What changed in this filing

/stocks — the workspaceLOADING

Item 2. Unregistered Sales of Equity Securities

2019-05-15 compared with 2018-11-13 · 25 added, 50 removed, 18 unchanged (81% of the section changed)

1 unchanged sentence

Proceeds from Registered Securities

On October 30, 2017, the Company consummated

its initial public offering of 18,000,000 units.

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

proceeds of $180,000,000.

Simultaneously with the closing of the IPO, the Company consummated a private placement with Shareholder

Value Fund, our sponsor, of 475,000 units at a price of $10.00 per Private Unit, generating total proceeds of $4,750,000.

Subsequently,

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

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

On November 3,

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

Private Units, generating gross proceeds of $527,260.

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

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

15,927 ordinary shares issued to Shareholder Value Fund, the Company’s sponsor, prior to the IPO and Private Placement.

of November 3, 2017, a total of $ 206,362,930 of the net proceeds from the sale of the Units in the IPO (including the over-allotment)

and the Private Placements were in a trust account established for the benefit of the Company’s public shareholders.

The Private Units are identical to the

Units sold in the IPO except that the warrants included in the Price Units will be non-redeemable and may be exercised on a cashless

basis, in each case so long as they continue to be 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.

Furthermore, our Sponsor has agreed (A) to vote the Ordinary

Shares underlying the Private Units, or “private shares,”

in favor of any proposed business combination, (B) not to

propose, or vote in favor of, an amendment to our amended and restated memorandum and articles of association that would stop our

public shareholders from converting or selling their shares to us in connection with a business combination or affect the substance

or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within 15 months from

the closing of the IPO (or 18 months, as applicable) unless we provide dissenting public shareholders with the opportunity to convert

their public shares in connection with any such vote, (C) not to convert any private shares for cash from the trust account in

connection with a shareholder vote to approve our proposed initial business combination or a vote to amend the provisions of our

amended and restated memorandum and articles of association relating to shareholders’

rights or pre-business combination

activity and (D) that the private shares shall not participate in any liquidating distribution upon winding up if a business combination

is not consummated.

Our Sponsor has also agreed not to transfer, assign or sell any of the Private Units or underlying securities

(except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions

as the permitted transferees of the insider shares must agree to, each as described above) until the completion of our initial

business combination.

We paid a total of $4,127,259 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 IPO, see Part I, Item 2 of this Form 10-Q.

Share Exchange Agreement dated November 2, 2018 (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on November 6, 2018)

For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Form 10-Q.

As previously reported in our current report

on form 8-K filed with the SEC on May 6, 2019 and as described in Part I, Item 2 of this Form 10-Q, we entered into certain convertible

loan agreements in connection with the Business Combination.

We intend to use the proceeds therefrom for general corporate purposes.

Share Exchange Agreement among CM Seven Star Acquisition Corporation, Kaixin Auto Group and Renren Inc., dated November 2, 2018 (incorporated by reference to Exhibit 10.23 to the Current Report on Form 8-K (File No.

001-38261) filed with the SEC on May 6, 2019).

Waiver Letter in connection with the Share Exchange Agreement among CM Seven Star Acquisition Corporation, Kaixin Auto Group, Renren Inc.

and Shareholder Value Fund, dated April 30, 2019.

Second Amended and Restated Memorandum and Articles of Association of Kaixin Auto Holdings, as adopted by a special resolution on April 24, 2019

Promissory Note in the principal amount of $1,100,000 dated January 24, 2019 (incorporated by reference to Exhibit 10.6 to the Form 10-K (File No.

001-38261) filed with the SEC on March 25, 2019).

Promissory Note in the principal amount of $1,013,629.30 dated January 24, 2019 (incorporated by reference to Exhibit 10.7 to the Form 10-K (File No.

001-38261) filed with the SEC on March 25, 2019).

Convertible Loan Agreement among CM Seven Star Acquisition Corporation, Kaixin Auto Group and Kunlun Tech Limited, dated January 28, 2019 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38261) filed with the SEC on February 1, 2019).

Subscription Agreement between CM Seven Star Acquisition Corporation and E&A Callet Investments Limited, dated January 29, 2019 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K (File No.

001-38261) filed with the SEC on February 1, 2019).

Promissory Note dated April 9, 2018 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K (File No.

001-38261) filed with the SEC on April 13, 2019).

Convertible Loan Agreement among CM Seven Star Acquisition Corporation, Kaixin Auto Group and 58.com Holdings Inc., dated April 25, 2019.

Certification of Chief Executive Officer pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.

8 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document

*filed herewith

In accordance with the requirements of the

Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CM SEVEN STAR ACQUISITION CORPORATION

/s/ Sing Wang

KAIXIN AUTO HOLDINGS

Chief Executive Officer

(Principal executive officer)

/s/ Stephen N.

/s/ Thomas Jintao Ren

Thomas Jintao Ren

Chief Financial Officer

(Principal financial and accounting officer)

November 13, 2018

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

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities