UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO SECTION 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2019
Commission File Number: 001-38261
Kaixin Auto Holdings
(Registrant’s name)
5/F, North Wing
18 Jiuxianqiao Middle Road
Chaoyang District, Beijing
People’s Republic of China
100016
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Yes ☐ No ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Yes ☐ No ☒
Changes in Registrant’s Certifying Accountant
On July 16, 2019, UHY LLP (“UHY”) notified Kaixin Auto Holdings (the “Company”) that UHY was resigning, effective immediately, as the Company’s independent accountant. UHY served as the Company’s independent registered public accounting firm for the period from our inception on November 28, 2016 through July 16, 2019.
UHY’s resignation is in accordance with common practice following the completion of special purpose acquisition company business combinations, such as the one consummated Kaixin’s predecessor CM Seven Star Acquisition Corporation, UHY has resigned as the Company’s independent public accounting firm.
UHY’s report on the Company’s consolidated financial statements for the fiscal years ended December 31, 2017 and 2018 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Such reports have not been withdrawn or modified.
During the period from November 28, 2016 through July 16, 2019, there were (i) no disagreements between the Company and UHY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of UHY, would have caused UHY to make reference to the subject matter of the disagreement in its reports on the consolidated financial statements for such periods and (ii) no “reportable events” that would be required to be described under Item 16F(a)(1)(v) of Form 20-F in connection with the Company’s annual report on Form 20-F.
The Company provided UHY with a copy of this Report on Form 6-K, and requested that UHY furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether UHY agrees with the disclosures contained in this Report on Form 6-K and, if not, stating the respects in which it does not agree. A copy of UHY’s letter has been appended as Exhibit 99.1.
The Company has begun a search process to identify UHY’s successor. The Company will disclose its engagement of a new independent accounting firm once the process has been completed.
Exhibits.
| Number | Description | |
| 99.1 | Letter of UHY dated July 19, 2019 regarding change in independent registered public accounting firm. |
SIGNATURES
Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| KAIXIN AUTO HOLDINGS | ||
| Date: July 19, 2019 | By: | /s/ Thomas Jintao Ren |
| Name: | Thomas Jintao Ren | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
1185 Avenue of the Americas, 38th Floor New York, NY 10036 | ||
| Phone | 212-381-4800 | |
| Fax | 212-381-4811 | |
| Web | www.uhy-us.com | |
July 19, 2019
Office of the Chief Accountant
Securities and Exchange Commission
460 Fifth Street N. W.
Washington, D.C. 20549
Re: Kaixin Auto Holdings; Commission File Number: 001-38261
We have been furnished with a copy of the response for the event that occurred on July 16, 2019, to be filed on Form 6-K by Kaixin Auto Holdings. We agree with the statements made in such Form 6-K insofar as they relate to our Firm.
Very truly yours,
A member of UHY International,
a network of independent accounting and consulting firms