October 8, 2019
Sherman Xiaoma Lu
Chief Executive Officer
East Stone Acquisition Corporation
A1202 Investment Plaza
No. 27 Finance Street, Xicheng District
Beijing, China 100033
Re: East Stone Acquisition Corporation
Draft Registration Statement on Form S-1
Submitted September 13, 2019
CIK No. 0001760683
Dear Mr. Lu:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Confidential Draft Submission No. 1 on Form S-1 filed September 13, 2019
Prospectus Cover Page, page i
1. We note your disclosure elsewhere that you expect the ordinary shares
and warrants to
begin separate trading on the 90th day following the date of your
prospectus unless
Chardan determines that an earlier date is acceptable. Please revise
your cover page to
disclose when you expect separate trading to occur and the factors
Chardan will consider
in determining whether to allow separate trading.
Sherman Xiaoma Lu
FirstName LastNameSherman Xiaoma Lu
East Stone Acquisition Corporation
Comapany 2019
October 8, NameEast Stone Acquisition Corporation
Page 2
October 8, 2019 Page 2
FirstName LastName
Summary
Market Opportunity, page 3
2. We note your disclosure that you intend to focus on businesses within
the fintech business
space, including the "insurtech" area. Please revise to provide a more
specific discussion
of "insurtech," including a clear description of the services that may
be provided within
that area.
3. Please disclose the name and date of each third-party publication and
report from which
you have derived the market and industry data that is used throughout
the prospectus at
first use. In this regard, we note you reference certain market and
industry data from
reports prepared by Accenture and KPMG.
Investment Criteria , page 4
4. You disclose that you intend to acquire companies or assets with an
enterprise value
between $200 million and $1 billion. Please expand your disclosure to
clarify that if you
consummate a business combination in accordance with your intended
criteria, additional
consideration may be required to supplement the estimated net proceeds
from this offering
of $50,000,000 and discuss alternative financing methods you will
consider in order to
complete such transaction. In addition, please reconcile this
disclosure with your
disclosure at page 39 that you believe the net proceeds of this
offering will be sufficient to
allow you to consummate a business combination.
Risk Factors, page 19
5. The description of your officers' and directors' experience on pages
88 and 89 indicates
that your officers and directors are located outside of the United
States. Please advise
whether your executive officers and directors reside in the United
States. If not, please
include a risk factor addressing the risk to U.S. stockholders of
effecting service of
process, enforcing judgments and bringing original actions in foreign
courts to enforce
liabilities based on the U.S. federal securities laws.
Use of Proceeds, page 56
6. We note you disclose that you intend to repay $126,000 in loans and
advances from your
initial shareholder from the proceeds of this offering and that you
will repay $25,050 to an
affiliate of your initial shareholder upon consummation of this
offering. We also note that
footnote (2) to your capitalization table on page 44 indicates that
you intend to repay
$135,000 to a related party and third party concurrently with this
offering. Please
reconcile these disclosures and revise your tabular disclosure here
and the disclosure on
page 64 to quantify the amount of net proceeds that will be used to
repay loans and
advances from these related parties.
Sherman Xiaoma Lu
East Stone Acquisition Corporation
October 8, 2019
Page 3
General
7. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
8. Please ensure that the registration statement is signed by an authorized
representative in
the United States. See Instruction 1 to Signatures in Form S-1. In
addition, please ensure
there is an agent for service of process designated in the United States.
You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or
Mark
Wojciechowski, Staff Accountant, at (202) 551-3759 if you have questions
regarding comments
on the financial statements and related matters. Please contact Anuja A.
Majmudar, Attorney-
Adviser, at (202) 551-3844 or, in her absence, Karina Dorin, Attorney-Adviser,
at (202) 551-
3763 with any other questions.
Sincerely,
FirstName LastNameSherman Xiaoma Lu
Division of
Corporation Finance
Comapany NameEast Stone Acquisition Corporation
Office of Energy &
Transportation
October 8, 2019 Page 3
cc: Barry Grossman
FirstName LastName