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United States securities and exchange commission logo
November 15, 2022
Mingjun Lin
Chief Executive Officer
Kaixin Auto Holdings
9/F, Tower A, Dongjin International Center
Huagong Road
Chaoyang District, Beijing 100015
People s Republic of China
Re: Kaixin Auto
Holdings
Form 20-F for
Fiscal Year Ended December 31, 2021
Response dated
November 1, 2022
File No. 001-38261
Dear Mingjun Lin:
We have reviewed your November 1, 2022 response to our comment
letter 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. Unless we note otherwise, our references to prior comments are
to comments in our
October 4, 2022 letter.
Form 20-F for the Year Ended December 31, 2021
Item 3. Key Information, page 4
1. We note your proposed
revised future disclosure in response to comment 1. In future
filings, please revise
your disclosure to clearly indicate that you are regarded as the
primary beneficiary of
the VIEs for accounting purposes. Please include this disclosure
early in Item 3 when
describing your holding company structure and contractual
arrangements with the
consolidated VIEs as well as on pages 33 and 89. In this regard,
any references to
control or benefits that accrue to you because of the VIE should be
limited to a clear
description of the conditions you have satisfied for consolidation of the
VIE under U.S. GAAP.
Please tell us what your disclosure will look like.
Mingjun Lin
Kaixin Auto Holdings
November 15, 2022
Page 2
2. We note your proposed revised future disclosure in response to comment 2.
Please
expand your disclosure to discuss that, to the extent cash or assets in
the business are in
Hong Kong or a Hong Kong entity, the funds or assets may not be available
for use
outside of Hong Kong due to interventions in or the imposition of
restrictions and
limitations on the ability of you, your subsidiaries, or the consolidated
VIEs by the PRC
government to transfer cash or assets. Please tell us what your
disclosure will look like.
You may contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Alyssa Wall at 202-551-8106 or Jennifer L pez Molina at 202-551-3792
with any other
questions.
Sincerely,
FirstName LastNameMingjun Lin
Division of
Corporation Finance
Comapany NameKaixin Auto Holdings
Office of Trade &
Services
November 15, 2022 Page 2
cc: Yu Wang, Outside Counsel at KWM
FirstName LastName