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March 22, 2019
Sing Wang
Chief Executive Officer
CM Seven Star Acquisition Corporation
Suite 1306, 13/F, AIA Central, Connaught Road
Central, Hong Kong
Re: CM Seven Star Acquisition Corporation
Amendment No. 2 to
Preliminary Proxy Statement on Schedule 14A
Filed March 11, 2019
File No. 001-38261
Dear Mr. Wang:
We have reviewed your March 11, 2019 response to our comment letter and
your
amended proxy statement and have the following comments. In some of our
comments, we may
ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing
the requested
information and amending your proxy statement or advise us as soon as possible
when you will
respond. If you do not believe our comments apply to your facts and
circumstances, please tell
us why in your response.
After reviewing your response to these comments, we may have additional
comments. Unless we note otherwise, our references to prior comments are to
comments in our
February 25, 2019 letter.
Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Comparative Per Share Information, page 17
1. We note your response to comment 2. As previously requested, please
revise your
comparative per share data to include the equivalent pro forma per share
data of Kaixin.
Refer to Instruction 2 to paragraphs (b)(8), (b)(9) and (b)(10) of Item
14 of Schedule 14A
for guidance on how to calculate equivalent pro forma per share data of
the target
company.
2. Please revise your calculation of CM Seven Star's historical book value
per share to be
based on CM Seven Star's net assets. If you continue to believe it is
appropriate to
exclude your mezzanine equity from the numerator of this metric but
include the
Sing Wang
FirstName LastNameSing Wang
CM Seven Star Acquisition Corporation
Comapany2019
March 22, NameCM Seven Star Acquisition Corporation
March 22, 2019 Page 2
Page 2
FirstName LastName
mezzanine equity shares in the denominator of this metric, please tell
us why.
Risk Factors
"Kaixin relies on contractual obligations rather than government filings to
ensure its continued
title to vehicles...", page 51
3. We note your disclosure here that Kaixin could incur costs attempting
to recover from the
lessor its losses from the unauthorized sale of vehicles. Please also
disclose here or in a
separate risk factor any additional risks you could face in the event
of unauthorized sales.
For example, discuss any potential inventory shortages affecting your
sales.
The Business Combination Proposal
General Description of the Business Combination, page 75
4. We note your response to comment 3 and your revised disclosure on page
81 summarizing
the report provided by Deloitte Advisory. Please revise your filing to
quantify any fees
paid to Deloitte Advisory and its affiliates with regards to the
report, and any material
relationships that existed during the past two years between you and
your affiliates and
Deloitte Advisory, as required by Item 1015(b)(4) of Regulation M-A.
In this regard, the
report appears to be materially related to the transaction.
Alternatively, tell us why you
believe such disclosure is not required.
Unaudited Pro Forma Condensed Combined Financial Information, page 132
5. We note your response to comment 6 and the related revisions to your
pro forma financial
statements. Please refer to pro forma adjustment 6 to your condensed
combined statement
of operations for the nine months ended September 30, 2018. With
reference to Rules 11-
02(b)(5) and (b)(6) of Regulation S-X, please note that while pro
forma adjustments
related to the pro forma balance sheet should include adjustments that
are nonrecurring,
pro forma adjustments related to the pro forma statement of
comprehensive income should
not include nonrecurring charges or credits. If a nonrecurring charge
and related tax
effects are material and will be included in the income of the
registrant within the 12
months succeeding the transaction, such nonrecurring charge and
related tax effects
should be disclosed within the pro forma narrative disclosures. Since
your pro forma
statement of operations presents the nine months ended June 30, 2018
for Kaixin and the
impairment charges currently reflected in pro forma adjustment 6
occurred after that date,
these nonrecurring impairment charges should not be reflected as a pro
forma adjustment
to the pro forma statement of operations. Please revise accordingly.
Kaixin Auto Group Financial Statements for the Six Months Ended June 30, 2018
Notes to Unaudited Condensed Consolidated Financial Statements, page F-63
6. We note your response to comment 7. We understand from your
disclosures, your
response, and the revisions to your risk factor entitled "Kaixin may
have exposure to
greater than anticipated tax liabilities" that for value-added tax
purposes, Kaixin believes
Sing Wang
CM Seven Star Acquisition Corporation
March 22, 2019
Page 3
it is viewed as a service provider rather than a used automobile reseller
due to the
ancillary agreements with the Jieying Executives and Dealership
employees. We also
note the disclosure in your risk factor that the relevant tax authorities
could reach a
different decision, and such a determination would have a material
adverse effect on
Kaixin's financial results. Please provide us with your analysis of
whether any disclosures
about this matter are required in the footnotes to your financial
statements in order to
comply with ASC 235-10-50-1, ASC 275-10-50-6 or ASC 450-20-50-3.
You may contact Robert Babula, Staff Accountant, at 202-551-3339 or
Jennifer
Thompson, Accounting Branch Chief, at 202-551-3737 if you have questions
regarding
comments on the financial statements and related matters. Please contact
Katherine Bagley,
Staff Attorney, at 202-551-2545 or Jennifer L pez-Molina, Staff Attorney, at
202-551-3792 with
any other questions.
Sincerely,
FirstName LastNameSing Wang
Division of
Corporation Finance
Comapany NameCM Seven Star Acquisition Corporation
Office of Consumer
Products
March 22, 2019 Page 3
cc: Giovanni Caruso
FirstName LastName