SecProbe.io

CORRESP
 1
 filename1.htm

 Robo.ai Inc.

 Office 114-117, Floor 1, Building A1

 Dubai Digital Park, Dubai Silicon Oasis

 Dubai, UAE

 September 23, 2025

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Robo.ai Inc. (formerly known as NWTN Inc.) (CIK No. 0001932737)

 Registration Statement on Form F-1 (File No. 333-289926)
 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended (the "Act"), Robo.ai Inc. (formerly known as NWTN Inc.) (the "Company")
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the "Registration Statement")
be accelerated to, and that the Registration Statement become effective at, 4:00 p.m. Eastern Time on September 25, 2025, or as soon thereafter
as practicable. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Act.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statement in accordance with Rule 461 of Regulation C. Such request may be made by an executive
officer of the Company or by any attorney from the Company's U.S. counsel, Han Kun LLP.

 [ Signature page follows ]

 Very truly yours,

 Robo.ai Inc.

 By:
 /s/ Benjamin Bin Zhai

 Name:
 Benjamin Bin Zhai

 Title:
 Chief Executive Officer

 [ Signature Page to Acceleration Request ]

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 14, 2025

Benjamin Bin Zhai
Chief Executive Officer
NWTN, Inc.
Office 114-117, Floor 1, Building A1
Dubai Digital Park, Dubai Silicon Oasis
Dubai, UAE

 Re: NWTN, Inc.
 Draft Registration Statement on Form F-1
 Submitted on August 8, 2025
 CIK 0001932737
Dear Benjamin Bin Zhai:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
non-public draft
submission on EDGAR at least two business days prior to the requested effective
date and
time. Please refer to Rules 460 and 461 regarding requests for acceleration. We
remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Peter Pang
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

NWTN
Inc.

Office
114-117, Floor 1, Building A1

Dubai
Digital Park, Dubai Silicon Oasis

Dubai,
UAE

VIA
EDGAR SUBMISSION

October
18, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

    Attn:
    Dale Welcome

    Claire Erlanger

    Alex King

    Geoffrey Kruczek

    Re:
    NWTN Inc.

    Registration Statement on Form F-4, as amended (File No. 333-266322)

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, NWTN Inc. (the “Company”)
hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-4 (the “Registration Statement”)
be accelerated to and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on October 20, 2022, or as soon thereafter
as practicable, or at such other time as the Company or its outside counsel, Linklaters LLP, requests by telephone that such Registration
Statement be declared effective.

Please
contact Jeffrey Cohen, at jeffrey.cohen@linklaters.com, or by telephone at (212) 903-9014, and Xiaoxi Lin, at xiaoxi.lin@linklaters.com,
or by telephone at (852) 2901-5368 as soon as the Registration Statement has been declared effective, or if you have any other questions
or concerns regarding this matter.

[Signature
page follows]

    Sincerely,

    NWTN,
    Inc.

    /s/ Peter
    Jianfeng CHEN

    Name:
        Peter Jianfeng CHEN

    Title:
    Chief Financial Officer

    cc:

    Jeffrey
    Cohen, Linklaters LLP

    Xiaoxi Lin, Linklaters LLP

CORRESP
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filename1.htm

    Linklaters LLP

1290 Avenue of the Americas

New York, NY 10104

United States

Telephone (+1) 212 903 9000

VIA EDGAR SUBMISSION

October 14, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Dale Welcome

    Claire Erlanger

    Alex King

    Geoffrey Kruczek

    Re:
    NWTN, Inc.

Amendment No. 3 to Registration Statement Filed on Form F-4

Filed September 28, 2022

File No. 333-266322

Ladies and Gentlemen:

On behalf of NWTN, Inc.
(the “Company”), we are publicly submitting concurrently herewith Amendment No. 3 to the Registration Statement
on Form F-4 filed with the Securities and Exchange Commission (the “Commission”) on October 14, 2022 (the
“Amendment No. 3”) via the Commission’s EDGAR system. In this letter, we respond to the comments of the
staff (the “Staff”) of the Division of Corporation Finance of the Commission contained in the Staff’s
letter dated October 11, 2022 (the “Letter”). For ease of reference, the numbered paragraphs below correspond
to the numbered comments in the Letter, with the Staff’s comments presented in bold font type.

The responses below follow
the sequentially numbered comments from the Letter. All page references in the responses set forth below refer to page numbers
in the Amendment No. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amendment
No. 3.

Amendment No. 2 to Registration Statement on Form F-4 filed September
28, 2022

General

1. Please file the consent of Frost & Sullivan as an exhibit.

Response: In response to the Staff’s
comment, the Company has filed Frost & Sullivan’s consent as Exhibit 23.6 of the Registration Statement.

2. The legal opinion you file should address each transaction
you intend to register. Exhibit 5.1 currently does not appear to address the issuance of the warrants. Please file a revised opinion.

Response: In response to the Staff’s
comment, the Company has revised Exhibit 5.1 of the Registration Statement. Additionally, since the Pubco Warrants will be governed
by New York law, the Company has filed as Exhibit 5.2 an opinion of counsel to address the validity and enforceability of the Pubco Warrants
to be issued.

3. We note the new disclosures regarding the engagement of China
Renaissance as financial advisor. Please clarify how you complied with the requirements of Items 4(b) and 21(c) to Form F-4.

Response: The Company respectfully submits that it has complied
with the requirements of Items 4(b) and 21(c) to Form F-4 as it has not received any report, opinion or appraisal materially relating
to the Business Combination from China Renaissance nor has any such document been referred to in the Registration Statement. The Company
had inadvertently omitted to disclose China Renaissance’s role as ICONIQ’s financial advisor in prior F-4 submissions. When
the error was discovered, it was immediately rectified, and the Form F-4 was revised on September 28, 2022 to disclose China Renaissance’s
engagement on page 129, and compensation to be paid to China Renaissance was recorded on pages 158-159 as part of estimated transaction
expenses in the Company’s pro forma financial statements. The Company proposes to clarify the scope of China Renaissance’s
services and related compensation by revising page 129 in the final prospectus for the Form F-4 as follows (proposed changes in bold and
italics):

Engagement of China Renaissance as Financial
Advisor to ICONIQ

China Renaissance was engaged by ICONIQ in
February 2022 to act as a financial advisor in connection with the Business Combination and provided certain financial
advisory services in support of the transaction, including but not limited to assisting ICONIQ in identifying potential acquirors,
assisting ICONIQ in preparing marketing materials in connection with the potential merger and analyzing ICONIQ’s prospects for a
transaction. China Renaissance was not engaged to provide a report, opinion or appraisal for ICONIQ’s proposed business combination
with East Stone. As compensation for its services as financial advisor, China Renaissance will receive a fixed
fee of $5,500,000 upon the consummation of the Business Combination. Additionally, until April 2024, China Renaissance is entitled to
a right of first offer to serve as exclusive financial advisor, purchaser, placement agent or underwriter to ICONIQ for any future restructuring
or financing transaction on terms customary to China Renaissance for similar transactions; provided that China Renaissance has not and
will not receive any compensation in connection with the PIPE Investments.

    2

If you have any questions
regarding the foregoing or the Amendment No. 3, please contact our counsel, Jeffrey Cohen, at jeffrey.cohen@linklaters.com, or by telephone
at (212) 903-9014, and Xiaoxi Lin, at xiaoxi.lin@linklaters.com, or by telephone at (852) 2901-5368.

    Sincerely,

    /s/ Brandon Dong

    Brandon Dong

    SVP, Capital Markets

    cc:
    Jeffrey Cohen, Linklaters LLP

    Xiaoxi Lin, Linklaters LLP

3

United States securities and exchange commission logo
October 11, 2022
Brandon Dong
SVP, Capital Markets
NWTN, Inc.
Office 114-117, Floor 1, Building A1
Dubai Digital Park, Dubai Silicon Oasis
Dubai, UAE
Re:NWTN, Inc.
Amendment No. 2 to Registration Statement Filed on Form F-4
Filed September 28, 2022
File No. 333-266322
Dear Brandon Dong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 12, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-4 filed September 28, 2022
General
1.Please file the consent of Frost & Sullivan as an exhibit.
2.The legal opinion you file should address each transaction you intend to register.  Exhibit
5.1 currently does not appear to address the issuance of the warrants.  Please file a revised
opinion.
3.We note the new disclosures regarding the engagement of China Renaissance as financial
advisor.  Please clarify how you complied with the requirements of Items 4(b) and 21(c)
to Form F-4.

 FirstName LastNameBrandon Dong
 Comapany NameNWTN, Inc.
 October 11, 2022 Page 2
 FirstName LastName
Brandon Dong
NWTN, Inc.
October 11, 2022
Page 2
            You may contact Dale Welcome at 202-551-3865 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Alex King at 202-551-8631 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Cohen

CORRESP
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filename1.htm

  Linklaters LLP

  1290 Avenue of the Americas

  New York, NY 10104

  United States

  Telephone (+1) 212 903 9000

VIA
EDGAR SUBMISSION

September
28, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attn:   Dale
Welcome

    Claire
Erlanger

    Alex
King

    Geoffrey
Kruczek

    Re:
    NWTN,
    Inc.

    Amendment No.2 to Registration Statement Filed on Form F-4

    Filed July 26, 2022

    File No. 333-266322

Ladies
and Gentlemen:

On
behalf of NWTN, Inc. (the “Company”), we are publicly submitting concurrently herewith Amendment No.
2 to the Registration Statement on Form F-4 filed with the Securities and Exchange Commission (the “Commission”)
on July 26, 2022 (the “Amendment No. 2”) via the Commission’s EDGAR system. In this letter, we respond
to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Commission contained
in the Staff’s letter dated September 12, 2022 (the “Letter”). For ease of reference, the numbered paragraphs
below correspond to the numbered comments in the Letter, with the Staff’s comments presented in bold font type.

The
responses below follow the sequentially numbered comments from the Letter. All page references in the responses set forth below
refer to page numbers in the Amendment No. 2. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such
terms in the Amendment No. 2.

U.S. Securities
and Exchange Commission

September 28, 2022

Page 2

Amendment
No.2 to Registration Statement on Form F-4 filed July 26, 2022

Selected
Historical Financial Information

ICONIQ, page 41

 1. We
                                            refer to your selected consolidated balance sheet data. Please reconcile total non-current
                                            assets and total assets, as of March 31, 2022 and December 31, 2020, to your historical financial
                                            statements.

Response: In response to the Staff’s
comment, the Company has revised disclosure on page 42 of the Registration Statement and further updated the relevant financial figures
as of March 31, 2022 to June 30, 2022.

Unaudited
Pro Forma Combined Balance Sheet, page 156

 2. It
                                            appears that the amounts shown for each of your current liabilities in the historical East
                                            Stone column do not correspond with the respective accounts in the historical unaudited balance
                                            sheet at March 31, 2022. Please revise to be consistent with the East Stone balance sheet
                                            at March 31, 2022.

Response: In response to the Staff’s
comment, the Company has revised disclosure on page 158 of the Registration Statement and further updated the relevant financial figures
as of March 31, 2022 to June 30, 2022.

 3. It
                                            appears to us that the adjustment to deferred offering costs should eliminate the entire
                                            ICONIQ historical balance of $0.6 million. Please revise the pro forma balance sheet and
                                            the related note to adjustment (3) as appropriate.

Response: In response to the Staff’s
comment, the Company has revised disclosure on page 158 of the Registration Statement and further updated the relevant financial figures
as of March 31, 2022 to June 30, 2022.

 4. It
                                            is unclear to us why there is a balance remaining for ordinary shares subject to redemption
                                            under either scenario. Please revise your pro forma balance sheet accordingly.

Response: In response to the Staff’s
comment, the Company has revised disclosure on page 158 of the Registration Statement and further updated the relevant financial figures
as of March 31, 2022 to June 30, 2022.

U.S. Securities
and Exchange Commission

September 28, 2022

Page 3

Unaudited
Pro Forma Combined Statement of Operations for the Three Months Ended March 31, 2022, page 158

 5. We
                                            refer to adjustment (2). Since you have disclosed that that the estimated transaction costs
                                            are non-recurring, and this adjustment is reflected in the pro forma statement of operations
                                            for the year ended December 31, 2021, it appears to us that this adjustment should
                                            be removed from the unaudited pro forma combined statement of operations for the three months
                                            ended March 31, 2022. Please revise your disclosure or tell us how this adjustment is appropriate.

Response: In response to the Staff’s
comment, the Company has revised disclosure on page 160 of the Registration Statement and further updated the relevant financial figures
for the three months ended March 31, 2022 to the six months ended June 30, 2022.

 6. We
                                            note that you have not adjusted the pro forma statement of operations, for the three months
                                            ended March 31, 2022, for the change in the fair value of the forward share purchase agreements
                                            related to the JHD transaction which was terminated in February 2022. It appears that if
                                            the pro forma statement of operations assumes the ICONIQ transaction occurred as of January
                                            1, 2021, this amount would be adjusted due to the fact that the JHD agreement had to be terminated
                                            prior to the ICONIQ business combination occurring. Please revise as appropriate and label
                                            as adjustment (4).

Response: In response to the Staff’s
comment, the Company has revised disclosure on pages 160-161 of the Registration Statement and further updated the relevant financial
figures for the three months ended March 31, 2022 to the six months ended June 30, 2022.

Notes
and Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations, page 159

 7. It
                                            appears that the note to adjustment (4) was deleted. Please reinstate this note and indicate
                                            that the adjustment reflects the reversal of forward share purchase agreements related to
                                            the JHD transactions, assuming the ICONIQ transaction occurred as of January 1, 2021.

Response: In response to the Staff’s
comment, the Company has revised disclosure on page 161 of the Registration Statement.

Shares
calculation, page 160

 8. Please
                                            revise your lead-in sentence to indicate that the calculation assumes two alternate levels
                                            of conversion for both periods presented.

Response: In response to the Staff’s
comment, the Company has revised disclosure on page 162 of the Registration Statement.

 9. We
                                            note from your response to our prior comment 14 that you have revised your disclosure to
                                            include the Comparative Share Information on page 162 for the interim period ended March
                                            31, 2022. Please explain to us how you considered the requirements in Item 3(f) of Form F-4
                                            to include information for the year ended December 31, 2021. Please advise or revise accordingly.

Response: In response to the Staff’s
comment, the Company has revised disclosure on pages 164-165 of the Registration Statement and further updated the relevant financial
figures for the three months ended March 31, 2022 to the six months ended June 30, 2022, and relevant financial figures as of March 31,
2022 to June 30, 2022.

East
Stone's Management's Discussion and Analysis of Financial Condition and Results of Operations, page 193

 10. We
                                            refer to the second paragraph of your disclosure. It does not appear that for both the three
                                            and six months ended June 30, 2022 that the respective operating losses were offset by the
                                            change in fair value of derivative warrant liabilities as indicated in your narrative. Please
                                            revise your disclosures accordingly.

Response:
In response to the Staff’s comment, the Company has revised disclosure
on page 196 of the Registration Statement.

U.S. Securities
and Exchange Commission

September 28, 2022

Page 4

ICONIQ
Holding Limited Audited Financial Statements

18. Subsequent Events, page F-48

 11. Please
                                            revise your disclosure at the beginning of Note 18 to refer to “the events mentioned
                                            below.”

Response:
In response to the Staff’s comment, the Company has revised disclosure on page F-48 of the Registration Statement.

Exhibits

 12. We
                                            note your response to prior comment 8. Please include ValueScope's consent to being named
                                            in the prospectus and to the filing of its opinion as an exhibit.

Response:
In response to the Staff’s comment, the Company has revised Exhibit 23.5 of the Registration Statement.

General

 13. Please
                                            provide a factual update on your cover page, prospectus summary, and risk factors to disclose
                                            the agreement reached between the PCAOB and the CSRC on August 26, 2022.

Response: In response to the Staff’s comment, the Company
has revised its disclosure on the cover page, page 39 and page 75 of the Amendment No.2.

 14. We
                                            note your revisions in response to prior comment 18.  Please expand to disclose the
                                            extent state-owned enterprises in China own your securities or otherwise influence your business.
                                            Ensure your table on pages 244 and 245 reflect the beneficial owners of the shares held by
                                            the entities listed.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 49, 206, 220 and 252 of the Amendment No.2. The Company confirms that no state-owned
enterprise other than the Jinhua PIPE Investor will own any share of Pubco immediately post-Business Combination. On pages 206 and 220,
in addition to disclosing the amount of Pubco Ordinary Shares and voting power owned by the Jinhua PIPE Investor post-Business Combination,
the Company has also included a cross-reference to the Risk Factors section, where it has disclosed that failure to fulfil certain conditions
set forth in the Jinhua Investment Agreement may disqualify ICONIQ from applying for such benefits and incentives or require ICONIQ to
return a part or all of the benefits or incentives already received, the occurrence of which could have a material adverse effect on
its business, results of operations or financial condition. As disclosed on pages 206 and 219, readers are encouraged to refer to the
full text of the Jinhua investment agreement which is filed as Exhibit 10.17 for the details of such benefits and conditions.

U.S. Securities
and Exchange Commission

September 28, 2022

Page 5

If
you have any questions regarding the foregoing or the Amendment No. 2, please contact our counsel, Jeffrey Cohen, at jeffrey.cohen@linklaters.com,
or by telephone at (212) 903-9014, and Xiaoxi Lin, at xiaoxi.lin@linklaters.com, or by telephone at (852) 2901-5368.

    Sincerely,

    /s/
Brandon Dong

    Brandon
                                            Dong

    SVP,
Capital Markets

cc:
Jeffrey Cohen, Linklaters LLP

      Xiaoxi
Lin, Linklaters LLP

United States securities and exchange commission logo
September 12, 2022
Brandon Dong
SVP, Capital Markets
NWTN, Inc.
Office 114-117, Floor 1, Building A1
Dubai Digital Park, Dubai Silicon Oasis
Dubai, UAE
Re:NWTN, Inc.
Amendment No. 1 to Registration Statement Filed on Form F-4
Filed August 29, 2022
File No. 333-266322
Dear Mr. Dong:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 12, 2022 letter.
Amendment No. 1 to Registration Statement on Form F-4 filed August 29, 2022
Selected Historical Financial Information
ICONIQ, page 41
1.We refer to your selected consolidated balance sheet data. Please reconcile total non-
current assets and total assets, as of March 31, 2022 and December 31, 2020, to your
historical financial statements.
Unaudited Pro Forma Combined Balance Sheet, page 156
2.It appears that the amounts shown for each of your current liabilities in the historical East
Stone column do not correspond with the respective accounts in the historical unaudited

 FirstName LastNameBrandon Dong
 Comapany NameNWTN, Inc.
 September 12, 2022 Page 2
 FirstName LastNameBrandon Dong
NWTN, Inc.
September 12, 2022
Page 2
balance sheet at March 31, 2022. Please revise to be consistent with the East Stone
balance sheet at March 31, 2022.
3.It appears to us that the adjustment to deferred offering costs should eliminate the entire
ICONIQ historical balance of $0.6 million. Please revise the pro forma balance sheet and
the related note to adjustment (3) as appropriate.
4.It is unclear to us why there is a balance remaining for ordinary shares subject to
redemption under either scenario. Please revise your pro forma balance sheet accordingly.
Unaudited Pro Forma Combined Statement of Operations for the Three Months Ended March 31,
2022, page 158
5.We refer to adjustment (2). Since you have disclosed that that the estimated transaction
costs are non-recurring, and this adjustment is reflected in the pro forma statement of
operations for the year ended December 31, 2021, it appears to us that this adjustment
should be removed from the unaudited pro forma combined statement of operations for
the three months ended March 31, 2022. Please revise your disclosure or tell us how this
adjustment is appropriate.
6.We note that you have not adjusted the pro forma statement of operations, for the three
months ended March 31, 2022, for the change in the fair value of the forward share
purchase agreements related to the JHD transaction which was terminated in February
2022. It appears that if the pro forma statement of operations assumes the ICONIQ
transaction occurred as of January 1, 2021, this amount would be adjusted due to the fact
that the JHD agreement had to be terminated prior to the ICONIQ business combination
occurring. Please revise as appropriate and label as adjustment (4).
Notes and Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations,
page 159
7.It appears that the note to adjustment (4) was deleted. Please reinstate this note and
indicate that the adjustment reflects the reversal of forward share purchase agreements
related to the JHD transactions, assuming the ICONIQ transaction occurred as of January
1, 2021.
Shares calculation, page 160
8.Please revise your lead-in sentence to indicate that the calculation assumes two alternate
levels of conversion for both periods presented.
Comparative Share Information, page 162
9.We note from your response to our prior comment 14 that you have revised your
disclosure to include the Comparative Share Information on page 162 for the interim
period ended March 31, 2022. Please explain to us how you considered the requirements
in Item 3(f) of Form F-4 to include information for the year ended December 31, 2021.

 FirstName LastNameBrandon Dong
 Comapany NameNWTN, Inc.
 September 12, 2022 Page 3
 FirstName LastName
Brandon Dong
NWTN, Inc.
September 12, 2022
Page 3
Please advise or revise accordingly.
East Stone's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 193
10.We refer to the second paragraph of your disclosure. It does not appear that for both the
three and six months ended June 30, 2022 that the respective operating losses were offset
by the change in fair value of derivative warrant liabilities as indicated in your narrative.
Please revise your disclosures accordingly.
ICONIQ Holding Limited Audited Financial Statements
18. Subsequent Events, page F-48
11.Please revise your disclosure at the beginning of Note 18 to refer to “the events mentioned
below.”
Exhibits
12.We note your response to prior comment 8.  Please include ValueScope's consent to being
named in the prospectus and to the filing of its opinion as an exhibit.
General
13.Please provide a factual update on your cover page, prospectus summary, and risk factors
to disclose the agreement reached between the PCAOB and the CSRC on August 26,
2022.
14.We note your revisions in response to prior comment 18.  Please expand to disclose the
extent state-owned enterprises in China own your securities or otherwise influence your
business.  Ensure your table on pages 244 and 245 reflect the beneficial owners of the
shares held by the entities listed.
            You may contact Dale Welcome at 202-551-3865 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alex King at 202-551-8631 or Geoffrey Kruczek at 202-551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Cohen

CORRESP
1
filename1.htm

    Linklaters LLP
 1290 Avenue of the Americas
 New
    York, NY 10104
 United States
 Telephone (+1) 212 903 9000

VIA
EDGAR SUBMISSION

August
29, 2022

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attn: Dale
                                            Welcome

Claire
Erlanger

Alex
King

Geoffrey
Kruczek

    Re:
    NWTN,
    Inc.

    Registration Statement on Form F-4

    Filed July 26, 2022

    File No. 333-266322

Ladies
and Gentlemen:

On behalf of NWTN, Inc. (the “Company”),
we are publicly submitting concurrently herewith Amendment No. 1 to the Registration Statement on Form F-4 filed with the Securities and
Exchange Commission (the “Commission”) on July 26, 2022 (the “Amendment No. 1”) via
the Commission’s EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”) of
the Division of Corporation Finance of the Commission contained in the Staff’s letter dated August 12, 2022 (the “Letter”).
For ease of reference, the numbered paragraphs below correspond to the numbered comments in the Letter, with the Staff’s comments
presented in bold font type.

The responses below follow the sequentially numbered
comments from the Letter. All page references in the responses set forth below refer to page numbers in the Amendment No. 1.
Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Amendment No. 1.

U.S. Securities and Exchange Commission

August 29, 2022

Page 2

Form
F-4 filed July 26, 2022

Cover
Page

 1. Please
                                            revise to disclose your response to prior comment 6 on your cover page.

Response:
In response to the Staff’s comment, the Company has revised its disclosure on the cover page of the Amendment No. 1.

Covenants
of the Parties, page 3

 2. We
                                            note your revisions in response to prior comment 21. Please revise to disclose the full dollar
                                            amount payable if the 50% threshold were reached. Also revise to clarify if the amounts are
                                            payable only when the 50% threshold is reached or whether the amount payable increases as
                                            the number of exercised warrants increases. For example, what is the amount payable if 100%
                                            of the warrants are exercised?

Response: In
response to the Staff’s comment, the Company has revised its disclosure on pages 3 and 101 of the Amendment No.
1.

Interests
of East Stones Initial Shareholders, page 32

 3. Please
                                            revise to more prominently disclose your responses to prior comments 62 and 63.

Response: In
response to the Staff’s comment, the Company has revised its disclosure on pages 33-34, 79, and 87 of the Amendment No.
1.

Selected
Historical Financial Information, page 39

 4. We
                                            note that the selected consolidated statements of operations for East Stone, there is a line
                                            item for cost of revenue and gross profit. However, the audited financial statements of East
                                            Stone reflect these as operating costs and do not reflect a gross profit subtotal. Please
                                            revise this section to be consistent with the audited financial statements.

Response: In
response to the Staff’s comment, the Company has revised its disclosure on page 41 of the Amendment No. 1.

Background
of the Business Combination with ICONIQ, page 115

 5. Please
                                            expand your revisions in response to prior comment 20 to explain the reasons for the $2.5
                                            billion valuation proposal on March 26, 2022, which represented a decreased valuation from
                                            the initial proposals.

Response: In
response to the Staff’s comment, the Company has revised its disclosure on pages 117 of the Amendment No. 1.

U.S. Securities and Exchange Commission

August 29, 2022

Page 3

Financial
Information and Comparable Company Analysis, page 119

 6. We
                                            note your revisions in response to prior comment 23. Please revise to clarify the references
                                            to “multiple valuation references” and “valuation references from ICONIQ”
                                            and to explain how those references served to confirm East Stone’s valuation. Please also
                                            revise to clarify how the information in the tables on pages 120 and 121 relate to East Stone’s
                                            determination of the value of ICONIQ.

Response: In response to the Staff’s comment, the Company
has revised its disclosure on pages 121-122 of the Amendment No. 1. We respectfully advise the Staff that the third party valuation
references referenced on pages 121-122 included evaluations performed by firms which prohibited public disclosure of their work product.
This, combined with the fact that such references were based on historical operations subject to significant uncertainty in future periods,
significantly limited their utility. Therefore, East Stone was able to refer to such evaluations for comparative purposes, but could not
rely on such references in any material fashion, and instead focused on its own independent valuation analysis of ICONIQ.

 7. Your
                                            disclosure added in response to prior comment 23 implies that East Stone did not receive
                                            projected financial information from ICONIQ. If so, please revise to state so directly and
                                            clearly. If not, revise to disclose those projections, including all material assumptions
                                            and estimates underlying those projections.

Response: In
response to the Staff’s comment, the Company has revised its disclosure on pages 121-122 of the Amendment No. 1.

Summary
of the Opinion of ValueScope, Inc., as Financial Advisor to East Stone, page 124

 8. Please
                                            revise to quantify the fees paid or payable to ValueScope and material relationships with
                                            ValueScope. Also file the opinion as an exhibit and include ValueScope’s consent.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 127 and Exhibit 99.9 of the Amendment No. 1. We respectfully note that the
preliminary draft opinion of ValueScope was previously filed as Annex F.

 9. We
                                            note your response to prior comment 24. Please revise to disclose the data underlying each
                                            of ValueScope’s analyses and explain how such data relates to ValueScope’s conclusions.

Response:
In response to the Staff’s comment, the Company has revised its disclosure
on pages 119 and 127 of the Amendment No. 1.

U.S. Securities and Exchange Commission

August 29, 2022

Page 4

Income
Approach, page 127

 10. The
                                            disclosure in the first paragraph suggests that ValueScope was not provided and/or did not
                                            use projected financial information relating to ICONIQ in conducting the analyses currently
                                            disclosed in your document. If so, revise to state so directly and disclose the projections
                                            that ValueScope generated as well as the underlying data. If not, disclose those projections.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 127 of the Amendment No. 1.

Tax
Consequences of the Business Combination, page 131

 11. We
                                            note your revisions in response to prior comment 25. Please revise to explicitly state that
                                            the disclosure in this section represents the opinion of named counsel. Also, given the continued
                                            use of “should” and what is “intended,” it continues to appear that the
                                            tax consequences are subject to uncertainty. Therefore, please revise to describe the reasons
                                            for and degree of uncertainty and the related risks to investors. Please also file a revised
                                            Exhibit 8.1 that includes counsel’s consent to being named in the registration statement.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 135-136 of the Amendment No. 1.

Unaudited
Pro Forma Combined Financial Information, page 150

 12. We
                                            note your response to prior comment 28; however, it appears to us that the convertible bond
                                            agreements, aggregating $102.4 million, should be presented as a separate column in your
                                            pro forma financial statements, as they are material to your balance sheet. Refer to Rule
                                            11-01(a)(8) of Regulation S-X.

Response: In
response to the Staff’s comment, the Company has revised its disclosure on page 156 of the Amendment No. 1.

Unaudited
Pro Forma Combined Statement of Operations for the Year Ended December 31, 2021, page 155

 13. We
                                            note that the subtotal “Operating Loss” on the pro forma statement of operations
                                            excludes amounts for general and administrative expenses and research and development expenses
                                            which appear to be operating expenses. Please revise so that if you present an operating
                                            loss subtotal on the face of the pro forma statement of operations, it includes all operating
                                            expenses.

Response: In
response to the Staff’s comment, the Company has revised its disclosure on page 159 of the Amendment No. 1.

U.S. Securities and Exchange Commission

August 29, 2022

Page 5

Comparative
Share Information, page 158

 14. We
                                            note your response to prior comment 38. However, it appears to us that book value per share
                                            for historical East Stone should be calculated by dividing total shareholders’ deficit at
                                            December 31, 2021 by total East Stone ordinary shares outstanding in permanent equity at
                                            December 31, 2021. Please revise your disclosure accordingly or explain to us why you believe
                                            it is appropriate to use weighted average number of redeemable outstanding shares. Your disclosure
                                            on page 158 should also be revised to explain which shares are excluded or included in the
                                            book value per share calculation.

Response: In
response to the Staff’s comment, the Company has revised its disclosure on page 162 of the Amendment No. 1.

ICONIQ
Holding Limited Financial Statements

18. Subsequent Events, page F-26

 15. We
                                            note that the auditor’s report on page F-2 includes a dual date of July 25, 2022 for
                                            the disclosures regarding corrections to previously issued consolidated financial statements
                                            in Note 3 and subsequent events in Note 18. In this regard, please revise your footnote to
                                            also state the date through which subsequent events have been evaluated for your reissued
                                            financial statements. Refer to ASC 855-10-25-4 and ASC 855-10-50-4 for guidance.

Response: In
response to the Staff’s comment, the Company has revised its disclosure on page F-48 of the Amendment No. 1.

East
Stone Acquisition Corporation Financial Statements

Unaudited Financial Statements for the Interim Period Ended March 31, 2022

Note 10. Fair Value Measurements, page F-53

 16. Your
                                            disclosure states that “for the period ended March 31, 2022 and December 31, 2021 on
                                            the statements of operations, the Company recognized an increase in the fair value of warrant
                                            liabilities of $449,000 and $775,900, respectively, presented as change in fair value of
                                            derivative warrant liabilities on the accompanying consolidated statement of operations.”
                                            It appears, however, that during the period ended March 31, 2022 you recognized a decrease
                                            in the fair value of the warrant liabilities. Please revise your disclosure accordingly.

Response: In response to the Staff’s comment, the Company
has revised its disclosure on page F-81 of the Amendment No. 1.

U.S. Securities and Exchange Commission

August 29, 2022

Page 6

Note
11. Subsequent Events, page F-55

 17. We
                                            note your response to prior comment 48 and the revision to your registration statement. As
                                            previously requested, please revise your disclosure to also include the details of the June
                                            2022 PIPE Subscription Agreement disclosed in East Stone Acquisition Corporation’s
                                            Form 8-K furnished June 15, 2022 and in the forepart of the Form F-4.

Response: In
response to the Staff’s comment, the Company has revised its disclosure on page F-74 of the Amendment No. 1.

Exhibits

 18. Please
                                            file as an exhibit the investment agreement with Jinhua Government mentioned on page 7.

Response:
In response to the Staff’s comment, the Company has filed the investment agreement with Jinhua Government as an exhibit to
the Amendment No. 1.

General

 19. We
                                            reissue prior comment 64. Please revise to remove the carve-outs from the definition of China.

Response: In response to the Staff’s comment, the Company
has revised the definition of “PRC” and “China” to remove carve-outs and has added a defined term of “Mainland
China” to be used for statements that apply to the mainland China only, and the Company has made corresponding changes throughout
the Amendment No. 1.

 20. We
                                            note your response to prior comment 51 and your planned dual-class capital structure. Please
                                            disclose the risks that such structure may render your shares ineligible for inclusion in
                                            certain stock market indices, and thus adversely affect share price and liquidity. Please
                                            also tell us how you will determine whether more than 50 percent of your outstanding voting
                                            securities are owned of record by U.S. residents for purposes of satisfying the foreign private
                                            issuer definit

United States securities and exchange commission logo
August 12, 2022
Brandon Dong
SVP, Capital Markets
NWTN, Inc.
Office 114-117, Floor 1, Building A1
Dubai Digital Park, Dubai Silicon Oasis
Dubai, UAE
Re:NWTN, Inc.
Registration Statement Filed on Form F-4
Filed July 26, 2022
File No. 333-266322
Dear Mr. Dong:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-4 filed July 26, 2022
Cover Page
1.Please revise to disclose your response to prior comment 6 on your cover page.
Covenants of the Parties, page 3
2.We note your revisions in response to prior comment 21.  Please revise to disclose the full
dollar amount payable if the 50% threshold were reached.  Also revise to clarify if the
amounts are payable only when the 50% threshold is reached or whether the amount
payable increases as the number of exercised warrants increases.  For example, what is the
amount payable if 100% of the warrants are exercised?

 FirstName LastNameBrandon Dong
 Comapany NameNWTN, Inc.
 August 12, 2022 Page 2
 FirstName LastNameBrandon Dong
NWTN, Inc.
August 12, 2022
Page 2
Interests of East Stones Initial Shareholders, page 32
3.Please revise to more prominently disclose your responses to prior comments 62 and 63.
Selected Historical Financial Information, page 39
4.We note that the selected consolidated statements of operations for East Stone, there is a
line item for cost of revenue and gross profit.  However, the audited financial statements
of East Stone reflect these as operating costs and do not reflect a gross profit subtotal.
Please revise this section to be consistent with the audited financial statements.
Background of the Business Combination with ICONIQ, page 115
5.Please expand your revisions in response to prior comment 20 to explain the reasons for
the $2.5 billion valuation proposal on March 26, 2022, which represented a decreased
valuation from the initial proposals.
Financial Information and Comparable Company Analysis, page 119
6.We note your revisions in response to prior comment 23.  Please revise to clarify the
references to "multiple valuation references" and "valuation references from ICONIQ"
and to explain how those references served to confirm East Stone's valuation.  Please also
revise to clarify how the information in the tables on pages 120 and 121 relate to East
Stone's determination of the value of ICONIQ.
7.Your disclosure added in response to prior comment 23 implies that East Stone did not
receive projected financial information from ICONIQ.  If so, please revise to state so
directly and clearly.  If not, revise to disclose those projections, including all material
assumptions and estimates underlying those projections.
Summary of the Opinion of ValueScope, Inc., as Financial Advisor to East Stone, page 124
8.Please revise to quantify the fees paid or payable to ValueScope and material relationships
with ValueScope.  Also file the opinion as an exhibit and include ValueScope's consent.
9.We note your response to prior comment 24.  Please revise to disclose the data underlying
each of ValueScope's analyses and explain how such data relates to ValueScope's
conclusions.
Income Approach, page 127
10.The disclosure in the first paragraph suggests that ValueScope was not provided and/or
did not use projected financial information relating to ICONIQ in conducting the analyses
currently disclosed in your document.  If so, revise to state so directly and disclose the
projections that ValueScope generated as well as the underlying data.  If not, disclose
those projections.
Tax Consequences of the Business Combination, page 131

 FirstName LastNameBrandon Dong
 Comapany NameNWTN, Inc.
 August 12, 2022 Page 3
 FirstName LastNameBrandon Dong
NWTN, Inc.
August 12, 2022
Page 3
11.We note your revisions in response to prior comment 25.  Please revise to explicitly state
that the disclosure in this section represents the opinion of named counsel.  Also, given the
continued use of "should" and what is "intended," it continues to appear that the tax
consequences are subject to uncertainty.  Therefore, please revise to describe the reasons
for and degree of uncertainty and the related risks to investors.  Please also file a revised
Exhibit 8.1 that includes counsel's consent to being named in the registration statement.
Unaudited Pro Forma Combined Financial Information, page 150
12.We note your response to prior comment 28; however, it appears to us that the convertible
bond agreements, aggregating $102.4 million, should be presented as a separate column in
your pro forma financial statements, as they are material to your balance sheet. Refer to
Rule 11-01(a)(8) of Regulation S-X.
Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31,
2021, page 155
13.We note that the subtotal "Operating Loss" on the pro forma statement of operations
excludes amounts for general and administrative expenses and research and development
expenses which appear to be operating expenses.  Please revise so that if you present an
operating loss subtotal on the face of the pro forma statement of operations, it includes all
operating expenses.
Comparative Share Information, page 158
14.We note your response to prior comment 38. However, it appears to us that book value per
share for historical East Stone should be calculated by dividing total shareholders' deficit
at December 31, 2021 by total East Stone ordinary shares outstanding in permanent equity
at December 31, 2021. Please revise your disclosure accordingly or explain to us why you
believe it is appropriate to use weighted average number of redeemable outstanding
shares.  Your disclosure on page 158 should also be revised to explain which shares are
excluded or included in the book value per share calculation.
ICONIQ Holding Limited Financial Statements
18. Subsequent Events, page F-26
15.We note that the auditor’s report on page F-2 includes a dual date of July 25, 2022 for the
disclosures regarding corrections to previously issued consolidated financial statements in
Note 3 and subsequent events in Note 18. In this regard, please revise your footnote to
also state the date through which subsequent events have been evaluated for your reissued
financial statements. Refer to ASC 855-10-25-4 and ASC 855-10-50-4 for guidance.
East Stone Acquisition Corporation Financial Statements
Unaudited Financial Statements for the Interim Period Ended March 31, 2022
Note 10. Fair Value Measurements, page F-53

 FirstName LastNameBrandon Dong
 Comapany NameNWTN, Inc.
 August 12, 2022 Page 4
 FirstName LastNameBrandon Dong
NWTN, Inc.
August 12, 2022
Page 4
16.Your disclosure states that “for the period ended March 31, 2022 and December 31, 2021
on the statements of operations, the Company recognized an increase in the fair value of
warrant liabilities of $449,000 and $775,900, respectively, presented as change in fair
value of derivative warrant liabilities on the accompanying consolidated statement of
operations.” It appears, however, that during the period ended March 31, 2022 you
recognized a decrease in the fair value of the warrant liabilities. Please revise your
disclosure accordingly.
Note 11. Subsequent Events, page F-55
17.We note your response to prior comment 48 and the revision to your registration
statement. As previously requested, please revise your disclosure to also include the
details of the June 2022 PIPE Subscription Agreement disclosed in East Stone Acquisition
Corporation’s Form 8-K furnished June 15, 2022 and in the forepart of the Form F-4.
Exhibits
18.Please file as an exhibit the investment agreement with Jinhua Government mentioned on
page 7.
General
19.We reissue prior comment 64.  Please revise to remove the carve-outs from the definition
of China.
20.We note your response to prior comment 51 and your planned dual-class capital structure.
Please disclose the risks that such structure may render your shares ineligible for inclusion
in certain stock market indices, and thus adversely affect share price and liquidity.  Please
also tell us how you will determine whether more than 50 percent of your outstanding
voting securities are owned of record by U.S. residents for purposes of satisfying the
foreign private issuer definition.  See Securities Act Rule 405 and Exchange Act Rule 3b-
4; Securities Act Rules Compliance and Disclosure Interpretation 203.17.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Dale Welcome at 202-551-3865 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Alex King at 202-551-8631 or Geoffrey Kruczek at 202-551-3641 with any other
questions.

 FirstName LastNameBrandon Dong
 Comapany NameNWTN, Inc.
 August 12, 2022 Page 5
 FirstName LastName
Brandon Dong
NWTN, Inc.
August 12, 2022
Page 5
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jeffrey Cohen

CORRESP
1
filename1.htm

    Linklaters LLP

    1290 Avenue of the Americas

    New York, NY 10104

    United States

    Telephone (+1) 212 903 9000

VIA EDGAR SUBMISSION

July 25, 2022

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Dale Welcome

Claire Erlanger

Alex King

Geoffrey Kruczek

    Re:
    NWTN, Inc.

Registration Statement on Form F-4

Filed June 7, 2022

File No. 377-06220

Ladies and Gentlemen:

On
behalf of NWTN, Inc. (the “Company”), we are publicly submitting
concurrently herewith a Revised Registration Statement on Form F-4 (the “Registration Statement”) via the Commission’s
EDGAR system. In this letter, we respond to the comments of the staff (the “Staff”) of the Division of Corporation
Finance of the Securities and Exchange Commission (the “Commission”) contained in the Staff’s letter dated
July 6, 2022 (the “Letter”). For ease of reference, the numbered paragraphs below correspond to the numbered
comments in the Letter, with the Staff’s comments presented in bold font type.

The responses below follow
the sequentially numbered comments from the Letter. All page references in the responses set forth below refer to page numbers
in the Registration Statement. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the
Registration Statement.

U.S. Securities
and Exchange Commission

July 25, 2022

Page 2

Form F-4 filed June 7, 2022

Cover Page

1. Please disclose prominently on the prospectus cover page that you are not a Chinese operating company but a Cayman Islands holding
company with operations conducted by your subsidiaries. Provide a cross-reference to your detailed discussion of risks facing the company
and the offering as a result of this structure.

Response: The Company respectfully acknowledges
the Staff’s comment and has added additional disclosure on the cover page of the Registration Statement. Furthermore, the Company
respectfully submits that it is not a China-based issuer, but rather, it is a company incorporated in the Cayman Islands, headquartered
in the UAE and with global operations, including operations in China. While the Company cannot provide the relative geographic contributions
of its operations given that it operates a pre-revenue business,

    (1).
    ICONIQ Green Technology FZCO, the Company’s holding company incorporated in Dubai which also serves as the Company’s global headquarters, wholly and indirectly owns all of the Company’s operating subsidiaries and employs all of the Company’s senior management. Additionally, as of the date of the Registration Statement, the Company is in the process of transferring over 60 patent rights and nearly 40 procurement contracts with key suppliers to its Dubai headquarters;

    (2).
    the Company traces its history back to 2014 when Elite Exclusive Group (“EEG”), the predecessor of ICONIQ, was established in Dubai. Together with W Motors, Magna Steyr and other partners, EEG started its design and development of Seven SPV, the predecessor of MUSE, and held the launch event of Seven SPV in Dubai in 2016. In the same year, in line with the approach taken by many international automobile companies, EEG sought to utilize China’s supply chain and competitive manufacturing capabilities. Accordingly, EEG established its first representative office in Shanghai, China, and changed its corporate name to ICONIQ (ICON + IQ) Motors Limited;

    (3).
    many of the Company’s initial investors are located outside of the PRC, such as Ralph Debbas in the UAE and Chl Kar Charles Tong and Frank Gong in Hong Kong;

    (4).
    the Company has historically and continues to maintain strategic alliance with its Dubai-based partner, W Motors, an automobile designer and manufacturer in the Middle East, in product development and global marketing. The two companies have jointly marketed their products around the globe, including at events such as the Geneva Motor Show, the Dubai Motor Show, the Monterey Car Week, the Shanghai Auto Show and at venues such as the joint Dubai City Walk Flagship Showroom, which demonstrates the Company’s business strategy to sell its products on a global scale, not just within the PRC;

U.S. Securities
and Exchange Commission

July 25, 2022

Page 3

    (5).
    the Company intends to procure critical vehicle systems and components from major suppliers around the globe, including Bosch, Benteler, CATL and LG, which indicates that its global supply chain extends beyond the boundaries of China;

    (6).
    the Company’s senior management consists of international automobile experts, including (i) Alan Nan WU, CEO and Chairman, who started his personal business from North America, co-founded W Motors in 2012 and founded EEG in 2014; and (ii) James David FINN, COO, who served as chief engineer and assistant president of Evergrande New Energy Vehicle, chief production officer and chief quality officer of Seres New Energy Vehicle, which is an electric vehicle OEM under Chongqing Sokon Industry Group, head of new vehicle projects, production and logistics of Volkswagen Group China, as well as resident managing director of China and chief representative in China of United Solar Ovonic; and

    (7).
    the UAE and China together serve as the foundation of the Company’s planned global expansion into the Middle East, Europe and Southeast Asia, and eventually the rest of the world.

Driven by the same considerations as many international
automobile companies to set up operations in China, the Company set up operations in China with the primary purpose of benefiting from
its significant demand as well as fully utilizing China’s well-established supply chain and a well-trained and yet relatively cheap
R&D and manufacturing labor force. Even before the Company commences the mass production or sale of its products, the Company has
geographically diversified its operations, with Dubai, the UAE being its global headquarters. Based on the aforementioned reasons, the
Company respectfully submits that it is not a China-based issuer, but rather, it is a company incorporated in the Cayman Islands, headquartered
in the UAE and with global operations, including operations in China.

Nonetheless, in response to the Staff’s
comment and in order to better highlight the Company’s relative geographic exposure to and associated risks in China, the Company
has (1) added additional disclosure on the Registration Statement cover page concerning its ownership and control structure, and (2) enhanced
its disclosure of certain risks associated with the operation of its subsidiaries in China in both the summary risk factors on page 36
and the risk factors on pages 61-64 and 66-70 of the Registration Statement.

U.S. Securities
and Exchange Commission

July 25, 2022

Page 4

2. Provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the
company’s operations in China. Your disclosure should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such as those related to the use of variable
interest entities and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct its business,
accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether your auditor is subject to the determinations
announced by the PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related regulations
will affect your company. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.

Response: The Company respectfully submits
that it is not a China-based issuer, but rather, it is a company incorporated in the Cayman Islands, headquartered in the UAE and with
global operations, including operations in China, and refers the Staff to its response to Comment #1. Additionally, the Group does not
have any variable interest entities. Due to the reasons discussed above, as advised by its PRC counsel, Jingtian & Gongcheng, the
Company does not believe that, as of the date hereof, the recent statements and regulatory actions by China’s government, such as
those related to the use of variable interest entities and data security or anti-monopoly concerns, as of the date hereof, would materially
and adversely impact the Company’s ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign
exchange.

Nonetheless, in response to the Staff’s
comment, the Company has amended the Registration Statement to (i) add bold text disclosures to the cover page which highlight the applicable
risks noted in this comment; (ii) address the risks highlighted on the cover page in the prospectus summary on page 36; and (iii) add
additional risk factors in the “Risk Factors” section on pages 61-64 and 66-70 of the Registration Statement.

Regarding the Staff’s comment on whether
our auditor is subject to the determinations announced by the PCAOB and how the Holding Foreign Companies Accountable Act and related
regulations will affect the Company, the Company has added the disclosure with respect to the Holding Foreign Companies Accountable Act
in the Summary of the Proxy Statement/Prospectus section on page 37-38 and the Risk Factors section on pages 72-74, and also disclosed
on the cover page and page 38 that the Company’s auditor is not listed on the HFCAA Determination List, which list notes all of
the auditor firms that the PCAOB is not able to inspect.

U.S. Securities
and Exchange Commission

July 25, 2022

Page 5

3. Clearly disclose how you will refer to the holding company and subsidiaries when providing the disclosure throughout the document
so that it is clear to investors which entity the disclosure is referencing and which subsidiaries or entities are conducting the business
operations. Refrain from using terms such as “we” or “our” when describing activities or functions of a subsidiary.
Disclose clearly the entity (including the domicile) in which investors are purchasing an interest.

Response: The Company respectfully acknowledges
the Staff’s comment and has (i) added additional disclosure on the cover page and page 36 under the heading “Holding Company
Structure” in the prospectus summary regarding the entity and the domicile in which investors are purchasing an interest, and (ii)
updated its disclosure to refer to specific subsidiaries when describing the business operations strictly concerning such subsidiaries.
For example, on page 211, the Company has referred to Shanghai ICONIQ New Energy Development Co., Ltd. and Jiangsu ICONIQ New Energy Manufacturing
Co., Ltd., our subsidiaries, as the entities conducting the relevant operations respectively, rather than referring to “we”
generally. In this regard, the Company also respectfully refers the Staff to page 195 of the Registration Statement where the Company
discloses that “Unless the context otherwise requires, references in this “Business of ICONIQ” section to “we,”
“us,” “our,” and similar first-person references are intended to mean the business and operations of ICONIQ and
its consolidated subsidiaries taken as a whole prior to the Business Combination and Pubco following the Business Combination. References
to ICONIQ’s operating subsidiaries are included with respect to the business and operations strictly concerning such subsidiaries.”.

4. Provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings
or settle amounts owed. State whether any transfers, dividends, or distributions have been made to date between the holding company, its
subsidiaries or to investors, and quantify the amounts where applicable. Provide cross-references to the condensed consolidating schedule
and the consolidated financial statements.

Response: In response to the Staff’s
comment, the Company has included additional disclosure in bold on the cover page of the Registration Statement.

5. Please explain clearly what East Stone’s public shareholders and affiliates will receive in connection with the transactions.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on the cover page of the Registration Statement.

6. From your disclosure on page 18, it appears approval of each proposal is assured. If so, revise to disclose and highlight this
information for investors.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 17 of the Registration Statement.

East Stone, page 26

7. Your document generally and this section specifically lists numerous agreements you have entered into in relation to extensions
and prior merger agreements. Revise to clarify for each whether the agreement was terminated or remains in effect and, if it remains in
effect, the impact/risks to investors.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 25-26 of the Registration Statement.

U.S. Securities
and Exchange Commission

July 25, 2022

Page 6

Prospectus Summary, page 37

8. In your summary of risk factors, please disclose the risks that having a significant amount of the company’s operations in
China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to
the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in
China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly
with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers
could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value
of such securities to significantly decline or be worthless.

Response: The Company respectfully submits
that it is not a China-based issuer, but rather, it is a company incorporated in the Cayman Islands, headquartered in the UAE and with
global operations, including operations in China, and refers the Staff to its response to Comment #1. Nonetheless, in response to this
comment, the Company has provided the required disclosure of risks relating to its operations in China in the Summary of Risk Factors
in the section titled “Summary of the Proxy Statement/Prospectus” on page 36 of the Registration Statement.

9. Disclose each permission or approval that you or your subsidiaries are required to obtain from Chinese authorities to operate your
business and to offer the securities being registered to foreign investors. State whether you or your subsidiaries are covered by permissions
requirements from the China Securities Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any other governmental
agency that is required, and state affirmatively whether you have received all requisite permissions or approva

United States securities and exchange commission logo
July 6, 2022
Brandon Dong
SVP, Capital Markets
NWTN, Inc.
Office 114-117, Floor 1, Building A1
Dubai Digital Park, Dubai Silicon Oasis
Dubai, UAE
Re:NWTN, Inc.
Registration Statement Filed on Form F-4
Filed June 7, 2022
File No. 377-06220
Dear Mr. Dong:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Form F-4 filed June 7, 2022
Cover Page
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted by
your subsidiaries.  Provide a cross-reference to your detailed discussion of risks facing the
company and the offering as a result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations

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and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether
your auditor is subject to the determinations announced by the PCAOB on December 16,
2021 and whether and how the Holding Foreign Companies Accountable Act and related
regulations will affect your company. Your prospectus summary should address, but not
necessarily be limited to, the risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a subsidiary.  Disclose clearly the entity (including the domicile)
in which investors are purchasing an interest.
4.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed. State whether any transfers,
dividends, or distributions have been made to date between the holding company, its
subsidiaries or to investors, and quantify the amounts where applicable. Provide cross-
references to the condensed consolidating schedule and the consolidated financial
statements.
5.Please explain clearly what East Stone's public shareholders and affiliates will receive in
connection with the transactions.
6.From your disclosure on page 18, it appears approval of each proposal is assured.  If so,
revise to disclose and highlight this information for investors.
East Stone, page 26
7.Your document generally and this section specifically lists numerous agreements you have
entered into in relation to extensions and prior merger agreements.  Revise to clarify for
each whether the agreement was terminated or remains in effect and, if it remains in
effect, the impact/risks to investors.
Prospectus Summary, page 37
8.In your summary of risk factors, please disclose the risks that  having a significant amount
of the company’s operations in China poses to investors. In particular, describe the
significant regulatory, liquidity, and enforcement risks with cross-references to the more
detailed discussion of these risks in the prospectus. For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the

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enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
9.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required, and state affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied. Please also
describe the consequences to you and your investors if you or your subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
10.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed. Quantify any cash flows and
transfers of other assets by type that have occurred between the holding company and its
subsidiaries and direction of transfer. Quantify any dividends or distributions that a
subsidiary has made to the holding company and which entity made such transfer, and
their tax consequences. Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences. Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date. Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries, to the parent company and U.S.
investors as well as the ability to settle amounts owed.
11.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose whether your auditor is subject to the determinations announced by
the PCAOB on December 16, 2021.
Selected Historical Financial Information - ICONIQ, page 39

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12.Please remove the reference to cash flow data in the first paragraph since you do not
present this information in your table.
Risk Factors, page 45
13.Regarding the Holding Foreign Companies Accountable Act, please expand your risk
factors to disclose that the United States Senate has passed the Accelerating Holding
Foreign Companies Accountable Act, which, if enacted, would decrease the number of
“non-inspection years” from three years to two years, and thus, would reduce the time
before your securities may be prohibited from trading or delisted. Update your disclosure
to reflect that the Commission adopted rules to implement the HFCAA and that, pursuant
to the HFCAA, the PCAOB has issued its report notifying the Commission of its
determination that it is unable to inspect or investigate completely accounting firms
headquartered in mainland China or Hong Kong.
14.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to highlight separately the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of the securities you are registering. Also,
given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers, acknowledge the risk that any such action could significantly limit
or completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
15.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
ICONIQ's ability to develop, manufacture, and deliver, page 45
16.Revise to clarify the reasons for the "changes and delays" mentioned in the first paragraph
and whether those conditions continue to exist or were resolved.
East Stone shareholders who do not redeem their ordinary shares of East Stone will experience...,
page 65
17.Your risk factor refers to 1,484,211 ordinary shares as being the maximum number of
ordinary shares of East Stone that can be redeemed as of June 1, 2022. However, it
appears to us that the maximum number of shares that can be redeemed by East Stone’s
public shareholders is 1,780,533 ordinary shares. Please reconcile your disclosures here,
as well as on page 17 and in the forepart of your registration statement under the caption
“Consideration.” Alternatively, please tell us how your current presentation is appropriate.

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18.We note your disclosure on page 16 that ICONIQ shareholders will control between
93.7% and 94.4% of the outstanding Pubco Ordinary Shares upon closing. Please
reconcile that disclosure with the disclosure on page 65 that Sellers would own
approximately 97.3% of NWTN.
If East Stone is unable, page 73
19.This risk factor is inconsistent with your history of seeking and obtaining extensions.
Please reconcile.
Background of the Business Combination with ICONIQ, page 100
20.Please revise to clarify how the nature and amount of consideration was determined
through negotiations of the parties, including each proposal and counter-proposal
submitted.  Your revised disclosure should explain how the parties determined the class of
share to issue and the agreed-upon valuation of ICONIQ.
21.Please clarify the following disclosure and whether it is included in the merger
agreement:  "The Letter of Intent also provided that the equity holders of ICONIQ prior to
the Business Combination would receive an additional cash incentive in an amount equal
to 40% of the cash proceeds received by Pubco or the Surviving Company upon post-
Closing exercise of an aggregate of 50% of the outstanding public warrants of East Stone
(which will be replaced with Pubco warrants)."
East Stone's Board of Directors' Reasons for Approval of the Business Combination, page 102
22.Revise to explain in more detail the "Company information prepared by ICONIQ
management."
Financial Information and Comparable Company Analysis, page 104
23.Please revise to explain in more detail the "certain valuation analyses" received from
ICONIQ.  Also revise to explain how those analyses served to confirm the valuation
analyses conducted by East Stone management.
24.Please revise to clarify how the information in the table and preceding and subsequent
paragraphs resulted in the valuation for ICONIQ that you disclose.  Also revise to clarify
the reference on page 105 to "ICONIQ's third-party analysis."
Material U.S. Federal Income Tax Considerations, page 109
25.We note the disclosure that the merger "is intended to" qualify as a reorganization.  Please
revise to clarify the tax consequences of the transactions referenced in your disclosure.
Note that it is permissible to state that the transaction "should" or is "more likely than not
to" qualify for the disclosed tax treatment, provided the disclosure explains the degree of
and reasons for the uncertainty and the related risks to investors.  If counsel cannot
provide that opinion, it appears you should revise to disclose the transactions are taxable.

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Please also identify counsel in the disclosure.
Unaudited Pro Forma Combined Financial Information, page 126
26.In the second paragraph of your introduction, you state that “the unaudited pro forma
combined statements of operations for the years ended December 31, 2021 and 2020 gives
pro forma effect to the Transactions as if they had occurred as of the beginning of the
earliest period presented.” We remind you that pro forma statements of operations are
required for the registrant’s most recent fiscal year and any subsequent year-to-date
interim period included in the registration statement. In this regard, please remove
references to the pro forma statement of operations for the year ended December 31, 2020
and delete the related pro forma combined statement of operations on page 132.
Additionally, please revise your pro forma statement of operations for the year ended
December 31, 2021, as appropriate, to reflect the transactions contemplated as if they
occurred on January 1, 2021. Refer to Rule 11-02(c)(2)(i) of Regulation S-X. This
comment also applies to your selected unaudited pro forma condensed combined
statement of operations data for the year ended December 31, 2020 on page 42.
27.We note that you have not adjusted the pro forma balance sheet or pro forma statement of
operations for the derivative liabilities and expense related to the forward share purchase
agreements.  It appears from the notes to the financial statements of East Stone
Acquisition Corp, that the FPA was related to the JHD transaction and was terminated in
February 2022.  It would appear that if the pro forma statements assume the ICONIQ
transaction occurred as of December 31, 2021, these amounts would be adjusted due to
the fact that the JHD agreement had to be terminated prior