United States securities and exchange commission logo
July 6, 2022
Brandon Dong
SVP, Capital Markets
NWTN, Inc.
Office 114-117, Floor 1, Building A1
Dubai Digital Park, Dubai Silicon Oasis
Dubai, UAE
Re: NWTN, Inc.
Registration
Statement Filed on Form F-4
Filed June 7, 2022
File No. 377-06220
Dear Mr. Dong:
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.
Form F-4 filed June 7, 2022
Cover Page
1. Please disclose
prominently on the prospectus cover page that you are not a Chinese
operating company but a
Cayman Islands holding company with operations conducted by
your subsidiaries.
Provide a cross-reference to your detailed discussion of risks facing the
company and the
offering as a result of this structure.
2. Provide prominent
disclosure about the legal and operational risks associated with being
based in or having the
majority of the company s operations in China. Your disclosure
should make clear
whether these risks could result in a material change in your operations
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and/or the value of the securities you are registering for sale or
could significantly limit or
completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless. Your disclosure
should address how recent statements and regulatory actions by China
s government, such
as those related to the use of variable interest entities and data
security or anti-monopoly
concerns, have or may impact the company s ability to conduct its
business, accept
foreign investments, or list on a U.S. or other foreign exchange.
Please disclose whether
your auditor is subject to the determinations announced by the PCAOB
on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act
and related
regulations will affect your company. Your prospectus summary should
address, but not
necessarily be limited to, the risks highlighted on the prospectus
cover page.
3. Clearly disclose how you will refer to the holding company and
subsidiaries when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. Refrain from using terms such as we or
our when describing
activities or functions of a subsidiary. Disclose clearly the entity
(including the domicile)
in which investors are purchasing an interest.
4. Provide a description of how cash is transferred through your
organization and disclose
your intentions to distribute earnings or settle amounts owed. State
whether any transfers,
dividends, or distributions have been made to date between the holding
company, its
subsidiaries or to investors, and quantify the amounts where
applicable. Provide cross-
references to the condensed consolidating schedule and the
consolidated financial
statements.
5. Please explain clearly what East Stone's public shareholders and
affiliates will receive in
connection with the transactions.
6. From your disclosure on page 18, it appears approval of each proposal
is assured. If so,
revise to disclose and highlight this information for investors.
East Stone, page 26
7. Your document generally and this section specifically lists numerous
agreements you have
entered into in relation to extensions and prior merger agreements.
Revise to clarify for
each whether the agreement was terminated or remains in effect and, if
it remains in
effect, the impact/risks to investors.
Prospectus Summary, page 37
8. In your summary of risk factors, please disclose the risks that having
a significant amount
of the company s operations in China poses to investors. In
particular, describe the
significant regulatory, liquidity, and enforcement risks with
cross-references to the more
detailed discussion of these risks in the prospectus. For example,
specifically discuss risks
arising from the legal system in China, including risks and
uncertainties regarding the
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enforcement of laws and that rules and regulations in China can change
quickly with little
advance notice; and the risk that the Chinese government may intervene
or influence your
operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in your operations and/or the value of the securities you are
registering for sale.
Acknowledge any risks that any actions by the Chinese government to
exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers could significantly limit or completely hinder
your ability to offer
or continue to offer securities to investors and cause the value of
such securities to
significantly decline or be worthless.
9. Disclose each permission or approval that you or your subsidiaries are
required to obtain
from Chinese authorities to operate your business and to offer the
securities being
registered to foreign investors. State whether you or your
subsidiaries are covered by
permissions requirements from the China Securities Regulatory
Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental
agency that is
required, and state affirmatively whether you have received all
requisite permissions or
approvals and whether any permissions or approvals have been denied.
Please also
describe the consequences to you and your investors if you or your
subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future.
10. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed.
Quantify any cash flows and
transfers of other assets by type that have occurred between the
holding company and its
subsidiaries and direction of transfer. Quantify any dividends or
distributions that a
subsidiary has made to the holding company and which entity made such
transfer, and
their tax consequences. Similarly quantify dividends or distributions
made to U.S.
investors, the source, and their tax consequences. Your disclosure
should make clear if no
transfers, dividends, or distributions have been made to date.
Describe any restrictions on
foreign exchange and your ability to transfer cash between entities,
across borders, and to
U.S. investors. Describe any restrictions and limitations on your
ability to distribute
earnings from the company, including your subsidiaries, to the parent
company and U.S.
investors as well as the ability to settle amounts owed.
11. Disclose that trading in your securities may be prohibited under the
Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot
inspect or investigate
completely your auditor, and that as a result an exchange may
determine to delist your
securities. Disclose whether your auditor is subject to the
determinations announced by
the PCAOB on December 16, 2021.
Selected Historical Financial Information - ICONIQ, page 39
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12. Please remove the reference to cash flow data in the first paragraph
since you do not
present this information in your table.
Risk Factors, page 45
13. Regarding the Holding Foreign Companies Accountable Act, please expand
your risk
factors to disclose that the United States Senate has passed the
Accelerating Holding
Foreign Companies Accountable Act, which, if enacted, would decrease
the number of
non-inspection years from three years to two years, and thus,
would reduce the time
before your securities may be prohibited from trading or delisted.
Update your disclosure
to reflect that the Commission adopted rules to implement the HFCAA
and that, pursuant
to the HFCAA, the PCAOB has issued its report notifying the Commission
of its
determination that it is unable to inspect or investigate completely
accounting firms
headquartered in mainland China or Hong Kong.
14. Given the Chinese government s significant oversight and discretion
over the conduct of
your business, please revise to highlight separately the risk that the
Chinese government
may intervene or influence your operations at any time, which could
result in a material
change in your operations and/or the value of the securities you are
registering. Also,
given recent statements by the Chinese government indicating an intent
to exert more
oversight and control over offerings that are conducted overseas
and/or foreign investment
in China-based issuers, acknowledge the risk that any such action
could significantly limit
or completely hinder your ability to offer or continue to offer
securities to investors and
cause the value of such securities to significantly decline or be
worthless.
15. In light of recent events indicating greater oversight by the
Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to
list on a foreign
exchange, please revise your disclosure to explain how this oversight
impacts your
business and your offering and to what extent you believe that you are
compliant with the
regulations or policies that have been issued by the CAC to date.
ICONIQ's ability to develop, manufacture, and deliver, page 45
16. Revise to clarify the reasons for the "changes and delays" mentioned
in the first paragraph
and whether those conditions continue to exist or were resolved.
East Stone shareholders who do not redeem their ordinary shares of East Stone
will experience...,
page 65
17. Your risk factor refers to 1,484,211 ordinary shares as being the
maximum number of
ordinary shares of East Stone that can be redeemed as of June 1, 2022.
However, it
appears to us that the maximum number of shares that can be redeemed
by East Stone s
public shareholders is 1,780,533 ordinary shares. Please reconcile
your disclosures here,
as well as on page 17 and in the forepart of your registration
statement under the caption
Consideration. Alternatively, please tell us how your current
presentation is appropriate.
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18. We note your disclosure on page 16 that ICONIQ shareholders will
control between
93.7% and 94.4% of the outstanding Pubco Ordinary Shares upon closing.
Please
reconcile that disclosure with the disclosure on page 65 that Sellers
would own
approximately 97.3% of NWTN.
If East Stone is unable, page 73
19. This risk factor is inconsistent with your history of seeking and
obtaining extensions.
Please reconcile.
Background of the Business Combination with ICONIQ, page 100
20. Please revise to clarify how the nature and amount of consideration
was determined
through negotiations of the parties, including each proposal and
counter-proposal
submitted. Your revised disclosure should explain how the parties
determined the class of
share to issue and the agreed-upon valuation of ICONIQ.
21. Please clarify the following disclosure and whether it is included in
the merger
agreement: "The Letter of Intent also provided that the equity holders
of ICONIQ prior to
the Business Combination would receive an additional cash incentive in
an amount equal
to 40% of the cash proceeds received by Pubco or the Surviving Company
upon post-
Closing exercise of an aggregate of 50% of the outstanding public
warrants of East Stone
(which will be replaced with Pubco warrants)."
East Stone's Board of Directors' Reasons for Approval of the Business
Combination, page 102
22. Revise to explain in more detail the "Company information prepared by
ICONIQ
management."
Financial Information and Comparable Company Analysis, page 104
23. Please revise to explain in more detail the "certain valuation
analyses" received from
ICONIQ. Also revise to explain how those analyses served to confirm
the valuation
analyses conducted by East Stone management.
24. Please revise to clarify how the information in the table and
preceding and subsequent
paragraphs resulted in the valuation for ICONIQ that you disclose.
Also revise to clarify
the reference on page 105 to "ICONIQ's third-party analysis."
Material U.S. Federal Income Tax Considerations, page 109
25. We note the disclosure that the merger "is intended to" qualify as a
reorganization. Please
revise to clarify the tax consequences of the transactions referenced
in your disclosure.
Note that it is permissible to state that the transaction "should" or
is "more likely than not
to" qualify for the disclosed tax treatment, provided the disclosure
explains the degree of
and reasons for the uncertainty and the related risks to investors. If
counsel cannot
provide that opinion, it appears you should revise to disclose the
transactions are taxable.
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Please also identify counsel in the disclosure.
Unaudited Pro Forma Combined Financial Information, page 126
26. In the second paragraph of your introduction, you state that the
unaudited pro forma
combined statements of operations for the years ended December 31,
2021 and 2020 gives
pro forma effect to the Transactions as if they had occurred as of the
beginning of the
earliest period presented. We remind you that pro forma statements
of operations are
required for the registrant s most recent fiscal year and any
subsequent year-to-date
interim period included in the registration statement. In this regard,
please remove
references to the pro forma statement of operations for the year ended
December 31, 2020
and delete the related pro forma combined statement of operations on
page 132.
Additionally, please revise your pro forma statement of operations for
the year ended
December 31, 2021, as appropriate, to reflect the transactions
contemplated as if they
occurred on January 1, 2021. Refer to Rule 11-02(c)(2)(i) of
Regulation S-X. This
comment also applies to your selected unaudited pro forma condensed
combined
statement of operations data for the year ended December 31, 2020 on
page 42.
27. We note that you have not adjusted the pro forma balance sheet or pro
forma statement of
operations for the derivative liabilities and expense related to the
forward share purchase
agreements. It appears from the notes to the financial statements of
East Stone
Acquisition Corp, that the FPA was related to the JHD transaction and
was terminated in
February 2022. It would appear that if the pro forma statements assume
the ICONIQ
transaction occurred as of December 31, 2021, these amounts would be
adjusted due to
the fact that the JHD agreement had to be terminated prior to the
ICONIQ business
combination occurring. Please advise and revise accordingly
28. We note from your disclosure on page F-26, in Note 17 to the ICONIQ
financial
statements, that in May 2022 you entered into seven convertible bond
agreements. Please
tell us your consideration for including this subsequent financing as
a separate column in
the pro forma financial statements.
Unaudited Pro Forma Combined Balance Sheet as of December 31, 2021, page 129
29. We note that your selected unaudited pro forma financial information
on page 42 includes
an amount for total shareholders' deficit. Please revise your pro
forma balance sheet on
page 129 to show a subtotal of total shareholders deficit,
inclusive of non-controlling
interests so that the amounts are consistent.
30. It appears that the $18.3 million adjustment to cash and additional
paid in capital, under
scenario 2, should refer to Footnote (4). Please revise your
presentation accordingly.
Unaudited Pro Forma Combined Balance Sheet Adjustments
Adjustment (3), page 130
31. Please expand your footnote to explain the $631,450 adjustment to
amounts due to related
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parties, current.
Adjustment (6), page 130
32. We note your disclosure that this amount reflects cash proceeds from
the subsequent
Private Placement in the amount of $200 million and corresponding
offset to additional
paid-in capital upon completion of the business combination. Please
revise MD&A and
the notes to the financial statements to disclose the nature and terms
of this
subsequent private placement.
Unaudited Pro Forma Combined Statement of Operations for the Year Ended
December 31,
2021, page 131
33. Please revise your pro forma combined statement of operations for the
year ended
December 31, 2021 to include the line items "net loss attributable to
non-controlling
interest" and "net loss attributable to shareholders."
34. It appears to us that the historical weighted average shares
outstanding for ICONIQ, as
well as the pro forma adjustments related to the ordinary shares
issued to ICONIQ
shareholders, should be presented on a line other than the weighted
average shares
outstanding of redeemable ordinary shares line, to avoid confusion.
Please revise your
presentation as appropriate.
Net loss per share, page 133
35. Please reconcile the weighted average number of redeemable ordinary
shares outstanding,
as disclosed in your first lead-in paragraph, with the corresponding
line item presented in
the table.
36. We note from your disclosure in the Net loss per share section on page
133, that the
Escrow Shares issuable to ICONIQ shareholders have been excluded from
basic and
diluted pro forma net loss per share as such shares are uncertain as
the proportion of
Revenue for the Earnout Year compared to the Earnout Target is not
supportable as of
December 31, 2021. We note from your disclosure in Note 1 to the East
Stone
Acquisition Corp Financial Statements, that the Escrow Shares appear
to be related to the
JHD agreement which was terminated in February 2022. Please advise and
revise your
disclosures elsewhere in the filing if there are Escrow Shares related
to the ICONIQ
transaction.
Shares calculation, page 133
37. Please tell us whether your calculation of the weighted average shares
outstanding
includes the Pubco shares to be issued in the private placement with
the PIPE investor. In
this regard, it appears that your pro forma balance sheet includes the
$200 million cash
consideration received for these PIPE shares.
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Comparative Share Information, page 134
38. Please provide us with your computation of book value per share for
historical East Stone.
Director Election Proposal, page 146
39. Refer to the fourth paragraph. The first sentence identifies three
nominees, but the
disclosure that follows lists additional "nominees." Please revise to
clarify who are being
nominated for election to your board.
East Stone's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Liquidity and Capital Resources, page 168
40. We note that much of your disclosure related to transaction involving
you and your
affiliates is as of December 31, 2021, such as your disclosure on page
165. Please update
to be as of the most recent practicable date.
Management's Annual Report on Internal Controls over Financial Reporting, page
171
41. Please disclose the material weakness that was identified as it does
not appear to be
described elsewhere in your registration statement.
Business of ICONIQ, page 173
42. We note the public disclosure of W Motors on its website that ICONIQ
and W Motors are
"sister entities" that share a "symbiotic relationship." Please
reconcile with your current
disclosures regarding the nature of the relationship between you and W
Motors.
ICONIQ's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Liquidity and Capital Resources, page 202
43. We note your disclosure on page 202 and in the explanatory paragraph
of
your independent auditor's report regarding your ability to continue
as a going concern. In
this regard, please expand your disclosure within your Liquidity
discussion to provide a
more detailed discussion of how you intend to finance your operations
during the next
twelve months. Your disclosure should address your current ability to
obtain debt or
equity financing or to obtain advances from shareholders, given the
lack of cash flows
from operations. Refer to Item 5.B of Form 20-F.
44. Please quantify and more fully discuss ICONIQ s current and
long-term liquidity
requirements and priorities, including potential changes in those
priorities based on the
impact of changes in the amount of cash available to the
post-combination entity due to
the amount of cash redemptions.
45. Please revise this section to discuss the "financial resources
available to us" referenced on
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page 200, including why those resources were reduced.
ICONIQ Holding Limited Financial Statements
17. Subsequent Events, page F-25
46. Please disclose the specific date through which subsequent events have
been evaluated
and state whether that date is the date the financial statements were
issued or the date the
financial statements were available to be issued. Refer to ASC
855-10-50-1.
East Stone Acquisition Corporation Financial Statements, page F-27
47. Please provide updated financial statements and related information to
comply with Item
8.A.5 of Form 20-F.
Note 11. Subsequent Events, page F-58
48. Please revise your subsequent events disclosure to include disclosure
of the ICONIQ Note
issued in April 2022 and the PIPE Subscription Agreement in April
2022. In this regard
we note these events are disclosed as subsequent events in East Stone
Acquisition Corp's
Form 10-Q for the Quarter Ended March 31, 2022. Your disclosure should
also include
the details of the June 2022 PIPE Subscription Agreement disclosed in
the East Stone
Acquisition Corp's Form 8-K furnished June 15, 2022.
Exhibits
49. The mark "#" appears below the exhibit index but it appears no exhibit
includes that
mark. Please revise or advise.
General
50. With a view toward disclosure, please tell us whether your sponsor is,
is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us
whether anyone or any
entity associated with or otherwise involved in the transaction, is,
is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk
factor disclosure that
addresses how this fact could impact your ability to complete your
initial business
combination. For instance, discuss the risk to investors that you may
not be able to
complete an initial business combination with a U.S. target company
should the
transaction be subject to review by a U.S. government entity, such as
the Committee on
Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further,
disclose that the time necessary for government review of the
transaction or a decision to
prohibit the transaction could prevent you from completing an initial
business
combination and require you to liquidate. Disclose the consequences of
liquidation to
investors, such as the losses of the investment opportunity in a
target company, any price
appreciation in the combined company, and the warrants, which would
expire worthless.
51. Please revise to highlight on your cover page the dual class structure
following this
transaction, including different rights applicable to Class A and
Class B shares that will be
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outstanding. Also revise your disclosure beginning on page 221 to
discuss the Class A
shares that will be issued and outstanding.
52. On page 122, you direct investors to a risk factor related to
anti-takeover provisions, but
no such risk factor appears in your disclosure. Please revise to
include that risk factor.
53. Your disclosure indicates the company experienced inflationary
pressures. Please expand
to identify the principal factors contributing to the inflationary
pressures the company has
experienced and clarify the resulting impact to the company. Also
revise to identify
actions planned or taken, if any, to mitigate inflationary pressures.
54. Please revise discuss the impact of recent COVID-19-related shutdowns
or outbreaks have
had and are expected to have on your business and financial condition
and the actions you
have or are taking in response.
55. Please describe the extent and nature of the role of the board of
directors in overseeing
risks related to Russia s invasion of Ukraine. This could include
risks related to
cybersecurity, sanctions, employees based in affected regions, and
supply
chain/suppliers/service providers in affected regions as well as risks
connected with
ongoing or halted operations or investments in affected regions.
56. To the extent material, disclose any new or heightened risk of
potential cyberattacks by
state actors or others since Russia s invasion of Ukraine and
whether you have taken
actions to mitigate such potential risks.
57. Please disclose whether and how your business segments, products,
lines of service,
projects, or operations are materially impacted by supply chain
disruptions, especially in
light of Russia s invasion of Ukraine. For example, discuss whether
you have or expect to:
suspend the production, purchase, sale or maintenance of
certain items; experience
higher costs due to constrained capacity or increased commodity
prices or challenges
sourcing materials (e.g., nickel, palladium, neon, cobalt, iron,
platinum or other raw
material sourced from Russia, Belarus, or Ukraine);
experience surges or declines in consumer demand for which you
are unable to
adequately adjust your supply;
be unable to supply products at competitive prices or at all
due to export restrictions,
sanctions, or the ongoing invasion; or
be exposed to supply chain risk in light of Russia s invasion
of Ukraine and/or related
geopolitical tension or have sought to de-globalize your
supply chain.
Explain whether and how you have undertaken efforts to mitigate the
impact and where
possible quantify the impact to your business.
58. Please discuss whether supply chain disruptions materially affect your
outlook or business
goals. Specify whether these challenges have materially impacted your
results of
operations or capital resources and quantify, to the extent possible,
how your sales, profits,
and/or liquidity have been impacted.
Brandon Dong
NWTN, Inc.
July 6, 2022
Page 11
59. Please describe the extent and nature of the role of the board of
directors in overseeing
cybersecurity risks, including in connection with the company s supply
chain/suppliers/service providers.
60. Revise the question and answer on page 22 to disclose the amount of funds
that is
currently in the trust account.
61. Please revise to clarify the material terms of the PIPE, by itself, as
well as in relation to
the securities you intend to issue in the business combination. For
example, your
disclosure on page v and 89-90 indicated a $200 million PIPE to a single
investor,
whereas your disclosure on page 65 indicates a $500 million PIPE to Mr.
Wu. What class
of shares will be issued in the PIPE and do they differ from other
classes of your shares?
In this regard, clarify how you determined the percentages disclosed on
page 65. It is
unclear how owning 12% of the outstanding shares results in voting
interest you disclose.
It is also unclear how, given the transactions you intend to undertake,
Mr. Wu will own
only 12% of your shares.
62. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a less
favorable target
company or on terms less favorable to shareholders rather than liquidate.
63. Please clarify if the sponsor and its affiliates can earn a positive rate
of return on their
investment, even if other SPAC shareholders experience a negative rate of
return in the
post-business combination company.
64. We note the carve-out of Macau and Hong Kong from the definition of
China. Please
revise to remove those carve-outs from the definition and revise your
disclosure
accordingly.
65. In a separate, appropriately captioned section, please disclose whether
you will have
directors, officers or senior management located in China/Hong Kong. If
you do, state that
it will be more difficult to enforce liabilities and enforce judgments on
those individuals
and address these risks in a separate risk factor.
You may contact Dale Welcome at 202-551-3865 or Claire Erlanger at
202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Alex King at 202-551-8631 or Geoffrey Kruczek at 202-551-3641 with any
other
questions.
Sincerely,
FirstName LastNameBrandon Dong
Division of
Corporation Finance
Comapany NameNWTN, Inc.
Office of
Manufacturing
July 6, 2022 Page 11
cc: Jeffrey Cohen
FirstName LastName