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December 19, 2018
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
Preliminary Proxy Statement on Schedule 14A
Filed November 21, 2018
File No. 001-38261
Dear Mr. Wang :
We have reviewed your filing 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 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.
Preliminary Proxy Statement on Schedule 14A Filed November 21, 2018
Questions and Answers About the Proposals for CM Seven Star Shareholders
"What vote is required to approve the Proposals?", page 3
1. Please clearly disclose whether the approval of each proposal is
conditioned upon the
approval of the other proposals. For example, please clearly disclose the
consequences of
shareholders approving the Business Combination Proposal, but not the
Authorized Share
Increase Proposal.
Summary of the Proxy Statement, page 7
2. Please provide the basis for your statement that Renren is a "leader" in
China's internet
industry.
Sing Wang
FirstName LastNameSing Wang
CM Seven Star Acquisition Corporation
Comapany19, 2018 Seven Star Acquisition Corporation
December NameCM
December 19, 2018 Page 2
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FirstName LastName
The Business Combination and Share Exchange Agreement
Business Combination with Kaixin; Business Combination Consideration, page 8
3. We note your disclosure that CM Seven Star will acquire 100% of the
issued and
outstanding securities of Kaixin, in exchange for approximately 28.3
million ordinary
shares of CM Seven Star. Please revise your filing to prominently
disclose the per share
exchange ratio and revise the "Background of the Business Combination"
section to
discuss how you determined the number of shares of CM Seven Star to be
issued to each
holder of Kaixin shares.
Anticipated Accounting Treatment, page 12
4. Your disclosure on page 12 that you will account for the Business
Combination under the
acquisition method of accounting differs from your disclosure on page
133 that the net
assets of CM Seven will be stated at historical cost with no goodwill
or other intangible
assets recorded. Please revise for consistency.
Kaixin Auto Group Summary Financial Information
Non-GAAP Measure, page 15
5. We note your calculation of Adjusted EBITDA adds back interest cost
and expenses.
Please revise your disclosures regarding this non-GAAP measure to
better explain to your
investors what is represented by "interest cost" and whether and where
such amounts are
reflected in your GAAP financial statements.
Summary Operating Data, page 16
6. We note your metrics regarding GMV. Please revise your definition of
GMV to clarify
whether you are including the full sales price of cars sourced from
the Affiliated Network
Dealers in the GMV measure or whether you are including a proportional
amount of the
sale price in GMV. If you are including a proportional amount of sales
price from cars
sourced from the Affiliated Network Dealers in the GMV measure, please
revise your
definition of GMV to better explain how this proportional amount is
calculated. Lastly,
clarify for us how you concluded in footnote (2) to this table that
cars sourced from
Affiliated Network Dealers were immaterial for the periods presented
given that it appears
GMV for the six months ended December 31, 2017, and June 30, 2018,
significantly
exceeds your automobile sales revenue for the year ended December 31,
2017 and six
months ended June 30, 2018.
Risk Factors
Risks Relating to Kaixin's Business and Industry
"Kaixin's Dealerships conduct many apsects of its business, and Kaixin faces
risks . . .", page 20
7. We note your disclosure that, pursuant to the business combination,
Kaixin has agreed to
transfer its current Ji'nan Dealsership to Renren, and that, based on
the notice from local
Sing Wang
FirstName LastNameSing Wang
CM Seven Star Acquisition Corporation
Comapany19, 2018 Seven Star Acquisition Corporation
December NameCM
December 19, 2018 Page 3
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FirstName LastName
police to the Ji'nan Dealership, certain of Kaixin's assets are not
permitted to be disposed
of pursuant to the investigation. Please disclose whether the Ji'nan
Dealership
investigation will impact Kaixin's ability to transfer the dealership
to Renren pursuant to
the business combination. Please also disclose the risks associated
with Kaixin's potential
inability to transfer the Ji'nan Dealership, including the impact this
could have upon the
consummation of the business combination.
Risk Factors
"Other dealers with which Dealerships collaborate could take actions that could
harm Kaixin's
business and that of its Dealerships.", page 21
8. Please refer to your disclosure that certain Dealership operators may
elect to cooperate
with third parties to develop and operate Dealership Outlets, and you
are not a party to
such agreements. Please tell us in more detail how this third party
Dealership Outlet
program works in connection with your existing Dealerships and/or
Dealership operators.
Additionally, since most of the references to Dealership Outlets in
your filing appear to
refer to your own operations from which you generate revenue, please
revise your filing as
needed to clarify the existence of any third party Dealership Outlets
and whether they
impact any of the operating or financial metrics disclosed in your
filing. If you own all
existing Dealership Outlets and this risk factor is referring to a
possible future event,
please revise this risk factor to clarify as such.
Risks Relating to the Business Combination
"CM Seven Star will be required to meet the initial listing requirements . . .
", page 63
9. We note your disclosure that you will be required to meet the initial
listing requirements
to be listed on Nasdaq, but it appears from your disclosures elsewhere
that your ordinary
shares, warrants, rights, and units are already listed on Nasdaq.
Please revise for
consistency, or tell us why you have included this risk factor.
The Business Combination Proposal
Background of the Business Combination, page 75
10. You disclose throughout your background section that EarlyBirdCapital
was present at
meetings evaluating potential targets and that your "executive team
and board consulted
with EarlyBirdCapital about the consideration being paid to acquire
Kaixin and about the
strength of the company on an EV/Earnout EBITDA and EV/Earnout
Revenues valuation
basis and growth basis, in comparison to the publicly listed similar
businesses reviewed."
Please clearly disclose the relationship of EarlyBirdCapital to CM
Seven Star throughout
the negotiation of the business combination. We also note your
disclosure that no reports
as to the valuation of Kaixin were produced by any of your advisors;
however, if
EarlyBirdCapital provided an opinion, report, or appraisal to your
board or executive
team, please revise to provide the information required by Item
1015(b)(3)-(6) of
Regulation M-A.
Sing Wang
FirstName LastNameSing Wang
CM Seven Star Acquisition Corporation
Comapany19, 2018 Seven Star Acquisition Corporation
December NameCM
December 19, 2018 Page 4
Page 4
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11. We note your disclosure on page 77 that a follow-up meeting between
Sing Wang and
EarlyBirdCapital took place to evaluate two competing targets to
decide which one was
more attractive. Please disclose the factors considered in determining
which target was
"more attractive." Further, please clarify whether these two targets
were in addition to
Kaixin, or if Kaixin was one of the targets. Finally, please disclose
when and how the
registrant determined not to pursue these additional targets.
12. Please expand the discussion of the merger consideration, including
when the amount of
consideration was decided on and whether and, if so, how it changed.
See Item 14(b)(7) of
Schedule 14A. For example, briefly describe the terms of the letter of
intent and the
definitive agreement negotiated by CM Seven Star and Kaixin .
13. We note your disclosure that various third party professional firms
reported to your
management the due diligence conducted on Kaixin Auto Group. Please
revise to disclose
the results of the due diligence reported by these third parties.
CM Seven Star's Board's Reasons for the Approval of the Business Combination ,
page 79
14. Please discuss what negative factors, if any, the board took into
consideration while
assessing the Business Combination with Kaixin.
15. We note your disclosure on page 80 that during several meetings of
your executive team
and in on-going consultation with the board of directors, a
substantial amount of time was
spent evaluating and reviewing the transaction consideration of 33
million shares, or $330
million at a deemed price of $10.00 per share. You also disclose that
if Kaixin
management realizes certain projected financial performance targets of
revenues and
EBITDA, then it would receive up to 19.5 million additional shares.
With a view to
understanding how the board determined this consideration was fair,
please amend your
filing to explain how the board determined to recommend this
consideration,
including how the amount of consideration and additional shares were
calculated. Please
also disclose the "certain projected financial performance targets"
that will result in
Kaixin management receiving additional shares.
16. You disclose that your board and advisors determined that the best
methodology for
evaluating the consideration being paid to Kaixin would be to use the
market comparable
method, specifically comparing historical or projected implied
enterprise valuation, as
multiples of EBITDA and revenues, for publicly listed used automobile
related businesses
that you viewed as similar in scope to Kaixin in November 2018. Please
revise your
disclosure to describe these methodologies in greater detail by
providing qualitative and
quantitative disclosure about each methodology, including the data
relied upon, any
applicable assumptions, and the results arrived at for each
methodology. Please also
disclose the comparable companies considered.
Sing Wang
FirstName LastNameSing Wang
CM Seven Star Acquisition Corporation
Comapany19, 2018 Seven Star Acquisition Corporation
December NameCM
December 19, 2018 Page 5
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FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information, page 132
17. It appears this is the only pro forma financial information provided
in your filing. In an
appropriate location in your filing, please provide the disclosures
required by Item
14(b)(10) of Schedule 14A. To the extent that any of these disclosures
would differ
materially if you assume no redemption by CM Seven's stockholders
versus if you assume
maximum redemption by CM Seven's stockholders, please present that
information
assuming both the no redemption and maximum redemption scenarios.
18. The pro forma statements of combined income should ordinarily be
presented assuming
the transaction was consummated at the beginning of the most recent
fiscal year
presented. Please revise your disclosure on page 132 in the third
paragraph under the
heading "Introduction" to state that the unaudited pro forma condensed
combined
statement of operations for the nine months ended September 30, 2018
gives effect to the
business combination if it had occurred on January 1, 2017.
19. Please revise your pro forma condensed combined statements of
operations to comply
with Instruction 1 to Rule 11-02(b) of Regulation S-X.
20. Please tell us what consideration you have given to providing risk
factor disclosure
regarding the risks and challenges you may face as a result of the
recent negative publicity
involving certain senior officers of iResearch and a related Chinese
government
investigation. In this regard, we note that you have cited to industry
data from iResearch
throughout your registration statement.
History and Corporate Structure of Kaixin Auto Group, page 140
21. Please disclose, if true, that you will be unable to continue to
consolidate your VIEs'
financial results with your financial results, if your VIE and
shareholders fail to perform
their obligations under the contractual agreements that give you
effective control, and if
you are unable to maintain effective control. In this regard, we note
your disclosure that
"any failure by Kaixin to maintain effective control over Shanghai
Jieying and Qianxiang
Changda, would have a material adverse effect on Kaixin's business."
Integration of Kaixin's Dealerships, page 196
22. Please tell us what consideration you have given to providing risk
factor disclosure
discussing the potential risks of dilution investors will face as a
result of the "significant
payments of [y]our ordinary shares to the minority owners of Kaixin's
Dealerships." In
this regard, we note that you have provided only a brief statement on
page 21 regarding
the potential dilution investors may face as a result of these
payments.
Sing Wang
FirstName LastNameSing Wang
CM Seven Star Acquisition Corporation
Comapany19, 2018 Seven Star Acquisition Corporation
December NameCM
December 19, 2018 Page 6
Page 6
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations of
Kaixin Auto Group
Year Ended December 31, 2017 Compared to the Year Ended December 31, 2016
Gross Profit, page 205
23. It appears that all of your gross profit in 2017 relates to your
automobile sales business
while your financing business generated negative gross profit that
partially offsets the
gross profit of your automobile sales business. Please revise your
analysis of the change
in gross profit to more clearly disclose this to your investors and
clarify, if true, that the
decline in gross profit related to your financing business was
primarily due to the increase
in your provision for financing receivable. Additionally, as the
trends and profitability of
your automobile sales and financing businesses vary greatly, please
ensure your analysis
of results in future periods provides an adequate explanation of the
substantive reasons
regarding any material change in gross profit separately for each of
these businesses.
Provision for Financing Receivable, page 205
24. It is unclear from your disclosure what regulatory pressures are
impacting the
recoverability of your financing receivables and thus causing the
significant increase in
the provision. To assist us in better understanding this matter,
please respond to the
following:
Please expand your discussion here or in another appropriate
location within MD&A
to provide investors with an overview of the regulatory pressures
impacting the peer-
to-peer financing environment in China and a better explanation of
why these
pressures cause an increase in your provision for financing
receivable.
Also provide your investors with management's insight into whether
you expect these
pressures to continue to negatively impact the recoverability of
your financing
receivables.
Please tell us the average term of your financing receivables
during for each period
presented in your historical financial statements. Also tell us
whether your process for
assessing collectability changed during any of the periods
presented. If so, please tell
us in detail how your process changed. If your process remained
the same and the
increase in the provision in fiscal 2017 and the interim period of
2018 was due to a
decline in creditworthiness of your customers, please tell us in
detail what factors
contributed to the decline in creditworthiness of your customers.
Internal Control Over Financial Reporting, page 213
25. We note the disclosure on page 214 regarding Kaixin's status as an
emerging growth
company, including that Kaixin will take advantage of the extended
transition period for
Sing Wang
FirstName LastNameSing Wang
CM Seven Star Acquisition Corporation
Comapany19, 2018 Seven Star Acquisition Corporation
December NameCM
December 19, 2018 Page 7
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FirstName LastName
complying with new or revised accounting standards. This statement
does not appear
appropriate since Kaixin adopted ASC 606 on January 1, 2018, which is
the timing of
adoption for public companies, rather than taking advantage of the
extended transition
period and adopting ASC 606 for the annual reporting period beginning
after December
15, 2018. Given that any decision to opt out of the extended
transition period for
complying with new or revised accounting standards is irrevocable,
please revise the
disclosures concerning Kaixin on page 214 and elsewhere as necessary
to indicate that it
is not taking advantage of the extended transition period for
complying with new or
revised accounting standards. Furthermore, please revise CM Seven's
disclosures on page
12 to clarify that the post-merger entity will not be able to take
advantage of the extended
transition period for complying with new or revised accounting
standards.
Critical Accounting Policies, Judgments and Estimates
Inventory, page 215
26. Since inventory is a material asset, it appears you should provide a
discussion of the
uncertainties involved in valuing your inventory and the variability
that is reasonably
likely to result over time. Please revise your critical accounting
policies to provide
investors with insight into the process that management undertakes to
determine if any
reductions in inventory to net realizable value are required,
including how you estimate
selling prices less costs to complete, dispose and transport the
vehicles, the extent to
which previous estimates required significant revisions, and the types
of factors that could
lead to significant revisions to your estimates in the future. Given
your limited history of
automobile sales, please also disclose the average period of time that
a car is held as
inventory to provide your investors with additional insight into the
variability that may
result from valuing your vehicle inventory.
Certain Transactions, page 237
27. Where you discuss certain private placements related to CM Seven Star
and Kaixin Auto
Group, please provide the exemption from registration under the
Securities Act upon
which each party relied in issuing the private placement securities.
Transitional Services Agreement, page 242
28. Please expand your disclosure to discuss the estimated direct and
indirect costs that you
will be paid under the transitional services agreement, if material.
Note 2. Summary of Significant Accounting Policies
Used car financing, page F-24
29. You indicate elsewhere in your filing that you structure your loans to
used car dealers on a
sale-and-leaseback basis, but you do not describe your accounting for
these sale-leaseback
transactions under ASC 840 within your financial statements. For
example, see your
disclosures on pages 152 and 179. Please revise your disclosures
throughout your filing to
Sing Wang
FirstName LastNameSing Wang
CM Seven Star Acquisition Corporation
Comapany19, 2018 Seven Star Acquisition Corporation
December NameCM
December 19, 2018 Page 8
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FirstName LastName
provide a consistent description of these transactions to your readers
and to provide the
required footnote disclosures if applicable. If these transactions do
not qualify as sales
and leasebacks for accounting purposes, please either remove the
references outside your
financial statements to used car dealers selling used cars to you and
subsequently leasing
them back from you or revise those disclosures to clearly convey that
the sale of cars to
you is not substantive and is not considered a sale for accounting
purposes.
Other revenues, page F-24
30. We note that your other revenues are mainly generated from agency fees
in connection
with arrangements with third party dealers where you facilitate sales
of their cars. Please
describe to us in reasonable detail these transactions that result in
revenue from agency
fees and tell us where these transactions are described to your
readers in this filing. It is
unclear from your current disclosures whether these agency fees result
from your ancillary
agreements with dealerships described on page 163, your arrangements
with other in-
network dealers described on page 164, or other arrangements; please
clarify this matter.
31. Your discussion of other revenues on page 199 appears to indicate that
your agency fees
relate to used car sales pursuant to profit-sharing terms in your
arrangements with Kaixin
Affiliated Network Dealers. We have the following comments:
Please describe to us in greater detail the profit-sharing
arrangements with Kaixin
Affiliated Network Dealers and how you account for them under ASC
605. To assist
us in understanding your response, please provide us with
illustrative journal entries
for a representative transaction from start to finish.
We note your disclosure on page 163 that under your agreements
with Shanghai
Jieying, when you source an automobile pursuant to the Used
Vehicle Purchase
Agreement, the legal title of the vehicle is transferred to a
Jieying Executive and the
registration of the car is made in the name of one of the
Dealership employees. Please
tell us whether these transactions with Shanghai Jieying result in
the agency fees that
you classify as other revenues or whether you classify the revenue
from these
transactions with Shanghai Jieying as automobile sales revenue.
Please provide us
with your analysis of the appropriate accounting under ASC 605 for
these transactions
with Shanghai Jieying, including but not limited to whether it is
appropriate to record
revenue for the sale of these used vehicles on a gross basis given
that you do not
appear to hold the legal title or registration of the used vehicle
prior to its sale.
Please tell us whether arrangements with Kaixin Affiliated Network
Dealers result in
the legal title and registration of the related used vehicles
being held by you or whether
these arrangements also result in the legal title and registration
held in the name of an
individual such as one of your executives, one of your employees,
or an individual
associated with the relevant Affiliated Network Dealer. Also tell
us how the party that
Sing Wang
FirstName LastNameSing Wang
CM Seven Star Acquisition Corporation
Comapany19, 2018 Seven Star Acquisition Corporation
December NameCM
December 19, 2018 Page 9
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FirstName LastName
holds the legal title and registration for these vehicles impacted
your analysis of
whether revenue resulting from these arrangements with Kaixin
Affiliated Network
Dealers should be recognized on a gross or net basis under ASC
605.
Note 5. Business Acquisition, page F-33
32. Please tell us in reasonable detail the business reason(s) for
purchasing the car inventory
separately from the majority equity ownership in the newly formed
entities, and why you
believe it is appropriate to account for the purchase of cars and
acquisition of the new
entity as a single transaction if it was not legally structured as
such. Please revise your
footnote to briefly disclose these matters to your readers. Please
make conforming
changes to your interim financial statement disclosure, as necessary,
for the acquisition of
Shanxi and the after-sales service centers you disclose on pages F-70
and F-71.
33. We note your statement on page F-33 that the payment of the contingent
consideration is
contingent upon the successful offering of the Company ("offering
transaction") as
disclosed in Note 22. It is unclear from your disclosures in Note 22
whether your
acquisition by CM Seven qualifies as a successful offering of the
Company under your
contingent consideration agreements and triggers payment of contingent
consideration.
Please revise Note 22 to more clearly disclose, if true, that you will
amend your
agreements with dealership operators to confirm that the business
combination with CM
Seven qualifies as an initial public offering, following which Renren
will assume all
liability for settling the contingent obligations.
34. Please refer to the purchase price allocations seen on pages F-34 and
F-35 for Chongqing
and other used car dealer acquisitions. Please revise your disclosures
to explain to your
investors why the fair value disclosed for the acquired assets less
the fair value disclosed
for the noncontrolling interest does not equal the purchase price.
35. Please refer to your presentation on page F-35 of the results of
operations attributable to
the acquisitions included in your consolidated statement of operations
since the
acquisition date. If true, please revise the narrative immediately
preceding this table to
clearly disclose that you have not included the results of operations
related to the sale of
used vehicles purchased from these dealerships. If our understanding
is correct, please
provide us with your analysis of why legally structuring the
acquisition of these used
vehicles as a separate transaction results in excluding the revenue
and expenses related to
subsequently selling these vehicles from the disclosures required by
ASC 805-10-50-2(h).
Given your statement on page F-33 that the purchase of cars and
acquisition of the new
entity were accounted for as a single transaction, it appears you
should attribute the sale of
these vehicles to the acquired entities in order to show your
investors in a meaningful way
the impact of these acquisitions on your results of operations. Please
also apply this
comment to your interim financial statement disclosure on page F-72.
36. Please revise your disclosure at the bottom of page F-35 to better
explain why providing
the pro forma information required by ASC 805-10-50-2(h) is
impracticable. In doing so,
Sing Wang
FirstName LastNameSing Wang
CM Seven Star Acquisition Corporation
Comapany19, 2018 Seven Star Acquisition Corporation
December NameCM
December 19, 2018 Page 10
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FirstName LastName
please better explain to your investors why the historical records of
the used car
dealerships are not available. Given that that the previous owners of
the dealerships
continue to own 30% of each new dealership business, continue to
operate the dealerships,
and have an ongoing relationship with you, we believe a reader would
assume you have
the ability to obtain this information.
Note 21. Statutory Reserve and Restricted Net Assets, page F-56
37. Your disclosure indicates that the PRC entities are restricted from
transferring a portion of
their net assets to the Company. Please provide Schedule I pursuant to
Rules 5-04 and 12-
04 of Regulation S-X or tell us why this Schedule is not required. We
remind you that the
Schedules required by Article 12 of Regulation S-X are required for
predecessor entities.
Note 4. Business Acquisition, page F-70
38. We note your disclosure at the bottom of page F-72 of the information
required by ASC
805-10-50-2(h)(1). Please also disclose the information required by
ASC 805-10-50-
2(h)(2) through (h)(4). If disclosure of this information is
impracticable, please disclose
that fact and clearly explain to your investors why the disclosure is
impracticable.
General
39. We note that earnout shares will be issued if certain gross revenue
and adjusted EBITDA
targets are reached. For example, we note your disclosure that 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 the
Company's adjusted
EBITDA is greater than or equal to RMB 200,000,000. At your first
reference,
please define adjusted EBITDA or cross-reference to the Non-GAAP
measure disclosure
on page 15. Please also provide an example of how to calculate the
shares to be issued in
addition to the 3,900,000 shares, if the adjusted EBITDA target is
reached for the year
ended December 31, 2019.
40. Please tell us what exemption from registration you are relying on to
issue shares as
consideration.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
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.
Sing Wang
CM Seven Star Acquisition Corporation
December 19, 2018
Page 11
Sincerely,
FirstName LastNameSing Wang
Division of Corporation
Finance
Comapany NameCM Seven Star Acquisition Corporation
Office of Consumer
Products
December 19, 2018 Page 11
cc: Giovanni Caruso
FirstName LastName