UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February
24, 2022
East Stone
Acquisition Corporation
(Exact name of registrant as specified in its charter)
| British Virgin Islands |
|
001-39233 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File
Number) |
|
(IRS Employer
Identification No.) |
25 Mall Road, Suite 330
Burlington,
MA 01803
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (781) 202 9128
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant
to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Ordinary Share, one Right and one Warrant |
|
ESSCU |
|
The Nasdaq Stock Market LLC |
| Ordinary Shares, no par value |
|
ESSC |
|
The Nasdaq Stock Market LLC |
| Rights, exchangeable into one-tenth of one Ordinary Share |
|
ESSCR |
|
The Nasdaq Stock Market LLC |
| Warrants, each exercisable for one-half of one Ordinary Share, each whole Ordinary Share exercisable for $11.50 per share |
|
ESSCW |
|
The Nasdaq Stock Market LLC |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Extension Meeting
On February 24, 2022, the
Company held a special meeting of shareholders (the “Extension Meeting”) to amend the Company’s amended and restated
memorandum and articles of association (the “Charter Amendment”) to extend the date by which the Company has to consummate
a Business Combination from February 24, 2022 to August 24, 2022 (the “Extension Amendment Proposal”). There were 7,168,605
ordinary shares of the Company issued and outstanding on January 13, 2022, the record date for the Extension Meeting. At the Extension
Meeting, there were 4,940,962 shares present in person or by proxy, representing approximately 68.93% of the total shares outstanding
as of the record date, which constituted a quorum.
The final voting results
for the Extension Amendment Proposal were as follows:
| For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
| 4,935,853 |
|
3,706 |
|
2,404 |
|
0 |
Shareholders
holding 361 shares of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds
in the Company’s trust account (“Trust Account”). As a result, approximately $3,704 (approximately $10.26 per share)
will be removed from the Trust Account to pay such holders.
The
Company filed the Charter Amendment with the British Virgin Islands Registrar of Corporate Affairs on February 24, 2022. A copy of the
Company’s Charter Amendment is attached hereto as Exhibit 3.1, and is incorporated by reference.
Item 9.01 Financial Statements and Exhibits.
ADDITIONAL INFORMATION
Pubco has filed with the
SEC a Registration Statement on Form S-4 on June 28, 2021 (as amended, the “Registration Statement”) which includes
a preliminary proxy statement of East Stone, and a prospectus in connection with the proposed business combination (the “Business
Combination”) involving East Stone, JHD, Pubco, Yellow River MergerCo Limited, a British Virgin Islands company and a wholly-owned
subsidiary of Pubco, Navy Sail International Limited, a British Virgin Islands company, in the capacity as the Purchaser Representative,
Yellow River (Cayman) Limited, a Cayman Islands company, in the capacity as Primary Seller and Seller Representative, and the Sellers
and Double Ventures Holdings Limited, a British Virgin Islands business company, for limited purposes thereof pursuant to the Business
Combination Agreement. The definitive proxy statement and other relevant documents will be mailed to shareholders of East Stone as of
a record date to be established for voting on East Stone’s initial business combination with JHD. Shareholders of East Stone and
other interested persons are advised to read the preliminary proxy statement, and amendments thereto, and the definitive proxy statement
in connection with East Stone’s solicitation of proxies for the special meeting of its shareholders to be held to approve the Business
Combination because these documents will contain important information about East Stone, JHD, Pubco and the Business Combination. Shareholders
will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on
the SEC’s website at www.sec.gov or by directing a request to East Stone by contacting its Chief Financial Officer, Chunyi (Charlie)
Hao, c/o East Stone Acquisition Corporation, 25 Mall Road, Suite 330, Burlington, MA 01803, at (781) 202-9128 or at hao@estonecapital.com.
DISCLAIMER
This report and the exhibits
hereto do not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities
laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section
10 of the Securities Act of 1933, as amended.
NO ASSURANCE
There can be no assurance
that the proposed Business Combination will be completed, nor can there be any assurance, if the Business Combination is completed, that
the potential benefits of combining the companies will be realized.
PARTICIPANTS IN THE SOLICITATION
East Stone, Pubco, and
their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders
of East Stone in connection with the Business Combination. Information regarding the officers and directors of East Stone is set forth
in East Stone’s annual report on Form 10-KT/A, which was filed with the SEC on December 7, 2021. Additional information regarding
the interests of such potential participants is also included in the Registration Statement (and will be included in the definitive proxy
statement/prospectus for the Business Combination) and other relevant documents to be filed with the SEC.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This report contains forward-looking
statements that involve risks and uncertainties concerning the Business Combination, JHD’s expected financial performance, as well
as its strategic and operational plans. Actual events or results may differ materially from those described in this report due to a number
of risks and uncertainties. These risks and uncertainties could cause actual results or outcomes to differ materially from those indicated
by such forward looking-statements. These risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change
or other circumstances that could give rise to the termination of the Business Combination Agreement; (2) the outcome of any legal proceedings
that may be instituted against East Stone, JHD or others following announcement of the Business Combination Agreement and the transactions
contemplated therein; (3) the inability to complete the transactions contemplated by the Business Combination Agreement or any related
private financing(s) due to the failure to obtain approval of the shareholders of East Stone; (4) delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory approvals required to complete the transactions contemplated by the Business
Combination Agreement; (5) the risk that the Business Combination disrupts current plans and operations as a result of the announcement
and consummation of the transactions described herein; (6) the inability to recognize the anticipated benefits of the Business Combination;
(7) the ability to obtain or maintain the listing of Pubco’s securities on The Nasdaq Stock Market, following the Business Combination,
including having the requisite number of shareholders; (8) costs related to the Business Combination; (9) changes in applicable laws or
regulations; (10) the possibility that JHD may be adversely affected by other economic, business, and/or competitive factors; and (11)
other risks and uncertainties indicated from time to time in filings with the SEC by East Stone or Pubco.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
East Stone Acquisition Corporation |
| |
|
|
| Date: March 1, 2022 |
By: |
/s/ Xiaoma (Sherman) Lu |
| |
|
Name: |
Xiaoma (Sherman) Lu |
| |
|
Title: |
Chief Executive Officer |
3
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