What changed in this filing

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Item 1. Financial Statements

2018-08-08 compared with 2018-05-21 · 411 added, 392 removed, 556 unchanged (59% of the section changed)

Financial Statements (Unaudited)

SEVEN STAR ACQUISITION CORPORATION

BALANCE SHEETS

CM SEVEN STAR ACQUISITION CORPORATION

CONDENSED BALANCE SHEETS

Prepaid assets

Total Current Assets

Cash held in Trust Account

Cash and securities held in Trust Account

$ 208,871,313

1 unchanged sentence

Liabilities and Shareholders’

Accounts payable and accrued expense

Accounts payable and accrued expenses

Due to related parties

Due to 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

Ordinary shares subject to possible redemption, 20,330,815 and 20,199,048 shares at redemption value at June 30, 2018 and December 31, 2017, respectively

Shareholders’

4 unchanged sentences

200,000,000 shares authorized;

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

5,992,277 shares (excluding 20,330,815 shares subject to possible redemption) and 6,124,044 shares (excluding 20,199,048 shares subject to possible redemption) issued and outstanding at June 30, 2018 and December 31, 2017, respectively

Additional paid-in capital

4 unchanged sentences

$ 207,010,349

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

SEVEN STAR ACQUISITION CORPORATION

STATEMENTS OF OPERATIONS

For the Three

March 31, 2018

March 31, 2017

Operating costs

The accompanying notes are an integral part

of these condensed financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Six Months Ended

Formation and operating costs

Loss from operations

3 unchanged sentences

Total other income

Net income (loss)

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’

The accompanying notes are an integral part

of these condensed financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

Ordinary Shares (1)

3 unchanged sentences

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

Balance as of June 30, 2018

This number excludes 20,330,815 and 20,199,048 ordinary shares subject to possible redemption at June 30, 2018 and December 31, 2017, respectively.

The accompanying notes are an integral

part of these condensed financial statements

CM SEVEN STAR ACQUISITION CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

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

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Realized loss from sale of investment

10 unchanged sentences

Net cash used in investing activities

Net Decrease in Cash

Cash Flows from Financing Activities:

Proceeds from Sponsor

Net cash provided from financing activities

Net Increase in Cash

Cash - Beginning

Cash - Ending

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 accompanying notes are an integral part

of these condensed financial statements.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

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 June 30, 2018, the Company had not

yet commenced any operations.

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

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”

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”

or “Public Units”

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

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.

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

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).

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, as

of November 3, 2017.

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.

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.

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,

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 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.

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

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

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

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 (to January

2019) 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.

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.

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).

The 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.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

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,

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

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 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.

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.

As of June 30, 2018, the Company had cash

outside the Trust Account of $462,844 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 June 30, 2018, none of the amount on deposit in the Trust Account was available to be withdrawn

as described above.

Through June 30, 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).

On May 23, 2018, the Sponsor loaned 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.

Until consummation of its Business Combination,

the Company will be using the funds not held in the Trust Account 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

1 unchanged sentence

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.

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

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

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

If 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.

Moreover, the

Company will need to raise additional capital through loans from its Sponsor, officers, directors, or third parties.

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

6 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.

Note 2 —

Significant Accounting

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 approved.

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.

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.

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”.

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.

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’

equity upon 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)).

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.

Actual results could differ from those estimates.

1 unchanged sentence

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

JUNE 30, 2018

Cash and Cash Equivalents

2 unchanged sentences

The Company did not have any cash equivalents

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

as of June 30, 2018 and December 31, 2017.

Investment Held in Trust Account

Investment consist

Investment consists

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

8 unchanged sentences

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

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.

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

effective-interest method.

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

line item in the statements of operations.

line item in the statements

of operations.

Interest income is recognized when earned.

26 unchanged sentences

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

JUNE 30, 2018

Level 3 —

2 unchanged sentences

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.

approximates the carrying amounts represented in the condensed balance sheet.

The fair values of cash, prepaid assets, accounts

payable and accrued expenses, due to related parties and due to Sponsor are estimated to approximate the carrying values as of

June 30, 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

about the Company’s assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2018 and

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

24 unchanged sentences

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

Accordingly, at March 31, 2018

Accordingly, at June 30, 2018

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

16 unchanged sentences

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

At March 31, 2018, the Company

At June 30, 2018, the Company

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

4 unchanged sentences

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

JUNE 30, 2018

Concentration of Credit Risk

30 unchanged sentences

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

JUNE 30, 2018

Recent Accounting Pronouncements

70 unchanged sentences

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

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

On May 23, 2018, the Sponsor loaned 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.

As of June 30, 2018 and December 31, 2017,

amount due to related parties were $51,681 and $4,289, respectively.

6 unchanged sentences

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

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

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

JUNE 30, 2018

Note 5 –

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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

As of June 30, 2018, investment in the

Company’s Trust Account consisted of $8,976 in United States Money Market, $12,675 in cash and $208,335,323 in U.S.

9 unchanged sentences

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

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

As of June 30, 2018 and December 31, 2017, cash

and investments held in trust account is $208,356,974 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:

holding loss and fair value of held to maturity securities on June 30, 2018 and December 31, 2017 are as follows:

Gross Unrealized

6 unchanged sentences

$ 206,715,209

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

During the six months ended June 30, 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.

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

JUNE 30, 2018

Note 7 –

39 unchanged sentences

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

JUNE 30, 2018

Note 7 –

40 unchanged sentences

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

At March 31, 2018 and December

At June 30, 2018 and December

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

1 unchanged sentence

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

As of June 30, 2018, the

Company has issued an aggregate of 5,992,277 ordinary shares, excluding 20,330,815 shares of ordinary shares subject to possible

1 unchanged sentence

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”

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.

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”

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

The “fair market value”

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.

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

10 unchanged sentences

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2018

JUNE 30, 2018

● if, and only if, the

40 unchanged sentences

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.

55 unchanged sentences

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

As of June 30, 2018, a total of $208,356,974 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.

8 unchanged sentences

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.

We expect to generate non-operating income in the

form of interest income on cash and investments held in Trust Account.

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.

expect our expenses to increase substantially after this period.

For the three months ended June 30, 2018,

we had net income of $789,961, which was comprised of operating costs of $142,017 and interest income of $931,978 from investments

in our Trust Account and interest from our savings account.

For the three months ended June 30, 2017, we incurred operating costs

For the six months ended June 30,

2018, we had net income of $1,317,662, which was comprised of operating costs of $253,802, realized loss from sale of

investments of $97,758, and interest income of $1,669,222 from investments in our Trust Account and interest earned on our

savings account.

For the six months ended June 30, 2017, we incurred operating costs of $2,420.

Liquidity and Capital Resources

As of March 31, 2018, we had cash outside

As of June 30, 2018, we had cash outside

our trust account of $462,844 available for working capital needs.

2 unchanged sentences

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.

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 June 30, 2018, and the remaining net

proceeds from our IPO and Private Placements.

Additionally, on May 23, 2018, our sponsor loaned to us $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 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 $462,844

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,

outside of our trust account as of June 30, 2018, will be sufficient to allow us to operate before a business combination is consummated

or automatic winding up, dissolution and liquidation.

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.

9 unchanged sentences

Following our initial business

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

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

is no assurance that new financing will be available to us on commercially acceptable terms.

Furthermore, if the we are not able

to consummate a business combination within 15 months from our IPO, which is approximately 6 months from the date of this filing,

we may exercise our option to extend the timeframe for an additional three months, which would require us 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.

conditions raise substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Financing Arrangements

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

As of June 30, 2018, we did not have any

off-balance sheet arrangements.

5 unchanged sentences

Contractual Obligations

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

At June 30, 2018, we did not have any long-term debt, capital

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

1 unchanged sentence

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

that management apply significant judgments in defining the appropriate assumptions integral to financial estimates.

On an ongoing

basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements

are presented fairly and in accordance with U.S.

Judgments are based on historical experience, terms of existing contracts,

industry trends and information available from outside sources, as appropriate.

However, by their nature, judgments are subject

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

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

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

in this report.

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

Certain of our accounting policies

require that management apply significant judgments in defining the appropriate assumptions integral to financial estimates.

an ongoing basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial

statements are presented fairly and in accordance with U.S.

Judgments are based on historical experience, terms of existing

contracts, industry trends and information available from outside sources, as appropriate.

However, by their nature, judgments

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

Quantitative and Qualitative Disclosures about Market

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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