What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2019-03-25 compared with 2018-04-16 · 205 added, 139 removed, 89 unchanged (79% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units began to trade on the Nasdaq Capital

Market, or Nasdaq, under the symbol “CMSSU”

MARKET FOR REGISTRANT’S

COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our units began to trade on the Nasdaq

Capital Market, or Nasdaq, under the symbol “CMSSU”

on October 26, 2017.

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respectively.

The table below sets forth the high and low

closing sale prices of units, ordinary shares, warrants and rights reported by Nasdaq for the period from October 26, 2017 (the

date on which our units were first traded on Nasdaq) through April 13, 2018.

Ordinary Shares

October 31, 2017

December 31, 2017

January 1, 2018 through April 13, 2018

Holders of Record

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of various security brokers, dealers, and registered clearing agencies.

We have not paid any cash dividends on our

ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination.

payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general

financial condition subsequent to completion of a business combination.

The payment of any dividends subsequent to a business combination

will be within the discretion of our board of directors at such time.

It is the present intention of our board of directors to

retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate declaring

any dividends in the foreseeable future.

In addition, our board of directors is not currently contemplating and does not anticipate

declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare dividends

may be limited by restrictive covenants we may agree to in connection therewith.

We have not paid any cash dividends on

our ordinary shares to date and do not intend to pay cash dividends prior to the completion of an initial business combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and

general financial condition subsequent to completion of a business combination.

The payment of any dividends subsequent to a business

combination will be within the discretion of our board of directors at such time.

It is the present intention of our board of directors

to retain all earnings, if any, for use in our business operations and, accordingly, our board of directors does not anticipate

declaring any dividends in the foreseeable future.

In addition, our board of directors is not currently contemplating and does

not anticipate declaring any share dividends in the foreseeable future.

Further, if we incur any indebtedness, our ability to declare

dividends may be limited by restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation

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Use of Proceeds

On October 30, 2017, we consummated our IPO

of 18,000,000 Units.

On October 30, 2017, we consummated our

IPO of 18,000,000 Units.

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

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issued to our Sponsor prior to the IPO and Private Placement.

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

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.

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

Upon the closing of the above transactions,

a total 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

public shareholders at JPMorgan Chase Bank maintained by Continental Stock Transfer & Trust Company, acting as trustee.

of December 31, 2017, cash and cash equivalents held in trust totaled $206,785,848.

total of $4,127,260 in underwriting discounts and commissions and $881,326 for other costs and expenses related to the IPO.

For a description

of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 –

Management’s Discussion

and Analysis of Financial Condition and Results of Operations of this Form 10-K.

Purchases of Equity Securities by the Issuer and Affiliated

the closing of the above transactions, a total 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 public shareholders at JPMorgan Chase Bank maintained by Continental Stock Transfer

& Trust Company, acting as trustee.

As of December 31, 2017 and 2018, cash and cash equivalents held in trust totaled $206,785,848

and $210,455,469, respectively.

a total of $4,127,260 in underwriting discounts and commissions and $881,326 for other costs and expenses related to the IPO.

description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 –

Management’s

Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

of Equity Securities by the Issuer and Affiliated Purchasers

SELECTED FINANCIAL DATA

As a smaller reporting company we are not required

to make disclosures under this Item.

As a smaller reporting company we are not

required to make disclosures under this Item.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our

financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto

The following discussion and analysis of

our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto

contained elsewhere in this report.

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statements that involve risks and uncertainties.

We were formed on November 28, 2016 as a blank

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

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

Our efforts to identify a prospective target business

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

We have not selected any target business for our initial

business combination.

We presently have no revenue, have had losses

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

with which to complete a business combination.

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

to fund our operations.

On October 30, 2017, we consummated our IPO

of 18,000,000 Units.

We were formed on November 28, 2016 as

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

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

Our efforts to identify a prospective

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

We have not selected any target business

for our initial business combination.

We presently have no revenue, have had

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

of a target business with which to complete a business combination.

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

our Sponsor, our officers and directors to fund our operations.

On October 30, 2017, we consummated our

IPO of 18,000,000 Units.

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

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in a trust account established for the benefit of the Company’s public shareholders.

Our management has broad discretion with respect

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

are intended to be applied generally towards consummating a business combination.

Our management has broad discretion with

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

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

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 we 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

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.

On January 25, 2019, the Company extended

the time required for the Company to complete its proposed Business Combination with Kaixin Auto Group (“Kaixin”),

for an additional three-months, ending April 30, 2019.

The Sponsor or its designees and Kaixin deposited an aggregate amount of

$2,063,629, of which Kaixin funded $1,050,000 and the Sponsor funded $1,013,629, representing $0.10 per public share, into the

Company’s Trust account on January 25, 2019 pursuant to the terms of the investment management trust agreement entered into

by the Company at the time of the Company’s initial public offering and pursuant to the terms of the definitive share exchange

agreement previously entered into by the Company and Kaixin.

Accounting for the Acquisition

The Business Combination will

be accounted for as a “reverse merger”

in accordance with U.S.

Under this method of accounting the Company will

be treated as the “acquired”

company for financial reporting purposes.

This determination is primarily based on the

fact that subsequent to the Business Combination, Kaixin securityholders are expected to have a majority of the voting power of

the combined company, Kaixin comprising all of the ongoing operations of the combined entity, Kaixin comprising a majority of the

governing body of the combined company, and Kaixin’s senior management comprising all of the senior management of the combined

Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Kaixin issuing stock

for the net assets of the Company, accompanied by a recapitalization.

The net assets of the Company will be stated at fair value

which approximates historical costs as the Company has only cash and short-term liabilities.

No goodwill or other intangible assets

Operations prior to the Business Combination will be those of Kaixin

Results of Operations

Our entire activity from inception up to October

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

Since the IPO, our activity

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

the closing and completion of our initial business combination.

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

the form of interest income on cash and cash equivalents.

Interest income is not expected to be significant in view of current

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

We expect to incur increased expenses as a result of being a

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

expect our expenses to increase substantially after this period.

For the year ended December 31, 2017, we had

a net income of $337,250.

During the year ended December 31, 2017, we incurred $85,806 of Formation and operating costs (not charged

against shareholders’

equity), consisting mostly of general and administrative expenses, and we recorded $423,056 of interest

income from investments in our Trust Account.

For the period from November 28, 2016 (Inception) through December 31, 2016, we had

net losses of $9,502, which was comprised of formation and operating costs.

Our entire activity from inception up to

October 30, 2017 was related to the Company’s formation, the IPO and general and administrative activities.

Since the IPO,

our activity has been limited to the evaluation of business combination candidates and preparation of business combination, and

we will not be generating any operating revenues until the closing and completion of our initial business combination.

to generate small amounts of non-operating income in the form of interest income on cash and cash equivalents.

Interest income

is expected to be significant in view of our investment in U.S.

Treasury Bills from our Trust fund.

We expect to incur increased

expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as

for due diligence expenses incurred for our merger and acquisition related activities.

For the years ended December 31, 2018 and

2017, we had a net income of $2,257,292 and $337,250, respectively.

The formation and operating costs (not charged against shareholders’

equity) for the year ended December 31 2018 was $1,413,762, an increase of $1,327,956, from $85,806 for the year ended December

The increase was mainly caused by the increase of professional fees related to our merger and acquisition related activities.

The interest income from investments in our Trust Account for the year ended December 31, 2018 was $3,768,812, an increase of $3,345,756,

from $423,056 for the year ended December 31, 2017.

During the year ended December 31, 2018, we earned the full year of interest

income from our investment.

During the year ended December 31, 2017, we only earned two months of interest income as our IPO was

closed on October 30, 2017.

We also incurred realized loss from sale of investments of $97,758 during the year ended December 31,

We did not incur such loss during the year ended December 31, 2017.

Liquidity and Capital Resources

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unavailable for our use, prior to an initial business combination.

Our liquidity needs have been satisfied to

date through receipt of $31,038 from the sale of the insider shares, advances from our sponsor and an affiliate of our sponsor

Our liquidity needs have been satisfied

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

in an aggregate amount of $663,009, which were repaid upon our IPO and not outstanding as of December 31, 2017, and the remaining

net proceeds from our IPO and Private Placements.

net proceeds from our IPO and Private Placements as well as the additional funding from our sponsor (see below).

Additionally, on April 9, 2018, our sponsor

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not be entitled to any payment thereunder.

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

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

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

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

connection with such business combination.

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

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

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

Such working capital funds could be

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

operations, for strategic acquisitions and

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

Such funds could also be used to repay any operating expenses

or finders’

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

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

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

the aggregate principal amount of up to $1,100,000 to our sponsor.

We may request funds from SVF under the note from time to time.

The note does not bear interest and matures upon closing of a business combination.

Thereafter, the total of all Sponsor loans

to us was $1,600,000.

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.

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.

We intend to use substantially all of the

net proceeds of the IPO, including the funds held in the trust account, and any additional funding from our sponsor’s promissory

note commitment, to acquire a target business or businesses and to pay our expenses relating thereto, including a cash fee equal

to 3.5% of the gross proceeds of the IPO payable to the representative of the underwriters upon consummation of our initial business

combination for assisting us in connection with such business combination.

To the extent that our share capital is used in whole

or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account as well

as any other net proceeds not expended will be used as working capital to finance the operations of the target business.

capital funds could be used in a variety of ways including continuing or expanding the target business’

operations, for strategic

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

Such funds could also be used to repay any

operating expenses or finders’

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

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

We anticipate that the approximately $39,643

outside of our trust account as of December 31, 2017, combined with the additional funding available from our sponsor’s promissory

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

is not consummated during that time.

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

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

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

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

negotiating and consummating the business combination.

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

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

Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing

in order to meet our obligations.

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

promissory note commitment, will be sufficient to cover our operating costs and our estimated costs of undertaking 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.

However, if the Company is not able to consummate a Business Combination before April 30, 2019, the Company

will commence an automatic winding up, dissolution and liquidation unless it seeks and receives the consent of its’

to otherwise extend the life of the Company.

These conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

Off-Balance Sheet Financing Arrangements

As of December 31, 2017, we did not have any

off-balance sheet arrangements.

As of December 31, 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.

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Contractual Obligations

At December 31, 2017, we did not have any long-term

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

At December 31, 2018, we did not have any

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

Critical Accounting Policies

Management’s discussion and analysis

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

We describe our

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

Management’s

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

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

included in this report.

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

Certain of our accounting policies require

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

On an ongoing

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

are presented fairly and in accordance with U.S.

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

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

However, by their nature, judgments are subject

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

under this Item.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our financial statements and the notes thereto begin on page F-1

of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Certain of our accounting

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

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

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

Judgments are based on historical experience, terms of existing

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

However, by their nature, judgments

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

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

FINANCIAL STATEMENTS

AND SUPPLEMENTARY DATA

financial statements and the notes thereto begin on page F-1 of this Annual Report.

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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 5. Market for Registrant’s Common Equity