

Exhibit 99.1 East Stone Acquisition Corporation Confirms Funding to Extend Period to Consummate Initial Acquisition Burlington, MA, August 25, 2021 ? East Stone Acquisition Corporation (Nasdaq: ESSCU), a publicly traded special purpose acquisition company (?East Stone?), announced today that an aggregate of $1,380,000 (the ?Extension Payment?) has been deposited into East Stone?s trust account for

East Stone Acquisition Corporation Announces Sponsor Approval of Extension of Deadline to Complete Business Combination

Exhibit 99.1 East Stone Acquisition Corporation Announces Sponsor Approval of Extension of Deadline to Complete Business Combination Burlington, MA, August 20, 2021 ? East Stone Acquisition Corporation (Nasdaq: ESSCU), a publicly traded special purpose acquisition company (?East Stone?), announced today that its sponsor, Double Venture Holdings Limited (the ?Sponsor?), has requested that East Ston

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2021 East Stone Acquis

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 20, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpor

East Stone Acquisition Corporation Announces Sponsor Approval of Extension of Deadline to Complete Business Combination

Exhibit 99.1 East Stone Acquisition Corporation Announces Sponsor Approval of Extension of Deadline to Complete Business Combination Burlington, MA, August 20, 2021 ? East Stone Acquisition Corporation (Nasdaq: ESSCU), a publicly traded special purpose acquisition company (?East Stone?), announced today that its sponsor, Double Venture Holdings Limited (the ?Sponsor?), has requested that East Ston

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39233 East Stone Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39233 East Stone Acquisi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ☒ TRANSITION REPORT PURSUANT TO SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from July 1, 2020 to December 31, 2020 Commission File Number: 001-39233 East

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

8-K 1 ea142240-8keaststoneacqu.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-392

East Stone Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q

EX-99.1 2 ea142240ex99-1eaststone.htm PRESS RELEASE, DATED JUNE 4, 2021 Exhibit 99.1 East Stone Acquisition Corporation Announces Receipt of Notice from Nasdaq Regarding Late Filing of Quarterly Report on Form 10-Q Burlington, MA, June 4, 2021 – East Stone Acquisition Corporation (Nasdaq: ESSCU) (the “Company”) today announced that it has received a notice (“Notice”) from the Listing Qualification

ESSC / East Stone Acquisition Corp / Feis Lawrence Michael - SCHEDULE 13G Passive Investment

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB Number:3235-0145 Expires:Febuary 28, 2009 Estimated average burden hours per response ....10.4 SCHEDULE 13G Under the Securities and Exchange Act of 1934 (Amendment No. )* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) M

East Stone Acquisition Corporation Confirms Funding to Extend Period to Consummate Initial Acquisition

Exhibit 99.1 East Stone Acquisition Corporation Confirms Funding to Extend Period to Consummate Initial Acquisition Burlington, MA, May 24, 2021 ? East Stone Acquisition Corporation (Nasdaq: ESSCU), a publicly traded special purpose acquisition company (?East Stone?), announced today that an aggregate of $1,380,000 (the ?Extension Payment?) has been deposited into East Stone?s trust account for it

Regulation FD Disclosure, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2021 East Stone Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 21, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorporati

Promissory Note, dated as of May 21, 2021, to JHD Holdings (Cayman) Limited (7)

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

East Stone Acquisition Corporation Confirms Funding to Extend Period to Consummate Initial Acquisition

Exhibit 99.1 East Stone Acquisition Corporation Confirms Funding to Extend Period to Consummate Initial Acquisition Burlington, MA, May 24, 2021 ? East Stone Acquisition Corporation (Nasdaq: ESSCU), a publicly traded special purpose acquisition company (?East Stone?), announced today that an aggregate of $1,380,000 (the ?Extension Payment?) has been deposited into East Stone?s trust account for it

Promissory Note, dated May 21, 2021, issued by East Stone Acquisition Corporation to JHD Holdings (Cayman) Limited.

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

East Stone Acquisition Corporation Announces Sponsor Approval of Extension of Deadline to Complete Business Combination

Exhibit 99.1 East Stone Acquisition Corporation Announces Sponsor Approval of Extension of Deadline to Complete Business Combination Burlington, MA, May 20, 2021 ? East Stone Acquisition Corporation (Nasdaq: ESSCU), a publicly traded special purpose acquisition company (?East Stone?), announced today that its sponsor, Double Venture Holdings Limited (the ?Sponsor?), has requested that East Stone e

East Stone Acquisition Corporation Announces Sponsor Approval of Extension of Deadline to Complete Business Combination

Exhibit 99.1 East Stone Acquisition Corporation Announces Sponsor Approval of Extension of Deadline to Complete Business Combination Burlington, MA, May 20, 2021 ? East Stone Acquisition Corporation (Nasdaq: ESSCU), a publicly traded special purpose acquisition company (?East Stone?), announced today that its sponsor, Double Venture Holdings Limited (the ?Sponsor?), has requested that East Stone e

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2021 East Stone Acquisiti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39233

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number: 001-39233 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 ea136522-8keaststone.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 23, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39

Promissory Note, dated as of February 23, 2021, to Chunyi (Charlie) Hao (5)

Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Form of Lock-Up Agreement

Exhibit 10.1 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of February 16, 2021, by and among (i) JHD Technologies Limited, a Cayman Islands company (?Pubco?), (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative

Business Combination Agreement, dated as of February 16, 2021, by and among East Stone Acquisition Corporation, Navy Sail International Limited, JHD Technologies Limited, Yellow River MergerCo Limited, JHD Holdings (Cayman) Limited, Yellow River (Cayman) Limited and Double Ventures Holdings Limited

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among EAST STONE ACQUISITION CORPORATION, as Purchaser, Navy Sail International Limited, as Purchaser Representative, JHD TECHNOLOGIES LIMITED, as Pubco, YELLOW RIVER MERGERCO LIMITED, as Merger Sub, JHD HOLDINGS (CAYMAN) LIMITED, as the Company, Yellow River (Cayman) Limited, as Primary Seller and Seller Representative, DOUBLE VE

1 CONFIDENTIAL JHD HOLDINGS LIMITED Merchant Enablement Services platform for lower tier China, one of the world’s largest emerging markets February 2021 jhdholdings.com EAST STONE ACQUISITION CORPORATION 2 CONFIDENTIAL 2 JHD HOLDINGS LIMITED Disclai

Exhibit 99.2 1 CONFIDENTIAL JHD HOLDINGS LIMITED Merchant Enablement Services platform for lower tier China, one of the world’s largest emerging markets February 2021 jhdholdings.com EAST STONE ACQUISITION CORPORATION 2 CONFIDENTIAL 2 JHD HOLDINGS LIMITED Disclaimer This presentation has been prepared by JHD Holdings Limited (“JHD”, “JHD Holdings” or the “Company”) and East Stone Acquisiti on Corp

East Stone Acquisition Corporation Announces Business Combination with JHD Holdings (Cayman) Limited, an Innovative Merchant Enablement Platform in Lower-Tier Cities in China

Exhibit 99.1 East Stone Acquisition Corporation Announces Business Combination with JHD Holdings (Cayman) Limited, an Innovative Merchant Enablement Platform in Lower-Tier Cities in China Burlington, MA and Beijing, China, February 18, 2021 /PRNewswire/ - East Stone Acquisition Corporation (Nasdaq: ESSC) (“East Stone”), a publicly traded special purpose acquisition company (“SPAC”), and JHD Holdin

Form of Non-Competition Agreement. (4)

Exhibit 10.2 Execution Version NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of February 16, 2021, by the undersigned security holder of the Company (as defined below) (the ?Subject Party?) in favor of and for the benefit of) JHD Technologies Limited, a Cayman Islands company (?Pubco?), East

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 18, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Merger Prospectus - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 18, 2021 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Business Combination Agreement, dated as of February 16, 2021, by and among East Stone Acquisition Corporation, Navy Sail International Limited, JHD Technologies Limited, Yellow River MergerCo Limited, JHD Holdings (Cayman) Limited, Yellow River (Cayman) Limited and Double Ventures Holdings Limited. (4)

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among EAST STONE ACQUISITION CORPORATION, as Purchaser, Navy Sail International Limited, as Purchaser Representative, JHD TECHNOLOGIES LIMITED, as Pubco, YELLOW RIVER MERGERCO LIMITED, as Merger Sub, JHD HOLDINGS (CAYMAN) LIMITED, as the Company, Yellow River (Cayman) Limited, as Primary Seller and Seller Representative, DOUBLE VE

Founder Share Letter

Exhibit 10.3 Execution Version JHD Holdings (Cayman) Limited 14/F Golden Centre 188 Des Voeux Road Central Hong Kong East Stone Acquisition Corporation 25 Mall Road, Suite 330 Burlington, MA 01803 February 16, 2021 Double Ventures Holdings Limited 19/F On Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong Attn: Chunyi (Charlie) Hao Xiaoma (Sherman) Lu c/o East Stone Acquisition Corporat

Founder Share Letter. (4)

Exhibit 10.3 Execution Version JHD Holdings (Cayman) Limited 14/F Golden Centre 188 Des Voeux Road Central Hong Kong East Stone Acquisition Corporation 25 Mall Road, Suite 330 Burlington, MA 01803 February 16, 2021 Double Ventures Holdings Limited 19/F On Hong Commercial Building 145 Hennessy Road Wanchai, Hong Kong Attn: Chunyi (Charlie) Hao Xiaoma (Sherman) Lu c/o East Stone Acquisition Corporat

Form of Non-Competition Agreement

Exhibit 10.2 Execution Version NON-COMPETITION AND NON-SOLICITATION AGREEMENT THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this ?Agreement?) is being executed and delivered as of February 16, 2021, by the undersigned security holder of the Company (as defined below) (the ?Subject Party?) in favor of and for the benefit of) JHD Technologies Limited, a Cayman Islands company (?Pubco?), East

East Stone Acquisition Corporation Announces Business Combination with JHD Holdings (Cayman) Limited, an Innovative Merchant Enablement Platform in Lower-Tier Cities in China

Exhibit 99.1 East Stone Acquisition Corporation Announces Business Combination with JHD Holdings (Cayman) Limited, an Innovative Merchant Enablement Platform in Lower-Tier Cities in China Burlington, MA and Beijing, China, February 18, 2021 /PRNewswire/ - East Stone Acquisition Corporation (Nasdaq: ESSC) (?East Stone?), a publicly traded special purpose acquisition company (?SPAC?), and JHD Holdin

Form of Lock-Up Agreement. (4)

Exhibit 10.1 Execution Version LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of February 16, 2021, by and among (i) JHD Technologies Limited, a Cayman Islands company (?Pubco?), (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative

1 CONFIDENTIAL JHD HOLDINGS LIMITED Merchant Enablement Services platform for lower tier China, one of the world’s largest emerging markets February 2021 jhdholdings.com EAST STONE ACQUISITION CORPORATION 2 CONFIDENTIAL 2 JHD HOLDINGS LIMITED Disclai

Exhibit 99.2 1 CONFIDENTIAL JHD HOLDINGS LIMITED Merchant Enablement Services platform for lower tier China, one of the world’s largest emerging markets February 2021 jhdholdings.com EAST STONE ACQUISITION CORPORATION 2 CONFIDENTIAL 2 JHD HOLDINGS LIMITED Disclaimer This presentation has been prepared by JHD Holdings Limited (“JHD”, “JHD Holdings” or the “Company”) and East Stone Acquisiti on Corp

East Stone Acquisition Corp

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 East Stone Acquisition Corp (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* East Stone Acquisition Corp (Name of Issuer) Ordinary Share, no par value (Title of Class of Securities)

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* East Stone Acquisition Corp (Name of Issuer) Ordinary Share, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-39233 East Stone Acqu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* East Stone Acquisition Corp (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities)

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* East Stone Acquisition Corp (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )*

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the

East Stone Acquisition Corporation

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D108 (CUSIP Number) January 5, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

Investor Presentation, dated November 2020.

Exhibit 99.1 Ufin Holdings Limited 优飞集团有限公司 INVESTOR PRESENTATION November 2020 Disclaimer This presentation has been prepared by Ufin Holdings Limited (“ Ufin ”) and East Stone Acquisition Corporation (“East Stone”) to assist interested parties in making their own evaluation with respect to the proposed business combination between Ufin and East Stone and for no other purpose . The data contained

- CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Ufin Holdings Limited 优飞集团有限公司 INVESTOR PRESENTATION November 2020 Disclaimer This presentation has been prepared by Ufin Holdings Limited (“ Ufin ”) and East Stone Acquisition Corporation (“East Stone”) to assist interested parties in making their o

Exhibit 99.1 Ufin Holdings Limited 优飞集团有限公司 INVESTOR PRESENTATION November 2020 Disclaimer This presentation has been prepared by Ufin Holdings Limited (“ Ufin ”) and East Stone Acquisition Corporation (“East Stone”) to assist interested parties in making their own evaluation with respect to the proposed business combination between Ufin and East Stone and for no other purpose . The data contained

Regulation FD Disclosure, Financial Statements and Exhibits - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Ufin Holdings Limited 优飞集团有限公司 INVESTOR PRESENTATION November 2020 Disclaimer This presentation has been prepared by Ufin Holdings Limited (“ Ufin ”) and East Stone Acquisition Corporation (“East Stone”) to assist interested parties in making their o

Exhibit 99.1 Ufin Holdings Limited 优飞集团有限公司 INVESTOR PRESENTATION November 2020 Disclaimer This presentation has been prepared by Ufin Holdings Limited (“ Ufin ”) and East Stone Acquisition Corporation (“East Stone”) to assist interested parties in making their own evaluation with respect to the proposed business combination between Ufin and East Stone and for no other purpose . The data contained

Merger Prospectus - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 23, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-39233 East Stone Acqu

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpo

Merger Prospectus -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpo

Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpo

Amended and Restated Business Combination Agreement, dated as of November 9, 2020, by and among East Stone Acquisition Corporation, Sherman Xiaoma Lu, in the capacity as the Purchaser Representative, Ufin Holdings Limited, Ufin Tek Limited, Ufin Mergerco Limited, Ufin Investment Limited and Yingkui Liu, in the capacity as a Seller Representative (incorporated by reference to Annex A of East Stone’s preliminary proxy statement/prospectus on Schedule 14A filed with the SEC on November 12, 2020)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant S Filed by a Party other than the Registrant ? Check the appropriate box: S Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Business Combination Agreement, dated as of September 21, 2020, by and among East Stone Acquisition Corporation, Sherman Xiaoma Lu, in the capacity as the Purchaser Representative, Ufin Holdings Limited, Ufin Tek Limited, Ufin Mergerco Limited, Ufin Investment Limited and Yingkui Liu, in the capacity as a Seller Representative.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among EAST STONE ACQUISITION CORPORATION, as Purchaser, SHERMAN XIAOMA LU, in the capacity as the Purchaser Representative, UFIN TEK LIMITED as Pubco UFIN MERGERCO LIMITED as Merger Sub UFIN HOLDINGS LIMITED as the Company, UFIN INVESTMENT LIMITED as the Seller, LIU YINGKUI in the capacity as the Seller Representative Dated as of

Form of Lock-Up Agreement for certain Designated Share Recipients.

Exhibit 10.2 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2020, by and among (i) Ufin TeK Limited, a British Virgin Islands company (“Pubco”), (ii) Sherman Xiaoma Lu, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accord

Financial Statements and Exhibits, Entry into a Material Definitive Agreement - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incor

Merger Prospectus - CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 21, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incor

Business Combination Agreement, dated as of September 21, 2020, by and among East Stone Acquisition Corporation, Sherman Xiaoma Lu, in the capacity as the Purchaser Representative, Ufin Holdings Limited, Ufin Tek Limited, Ufin Mergerco Limited, Ufin Investment Limited and Yingkui Liu, in the capacity as a Seller Representative.

Exhibit 2.1 Execution Version BUSINESS COMBINATION AGREEMENT by and among EAST STONE ACQUISITION CORPORATION, as Purchaser, SHERMAN XIAOMA LU, in the capacity as the Purchaser Representative, UFIN TEK LIMITED as Pubco UFIN MERGERCO LIMITED as Merger Sub UFIN HOLDINGS LIMITED as the Company, UFIN INVESTMENT LIMITED as the Seller, LIU YINGKUI in the capacity as the Seller Representative Dated as of

Form of Lock-Up Agreement for certain Designated Share Recipients.

Exhibit 10.2 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2020, by and among (i) Ufin TeK Limited, a British Virgin Islands company (“Pubco”), (ii) Sherman Xiaoma Lu, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accord

Form of Lock-Up Agreement for Seller and Officers.

Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2020, by and among (i) Ufin TeK Limited, a British Virgin Islands company (“Pubco”), (ii) Sherman Xiaoma Lu, in the capacity under the Business Combination Agreement (as defined below) as the Purchaser Representative (including any successor Purchaser Representative appointed in accord

Form of Lock-Up Agreement for Seller and Officers.

EX-10.1 3 ea127243ex10-1eaststone.htm FORM OF LOCK-UP AGREEMENT FOR SELLER AND OFFICERS. Exhibit 10.1 FORM OF LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of , 2020, by and among (i) Ufin TeK Limited, a British Virgin Islands company (“Pubco”), (ii) Sherman Xiaoma Lu, in the capacity under the Business Combination Agreement (as defined below) as the Purch

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. (6)

Exhibit 4.7 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURUSANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of June 30, 2020, East Stone Acquisition Corporation (“we,” “our,” “us” or the “company”) had four class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): its units, ordinary shares, warrants

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39233 East Stone Acquisitio

Quarterly Report - QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to. Commission File Number: 001-39233 East Stone Acquisit

ESSC / East Stone Acquisition Corporation / GLAZER CAPITAL, LLC - 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares (Title of Class of Securities) G2911D124 (CUSIP Number) March 13, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ý

East Stone Acquisition Corporation Announces the Separate Trading of its Ordinary Shares, Warrants and Rights

Exhibit 99.1 East Stone Acquisition Corporation Announces the Separate Trading of its Ordinary Shares, Warrants and Rights NEW YORK, NY, March 13, 2020 ? East Stone Acquisition Corporation (Nasdaq: ESSCU) (the ?Company?) announced today that, commencing March 17, 2020, holders of the 13,800,000 units sold in the Company?s initial public offering may elect to separately trade the Company?s ordinary

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 13, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorpora

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* East Stone Acquisition Corporation (Name of Issuer) Ordinary Shares, no par value (Title of Class of Securities) G2911D 108 (CUSIP Number) Xiaoma (Sherman) Lu Chief Executive Officer 25 Mall Road, Suite 330 Burlington, MA 01803 Telephone: (781) 202 9128 (Name, Address

Joint Filing Agreement, by and among the Reporting Persons.

Exhibit 99.6 JOINT FILING AGREEMENT AGREEMENT dated as of March 5, 2020 by and among Double Ventures Holdings Limited, a British Virgin Islands company, Chunyi Hao and Fan Yu (together, the ?Parties?). Each Party hereto represents to the other Party that it is eligible to use Schedule 13D to report its/his/her beneficial ownership of ordinary shares, no par value, of East Stone Acquisition Corpora

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorporat

Share Escrow Agreement, dated as of March 4, 2020, by and among the Company, the Initial Shareholders and Continental Stock Transfer & Trust Company. (2)

Exhibit 10.1 SHARE ESCROW AGREEMENT SHARE ESCROW AGREEMENT, dated as of March 4, 2020 (?Agreement?), by and among East Stone Acquisition Corporation, a British Virgin Islands company (the ?Company?), the individuals and entities listed on the signature pages hereto (each, an ?Initial Shareholder? and, collectively, the ?Initial Shareholders?) and Continental Stock Transfer & Trust Company, LLC, a

Report of Independent Registered Public Accounting Firm

Exhibit 99.1 Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of East Stone Acquisition Corporation Opinion on the Financial Statement We have audited the accompanying balance sheet of East Stone Acquisition Corporation (the "Company") as of February 24, 2020 and the related notes (collectively referred to as the "financial statement"). In our

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 24, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Letter Agreement, dated February 19, 2020, by and among the Company, its initial shareholders, anchor investors, directors and officer. (1)

Exhibit 10.1 February 19, 2020 East Stone Acquisition Corporation 25 Mall Road, Suite 330 Burlington, MA 01803 Attn: Xiaoma (Sherman) Lu, Chief Executive Officer I-Bankers Securities, Inc. 535 5th Ave Suite 423 New York, New York 10017 Attn.: Mike McCrory, Chief Executive Officer Re: Initial Public Offering Gentlemen: This letter is being delivered to you in accordance with the Underwriting Agreem

Indemnity Agreement, dated as of February 19, 2020, by and between the Company and Sanjay Prasad. (1)

Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the ?Company?), and Sanjay Prasad (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as off

Investment Management Trust Agreement, dated February 19, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Agreement is made as of February 19, 2020 by and between East Stone Acquisition Corporation, a British Virgin Islands company (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Nos. 333-235949 and 333-236527 (?Regis

Specimen Unit Certificate. (1)

Exhibit 4.3 NUMBER U- UNITS SEE REVERSE FOR CERTAIN DEFINITIONS EAST STONE ACQUISITION CORPORATION G2911D 124 UNITS CONSISTING OF ONE ORDINARY SHARE, ONE RIGHT AND ONE WARRANT THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) ordinary share, no par value per share, of East Stone Acquisition Corporation, a British Virgin Islands company (the ?Company?), one (1) right

Unit Subscription Agreement, dated as of February 24, 2020, by and between the Company and I-Bankers. (1)

Exhibit 10.5 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this February 24, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company (the ?Company?), having its principal place of business at 25 Mall Road, Suite 330, Burlington, MA 01803, and I-Bankers Securities Inc. (the ?Purchaser?). WHEREAS, the Company

Indemnity Agreement, dated as of February 19, 2020, by and between the Company and Xiaoma (Sherman) Lu. (1)

Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the ?Company?), and Xiaoma (Sherman) Lu (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations a

Rights Agreement, dated as of February 19, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent. (1)

Exhibit 4.2 RIGHTS AGREEMENT This Rights Agreement (this ?Agreement?) is made as of February 19, 2020 between East Stone Acquisition Corporation, a British Virgin Islands company, with offices at 25 Mall Road, Suite 330, Burlington, MA 01803 (?Company?), and Continental Stock Transfer& Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (?R

Underwriting Agreement, dated February 19, 2020, by and between the Company and I-Bankers.

Exhibit 1.1 12,000,000 Units East Stone Acquisition Corporation UNDERWRITING AGREEMENT February 19, 2020 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, East Stone Acquisition Corporation, a business company incorporated in the British Virgin Islands (?Company?), her

Indemnity Agreement, dated as of February 19, 2020, by and between the Company and William Zielke. (1)

Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the ?Company?), and William Zielke (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as of

Unit Subscription Agreement, dated as of February 24, 2020, by and between the Company and Cheng Zhao. (1)

Exhibit 10.7 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this February 24, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company (the ?Company?), having its principal place of business at 25 Mall Road, Suite 330, Burlington, MA 01803, and Cheng Zhao (the ?Purchaser?). WHEREAS, the Company desires to sell

East Stone Acquisition Corporation Announces Pricing of Upsized $120 Million Initial Public Offering

Exhibit 99.1 East Stone Acquisition Corporation Announces Pricing of Upsized $120 Million Initial Public Offering NEW YORK, Feb. 19, 2020 (GLOBE NEWSWIRE) - East Stone Acquisition Corporation (NASDAQ: ESSCU, the ?Company?) announced today that it has priced its upsized initial public offering of 12,000,000 units at $10.00 per unit. The units are expected to be listed on The NASDAQ Capital Market (

Warrant Agreement, dated as of February 19, 2020, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)

Exhibit 4.1 WARRANT AGREEMENT This Warrant Agreement (this ?Agreement?) is made as of February 19, 2020 between East Stone Acquisition Corporation, a British Virgin Islands company, with offices at 25 Mall Road, Suite 330, Burlington, MA 01803 (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10

Business Combination Marketing Agreement, dated February 19, 2020, by and between the Company and I-Bankers

Exhibit 1.2 I-Bankers Securities, Inc. 535 5th Avenue Suite 423 New York, New York 10017 February 19, 2020 East Stone Acquisition Corporation 25 Mall Road, Suite 330 Burlington, MA 01803 Ladies and Gentlemen: This is to confirm our agreement whereby East Stone Acquisition Corporation, a British Virgin Islands company (?Company?), has requested I-Bankers Securities, Inc. (the ?Advisor?) to serve as

Specimen Warrant Certificate. (1)

Exhibit 4.5 NUMBER (SEE REVERSE SIDE FOR LEGEND) THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW WARRANTS EAST STONE ACQUISITION CORPORATION CUSIP G2911D 116 WARRANT THIS CERTIFIES THAT, for value received is the registered holder of a warrant or warrants (the ?Warrant?), expiring at 5:00 p.m., New York

Registration Rights Agreement, dated as of February 19, 2020, by and between the Company and certain securityholders. (1)

Exhibit 10.8 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is entered into as of February 19, 2020, by and among East Stone Acquisition Corporation, a British Virgin Islands company (the ?Company?), the undersigned parties listed under Investors on the signature page hereto (each, an ?Investor? and collectively, the ?Investors?), and any other holder of Regist

Indemnity Agreement, dated as of February 19, 2020, by and between the Company and Michael S. Cashel. (1)

Exhibit 10.11 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the ?Company?), and Michael S. Cashel (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 19, 2020 East Stone Acquisition Corporation (Exact name of registrant as specified in its charter) British Virgin Islands 001-39233 N/A (State or other jurisdiction of incorp

Indemnity Agreement, dated as of February 19, 2020, by and between the Company and Chunyi (Charlie) Hao. (1)

Exhibit 10.10 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of February 19, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company organized with limited liability (the ?Company?), and Chunyi (Charlie) Hao (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations

Specimen Ordinary Shares Certificate (1)

Exhibit 4.4 NUMBER SHARES C EAST STONE ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS ORDINARY SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G2911D108 This Certifies that CUSIP G40981 139 is the owner of FULLY PAID AND NON-ASSESSABLE ORDINARY SHARES OF NO PAR VALUE OF EAST STONE ACQUISITION CORPORATION transferable on the books of the Company in person or by d

Administrative Support Agreement, dated February 19, 2020, by and between the Company and East Stone Capital Limited. (1)

Exhibit 10.3 EAST STONE ACQUISITION CORPORATION 25 Mall Road, Suite 330 Burlington, MA 01803 February 19, 2020 East Stone Capital Limited 25 Mall Road, Suite 330 Burlington, MA 01803 Attn: Sherman Xiaoma Lu Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between East Stone Acquisition Corporation (the ?Company?), on the one hand, and East Stone Capital Limit

Unit Subscription Agreement, dated as of February 24, 2020, by and between the Company and Hua Mao. (1)

Exhibit 10.6 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this February 24, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company (the ?Company?), having its principal place of business at 25 Mall Road, Suite 330, Burlington, MA 01803, and Hua Mao (the ?Purchaser?). WHEREAS, the Company desires to sell on

Amended and Restated Memorandum and Articles of Association. (1)

Exhibit 3.1 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT 2004 MEMORANDUM OF ASSOCIATION OF east stone ACQUISITION CORPoration A COMPANY LIMITED BY SHARES AMENDED AND RESTATED ON 8 OCTOBER 2018 AND ON 19 FEBRUARY 2020 1 NAME The name of the Company is East Stone Acquistion Corporation. 2 STATUS The Company shall be a company limited by shares. 3 REGISTERED OFFICE AND REGIS

Unit Subscription Agreement, dated as of February 24, 2020, by and between the Company and the Sponsor. (1)

Exhibit 10.4 UNIT SUBSCRIPTION AGREEMENT This UNIT SUBSCRIPTION AGREEMENT (this ?Agreement?) is made as of this February 24, 2020, by and between East Stone Acquisition Corporation, a British Virgin Islands business company (the ?Company?), having its principal place of business at 25 Mall Road, Suite 330, Burlington, MA 01803, and Double Ventures Holdings Limited, a British Virgin Islands busines

Specimen Right Certificate. (1)

Exhibit 4.6 NUMBER RIGHTS R EAST STONE ACQUISITION CORPORATION A BRITISH VIRGIN ISLANDS COMPANY RIGHT SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP G2911D132 THIS CERTIFIES THAT, for value received is the registered holder of a right or rights (the ?Right?) to receive one-tenth of one ordinary share, no par value per share (?Ordinary Share?), of East Stone Acquisition Corporation (the ?Company?) for e

$120,000,000 East Stone Acquisition Corporation 12,000,000 Units

Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-235949 and 333-236527 Prospectus $120,000,000 East Stone Acquisition Corporation 12,000,000 Units East Stone Acquisition Corporation is a blank check company incorporated in the British Virgin Islands as a business company and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchas