Robo.Ai Inc F-4/A, filed Oct 14, 2022
Robo.Ai Inc. (AIIO)
As filed with the Securities and Exchange Commission on October 14, 2022
Registration No. 333-266322
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 3
to
Form F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NWTN
Inc.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 5900 | Not Applicable | ||
| (State
or other jurisdiction of incorporation or organization) |
(Primary standard industrial classification code number) |
(I.R.S. Employer Identification Number) |
c/o
Alan
Nan WU
Office 114-117, Floor 1, Building A1,
Dubai Digital Park, Dubai Silicon Oasis,
Dubai, UAE
(971) 5-0656-3888
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Puglisi &
Associates
850 Library Avenue, Suite 204
Newark, DE 19711
(302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Barry I. Grossman,
Esq. Jessica Yuan, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 |
Jeffrey C. Cohen Xiaoxi Lin Linklaters LLP 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 903-9000 |
Simon Schilder Michael Killourhy Ogier Ritter House Wickhams Cay II PO Box 3170 Road Town, Tortola British Virgin Islands, VG1110 (284) 852-7300 |
Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the Business Combination contemplated by the Business Combination Agreement described in the included proxy statement/prospectus have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-266322) (this “Amendment No. 3”) is being filed solely to amend Item 21 of Part II thereof and to file certain exhibits to the Registration Statement. This Amendment No. 3 does not modify any provision of the proxy statement/prospectus contained in Part I. Accordingly, the proxy statement/prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers
Cayman Islands law does not limit the extent to which a company’s amended and restated memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against fraud, willful neglect, willful default or the consequences of committing a crime. Pubco’s amended and restated memorandum and articles of association provides that, subject to certain limitations, Pubco will indemnify its directors and officers against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings. Such indemnity shall not apply if the person acted dishonestly, in wilful default or fraudulently.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.
Item 21. Exhibits and Financial Statement Schedules.
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| * | Submitted herewith. |
| ** | Previously filed. |
Item 22. Undertakings
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| i. | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| ii. | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| iii. | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (6) | That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (7) | That, prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the registrant undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
| (8) | That every prospectus (i) that is filed pursuant to the immediately preceding paragraph, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment has become effective, and that for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (9) | To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
| (10) | To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in 14th on October, 2022.
| NWTN Inc. | ||
| By: | /s/ Alan Nan WU | |
| Name: | Alan Nan WU | |
| Title: | Chief Executive Officer, Executive Director and Chairman | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacity and on the dates indicated.
| Name | Title | Date | ||
| /s/ Alan Nan WU | Chief Executive Officer, Executive Director and Chairman | October 14, 2022 | ||
| Alan Nan WU | (Principal Executive Officer) | |||
| /s/ Peter Jianfeng CHEN | Chief Financial Officer | October 14, 2022 | ||
| Peter Jianfeng CHEN | (Principal Financial Officer) | |||
| /s/ Jinming DONG | Chief Accounting Officer | October 14, 2022 | ||
| Jinming DONG | (Principal Accounting Officer) |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of the Securities Act, the undersigned, the duly undersigned representative in the United States of NWTN Inc., has signed this registration statement in 14th on October, 2022.
| Puglisi & Associates | ||
| By: | /s/ Donald J. Puglisi | |
| Name: | Donald J. Puglisi | |
| Title: | Managing Director | |
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Exhibit 2.2
Execution Version
AMENDMENT
TO
BUSINESS COMBINATION AGREEMENT
This AMENDMENT TO BUSINESS COMBINATION AGREEMENT, dated effective as of September 28, 2022 (this “Amendment”), is made by and among (i) East Stone Acquisition Corporation, a British Virgin Islands business company (“Purchaser”); (ii) Navy Sail International Limited, a British Virgin Islands company, in the capacity as, from and after the Closing, the representative for the Purchaser and the shareholders of Purchaser immediately prior to the Effective Time in accordance with the terms and conditions of the Business Combination Agreement (as defined below) (the “Purchaser Representative”); (iii) NWTN Inc., an exempted company incorporated with limited liability in the Cayman Islands, (“Pubco”); (iv) Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Pubco (“First Merger Sub”); (v) Muse Merger Sub II Limited, a British Virgin Islands business company and a wholly-owned subsidiary of Pubco (“Second Merger Sub”), and (vi) ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands (the “Company”). Purchaser, Purchaser Representative, Pubco, First Merger Sub, Second Merger Sub, and the Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Except as otherwise indicated herein, capitalized terms used but not defined herein shall have the meanings given to such terms in the Business Combination Agreement.
RECITALS
WHEREAS, Purchaser, the Purchaser Representative, Pubco, First Merger Sub, Second Merger Sub, and the Company are parties to that certain Business Combination Agreement made and entered into as of April 15, 2022 (the “Original Agreement” and as amended, including by this Amendment, the “Business Combination Agreement”); and
WHEREAS, the Parties now desire to amend the Original Agreement to increase the size of Pubco’s Equity Incentive Plan from ten percent (10%) of the issued and outstanding ordinary shares of Pubco immediately after the Closing to fifteen percent (15%), on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereto hereby agree as follows:
1. Amendment to Business Combination Agreement.
Clause (B) of the second sentence of Section 7.11(a) of the Original Agreement is hereby amended by deleting it in its entirety and replacing it with the following:
(B) the adoption and approval of a new equity incentive plan of Pubco (the “Equity Incentive Plan”), which will be in form and substance reasonably acceptable to the Company and Purchaser and which will provide that the total pool of awards under such Equity Incentive Plan will be a number of Pubco Ordinary Shares equal to fifteen percent (15%) of the aggregate number of Pubco Ordinary Shares issued and outstanding immediately after the Closing and shall include a customary evergreen provision,
2. Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Business Combination Agreement and the Ancillary Documents are and shall remain unchanged and in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute, directly or by implication, an amendment or waiver of any provision of the Business Combination Agreement or any Ancillary Document, or any other right, remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the Agreement in the Business Combination Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the Business Combination Agreement, as amended by this Amendment (or as the Business Combination Agreement may be further amended or modified after the date hereof in accordance with the terms thereof). The Business Combination Agreement, as amended by this Amendment, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the subject matter of the Business Combination Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to its subject matter. If any provision of the Business Combination Agreement is materially different from or inconsistent with any provision of this Amendment, the provision of this Amendment shall control, and the provision of the Business Combination Agreement shall, to the extent of such difference or inconsistency, be disregarded. This Amendment shall be interpreted, construed, governed and enforced in a manner consistent with the Business Combination Agreement, and, without limiting the foregoing, Sections 12.1 through 12.10, and 12.12 through 12.14 of the Business Combination Agreement are hereby incorporated herein by reference as if fully set forth herein, and such provisions apply to this Amendment as if all references to the “Agreement” contained therein were instead references to this Amendment.
[Signature Pages Follow]
IN WITNESS WHEREOF, each Party hereto has caused this Amendment to Business Combination Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.
|
Purchaser: | ||
| EAST STONE ACQUISITION CORPORATION | ||
| By: | /s/ Xiaoma (Sherman) Lu | |
| Name: | Xiaoma (Sherman) Lu | |
| Title: | Chief Executive Officer | |
| Purchaser Representative: | ||
| NAVY SAIL INTERNATIONAL LIMITED | ||
| By: | /s/ Chunyi (Charlie) Hao | |
| Name: | Chunyi (Charlie) Hao | |
| Title: | Director | |
[Signature Page to Amendment to Business Combination Agreement]
IN WITNESS WHEREOF, each Party hereto has caused this Amendment to Business Combination Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.
|
Pubco: | ||
| NWTN Inc. | ||
| By: | /s/ Nan Wu | |
| Name: | Nan Wu | |
| Title: | Director | |
| First Merger Sub: | ||
| Muse Merger Sub I Limited | ||
| By: | /s/ Nan Wu | |
| Name: | Nan Wu | |
| Title: | Director | |
| Second Merger Sub: | ||
| Muse Merger Sub II Limited | ||
| By: | /s/ Nan Wu | |
| Name: | Nan Wu | |
| Title: | Director | |
| The Company: | ||
| ICONIQ Holding Limited | ||
| By: | /s/ Nan Wu | |
| Name: | Nan Wu | |
| Title: | Director | |
[Signature Page to Amendment to Business Combination Agreement]
Exhibit 5.1
NWTN Inc. ICS Corporate Services (Cayman) Limited 3-212 Governors Square 23 Lime Tree Bay Avenue P.O. Box 30746, Seven Mile Beach Grand Cayman, KY1-1203 Cayman Islands |
D +1 345 815 1877 | |
| E bradley.kruger@ogier.com | ||
| Reference: 427893.00001/BKR | ||
| 14 October 2022 |
NWTN Inc. (the Company)
We have been requested to provide you with an opinion on matters of Cayman Islands law in connection with the Company’s registration statement on Form F-4, including all amendments or supplements thereto (the Registration Statement), filed with the Securities and Exchange Commission (the Commission) under the U.S. Securities Act of 1933, as amended (the Act) to date related to the Company's proposed business combination transaction with East Stone Acquisition Corporation, a British Virgin Islands business company (East Stone) on the terms set out in the business combination agreement (as amended from time to time, the Business Combination Agreement, and the transactions contemplated therein, the Business Combination) dated as of 15 April 2022 by and between the Company, East Stone, Navy Sail International Limited, a British Virgin Islands company, in the capacity as the representative of East Stone and the shareholders of East Stone immediately prior to closing from and after the closing of the Business Combination, Muse Merger Sub I Limited, an exempted company incorporated with limited liability in the Cayman Islands (the First Merger Sub), Muse Merger Sub II Limited, a British Virgin Islands business company (the Second Merger Sub) and ICONIQ Holding Limited, an exempted company incorporated with limited liability in the Cayman Islands (ICONIQ).
|
Ogier 89 Nexus Way Camana Bay Grand Cayman, KY1-9009 Cayman Islands
T +1 345 949 9876 F +1 345 949 9877 ogier.com |
A list of Partners may be inspected on our website |
NWTN Inc.
14 October 2022
Pursuant to the terms of the Business Combination Agreement:
| (a) | the First Merger Sub will merge with and into ICONIQ with ICONIQ surviving such merger as a wholly-owned subsidiary of the Company (the First Merger) and in connection with the First Merger, the Company will issue to shareholders of ICONIQ up to: |
| (i) | approximately 32,715,010 class A ordinary shares of the Company of par value US$0.0001 each (the Class A Shares); and |
| (ii) | approximately 207,314,707 class B ordinary shares of the Company of par value US$0.0001 each (the Class B Shares and together with the Class A Shares, the Shares); and |
| (b) | the Second Merger Sub will merge with and into East Stone with East Stone surviving such merger as a wholly-owned subsidiary of the Company (the Second Merger) and in connection with the Second Merger, the Company will issue to security holders of East Stone up to: |
| (i) | approximately 8,560,437 Class B Shares; and |
| (ii) | approximately 14,840,000 Pubco Warrants (as defined in the Registration Statement), |
in each case upon the terms and subject to the conditions of the Business Combination Agreement.
This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Registration Statement. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 2 | Documents examined |
For the purposes of giving this opinion, we have examined a copy of the Registration Statement. In addition, we have examined the corporate and other documents listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company.
| 3 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.
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NWTN Inc.
14 October 2022
| 4 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar). |
Corporate power
| (b) | The Company has all requisite power under its M&A (as defined in Schedule 1) to issue the Shares and the Pubco Warrants (including the issuance of the Class B Shares upon the exercise of the Pubco Warrants). |
Corporate authorisation
| (c) | The Company has taken all requisite corporate action to authorise the issuance of the Shares and the Pubco Warrants (including the issuance of the Class B Shares upon the exercise of the Pubco Warrants). |
Shares
| (d) | The Shares, when allotted, issued and paid for as contemplated in the Registration Statement and the Business Combination Agreement, will be validly issued as fully paid and non-assessable. As a matter of Cayman Islands law, such Shares are only issued when they have been entered into the register of members of the Company. |
Class B Shares underlying the Pubco Warrants
| (e) | The Class B Shares issuable upon exercise of the Pubco Warrants, when allotted, issued and paid for as contemplated in the Registration Statement and the Business Combination Agreement, will be validly issued as fully paid and non-assessable. As a matter of Cayman Islands law, such Class B Shares are only issued when they have been entered into the register of members of the Company. |
| 5 | Matters not covered |
We offer no opinion as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in any document of the Company to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands.
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NWTN Inc.
14 October 2022
| 6 | Governing law of this opinion |
| 6.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 6.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 7 | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and also consent to the references to our firm in the Registration Statement under the heading "Legal Matters". In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Ogier
Ogier
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NWTN Inc.
14 October 2022
Schedule 1
Documents examined
Corporate and other documents
| 1 | The Certificate of Incorporation of the Company dated 22 March 2022 issued by the Registrar. |
| 2 | The memorandum of association of the Company issued by the Registrar on 22 March 2022 (the Memorandum). |
| 3 | The articles or association of the Company issued by the Registrar on 22 March 2022 (the Articles and, together with the Memorandum, the M&A). |
| 4 | A Certificate of Good Standing dated 27 September 2022 (Good Standing Certificate) issued by the Registrar in respect of the Company. |
| 5 | A certificate dated on the date hereof as to certain matters of fact signed by a director of the Company in the form annexed hereto (the Director’s Certificate), having attached to it the written resolutions of the sole director of the Company passed on 27 September 2022 (the Board Resolutions). |
| 6 | The Registration Statement. |
| 7 | The Business Combination Agreement. |
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NWTN Inc.
14 October 2022
Schedule 2
Assumptions
Assumptions of general application
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
| 3 | All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
| 4 | Each of the Certificate of Incorporation, the M&A, the Good Standing Certificate, the Director's Certificate and the Board Resolutions is accurate and complete as at the date of this opinion. |
| 5 | The M&A is in full force and effect and has not been amended, varied, supplemented or revoked in any respect. |
Status and authorisation
| 6 | In authorising the issue and allotment of Shares, each director of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her. |
| 7 | Any individuals who sign or have signed documents or give information on which we rely, have the legal capacity under all relevant laws (including the laws of the Cayman Islands) to sign such documents and give such information. |
| 8 | None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence, the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company. |
| 9 | There are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Registration Statement or the transactions contemplated by it or restrict the powers and authority of the Company in any way. |
Issuance of Shares and Pubco Warrants
| 10 | The Shares (and any Class B Shares to be issued upon exercise of the Pubco Warrants) shall be issued at an issue price in excess of the par value thereof. |
| 11 | The draft amended and restated memorandum and articles of association appended to the Registration Statement will be adopted by the Company in accordance with the M&A prior to the date that any Shares and Pubco Warrants are issued by the Company. |
| 12 | Prior to the date that any Pubco Warrants are issued by the Company, Pubco will enter into a warrant agreement on substantially the same terms as the warrant agreement, dated as of February 19, 2020 (the East Stone Warrant Agreement), by and between East Stone Acquisition Corporation (East Stone) and Continental Stock Transfer & Trust Company (Continental) as warrant agent or an assignment, assumption and amendment agreement with East Stone and Continental with respect to the East Stone Warrant Agreement and the Pubco Warrants will be issued pursuant to such agreement. |
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NWTN Inc.
14 October 2022
Schedule 3
Qualifications
| 1 | Under the Companies Act (Revised) (Companies Act) of the Cayman Islands annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 2 | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
| 3 | In this opinion the phrase “non-assessable” means, with respect to Shares, that a member of the Company shall not, by virtue of its status as a member of the Company, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper use or other circumstance in which a court may be prepared to pierce or lift the corporate veil). |
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Exhibit 5.2
 |
Linklaters LLP |
| 1290 Avenue of the Americas | |
| New York, NY 10104 | |
| Telephone (1) 212 903 9000 | |
| Facsimile (1) 212 903 9100 |
|
NWTN Inc. 3-212 Governors Square, 23 Lime Tree Bay Avenue |
| NWTN Inc. – Warrants | October 14, 2022 |
Ladies and Gentlemen:
| 1 | We have acted as special New York counsel to Iconiq Holding Limited (“Iconiq”), an exempted company incorporated with limited liability in the Cayman Islands, in connection with the filing by NWTN Inc. (the “Company” or “you”), an exempted company incorporated with limited liability in the Cayman Islands and a wholly-owned subsidiary of Iconiq, with the United States Securities and Exchange Commission (the “Commission”) of a registration statement on Form F-4 (File No. 333-266322) (as amended, the “Registration Statement”) for the purpose of registering with the Commission under the Securities Act of 1933, as amended (the “Act”), inter alia, warrants to be issued under and subject to the terms and conditions of the Warrant Agreement (as such term is defined below) (the warrant certificates (the “Warrant Certificate”) of which shall be in the form filed as Exhibit 4.5 to the Registration Statement by the Company with the Commission on September 28, 2022) (the “Warrants”) to purchase Class B ordinary shares of the Company, par value US$0.0001 per share (the “Ordinary Shares”), to be issued by the Company. |
| 2 | This opinion is limited to the laws of the State of New York, and we express no opinion as to the effect of the federal laws of the United States, the laws of any other State of the United States or the laws of any other jurisdiction. |
| 3 | We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below, including the opinion of Ogier filed by the Company with the Commission on the date hereof regarding, inter alia, the corporate status, power and authorization of the Company and the issuance of certain shares by the Company as contemplated in the Registration Statement. We have not independently established or verified any facts relevant to the opinion expressed herein, but have relied upon statements and representations of officers and other representatives of the Company and others as to factual matters. |
| 4 | In rendering the following opinion, we have assumed and relied upon the following, which we have not independently verified: |
| 4.1 | We have assumed that (i) prior to the date that any Warrants are issued by the Company, the Company will have entered into a warrant agreement on the substantially same terms as the warrant agreement, dated as of February 19, 2020 (the “East Stone Warrant Agreement”), by and between East Stone Acquisition Corporation (“East Stone”) and Continental Stock Transfer & Trust Company (“Continental”) as warrant agent, in the form as filed as Exhibit 4.1 to Form 8-K by East Stone with the Commission on February 25, 2020 and as Exhibit 4.6 to the Registration Statement (the “Warrant Agreement”), and the Warrant Certificates, and (ii) the terms of the Warrants and of their issuance and delivery are set out solely in the Warrant Agreement and the Warrant Certificates. |
| 4.2 | We have assumed that each of the parties to the Warrant Agreement and the Warrant Certificates has the power to execute and deliver the Warrant Agreement and/or the Warrant Certificates, as applicable, to issue the Warrants, and to perform its obligations under the Warrant Agreement, the Warrant Certificates and the Warrants, and that prior to the issuance of the Warrants, the Warrant Agreement and the Warrant Certificates will be duly and validly authorized, executed and delivered under the laws of the state of New York, the Cayman Islands and the jurisdiction of incorporation of each party thereto, and that the signatures on all documents examined by us are genuine. |
| 5 | Based upon the foregoing, and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that when the Warrants are issued and delivered as contemplated by the Registration Statement, the Business Combination Agreement (as such term is defined in the Registration Statement), and under and in accordance with the Warrant Agreement and the Warrant Certificates, the Warrants will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles. |
| 6 | We note that the designation in the Warrant Agreement of the courts of the State of New York or the United States District Court for the Southern District of New York as venues for proceedings relating to the Warrant Agreement. We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action where jurisdiction based on diversity of citizenship under Section 1332 of Title 28 of the United States Code does not exist. |
| 7 | We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us in the Prospectus included in the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder. |
Yours faithfully,
/s/ Linklaters LLP
Linklaters LLP
Exhibit 23.6
CONSENT OF FROST & SULLIVAN (BEIJING) INC.
We hereby consent to (i) references to our name, (ii) inclusion of information and data contained in our industry report dated May 9, 2022 and (iii) citation of the industry report, in each case, in this Prospectus constituting a part of this Registration Statement on Form F-4. We further hereby consent to the filing of this letter as an exhibit to the Registration Statement with the SEC.
| /s/ Frost & Sullivan (Beijing) Inc. | |
| Beijing, China | |
| October 14, 2022 |