United States securities and exchange commission logo
August 12, 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 July 26, 2022
File No. 333-266322
Dear Mr. Dong:
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.
Form F-4 filed July 26, 2022
Cover Page
1. Please revise to
disclose your response to prior comment 6 on your cover page.
Covenants of the Parties, page 3
2. We note your revisions
in response to prior comment 21. Please revise to disclose the full
dollar amount payable
if the 50% threshold were reached. Also revise to clarify if the
amounts are payable
only when the 50% threshold is reached or whether the amount
payable increases as
the number of exercised warrants increases. For example, what is the
amount payable if 100%
of the warrants are exercised?
Brandon Dong
FirstName LastNameBrandon Dong
NWTN, Inc.
Comapany
August 12, NameNWTN,
2022 Inc.
August
Page 2 12, 2022 Page 2
FirstName LastName
Interests of East Stones Initial Shareholders, page 32
3. Please revise to more prominently disclose your responses to prior
comments 62 and 63.
Selected Historical Financial Information, page 39
4. We note that the selected consolidated statements of operations for
East Stone, there is a
line item for cost of revenue and gross profit. However, the audited
financial statements
of East Stone reflect these as operating costs and do not reflect a
gross profit subtotal.
Please revise this section to be consistent with the audited financial
statements.
Background of the Business Combination with ICONIQ, page 115
5. Please expand your revisions in response to prior comment 20 to
explain the reasons for
the $2.5 billion valuation proposal on March 26, 2022, which
represented a decreased
valuation from the initial proposals.
Financial Information and Comparable Company Analysis, page 119
6. We note your revisions in response to prior comment 23. Please revise
to clarify the
references to "multiple valuation references" and "valuation
references from ICONIQ"
and to explain how those references served to confirm East Stone's
valuation. Please also
revise to clarify how the information in the tables on pages 120 and
121 relate to East
Stone's determination of the value of ICONIQ.
7. Your disclosure added in response to prior comment 23 implies that
East Stone did not
receive projected financial information from ICONIQ. If so, please
revise to state so
directly and clearly. If not, revise to disclose those projections,
including all material
assumptions and estimates underlying those projections.
Summary of the Opinion of ValueScope, Inc., as Financial Advisor to East Stone,
page 124
8. Please revise to quantify the fees paid or payable to ValueScope and
material relationships
with ValueScope. Also file the opinion as an exhibit and include
ValueScope's consent.
9. We note your response to prior comment 24. Please revise to disclose
the data underlying
each of ValueScope's analyses and explain how such data relates to
ValueScope's
conclusions.
Income Approach, page 127
10. The disclosure in the first paragraph suggests that ValueScope was not
provided and/or
did not use projected financial information relating to ICONIQ in
conducting the analyses
currently disclosed in your document. If so, revise to state so
directly and disclose the
projections that ValueScope generated as well as the underlying data.
If not, disclose
those projections.
Tax Consequences of the Business Combination, page 131
Brandon Dong
FirstName LastNameBrandon Dong
NWTN, Inc.
Comapany
August 12, NameNWTN,
2022 Inc.
August
Page 3 12, 2022 Page 3
FirstName LastName
11. We note your revisions in response to prior comment 25. Please revise
to explicitly state
that the disclosure in this section represents the opinion of named
counsel. Also, given the
continued use of "should" and what is "intended," it continues to
appear that the tax
consequences are subject to uncertainty. Therefore, please revise to
describe the reasons
for and degree of uncertainty and the related risks to investors.
Please also file a revised
Exhibit 8.1 that includes counsel's consent to being named in the
registration statement.
Unaudited Pro Forma Combined Financial Information, page 150
12. We note your response to prior comment 28; however, it appears to us
that the convertible
bond agreements, aggregating $102.4 million, should be presented as a
separate column in
your pro forma financial statements, as they are material to your
balance sheet. Refer to
Rule 11-01(a)(8) of Regulation S-X.
Unaudited Pro Forma Combined Statement of Operations for the Year Ended
December 31,
2021, page 155
13. We note that the subtotal "Operating Loss" on the pro forma statement
of operations
excludes amounts for general and administrative expenses and research
and development
expenses which appear to be operating expenses. Please revise so that
if you present an
operating loss subtotal on the face of the pro forma statement of
operations, it includes all
operating expenses.
Comparative Share Information, page 158
14. We note your response to prior comment 38. However, it appears to us
that book value per
share for historical East Stone should be calculated by dividing total
shareholders' deficit
at December 31, 2021 by total East Stone ordinary shares outstanding
in permanent equity
at December 31, 2021. Please revise your disclosure accordingly or
explain to us why you
believe it is appropriate to use weighted average number of redeemable
outstanding
shares. Your disclosure on page 158 should also be revised to explain
which shares are
excluded or included in the book value per share calculation.
ICONIQ Holding Limited Financial Statements
18. Subsequent Events, page F-26
15. We note that the auditor s report on page F-2 includes a dual date
of July 25, 2022 for the
disclosures regarding corrections to previously issued consolidated
financial statements in
Note 3 and subsequent events in Note 18. In this regard, please revise
your footnote to
also state the date through which subsequent events have been
evaluated for your reissued
financial statements. Refer to ASC 855-10-25-4 and ASC 855-10-50-4 for
guidance.
East Stone Acquisition Corporation Financial Statements
Unaudited Financial Statements for the Interim Period Ended March 31, 2022
Note 10. Fair Value Measurements, page F-53
Brandon Dong
FirstName LastNameBrandon Dong
NWTN, Inc.
Comapany
August 12, NameNWTN,
2022 Inc.
August
Page 4 12, 2022 Page 4
FirstName LastName
16. Your disclosure states that for the period ended March 31, 2022 and
December 31, 2021
on the statements of operations, the Company recognized an increase in
the fair value of
warrant liabilities of $449,000 and $775,900, respectively, presented
as change in fair
value of derivative warrant liabilities on the accompanying
consolidated statement of
operations. It appears, however, that during the period ended March
31, 2022 you
recognized a decrease in the fair value of the warrant liabilities.
Please revise your
disclosure accordingly.
Note 11. Subsequent Events, page F-55
17. We note your response to prior comment 48 and the revision to your
registration
statement. As previously requested, please revise your disclosure to
also include the
details of the June 2022 PIPE Subscription Agreement disclosed in East
Stone Acquisition
Corporation s Form 8-K furnished June 15, 2022 and in the forepart
of the Form F-4.
Exhibits
18. Please file as an exhibit the investment agreement with Jinhua
Government mentioned on
page 7.
General
19. We reissue prior comment 64. Please revise to remove the carve-outs
from the definition
of China.
20. We note your response to prior comment 51 and your planned dual-class
capital structure.
Please disclose the risks that such structure may render your shares
ineligible for inclusion
in certain stock market indices, and thus adversely affect share price
and liquidity. Please
also tell us how you will determine whether more than 50 percent of
your outstanding
voting securities are owned of record by U.S. residents for purposes
of satisfying the
foreign private issuer definition. See Securities Act Rule 405 and
Exchange Act Rule 3b-
4; Securities Act Rules Compliance and Disclosure Interpretation
203.17.
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 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.
Brandon Dong
NWTN, Inc.
August 12, 2022
Page 5
Sincerely,
FirstName LastNameBrandon Dong
Division of Corporation Finance
Comapany NameNWTN, Inc.
Office of Manufacturing
August 12, 2022 Page 5
cc: Jeffrey Cohen
FirstName LastName