Item 1.01. Entry into a Material Definitive Agreement.

On August 26, 2022, East Stone Acquisition Corporation, a British Virgin Islands business company and blank check company (the "Company" or "East Stone"), issued a promissory note (the "Note") in the principal sum of up to $350,000 (the "Extension Funds") to ICONIQ Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability ("ICONIQ"), or its permitted assigns or successors in interest.

On August 19, 2022, the Extension Funds had been deposited into the Company's trust account by ICONIQ for the Company's public shareholders.

The Note bears no interest and is repayable by the Company on the earlier of, subject to waiver against trust provisions, (a) the date of the consummation of the Company's initial business combination (as that term is defined in that certain Business Combination Agreement entered into by and among the Company and ICONIQ and such other parties named therein, dated on April 15, 2022 (the "Business Combination Agreement")), (b) the termination of the Business Combination Agreement or (c) the date of the liquidation of the Company.

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

The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed in a Current Report on Form 8-K filed by the Company on August 22, 2022 with the Securities and Exchange Commission (the "SEC"), on August 22, 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 an initial business combination from August 24, 2022 to February 24, 2023. At the Extension Meeting, the Company's shareholders approved the Charter Amendment.

The Company filed the Charter Amendment with the British Virgin Islands Registrar of Corporate Affairs on August 23, 2022. The foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference.

Item 9.01 Financial Statements and Exhibits.





  (d) Exhibits The following exhibits are filed with this Form 8-K:




Exhibit No.   Description

3.1             Amended and Restated Memorandum and Articles of Association
10.1            Promissory Note issued to ICONIQ Holding Limited, dated August 26, 2022
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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