On April 15, 2022, East Stone Acquisition Corporation, a British Virgin Island business company (East Stone), entered into a Business Combination Agreement providing for the business combination of East Stone and ICONIQ Holding Limited under a new holding company named NWTN Inc., a Cayman Islands company ( Pubco or NWTN). The transaction represents a pre-combination valuation of $2.5bn ($2,500,000,000) for NWTN upon closing.
On April 21, East Stone and the NWTN entered into a subscription agreement with an investor (April PIPE Investor), the NWTN agreed to issue and sell to the April PIPE Investor.
What does the latest NWTN agreement mean?
The April PIPE Investor agreed to subscribe for and purchase, certain ordinary shares of the NWTN for a purchaser price at the lower of (i) $10.26 or (ii) the amount equal to the price at which each ordinary share of East Stone is redeemed or converted pursuant to the redemption and at an aggregate purchase price of $200m, in a private placement.
On June 15, East Stone and NWTN entered into a subscription agreement (June PIPE Subscription Agreement) with a second investor (June PIPE Investor), on the same terms as the April PIPE, the NWTN has agreed to issue and sell to the June PIPE Investor, and the June PIPE Investor has agreed to subscribe for and purchase, certain ordinary shares of the NWTN at the Per Share Price for an aggregate purchase price of $200m, in a private placement.
The June PIPE is meant to help raise additional capital for use following the closing of the Business Combination. The June PIPE Subscription Agreement contains warranties of each of East Stone, NWTN and the June PIPE Investor, and conditions to closing, including the consummation of the business combination between East Stone and ICONIQ Holding Limited.