ESSC East Stone Acquisition

Filed: 25 Feb 21, 4:45pm





Washington, D.C. 20549








Date of Report (Date of earliest event reported): February 23, 2021


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)
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


On February 23, 2021, East Stone Acquisition Corporation (the “Company”) issued an unsecured promissory note (the “Note”) in the amount of up to $500,000 to Chunyi (Charlie) Hao, the Chairman of the Board of Directors and Chief Financial Officer of the Company. The Note bears no interest and is repayable in full upon the earlier of consummation of the Company’s initial business combination and its winding up.  The note may also be converted into units at a price of $10.00 per unit at the option of the holder of the Note upon the consummation of the Company’s initial business combination. Such units would be identical to the private placement units issued to Double Ventures Holdings Limited, I-Bankers Securities, Inc., Hua Mao and Cheng Zhao at the Company’s initial public offering.


The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.


A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.


Item 3.02 Unregistered Sales of Equity Securities.


The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


The following exhibits are being filed herewith:


Exhibit No. Description
10.1 Promissory Note







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: February 25, 2021By:/s/ Xiaoma (Sherman) Lu
  Name:Xiaoma (Sherman) Lu
  Title:   Chief Executive Officer