United States securities and exchange commission logo
September 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.
Amendment No. 1 to
Registration Statement Filed on Form F-4
Filed August 29,
2022
File No. 333-266322
Dear Mr. Dong:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
August 12, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed August 29,
2022
Selected Historical Financial Information
ICONIQ, page 41
1. We refer to your
selected consolidated balance sheet data. Please reconcile total non-
current assets and
total assets, as of March 31, 2022 and December 31, 2020, to your
historical financial
statements.
Unaudited Pro Forma Combined Balance Sheet, page 156
2. It appears that the
amounts shown for each of your current liabilities in the historical East
Stone column do not
correspond with the respective accounts in the historical unaudited
Brandon Dong
FirstName LastNameBrandon Dong
NWTN, Inc.
Comapany 12,
September NameNWTN,
2022 Inc.
September
Page 2 12, 2022 Page 2
FirstName LastName
balance sheet at March 31, 2022. Please revise to be consistent with
the East Stone
balance sheet at March 31, 2022.
3. It appears to us that the adjustment to deferred offering costs should
eliminate the entire
ICONIQ historical balance of $0.6 million. Please revise the pro forma
balance sheet and
the related note to adjustment (3) as appropriate.
4. It is unclear to us why there is a balance remaining for ordinary
shares subject to
redemption under either scenario. Please revise your pro forma balance
sheet accordingly.
Unaudited Pro Forma Combined Statement of Operations for the Three Months Ended
March 31,
2022, page 158
5. We refer to adjustment (2). Since you have disclosed that that the
estimated transaction
costs are non-recurring, and this adjustment is reflected in the pro
forma statement of
operations for the year ended December 31, 2021, it appears to us that
this adjustment
should be removed from the unaudited pro forma combined statement of
operations for
the three months ended March 31, 2022. Please revise your disclosure
or tell us how this
adjustment is appropriate.
6. We note that you have not adjusted the pro forma statement of
operations, for the three
months ended March 31, 2022, for the change in the fair value of the
forward share
purchase agreements related to the JHD transaction which was
terminated in February
2022. It appears that if the pro forma statement of operations assumes
the ICONIQ
transaction occurred as of January 1, 2021, this amount would be
adjusted due to the fact
that the JHD agreement had to be terminated prior to the ICONIQ
business combination
occurring. Please revise as appropriate and label as adjustment (4).
Notes and Adjustments to Unaudited Pro Forma Condensed Combined Statement of
Operations,
page 159
7. It appears that the note to adjustment (4) was deleted. Please
reinstate this note and
indicate that the adjustment reflects the reversal of forward share
purchase agreements
related to the JHD transactions, assuming the ICONIQ transaction
occurred as of January
1, 2021.
Shares calculation, page 160
8. Please revise your lead-in sentence to indicate that the calculation
assumes two alternate
levels of conversion for both periods presented.
Comparative Share Information, page 162
9. We note from your response to our prior comment 14 that you have
revised your
disclosure to include the Comparative Share Information on page 162
for the interim
period ended March 31, 2022. Please explain to us how you considered
the requirements
in Item 3(f) of Form F-4 to include information for the year ended
December 31, 2021.
Brandon Dong
NWTN, Inc.
September 12, 2022
Page 3
Please advise or revise accordingly.
East Stone's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations, page 193
10. We refer to the second paragraph of your disclosure. It does not appear
that for both the
three and six months ended June 30, 2022 that the respective operating
losses were offset
by the change in fair value of derivative warrant liabilities as
indicated in your narrative.
Please revise your disclosures accordingly.
ICONIQ Holding Limited Audited Financial Statements
18. Subsequent Events, page F-48
11. Please revise your disclosure at the beginning of Note 18 to refer to
the events mentioned
below.
Exhibits
12. We note your response to prior comment 8. Please include ValueScope's
consent to being
named in the prospectus and to the filing of its opinion as an exhibit.
General
13. Please provide a factual update on your cover page, prospectus summary,
and risk factors
to disclose the agreement reached between the PCAOB and the CSRC on
August 26,
2022.
14. We note your revisions in response to prior comment 18. Please expand to
disclose the
extent state-owned enterprises in China own your securities or otherwise
influence your
business. Ensure your table on pages 244 and 245 reflect the beneficial
owners of the
shares held by the entities listed.
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
September 12, 2022 Page 3
cc: Jeffrey Cohen
FirstName LastName