ESSC SEC filings, in plain English
Everything East Stone Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 2 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: DEFM14A: definitive proxy statement/prospectus for East Stone Acquisition Corporation's combination with ICONIQ Holding Limited under the Business Combination Agreement dated April 15, 2022, as amended September 28, 2022. The issuer of every registered security is NWTN Inc., a Cayman Islands company, not East Stone: up to 7,175,437 Class B ordinary shares, 14,840,000 warrants, 7,765,000 ordinary shares issuable on exercise of those warrants and 1,415,000 ordinary shares issuable on conversion of rights. The meeting, a special meeting in lieu of an annual meeting, is set for November 7, 2022. Why it matters: The registered cover count is a fraction of what is being issued: the Share Issuance Proposal covers up to approximately 248,590,154 newly issued ordinary shares in the combination, up to 38,986,355 to PIPE investors and about 97,466 on conversion of convertible notes. The $400,000,000 PIPE prices at the lower of $10.26 or the redemption price. After it, East Stone's IPO public shareholders hold about 1.0% of Pubco's ordinary shares and 0.3% of the voting power, the sponsor and initial shareholders 1.3% and 0.3%, the Sellers 82.2% and 95.1%, and the PIPE investors 13.3% and 3.6%.
outside date1 moved
- Outside date
- 2022-02-242022-11-24
SpacBrain reads this as 273 days later than the previous record.
The clause …“On August 26, 2022, East Stone provided notice to ICONIQ that it extended the Outside Date (as defined in the Business Combination Agreement), by three additional months, to November 24, 2022. Between June 21, 2022 and September 23,”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-06-09trust $33.5M → $33.5M +0%deadline 2022-08-24 → 2023-02-24
trust account, combination deadline, redeemable shares +22 moved · 3 with no prior record of ours
- Trust account
- $33.5M$33.5M
- Combination deadline
- 2022-08-242023-02-24
- Redeemable shares
- not previously extracted3.26M
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus on businesses primarily operati… · unchanged
SpacBrain reads this as $38,376 was added to the trust between the two filings.
The clause “Prepaid expenses 99,708 25,750 Total current assets 103,427 64,335 Investments held in trust account 33,541,649 33,504,825 TOTAL ASSETS $ 33,645,076 $ 33,569,160 LIABILITIES, ORDINARY SHARES SUBJECTION TO POSSIBLE REDEMPTION AND”…
SpacBrain reads this as 184 days later than the previous record.
The clause “Company do not approve the proposal to extend the date from August 24, 2022 to February 24, 2023, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than”…
The clause …“future events. Accordingly, as of June 30, 2022 and December 31, 2021, 3,264,744 and 3,265,105 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, respectively, outside of the”…
The clause …“24, 2022. The liquidity condition and date for mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern through August 24, 2022, the scheduled liquidation date of the Company. The”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
- What changed vs 2022-02-10deadline 2022-08-24 → 2023-02-24
combination deadline, sponsor loans outstanding, trust account1 moved · 2 with no prior record of ours
- Combination deadline
- 2022-08-242023-02-24
- Sponsor loans outstanding
- not previously extracted$477K
- Trust account
- $108.1M · unchanged
SpacBrain reads this as 184 days later than the previous record.
The clause …“with the following: “23.2 In the event that East Stone fails to consummate a Business Combination by February 24, 2023 (such date or later date, as applicable, being referred to as the Termination Date ), such failure shall trigger an”…
The clause …“East Stone’s initial business combination. As of August 2, 2022, East Stone borrowed an aggregate of $477,027 under the East Stone Promissory Note; • Xiaoma (Sherman) Lu, East Stone’s Chief Executive Officer and a member of its board”…
The clause …“Extension”). As of January 27, 2022, there was approximately $33,505,073.45 held in the Trust Account following the redemption of $108,088,023 exercised by shareholders of East Stone on November 24, 2021. On January 31, 2022, certain”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary proxy statement/prospectus, subject to completion, dated July 25, 2022, for a special meeting in lieu of an annual meeting of East Stone Acquisition Corporation, a British Virgin Islands business company. Under the business combination agreement dated April 15, 2022 with Navy Sail International Limited, NWTN Inc. as Pubco, Muse Merger Sub I Limited, Muse Merger Sub II Limited and ICONIQ Holding Limited, First Merger Sub merges into ICONIQ and Second Merger Sub merges into East Stone, leaving both as wholly owned subsidiaries of Pubco. Why it matters: The issuer of every registered security is NWTN Inc., a Cayman Islands company, so East Stone holders exchange into Pubco securities rather than keeping their own. The prospectus cover leaves every registered amount blank — it offers up to bracketed counts of Class B ordinary shares, warrants, and shares issuable on warrants and on conversion of rights — so this version registers no stated quantity of anything. The PIPE price floats too: under subscription agreements entered on April 21 and June 15, 2022, two investors buy at the lower of $10.26 or the East Stone per-share redemption price.
- What changed vs 2021-11-15trust $141.6M → $33.5M -76%deadline 2022-02-24 → 2022-08-24
trust account, combination deadline, going-concern doubt +22 moved · 3 with no prior record of ours
- Trust account
- $141.6M$33.5M
- Combination deadline
- 2022-02-242022-08-24
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus on businesses primarily operati… · unchanged
- Redeemable shares
- 13.8Mnot matched in this filing
SpacBrain reads this as $108,101,148 left the trust between the two filings.
The clause “5 Prepaid expenses 26,250 25,750 Total current assets 39,779 64,335 Investments held in trust account 33,503,273 33,504,825 TOTAL ASSETS $ 33,543,052 $ 33,569,160 LIABILITIES AND SHAREHOLDERS’ DEFICIT Current Liabilities Accrued expenses”…
SpacBrain reads this as 181 days later than the previous record.
The clause “Concern,” management has determined that if the Company is unable to complete a Business Combination by August 24, 2022, and if a further extension to February 24, 2023 is not approved by the Company’s shareholders, then the Company will”…
The clause …“24, 2022. The liquidity condition and date for mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern through August 24, 2022, the scheduled liquidation date of the Company. The”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.