January 27, 2020
Sherman Xiaoma Lu
Chief Executive Officer
East Stone Acquisition Corporation
25 Mall Road, Suite 330
Burlington, MA 01803
Re: East Stone Acquisition Corporation
Registration Statement on Form S-1
Filed January 17, 2020
File No. 333-235949
Dear Mr. Lu:
We have reviewed your 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 amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1
Summary
General, page 2
1. We note you disclose that your business strategy is to utilize your
management team's past
to identify and complete your initial business combination. However, you
also disclose
that you will engage I-Bankers to introduce you to potential investors
that are interested in
purchasing your securities in connection with your initial business
combination. Please
clarify whether I-Bankers will assist you in identifying and evaluating
possible acquisition
candidates pursuant to the Business Combination Marketing Agreement and
file the
agreement as an exhibit. See Item 601(b)(10)(ii)(A) of Regulation S-K.
Sherman Xiaoma Lu
East Stone Acquisition Corporation
January 27, 2020
Page 2
Exhibits
2. Please revise Exhibit 5.2 to reflect that the company is registering
11,500,000 million
units rather than 115,000,000 million units.
3. We note that the form of warrant agreement filed as Exhibit 4.5 and the
form of rights
agreement filed as Exhibit 4.6 provide that the company agrees that any
action,
proceeding or claim against it arising out of or relating in any way to
the agreement shall
be brought and enforced in the courts of the State of New York or the
United States
District Court for the Southern District of New York, and irrevocably
submits to such
jurisdiction, "which jurisdiction shall be exclusive." If this provision
requires investors in
this offering to bring any such action, proceeding or claim in the courts
of the State of
New York or the United States District Court for the Southern District of
New York,
please disclose such provision in your registration statement, and
disclose whether this
provision applies to actions arising under the Securities Act or Exchange
Act. If the
provision applies to actions arising under the Securities Act or Exchange
Act, please also
add related risk factor disclosure. If this provision does not apply to
actions arising under
the Securities Act or Exchange Act, please also ensure that the provision
in the warrant
agreement and rights agreement states this clearly.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
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
January 27, 2020 Page 2
cc: Barry Grossman, Esq.
FirstName LastName