S-1MEF

As filed with the Securities and Exchange Commission on February 19, 2020

Registration No. 333-           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

East Stone Acquisition Corporation(Exact name of registrant as specified in its charter)

British Virgin Islands	6770	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

25 Mall Road, Suite 330
Burlington, MA 01803
(781) 202 9128

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Xiaoma (Sherman) Lu
130 Worthen Road
Lexington, MA 02421
(617) 991-5173

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Barry Grossman, Esq.
Stuart Neuhauser, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas,
New York, New York 10105
(212) 370-1300
(212) 370-7889 — Facsimile Simon Schilder
Michael Killourhy Ogier
Ritter House, 6^th Floor
Wickhams Cay II
PO Box 3170
Road Town, Tortola
British Virgin Islands, VG1110
+ 1 (284) 852 7300 Ralph V. De Martino
Cavas S. Pavri
Schiff Hardin LLP
901 K Street NW, Suite 700
Washington, DC 20001
(202) 778-6400
(202) 778-6460 — Facsimile

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-235949

If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Amount Being Registered(2)		Proposed Maximum Offering Price per Security(1)		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Units, each consisting of one ordinary share of no par value, one Right entitling the holder to receive one-tenth (1/10) of one ordinary share and one redeemable Warrant entitling the holder to purchase one-half (1/2) of one ordinary share(3)		2,300,000	$	10.00	$	23,000,000	$	2,985.40
Ordinary Shares of no par value, included as part of the Units(3)		2,300,000		—		—		—	(4)
Rights included as part of the Units(3)		2,300,000		—		—		—	(4)
Shares underlying Rights included as part of the Units(3)		230,000		—		—		—	(4)
Redeemable Warrants included as part of the Units(3)		2,300,000		—		—		—	(4)
Representative’s Warrants(3)		115,000	$	12.00	$	1,380,000	$	179.12
Representative’s Share(3)		17,250	$	10.00	$	172,500	$	22.39
Total					$	24,552,500	$	3,186.91	(5)

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

(2) Represents only the additional number of securities being registered. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-235949).

(3) Pursuant to Rule 416, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4) No fee pursuant to Rule 457(g).

(5) The registrant previously registered securities having a proposed maximum aggregate offering price of $122,762,500 on its Registration Statement on Form S-1, as amended (File No. 333-235949), which was declared effective by the Securities and Exchange Commission on February 19, 2020. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $24,552,500 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option.

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement on Form S-1 is being filed with respect to the registration of (i) 2,300,000 additional units of East Stone Acquisition Corporation, a British Virgin Islands company (the “Registrant”), each consisting of one ordinary share, one redeemable warrant and one right, (ii) 115,000 additional redeemable warrants and (iii) 17,250 additional ordinary shares of the Registrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V to Form S-1. Each warrant entitles the holder thereof to purchase one-half (1/2) of one ordinary share at a price of $11.50 per full share, subject to certain adjustments. Each right entitles the holder thereof to receive one-tenth (1/10) of one ordinary share upon the Registrant’s initial business combination. This Registration Statement relates to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-235949) (the “Prior Registration Statement”), initially filed by the Registrant on January 17, 2020 and declared effective by the Securities and Exchange Commission on February 19, 2020. The required opinions of counsel and related consents and accountant’s consent are attached hereto and filed herewith. Pursuant to Rule 462(b), the contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into this Registration Statement.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits. All exhibits filed with or incorporated by reference in the Registration Statement on Form S-1 (SEC File No. 333-235949) are incorporated by reference into, and shall be deemed a part of, this Registration Statement, and the following additional exhibits are filed herewith, as part of this Registration Statement:

Exhibit No.	Description
5.1	Opinion of Ogier, British Virgin Islands counsel to the Registrant.
5.2	Opinion of Ellenoff Grossman & Schole LLP, counsel to the Registrant.
23.1	Consent of Withum Smith+Brown, PC.
23.2	Consent of Ogier (included in Exhibit 5.1)
23.3	Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.2)
24	Power of Attorney (included in signature page to the Registrant’s Prior Registration Statement (File No. 333-235949), filed on January 17, 2020.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Burlington, MA, on the 19th day of February 2020.

East Stone Acquisition Corporation
By:	/s/ Xiaoma (Sherman) Lu
	Name: Xiaoma (Sherman) Lu
	Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities on February 19, 2020.

Name	Position
/s/ Xiaoma (Sherman) Lu	Chief Executive Officer
Xiaoma (Sherman) Lu	(Principal executive officer)
/s/ Chunyi (Charlie) Hao	Chairman, Chief Financial Officer and Director
Chunyi (Charlie) Hao	(Principal financial and accounting officer)

II-2

EX-5.1

 Exhibit 5.1

	D +1 284 852 7309
	E  michael.killourhy@ogier.com
	Reference: MJK/DNM/175949.1
	19 February 2020

Dear Sirs

East Stone Acquisition Corporation (the Company) – S-1 MEF

We have acted as counsel as to British Virgin Islands law to the Company in connection with the Company’s registration statement filed with the Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933, as amended (the Securities Act), on Form S-1, such registration statement including all amendments or supplements to such form filed with the Commission (the Registration Statement), related to: (i) the offering and sale (the Offering) of up to an additional 2,300,000 units (each a Unit and together the Units), with each Unit consisting of: one ordinary share of no par value in the Company (each a Share and together the Shares); one redeemable warrant, exercisable on the later of the completion of an initial business combination by the Company or 12 months from the date of the prospectus in respect of the Offering, to purchase one half of one Share (each a Warrant and together the Warrants); and one right (each a Right and together the Rights) to receive one-tenth of a Share at the closing of an initial business combination by the Company, to the underwriters of the Offering (the Underwriters) for whom I-Bankers Securities, Inc. (the Representative) is acting as representative; (ii) the sale 17,250 additional Shares to the Representative (the Representative Shares); (iii) the sale of 115,000 additional Warrants to the Representative (the Representative Warrants); and (iv) all Shares, Warrants and Rights issued as part of the Units included in the Offering, all Shares underlying those Warrants and Rights comprised in such Units, all of the Representative Shares and all Shares underlying the Representative Warrants (which together constitute all of the ordinary shares or rights to acquire the same in the Company being registered pursuant to the Registration Statement). This opinion is given in accordance with the terms of the legal matters section of the Registration Statement.

1 Documents

In preparing this opinion, we have reviewed copies of the following documents:

(a) the Registration Statement;

(b) (i) the constitutional documents and public records of the Company obtained from the Registry of Corporate Affairs in the British Virgin Islands on 16 January 2020;

(ii) the public information revealed from searches (the Court Searches) of the electronic records of the Civil Division and the Commercial Division of the Registry of the High Court and of the Court of Appeal (Virgin Islands) Register, each from 1 January 2000, as maintained on the Judicial Enforcement Management System (JEMS) by the Registry of the High Court of the Virgin Islands on 16 January 2020, (each of the searches in (b)(i) and (ii) together and including as both updated on 19 February 2020, the Public Records);

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(c) a registered agent’s certificate issued by the Company’s registered agent dated 22 January 2020 (the Registered Agent’s Certificate);

(d) written resolutions of the sole director of the Company containing resolutions of the sole director of the Company dated 19 January 2020 ratifying and approving, inter alia, the Registration Statement (Directors’ Resolutions); and

(e) written resolutions of the shareholders of the Company containing resolutions of the sole shareholder of the Company dated 16 January 2020 and 18 February 2020 adopting the Amended and Restated Memorandum and Articles of Association of the Company (the Shareholders' Resolutions and together with the Directors' Resolutions, the Resolutions).

We have not made any enquiries or undertaken any searches concerning, and have not examined any other documents entered into by or affecting the Company or any other person, save for the examinations referred to in paragraph 1 above. In particular, but without limitation, we have not examined any documents referred to within the Registration Statement save as expressly referred to above and our opinion is limited accordingly.

2 Assumptions

This opinion is given only as to the circumstances existing on the date hereof and as to British Virgin Islands law in force on this date. We have relied on the Registered Agent's Certificate without further enquiry and upon the following assumptions, which we have not independently verified:

(a) all parties to the Registration Statement (other than the Company) have the capacity, power and authority to exercise their rights and perform their obligations under such Registration Statement;

(b) the Registration Statement has been or, as the case may be, will be duly authorised by or on behalf of all relevant parties (other than the Company);

(c) copies of documents or records provided to us are true copies of the originals which are authentic and complete;

(d) all signatures and seals on all documents are genuine and authentic and in particular that any signatures on the documents we have reviewed are the true signatures of the persons authorised to execute the same;

(e) the Resolutions remain in full force and effect;

(f) the accuracy and completeness of the Registered Agent's Certificate as at the date hereof; and

(g) the information and documents disclosed by the searches of the Public Records was and is accurate, up-to-date and remains unchanged as at the date hereof and there is no information or document which has been delivered for registration by any party (other than the Company), or which is required by the laws of the British Virgin Islands to be delivered for registration by any party (other than the Company), which was not included and available for inspection in the Public Records.

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3 Opinion

Based upon the foregoing, and subject to the qualifications expressed below, we are of the opinion that:

(a) The Company is a company duly incorporated with limited liability under the BVI Business Companies Act, 2004 and validly existing in good standing under the laws of the British Virgin Islands. It is a separate legal entity and is subject to suit in its own name.

(b) The Company has the capacity and power to exercise its rights and perform its obligations under and as described in the Registration Statement.

(c) The Shares included in the Units to be offered and sold by the Company as contemplated by the Registration Statement and the Representative Shares have been duly authorised for issue and, when issued by the Company against payment in full of the consideration therefor in accordance with the terms set out in the Registration Statement and the terms in the underwriting agreement referred to within the Registration Statement and duly registered in the Company’s register of members, will be validly issued, fully paid and non-assessable.

(d) Any Shares which are to be issued pursuant to the Warrants (including the Representative Warrants), in each case when the Warrants are exercisable under the terms of the warrant agreement referred to within the Registration Statement, have been duly authorised for issue and, when issued by the Company in accordance with the terms of the warrant agreement as referred to in the Registration Statement, and duly registered in the Company’s register of members, will be, subject to payment of the exercise price therefor under the terms of the Warrants, validly issued, fully paid and non-assessable.

(e) Any Shares which are to be issued pursuant to the Rights, in each case when the rights are exchangeable under the terms of the rights agreement as described in the Registration Statement, have been duly authorised for issue and, when issued by the Company in accordance with the terms of that same rights agreement, and duly registered in the Company’s register of members, will be validly issued, fully paid and non-assessable.

(f) The performance of the Company's obligations under the Registration Statement do not and will not conflict with or result in any breach of:

(i) the Amended and Restated Memorandum and Articles of Association of the Company; or

(ii) any law of the British Virgin Islands applicable to the Company.

(g) There were no actions pending against the Company based on our search of each of the Civil Index Book and the Commercial Book maintained by the British Virgin Islands High Court Registry.

(h) On the basis of our searches conducted at the Registry of Corporate Affairs and the Court Searches, no currently valid order or resolution for the winding-up of the Company and no current notice of appointment of a receiver in the British Virgin Islands over the Company, or any of its assets, appears on the records maintained in respect of the Company. It is a requirement under section 118 of the Insolvency Act 2003 that notice of appointment of a receiver be registered with the Registry of Corporate Affairs, however, it should be noted that failure to file a notice of appointment of a receiver does not invalidate the receivership but gives rise to penalties on the part of the receiver.

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4 Limitations

We offer no opinion:

(a) in relation to the laws of any jurisdiction other than the British Virgin Islands (and we have not made any investigation into such laws);

(b) in relation to any representation or warranty made or given by the Company in the Registration Statement; or

(c) as to the commerciality of the transactions envisaged in the Registration Statement or, save as expressly stated in this opinion, whether the Registration Statement and the transaction envisaged therein achieve the commercial, tax, legal, regulatory or other aims of the parties to the Registration Statement.

5 Governing Law and Reliance

(a) This opinion shall be governed by and construed in accordance with the laws of the British Virgin Islands and is limited to the matters expressly stated herein. This opinion is confined to and given on the basis of the laws and practice in the British Virgin Islands at the date hereof.

(b) We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the legal matters and taxation sections of the Registration Statement. 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 Securities Act or the Rules and Regulations of the Commission thereunder.

Yours faithfully

/s/ OGIER

Ogier

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EX-5.2

Exhibit 5.2

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

February 19, 2020

East Stone Acquisition Corporation  

25 Mall Road, Suite 330

Burlington, MA 01803 

Re: Registration Statement of East Stone Acquisition Corporation

Ladies and Gentlemen:

We have acted as United States counsel to East Stone Acquisition Corporation, a British Virgin Islands company (the “Company”) in connection with the filing by the Company with the United States Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-1 (the “462(b) Registration Statement”) for the purpose of registering with the Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), the sale by the Company of (1) up to 2,300,000 additional units of the Company (collectively the “Units”), with each Unit consisting of one ordinary share of the Company, no par value (the “Ordinary Shares”), one redeemable warrant (the “Warrant”), each whole Warrant entitling the holder thereof to purchase one-half (1/2) of one Ordinary Share, and one right (the “Right”) to receive one-tenth (1/10) of one Ordinary Share, (ii) 115,000 additional Warrants and (ii) 17,250 additional Ordinary Shares. The 462(b) Registration Statement relates to the Company’s Registration Statement on Form S-1 initially filed by the Company with the Commission on January 17, 2020 (as amended, the “Registration Statement”) and declared effective by the Commission on February 19, 2020. This opinion is being given in accordance with the Legal Matters section of the Registration Statement, as it pertains to the portions of New York law set forth below. The law firm of Ogier will be providing the opinion as to whether the Ordinary Shares are validly issued, fully paid and non-assessable.

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. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced or certified copies, and the authenticity of the originals of those latter documents. As to questions of fact material to this opinion, we have, to the extent deemed appropriate, relied upon certain representations of certain officers and employees of the Company.

Based upon the foregoing, we are of the opinion that:

1. Units. When the offering is completed as contemplated by the Registration Statement and the 462(b) Registration Statement, such Units will be legally binding obligations of the Company, enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; and (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Unit Certificate.

2. Warrants. When the Warrants underlying the Units are issued, delivered and paid for as part of the Units, as contemplated by the Registration Statement and the 462(b) Registration Statement, such Warrants will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Warrant Agreement; (e) with respect to the Ordinary Share, we express no opinion to the extent that, notwithstanding its current reservation of Ordinary Shares, future issuances of securities, including the Ordinary Share, of the Company and/or adjustments to outstanding securities, including the Warrants, of the Company may cause the Warrants to be exercisable for more Ordinary Shares than the number that remain authorized but unissued and (f) we have assumed the Exercise Price (as defined in the Warrant Agreement) will not be adjusted to an amount below the par value per share of the Ordinary Share.

3. Rights. When the Rights underlying the Units are issued, delivered, and paid for as part of the Units, as contemplated by the Registration Statement and the 462(b) Registration Statement, such Rights will be legally binding obligations of the Company enforceable in accordance with their terms except: (a) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law); (b) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; (c) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (d) we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Right Agreement; and (e) with respect to the Ordinary Share, we express no opinion to the extent that, notwithstanding its current reservation of Ordinary Shares, future issuances of securities, including the Ordinary Share, of the Company and/or adjustments to outstanding securities, including the Rights, of the Company may cause the Rights to be exercisable for more Ordinary Shares than the number that remain authorized but unissued.

Our opinion herein is expressed solely with respect to the New York Corporation Law of the State of New York. Our opinion is based on these laws as in effect on the date hereof and as of the effective date of the Registration Statement and the 462(b) Registration Statement, and we assume no obligation to revise or supplement this opinion after the effective date of the Registration Statement and the 462(b) Registration Statement should the law be changed by legislative action, judicial decision or otherwise. Where our opinions expressed herein refer to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date. Our opinions expressed herein are limited to the matters expressly stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Not in limitation of the foregoing, we are not rendering any opinion as to the compliance with any other federal or state law, rule or regulation relating to securities, or to the sale or issuance thereof.

We hereby consent to the use of this opinion as an exhibit to the 462(b) Registration Statement, to the use of our name as your counsel and to all references made to us in the 462(b) Registration Statement and in the prospectus forming a part thereof. 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.

Very truly yours,

/s/ Ellenoff Grossman & Schole LLP

Ellenoff Grossman & Schole LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated February 5, 2020, relating to the balance sheet of East Stone Acquisition Corp. as of June 30, 2019 and the related statements of operations, changes in shareholders’ equity and cash flows for the period from August 9, 2018 (inception) through June 30, 2019, appearing in Amendment No. 1 to the Registration Statement on Form S-1, File No. 333-235949.

/s/ WithumSmith+Brown, PC

New York, New York

February 19, 2020