What changed in this filing

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Item 1. Financial Statements

2018-05-21 compared with 2017-12-05 · 738 added, 576 removed, 210 unchanged (86% of the section changed)

Financial Statements (Unaudited)

CM SEVEN STAR ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

September 30,

Prepaid assets associated with initial public offering

Deferred offering costs

SEVEN STAR ACQUISITION CORPORATION

BALANCE SHEETS

Prepaid assets

Total Current Assets

Cash held in Trust Account

$ 207,591,287

$ 207,010,349

Liabilities and Shareholders’

1 unchanged sentence

Due to related parties

Advance from Sponsor

Total current liabilities

Ordinary shares subject to possible redemption, 20,251,819 and 20,199,048 shares at redemption value at March 31, 2018 and December 31, 2017, respectively

Shareholders’

Equity (Deficit):

Preferred shares, $0.0001 par value;

3 unchanged sentences

200,000,000 shares authorized;

4,312,500 shares (1) and 1 share issued and

outstanding at September 30, 2017 (2) and December 31, 2016

6,071,273 shares (excluding 20,251,819 shares subject to possible redemption) and 6,124,044 shares (excluding 20,199,048 shares subject to possible redemption) issued and outstanding at March 31, 2018 and December 31, 2017, respectively

Additional paid-in capital

Accumulated deficit

Accumulated earnings

Total shareholders’

equity (deficit)

Total Liabilities and Shareholders’

(1) Excludes an aggregate of additional 862,500 shares issued to the Initial Shareholders on October

25, 2017 (Note 5).

(2) Includes an aggregate of 15,927 shares held by the Initial Shareholders that were forfeited to

the extent that the underwriters’

over-allotment was not exercised in full (Notes 5 and 6).

The accompanying notes are an integral

part of these condensed financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

CONDENSED STATEMENT OF OPERATIONS

$ 207,591,287

$ 207,010,349

accompanying notes are an integral part of these condensed financial statements.

SEVEN STAR ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

For the Three

September 30, 2017

Formation and operating costs

For the Three

March 31, 2018

March 31, 2017

Operating costs

Loss from operations

Other income (loss)

Realized loss from sale of investment

Interest income

Total other income

average shares outstanding, basic and diluted (1)

and diluted net loss per ordinary share (1)

(1) Shares and per share figures have been retrospectively reflected the issuance of additional 862,500

shares to the Initial Shareholders on October 25, 2017 for an aggregate amount of $6,038.

The accompanying notes are an integral

part of these condensed financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

CONDENSED STATEMENT OF CHANGES

IN SHAREHOLDERS’

For the Nine Months Ended September 30, 2017

Weighted average shares outstanding, basic and diluted

Basic and diluted net income per ordinary share

accompanying notes are an integral part of these condensed financial statements.

SEVEN STAR ACQUISITION CORPORATION

STATEMENTS OF CHANGES IN SHAREHOLDERS’

Ordinary Shares (1)

2 unchanged sentences

Balance as of December 31, 2017

Cancellation of ordinary shares to director

Issuance of ordinary shares to Initial Shareholders (1) (2)

Balance as of September 30, 2017

(1) Excludes an aggregate of additional 862,500 shares issued to the Initial Shareholders on October

25, 2017 (Note 5).

(2) Includes an aggregate of 15,927 shares held by the Initial Shareholders that were forfeited to

the extent that the underwriters’

over-allotment was not exercised in full (Notes 5 and 6).

The accompanying notes are an integral

part of these condensed financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

CONDENSED STATEMENT OF CASH FLOWS

For the Nine Months Ended September

Reclassification of ordinary shares subject to possible redemption

Balance as of March 31, 2018

number excludes 20,251,819 and 20,199,048 ordinary shares subject to possible redemption

at March 31, 2018 and December 31, 2017, respectively.

accompanying notes are an integral part of these condensed financial statements

SEVEN STAR ACQUISITION CORPORATION

STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Formation costs paid by related party

Adjustments to reconcile net income to net cash used in operating activities:

Realized loss from sale of investment

Interest earned on investment held in Trust Account

Changes in current assets and current liabilities:

Prepaid assets

Accounts payable and accrued expense

Due to related parties

Net cash used in operating activities

Cash Flows from Financing Activities:

Proceeds from sale of ordinary shares to initial shareholders

Proceeds from sponsor loan

Repayment of advances from related party

Payments of deferred offering costs

Net cash provided by financing activities

Net Change in Cash

Cash Flows from Investing Activities:

Proceeds from sale of investment held in Trust Account

Purchase of investment held in Trust Account

(207,078,506 )

Net cash used in investing activities

Net Decrease in Cash

Cash - Beginning

Cash - Ending

Supplemental Disclosure of Non-cash Financing Activities:

Increase in accounts payable and accrued expenses for deferred offering costs

Increase in due to related parties for deferred offering costs

The accompanying notes are an integral

part of these condensed financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

Note 1 —

Organization and Business

Organization and General

CM Seven Star Acquisition Corporation (the

“Company”) is a newly incorporated blank check company incorporated on November 28, 2016, under the laws of the Cayman

Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization

or other similar business combination with one or more businesses or entities (a “Business Combination”).

The Company’s

efforts to identify a prospective target business will not be limited to a particular industry or geographic location.

As of September 30, 2017, the Company had

not yet commenced any operations.

All activity through September 30, 2017 relates to the Company’s formation and the Initial

Public Offering.

accompanying notes are an integral part of these condensed financial statements.

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

Organization and Business Operations

Seven Star Acquisition Corporation (the “Company”) is a newly incorporated blank check company incorporated on November

28, 2016, under the laws of the Cayman Islands for the purpose of entering into a merger, share exchange, asset acquisition, stock

purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business

Combination”).

The Company’s efforts to identify a prospective target business will not be limited to a particular

industry or geographic location.

of March 31, 2018, the Company had not yet commenced any operations.

The Company has selected December 31 as its fiscal year end.

The registration statements for the Company’s

initial public offering (“Initial Public Offering”) were declared effective on October 25, 2017.

On October 30, 2017,

the Company consummated the Initial Public Offering of 18,000,000 units (“Units”

registration statements for the Company’s initial public offering (“Initial Public Offering”) were declared

effective on October 25, 2017.

On October 30, 2017, the Company consummated the Initial Public Offering of 18,000,000 units (“Units”

or “Public Units”

with respect to the ordinary shares included in the Public Units being offered, the “Public Shares”), generating gross

and, with respect to the ordinary shares included in the Public Units being offered, the “Public

Shares”), generating gross proceeds of $180,000,000, which is described in Note 3.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 475,000 units (the “Private Units”)

at a price of $10.00 per Unit in a private placement to the Company’s sponsor (the “Sponsor”), generating gross

proceeds of $4,750,000, which is described in Note 4.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 475,000 units (the “Private Units”) at a price of $10.00 per Unit

in a private placement to the Company’s sponsor (the “Sponsor”), generating gross proceeds of $4,750,000, which

is described in Note 4.

Contained in the underwriting agreement for

the Public Offering is an overallotment option allowing the underwriters to purchase from the Company up to an additional 2,700,000

Public Units and the sale of an additional 54,000 Private Units at $10.00 per Unit (as described in Note 3 –

Initial Public

Offering and Note 4 - Private Placement).

The Company received a commitment from the Sponsor to purchase additional Private Units

in order to maintain the amount of cash in the Trust equal to $10.00 per Public Share (as described in Note 4 - Private Placement).

On November 3, 2017, the underwriters exercised

the option in part and purchased 2,636,293 Public Units, which were sold at an offering price of $10.00 per Unit, generating gross

proceeds of $26,362,930.

Simultaneously with the sale of the over-allotment Public Units, the Company consummated the private placement

of an additional 52,726 Private Units at a price of $10.00 per Unit, generating total additional gross proceeds of $527,260.

Trust Account

Following the closing of the Initial Public

Offering on October 30, 2017, an amount of $180,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Public Units

in the Initial Public Offering and the Private Units was placed in a trust account (“Trust Account”).

Following the

closing of underwriters’

exercise of over-allotment option on November 3, 2017, an additional $26,362,930 of net proceeds

($10.00 per Unit) was placed in the Trust Account, bringing the aggregate proceeds held in the Trust Account to $206,362,930.

The funds in the Trust Account can be invested

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended

(the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds

itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company,

until the earlier of:

(i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described

below, except that interest earned on the Trust Account can be released to pay the Company’s income or other tax obligations.

in the underwriting agreement for the Public Offering is an overallotment option allowing the underwriters to purchase from the

Company up to an additional 2,700,000 Public Units and the sale of an additional 54,000 Private Units at $10.00 per Unit (as described

in Note 3 –

Initial Public Offering and Note 4 - Private Placement).

The Company received a commitment from the Sponsor

to purchase additional Private Units in order to maintain the amount of cash in the Trust equal to $10.00 per Public Share (as

described in Note 4 - Private Placement).

November 3, 2017, the underwriters exercised the option in part and purchased 2,636,293 Public Units, which were sold at an offering

price of $10.00 per Unit, generating gross proceeds of $26,362,930.

Simultaneously with the sale of the over-allotment Public

Units, the Company consummated the private placement of an additional 52,726 Private Units at a price of $10.00 per Unit, generating

total additional gross proceeds of $527,260.

the closing of the Initial Public Offering on October 30, 2017, an amount of $180,000,000 ($10.00 per Unit) from the net proceeds

of the sale of the Public Units in the Initial Public Offering and the Private Units was placed in a trust account (“Trust

Account”).

Following the closing of underwriters’

exercise of over-allotment option on November 3, 2017, an additional

$26,362,930 of net proceeds ($10.00 per Unit) was placed in the Trust Account, bringing the aggregate proceeds held in the Trust

Account to $206,362,930, as of November 3, 2017.

funds in the Trust Account can be invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of

the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less

or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the

Investment Company Act, as determined by the Company, until the earlier of:

(i) the consummation of a Business Combination or

(ii) the distribution of the Trust Account as described below, except that interest earned on the Trust Account can be released

to pay the Company’s income or other tax obligations.

Business Combination

Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public

Offering and the Private Units, although substantially all of the net proceeds are intended to be generally applied toward consummating

a Business Combination.

The Company’s Business Combination must be with one or more target businesses that together have

a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (net of taxes payable) at the

time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination

if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise

acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under

the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business Combination.

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

Company will provide its shareholders with the opportunity to redeem all or a portion of their shares included in the Public Units

sold in the Initial Public Offering (the “Public Shares”) upon the completion of a Business Combination either (i)

in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the

Company, solely in its discretion.

The shareholders will be entitled to redeem their shares for a pro rata portion of the amount

then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds

held in the Trust Account and not previously released to the Company to pay its tax obligations).

ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion

of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing

Liabilities from Equity.”

In such case, the Company will proceed with a Business Combination if the Company has net tangible

assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the issued and outstanding shares

voted are voted in favor of the Business Combination.

If a shareholder vote is not required by law and the Company does not decide

to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to Amended and Restated Memorandum

and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission

(“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, a shareholder

approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other legal

reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not

pursuant to the tender offer rules.

If the Company seeks shareholder approval in connection with a Business Combination, the Initial

Shareholders (defined in Note 5 - Related Party Transactions) have agreed to vote their initial shares and private shares, as

well as any public shares acquired in or after this offering, in favor of any proposed business combination.

Additionally, each

public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction.

Company will have 15 months from the closing of the Initial Public Offering to consummate a Business Combination (the “Combination

Period”).

If the Company is unable to complete a Business Combination within the Combination Period, it will trigger the

automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of

However, if the Company anticipates that it may not be able to consummate a Business Combination within 15 months,

the Company may, but is not obligated to, extend the period of time to consummate a Business Combination by an additional three

months (for a total of up to 18 months to complete a Business Combination).

Pursuant to the terms of the Amended and Restated

Memorandum and Articles of Association and the trust agreement entered into between the Company and Continental Stock Transfer

& Trust Company, LLC, in order to extend the time available for the Company to consummate a Business Combination, the Company’s

insiders or their affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the

trust account $2,063,629 ($0.10 per share), on or prior to the date of the applicable deadline.

The insiders will receive a non-interest

bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that the Company

is unable to close a Business Combination unless there are funds available outside the trust account to do so.

Such notes would

either be paid upon consummation of the initial Business Combination, or, at the lender’s discretion, converted upon consummation

of the Business Combination into additional private units at a price of $10.00 per unit.

The Company’s stockholders have

approved the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes

at the time of the consummation of a Business Combination.

In the event that the Company receives notice from its insiders five

days prior to the applicable deadline of their intent to effect an extension, the Company intends to issue a press release announcing

such intention at least three days prior to the applicable deadline.

In addition, the Company intends to issue a press release

the day after the applicable deadline announcing whether or not the funds had been timely deposited.

The Company’s insiders

and their affiliates or designees are not obligated to fund the trust account to extend the time for the Company to complete its

initial Business Combination.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Units, although substantially

all of the net proceeds are intended to be generally applied toward consummating a Business Combination.

The Company’s Business

Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance

in the Trust Account (as defined below) (net of taxes payable) at the time of the signing an agreement to enter into a Business

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires

50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient

for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the

Company will be able to successfully effect a Business Combination.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

The Company will provide its shareholders

with the opportunity to redeem all or a portion of their shares included in the Public Units sold in the Initial Public Offering

(the “Public Shares”) upon the completion of a Business Combination either (i) in connection with a shareholder meeting

called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek

shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account

(initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously

released to the Company to pay its tax obligations).

The ordinary shares subject to redemption

will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in

accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001

upon such consummation of a Business Combination and a majority of the issued and outstanding shares voted are voted in favor of

To the extent that some, but not all, of the Company’s insiders, decide to extend the period

of time to consummate its initial Business Combinations, such insiders (or their affiliates or designees) may deposit the entire

amount required.

amount in the Trust Account (less the aggregate nominal par value of the shares of the Company’s public shareholders) under

the Companies Law will be treated as share premium which is distributable under the Companies Law provided that immediately following

the date on which the proposed distribution is proposed to be made, the Company is able to pay the debts as they fall due in the

ordinary course of business.

If the Company is forced to liquidate the Trust Account, the public shareholders would be distributed

the amount in the Trust Account calculated as of the date that is two days prior to the distribution date (including any accrued

Initial Shareholders have agreed to (i) vote their insider shares (as well as any Public Shares acquired in or after this offering)

in favor of any proposed Business Combination (ii) waive their conversion rights with respect to their initial share (as well

as any other shares acquired in or after this offering) in connection with the consummation of a Business Combination, (iii) to

waive their rights to liquidating distributions from the Trust Account with respect to their initial shares if the Company fails

to consummate a Business Combination within the Combination Period and (iv) not to propose an amendment to the Company’s

Amended and Restated Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation

to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public

shareholders with the opportunity to redeem their shares in conjunction with any such amendment.

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

the holders of the initial shares will not participate in any liquidation distribution with respect to such securities.

event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution

(including Trust Account assets) will be less than the $10.00 per Unit in the Initial Public Offering.

In order to protect the

amounts held in the Trust Account, an affiliate of the sponsor will contractually agree, pursuant to a written agreement to the

Company, that if the Company liquidates the Trust Account prior to the consummation of a business combination, it will be liable

to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other

entities that are owed money by the Company for services rendered or contracted for or products sold to the Company.

This liability

will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any

kind in or to any monies held in the Trust Account.

Moreover, in the event that an executed waiver is deemed to be unenforceable

against a third party, the affiliate of the sponsor will not be responsible to the extent of any liability for such third party

The Company will seek to reduce the possibility that the affiliate of the sponsor will have to indemnify the Trust Account

due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors),

prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving

any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Company will pay the costs of liquidating the trust account from the remaining assets outside of the trust account.

If such funds

are insufficient, the Sponsor has contractually agreed to advance the Company the funds necessary to complete such liquidation

(currently anticipated to be no more than approximately $18,500) and has contractually agreed not to seek repayment for such expenses.

of March 31, 2018, the Company had cash outside the Trust Account of $83,648 available for working capital needs.

All remaining

cash was held in the Trust Account and is generally unavailable for use, prior to an initial Business Combination, and is restricted

for use either in a Business Combination or to redeem ordinary shares.

As of March 31, 2018, none of the amount on deposit in

the Trust Account was available to be withdrawn as described above.

March 31, 2018, the Company’s liquidity needs were satisfied through receipt of $31,038 from the sale of the insider shares,

advances from the Company’s Sponsor and an affiliate of the Sponsor in an aggregate amount of $663,009 which were repaid

upon the IPO, and the remaining net proceeds from the IPO and Private Placement (as described in Note 3 and Note 4).

9, 2018, the Sponsor agreed to loan to the Company an additional $500,000 pursuant to a non-convertible non-interest bearing promissory

note, which will be repaid promptly after the date on which the Company consummates a Business Combination.

In the event that

the Company is unable to consummate a Business Combination, the balance of such note will be forgiven and the Sponsor will not

be entitled to any payment thereunder.

consummation of its Business Combination, the Company will be using the funds not held in the Trust Account, and any additional

funding from the Sponsor’s promissory note commitment, for identifying and evaluating prospective acquisition candidates,

performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations

of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting

the target business to acquire and structuring, negotiating and consummating the Business Combination.

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

the Company’s estimates of the costs of undertaking in-depth due diligence and negotiating Business Combination is less

than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to

the Business Combination.

If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote

for business or other legal reasons, the Company will, pursuant to Amended and Restated Memorandum and Articles of Association,

conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file

tender offer documents with the SEC prior to completing a Business Combination.

If, however, a shareholder approval of the transaction

is required by law, or the Company decides to obtain shareholder approval for business or other legal reasons, the Company will

offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer

If the Company seeks shareholder approval in connection with a Business Combination, the Initial Shareholders (defined in

Note 5- Related Party Transactions) have agreed to vote their initial shares and private shares, as well as any public shares acquired

in or after this offering, in favor of any proposed business combination.

Additionally, each public shareholder may elect to redeem

their Public Shares irrespective of whether they vote for or against the proposed transaction.

The Company will have 15 months from the closing

of the Initial Public Offering to consummate a Business Combination (the “Combination Period”).

If the Company is unable

to complete a Business Combination within the Combination Period, it will trigger the automatic winding up, dissolution and liquidation

pursuant to the terms of the Amended and Restated Memorandum and Articles of Association.

However, if the Company anticipates that

it may not be able to consummate a Business Combination within 15 months, the Company may, but is not obligated to, extend the

period of time to consummate a Business Combination by an additional three months (for a total of up to 18 months to complete a

Business Combination).

Pursuant to the terms of the Amended and Restated Memorandum and Articles of Association and the trust agreement

entered into between the Company and Continental Stock Transfer & Trust Company, LLC, in order to extend the time available

for the Company to consummate a Business Combination, the Company’s insiders or their affiliates or designees, upon five

days advance notice prior to the applicable deadline, must deposit into the trust account $2,063,629 ($0.10 per share), on or prior

to the date of the applicable deadline.

The insiders will receive a non-interest bearing, unsecured promissory note equal to the

amount of any such deposit that will not be repaid in the event that the Company is unable to close a Business Combination unless

there are funds available outside the trust account to do so.

Such notes would either be paid upon consummation of the initial

Business Combination, or, at the lender’s discretion, converted upon consummation of the Business Combination into additional

private units at a price of $10.00 per unit.

The Company’s shareholders have approved the issuance of the private units upon

conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the consummation of a Business

In the event that the Company receives notice from its insiders five days prior to the applicable deadline of their

intent to effect an extension, the Company intends to issue a press release announcing such intention at least three days prior

to the applicable deadline.

In addition, the Company intends to issue a press release the day after the applicable deadline announcing

whether or not the funds had been timely deposited.

The Company’s insiders and their affiliates or designees are not obligated

to fund the trust account to extend the time for the Company to complete its initial Business Combination.

To the extent that some,

but not all, of the Company’s insiders, decide to extend the period of time to consummate its initial Business Combinations,

such insiders (or their affiliates or designees) may deposit the entire amount required.

The amount in the Trust Account (less the

aggregate nominal par value of the shares of the Company’s public shareholders) under the Companies Law will be treated as

share premium which is distributable under the Companies Law provided that immediately following the date on which the proposed

distribution is proposed to be made, the Company is able to pay the debts as they fall due in the ordinary course of business.

If the Company is forced to liquidate the Trust Account, the public shareholders would be distributed the amount in the Trust Account

calculated as of the date that is two days prior to the distribution date (including any accrued interest).

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

The Initial Shareholders have agreed to (i)

vote their insider shares (as well as any ordinary shares acquired in or after the offering) in favor of any proposed Business

Combination (ii) waive their conversion rights with respect to their initial shares (as well as any ordinary shares acquired in

or after the offering) in connection with the consummation of a Business Combination, (iii) to waive their rights to liquidating

distributions from the Trust Account with respect to their initial shares if the Company fails to consummate a Business Combination

within the Combination Period and (iv) not to propose an amendment to the Company’s Amended and Restated Memorandum and Articles

of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares

if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity

to redeem their shares in conjunction with any such amendment.

However, the holders of the initial shares

will not participate in any liquidation distribution with respect to such securities.

In the event of such distribution, it is

possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets)

will be less than the $10.00 per Unit in the Initial Public Offering.

In order to protect the amounts held in the Trust Account,

the Company’s Chairman and Chief Executive Officer has contractually agreed, pursuant to a written agreement to the Company,

that if the Company liquidates the Trust Account prior to the consummation of a business combination, it will be liable to ensure

that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities

that are owed money by the Company for services rendered or contracted for or products sold to the Company.

This liability will

not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind

in or to any monies held in the Trust Account.

Moreover, in the event that an executed waiver is deemed to be unenforceable against

a third party, the affiliate of the sponsor will not be responsible to the extent of any liability for such third party claims.

The Company will seek to reduce the possibility that the Company’s Chairman and Chief Executive Officer will have to indemnify

the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s

independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements

with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The Company will pay the costs of liquidating

the trust account from the remaining assets outside of the trust account.

If such funds are insufficient, the Sponsor has contractually

agreed to advance the Company the funds necessary to complete such liquidation (currently anticipated to be no more than approximately

$18,500) and has contractually agreed not to seek repayment for such expenses.

Note 2 —

Moreover, the Company will need to raise additional capital through loans from its Sponsor, officers,

directors, or third parties.

None of the Sponsor, officers or directors are under any obligation to advance funds to, or to invest

in, the Company.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve

liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business

plan, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available to it on commercially

acceptable terms, if at all.

Furthermore, if the Company is not able to consummate a Business Combination within 15 months from

its IPO, which is approximately 9 months from the date of this filing, the Company may exercise its option to extend the timeframe

for an additional three months, which would require the Company to deposit into the trust account $2,063,629 (an additional $0.10

per IPO share), or commence an automatic winding up, dissolution and liquidation of the Company.

These conditions raise substantial

doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments

that might result from the outcome of these uncertainties.

Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial

statements of the Company are presented in U.S.

dollars in conformity with accounting principles generally accepted in the United

States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S.

and Exchange Commission (the “SEC”).

In the opinion of management, all adjustments (consisting of normal recurring

adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and

its cash flows.

Operating results as presented are not necessarily indicative of the results to be expected for a full year.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart

our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting

requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,

not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure

obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

Further, Section 102(b)(1) of the JOBS Act

exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that

apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out

of such extended transition period which means that when a standard is issued or revised and it has different application dates

for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time

private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with

another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using

the extended transition period difficult or impossible because of the potential differences in accounting standards used.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

Use of Estimates

The preparation of financial statements in

conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses

during the reporting period.

of Presentation

accompanying unaudited condensed financial statements of the Company are presented in U.S.

dollars in conformity with accounting

principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure

rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

In the opinion of management, all

adjustments (consisting of normal recurring adjustments) have been made that are necessary to present fairly the financial position,

and the results of its operations and its cash flows.

Operating results as presented are not necessarily indicative of the results

to be expected for a full year.

Growth Company Status

Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the

“Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and

it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies

that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its

periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive

compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared

effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and

comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and

it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the

new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s

financial statements with another public company which is neither an emerging growth company nor an emerging growth company which

has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A

“Expenses of Offering”.

Offering costs consist principally of professional and registration fees incurred

through the balance sheet date that are related to the Public Offering and that were charged to stockholders’

the completion of the Initial Public Offering.

Accordingly, offering costs totaling approximately $8,280,000 have been charged

to stockholders’

equity (consisting of $4,127,260 in underwriters’

fees, plus $881,326 of other cash expenses, and

a non-cash charge of $3,271,400 to record the fair value of the UPO (as described in Note 7 - Commitments & Contingencies)).

preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting period.

Actual results could differ from those estimates.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

Cash and Cash Equivalents

2 unchanged sentences

The Company did not have any cash equivalents

as of September 30, 2017 and December 31, 2016.

Deferred Offering Costs

The Company complies with the requirements

of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.

costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the

Public Offering and that were charged to shareholders’

equity upon the completion of the Initial Public Offering.

Net Loss per Ordinary Share

The Company complies with accounting and disclosure

requirements ASC Topic 260, “Earnings Per Share.”

Net loss per ordinary share is computed by dividing net loss by the

weighted average number of ordinary shares issued and outstanding for the period, excluding ordinary shares subject to forfeiture.

Weighted average shares outstanding were adjusted to retrospectively reflect the issuance of additional 862,500 shares to the Initial

Shareholders on October 25, 2017 for an aggregate amount of $6,038.

Weighted average shares were reduced for the effect of an aggregate

of 675,000 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see

Note 3 and 5).

At September 30, 2017, the Company did not have any dilutive securities and other contracts that could, potentially,

be exercised or converted into ordinary shares and then share in the earnings (loss) of the Company.

As a result, diluted loss

per common share is the same as basic loss per ordinary shares for the periods.

as of March 31, 2018 and December 31, 2017.

Investment Held in Trust Account

Investment consist

of cash in United States Money Market and United States Treasury securities.

The Company classifies its United States Treasury

securities as held-to-maturity in accordance with FASB ASC Topic 320 “Investments - Debt and Equity Securities.”

Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury

securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

A decline in the

market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that

reduces the carrying costs to such securities’

The impairment is charged to earnings and a new cost basis for the security

is established.

To determine whether an impairment is other than temporary, the Company considers whether it has the ability and

intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment

is recoverable outweighs evidence to the contrary.

Evidence considered in this assessment includes the reasons for the impairment,

the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee,

and the general market condition in the geographic area or industry the investee operates in.

Premiums and discounts

are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest

Such amortization and accretion is included in the “interest income”

line item in the statements of operations.

Interest income is recognized when earned.

Fair Value Measurements

FASB ASC Topic 820 “Fair Value Measurements

and Disclosures”

defines fair value, the methods used to measure fair value and the expanded disclosures about fair value

measurements.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between the buyer and the seller at the measurement date.

In determining fair value, the valuation techniques consistent with the

market approach, income approach and cost approach shall be used to measure fair value.

FASB ASC Topic 820 establishes a fair value

hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability.

are further defined as observable and unobservable inputs.

Observable inputs are those that buyer and seller would use in pricing

the asset or liability based on market data obtained from sources independent of the Company.

Unobservable inputs reflect the Company’s

assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best

information available in the circumstances.

The fair value hierarchy is categorized

into three levels based on the inputs as follows:

Level 1 —

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Valuation adjustments and block discounts are not being applied.

Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

Level 3 —

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain

assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the balance sheet.

The fair values of cash, prepaid assets, accounts payable and

accrued expenses, due to related parties are estimated to approximate the carrying values as of March 31, 2018 due to the short

maturities of such instruments.

The following table presents information

about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2018 and

December 31, 2017 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair

Quoted Prices In

Active Markets

Money Market held in Trust Account

Treasury Securities held in Trust Account

$ 207,412,622

$ 207,403,682

Quoted Prices In

Active Markets

Money Market held in Trust Account

Treasury Securities held in Trust Account

$ 206,785,848

$ 206,776,908

Ordinary Shares Subject to Possible

The Company accounts for its ordinary shares

subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480

“Distinguishing Liabilities from Equity.”

Ordinary shares subject to mandatory redemption (if any) are classified as

a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that

feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain

events not solely within the Company’s control) are classified as temporary equity.

At all other times, ordinary shares are

classified as shareholders’

The Company’s ordinary shares feature certain redemption rights that are considered

to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, at March 31, 2018

and December 31, 2017, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’

equity section of the Company’s balance sheets.

Warrants and Rights

Since the Company is not required to net

cash settle the Warrants and Rights and the Warrants and Rights are exercisable upon the consummation of an initial Business Combination,

the management determined that the Warrants and Rights will be classified within shareholders’

equity as “Additional

paid-in capital”

upon their issuance in accordance with ASC 815-40.

The proceeds from the sale will be allocated to Public

Shares, Warrants, and Rights based on the relative fair value of the securities in accordance with 470-20-30.

The value of the

Public Shares, Warrants, and Rights will be based on the closing price paid by investors.

Net Income per Ordinary Share

The Company complies with accounting and

disclosure requirements ASC Topic 260, “Earnings Per Share.”

Net income per ordinary share is computed by dividing

net income by the weighted average number of ordinary shares issued and outstanding for the period.

At March 31, 2018, the Company

did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares

and then share in the income of the Company.

As a result, diluted income per ordinary share is the same as basic income per ordinary

share for the period.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the

Federal depository insurance coverage of $250,000.

The Company has not experienced losses on these accounts and management believes

the Company is not exposed to significant risks on such accounts.

Fair Value of Financial Instruments

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

Financial instruments that potentially

subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed

the Federal depository insurance coverage of $250,000.

The Company has not experienced losses on these accounts and management

believes the Company is not exposed to significant risks on such accounts.

The Company accounts for income taxes under

16 unchanged sentences

Since the Company was incorporated on November 28, 2016, the evaluation

was performed for upcoming 2017 tax year which will be the only period subject to examination.

The Company believes that its income

tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material

changes to its financial position.

The Company’s policy for recording interest and penalties associated with audits is to

record such items as a component of income tax expense.

The provision for income taxes was deemed

to be immaterial for the period from formation through September 30, 2017.

was performed for the 2017 tax year which is the only period subject to examination.

The Company believes that its income tax positions

and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its

financial position.

The Company’s policy for recording interest and penalties associated with audits is to record such items

as a component of income tax expense.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

Recent Accounting Pronouncements

1 unchanged sentence

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

Note 3 —

Initial Public Offering

Pursuant to the Initial Public Offering on

October 30, 2017, the Company sold 18,000,000 Units at a purchase price of $10.00 per Unit.

Pursuant to the Initial Public Offering

on October 30, 2017, the Company sold 18,000,000 Units at a purchase price of $10.00 per Unit.

On November 3, 2017, in connection

10 unchanged sentences

of a Business Combination (see Note 8).

On November 3, 2017, the underwriters canceled the remainder for the over-allotment option.

On November 3, 2017, the underwriters canceled the remainder of the over-allotment option.

Note 4 - Private Placements

Simultaneously with the Initial Public Offering,

the Company’s Sponsor purchased an aggregate of 475,000 Private Units at $10.00 per Unit (for a total purchase price of $4,750,000).

Simultaneously with the Initial Public

Offering, the Company’s Sponsor purchased an aggregate of 475,000 Private Units at $10.00 per Unit (for a total purchase

price of $4,750,000).

On November 3, 2017, in connection with the underwriters’

partial exercise of their over-allotment option, the Company consummated

the sale of additional 52,726 Private Units at $10.00 per Unit.

The proceeds from the Private Units were added to the proceeds

from the Initial Public Offering held in the Trust Account.

The Private Units are identical to the units

sold in the Initial Public Offering except the Private Units will be non-redeemable.

The purchasers of the Private Units have agreed

not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as

the insider shares) until the completion of the Business Combination.

partial exercise of their over-allotment

option, the Company consummated the sale of an additional 52,726 Private Units at $10.00 per Unit (for a total purchase price of

The proceeds from the Private Units were added to the proceeds from the Initial Public Offering held in the Trust Account.

The Private Units are identical to the

units sold in the Initial Public Offering except the Private Units will be non-redeemable.

The purchasers of the Private Units

have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees

as the insider shares) until the completion of the Business Combination.

If the Company does not complete a Business

7 unchanged sentences

amount of $25,000.

On October 25, 2017, additional 862,500 shares of the Company were issued to the Initial Shareholders for an

aggregate amount of $6,038.

The 5,175,000 Insider Shares include an aggregate of up to 675,000 shares subject to forfeiture to

the extent that the underwriters’

over-allotment is not exercised in full or in part, so that the Initial Shareholders will

own 20% of the Company’s issued and outstanding shares after the Initial Public Offering.

On November 3, 2017, 15,927 Insider

Shares were forfeited to the extent that the underwriters’

over-allotment was exercised in part.

On October 25, 2017, an additional 862,500 shares of the Company were issued to the Initial Shareholders for

an aggregate amount of $6,038.

The 5,175,000 Insider Shares include an aggregate of up to 675,000 shares subject to forfeiture

to the extent that the underwriters’

over-allotment is not exercised in full or in part, so that the Initial Shareholders

will own 20% of the Company’s issued and outstanding shares after the Initial Public Offering.

On November 3, 2017, 15,927

Insider Shares were forfeited to the extent that the underwriters’

over-allotment is exercised in part.

The Initial Shareholders

maintains 20% of the Company’s issued and outstanding shares after the Initial Public Offering and the exercise of the over-allotment.

The Initial Shareholders have agreed not to

transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until (1) with respect to 50% of the

Insider Shares, the earlier of one year after the date of the consummation of the Business Combination and the date on which the

closing price of the common shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations, reorganizations

and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination and (2)

with respect to the remaining 50% of the Insider Shares, one year after the date of the consummation of the Business Combination,

will maintain 20% of the Company’s issued and outstanding shares after the Initial Public Offering and the exercise of the

over-allotment.

The Initial Shareholders have agreed not

to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until (1) with respect to 50% of

the Insider Shares, the earlier of one year after the date of the consummation of the Business Combination and the date on which

the closing price of the common shares equals or exceeds $12.50 per share (as adjusted for share splits, share capitalizations,

reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Business Combination

and (2) with respect to the remaining 50% of the Insider Shares, one year after the date of the consummation of the Business Combination,

or earlier, in either case, if, subsequent to the Business Combination, the Company consummates a liquidation, merger, stock exchange

2 unchanged sentences

Related Party Advances

On July 4, 2017, the Sponsor loaned the Company

On July 4, 2017, the Sponsor loaned the

Company $300,000 for costs associated with the Initial Public Offering.

On September 1, 2017, the Sponsor loaned the Company another

On October 24, 2017 and October 26, 2017, the Sponsor advanced the Company an additional $71,000 and $7,507, respectively,

for costs associated with the Initial Public Offering.

On September 1, 2017, the Sponsor loaned the Company an additional

The loans are non-interest bearing, unsecured and due on demand.

The Company repaid the Sponsor a total of $500,000 from

the proceeds of the Initial Public Offering not being placed in the Trust Account on October 31, 2017.

On October 24, 2017 and

October 26, 2017, the Sponsor advanced the Company an additional $71,000 and $7,507, respectively, for costs associated with the

repaid the Sponsor $500,000 and $78,507 from the proceeds of the Initial Public Offering not being placed in the Trust Account

on October 31, 2017 and November 8, 2017, respectively.

As of March 31, 2018 and December 31, 2017,

amount due to related parties were $8,010 and $4,289, respectively.

The amounts were unpaid reimbursements for the operating expenses

paid by the officers on behalf of the Company.

For the period from November 28, 2016 through December 31, 2017, an affiliate of

the Sponsor has advanced to the Company an aggregate of $84,502 in regards to the formation costs and costs associated with the

Initial Public Offering.

These advances were repaid by the Company on November 8, 2017.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

For the period from November 28, 2016 through December 31, 2016,

an affiliate of the Sponsor has advanced to the Company an aggregate of $84,502 in regards to the formation costs and costs associated

with the Initial Public Offering.

Such advances were non-interest bearing.

These advances were repaid by the Company on July 17, 2017.

As of September 30, 2017, the amount due to related parties was $10,144 as a result of the deferred offering costs and formation

costs paid by the Company’s officers on behalf of the Company.

advance was made during the three months ended March 31, 2018.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

Note 5 –

Related Party Transactions (cont.)

Related Party Loans

In order to finance transaction costs in connection

with a Business Combination, the Sponsor, the Company’s officers and directors, or their respective affiliates may, but are

not obligated to, loan the Company funds from time to time or at any time (“Working Capital Loans”).

Each Working Capital

Loan would be evidenced by a promissory note.

The Working Capital Loans would either be paid upon consummation of a Business Combination,

without interest, or, at the holder’s discretion, up to $500,000 of the Working Capital Loans may be converted into Private

Units at a price of $10.00 per Unit (which, for example, would result in the holders being issued units to acquire 55,000 ordinary

shares (which includes 5,000 ordinary shares issuable upon exercise of rights) and warrants to purchase 25,000 ordinary shares

if $500,000 of notes were so converted).

If the Company does not complete the Business Combination, the loans would not be repaid.

In order to meet the working capital needs

following the IPO, the initial shareholders, officers and directors or their affiliates may, but are not obligated to, loan the

Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion (“Working

Capital Loans”).

Each loan would be evidenced by a promissory note.

The notes could either be paid upon consummation of the

initial Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of the notes may be converted

upon consummation of the Business Combination into private units at a price of $10.00 per unit (which, for example, would result

in the holders being issued units to acquire 55,000 ordinary shares (which includes 5,000 shares issuable upon conversion of rights)

and warrants to purchase 25,000 ordinary shares if $500,000 of notes were so converted).

The Company’s shareholders have

approved any issuance of the units and underlying securities upon conversion of such notes, to the extent an optional conversion

is included and the holder wishes to so convert them at the time of the consummation of the initial Business Combination.

Company does not complete a Business Combination, the loans will not be repaid.

On April 9, 2018, the Sponsor agreed to

loan to the Company an additional $500,000 pursuant to a non-convertible non-interest bearing promissory note, which will be repaid

promptly after the date on which the Company consummates a Business Combination.

In the event that the Company is unable to consummate

a Business Combination, the balance of such note will be forgiven and the Sponsor will not be entitled to any payment thereunder.

Note 6 —Investment Held in Trust

As of March 31, 2018, investment in the

Company’s Trust Account consisted of $8,940 in United States Money Market, $12,671 in cash and $207,403,682 in U.S.

As of December 31, 2017, investment in the Company’s Trust Account consisted of $8,940 in United States Money

Market and $206,776,908 in U.S.

Treasury Securities.

The Company classifies its United States Treasury and equivalent securities

as held-to-maturity in accordance with FASB ASC 320 “Investments —

Debt and Equity Securities”.

Held-to-maturity

treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts.

Company considers all investments with original maturities of more than three months but less than one year to be short-term investments.

The carrying value approximates the fair value due to the short term maturity.

As of March 31, 2018 and December 31, 2017, cash

and investments held in trust account is $207,425,293 and $206,785,848, respectively.

The carrying value, excluding gross unrealized

holding loss and fair value of held to maturity securities on March 31, 2018 and December 31, 2017 are as follows:

Gross Unrealized

Treasury Securities

$ 207,425,293

$ 207,384,748

Gross Unrealized

Treasury Securities

$ 206,785,848

$ 206,715,209

During the three months ended March 31, 2018, the Company sold

Treasury Securities in a net carrying value of $207,176,263 for a total cash of $207,078,506.

The Company recorded a realized

loss from sale of investment in the amount of $97,758 accordingly.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

Note 7 –

2 unchanged sentences

Pursuant to a registration rights agreement

entered into October 30, 2017, the holders of the Insider Shares, Private Units (and their underlying securities), and any Units

entered into on October 25, 2017, the holders of the Insider Shares, Private Units (and their underlying securities), and any Units

that may be issued upon conversion of the Working Capital Loans (and their underlying securities) are entitled to registration

10 unchanged sentences

Underwriters Agreement

The Company granted the underwriters a 45-day

option to purchase up to 2,700,000 additional Units to cover over-allotments at the Initial Public Offering price, less the underwriting

discounts and commissions.

The Company granted the underwriters a

45-day option to purchase up to 2,700,000 additional Units to cover over-allotments at the Initial Public Offering price, less

the underwriting discounts and commissions.

On October 25, 2017, the underwriters were

1 unchanged sentence

November 3, 2017, the underwriters exercised its over-allotment option to the extent of additional 2,636,293 Public Units of the

Therefore, an additional underwriting discount amount of $527,259 were paid to the underwriters accordingly.

Therefore, an additional underwriting discount of $527,260 was paid to the underwriters accordingly.

Business Combination Marketing Agreement

2 unchanged sentences

its shareholders to discuss a potential Business Combination and the target business’

attributes, introduce the Company

to potential investors that are interested in purchasing securities, assist the Company in obtaining shareholder approval for

the Business Combination and assist the Company with its press releases and public filings in connection with an Business Combination.

attributes, introduce the Company to

potential investors that are interested in purchasing securities, assist the Company in obtaining shareholder approval for the

Business Combination and assist the Company with its press releases and public filings in connection with an Business Combination.

The Company will pay EBC a cash fee equal to 3.5% of the gross proceeds raised in the offering for such services upon the consummation

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fees which might become payable), provided that up to 1.0%

1.0% of the gross proceeds raised in the offering payable to EBC may be allocated at the Company’s sole discretion to one

or more advisors that assist in identifying and consummating an Business Combination.

The Company will also reimburse EBC for

up to $20,000 of its reasonable costs and expenses incurred by it (including reasonable fees and disbursements of counsel) in

connection with the performance of its services.

of the gross proceeds raised in the offering payable to EBC may be allocated at the Company’s sole discretion to one or more

advisors that assist in identifying and consummating an Business Combination.

The Company will also reimburse EBC for up to $20,000

of its reasonable costs and expenses incurred by it (including reasonable fees and disbursements of counsel) in connection with

the performance of its services.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

Note 7 –

Commitments & Contingencies

Commitments & Contingencies (cont.)

Unit Purchase Option

On October 30, 2017, the Company sold the underwriter (and/or its

designees), for $100, an option to purchase up to 900,000 Units exercisable at $10.00 per Unit (or an aggregate exercise price

of $9,000,000) commencing on the later of the first anniversary of the effective date of the registration statement related to

the Initial Public Offering and the consummation of a Business Combination.

The unit purchase option may be exercised for cash

or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement

related to the Initial Public Offering.

The Units issuable upon exercise of this option are identical to those offered in the Initial

Public Offering.

On October 30, 2017, the Company sold the

underwriter (and/or its designees), for $100, an option to purchase up to 900,000 Units exercisable at $10.00 per Unit (or an aggregate

exercise price of $9,000,000) commencing on the later of the first anniversary of the effective date of the registration statement

related to the Initial Public Offering and the consummation of a Business Combination.

The unit purchase option may be exercised

for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration

statement related to the Initial Public Offering.

The Units issuable upon exercise of this option are identical to those offered

in the Initial Public Offering.

The Company accounted for the unit purchase

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Note 8 —

Shareholder’s Equity

Shareholders’

Preferred Shares - The

Company is authorized to issue a total of 2,000,000 preferred shares of a par value of $0.0001 each.

As of September 30, 2017 and

December 31, 2016, there were no shares of preferred shares issued or outstanding.

Ordinary Shares - The Company

is authorized to issue a total of 200,000,000 ordinary shares of a par value of $0.0001 each.

As of September 30, 2017 and December

31, 2016, 4,312,500 shares and 1 share were issued and outstanding, respectively.

On October 25, 2017, additional 862,500 shares

of the Company were issued to the Initial Shareholders for an aggregate amount of $6,038.

Warrants - Each whole Public

Warrant is exercisable at $11.50 per whole share and exercisable for one ordinary share.

Because the warrants may only be exercised

for whole numbers of shares, only a whole number of warrants may be exercised at any given time.

The warrants will become exercisable

on the later of the completion of a Business Combination and 12 months from October 25, 2017.

If a registration statement covering

the ordinary shares issuable upon exercise of the public warrants is not effective within 90 days following the consummation of

the Business Combination, public warrant holders may, until such time as there is an effective registration statement and during

any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless

basis pursuant to an available exemption from registration under the Securities Act.

In such event, each holder would pay the exercise

price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product

of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants

and the “fair market value”

At March 31, 2018 and December

31, 2017, there were no shares of preferred shares issued or outstanding.

Ordinary Shares - The

Company is authorized to issue a total of 200,000,000 ordinary shares of a par value of $0.0001 each.

As of March 31, 2018, the

Company has issued an aggregate of 6,071,273 ordinary shares, excluding 20,251,819 shares of ordinary shares subject to possible

As of December 31, 2017, the Company has issued an aggregate of 6,124,044 ordinary shares, excluding 20,199,048 shares

of ordinary shares subject to possible redemption.

Warrants - Each

whole Public Warrant is exercisable for one Ordinary Share at a price of $11.50 per full share.

Because the warrants may only

be exercised for whole numbers of shares, only a whole number of warrants may be exercised at any given time.

will become exercisable on the later of the completion of a Business Combination and 12 months from October 25, 2017.

registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within 90

days following the consummation of the Business Combination, public warrant holders may, until such time as there is an

effective registration statement and during any period when the Company shall have failed to maintain an effective

registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the

Securities Act.

In such event, each holder would pay the exercise price by surrendering the warrants for that number of

ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the

warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value”

(defined below) by (y) the fair market value.

The “fair market value”

mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of

The warrants issued in the Private Units (“Private

Warrants”) are identical to the Public Warrants sold in this offering except the Private Warrants will be non-redeemable

and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2017

The Company may redeem the outstanding warrants

(excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:

at any time while the warrants are exercisable,

upon a minimum of 30 days’

shall mean the average reported last sale

price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise.

The warrants issued in the Private Units

(“Private Warrants”) are identical to the Public Warrants sold in this offering except the Private Warrants will be

non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers

or their permitted transferees.

The Company may redeem the outstanding

warrants (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:

● at any time while the

warrants are exercisable,

● upon a minimum of 30

prior written notice of redemption,

if, and only if, the last sales price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption, and

if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

● if, and only if, the

last sales price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period

ending three business days before the Company sends the notice of redemption, and

● if, and only if, there

is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption

and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the warrants for redemption

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basis.”

Except in cases where the Company is not the

surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of an ordinary

share upon consummation of the initial Business Combination, even if the holder of a Public Right converted all ordinary shares

held by him, her or it in connection with the initial Business Combination or an amendment to the Company’s articles of association

with respect to its pre-business combination activities.

In the event that the Company will not be the surviving company upon completion

of the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in

order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the Business Combination.

No additional

consideration will be required to be paid by a holder of rights in order to receive his, her or its additional ordinary shares

upon consummation of an initial Business Combination.

The shares issuable upon exchange of the rights will be freely tradable (except

to the extent held by affiliates of the Company).

If the Company enters into a definitive agreement for a Business Combination

in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive

the same per share consideration the holders of ordinary shares will receive in the transaction on an as-converted into ordinary

shares basis.

Rights - Except in cases

where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth

(1/10) of an ordinary share upon consummation of the initial Business Combination, even if the holder of a Public Right converted

all ordinary shares held by him, her or it in connection with the initial Business Combination or an amendment to the Company’s

certificate of incorporation with respect to its pre-business combination activities.

In the event that the Company will not be

the surviving company upon completion of the initial Business Combination, each holder of a right will be required to affirmatively

convert his, her or its rights in order to receive the one-tenth (1/10) of a share underlying each right upon consummation of the

Business Combination.

No additional consideration will be required to be paid by a holder of rights in order to receive his, her

or its additional ordinary shares upon consummation of an initial Business Combination.

The shares issuable upon exchange of the

rights will be freely tradable (except to the extent held by affiliates of the Company).

If the Company enters into a definitive

agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide

for the holders of rights to receive the same per share consideration the holders of ordinary shares will receive in the transaction

on an as-converted into ordinary shares basis.

The Company will not issue fractional shares

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Accordingly, the rights may expire worthless.

Note 9 –

On April 9, 2018, the Sponsor

agreed to loan to the Company an additional $500,000 pursuant to a non-convertible, non-interest bearing promissory note, which

will be repaid promptly after the date on which the Company consummates a Business Combination.

If the Company does not complete

the Business Combination, the loans would be forgiven, and the Sponsor will not be entitled to any payment.

Management’s Discussion and Analysis.

Forward-Looking Statements

This Quarterly Report on Form

10-Q includes forward-looking statements.

We have based these forward-looking statements on our current expectations and projections

about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about

us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future

results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases,

you can identify forward-looking statements by terminology such as “may,”

This Quarterly Report

on Form 10-Q includes forward-looking statements.

We have based these forward-looking statements on our current expectations and

projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions

about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any

future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

cases, you can identify forward-looking statements by terminology such as “may,”

“should,”

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read in conjunction with our condensed financial statements and related notes thereto included elsewhere in this report.

We were incorporated on November

28, 2016 as a Cayman Islands exempted company for the purpose of entering into a merger, share exchange, asset acquisition, stock

purchase, recapitalization, reorganization or other similar business combination with one or more target businesses.

to identify a prospective target business will not be limited to any particular industry or geographic location.

We intend to utilize

cash derived from the proceeds of our initial public offering, our securities, debt or a combination of cash, securities and debt,

in effecting our initial business combination.

We presently have no revenue,

have had losses since inception from incurring formation costs and have had no operations other than the active solicitation of

a target business with which to complete a business combination.

We have relied upon the sale of our securities and loans from

our officers and directors to fund our operations.

On July 11, 2017, we issued

4,312,500 shares (“Insider Shares”) of ordinary shares to the shareholders (“Initial Shareholders”) for

an aggregate amount of $25,000.

On October 25, 2017, an additional 862,500 shares of the Company were issued to the Initial Shareholders

for an aggregate amount of $6,038.

The 5,175,000 Insider Shares included an aggregate of up to 675,000 shares subject to forfeiture

to the extent that the underwriters’

over-allotment was not exercised in full, so that the Initial Shareholders would own

20% of our issued and outstanding shares after the Initial Public Offering.

On November 3, 2017, 15,927 Insider Shares were forfeited.

On October 30, 2017, we consummated

our initial public offering (“IPO”) of 18,000,000 units (the “Units”).

Each Unit consists of one ordinary

share (the “Ordinary Shares”), one-half of a redeemable warrant, and one right to receive 1/10 of an Ordinary Share

upon the consummation of an initial business combination.

We were formed on November 28, 2016 as a blank check company

for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization

or other similar business combination, with one or more target businesses.

Our efforts to identify a prospective target business

will not be limited to any particular industry or geographic location.

We have not selected any target business for our initial

business combination.

We presently have no revenue, have had losses since inception

from incurring formation costs and have had no operations other than the active solicitation of a target business with which to

complete a business combination.

We have relied upon the sale of our securities and loans from the Sponsor, our officers and directors

to fund our operations.

On October 30, 2017, we consummated our IPO of 18,000,000 Units.

Each Unit consists of one Ordinary Share, one-half of a redeemable Public Warrant and one Right to receive 1/10 of an Ordinary

Share upon the consummation of our initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating

gross proceeds of $180,000,000.

We granted the underwriters a 45-day option to purchase up to 2,700,000 additional Units to cover

over-allotments.

Simultaneously with the closing of the IPO, we consummated a private placement (“Private Placement”)

with Shareholder Value Fund, our sponsor (“Sponsor”), of 475,000 units (the “Private Units”) at a price

of $10.00 per Private Unit, generating gross proceeds of $4,750,000.

As of October 30, 2017, a total

of $180,000,000 of the net proceeds from the sale of the Units in the IPO and the Private Placement were in a trust account established

for the benefit of our public shareholders.

On November 3, 2017, the underwriters

exercised the option in part and purchased 2,636,293 Public Units, which were sold at an offering price of $10.00 per Unit, generating

gross proceeds of $26,362,930.

Simultaneously with the sale of the over-allotment Public Units, we consummated a private placement

of 52,726 Private Units at a price of $10.00 per Unit, generating total additional gross proceeds of $527,260.

The Company granted the underwriters a 45-day option to purchase up to 2,700,000 additional Units

to cover over-allotments, if any.

On October 30, 2017, simultaneously with the consummation of the IPO, we consummated a private

placement with our Sponsor of 475,000 Private Units at a price of $10.00 per Private Unit, generating total proceeds of $4,750,000.

The underwriters exercised the over-allotment option in part and, on November 3, 2017, the underwriters purchased 2,636,293 over-allotment

option Units, which were sold at an offering price of $10.00 per Unit, generating gross proceeds of $26,362,930.

On November 3,

the underwriters canceled the remainder of the over-allotment option.

A total of $206,362,930 of

the net proceeds from the sale of Units in the initial public offering (including the over-allotment option units) and the private

placements on October 30, 2017 and November 3, 2017, were placed in a trust account established for the benefit of the Company’s

public shareholders.

The Company incurred offering costs totaling approximately $8,280,000, consisting of $4,127,259 in underwriting

discounts and commissions, plus $881,326 of other cash expenses, and a non-cash charge of $3,271,400.

After completion of the above

offerings and payment of related cash expenses, the Company had an available cash balance not held in the Trust Account of approximately

$929,000 as of November 3, 2017.

An audited balance sheet as

of October 30, 2017 reflecting receipt of the net proceeds from the Initial Public Offering and the Private Placement on October

30, 2017, was previously filed on a Current Report on Form 8-K dated October 30, 2017.

The Company’s unaudited pro forma

balance sheet as of October 30, 2017, reflecting receipt of the proceeds from the sale of the over-allotment Units and the private

placement on November 3, 2017, was previously filed on a Current Report on Form 8-K dated November 3, 2017.

Our management has broad discretion

with respect to the specific application of the net proceeds of the IPO and the Private Placements, although substantially all

of the net proceeds are intended to be applied generally towards consummating a business combination.

2017, simultaneously with the sale of the over-allotment Units, the Company consummated the private sale of an additional 52,726

Private Units to our Sponsor, generating gross proceeds of $527,260.

On November 3, 2017, the underwriters canceled the remainder

of the over-allotment option.

In connection with the cancellation of the remainder of the over-allotment option, the Company canceled

an aggregate of 15,927 Ordinary Shares issued to our Sponsor prior to the IPO and Private Placement.

As of March 31, 2018, a total of $207,425,293 was held in a

trust account established for the benefit of the Company’s public shareholders, which included $206,362,930 of the net proceeds

from the IPO (including the partial exercise of the over-allotment option) and the Private Placements and subsequent interest income.

Our management has broad discretion with respect to the specific

application of the net proceeds of IPO and the Private Placements, although substantially all of the net proceeds are intended

to be applied generally towards consummating a business combination.

Results of Operations

entire activity from inception up to September 30, 2017 was in preparation for the IPO.

Since the IPO, our activity has been limited

to the evaluation of business combination candidates, and we will not be generating any operating revenues until the closing and

completion of our initial business combination.

We expect to generate small amounts of non-operating income in the form of interest

income on cash and cash equivalents.

Interest income is not expected to be significant in view of current low interest rates on

risk-free investments (treasury securities).

We expect to incur increased expenses as a result of being a public company (for legal,

financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

We expect our expenses to increase

substantially after this period.

For the three months ended

September 30, 2017 and nine months ended September 30, 2017, we had a net loss of $2,571 and $4,991, respectively, which was comprised

of formation and operating costs.

Our entire activity from inception up to

October 25, 2017 was related to the Company’s formation, the IPO and general and administrative activities.

Since the IPO,

our activity has been limited to the evaluation of business combination candidates, and we will not be generating any operating

revenues until the closing and completion of our initial business combination.

We expect to generate small amounts of non-operating

income in the form of interest income on cash and cash equivalents.

Interest income is not expected to be significant in view of

current low interest rates on risk-free investments (treasury securities).

We expect to incur increased expenses as a result of

being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

We expect our expenses to increase substantially after this period.

For the three months ended March 31, 2018,

we had a net income of $527,701 which was comprised of operating costs of $111,785, realized loss from sale of investments of $97,758,

and interest income of $737,244 from investments in our Trust Account and interest from our savings account.

For the three months

ended March 31, 2017, we did not incur any expenses.

Liquidity and Capital Resources

As of September 30,

2017, we had $188,929 in cash and a working capital deficiency of $402,963 (excluding prepaid assets and deferred offering

As of December 31, 2016, we did not have any bank accounts and did not have any cash.

Our liquidity needs have been

satisfied to date through receipt of $31,038 from the sale of the Insider Shares and loans from our Sponsor, in an aggregate amount

of $500,000, which was repaid subsequent to the IPO, an advance from an affiliate of our Sponsor in an aggregate amount of $84,502,

which was repaid out of the loan from our Sponsor, and direct payment for fees by our officers on behalf of us and the funds received

in the IPO and Private Placement that are held outside the trust account.

We intend to use substantially

all of the net proceeds of the IPO, including the funds held in the trust account, in connection with our initial business combination

and to pay our expenses relating thereto, including a cash fee equal to 3.5% of the gross proceeds of the IPO payable to EarlyBirdCapital,

upon consummation of our initial business combination for assisting us in connection with such business combination.

extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining

proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the

operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding

the target business’

operations, for strategic acquisitions and for marketing, research and development of existing or new

Such funds could also be used to repay any operating expenses or finders’

fees which we had incurred prior to the

completion of our initial business combination if the funds available to us outside of the trust account were insufficient to cover

such expenses.

anticipate that the approximately $500,000 outside of our trust account will be sufficient to allow us to operate for at least

the next 12 months, assuming that a business combination is not consummated during that time.

If our estimates of the costs

of undertaking due diligence and negotiating our initial business combination are less than the actual amount necessary to do so,

we may have insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may need

to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a

significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional

securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we

would only consummate such financing simultaneously with the consummation of our initial business combination.

Following our initial

business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of March 31, 2018, we had cash outside

our trust account of $83,648, available for working capital needs.

All remaining cash was held in the trust account and is generally

unavailable for our use, prior to an initial Business Combination.

Our liquidity needs have been satisfied

to date through receipt of $31,038 from the sale of the insider shares, advances from our Sponsor and

an affiliate of our Sponsor in an aggregate

amount of $663,009, which were repaid upon our IPO and not outstanding as of March 31, 2018, and the remaining net proceeds from

our IPO and Private Placements.

Additionally, on April 9, 2018, our sponsor

agreed to loan to us an additional $500,000 pursuant to a non-convertible non-interest bearing promissory note, which will be repaid

promptly after the date on which we consummate a business combination.

In the event that we are unable to consummate a business

combination, as described in the prospectus relating to the IPO, the balance of such note will be forgiven and our Sponsor will

not be entitled to any payment thereunder.

We intend to use substantially all of the net proceeds of the IPO, including the funds

held in the trust account, and any additional funding from our Sponsor’s promissory note commitment, to acquire a target

business or businesses and to pay our expenses relating thereto, including a cash fee equal to 3.5% of the gross proceeds of the

IPO payable to the representative of the underwriters upon consummation of our initial business combination for assisting us in

connection with such business combination.

To the extent that our share capital is used in whole or in part as consideration to

effect our initial business combination, the remaining proceeds held in the trust account as well as any other net proceeds not

expended will be used as working capital to finance the operations of the target business.

Such working capital funds could be

used in a variety of ways including continuing or expanding the target business’

operations, for strategic acquisitions and

for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses

or finders’

fees which we had incurred prior to the completion of our initial business combination if the funds available

to us outside of the trust account were insufficient to cover such expenses.

We anticipate that the approximately $83,648

outside of our trust account as of March 31, 2018, combined with the additional funding available from our sponsor’s promissory

note commitment, will be sufficient to allow us to operate for at least the next 12 months, assuming that a business combination

is not consummated during that time.

Over this time period, we will be using these funds for identifying and evaluating prospective

business combination candidates, performing business due diligence on prospective target businesses, traveling to and from the

offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of

prospective target businesses, selecting the target business to consummate our initial business combination with and structuring,

negotiating and consummating the business combination.

If our estimates of the costs of undertaking

in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, we may

have insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may need to obtain

additional financing either to consummate our initial business combination or because we become obligated to redeem a significant

number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities

or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws, we would only

consummate such financing simultaneously with the consummation of our initial business combination.

Following our initial business

combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

Off-Balance Sheet Financing Arrangements

As of March 31, 2018, we did not have any

off-balance sheet arrangements.

As of September 30, 2017, we

did not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Management’s discussion

and analysis of our results of operations and liquidity and capital resources are based on our unaudited financial information.

We describe our significant accounting policies in Note 2 -- Significant Accounting Policies, of the Notes to unaudited Financial

Statements included in this report.

Our unaudited financial statements have been prepared in accordance with U.S.

GAAP for interim

financial reporting.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) have been made

that are necessary to present fairly the financial position, the results of its operations and its cash flows.

Operating results

as presented are not necessarily indicative of the results to be expected for a full year.

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred

to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any

debt or commitments of other entities, or entered into any non-financial assets.

Contractual Obligations

At March 31, 2018, we did not have any long-term debt, capital

lease obligations, operating lease obligations or long-term liabilities.

Critical Accounting Policies

Management’s discussion and analysis

of our results of operations and liquidity and capital resources are based on our audited financial information.

We describe our

significant accounting policies in Note 2 - Significant Accounting Policies, of the Notes to Financial Statements included in this

Our audited financial statements have been prepared in accordance with U.S.

Certain of our accounting policies require

7 unchanged sentences

to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

Quantitative and Qualitative Disclosures about Market

As a smaller reporting company we are not required to make disclosures

under this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements