What changed in this filing

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Item 1. Business

2019-03-25 compared with 2018-04-16 · 263 added, 511 removed, 163 unchanged (83% of the section changed)

CM Seven Star Acquisition Corporation is a

Cayman Islands exempted company incorporated on November 28, 2016 as a blank check company for the purpose of entering into a merger,

share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with

one or more target businesses.

Our efforts to identify a prospective target business will not be limited to any particular industry

or geographic location.

We have not selected any target business for our initial business combination.

We believe that our management team is well

positioned to identify attractive risk-adjusted returns in the marketplace and that our contacts and transaction sources, ranging

from industry executives, private owners, private equity funds, and investment bankers, in addition to the geographical reach of

our affiliates, will enable us to pursue a broad range of opportunities.

Our management team has significant experience in engaging

in cross-border business in Asia, Europe, and the U.S., and understands the cultural, business and economic differences and opportunities

that will allow us to negotiate a transaction.

In addition to our management team, our sponsor,

Shareholder Value Fund (our “Sponsor”), is a Cayman Islands exempted company structured as a hedge fund controlled

by its Board of Directors, which has selected CM Asset Management (Hongkong) Company Limited (“CMAM”) to serve as the

investment manager for the fund.

CMAM is a wholly owned subsidiary of China Minsheng Financial Holding Corporation Limited, a HKSE

listed Company [Ticker:

On October 30, 2017, we consummated our initial public offering (“IPO”) of 18,000,000

units (the “Units”).

Each Unit consists of one ordinary share (the “Ordinary Shares”), one-half of a redeemable

warrant (the “Public Warrants”) and one right to receive 1/10 of an Ordinary Share upon the consummation of our initial

business combination (the “Rights”).

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

proceeds of $180,000,000.

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

cover over-allotments, if any.

On October 30, 2017, simultaneously with the

consummation of the IPO, we consummated the private placement (“Private Placement”) with our Sponsor of 475,000 units

(the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $4,750,000.

The Private Units

are identical to the Units sold in the IPO, except that the warrants underlying the Private Units (i) may be exercised on a cashless

basis at the holder’s option and (ii) will not be redeemable by the Company, in each case as long as they are held by our

Sponsor or its permitted transferees.

Additionally, because the Private Units were issued in a private transaction, our Sponsor

and its permitted transferees will be allowed to exercise the warrants included in the Private Units for cash even if a registration

statement covering the Ordinary Shares issuable upon exercise of such warrants is not effective and receive unregistered Ordinary

Additionally, our Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except

in limited circumstances, as described in the registration statement relating to the IPO) until the completion of the Company’s

CM Seven Star Acquisition Corporation is

a Cayman Islands exempted company incorporated on November 28, 2016 as a blank check company for the purpose of entering into a

merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination,

with one or more target businesses.

Our efforts to identify a prospective target business will not be limited to any particular

industry or geographic location.

On October 30, 2017, we consummated our

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

Each Unit consists of one ordinary share

(the “Ordinary Shares”), one-half of a redeemable warrant (the “Public Warrants”) and one right to receive

1/10 of an Ordinary Share upon the consummation of our initial business combination (the “Rights”).

The Units were

sold at an offering price of $10.00 per Unit, generating gross proceeds of $180,000,000.

The Company granted the underwriters a

45-day option to purchase up to 2,700,000 additional Units to cover over-allotments, if any.

On October 30, 2017, simultaneously with

the consummation of the IPO, we consummated the private placement (“Private Placement”) with our Sponsor of 475,000

units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $4,750,000.

Units are identical to the Units sold in the IPO, except that the warrants underlying the Private Units (i) may be exercised on

a cashless basis at the holder’s option and (ii) will not be redeemable by the Company, in each case as long as they are

held by our Sponsor or its permitted transferees.

Additionally, because the Private Units were issued in a private transaction,

our Sponsor and its permitted transferees will be allowed to exercise the warrants included in the Private Units for cash even

if a registration statement covering the Ordinary Shares issuable upon exercise of such warrants is not effective and receive unregistered

Ordinary Shares.

Additionally, our Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities

(except in limited circumstances, as described in the registration statement relating to the IPO) until the completion of the Company’s

initial business combination.

The Sponsor was granted certain demand and piggyback registration rights in connection with the Private

The Private Units were issued pursuant to Section

4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

The underwriters

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

$206,362,930 of the net proceeds from the sale of Units in the IPO (including the over-allotment option Units) and the private

of $206,362,930 of the net proceeds from the sale of Units in the IPO (including the over-allotment option Units) and the private

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

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the earlier of (i) the consummation of the Company’s initial business combination and (ii) the Company’s failure to

consummate a business combination within 15 months (or 18 months, if extended) from the date of the IPO.

On November 6, 2017, our

ordinary shares, warrants and rights underlying the Units sold in our IPO began to trade separately on a voluntary basis.

IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.

consummate a business combination by April 30, 2019.

Business Combination Agreement

On November 2, 2018, we entered into a share exchange agreement

(the “Share Exchange Agreement”

or the “Agreement”) with Renren Inc.

(“Renren”

“Seller”) and Kaixin Auto Group (“Kaixin”) pursuant to which we would acquire all of the outstanding

equity interests of Kaixin (the “Acquisition”).

Upon the closing of the transactions contemplated in the Share

Exchange Agreement, we will acquire 100% of the issued and outstanding securities of Kaixin, in exchange for approximately 28.3

million of our ordinary shares.

An additional 4.7 million shares million shares of CM Seven Star will be issued at closing or reserved

for issuance under an equity incentive plan to members of Kaixin’s management team in exchange for currently outstanding

options in Kaixin.

Additionally, 19.5 million earnout shares are to be issued and held in escrow.

The Seller may be entitled to

receive earnout shares as follows:

(1) if the Company’s gross revenue for the year ended December 31, 2019 is greater than

or equal to RMB 5,000,000,000, the Seller is entitled to receive 1,950,000 ordinary shares of CM Seven Star;

(2) if the Company’s

adjusted EBITDA for the year ended December 31, 2019 is greater than or equal to RMB 150,000,000, the Seller is entitled to receive

3,900,000 ordinary shares of CM Seven Star, increasing proportionally to 7,800,000 ordinary shares if Company’s adjusted

EBITDA is greater than or equal to RMB 200,000,000;

and (3) if the Company’s adjusted EBITDA for the year ended December

31, 2020 is greater than or equal to RMB 340,000,000, the Seller is entitled to receive 4,875,000 ordinary shares, increasing proportionally

to 9,750,000 ordinary shares if the Company’s adjusted EBITDA is greater than or equal to RMB 480,000,000.

Notwithstanding

the Revenue and Adjusted EBITDA achieved by the post-transaction company for any period, Renren will receive the 2019 earnout shares

if the stock price is higher than $13.00 for any sixty days in any period of ninety consecutive trading days during an fifteen

month period following the closing, and will receive the 2019 earnout shares and the 2020 earnout shares if the 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

In connection with the Acquisition, we filed and will file relevant

materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement on Schedule 14A.

after filing our definitive proxy statement with the SEC, we will mail the definitive proxy statement and a proxy card to each

stockholder entitled to vote at the special meeting relating to the transaction.

INVESTORS AND SECURITY HOLDERS OF CM SEVEN STAR

ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION

WITH THE TRANSACTION THAT CM SEVEN STAR WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION

ABOUT CM SEVEN STAR, KAIXIN AND THE TRANSACTION.

The preliminary proxy statement, the definitive proxy statement and other relevant

materials in connection with the transaction (when they become available), and any other documents filed by us with the SEC, may

be obtained free of charge at the SEC’s website (www.sec.gov) or by writing to us at Suite 1306, 13/F, AIA Central, 1 Connaught

Road, Central, Hong Kong.

Recent Developments

On January 24, 2019 we issued an unsecured promissory note in

the aggregate principal amount of up to $1,100,000 to Shareholder Value Fund, the Company’s initial public offering sponsor

(“SVF”).

$1,100,000 has been fully drawn down on January 24, 2019.

The note does not bear interest and matures upon

closing of a business combination.

In the event that the company does not close a business combination, the note will not be repaid.

On January 24, 2019 our Sponsor and Kaixin extended the time

available to us to complete a business combination to April 30, 2019 by depositing $2,063,629.30 into our trust account.

In conjunction

with the extension, we issued unsecured promissory notes in the aggregate principal amount of $2,063,629.30 to SVF and Kaixin in

exchange for those entities depositing such amount into the Company’s trust account.

The notes do not bear interest and mature

upon closing of a business combination by us.

In addition, the notes may be converted by the holder into our units (identical to

the units issued in our initial public offering) at a price of $10.00 per unit.

Competitive strengths

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Status as a public company

We believe our structure will make us an attractive

business combination partner to target businesses.

As an existing public company, we offer a target business an alternative to

the traditional initial public offering through a merger or other business combination.

In this situation, the owners of the target

business would exchange their shares of stock in the target business for our ordinary shares or for a combination of our ordinary

shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses might

find this method a more certain and cost effective method to becoming a public company than the typical initial public offering.

We believe our structure will make us an

attractive business combination partner to target businesses.

As an existing public company, we offer a target business an alternative

to the traditional initial public offering through a merger or other business combination.

In this situation, the owners of the

target business would exchange their shares of stock in the target business for our ordinary shares or for a combination of our

ordinary shares and cash, allowing us to tailor the consideration to the specific needs of the sellers.

We believe target businesses

might find this method a more certain and cost effective method to becoming a public company than the typical initial public offering.

In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts

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efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires.

However, since we have no specific business combination under consideration, we have not taken any steps to secure third party

financing and it may not be available to us.

Management Experience

We believe that our management team is well

positioned to identify attractive risk-adjusted returns in the marketplace and that our contacts and transaction sources, ranging

from industry executives, private owners, private equity funds, and investment bankers, in addition to the geographical reach of

our affiliates, will enable us to pursue a broad range of opportunities.

Our management team has significant experience in engaging

in cross-border business in Asia, Europe, and the U.S., and understands the cultural, business and economic differences and opportunities

that will allow us to negotiate a transaction.

Management Experience and Sponsor’s

Relationship with CMIG

We believe that our management team is

well positioned to identify attractive risk-adjusted returns in the marketplace and that our contacts and transaction sources,

ranging from industry executives, private owners, private equity funds, and investment bankers, in addition to the geographical

reach of our affiliates, will enable us to pursue a broad range of opportunities.

Our management team has significant experience

in engaging in cross-border business in Asia, Europe, and the U.S., and understands the cultural, business and economic differences

and opportunities that will allow us to negotiate a transaction.

In addition, since our Sponsor is managed by an investment manager

that is an affiliate of China Minsheng Investment Group Co.

(“CMIG”), a well-recognized financial company in China

with sizeable investments in various industries, we believe that we could benefit from CMIG’s resources, including CMIG and

its affiliates presenting to us potential targets, as well as CMIG’s assistance in analyzing and completing due diligence

on such targets if needed.

Competitive Weaknesses

We believe our competitive weaknesses to be

the following:

We believe our competitive weaknesses to

be the following:

Limited Financial Resources

Our financial reserves will be relatively limited

when contrasted with those of venture capital firms, leveraged buyout firms and operating businesses competing for acquisitions.

Our financial reserves will be relatively

limited when contrasted with those of venture capital firms, leveraged buyout firms and operating businesses competing for acquisitions.

In addition, our financial resources could be reduced because of our obligation to convert shares held by our public shareholders

as well as any tender offer we conduct.

Lack of experience with blank check companies

Our management team is not experienced in pursuing

business combinations on behalf of blank check companies.

Other blank check companies may be sponsored and managed by individuals

with prior experience in completing business combinations between blank check companies and target businesses.

Our managements’

Lack of experience with blank check

Our management team is not experienced

in pursuing business combinations on behalf of blank check companies.

Other blank check companies may be sponsored and managed

by individuals with prior experience in completing business combinations between blank check companies and target businesses.

managements’

lack of experience may not be viewed favorably by target businesses.

Limited technical and human resources

As a blank check company, we have limited technical

and human resources.

Many venture capital funds, leveraged buyout firms and operating businesses possess greater technical and

human resources than we do and thus we may be at a disadvantage when competing with them for target businesses.

As a blank check company, we have limited

technical and human resources.

Many venture capital funds, leveraged buyout firms and operating businesses possess greater technical

and human resources than we do and thus we may be at a disadvantage when competing with them for target businesses.

Delay associated with shareholder approval

or tender offer

We may be required to seek shareholder approval

of our initial business combination.

We may be required to seek shareholder

approval of our initial business combination.

If we are not required to obtain shareholder approval of an initial business combination,

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Effecting an Acquisition Transaction

We are not presently engaged in, and we will

not engage in, any substantive commercial business for an indefinite period of time following the IPO.

We are not presently engaged in, and we

will not engage in, any substantive commercial business until the closing of a business combination.

We intend to utilize cash

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or risks of any one or more business combinations.

Our initial business combination may involve the acquisition of, or merger with,

a company which does not need substantial additional capital but which desires to establish a public trading market for its shares.

In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or in its

early stages of development or growth.

While we may seek to effect simultaneous business combinations with more than one target

business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.

We Have Not Identified a Target Business

We have not selected any target business for

our initial business combination and we have not (nor has anyone on our behalf), directly or indirectly, engaged in any substantive

discussions with a target business with respect to a business combination transaction with us.

As a result, we may not be able

to locate a target business, and we may not be able to engage in a business combination with a target business on favorable terms

Sources of Target Businesses

While we have not yet identified any initial

business combination candidates, we believe based on our management’s business knowledge and past experience that there are

numerous business combination candidates.

We anticipate that target business candidates will be brought to our attention from our

Sponsor and its investment manager, or from various unaffiliated sources, including investment bankers, venture capital funds,

private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.

Target businesses

may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.

sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many

of these sources will have known what types of businesses we are targeting.

Our officers and directors, as well as their affiliates,

may also bring to our attention target business candidates that they become aware of through their business contacts as a result

of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

We may engage professional

firms or other individuals that specialize in business acquisitions or mergers in the future, in which event we may pay a finder’s

fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

In no event, however, will our insiders or any of the members of our management team be paid any finder’s fee, consulting

fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business

combination (regardless of the type of transaction that it is).

If we decide to enter into a business combination with a target

business that is affiliated with our officers, directors or initial shareholders, we will do so only if we have obtained an opinion

from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial

point of view.

As of the date of this report, there are no affiliated entities that we would consider as a business combination

Selection of a Target Business and Structuring of Our Initial

Business Combination

Subject to our management team’s fiduciary

duties and the limitation that one or more target businesses have an aggregate fair market value of at least 80% of the value of

the trust account (excluding any deferred underwriter’s fees and taxes payable on the income earned on the trust account)

at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail,

our management will have virtually unrestricted flexibility in identifying and selecting a prospective target business.

Additionally,

there is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination.

We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses.

Accordingly, there is no basis for investors

to evaluate the possible merits or risks of the target business with which we may ultimately complete a business combination.

the extent we effect our initial business combination with a financially unstable company or an entity in its early stage of development

or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in

the business and operations of financially unstable and early stage or potential emerging growth companies.

Although our management

will endeavor to evaluate the risks inherent in a particular target business, we may not properly ascertain or assess all significant

risk factors.

In evaluating a prospective target business, our management may consider a variety of factors, including one or more

of the following:

financial condition and results of operation;

growth potential;

brand recognition and potential;

return on equity or invested capital;

market capitalization or enterprise value;

experience and skill of management and

availability of additional personnel;

capital requirements;

competitive position;

barriers to entry;

stage of development of the products,

processes or services;

existing distribution and potential for

degree of current or potential market

acceptance of the products, processes or services;

proprietary aspects of products and the

extent of intellectual property or other protection for products or formulas;

impact of regulation on the business;

regulatory environment of the industry;

costs associated with effecting the business

industry leadership, sustainability of

market share and attractiveness of market industries in which a target business participates;

macro competitive dynamics in the industry

within which the company competes.

These criteria are not intended to be exhaustive.

Our management may not consider any of the above criteria in evaluating a prospective target business.

The retention of our officers

and directors following the completion of any business combination will not be a material consideration in our evaluation of a

prospective target business.

Any evaluation relating to the merits of a

particular business combination will be based, to the extent relevant, on the above factors as well as other considerations deemed

relevant by our management in effecting a business combination consistent with our business objective.

In evaluating a prospective

target business, we will conduct an extensive due diligence review which will encompass, among other things, meetings with incumbent

management and inspection of facilities, as well as review of financial and other information which is made available to us.

due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we have

no current intention to engage any such third parties.

The time and costs required to select and evaluate

a target business and to structure and complete our initial business combination remain to be determined.

Any costs incurred with

respect to the identification and evaluation of a prospective target business with which a business combination is not ultimately

completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

Fair Market Value of Target Business

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value significantly exceeds 80% of the trust account balance.

If we are no longer listed on Nasdaq, we will not be required to

satisfy the 80% test.

We currently anticipate structuring a business

combination to acquire 100% of the equity interests or assets of the target business or businesses.

We may, however, structure

a business combination where we merge directly with the target business or where we acquire less than 100% of such interests or

assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons,

but we will only complete such business combination if the post-transaction company owns 50% or more of the outstanding voting

securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required to register

as an investment company under the Investment Company Act.

Even if the post-transaction company owns 50% or more of the voting

securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction

company, depending on valuations ascribed to the target and us in the business combination transaction.

For example, we could pursue

a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.

In this case, we would acquire a 100% controlling interest in the target.

However, as a result of the issuance of a substantial

number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of

our outstanding shares subsequent to our initial business combination.

If less than 100% of the equity interests or assets of a

target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses

that is owned or acquired is what will be valued for purposes of the 80% test.

In order to consummate such an acquisition, we may

issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds

through a private offering of debt or equity securities.

Since we have no specific business combination under consideration, we

have not entered into any such fund raising arrangement and have no current intention of doing so.

The fair market value of the

target will be determined by our board of directors based upon one or more standards generally accepted by the financial community

(such as actual and potential sales, earnings, cash flow and/or book value).

If our board is not able to independently determine

that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment

banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking

to acquire, with respect to the satisfaction of such criteria.

We will not be required to obtain an opinion from an independent

investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business

we are seeking to acquire, as to the fair market value if our board of directors independently determines that the target business

complies with the 80% threshold.

However, if we seek to consummate an initial business combination with an entity that is affiliated

with any of our officers, directors or insiders and are therefore required to obtain an opinion from an independent investment

banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view, we may ask

that banking firm to opine on whether the target business met the 80% fair market value test.

Nevertheless, we are not required

to do so and could determine not to do so without consent of our shareholders.

Lack of Business Diversification

We expect to complete only a single business

combination, although this process may entail simultaneous business combinations with several operating businesses.

at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business operation.

Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple

industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations

or benefit from the possible spreading of risks or offsetting of losses.

By consummating our initial business combination with

only a single entity, our lack of diversification may:

subject us to negative economic, competitive

and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we

may operate subsequent to our initial business combination, and

result in our dependency upon the performance

of a single operating business or the development or market acceptance of a single or limited number of products, processes or

If we determine to simultaneously consummate

our initial business combination with several businesses and such businesses are owned by different sellers, we will need for each

of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other combinations,

which may make it more difficult for us, and delay our ability, to complete the business combination.

With a business combination

with several businesses, we could also face additional risks, including additional burdens and costs with respect to possible multiple

negotiations and due diligence investigations and the additional risks associated with the subsequent assimilation of the operations

and services or products of the target companies in a single operating business.

Limited Ability to Evaluate the Target Business’

Although we intend to scrutinize the management

team of a prospective target business when evaluating the desirability of effecting our initial business combination, our assessment

of the target business’

management team may not prove to be correct.

In addition, the future management team may not have

the necessary skills, qualifications or abilities to manage a public company.

Furthermore, the future role of our officers and

directors, if any, in the target business following our initial business combination remains to be determined.

While it is possible

that some of our key personnel will remain associated in senior management or advisory positions with us following our initial

business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to our initial business

Moreover, they would only be able to remain with the company after the consummation of our initial business combination

if they are able to negotiate employment or consulting agreements in connection with the business combination.

Such negotiations

would take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation

in the form of cash payments and/or our securities for services they would render to the company after the consummation of the

business combination.

While the personal and financial interests of our key personnel may influence their motivation in identifying

and selecting a target business, their ability to remain with the company after the consummation of our initial business combination

will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination.

Additionally, our officers and directors may not have significant experience or knowledge relating to the operations of the particular

target business.

Following our initial business combination,

we may seek to recruit additional managers to supplement the incumbent management of the target business.

We may not have the ability

to recruit additional managers, or that any such additional managers we do recruit will have the requisite skills, knowledge or

experience necessary to enhance the incumbent management.

We believe that Kaixin satisfies this test.

Shareholder Approval of Business Combination

In connection with any proposed business combination,

we will either (1) seek shareholder approval of our initial business combination at a meeting called for such purpose at which

public shareholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business

combination, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2)

provide our public shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby

avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the

trust account (net of taxes payable), in each case subject to the limitations described herein.

Notwithstanding the foregoing,

our initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them

into their pro rata share of the aggregate amount then on deposit in the trust account.

If we determine to engage in a tender offer,

such tender offer will be structured so that each shareholder may tender any or all of his, her or its public shares rather than

some pro rata portion of his, her or its shares.

The decision as to whether we will seek shareholder approval of a proposed business

combination or will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety of factors

such as the timing of the transaction, whether the terms of the transaction would otherwise require us to seek shareholder approval

or whether we were deemed to be a foreign private issuer (which would require us to conduct a tender offer rather than seeking

shareholder approval under SEC rules).

If we so choose and we are legally permitted to do so, we have the flexibility to avoid

a shareholder vote and allow our shareholders to sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act

which regulate issuer tender offers.

In that case, we will file tender offer documents with the SEC which will contain substantially

the same financial and other information about the initial business combination as is required under the SEC’s proxy rules.

We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation

and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor

of the business combination.

We chose our net tangible asset threshold of

$5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act.

However, if we seek to

consummate an initial business combination with a target business that imposes any type of working capital closing condition or

requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination,

our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to

have a lesser number of shares converted or sold to us) and may force us to seek third party financing which may not be available

on terms acceptable to us or at all.

As a result, we may not be able to consummate such initial business combination and we may

not be able to locate another suitable target within the applicable time period, if at all.

Public shareholders may therefore have

to wait 15 months from the closing of the IPO (or 18 months, if extended) in order to be able to receive a pro rata share of the

trust account.

Our initial shareholders and our officers and

directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business combination, (2) not to convert

any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and (3) not sell any

ordinary shares in any tender in connection with a proposed initial business combination.

As a result, if we sought shareholder

approval of a proposed transaction, we would need only 893,974 of our public shares (or approximately 4.3% of our public shares)

to be voted in favor of the transaction in order to have such transaction approved.

None of our officers, directors, initial shareholders

or their affiliates has indicated any intention to purchase Units or Ordinary Shares from persons in the open market or in private

transactions (other than the Private Units).

However, if we hold a meeting to approve a proposed business combination and a significant

number of shareholders vote, or indicate an intention to vote, against such proposed business combination, our officers, directors,

initial shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence

In connection with the proposed business

combination with Kaixin, we are seeking shareholder approval of the Acquisition.

At the meeting called for such purpose, public

shareholders may seek to convert their public shares, regardless of whether they vote for or against the proposed business combination,

into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable).

Our initial shareholders

have agreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their pro rata share

of the aggregate amount then on deposit in the trust account.

We will consummate our initial business combination only if we have

net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the

issued and outstanding ordinary shares voted are voted in favor of the business combination.

We chose our net tangible asset threshold

of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act.

Our initial shareholders and our officers

and directors have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business combination, (2) not

to convert any ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and (3)

not sell any ordinary shares in any tender in connection with a proposed initial business combination.

As a result, if only a quorum

is present at the meeting at which we seek shareholder approval of the proposed Acquisition, we would need only 893,974 of our

public shares (or approximately 4.3% of our public shares) to be voted in favor of the transaction in order to have such transaction

None of our officers, directors, initial

shareholders or their affiliates has indicated any intention to purchase Units or Ordinary Shares from persons in the open market

or in private transactions.

However, if we hold a meeting to approve a proposed business combination and a significant number of

shareholders vote, or indicate an intention to vote, against such proposed business combination, our officers, directors, initial

shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence

Notwithstanding the foregoing, our officers, directors, initial shareholders and their affiliates will not make purchases

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stop potential manipulation of a company’s stock.

Ability to Extend Time to Complete Business Combination

If we anticipate that we may not be able to

consummate our initial business combination within 15 months, we may 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 our

amended and restated memorandum and articles of association and the trust agreement entered into between us and Continental Stock

Transfer & Trust Company, LLC simultaneously with the closing of the IPO, in order to extend the time available for us to consummate

our initial business combination, our 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 as the underwriters’

over-allotment option was exercised in part

($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 we are 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 our initial business combination, or, at the lender’s discretion, converted upon consummation of

our business combination into additional private units at a price of $10.00 per unit.

Our shareholders have approved the issuance

of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the

consummation of our initial business combination.

In the event that we receive notice from our insiders five days prior to the

applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least

three days prior to the applicable deadline.

In addition, we intend to issue a press release the day after the applicable deadline

announcing whether or not the funds had been timely deposited.

Our insiders and their affiliates or designees are not obligated

to fund the trust account to extend the time for us to complete our initial business combination.

To the extent that some, but

not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or

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

Conversion/Tender Rights

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the ability to vote against a proposed business combination and not seek conversion of his shares.

Alternatively, if we engage in a tender offer,

each public shareholder will be provided the opportunity to sell his public shares to us in such tender offer.

The tender offer

rules require us to hold the tender offer open for at least 20 business days.

Accordingly, this is the minimum amount of time we

would need to provide holders to determine whether they want to sell their public shares to us in the tender offer or remain an

investor in our company

Our initial shareholders, officers and directors

will not have conversion rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired prior

to the IPO, in the IPO or in the aftermarket.

We may also require public shareholders, whether

they are a record holder or hold their shares in “street name,”

to either tender their certificates (if any) to our

transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal

At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination.

Once the shares

are converted by the holder, and effectively redeemed by us under Cayman Islands law, the transfer agent will then update our Register

of Members to reflect all conversions.

The proxy solicitation materials that we will furnish to shareholders in connection with

the vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy such delivery requirements.

Accordingly, a shareholder would have from the time our proxy statement is mailed through the vote on the business combination

to deliver his shares if he wishes to seek to exercise his conversion rights.

Under our amended and restated memorandum and articles

of association, we are required to provide at least 10 days’

advance notice of any shareholder meeting, which would be the

minimum amount of time a shareholder would have to determine whether to exercise conversion rights.

As a result, if we require

public shareholders who wish to convert their ordinary shares into the right to receive a pro rata portion of the funds in the

trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and

deliver their shares for conversion.

Accordingly, investors may not be able to exercise their conversion rights and may be forced

to retain our securities when they otherwise would not want to.

There is a nominal cost associated with this

tendering process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent will typically

charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder.

Our initial shareholders, officers and

directors will not have conversion rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired

prior to the IPO, in the IPO or in the aftermarket.

We may also require public shareholders,

whether they are a record holder or hold their shares in “street name,”

to either tender their certificates (if any)

to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC

(Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination.

Once the shares are converted by the holder, and effectively redeemed by us under Cayman Islands law, the transfer agent will then

update our Register of Members to reflect all conversions.

The proxy solicitation materials that we will furnish to shareholders

in connection with the vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy

such delivery requirements.

Accordingly, a shareholder would have from the time our proxy statement is mailed through the vote

on the business combination to deliver his shares if he wishes to seek to exercise his conversion rights.

Under our amended and

restated memorandum and articles of association, we are required to provide at least 10 days’

advance notice of any shareholder

meeting, which would be the minimum amount of time a shareholder would have to determine whether to exercise conversion rights.

As a result, if we require public shareholders who wish to convert their ordinary shares into the right to receive a pro rata portion

of the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive

the notice and deliver their shares for conversion.

Accordingly, investors may not be able to exercise their conversion rights

and may be forced to retain our securities when they otherwise would not want to.

There is a nominal cost associated with

this tendering process and the act of certificating the shares or delivering them through the DWAC System.

The transfer agent will

typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting

However, this fee would be incurred regardless of whether or not we require holders seeking to exercise conversion rights.

need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must be

The need to deliver shares is a requirement of exercising conversion rights regardless of the timing of when such delivery must

be effectuated.

However, in the event we require shareholders seeking to exercise conversion rights to deliver their shares prior

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such rights, he may simply request that the transfer agent return the certificate (physically or electronically).

If the initial business combination is not

approved or completed for any reason, then our public shareholders who elected to exercise their conversion or tender rights would

not be entitled to convert their shares for the applicable pro rata share of the trust account.

If the initial business combination is

not approved or completed for any reason, then our public shareholders who elected to exercise their conversion or tender rights

would not be entitled to convert their shares for the applicable pro rata share of the trust account.

In such case, we will promptly

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If we do not complete a business combination

within 15 months from the consummation of the IPO, it will trigger our automatic winding up, dissolution and liquidation pursuant

to the terms of our amended and restated memorandum and articles of association.

As a result, this has the same effect as if we

had formally gone through a voluntary liquidation procedure under the Companies Law.

Accordingly, no vote would be required from

our shareholders to commence such a voluntary winding up, dissolution and liquidation.

However, if we anticipate that we may not

be able to consummate our initial business combination within 15 months, we may, but are 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 our amended and restated memorandum and articles of association and the trust agreement

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

consummate our initial business combination, our 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 as the underwriters’

over-allotment option was

exercised in part ($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 we are 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 our initial business combination, or, at the lender’s discretion, converted upon consummation of

our business combination into additional private units at a price of $10.00 per unit.

Our shareholders have approved the issuance

of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time of the

consummation of our initial business combination.

In the event that we receive notice from our insiders five days prior to the

applicable deadline of their intent to effect an extension, we intend to issue a press release announcing such intention at least

three days prior to the applicable deadline.

In addition, we intend to issue a press release the day after the applicable deadline

announcing whether or not the funds had been timely deposited.

Our insiders and their affiliates or designees are not obligated

to fund the trust account to extend the time for us to complete our initial business combination.

To the extent that some, but

not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such insiders (or

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

If we are unable to consummate our initial business combination

within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding

public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned

on the funds held in the trust account and not necessary to pay our taxes, and then seek to liquidate and dissolve.

may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public

shareholders.

by April 30, 2019, it will trigger our automatic winding up, dissolution and liquidation pursuant to the terms of our amended and

restated memorandum and articles of association.

As a result, this has the same effect as if we had formally gone through a voluntary

liquidation procedure under the Companies Law.

Accordingly, no vote would be required from our shareholders to commence such a

voluntary winding up, dissolution and liquidation.

If we are unable to consummate our initial business combination within such

time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public

shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the

funds held in the trust account and not necessary to pay our taxes, and then seek to liquidate and dissolve.

However, we may not

be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders.

In the event of our dissolution and liquidation, the public rights will expire and will be worthless.

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trust account or that a court would conclude that such agreements are legally enforceable.

Each of our initial shareholders and our Sponsor

has agreed to waive its rights to participate in any liquidation of our trust account or other assets with respect to the insider

shares and private units and to vote their insider shares and private shares in favor of any dissolution and plan of distribution

Each of our initial shareholders and our

Sponsor has agreed to waive its rights to participate in any liquidation of our trust account or other assets with respect to the

insider shares and private units and to vote their insider shares and private shares in favor of any dissolution and plan of distribution

which we submit to a vote of shareholders.

1 unchanged sentence

rights, which will expire worthless.

If we are unable to complete an initial business

combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without

taking into account interest, if any, earned on the trust account, the initial per-share distribution from the trust account would

If we are unable to complete an initial

business combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and

without taking into account interest, if any, earned on the trust account, the initial per-share distribution from the trust account

would be $10.00.

The proceeds deposited in the trust account

20 unchanged sentences

against the trust account for any reason.

Bing Lin, a member of our Board of Directors,

agreed that, if we liquidate the trust account prior to the consummation of a business combination, he will be liable to pay debts

and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted

for or products sold to us in excess of the net proceeds of the IPO not held in the trust account, but only to the extent necessary

to ensure that such debts or obligations do not reduce the amounts in the trust account and only if such parties have not executed

a waiver agreement.

However, we cannot assure you that he will be able to satisfy those obligations if he is required to do so.

Lin, our former Chief Executive Officer and member of our Board

of Directors, agreed that, if we liquidate the trust account prior to the consummation of a business combination, he will be liable

to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered

or contracted for or products sold to us in excess of the net proceeds of the IPO not held in the trust account, but only to the

extent necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only if such parties

have not executed a waiver agreement.

However, we cannot assure you that he will be able to satisfy those obligations if he is

required to do so.

Accordingly, the actual per-share distribution could be less than $10.00 due to claims of creditors.

Additionally, if we are forced

to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the

trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims

of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the trust account,

we cannot assure you we will be able to return to our public shareholders at least $10.00 per share.

In identifying, evaluating and selecting a

target business, we may encounter intense competition from other entities having a business objective similar to ours.

Additionally,

if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds

held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject

to the claims of third parties with priority over the claims of our shareholders.

To the extent any bankruptcy claims deplete the

trust account, we cannot assure you we will be able to return to our public shareholders at least $10.00 per share.

In identifying, evaluating and selecting

a target business, we may encounter intense competition from other entities having a business objective similar to ours.

these entities are well established and have extensive experience identifying and effecting business combinations directly or through

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by certain target businesses:

our obligation to seek shareholder approval

of a business combination or obtain the necessary financial information to be sent to shareholders in connection with such

business combination may delay or prevent the completion of a transaction;

our obligation to convert

public shares held by our public shareholders may reduce the resources available to us for a business combination;

NASDAQ may require us

to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following

a business combination;

our outstanding warrants,

rights and unit purchase options and the potential future dilution they represent;

our obligation to pay

EarlyBirdCapital a fee of 3.5% of the gross proceeds of the IPO upon consummation of our initial business combination pursuant

to the business combination marketing agreement (as described in the prospectus relating to the IPO);

our obligation to either

repay or issue units upon conversion of up to $500,000 of working capital loans that may be made to us by our initial shareholders,

officers, directors or their affiliates;

our obligation to register

the resale of the insider shares, as well as the private units (and underlying securities) and any securities issued to our initial

shareholders, officers, directors or their affiliates upon conversion of working capital loans;

obligation to seek shareholder approval of a business combination or obtain the necessary financial information to

be sent to shareholders in connection with such business combination may delay or prevent the completion of a transaction;

our obligation to convert public shares held by our public

shareholders may reduce the resources available to us for a business combination;

NASDAQ may require us to file a new listing application

and meet its initial listing requirements to maintain the listing of our securities following a business combination;

our outstanding warrants, rights and unit purchase options

and the potential future dilution they represent;

our obligation to pay EarlyBirdCapital a fee of 3.5%

of the gross proceeds of the IPO upon consummation of our initial business combination pursuant to the business combination marketing

agreement (as described in the prospectus relating to the IPO);

our obligation to either repay or issue units upon conversion

of up to $500,000 of working capital loans that may be made to us by our initial shareholders, officers, directors or their affiliates;

our obligation to register the resale of the insider

shares, as well as the private units (and underlying securities) and any securities issued to our initial shareholders, officers,

directors or their affiliates upon conversion of working capital loans;

the impact on the target business’

assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to

the consummation of a business combination.

Any of these factors may place us at a competitive

disadvantage in successfully negotiating a business combination.

Our management believes, however, that our status as a public

entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held

assets as a result of unknown liabilities under the securities

laws or otherwise depending on developments involving us prior to the consummation of a business combination.

Any of these factors may place us at a

competitive disadvantage in successfully negotiating a business combination.

Our management believes, however, that our status

as a public entity and potential access to the United States public equity markets may give us a competitive advantage over privately-held

entities having a similar business objective as ours in acquiring a target business with significant growth potential on favorable

1 unchanged sentence

an initial business combination may give us a competitive advantage over other similarly structured blank check companies.

If we succeed

in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target business.

succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target

We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

our principal executive offices at Suite 1306, 13/F, AIA Central, 1 Connaught Road, Central, Hong Kong.

The investment manager

of our sponsor, CM Asset Management (Hongkong) Company Limited, is providing us this space free of charge.

We consider our current

office space adequate for our current operations.

executive officers.

These individuals are not obligated to devote any specific number of hours to our matters and intend to devote

only as much time as they deem necessary to our affairs.

The amount of time they will devote in any time period will vary based

on whether a target business has been selected for the business combination and the stage of the business combination process the

company is in.

Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating

such target business and negotiating and processing the business combination (and consequently spend more time to our affairs)

than they would prior to locating a suitable target business.

We presently expect our executive officers to devote such amount

of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying

to locate a potential target business to a majority of their time as we move into serious negotiations with a target business for

a business combination).

We do not intend to have any full time employees prior to the consummation of a business combination.

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

under this Item.

have two executive officers.

These individuals are not obligated to devote any specific number of hours to our matters and intend

to devote only as much time as they deem necessary to our affairs.

The amount of time they will devote in any time period will

vary based on whether a target business has been selected for the business combination and the stage of the business combination

process the company is in.

Accordingly, once management locates a suitable target business to acquire, they will spend more time

investigating such target business and negotiating and processing the business combination (and consequently spend more time to

our affairs) than they would prior to locating a suitable target business.

We presently expect our executive officers to devote

such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week while

we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target

business for a business combination).

We do not intend to have any full time employees prior to the consummation of a business

a smaller reporting company we are not required to make disclosures under this Item.

UNRESOLVED STAFF COMMENTS

Not applicable.

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-K

Item 1. Business