What changed in this filing

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Item 1. Financial Statements

2018-11-13 compared with 2018-08-08 · 238 added, 167 removed, 800 unchanged (34% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

Prepaid assets

8 unchanged sentences

Total current liabilities

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

Ordinary shares subject to possible redemption, 20,413,625 and 20,199,048 shares at redemption value at September 30, 2018 and December 31, 2017, respectively

Shareholders’

4 unchanged sentences

200,000,000 shares authorized;

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

5,909,467 shares (excluding 20,413,625 shares subject to possible redemption) and 6,124,044 shares (excluding 20,199,048 shares subject to possible redemption) issued and outstanding at September 30, 2018 and December 31, 2017, respectively

Additional paid-in capital

9 unchanged sentences

For the Three Months Ended

For the Six Months Ended

September 30,

For the Nine Months Ended

Formation and operating costs

3 unchanged sentences

Interest income

Total other income

Total other income (loss)

Net income (loss)

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Reclassification of ordinary shares subject to possible redemption

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

Balance as of September 30, 2018

This number excludes 20,413,625 and 20,199,048 ordinary shares subject to possible redemption at September 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

September 30,

Cash Flows from Operating Activities:

1 unchanged sentence

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

Formation costs paid by related party

Realized loss from sale of investment

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Cash Flows from Investing Activities:

Redemption of investment held in Trust Account

Proceeds from sale of investment held in Trust Account

3 unchanged sentences

Cash Flows from Financing Activities:

Proceeds from Sponsor

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 from financing activities

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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 THE FINANCIAL STATEMENTS

JUNE 30, 2018

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

Note 1 —

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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.

As of September 30, 2018, the Company had

not yet commenced any operations.

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

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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

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

The Company will provide its shareholders

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to redeem their shares in conjunction with any such amendment.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

However, the holders of the initial shares

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$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

As of September 30, 2018, the Company had

cash outside the Trust Account of $374,955 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 September 30, 2018, none of the amount on deposit in the Trust Account was available

to be withdrawn as described above.

Through September 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

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

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.

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

On November 2, 2018, the Company entered

into a share exchange agreement with Kaixin Auto Group, as described in Note 9 –

Subsequent Events.

The initial business

combination is expected to close during Q1 2019.

The Company has engaged several professional firms for services regarding the

transaction, resulting in a significant increase in the Company’s expenditures for M&A related activities.

If the Company

is required to pay these costs prior to the initial business combination closing, then 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 three 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 —

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Actual results could differ from those estimates.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

Cash and Cash Equivalents

2 unchanged sentences

The Company did not have any cash equivalents

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

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

Investment Held in Trust Account

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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.

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.

line item in the statements of operations.

Interest income is recognized when earned.

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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 THE FINANCIAL STATEMENTS

JUNE 30, 2018

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

Level 3 —

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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.

September 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 June 30, 2018 and

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

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

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

September 30,

Quoted Prices In

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The Company accounts for its ordinary shares

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

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

“Distinguishing Liabilities from Equity.”

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

Accordingly, at June 30, 2018

Accordingly, at September 30,

2018 and December 31, 2017, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’

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

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

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

JUNE 30, 2018

At September 30, 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.

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

Concentration of Credit Risk

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as a component of income tax expense.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

SEVEN STAR ACQUISITION CORPORATION

TO THE FINANCIAL STATEMENTS

Recent Accounting Pronouncements

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The Initial Shareholders

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

over-allotment.

maintained 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

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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.

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.

Such advances were non-interest bearing.

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

of September 30, 2018 and December 31, 2017, amount due to related parties were $27,530 and $4,289, respectively.

were unpaid reimbursements for the operating expenses paid by the officers on behalf of the Company.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

SEPTEMBER 30, 2018

Note 5 –

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Note 6 —Investment Held in Trust

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.

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.

As of September 30, 2018, investment in

the Company’s Trust Account consisted of $370 in cash and $209,362,019 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 —

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.

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 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 June 30, 2018 and December 31, 2017 are as follows:

Held-to-maturity treasury securities are recorded at

amortized cost and adjusted for the amortization or accretion of premiums or discounts.

The 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 September 30, 2018 and December 31, 2017, cash and investments held in trust

account is $209,362,389 and $206,785,848, respectively.

The carrying value, excluding gross unrealized holding loss and fair value

of held to maturity securities on September 30, 2018 and December 31, 2017 are as follows:

September 30,

Gross Unrealized

September 30,

Treasury Securities

5 unchanged sentences

$ 206,715,209

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.

In February 2018, the Company sold the U.S.

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.

In August 2018, the Company redeemed the expired treasury bills for total cash proceeds of

$208,816,500.

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

SEPTEMBER 30, 2018

Note 7 –

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NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 2018

SEPTEMBER 30, 2018

Note 7 –

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

At June 30, 2018 and December

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

At September 30, 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 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

As of September 30, 2018,

the Company has issued an aggregate of 5,909,467 ordinary shares, excluding 20,413,625 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

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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,

● at any time while the warrants are exercisable,

● upon a minimum of 30 days’

prior written notice

of redemption,

CM SEVEN STAR ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

JUNE 30, 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

SEPTEMBER 30, 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

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Accordingly, the rights may expire worthless.

Note 9 –

Subsequent Events

On November 2, 2018, the Company entered

into a share exchange agreement with Renren Inc.

(“Renren”

or the “Seller”) and Kaixin Auto Group (“Kaixin”)

pursuant to which CM Seven Star would acquire all of the outstanding equity interests of Kaixin.

Kaixin was founded in 2015 by

its corporate parent, Renren, to capitalize on growth in China’s used car financing industry.

Kaixin operates a unique

business model that includes on-line and brick-and-mortar dealerships as well as a network of parties that provide a range of value-added

and after-sale services.

100% of the acquisition consideration

will be newly issued ordinary shares of the Company and amounts remaining in the Company’s trust account at the closing of

the business combination are expected to be used for Kaixin’s capital growth.

Upon closing of the acquisition,

Kaixin shareholders will receive approximately 28.3 million in shares as consideration and up to approximately 19.5 million

additional shares based on incentive earnouts (as described in more detail below), issuable in the future upon achievement of certain

financial results and/or stock prices, and subject to certain indemnification arrangements.

In addition, approximately 4.7 million

shares will be issued at closing or reserved for issuance to Kaixin’s management under its equity incentive plan.

If Kaixin’s revenue equals or exceeds

RMB5.0 billion in 2019 (USD 725.7 million), Renren will receive 1.95 million shares.

If Kaixin’s 2019 Adjusted Earnings

Before Interest, Taxes, Depreciation, and Amortization (“EBITDA”) equals RMB150 million (USD 21.8

million), Renren will receive 3.9 million shares, increasing proportionally to 7.8 million shares if 2019 Adjusted EBITDA equals

or exceeds RMB200 million (USD 29.0 million).

If Kaixin’s 2020 Adjusted EBITDA equals RMB340 million (USD 49.3 million),

Renren will receive 4.875 million shares, increasing proportionally to 9.75 million shares if 2020 Adjusted EBITDA equals or exceeds

RMB480 million (USD 69.7 million).

Notwithstanding the Revenue and Adjusted EBITDA achieved by the post-transaction company for

any period, Kaixin shareholders will receive the 2019 earnout shares if the Company’s stock price is higher than $13.00 for

any sixty days in any period of ninety consecutive trading days during a fifteen month period following the closing, and will receive

the 2019 earnout shares and the 2020 earnout shares if the Company’s stock price is higher than $13.50 for any sixty days

in any period of ninety consecutive trading days during a thirty month period following the closing.

Management’s Discussion and Analysis.

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

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.

As of September 30, 2018, a total of $209,362,389 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

Our management has broad discretion with respect to the specific

1 unchanged sentence

to be applied generally towards consummating a business combination.

Proposed Business Combination

On November 2, 2018, the Company entered

into a share exchange agreement with Renren Inc.

(“Renren”

or the “Seller”) and Kaixin Auto Group (“Kaixin”)

pursuant to which CM Seven Star would acquire all of the outstanding equity interests of Kaixin.

Kaixin was founded in 2015 by

its corporate parent, Renren, to capitalize on growth in China’s used car financing industry.

Kaixin operates a unique

business model that includes on-line and brick-and-mortar dealerships as well as a network of parties that provide a range of value-added

and after-sale services.

100% of the acquisition consideration

will be newly issued ordinary shares of the Company and amounts remaining in the Company’s trust account at the closing of

the business combination are expected to be used for Kaixin’s capital growth.

Upon closing of the Acquisition, Kaixin

shareholders will receive approximately 28.3 million in shares as consideration and up to approximately 19.5 million additional

shares based on incentive earnouts (as described in more detail below), issuable in the future upon achievement of certain financial

results and/or stock prices, and subject to certain indemnification arrangements.

In addition, approximately 4.7 million shares

will be issued at closing or reserved for issuance to Kaixin’s management under its equity incentive plan.

If Kaixin’s revenue equals or exceeds RMB5.0 billion in

2019 (USD 725.7 million), Renren will receive 1.95 million shares.

If Kaixin’s 2019 Adjusted EBITDA equals RMB150 million

(USD 21.8 million), Renren will receive 3.9 million shares, increasing proportionally to 7.8 million shares if 2019 Adjusted EBITDA

equals or exceeds RMB200 million (USD 29.0 million).

If Kaixin’s 2020 Adjusted EBITDA equals RMB340 million (USD 49.3 million),

Renren will receive 4.875 million shares, increasing proportionally to 9.75 million shares if 2020 Adjusted EBITDA equals or exceeds

RMB480 million (USD 69.7 million).

Notwithstanding the Revenue and Adjusted EBITDA achieved by the post-transaction company for

any period, Kaixin shareholders will receive the 2019 earnout shares if the Company’s stock price is higher than $13.00 for

any sixty days in any period of ninety consecutive trading days during a fifteen month period following the closing, and will receive

the 2019 earnout shares and the 2020 earnout shares if the Company’s stock price is higher than $13.50 for any sixty days

in any period of ninety consecutive trading days during a thirty month period following the closing.

Results of Operations

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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.

For the three months ended September 30,

2018, we had net income of $828,104, which was comprised of operating costs of $177,984 and interest income of $1,006,088 from

investments in our Trust Account and interest from our savings account.

For the three months ended September 30, 2017, we incurred

operating costs of $2,612 and interest income of $41 from our savings account.

For the nine months ended September 30,

2018, we had net income of $2,145,766, which was comprised of operating costs of $431,786, realized loss from sale of investments

of $97,758, and interest income of $2,675,310 from investments in our Trust Account and interest earned on our savings account.

For the nine months ended September 30, 2017, we incurred net operating costs of $4,991.

Liquidity and Capital Resources

As of June 30, 2018, we had cash outside

As of September 30, 2018, we had cash outside

our trust account of $374,955 available for working capital needs.

3 unchanged sentences

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.

in an aggregate amount of $663,009, which were repaid upon our IPO, 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

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We anticipate that the approximately $374,955

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.

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 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.

outside of our trust account as of September 30, 2018, will be insufficient to cover our operating costs and our estimated costs

of undertaking our initial business combination.

If the Company is required to pay these costs prior to the initial business combination

closing, then the Company will need to obtain additional financing to consummate our initial business combination.

Either in order

to raise such additional financing, or because we become obligated to redeem a significant number of our public shares upon consummation

of our initial business combination, in either case we may issue additional securities or incur debt in connection with such business

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 but there is no assurance that new financing will

be available to us on commercially acceptable terms.

Furthermore, if we are not able to consummate a business combination within

15 months from our IPO, which is approximately three 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.

These conditions raise substantial doubt

about our ability to continue as a going concern.

Off-Balance Sheet Financing Arrangements

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

off-balance sheet arrangements.

As of September 30, 2018, we did not have

any off-balance sheet arrangements.

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

4 unchanged sentences

Contractual Obligations

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

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

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

17 unchanged sentences

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