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CONSOLIDATED BALANCE SHEETS (Parenthetical)	Sep. 14, 2023 $ / shares shares	Dec. 31, 2023 $ / shares shares	Sep. 15, 2023 $ / shares shares	Sep. 13, 2023 $ / shares	Dec. 31, 2022 $ / shares shares
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.00075	$ 0.00075	$ 0.00005	$ 0.00005	$ 0.00075
Ordinary shares, authorized	1,000,000,000	66,666,667	1,000,000,000		66,666,667
Ordinary shares, issued		49,806,556			15,891,257
Ordinary shares outstanding		49,806,556			15,216,681
Preferred shares, par value (in dollars per share) \| $ / shares	$ 0.00075		$ 0.00075
Preferred shares, authorized	66,666,667		66,666,667
Preferred shares, outstanding		0			0
Share consolidation ratio	0.067
Series D convertible preferred shares
Preferred shares, par value (in dollars per share) \| $ / shares		$ 0.0001			$ 0.0001
Preferred shares, authorized		6,000			6,000
Preferred shares, issued		6,000			6,000
Preferred shares, outstanding		6,000			6,000
Series F convertible preferred shares
Preferred shares, par value (in dollars per share) \| $ / shares		$ 0.00005			$ 0.00005
Preferred shares, authorized		43,000			50,000
Preferred shares, issued		43,000			50,000
Preferred shares, outstanding		43,000			50,000

OTHER RECEIVABLES

12 Months Ended

Dec. 31, 2023

OTHER RECEIVABLES

OTHER RECEIVABLES

6.OTHER RECEIVABLES

As of December 31, 2023 and 2022, other receivables were comprised two interest-free loans to Shanghai Changda and Anhui Xin Jieying, both of which were former subsidiaries of the Group. Shanghai Changda and Anhui Xin Jieying were disposed of in the disposal of Renren Finance Inc and its subsidiaries and VIEs and VIEs’ subsidiaries (Note 4).

As of December 31, 2023 and 2022, the breakdown of the loans was as follows:


	As of December 31,
	2023		2022
Shanghai Changda	$	—	$	6,858
Anhui Xin Jieying		—		1,990
Total	$	—	$	8,848

As of December 31, 2023, the management expected that the collection of outstanding balance was remote and fully impaired the receivables of $8,848.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Assets measured at fair value (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Impairment expense	$ 0	$ 143,655
Terminal growth rate
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Goodwill measurement input			2.90%
Discount rate
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Goodwill measurement input			23.00%
Significant Other Unobservable Inputs (Level 3) \| Terminal growth rate
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Goodwill measurement input			2.50%
Significant Other Unobservable Inputs (Level 3) \| Forecasted inflation rate
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Goodwill measurement input		2.50%
Significant Other Unobservable Inputs (Level 3) \| Discount rate
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Goodwill measurement input		12.00%

SHARE-BASED COMPENSATION - Kaixin Auto 2022 Plan (Details) - Kaixin 2022 Plan - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	May 16, 2022
SHARE-BASED COMPENSATION
Aggregate number of shares to be issued			2,633,333
Restricted shares
SHARE-BASED COMPENSATION
Options granted	2,633,333	2,566,667

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

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+ Details

PAYABLE FOR SALES INCENTIVE

12 Months Ended

Dec. 31, 2023

PAYABLE FOR SALES INCENTIVE

PAYABLE FOR SALES INCENTIVE

11.PAYABLE FOR SALES INCENTIVE

In the year of 2022, the Group entered into a share grant agreement with certain dealership operators to incentivize the dealership operators to improve their sales performance. Pursuant to the share grant agreement, the Group agreed to provide sales incentives to the dealership operators based on their sales performance.

For the years ended December 31, 2023 and 2022, the Group granted 341,971 shares and 372,376 shares (after giving effects to Share Consolidation effected in September 2023. Note 1), respectively, to these dealership operators. The Group recognized share-based compensation expenses of $2,701 and $1,638 for the year ended December 31, 2023 and 2022, respectively, in the account of selling expenses. The share-based compensation expenses were recognized at fair value on grant dates.

As of December 31, 2022, the Group did not issue ordinary shares to dealership operators. During the year ended December 31, 2023, the Group issued an aggregation of 661,537 shares (after giving effects to Share Consolidation effected in September 2023. Note 1) to settle the payables for sales incentive. As of December 31, 2023 and 2022, the payable for sales incentive was $417 and $1,638, respectively.

REVERSE ACQUISITION - Fair value of equity consideration - Haitaoche (Details) - USD ($) $ / shares in Units, $ in Thousands	Jun. 25, 2021	Dec. 31, 2023
Fair value of the assets acquired and the liabilities assumed
Cash and cash equivalents	$ 4,299
Prepaid expense	46,708
Property plant and equipment	31
Trademark (Intangible Assets)	15,100
Right-of-use assets	47
Goodwill	143,655	$ 38,201
Subtotal of total assets	209,840
Short-term bank loan	(8,195)
Accounts payable	(406)
Advance from customers	(461)
Short-term lease liabilities	(32)
Other payables	(13,198)
Amounts due to RPT	(4,288)
Income tax payable	(4,079)
Warrants	(2,335)
Mezzanine equity-Preferred shares	(1,437)
Subtotal of total liabilities	(34,431)
Less: Non-controlling interest	(7,649)
Less: Preferred shares (2)	(6,000)
Total net assets	161,760
Haitaoche
The purchase price comprised of:
Fair value of consideration transferred	$ 161,760
Fair value of the assets acquired and the liabilities assumed
Shares issued to pre-reverse acquisition	4,628,333
Fair value of shares issued for pre-reverse the acquisition	$ 161,760
Issuance price	$ 34.95

ORGANIZATION AND PRINCIPAL ACTIVITIES - Disposition of subsidiaries (Details) - USD ($)	Feb. 02, 2023	Dec. 28, 2022	Dec. 31, 2023	Jun. 30, 2023	Mar. 24, 2023	Dec. 08, 2022	Aug. 05, 2022
Stanley Star
ORGANIZATION AND PRINCIPAL ACTIVITIES
Total consideration							$ 1,000
Convertible preferred shares		$ 50,000
Preferred stock, outstanding					$ 50,000,000	$ 50,000,000
Karui \| Scytech Limited
ORGANIZATION AND PRINCIPAL ACTIVITIES
Payment of liabilities due	$ 2,700,000
Disposal Group \| Zhejiang Taohaoche
ORGANIZATION AND PRINCIPAL ACTIVITIES
Total consideration	$ 2,700,000
Disposal Group \| Zhejiang Taohaoche \| Karui
ORGANIZATION AND PRINCIPAL ACTIVITIES
Percentage of ownership sold	100.00%
Total consideration	$ 2,700,000
Disposal Group \| Kaixin Auto Group ("KAG")
ORGANIZATION AND PRINCIPAL ACTIVITIES
Total consideration				$ 4,158,000
Disposal Group \| Kaixin Auto Group ("KAG") \| Accrued expenses and other current liabilities
ORGANIZATION AND PRINCIPAL ACTIVITIES
Total consideration			$ 4,158,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and equipment net, Goodwill and Intangible assets, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 25, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Impairment expense		$ 0	$ 143,655
Goodwill	$ 38,201			$ 143,655
Morning Star
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Impairment expense	0
Goodwill	$ 38,201
Software
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimated useful life of Intangible assets	10 years
Trademark
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimated useful life of Intangible assets	10 years
Technology \| Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimated useful life of Intangible assets	4 years 3 months 18 days
Technology \| Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimated useful life of Intangible assets	6 years 3 months 18 days
Computer equipment and application software \| Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimated useful lives	2 years
Computer equipment and application software \| Maximum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimated useful lives	3 years
Furniture and vehicles
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Estimated useful lives	5 years

SHARE-BASED COMPENSATION - Kaixin Auto 2019 Plan (Details)	May 03, 2019 employee $ / shares shares	Dec. 31, 2023 $ / shares	Dec. 31, 2022 $ / shares	Apr. 30, 2019 shares
SHARE-BASED COMPENSATION
Weighted average exercise price \| $ / shares		$ 0.02	$ 0.30
Kaixin 2019 Plan
SHARE-BASED COMPENSATION
Ordinary shares of KAH for future grant				314,380
Options granted	2,186,364
Number of employees for option \| employee	144
Kaixin 2019 Plan \| Vests immediately on grant date
SHARE-BASED COMPENSATION
Weighted average exercise price \| $ / shares	$ 25.5
Vesting percentage	25.00%
Kaixin 2019 Plan \| Vests monthly subsequent to replacement date
SHARE-BASED COMPENSATION
Weighted average exercise price \| $ / shares	$ 0.15
Vesting period	3 years
Vesting percentage	62.50%
Kaixin 2019 Plan \| Restricted shares
SHARE-BASED COMPENSATION
Granted	145,589
Kaixin 2019 Plan \| Replacement restricted shares \| Shares granted to certain employees
SHARE-BASED COMPENSATION
Granted	13,681
Kaixin 2019 Plan \| Replacement restricted shares were subject to graded vesting
SHARE-BASED COMPENSATION
Vesting percentage	0.25%
Kaixin 2019 Plan \| Replacement restricted shares were subject to graded vesting \| Vests monthly subsequent to replacement date
SHARE-BASED COMPENSATION
Granted	61,183
Kaixin 2019 Plan \| Restricted shares were subject to graded vesting
SHARE-BASED COMPENSATION
Vesting period	3 years
Kaixin 2019 Plan \| Restricted shares were subject to graded vesting \| Vests immediately on grant date
SHARE-BASED COMPENSATION
Vesting percentage	62.50%
Kaixin 2019 Plan \| Restricted shares were subject to graded vesting \| Vests monthly subsequent to replacement date
SHARE-BASED COMPENSATION
Vesting percentage	0.0278%

DISPOSAL OF SUBSIDIARIES - Narrative Information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Mar. 24, 2023	Dec. 31, 2022	Dec. 28, 2022	Dec. 08, 2022	Oct. 27, 2022	Aug. 05, 2022
DISPOSAL OF SUBSIDIARIES
Fair value of preferred shares issued						$ 24,592
Accumulated other comprehensive loss	$ 890		$ 1,470			2,060
Stanley Star
DISPOSAL OF SUBSIDIARIES
Total consideration							$ 1
Convertible preferred shares issued				50,000
Preferred stock, outstanding		$ 50,000			$ 50,000
Fair value of preferred shares issued						$ 24,600

- Definition

Amount, after tax, of accumulated increase (decrease) in equity from transaction and other event and circumstance from nonowner source.

+ References + Details

SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

20.SHARE-BASED COMPENSATION

Kaixin incentive plans

(a)Kaixin 2019 Plan

On April 30, 2019, KAH adopted Kaixin 2019 Plan, whereby 314,380 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1) of KAH are made available for future grant for employees of KAH share options or restricted shares.

On May 3, 2019 (the “Replacement Date”), the Group’s board of directors approved a directive to replace all the outstanding share options granted during the year ended December 31, 2018 under the 2018 Plan to 144 employees with 2,186,364 options and 145,589 restricted shares (after giving effects to Share Consolidation effected in September 2023. Note 1). The exercise price of the options was reduced from $25.5 per share to $0.15 per share (after giving effects to Share Consolidation effected in September 2023. Note 1).

The replacement options were subject to graded vesting over three years from the Replacement Date, in which 25% ~ 62.5% of the options granted to each individual vest on the grant date immediately and 1/36 of their remaining options vests monthly subsequent to the Replacement Date. For the restricted shares, there were 13,681 (after giving effects to Share Consolidation effected in September 2023. Note 1) replacement restricted shares granted to certain employees vested immediately and 61,183 replacement restricted shares (after giving effects to Share Consolidation effected in September 2023. Note 1) were subject to graded vesting, which were vested 1/4 annually starting from January 1, 2020. The remaining replacement restricted shares were subject to graded vesting over three years from the Replacement Date, in which 62.5% of the total restricted shares vest on the grant date immediately and 1/36 of the remaining restricted shares vests monthly subsequent to the Replacement Date.

20.SHARE-BASED COMPENSATION (CONTINUED)

(b)Kaixin 2020 Plan

On November 17, 2020, the board of directors of KAH approved the Kaixin 2020 Plan, under which, up to 333,333 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1) may be granted as awards in form of share options, restricted shares or restricted shares units. In the event of a change in control or another transaction having a similar effect, then any incentives granted under the 2020 Incentive Plan shall be deemed vested immediately. No such award has been granted during the year ended December 31, 2020. As of December 31, 2023 and 2022, the Group has granted 333,333 and 333,333 restricted shares (after giving effects to Share Consolidation effected in September 2023. Note 1) under the Kaixin 2021 Plan.

(c)Kaixin 2021 Plan

On July 12, 2021, the board of directors of KAH approved the Kaixin 2021 Plan. The maximum number of ordinary shares that may be delivered pursuant to awards granted under the Kaixin 2021 Plan is 1,773,067 (after giving effects to Share Consolidation effected in September 2023. Note 1). As of December 31, 2023 and 2022, the Group has granted 1,773,067 and 1,369,000 restricted shares (after giving effects to Share Consolidation effected in September 2023. Note 1) under the Kaixin 2021 Plan.

(d)Kaixin 2022 Plan

On May 16, 2022, the board of directors of KAH approved the Kaixin 2022 Plan. The maximum number of ordinary shares that may be delivered pursuant to awards granted under the Kaixin 2022 Plan is 2,633,333 (after giving effects to Share Consolidation effected in September 2023. Note 1). As of December 31, 2023 and 2022, the Group has granted 2,633,333 and 2,566,667 restricted shares (after giving effects to Share Consolidation effected in September 2023. Note 1) under the Kaixin 2022 Plan.

(e)Kaixin 2023 Plan

On March 13, 2023, the board of directors of KAH approved the Kaixin 2023 Plan. The maximum number of ordinary shares that may be delivered pursuant to awards granted under the Kaixin 2023 Plan is 2,633,333 (after giving effects to Share Consolidation effected in September 2023. Note 1). As of December 31, 2023, the Group has granted 2,633,333 restricted shares (after giving effects to Share Consolidation effected in September 2023. Note 1) under the Kaixin 2023 Plan.

20.SHARE-BASED COMPENSATION (CONTINUED)

In determining the fair value of share options in 2019, a binomial option pricing model is applied. Assumptions used to estimate the fair values of the share options granted or modified on grant date were as follows:


	Grant date
Risk-free interest rate (1)		2.50-3.00	%
Volatility (2)		45%-46	%
Expected term (in years)(3)		10
Exercise price (4)	$	0.01
Dividend yield (5)		—
Fair value of underlying ordinary share (6)	$	2.12-$3.36

(1)Risk-free interest rate

Risk-free interest rate was estimated based on the yield to maturity of treasury bonds of the United States with a maturity period close to the expected life of the options, and the country risk spread between China and United States was considered.

(2)Volatility

The volatility of the underlying ordinary shares during the life of the options was estimated based on the historical stock price volatility of listed comparable companies over a period comparable to the expected term of the options.

(3)Expected term

For the options granted to employees, the Group estimated the expected term based on the vesting and contractual terms and employee demographics. For the options granted to non-employees, the Group estimated the expected term as the original contractual term.

(4)Exercise price

The exercise price of the options was determined by the Group’s board of directors.

(5)Dividend yield

The dividend yield was estimated by the Group based on its expected dividend policy over the expected term of the options.

(6)Fair value of underlying ordinary shares

Prior to the consummation of the listing, the estimated fair value of the ordinary shares underlying the options as of the valuation date was determined based on a contemporaneous valuation. When estimating the fair value of the ordinary shares on the valuation dates, management has considered a number of factors, including the result of a third-party appraisal of the Group, while taking into account standard valuation methods and the achievement of certain events. The fair value of the ordinary shares in connection with the option grants on the valuation date was determined with the assistance of an independent third-party appraiser. The fair values of the underlying ordinary shares on each date of the grant after April 30, 2019, were the closing prices of the Group’s ordinary shares traded in the Stock Exchange.

20.SHARE-BASED COMPENSATION (CONTINUED)

The estimated fair value of restricted shares granted under Kaixin 2020 Plan, Kaixin 2021 Plan, Kaxin 2022 Plan and Kaixin 2023 Plan were the closing prices prevailing on each grant date.

A summary of the Group’s share options activities held by the Group’s employees for the year ended December 31, 2023 was as follows:


				Weighted
				average		Weighted
		Weighted		grant day		Average
		Average		Fair		Remaining	Aggregate
Options Granted to Employees	Number of	Exercise		Value per		Contractual	Intrinsic
and Directors	Shares	Price		shares		Years	value
Outstanding as of December 31, 2022	21,673		0.30		3.17	6.34		0.58
Forfeited	—		—		—	—		—
Granted	—		—		—	—		—
Exercised	—		—		—	—		—
Outstanding as of December 31, 2023	21,673		0.02		3.17	6.34		0.58
Expected to vest as of December 31, 2023	—		—		—	—		—
Exercisable as of December 31, 2023	21,673		0.02		3.17	6.34		0.58

The aggregate intrinsic value was calculated as the difference between the exercise price of the underlying awards and the closing stock price of $0.88 of the Group’s ordinary share on December 28,2023.

As of December 31, 2023, there was no unrecognized compensation.

A summary of the nonvested restricted shares activity as of December 31, 2023 is as follows:


				Weighted average fair value
	Number of nonvested		per ordinary share
	restricted shares		at the grant dates
Unvested as of December 31, 2022	$	335,356	$	20.01
Forfeited		—	$	—
Granted		2,633,333	$	3.87
Vested		(2,777,393)	$	4.76
Unvested as of December 31, 2023	$	191,296	$	23.29

As of December 31, 2023, there was approximately $2,467 of total unrecognized compensation cost related to unvested restricted shares. The unrecognized compensation costs are expected to be recognized over a weighted average period of 4.10 years. For the years ended December 31, 2023, 2022 and 2021, the total fair value of vested shares was $11,897, $40,078 and $38,669.

20.SHARE-BASED COMPENSATION(CONTINUED)

Total share-based compensation expense of share-based awards granted to employees and directors for the years ended December 31, 2023, 2022 and 2021 were as follows:


	For the years ended December 31,
	2023		2022		2021
Selling and marketing	$	—	$	239	$	264
Research and development		—		44		55
General and administrative		11,968		39,027		41,270
Total share-based compensation expense	$	11,968	$	39,310	$	41,589

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue recognition (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue, net	$ 31,535		$ 82,840	$ 253,840
Income Tax Expense (Benefit)	$ (228)		74	(729)
PRC
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Income Tax Limitations Extended Period	5 years	5 years
Income Tax Expense (Benefit)	$ 14,100	¥ 100,000
Used-car sales
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue, net	1,420		80,034	251,054
New-car wholesales
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue, net	30,048		$ 2,806	$ 2,786
Technical services
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue, net	$ 67

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of estimated useful lives of property and equipment

		Estimated Useful Life
Computer equipment and application software		2 - 3 Years
Furniture and vehicles		5 Years

Schedule of estimated useful lives of intangible assets


		Estimated Useful Life
Software		10 Years
Trademark		10 Years
Technology		4.3 Years - 6.3 Years

Schedule of disaggregation of revenue


	For the years ended December 31,
	2023		2022		2021
Used-car sales	$	1,420	$	80,034	$	251,054
New-car wholesales		30,048		2,806		2,786
Technical services		67		—		—
Total revenues	$	31,535	$	82,840	$	253,840

EQUITY - Preferred shares (Details) - USD ($) $ in Thousands		1 Months Ended		12 Months Ended
	Apr. 08, 2021	Nov. 30, 2023	Mar. 31, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Mar. 24, 2023	Dec. 08, 2022
Equity
Percentage of after-tax profits required to be allocated to general reserve				10.00%
General reserve as a percentage of registered capital up to which after-tax profit of PRC subsidiaries and VIEs shall be transferred				50.00%
Series D preferred stock
Equity
Preferred shares, issued				6,000	6,000
Issuance of preferred shares (in shares)			6,000
Common Stock
Equity
Series A preferred shares conversion (shares)				7,000,000	0	72,610
Common Stock \| Related Party \| Stanley Star
Equity
Series A preferred shares conversion (shares)		7,000,000
Stanley Star
Equity
Preferred stock, outstanding							$ 50,000	$ 50,000
Kaixin Auto Holdings
Equity
Total amount of investment agreed			$ 6,000
Number of ordinary shares consisted by units				2,000,000
Preferred shares, issued	6,000
Proceeds from investment in convertible preferred shares	$ 6,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

Basis of presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Principles of consolidation

Principles of consolidation

The consolidated financial statements include the financial statements of the Group and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.

Non-controlling interests

Non-controlling interests

Non-controlling interests are presented as a separate component of equity on the consolidated balance sheet. Net income (loss) and other comprehensive income (loss) are attributed to controlling and non-controlling interests, respectively.

Going concern and liquidity

Going concern and liquidity

For the years ended December 31, 2023, 2022 and 2021, the Company reported a net loss of approximately $53.6 million, $84.6 million and $195.9 million, respectively, and operating cash outflows approximately $2.1 million, $2.4 million and $2.1 million. In assessing the Company’s ability to continue as a going concern, the Company monitors and analyzes its cash and its ability to generate sufficient cash flows in the future to support its operating and capital expenditure commitments.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

As of December 31, 2023, the Company had cash of approximately $2.1 million and due from related parties of approximately $1.5 million, which were highly liquid. On the other hand, the Company had current liabilities of approximately $15.1 million. Among the balance of current liabilities, convertible notes of $2.4 million, warrant liabilities of $0.2 million and payables for sales incentives of $0.4 million would be settled by ordinary shares, and the balance due to related parties of $2.2 million and other payables of $8.9 million are payable on demand and may be extended. In addition, two major shareholders of the Company have agreed to consider to provide necessary financial support in the form of debt and/or equity to the Company to enable the Company to meet its other liabilities and commitments as they become due for at least twelve months from the issuance date of this consolidated financial statements.

The management believes that the Company will continue as a going concern in the following 12 months from the date the Company’s 2023 consolidated financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

Business combinations

Business combinations

The purchase price of business acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and noncontrolling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred.

Where the consideration in an acquisition includes contingent consideration and the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability, it is subsequently carried at fair value with changes in fair value reflected in earnings.

Use of estimates

Use of estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenues and expenses in the financial statements and accompanying notes. Significant accounting estimates reflected in the Group’s consolidated financial statements include, but are not limited to, warrant liabilities, the valuation of prepaid expenses and other current assets, deferred tax valuation allowance, impairment assessment on goodwill and intangible assets, the valuation of preferred shares, the purchase price allocation associated with business combinations.

Fair value measurement

Fair value measurement

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Authoritative literature provides a fair value hierarchy, which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The level in the hierarchy within which the fair value measurement in its entirety falls is based upon the lowest level of input that is significant to the fair value measurement as follows:

●	Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets.

●

Level 2 — inputs are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

●

Level 3 — inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

Assets measured at fair value on a recurring basis

Management of the Group considers the carrying amount of cash and cash equivalents, accounts receivable, other receivables, short-term bank loans, accounts payable, amounts due to related parties, other payables and income tax payable based on the short-term maturity of these instruments to approximate their fair values because of their short-term nature. Warrants were measured at fair value using unobservable inputs and categorized in Level 3 of the fair value hierarchy (Note 18). There have been no transfers between Level 1, Level 2, or Level 3 categories during the years ended December 31, 2023, 2022 and 2021.

Assets measured at fair value on a nonrecurring basis

The Group measures its property, equipment, and intangible assets at fair value on a nonrecurring basis whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable. The Group measures the purchase price allocation at fair value on a nonrecurring basis as of the acquisition dates.

Goodwill is evaluated for impairment annually or more frequently if events or conditions indicate the carrying value of a reporting unit may be greater than its fair value. Impairment testing compares the carrying amount of the reporting unit with its fair value. In 2021, the Group performed impairment tests for goodwill caused by the reverse acquisition using the discounted cash flow method. The fair value of goodwill is a Level 3 valuation based on certain unobservable inputs including projected cash flows, terminal growth rate of 2.5%, forecasted inflation rate of 2.5%, discount rate of 12% that would be utilized by market participants in valuing these assets or prices of similar assets. For the years ended December 31, 2022 and 2021, the Company provided impairment of $nil and $143,655 against goodwill.

In 2023, the Group performed impairment tests for goodwill caused by the acquisition of a subsidiary using the discounted cash flow method. The fair value of goodwill is a Level 3 valuation based on certain unobservable inputs including projected cash flows, terminal growth rate of 2.9%, and discount rate of 23% that would be utilized by market participants in valuing these assets or prices of similar assets. For the year ended December 31, 2023, no impairment was provided against goodwill.

Warrants

Warrant

The Group accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Group’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter with changes in fair value recognized in the statements of operations in the period of change.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and cash in banks. The Group considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Prepayment for vehicle purchase and other assets

Prepayment for vehicle purchase and other assets

Prepayment for vehicle purchase, other current assets and other non-current assets consist of prepayment to the dealership operators for purchase of vehicles, advances to suppliers, deductible input VAT, and other receivables. The Group reviews suppliers credit history and background information before advancing a payment. The Group maintains an allowance for doubtful accounts based on a variety of factors, including but not limited to the aging of prepayments, concentrations, credit-worthiness, historical and current economic trends and changes in delivery patterns. If the financial condition of its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Group would provide allowance for such amount in the period when it is considered impaired. For the years ended December 31, 2023, 2022 and 2021, the Group recorded impairment loss of $23,262, $22,921 and $nil against prepayment for vehicle purchase and other current assets.

Inventory

Inventory

Inventory was comprised of the purchased new automobiles. Inventory is stated at the lower of cost or net realizable value. Inventory cost is determined by specific identification. Net realizable value is the estimated selling price less costs to complete, dispose and transport the vehicles. Selling prices are derived from historical data and trends, such as sales price and inventories turnover times of similar vehicles, as well as independent, market resources. Each reporting period the Group recognizes any necessary adjustments to reduce the cost of vehicle inventories to its net realizable value through cost of sales in the accompanying consolidated statements of operations.

Vehicle inventories are considered slow moving if they have not been sold within a 90 - day period since procurement. In estimating the level of inventories write-downs for slow moving vehicles, the Group considers historical data and forecasted customer demand, such as sales price and inventories turnover of similar vehicles with similar mileage and condition, as well as independent, market information. This valuation process requires management to make judgments, based on currently available information, and assumptions about future demand and market conditions, which are inherently uncertain. To the extent that there are significant changes to estimated vehicle selling prices or decreases in demand for used vehicles, there could be significant adjustments to reflect inventories at net realizable value. There were no write-downs of inventories recorded for the years ended December 31,2023, 2022 and 2021.

Property and equipment, net

Property and equipment, net

Property and equipment are stated at cost less accumulated depreciation and impairment if any. The depreciation is recognized on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its intended use. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in consolidated statements of operations and comprehensive loss in the year of disposition. Estimated useful lives are as follows:

		Estimated Useful Life
Computer equipment and application software		2 - 3 Years
Furniture and vehicles		5 Years

Intangible assets, net

Intangible assets, net

Intangible asset is stated at cost less accumulated amortization and impairment if any. Intangible asset is amortized in a method which reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise used up. When assets are retired or disposed of, the cost and accumulated amortization are removed from the accounts, and any resulting gains or losses are included in income/loss in the year of disposition. Estimated useful lives are as follows:


		Estimated Useful Life
Software		10 Years
Trademark		10 Years
Technology		4.3 Years - 6.3 Years

In accordance with ASC Topic 360, the Group reviews intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. Software and domain name are used for the business of Haitaoche and no impairment indicators was noted. The trademark recognized from the Reverse Acquisition were initial recognized using Relief-From-Royalty (“RFR”) method. The trademark was tested for impairment due to identification of impairment indicator. Technology is recognized on acquisition of Morning Star in August 2023.

The amount of impairment is measured as the difference between the asset’s estimated fair value and its carrying amount. The Group did not record any impairment charge for the years ended December 31, 2023, 2022 and 2021.

Goodwill

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations.

The Group assesses goodwill for impairment on annual basis as of December 31 or if indicator noted for goodwill impairment. In accordance with ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) issued by the Financial Accounting Standards Board (“FASB”) guidance on testing of goodwill for impairment, the Group will first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. If this is the case, the quantitative goodwill impairment test is required. If it is more likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the quantitative goodwill impairment test is not required.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss, compares the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. If the fair value of the reporting unit is less than its carrying amount, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.

For the goodwill recognized subsequent to the reverse acquisition on June 25, 2021, the management performed qualitative assessment and noted certain facts and circumstances indicated that it was more likely than not that the fair value of the reporting unit was less than its carrying value, which required the Group to perform a quantitative test, with the income approach using discounted cash flow (“DCF”), to determine the fair value of the KAH Group reporting unit. Based on the results of the quantitative goodwill impairment test, the Group fully impaired the goodwill generated through the reverse acquisition of $143,655 in the year ended December 31, 2021.

During the year ended December 31, 2023, the Company recognized goodwill of $38,201 arising from business combination of Morning Star (Note 5). As of December 31, 2023, no impairment was provided against the goodwill.

Impairment of long-lived assets

Impairment of long-lived assets

In accordance with ASC Topic 360, the Group reviews long-lived assets or asset group for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be fully recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Group first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Any impairment write-downs would be treated as permanent reductions in the carrying amounts of the assets and a charge to operations would be recognized. Management has performed a review of all long-lived assets and recorded impairment loss of $nil, $nil and $4,216 for other non-current assets for the years ended December 31, 2023, 2022 and 2021.

Operating lease right of -use assets

Operating lease right-of -use assets

The Group leases premises for offices under non-cancellable operating leases.

Effective January 1, 2021, the Group adopted Topic 842 using a modified retrospective transition approach for leases that exist at, or are entered into after January 1, 2021, and has not recast the comparative periods presented in the consolidated financial statements. Upon adoption of Topic 842 and the reverse acquisition, the lease liabilities are recognized upon lease commencement for operating leases based on the present value of lease payments over the lease term. The right-of-use assets are initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. As the rate implicit in the lease cannot be readily determined, the Group’s incremental borrowing rate at the lease commencement date is used in determining the imputed interest and present value of lease payments. The incremental borrowing rate was determined using a portfolio approach based on the rate of interest that the Group would have to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The Group recognizes the single lease cost on a straight-line basis over the remaining lease term for operating leases.

The Group has elected not to recognize right-of-use assets or lease liabilities for leases with an initial term of 12 months or less; expenses for these leases are recognized on a straight-line basis over the lease term.

Convertible notes

Convertible notes

The Group accounts for its convertible notes under ASC 470 Debt, using the effective interest method, as a single debt instrument, from the issuance date to the maturity date. Interest expenses are recognized in the consolidated statement of operation in the period in which they are incurred. If the convertible notes are converted into equity, the Group must extinguish the related debt liability. The Group should recognize any difference between the carrying amount of the liability and the fair value of the equity instruments issued as a gain or loss in the income statement.

Value added tax

Value added tax

Value-added tax (“VAT”) is reported as a deduction to revenue when incurred. Entities that are VAT general taxpayers are allowed to offset qualified input VAT paid to suppliers against their output VAT liabilities. Net VAT balance between input VAT and output VAT is recorded in accrued expense and other current liabilities on the consolidated balance sheets.

In 2018, the Group entered into a series of ancillary agreements to facilitate its sale of used cars for value-added tax optimization purposes, which was still applicable in 2022. Under these ancillary agreements, when the Group sources a used car, the legal ownership of the car is transferred toZhejiang Kaixin Auto Co., Ltd’s executives, and the registration is normally under the name of one of the dealership’s employees. The Group viewed itself as a service provider for VAT purpose, and therefore is only subject to value-added tax on the difference between the original purchase price and the retail price of the used cars. The Group’s other affiliated entities in the PRC, including Zhejiang Taohaoche are subject to VAT for sales of automobiles at applicable tax rates, and subsequently paid to PRC tax authorities after netting input VAT on purchases.

The Group reports revenue net of PRC’s VAT for all the periods presented in the consolidated statements of operations.

Revenue recognition

Revenue recognition

The Group accounts for revenue using Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The following five steps are applied to achieve core principle of ASC 606:

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the Group satisfies a performance obligation

The Group primarily sells automobiles to car dealers and individual customers through signing written sales contracts. The Group presents the revenue generated from its sales of automobiles on a gross basis as the Group is a principal based on the fact that the Group is primarily responsible for fulling the promise to deliver the specified used cars or new cars to the customers, the Group also has pricing discretion and obtains substantially all of the remaining benefits from the sale goods. Revenue is recognized at a point in time upon delivery, which usually coincide with the timing of the customer acceptance.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following table identifies the disaggregation of the revenue for the years ended December 31, 2023, 2022 and 2021, respectively:


	For the years ended December 31,
	2023		2022		2021
Used-car sales	$	1,420	$	80,034	$	251,054
New-car wholesales		30,048		2,806		2,786
Technical services		67		—		—
Total revenues	$	31,535	$	82,840	$	253,840

Income taxes

Income taxes

The Group accounts for income taxes using the asset/liability method prescribed by ASC 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Group records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Group’s operating subsidiaries in PRC are subject to examination by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB 100,000 ($14,100). In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.

As of December 31, 2023 and 2022, the Group did not have any significant unrecognized uncertain tax positions and the Group does not believe that its unrecognized tax benefits will change over the next twelve months. In addition, the Group did not have any interest or penalties associated with uncertain tax position for the years ended December 31, 2023, 2022 and 2021.

Foreign currency translation

Foreign currency translation

The reporting currency of the Group is the U.S. dollar (“USD” or “$”). The functional currency of subsidiaries, VIEs located in China is the Chinese Renminbi (“RMB”), the functional currency of subsidiaries located in Hong Kong is the Hong Kong dollars (“HK dollar” or “HK$”). For the entities whose functional currency is the RMB and HK$, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments are reported as foreign currency translation adjustment and are shown as a separate component of other comprehensive income (loss) in the consolidated statements of comprehensive loss.

Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date. Both exchanges rates were published by the Federal Reserve Board. Any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are shown as foreign currency exchange (loss) gains in the consolidated statements of operations and comprehensive income (loss) as incurred.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The consolidated balance sheets amount, with the exception of equity, on December 31, 2023 and December 31, 2022 were translated at RMB7.0999 to $1.00 and at RMB6.8972 to $1.00, respectively. Equity accounts were stated at their historical rates. The average translation rates applied to consolidated statements of operations and cash flows for the years ended December 31, 2023, 2022 and 2021 were RMB7.0802 to $1.00, RMB6.7290 to $1.00, and RMB6.3914 to $1.00, respectively.

Share-based compensation

Share-based compensation

Share-based payment transactions with employees, such as share options are measured based on the grant date fair value of the equity instrument. The Group recognizes the compensation costs net of estimated forfeitures using the straight-line method, over the applicable vesting period. The estimate of forfeitures will be adjusted over the requisite service period to the extent that actual forfeitures differ, or are expected to differ, from such estimates. Changes in estimated forfeitures will be recognized through a cumulative catch-up adjustment in the period of change and will also impact the amount of stock compensation expense to be recognized in future periods. Share options granted to employees with market conditions attached are measured at fair value on the grant date and are recognized as the compensation costs over the estimated requisite service period, regardless of whether the market condition has been met.

A change in any of the terms or conditions of share options is accounted for as a modification of stock options. The Group calculates the incremental compensation cost of a modification as the excess of the fair value of the modified option over the fair value of the original option immediately before its terms are modified, measured based on the share price and other pertinent factors at the modification date. For vested options, the Group recognizes incremental compensation cost in the period the modification occurred. For unvested options, the Group recognizes, over the remaining requisite service period, the sum of the incremental compensation cost and the remaining unrecognized compensation cost for the original award on the modification date.

Loss per share

Loss per share

Basic loss per share is computed by dividing net loss attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. Diluted loss per share is calculated by dividing net loss attributable to ordinary shareholders as adjusted for the effect of dilutive ordinary equivalent shares, if any, by the weighted average number of ordinary and dilutive ordinary equivalent shares outstanding during the period. Potentially dilutive shares are excluded from the computation if their effect is anti-dilutive.

Comprehensive loss

Comprehensive loss

Comprehensive loss is comprised of the Group’s net loss and other comprehensive income (loss). The components of other comprehensive income (loss) consist solely of foreign currency translation adjustments.

Commitments and contingencies

Commitments and contingencies

Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Concentration of credit risk

Concentration of credit risk

Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalent, prepayment for vehicle purchase and other receivable due from noncontrolling shareholders. The Group places its cash and cash equivalent with financial institutions with high-credit ratings and quality.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Group’s operations are carried out in the PRC. Accordingly, our business, financial condition, and results of operations may be influenced by the political, economic, and legal environment in the PRC, and by the general state of the economy of the PRC. Our operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in North America. The Group’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and cash equivalent. All of our cash is maintained with state-owned banks, commercial banks or third-party service provider certified by the People’s bank of China, such as Alipay, within the PRC. Per PRC regulations, the maximum insured bank deposit amount is RMB500 (approximately $70) for each financial institution. The Group’s total unprotected cash held in bank amounted to approximately $1,468 as of December 31, 2023. The Group has not experienced any losses in such accounts and believes the Group is not exposed to any risks on our cash held in bank accounts.

With regard to the prepayment for purchase of used car, the Group regularly monitor and performs inspection and counting on these noncontrolling shareholders’ cars inventory to ensure the prepayments are recoverable. Regarding the other receivable due from these noncontrolling shareholders, the Group has arrangement to hold the Group’s ordinary shares issued to these parties to ensure the repayment of majority of the balances.

There were no customers that accounted for 10% or more of total revenues for the years ended December 31, 2023, 2022 and 2021. No supplier that accounted for 10% or more of total purchase for the years ended December 31, 2023, 2022 and 2021 or 10% or more of prepaid expenses and other current assets balance as of December 31, 2023 and 2022.

Segment reporting

Segment reporting

The Group uses the management approach to determine operating segments. The management approach considers the internal organization and reporting used by the Group’s chief operating decision maker (“CODM”) for making decisions, allocating resources, and assessing performance. The Group’s CODM has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group.

The Group’s CODM reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Group as a whole and hence, the Group has only one reportable segment. The Group operates and manages its business as a single segment. As the Group’s long-lived assets are substantially all located in the PRC and substantially all of the Group’s revenue is derived from within the PRC, no geographical segments are presented.

Recently Adopted Accounting Standards

Recent Adopted Standards

In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. This ASU requires acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. This guidance is effective for public entities for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Group adopted ASU No. 2021-08 since January 1, 2023, and the impact of adopting this guidance on the Group’s consolidated financial statements was minimal.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses”, which will require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU 2019-05, ASU 2019-10, ASU 2019-11 and ASU 2020-02 to provide additional guidance on the credit losses standard, which defers the effective date of ASU No. 2016-13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Since as of December 31, 2022 the Company no longer qualifies as an EGC, it no longer qualifies for the deferral of the effective date available for EGCs. As such the Company adopted the standard by using the modified retrospective method, effective as of January 1, 2022, and reflected the impact in its financial statements for the year ended December 31, 2022. The impact of the adoption on the consolidated balance sheets, statements of operations, and statements of cash flows was immaterial.

In August 2020, the FASB amended guidance related to accounting for convertible instruments as part of ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Debts with Conversion and Other Options. The guidance amended the guidance on convertible debt instruments by removing accounting models for the instruments with beneficial conversion features and cash conversion features and amended the disclosure guidance on convertible debt instruments The ASU is effective for public Group for fiscal years, and interim periods within those fiscal years beginning after December 15, 2021. For all other entities including emerging growth companies, the ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2023. Since as of December 31, 2022 the Company no longer qualifies as an EGC, it no longer qualifies for the deferral of the effective date available for EGCs. As such the Company adopted the standard by using the modified retrospective method, effective as of January 1, 2022, and reflected the impact in its financial statements for the year ended December 31, 2022. The impact of the adoption on the consolidated balance sheets, statements of operations, and statements of cash flows was immaterial.

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Group’s consolidated results of operations or financial position. Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

Recent Accounting Pronouncements

On October 28, 2021, the FASB issued ASU 2021-08, which amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. Under current GAAP, an acquirer generally recognizes such items at fair value on the acquisition date. According to the FASB, this Update is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the following: (1) recognition of an acquired contract liability, and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU’s amendments are effective in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for public business entities, and are effective in fiscal years beginning after December 15, 2023, including interim periods within those fiscal years for all other entities. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In June 2022, the FASB issued ASU 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions”, which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. This guidance also requires certain disclosures for equity securities subject to contractual sale restrictions. The new guidance is required to be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. This guidance is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows.

In November 2023, the FASB issued ASU 2023-07. The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The purpose of the amendments is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The ASU applies to all public entities that are required to report segment information in accordance with ASC 280. The Company does not expect that the adoption of this guidance will have a material impact on the financial position, results of operations and cash flows.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

INTANGIBLE ASSETS, NET (Tables)

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS, NET.

Schedule of finite-lived intangible assets


	As of December 31,
	2023		2022
Trademark identified in reverse acquisition (Note 3) (1)	$	15,100	$	15,100
Technology identified in acquisition of Morning Star (Note 5) (2)		13,972		—
Software		70		72
Total		29,142		15,172
Less: Accumulated amortization		(4,704)		(2,269)
Intangible assets, net	$	24,438	$	12,903

(1)	The trademark was identified in reverse acquisition of KAH with Haitaoche on June 25, 2021. As of December 31, 2023, the trademark had remaining useful life of 7.5 years.

(2)	The technology was identified in acquisition of Morning Start on August 23, 2023. As of December 31, 2023, the trademark has remaining useful life 5.9 years.

Schedule of amortization amount of intangible asset


2024	$	3,723
2025		3,723
2026		3,723
2027		3,723
Thereafter		9,546
Total	$	24,438

DEALERSHIP SETTLEMENT

12 Months Ended

Dec. 31, 2023

DEALERSHIP SETTLEMENT

DEALERSHIP SETTLEMENT

10.DEALERSHIP SETTLEMENT

During 2017 and 2018, the Group entered into equity purchase agreements (the “Equity Purchase Agreements”) with certain dealership operators to acquire 70% equity interest of the dealerships. According to the Equity Purchase Agreements, the Group agreed to make share considerations to these dealership operators as part of the equity acquisition considerations, subject to certain payment triggers including the operating performance of the dealerships and service centers and KAH’s ordinary share price (“Contingent Consideration”). The Group recognized the Contingent Consideration as liability at fair value on the acquisition date and the subsequent changes in fair value as gain/loss into the consolidated statements of operations and comprehensive loss. In connection with the Group’s IPO on April 30, 2019, Moatable agreed to assume the Contingent Consideration from the Group, and the Group reclassified the Contingent Consideration from a liability to additional paid-in capital.

Since 2019, the Group had disruptions with certain dealership operators in operations of several dealerships. After continuous negotiations with the dealership operators, the Group entered into the amendments to Equity Purchase Agreement (the “Amendments”) with seven Dealership Operators in August 2021, to issue 1) a total of 300,917 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1) as the first batch and the first two tranches of second batch of the Contingent Consideration issuable to the dealership operators in accordance with the Equity Purchase Agreements subject to the operating performance of the dealerships and service centers before 2021; 2) a total of 478,169 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1) (“Compensation Shares”) to the dealership operators, in the purpose of alleviation of losses and distress that occurred during the temporary halt of business in the dealerships after the breakout of the pandemic and the historical dispute between the Group and the dealership operators. The number of Compensation Shares was determined through negotiation of the Group with each of the dealership operators while taking into consideration the hardships they experienced over the prior years and the need to make prompt resolution of the historical dispute with the dealership operators. The Group recognized the Compensation Shares as loss related to provision for dealership settlement based on fair value of the Compensation Shares by reference to share-based payment transactions pursuant to ASC 718.

On November 30, 2021, Renren transferred 894,841 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1) of the Company it held, to an escrow company to fully settle the Contingent Consideration shares of 547,967 (after giving effects to Share Consolidation effected in September 2023. Note 1). In addition to the Contingent Consideration shares, there were 346,874 shares (after giving effects to Share Consolidation effected in September 2023. Note 1) transferred toward settlement of the Compensation Shares, which are recognized by the Company as additional paid-in capital with a fair value of $8,897 based on the quoted price of Company’s ordinary share on the date of Renren’s transfer were treated by reference to a liability paid by the principal shareholder and thus recorded as the loss related to provision for dealership settlement in the Company’s financial statements with a corresponding credit to additional paid-in capital. The Company shall issue additional 131,295 shares (after giving effects to Share Consolidation effected in September 2023. Note 1) to the Dealership Operators to fully satisfy the Compensation Shares, which was recognized as payables loss related to provision for dealership settlement with a corresponding accrual of for dealership settlement at the fair value by reference to the quoted price of Company’s ordinary share at the commitment date with subsequent changes in fair value reflected in provision for dealership settlement. The Company, Renren and Dealership Operators agreed that the transfer of shares by Renren to the escrow company shall be deemed as fulfilment of Renren’s obligations related to the Contingent Consideration. According to the Amendments, the Dealership Operators should honor their commitments, including paying off their outstanding payables and debts to the Company, in order to obtain the shares. Consequently, the 894,841 shares (after giving effects to Share Consolidation effected in September 2023. Note 1) have been held by the escrow company since transferred from Renren, and were disclosed as issued and outstanding shares in the vesting of restricted shares award reverse acquisition item during 2021 in the Company’s Consolidated Statements of Changes in Equity. The escrow companies provide a pledge guarantee to fulfill dealership operators’ repayment obligations with shares it held. Proceeds from the sale of shares will be preferentially used to repay the outstanding payables and debts to Kaixin. The payables accrued for dealership settlement were $2,245 as of December 31, 2021. The total loss related to provision of the 478,169 Compensation Shares (after giving effects to Share Consolidation effected in September 2023. Note 1) to the Dealership Operators for the dealership settlement was $11,142 for the year 2021.

10.DEALERSHIP SETTLEMENT (CONTINUED)

In May 2022, the Company signed supplemental agreements to Equity Purchase Agreement (the “Supplemental Agreements”) with seven Dealership Operators, to confirm a total of 1,437,755 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1) as the remaining three tranches of the second batch of the Contingent Consideration will be issued to the Dealership Operators. Since then, the total of Consideration Shares and Compensation Shares were confirmed to be 2,249,918 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1). On May 26, 2022, the Company issued 1,355,077 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1) to the Dealership Operators and then put the shares into an escrow account. The 1,355,077 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1) shares are recognized by the Company as ordinary shares and additional paid-in capital with a total fair value of $17,379 based on the quoted price of Company’s ordinary share on the date of transfer. The payable for dealership settlement recognized as of December 31, 2021 amounting to $2,245 was also fully settled by the shares issued. As agreed with the Dealership Operators, the ordinary shares in the escrow companies were used to secure the repayment of the Dealership Operators’ outstanding payables to the Company.

DISPOSAL OF SUBSIDIARIES - Gain regarding divestiture of disposal group (Details) $ in Thousands	Oct. 27, 2022 USD ($)
DISPOSAL OF SUBSIDIARIES
The carrying amount of any noncontrolling interest	$ 3,954
Net liabilities	24,276
Total	28,230
Less: fair value of preferred shares issued to Stanley Star	24,592
Gain on disposal of subsidiaries	$ 3,638

INTANGIBLE ASSETS, NET - Amortization amount of intangible asset (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
INTANGIBLE ASSETS, NET
2024	$ 3,723
2025	3,723
2026	3,723
2027	3,723
Thereafter	9,546
Intangible assets, net	$ 24,438	$ 12,903

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Revenue, net

$ 31,535

$ 82,840

$ 253,840

Cost of revenues

31,193

82,194

248,583

Gross Profit

342

646

5,257

Selling and marketing expenses

3,313

2,097

481

General and administrative expenses

18,013

46,488

43,734

Impairment of goodwill

143,655

Total Operating Expenses

21,326

48,585

187,870

Loss from Operations

(20,984)

(47,939)

(182,613)

Other (expenses) income, net

(9)

728

(4)

Foreign currency exchange loss

(10)

(139)

(432)

Interest expense, net

(525)

(1,034)

(245)

Gain on disposal of subsidiaries

1,578

Change in fair value of warrants

(208)

316

1,995

Impairment of other receivables

(8,848)

Impairment of prepaid expenses and other current assets

(23,262)

(22,921)

(4,216)

Provision for dealership settlement

(15,134)

(11,142)

Other expenses, net

(32,798)

(36,606)

(14,044)

Loss Before Income Tax

(53,782)

(84,545)

(196,657)

Income tax benefit (expenses)

228

(74)

729

Net Loss

(53,554)

(84,619)

(195,928)

Less: net income attributable to non-controlling interests

651

Net Loss Attributable to Kaixin's Shareholders

(53,563)

(84,706)

(196,579)

Other Comprehensive (Loss) Income

Foreign currency translation adjustment

(1,343)

1,866

512

Comprehensive Loss

(54,897)

(82,753)

(195,416)

Less: comprehensive income (loss) attributable to non-controlling interest

754

940

(768)

Comprehensive Loss Attributable to Kaixin's Shareholders

$ (54,143)

$ (81,813)

$ (196,184)

Loss Per Share

Loss Per Share - basic

^[1]

$ (2.34)

$ (6.35)

$ (25.77)

Loss Per Share - diluted

^[1]

$ (2.34)

$ (6.35)

$ (25.77)

Weighted Average Shares Used in Calculating Net Loss Per Share

Weighted Average Shares Used in Calculating Net Loss Per Share - Basic

^[1]

22,883,555

13,344,477

7,627,757

Weighted Average Shares Used in Calculating Net Loss Per Share - diluted

^[1]

22,883,555

13,344,477

7,627,757

[1]	Retroactively restated to give effect to a share consolidation at a ratio of one-for-fifteenth ordinary shares effective on September 14, 2023.

SHARE-BASED COMPENSATION - Assumptions used in determining the fair value of share options granted (Details) - Kaixin Auto Group 2021 Plan	12 Months Ended
	Dec. 31, 2023 $ / shares
SHARE-BASED COMPENSATION
Risk-free interest rate, minimum	2.50%
Risk-free interest rate, maximum	3.00%
Volatility, minimum	45.00%
Volatility, maximum	46.00%
Expected term (in years)	10 years
Exercise price	$ 0.01
Fair value of the shares	0.88
Minimum
SHARE-BASED COMPENSATION
Fair value of the shares	2.12
Maximum
SHARE-BASED COMPENSATION
Fair value of the shares	$ 3.36

EQUITY - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 07, 2023	Dec. 31, 2023	Nov. 11, 2023	Sep. 15, 2023	Sep. 14, 2023	Sep. 13, 2023	Dec. 31, 2022	Dec. 29, 2020	Dec. 31, 2017
Equity
Warrants outstanding							263,863
Exercise price of warrants								$ 3.00
Restricted net assets		$ 118,909					$ 121,656
Ordinary shares, par value (in dollars per share)		$ 0.00075		$ 0.00005	$ 0.00075	$ 0.00005	$ 0.00075
Purchase Agreement
Equity
Exercise price of warrants								$ 3.00
Purchase Agreement \| Investor
Equity
Exercise price of warrants			$ 1.80
Shares Issued Price Per Share			1.80
Purchase Agreement \| Investor \| Class A Ordinary Shares
Equity
Issuance of preferred shares (in shares)	10,500,000
Ordinary shares, par value (in dollars per share)	$ 0.00075
Shares Issued Price Per Share	$ 0.87		0.87
Number of shares issued to each investor	3,500,000
2019 warrants
Equity
Warrants outstanding							1,000,000
Exercise price of warrants		172.50
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, Stock Price Trigger		$ 0.01
Minimum threshold written notice period for redemption of warrants		30 days
Closing price of share for threshold trading days		20 days
Closing price of share for threshold consecutive trading days		3 days
Class Of Warrant Or Right, Redemption Of Warrants Or Rights, Last Sales Price of the Ordinary Shares		$ 18.00
Issued With Units In The IPO
Equity
Warrants outstanding									10,318,145
Issued To E&A Callet
Equity
Warrants outstanding							375,000
2023 Warrants \| Purchase Agreement \| Investor
Equity
Exercise price of warrants	$ 1.00		$ 1.00
Warrant share issued	10,500,000
Kaixin Auto Holdings \| 2019 warrants
Equity
Warrants outstanding							11,957,008

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Schedule of accrued expenses and other current liabilities


	As of December 31,
	2023		2022
Due to buyer of KAG arising from disposal of KAG (Note 4)	$	4,158	$	—
Loan payable (1)		211		3,000
Accrued professional fee		587		2,215
Individual income tax payable		2,207		2,207
Used car services payables		284		419
Other taxes payable		135		181
Others		1,321		1,357
Total	$	8,903	$	9,379

(1)	Loans payable

As of December 31, 2022, the balance of loans payable consisted of the following:


Lender	Interest rate		Issuance Date	Maturity Date	December 31, 2022
Scytech Limited	0	%	On September 21, 2022	December 31, 2023	$	2,700
CPL Yellow stones Limited	5% per annum		On December 21, 2022	March 31, 2023	$	200
Yunfeiyang Limited	5% per annum		On December 21, 2022	March 31, 2023	$	100

Schedule of loan payable


Lender	Interest rate		Issuance Date	Maturity Date	December 31, 2022
Scytech Limited	0	%	On September 21, 2022	December 31, 2023	$	2,700
CPL Yellow stones Limited	5% per annum		On December 21, 2022	March 31, 2023	$	200
Yunfeiyang Limited	5% per annum		On December 21, 2022	March 31, 2023	$	100


					December 31,
Lender	Interest rate		Issuance Date	Maturity Date	2023
Shanghai Wuxia Jindongxue Technology Co., Ltd.	0	%	On August 29, 2023	Payable on demand	$	211

CONVERTIBLE NOTES (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Nov. 19, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 08, 2022
Convertible Notes
Proceeds from convertible loan			$ 2,000	$ 2,000
Interest expenses		$ 525	1,034	223
Convertible notes payable		$ 2,392	4,305
Convertible Promissory Notes A
Convertible Notes
Stock issued during period, shares, conversion of convertible debt		441,612
Debt conversion converted instrument		$ 2,050
Convertible Debt
Convertible Notes
Aggregate principal amount	$ 2,180
Principal amount	160
Transaction expense amount	20
Proceeds from convertible loan	$ 2,000
Interest rate (as a percent)	8.00%
Loan period	18 months
Convertible threshold period	6 months
Conversion price	$ 45.00
Interest expenses		$ 493	$ 683	$ 22
Convertible Debt \| Convertible Promissory Notes A
Convertible Notes
Principal amount	$ 2,180
Convertible Debt \| Convertible Promissory Notes B
Convertible Notes
Principal amount					$ 2,180

ORGANIZATION AND PRINCIPAL ACTIVITIES - Acquisition of a subsidiary (Details) - USD ($)	Aug. 22, 2023	Dec. 31, 2023
Morning Star
ORGANIZATION AND PRINCIPAL ACTIVITIES
Percentage of ownership		100.00%
Morning Star
ORGANIZATION AND PRINCIPAL ACTIVITIES
Consideration transferred	$ 20,250
Shares issued as consideration	6,666,667
Morning Star \| Morning Star
ORGANIZATION AND PRINCIPAL ACTIVITIES
Percentage of ownership	100.00%

PREPAID EXPENSES AND OTHER CURRENT ASSETS

12 Months Ended

Dec. 31, 2023

PREPAID EXPENSES AND OTHER CURRENT ASSETS

PREPAID EXPENSES AND OTHER CURRENT ASSETS

7.PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of December 31, 2023 and 2022, prepaid expenses and other current assets consisted of the following:


	As of December 31,
	2023		2022
Prepayment for purchase of used vehicles (1)	$	—	$	18,252
Other receivables from dealerships (2)		—		9,546
Deductible input VAT		—		7
Others		597		191
		597		27,996
Less: valuation allowance		—		(1,675)
	$	597	$	26,321

For the years ended December 31, 2023, 2022 and 2021, the Group provided impairment of $23,262, $22,921 and $nil against prepayments for vehicle purchase and other receivables from dealerships.

(1)	The balance mainly represents prepayments made to the used-car dealership operators, with whom the Group set up special purpose holding companies to operate the used car business. The used car business primarily focused on purchase of used vehicles from the market.

(2)	The balance represents cash advances paid to the dealership operators for operating purposes. The balance is secured using ordinary shares of the Group issued to them as agreed with the dealership operator (Note 10).

ACQUISITION OF MORNING STAR (Tables)

12 Months Ended

Dec. 31, 2023

ACQUISITION OF MORNING STAR

Schedule of estimated fair values of the identifiable assets acquired


	Amount
Fair value of consideration transferred (1)	$	161,760

Fair value of the assets acquired and the liabilities assumed
Cash and cash equivalents	$	4,299
Prepaid expense		46,708
Property plant and equipment		31
Trademark (Intangible Assets)		15,100
Right-of-use assets		47
Goodwill		143,655
Subtotal of total assets		209,840
Short-term bank loan		(8,195)
Accounts payable		(406)
Advance from customers		(461)
Short-term lease liabilities		(32)
Other payables		(13,198)
Amounts due to RPT		(4,288)
Income tax payable		(4,079)
Warrants		(2,335)
Mezzanine equity-Preferred shares		(1,437)
Subtotal of total liabilities		(34,431)
Less: Non-controlling interest		(7,649)
Less: Preferred shares (2)		(6,000)
Total net assets	$	161,760

(1)

The fair value of 4,628,333 ordinary shares (after giving effects of the Share Consolidation as mentioned above) issued to pre-reverse acquisition KAH shareholders is $161,760 based on the quoted fair market value of $34.95 per ordinary share (after giving effects of the Share Consolidation as mentioned above) on June 25, 2021.

(2)	It represented Series D convertible preferred shares of KAH issued to Moatable, Inc. on April 8, 2021 (see Note 18)

Morning Star

ACQUISITION OF MORNING STAR

Schedule of estimated fair values of the identifiable assets acquired


	August 22,
	2023
Net tangible assets	$	420
Technologies (1)		13,972
Goodwill		38,201
Deferred tax liabilities		(3,493)
Total purchase consideration	$	49,100

Schedule of unaudited pro forma financial information


Account Name	For the years ended December 31, 2023
	Kaxin		Morning Star		Pro Forma Adjustment			Pro Forma Financial Data

Revenues, net	$	31,535	$	—	$	—		$	31,535
Cost of revenues		31,193		—		—			31,193
Gross profit		342		—		—			342

Operating expenses
Selling and marketing expenses		3,313		—		—			3,313
General and administrative expenses		17,944		69		536	(a)		18,549
Total operating expenses		21,257		69		536			21,862
Loss from operations		(20,915)		(69)		(536)			(21,520)

Other Income (expenses)
Other income (expenses), net		(9)		—		—			(9)
Foreign currency exchange gain (loss)		(10)		—		—			(10)
Interest expense, net		(525)		—		—			(525)
Gain on disposal of subsidiaries		64		—		—			64
Change in fair value of warrants		(208)		—		—			(208)
Impairment of prepaid expenses and other current assets		(32,110)		—		—			(32,110)
Total other income (expenses), net		(32,798)		—		—			(32,798)

Loss Before Income Taxes		(53,713)		(69)		(536)			(54,318)

Income tax benefit (expenses)		228		—		134	(b)		362

Net Loss	$	(53,485)	$	(69)	$	(402)		$	(53,956)

The consolidated statement of operations of Morning Star was for the period from January 1, 2023 to August 21, 2023.

(a)	Reflects amortization of technologies of $536 arising from the acquisition.

(b)	Reflects amortization of deferred tax liabilities of $134 in relation to amortization of intangible assets arising from the acquisition.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Foreign currency translation adjustment, tax	$ 0

EQUITY (Tables)

12 Months Ended

Dec. 31, 2023

EQUITY

Schedule of fair value measurement inputs and valuation techniques


	As of November 7, 2023
	2023 Warrant
Risk-free rate of return		4.37	%
Estimated volatility rate		53.29	%
Dividend yield		0	%
Spot price of underling ordinary share		0.88
Exercise price	$	1.8
Fair value of warrant	$	926


	As of July 3, 2022
	2022 Warrant
Risk-free rate of return		2.60	%
Estimated volatility rate		57.21	%
Dividend yield		0	%
Spot price of underling ordinary share		1.035
Exercise price	$	1
Fair value of warrant	$	2,027

SHORT-TERM BANK BORROWING

12 Months Ended

Dec. 31, 2023

SHORT-TERM BANK BORROWING

SHORT-TERM BANK BORROWING

14.SHORT-TERM BANK BORROWING


	As of December 31,
	2023		2022
East West Bank	$	—	$	2,000
	$	—	$	2,000

As of December 31, 2022, the borrowing from East West Bank bore an interest rate of 6% per annum. With Disposal of Renren Finance Inc and its subsidiaries and VIEs and VIEs’ subsidiaries (Note 4), the borrowing was transferred to and assumed by Stanley Star, while the Group was obliged to pay interest expenses on a monthly basis.

Interest expenses were $525, $1,034 and $223, respectively, recorded for bank loans in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2023, 2022 and 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY - BALANCE SHEETS (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

Oct. 27, 2022

ASSETS

Cash and cash equivalents

$ 2,085

$ 7,102

Due from related parties

8,848

Amounts due from related parties

9,546

TOTAL ASSETS

67,633

55,682

LIABILITIES AND SHAREHOLDERS' EQUITY

Accrued expenses and other current liabilities

8,903

9,379

Convertible note

2,392

4,305

TOTAL LIABILITIES

18,616

20,179

Shareholders' equity

Ordinary Shares (par value of $0.00075 per shares; 66,666,667 shares authorized, 49,806,556 and 15,891,257 shares issued as of December 31, 2023 and 2022, respectively. 49,806,556 and 15,216,681 shares outstanding as of December 31, 2023 and 2022, respectively)*

^[1]

Additional paid-in capital

399,117

312,831

Statutory reserve

Accumulated deficit

(336,571)

(283,008)

Accumulated other comprehensive loss

890

1,470

$ 2,060

TOTAL KAIXIN AUTO HOLDINGS' SHAREHOLDERS' EQUITY

45,583

31,315

TOTAL LIABILITIES AND EQUITY

67,633

55,682

Series F convertible preferred shares

Shareholders' equity

Preferred Stock, Value, Issued

Series D convertible preferred shares

Shareholders' equity

Preferred Stock, Value, Issued

Related Party

ASSETS

Due from related parties

1,455

LIABILITIES AND SHAREHOLDERS' EQUITY

Amounts due to related parties

2,187

1,627

Other liability

2,187

1,627

Legal entities | Parent

ASSETS

Cash and cash equivalents

170

171

Due from related parties

20,665

9,830

Amounts due from related parties

44,574

3,726

Investment in subsidiaries

27,964

TOTAL ASSETS

65,409

41,691

LIABILITIES AND SHAREHOLDERS' EQUITY

Accrued expenses and other current liabilities

4,965

4,257

Convertible note

2,392

4,305

Deficits in investment in subsidiaries

12,438

TOTAL LIABILITIES

19,826

10,376

Shareholders' equity

Additional paid-in capital

399,117

312,831

Subscription receivable

(17,900)

Statutory reserve

Accumulated deficit

(336,571)

(283,000)

Accumulated other comprehensive loss

890

1,470

TOTAL KAIXIN AUTO HOLDINGS' SHAREHOLDERS' EQUITY

45,583

31,315

TOTAL LIABILITIES AND EQUITY

65,409

41,691

Legal entities | Parent | Series F convertible preferred shares

Shareholders' equity

Preferred Stock, Value, Issued

Legal entities | Parent | Series D convertible preferred shares

Shareholders' equity

Preferred Stock, Value, Issued

Legal entities | Parent | Related Party

LIABILITIES AND SHAREHOLDERS' EQUITY

Amounts due to related parties

200

Other liability

$ 31

200

Legal entities | Parent | Nonrelated Party

LIABILITIES AND SHAREHOLDERS' EQUITY

Amounts due to related parties

1,614

Other liability

$ 1,614

[1]	Retroactively restated to give effect to a share consolidation at a ratio of one-for-fifteenth ordinary shares effective on September 14, 2023.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

22.SUBSEQUENT EVENTS

In April 2024, the Company changed its legal name from Kaixin Auto Holdings to Kaixin Holdings. The Company’s ordinary shares will commence trading on the Nasdaq Capital Market under the new name at the market open on April 10, 2024. No action by the Company’s shareholders is required with respect to the name change. The CUSIP number for the Company’s ordinary shares will remain unchanged.

On January 2, 2024, KAG adopted a 2024 Equity Incentive Plan (the “Plan”), as approved and authorized by the board of directors of the Group and its compensation committee. The Group may grant options, restricted shares, restricted share units and other types of awards to its employees, consultants and members of the board of directors pursuant to the Plan. The Plan will expire upon the tenth anniversary of the effective date.

Under the Plan, the maximum aggregate number of the ordinary shares of the Group available for grant of awards consists of 8,000,000 Class A ordinary shares of the Group, par value of US$0.00075 per share and 1,000,000 Class B ordinary shares of the Group, par value of US$0.00075 per share. Among the authorized Class B ordinary shares of the Group available for grant under the Plan, 550,000 Class B ordinary shares shall be awarded to Mr. Mingjun Lin, the Chief Executive Officer of the Group, and 450,000 Class B ordinary shares shall be awarded to Ms. Yi Yang, the Chief Financial Officer of the Group. The Group has issued an aggregate of 1,000,000 Class B ordinary shares to Mr. Mingjun Lin and Ms. Yi Yang on January 3, 2024. According to the currently effective Fourth Amended and Restated Memorandum and Articles of Association of the Group, Class B ordinary shares entitle the holders thereof the same rights as Class A ordinary shares except for the voting rights and the conversion rights. Each Class A ordinary share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Group, and each Class B ordinary share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Group. Each Class B ordinary share is convertible into one (1) Class A ordinary share, but Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

EQUITY - Calculation of warrants using Black-Scholes pricing model (Details)	Nov. 07, 2023 $ / shares	Jul. 03, 2022 $ / shares
Risk-free rate
Measurement Inputs
Fair value of warrants	4.37	2.60
Volatility
Measurement Inputs
Fair value of warrants	53.29	57.21
Expected dividend rate
Measurement Inputs
Fair value of warrants	0	0
Spot price of underling ordinary share
Measurement Inputs
Fair value of warrants	0.88	1.035
Exercise price
Measurement Inputs
Fair value of warrants	1.8	1
Fair value of warrant
Measurement Inputs
Fair value of warrants	926	2,027

DISPOSAL OF SUBSIDIARIES - Disposal of KAG (Details) - Disposal Group - Kaixin Auto Group ("KAG") - USD ($) $ in Thousands	Dec. 31, 2023	Jun. 30, 2023
DISPOSAL OF SUBSIDIARIES
Consideration		$ 4,158
Accrued expenses and other current liabilities
DISPOSAL OF SUBSIDIARIES
Consideration	$ 4,158

LEASE - Summary of future minimum rent payable under non-cancellable operating leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]
2024	$ 134
2025	163
2026	97
Total lease payments	394
Less: Imputed interest	(30)
Present value of lease liabilities	$ 364	$ 430

LEASE

12 Months Ended

Dec. 31, 2023

LEASE

LEASE

12.LEASE

The Group leases offices space under one non-cancelable operating lease with lease term of five years. The Group considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of right of use assets and lease liabilities. Lease expense for lease payment is recognized on a straight-line basis over the lease term. Leases with initial term of 12 months or less are not recorded on the balance sheet.

The Group determines whether a contract is or contains a lease at inception of the contract and whether that lease meets the classification criteria of a finance or operating lease. When available, the Group uses the rate implicit in the lease to discount lease payments to present value; however, most of the Group’s leases do not provide a readily determinable implicit rate. Therefore, the Group discount lease payments based on an estimate of its incremental borrowing rate.

12.LEASE (CONTINUED)

The Group’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Supplemental balance sheet information related to operating lease was as follows:


	As of December 31,
	2023		2022
Right-of-use assets	$	389	$	428

Lease liabilities current		126		119
Lease liabilities non-current		238		311
Total operating lease liabilities	$	364	$	430

The weighted average remaining lease terms and discount rates for the operating lease as of December 31, 2023 were as follows:


Remaining lease term and discount rate:
Weighted average remaining lease term (years)	2.86
Weighted average discount rate	11.3	%

For the years ended December 31, 2023, 2022 and 2021, operating lease asset of $328, $nil and $515 was obtained in exchange for operating lease liabilities, respectively. For the years ended December 31, 2023, 2022 and 2021, cash prepaid for amounts included in the measurement of lease liabilities were $nil, $nil and $31, respectively, for the years ended December 31, 2023, 2022 and 2021.

During the years ended December 31, 2023, 2022 and 2021, the Group incurred total operating lease expenses of $160, $133 and $29 respectively.

As of December 31, 2023, the future minimum rent payable under non-cancelable operating leases were:


2024	$	134
2025		163
2026		97
Total lease payments		394
Less: imputed interest		(30)
Present value of lease liabilities	$	364

SUBSEQUENT EVENTS (Details) - $ / shares	Jan. 03, 2024	Jan. 02, 2024	Dec. 31, 2023	Sep. 15, 2023	Sep. 14, 2023	Sep. 13, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Ordinary shares, par value (in dollars per share)			$ 0.00075	$ 0.00005	$ 0.00075	$ 0.00005	$ 0.00075
Subsequent events \| Equity Incentive Plan 2024 \| Class A Ordinary Shares
Subsequent Event [Line Items]
Ordinary shares of the group available for grant		8,000,000
Subsequent events \| Equity Incentive Plan 2024 \| Class B Ordinary Shares
Subsequent Event [Line Items]
Ordinary shares of the group available for grant		1,000,000
Ordinary shares, par value (in dollars per share)		$ 0.00075
Subsequent events \| Equity Incentive Plan 2024 \| Class B Ordinary Shares \| Related Party
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	1,000,000
Subsequent events \| Equity Incentive Plan 2024 \| Mr. Lin \| Class B Ordinary Shares \| Related Party
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	550,000
Subsequent events \| Equity Incentive Plan 2024 \| Mr. Yi Yang \| Class B Ordinary Shares
Subsequent Event [Line Items]
Stock Issued During Period, Shares, New Issues	450,000

ORGANIZATION AND PRINCIPAL ACTIVITIES

12 Months Ended

Dec. 31, 2023

ORGANIZATION AND PRINCIPAL ACTIVITIES

ORGANIZATION AND PRINCIPAL ACTIVITIES

1.	ORGANIZATION AND PRINCIPAL ACTIVITIES

Kaixin Holdings (formerly known as Kaixin Auto Holdings) (“the Company” or “KAH”), was incorporated in the Cayman Islands in 2016.

On June 25, 2021, KAH completed a business combination with Haitaoche Limited (“Haitaoche”, or “HTC”), resulting in KAH acquiring 100% of the share capital of Haitaoche in exchange for an aggregate of 4,935,700 ordinary shares (after giving effects of the Share Consolidation as mentioned below), which was issued to several former shareholders of Haitaoche. The business combination was treated as a reverse acquisition of KAH under ASC 805, using the acquisition method of accounting, and Haitaoche was deemed to be the accounting acquirer. (See Note 3).

Following the completion of the reverse acquisition, KAH is the consolidated parent of Haitaoche and the resulting company operates under the KAH corporate name. Haitaoche’s historical financial statements became the historical financial statements of the Group. The acquired assets and liabilities of KAH are included in the Group’s consolidated balance sheets since June 25, 2021 and the results of its operations and cash flows are included in the Group’s consolidated statement of operations and comprehensive loss and cash flows for periods beginning after June 25, 2021.

On September 14, 2023, the Group effected a share consolidation at a ratio of one-for-fifteenth (15) ordinary shares with a par value of US$0.00005 each in the Group’s issued and unissued share capital into one ordinary share with a par value of US$0.00075 (“the Share Consolidation”). Immediately following the Share Consolidation, the authorized share capital of the Group to be US$50,000 divided into 1,000,000,000 ordinary shares of a par value of US$0.00005 per share and 66,666,667 preferred shares of a par value of US$0.00075 per share.

Acquisition of a subsidiary

On August 22, 2023, the Group closed the acquisition of 100% equity interest in Morning Star Auto Inc. (“Morning Star”) at share consideration of $20,250. The Group issued 6,666,667 ordinary shares (after giving effects of the Share Consolidation as mentioned above) in the acquisition.

Setup new subsidiaries

In September 2023, the Group, through one of its subsidiaries in the PRC, set up one subsidiary, namely, Zhejiang Kaixin Yuanman Business Management Co. Ltd.. The Group owned 100% equity interest in the subsidiary.

In February through March 2023, the Group, through one of its subsidiaries in the PRC, set up three subsidiaries. Namely, Zhejiang Kaixin Daman Automobile Trading Co. Ltd., Zhejiang Kaixin Jingtao Automobile Trading Co. Ltd., and Zhejiang Kaixin Manman Commuting Technology Co. Ltd. The Group owned 70% equity interest in these three subsidiaries.

Disposition of subsidiaries

On February 2, 2023, the Company entered into a share transfer agreement with Kairui Consulting Hong Kong Limited (“Karui”), pursuant to which the Company transferred 100% equity interest in Zhejiang Taohaoche Technology Co., Ltd. (“Zhejiang Taohaoche”), a subsidiary engaged in new car trading business, at consideration of $2,700,000. In addition, the Company, Karui and Scytech Limited (“Sytech”) entered into a settlement agreement, pursuant to which Kairui would pay $2,700,000 to Scytech Limited to settled the Company’s liabilities due to Scytech. The management believed the transfer of share interest in Zhejiang Taohaoche does not represent a strategic shift that has (or will have) a major effect on the Company’s operations and financial results. The termination is not accounted as discontinued operations in accordance with ASC 205-20.

1.ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)

In June 2023, the Group disposed of KAG, a Cayman holding company, to a third party. Upon disposal, KAG was a holding company and had net asset deficit of $4,158. Pursuant to the disposal agreement with third party, the Company would make payments, in the amount of net asset deficit of KAG, to the third party in the event that the net assets of KAG was below zero. Accordingly, The Group did not recognize disposal gain or loss from disposal of KAG. As of December 31, 2023, the Company did not make payments of $4,158 to the third party, and recorded the balance in accrued expenses and other current liabilities.

On August 5, 2022, the Company, through Kaixin Auto Group (“KAG”), its former subsidiary in Cayman Island, entered into a shares transfer agreement (the “Agreement”) with Stanley Star. Pursuant to the Agreement, the Group sold all the shares it held in Renren Finance Inc and its subsidiaries and VIEs and VIEs’ subsidiaries (collectively “Disposal Group”) to Stanley Star at a consideration of $1 and additional compensation shall be made if the net liabilities of the Disposal Group were different as of the closing date.

On December 28, 2022, KAG and Stanley Star entered into a supplement agreement to issue $50,000 convertible preferred shares of the Company to Stanley Star as part of consideration to compensate the difference of net asset between the closing date and the agreement date. On March 24, 2023, KAG and Stanley Star entered into an amendment to the supplement agreement that modified specific terms of the $50 million preferred stock issued by the Company to Stanley Star.

Effectively completed on October 27, 2022, the Group disposed all the shares it held in Renren Finance Inc, which holds all the Group’s VIEs and VIEs’ subsidiaries in China (collectively referred to as the “Disposal group”), to Stanley Star Group Inc. (“Stanley Star” or “the Buyer”), a third-party company incorporated in BVI. (See Note 4)

PRC regulations currently limit direct foreign ownership of business entities providing value-added telecommunications services and internet services in the PRC where certain licenses are required for the provision of such services. To comply with the PRC laws and regulations, the Company used to primarily conduct such kind of business in China through the Company’s VIEs, i.e. Anhui Xin Jieying Automobile Sales Co., Ltd (“Anhui Xin Jieying”, formerly known as Zhejiang Jieying Automobile Sales Co., Ltd and Shanghai Jieying Automobile Sales Co., Ltd), Shanghai Qianxiang Changda Internet Information Technology Development Co.,Ltd. (“Shanghai Changda”), Ningbo Jiusheng Automobile Sales and Services Co., Ltd. (“Ningbo Jiusheng”) and Qingdao Shengmei lianhe Import Automobile Sales Co., Ltd. (“Qingdao Shengmei”) and their subsidiaries, based on a series of contractual arrangements by and among Zhejiang Kaixin Auto. Co., Ltd. (“Zhejiang Kaixin”), Shanghai Renren Automotive Technology Group Co., Ltd. (“Shanghai Auto”), Zhejiang Taohaoche Technology Co., Ltd. (“Zhejiang Taohaoche”, formerly known as Ningbo Taohaoche Technology Co., Ltd.), the Company’s VIEs and their nominee shareholders. The contractual arrangements include Shareholders’ Voting Rights Proxy Agreements, Executive Call Option Agreements, Equity Pledge Agreements and Exclusive Business Cooperation Agreements.

With the disposition of Renren Finance Inc, all VIEs were disposed as of October 27, 2022 (“closing date”) (see Note 4).

The Company and its consolidated subsidiaries, are collectively referred to as the “Group”. The Group is primarily engaged in sales of domestic automobiles and the used car sales business in the People’s Republic of China (“PRC”).

1.ORGANIZATION AND PRINCIPAL ACTIVITIES (CONTINUED)

The major subsidiaries of the Company as of December 31, 2023 are summarized as below:


	Later of date of
	incorporation or	Place of	% of
Name of Subsidiaries	acquisition	Incorporation	Ownership		Principal Activities
Major subsidiaries:
Jet Sound Hong Kong Company Limited	May 7, 2011	Hong Kong	100	%	Investment holding
Zhejiang Kaixin Auto Co., Ltd	April 4, 2021	PRC	100	%	Used car trading business
Chongqing Jieying Shangyue Automobile Sales Co., Ltd.	July 3, 2017	PRC	70	%	Used car trading business
Wuhan Jieying Chimei Automobile Sales Co., Ltd.	November 20, 2017	PRC	70	%	Used car trading business
Anhui Kaixin New Energy Vehicle Co., Ltd.	January 25, 2022	PRC	100	%	New energy vehicle trading business
Morning Star	August 22, 2023	PRC	100	%	New energy vehicle trading business

SHARE-BASED COMPENSATION - Kaixin Auto 2023 Plan (Details) - Kaixin 2023 Plan - shares	12 Months Ended
	Dec. 31, 2023	Mar. 13, 2023
SHARE-BASED COMPENSATION
Aggregate number of shares to be issued		2,633,333
Restricted shares
SHARE-BASED COMPENSATION
Options granted	2,633,333

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

LEASE - Additional information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
LEASE
Lease Term	5 years
Operating lease asset	$ 328		$ 515
Cash prepaid for the operating lease asset		$ 0	31
Operating lease expense	$ 160	$ 133	$ 29

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY- STATEMENTS OF OPERATIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS
General and administrative expenses	$ 18,013	$ 46,488	$ 43,734
Other income (expenses), net	(9)	728	(4)
Loss Before Income Tax	(53,782)	(84,545)	(196,657)
Income tax expense	(228)	74	(729)
Net Loss	(53,554)	(84,619)	(195,928)
Legal entities \| Parent
CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS
Share of loss of subsidiaries and VIEs	(40,402)	(78,256)	(196,579)
General and administrative expenses	(13,140)	(5,897)
Other income (expenses), net	(12)	(465)
Loss Before Income Tax	(53,554)	(84,619)	(196,579)
Net Loss	$ (53,554)	$ (84,619)	$ (196,579)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

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+ Details

RELATED PARTY TRANSACTIONS AND BALANCES (Details) - Related Party - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Related party transactions and balances
Amounts due to related parties	$ 2,187	$ 1,627
Moatable Inc
Related party transactions and balances
Amounts due to related parties	1,278	1,427
Henan Yujie
Related party transactions and balances
Amounts due to related parties	808
Mr. Lin
Related party transactions and balances
Amounts due to related parties	71	$ 200
Others
Related party transactions and balances
Amounts due to related parties	$ 30

INCOME TAXES - Movements of valuation allowances (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Rollforward of valuation allowances of deferred tax assets
Balance as of beginning of year	$ 1,061	$ 25,240	$ 388
Current year addition	8,455	5,267	1,454
Current year reversal		(7,039)	(753)
Reduction due to usage of NOL		(42)	(25)
Reduction due to statute expiration		(288)	(193)
Decrease in disposal of subsidiaries		(22,077)
Reverse acquisition			23,843
Exchange rate effect	(336)		526
Balance as of the end of the year	$ 9,180	$ 1,061	$ 25,240

SHARE-BASED COMPENSATION - Fair value of share options granted (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	May 03, 2019	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Kaixin Auto 2019 Plan
SHARE-BASED COMPENSATION
Options granted	2,186,364
Kaixin Auto Group 2021 Plan
SHARE-BASED COMPENSATION
Closing stock price		$ 0.88
Unrecognized share-based compensation expense		$ 0
Kaixin Auto Group 2021 Plan \| Restricted Stock [Member]
SHARE-BASED COMPENSATION
Options granted		1,773,067	1,369,000
Unrecognized share-based compensation expense		$ 2,467
Unrecognized share-based compensation expense, expected recognition period		4 years 1 month 6 days
Fair value of options vested		$ 11,897	$ 40,078	$ 38,669

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

INTANGIBLE ASSETS, NET

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS, NET.

INTANGIBLE ASSETS, NET

8.INTANGIBLE ASSETS, NET

As of December 31, 2023 and 2022, intangible assets, net consisted of the following:


	As of December 31,
	2023		2022
Trademark identified in reverse acquisition (Note 3) (1)	$	15,100	$	15,100
Technology identified in acquisition of Morning Star (Note 5) (2)		13,972		—
Software		70		72
Total		29,142		15,172
Less: Accumulated amortization		(4,704)		(2,269)
Intangible assets, net	$	24,438	$	12,903

(1)	The trademark was identified in reverse acquisition of KAH with Haitaoche on June 25, 2021. As of December 31, 2023, the trademark had remaining useful life of 7.5 years.

(2)	The technology was identified in acquisition of Morning Start on August 23, 2023. As of December 31, 2023, the trademark has remaining useful life 5.9 years.

For the years ended December 31, 2023, 2022 and 2021, amortization expense was $2,436, $1,531, $785, respectively. The following is a schedule, by fiscal years, of amortization amount of intangible asset as of December 31, 2023:


2024	$	3,723
2025		3,723
2026		3,723
2027		3,723
Thereafter		9,546
Total	$	24,438

MEZZANINE EQUITY AND WARRANT LIABILITIES - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended		12 Months Ended
	Apr. 08, 2021	Dec. 29, 2020	Aug. 31, 2021	Mar. 31, 2021	Dec. 31, 2023	Sep. 15, 2023	Sep. 14, 2023	Dec. 31, 2022	Dec. 28, 2020
Mezzanine equity and warrant liabilities
Preferred shares, authorized						66,666,667	66,666,667
Warrants exercise price		$ 3.00
Volume-weighted average price					$ 3.00
Fair value allocated to warrrants					$ 1,690
Converted stocks			72,610
Preferred shares, outstanding					0			0
Re-measurement of warrants					$ 232			$ 24
Number of warrants exercised					0
Series A Preferred Stock
Mezzanine equity and warrant liabilities
Fair value allocated to preferred shares					$ 1,310
Conversion of outstanding shares			3,000
Purchase Agreement
Mezzanine equity and warrant liabilities
Total amount of investment agreed		$ 6,000
Preferred shares, issued		3,000
Proceeds from issuance of convertible preferred stock		$ 3,000
Warrants exercise price		$ 3.00
Kaixin Auto Holdings
Mezzanine equity and warrant liabilities
Total amount of investment agreed				$ 6,000
Preferred shares, issued	6,000
Proceeds from issuance of convertible preferred stock	$ 6,000
Conversion price					$ 3.00
Kaixin Auto Holdings \| Purchase Agreement
Mezzanine equity and warrant liabilities
Preferred shares, authorized									1,000,000
Conversion price									$ 3.00
Series A Warrants
Mezzanine equity and warrant liabilities
Warrants issued/granted		1,500,000
Series B Warrants
Mezzanine equity and warrant liabilities
Warrants issued/granted		1,333,333
Series C Warrants
Mezzanine equity and warrant liabilities
Warrants issued/granted		2,000,000

INCOME TAXES

12 Months Ended

Dec. 31, 2023

INCOME TAXES

INCOME TAXES

15.INCOME TAXES

Cayman Islands

The Group is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Group is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.

Hong Kong

On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was announced on the following day. Under the two-tiered profits tax rates regime, the first 2 million Hong Kong Dollar (“HKD”) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD 2 million will be taxed at 16.5%. The Group’s Hong Kong subsidiaries did not have assessable profits that were derived in Hong Kong for the years ended December 31, 2023, 2022 and 2021. Therefore, no Hong Kong profit tax has been provided for the years ended December 31, 2023, 2022 and 2021.

PRC

The Group’s PRC subsidiaries, VIEs and their subsidiaries are subject to the PRC Enterprise Income Tax Law (“EIT Law”) and are taxed at the statutory income tax rate of 25%, unless otherwise specified.

15.INCOME TAXES (CONTINUED)

The components of the income tax expense are as follows:


	For the years ended December 31,
	2023		2022		2021
Current income tax benefit (expense)	$	(1)	$	(74)	$	729
Deferred income tax benefit		229		—		—
Total income tax benefit (expense)	$	228	$	(74)	$	729

The reconciliations of the statutory income tax rate and the Group’s effective income tax rate are as follows:


	For the years ended December 31,
	2023			2022			2021
Net loss before provision for income taxes	$	53,782		$	84,545		$	196,657
PRC statutory tax rate		25	%		25	%		25	%
Income tax at statutory tax rate		13,446			21,136			49,164
Impairment of goodwill		—			—			(35,914)
Reversal of taxable deemed interest income from inter-company interest-free loans		—			—			1,354
Fair value change on warrants		(52)			(79)			500
Non-deductible loss and SBC expenses not deductible for tax purposes		(3,075)			(13,783)			(13,262)
Effect of income tax rate differences in jurisdictions other than the PRC		(1,636)			(1,721)			(437)
NOL not applicable for carryforward		—			(288)			(193)
Change in valuation allowance		(8,455)			(5,339)			(483)
Income tax benefit (expense)	$	228		$	(74)		$	729
Effective tax rates		0.00	%		(0.00)	%		0.38	%

The tax effect of temporary difference under ASC Topic 740 “Accounting for Income Taxes” that gives rise to deferred tax asset as of December 31, 2023 and 2022 is as follows:


	As of December 31,
	2023		2022
Deferred tax assets:
Write-down of Prepaid expenses and other current assets	$	8,157	$	477
Net operating loss carry forwards		1,023		584
Sub-total		9,180		1,061
Deferred tax liabilities:
Intangible assets acquired in business combination		(3,263)		—

Less: valuation allowance		(9,180)		(1,061)
Deferred tax liabilities, net	$	(3,263)	$	—

The deferred tax assets related arising from net operating loss carry forwards were nil and $584 as of December 31, 2023 and 2022, respectively. The Group assessed the available evidence to estimate if sufficient future taxable income would be generated to use the existing deferred tax assets. As of December 31, 2023 and 2022, full valuation allowances were established because the Group believes that it is more likely than not that its deferred tax assets will not be utilized as it does not expect to generate sufficient taxable income in the near future.

15.INCOME TAXES (CONTINUED)

The movements of the valuation allowance are as follows:


	For the years ended December 31,
	2023		2022		2021
Balance at the beginning of the year	$	1,061	$	25,240	$	388
Current year addition		8,455		5,267		1,454
Current year reversal		—		(7,039)		(753)
Reduction due to usage of NOL		—		(42)		(25)
Reduction due to statute expiration		—		(288)		(193)
Decrease in disposal of subsidiaries		—		(22,077)		—
Reverse acquisition		—		—		23,843
Exchange rate effect		(336)		—		526
Balance at the end of the year	$	9,180	$	1,061	$	25,240

Since January 1, 2008, the relevant tax authorities have not conducted a tax examination on the Group’s PRC entities. In accordance with relevant PRC tax administration laws, tax years from 2018 to present of the Group’s PRC subsidiaries remain subject to tax audits as of December 31, 2023 at the tax authority’s discretion.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 21
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
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-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

ORGANIZATION AND PRINCIPAL ACTIVITIES - Summary of major subsidiaries (Details)	Dec. 31, 2023
Jet Sound Hong Kong Company Limited
ORGANIZATION AND PRINCIPAL ACTIVITIES
Percentage of ownership	100.00%
Zhejiang Kaixin Auto Co., Ltd
ORGANIZATION AND PRINCIPAL ACTIVITIES
Percentage of ownership	100.00%
Chongqing Jieying Shangyue Automobile Sales Co., Ltd.
ORGANIZATION AND PRINCIPAL ACTIVITIES
Percentage of ownership	70.00%
Wuhan Jieying Chimei Automobile Sales Co., Ltd.
ORGANIZATION AND PRINCIPAL ACTIVITIES
Percentage of ownership	70.00%
Anhui Kaixin New Energy Vehicle Co., Ltd.
ORGANIZATION AND PRINCIPAL ACTIVITIES
Percentage of ownership	100.00%
Morning Star
ORGANIZATION AND PRINCIPAL ACTIVITIES
Percentage of ownership	100.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

DISPOSAL OF SUBSIDIARIES - Carrying amounts of the major classes of assets and liabilities of the Disposal Group (Details) - Disposal Group - Stanley Star $ in Thousands	Oct. 27, 2022 USD ($)
DISPOSAL OF SUBSIDIARIES
Cash and cash equivalents	$ 97
Prepaid expenses and other current assets	1,983
Property and equipment, net	4
Intangible assets, net	20
TOTAL ASSETS	2,104
Accounts payable	(257)
Advance from customers	(163)
Long-term bank loan	(5,476)
Income tax payable	(2,225)
Amount due to kaixin	(8,848)
VAT payable	(3,340)
Accrual expenses and other current liabilities	(6,071)
Total Liabilities	(26,380)
Net liabilities	$ (24,276)

SHARE-BASED COMPENSATION - Nonvested Restricted Shares (Details) - Restricted Stock [Member] - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	May 03, 2019	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Kaixin Auto 2019 Plan
Number of nonvested restricted shares
Granted	145,589
Kaixin Auto Group 2021 Plan
Number of nonvested restricted shares
Balance at the beginning of period		335,356
Granted		2,633,333
Vested		(2,777,393)
Balance at the end of period		191,296	335,356
Weighted average fair value per ordinary shares at the granted dates
Balance at the beginning of period		$ 20.01
Granted		3.87
Vested		4.76
Balance at the end of period		$ 23.29	$ 20.01
Weighted average period for unrecognized compensation cost		4 years 1 month 6 days
Total fair value of shares vested		$ 11,897	$ 40,078	$ 38,669

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - Loan payable (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Convertible Notes
Loan payable	$ 211	$ 3,000
Scytech Limited
Convertible Notes
Loan payable, interest rate		0.00%
Loan payable, issuance date		Sep. 21, 2022
Loan payable, maturity date		Dec. 31, 2023
Loan payable		$ 2,700
CPL Yellow stones Limited
Convertible Notes
Loan payable, interest rate		5.00%
Loan payable, issuance date		Dec. 21, 2022
Loan payable, maturity date		Mar. 31, 2023
Loan payable		$ 200
Yunfeiyang Limited
Convertible Notes
Loan payable, interest rate		5.00%
Loan payable, issuance date		Dec. 21, 2022
Loan payable, maturity date		Mar. 31, 2023
Loan payable		$ 100
Shanghai Wuxia Jindongxue Technology Co., Ltd [Member]
Convertible Notes
Loan payable, interest rate	0.00%
Loan payable, issuance date	Aug. 29, 2023
Loan payable	$ 211

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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+ Details

DISPOSAL OF SUBSIDIARIES

12 Months Ended

Dec. 31, 2023

DISPOSAL OF SUBSIDIARIES

DISPOSAL OF SUBSIDIARIES

4.DISPOSAL OF SUBSIDIARIES

Disposal of Renren Finance Inc and its subsidiaries and VIEs and VIEs’ subsidiaries

On August 5, 2022, KAG and Stanley Star entered into a shares transfer agreement (the “Agreement”). Pursuant to the Agreement, the Group sell all the shares it held in Renren Finance Inc and its subsidiaries and VIEs and VIEs’ subsidiaries to Stanley Star at a consideration of $1 and additional compensation shall be made if the net liabilities of the Disposal Group were different as of the closing date.

On October 27, 2022 the Group calculated a gain regarding the divestiture of Disposal group as follows:


	As of October 27, 2022
The carrying amount of any noncontrolling interest	$	3,954
Net liabilities		24,276
		28,230
Less: fair value of preferred shares issued to Stanley Star		24,592
Gain on disposal of subsidiaries	$	3,638

The fair value of the preferred shares issued to the Buyer as of the closing date and the fair value was approximately $24.6 million. When the Group deconsolidated subsidiaries, the amount of accumulated other comprehensive loss $2,060 is reclassified and partially offset the gain.

4.DISPOSAL OF SUBSIDIARIES (CONTINUED)

The divestiture of the Disposal Group did not constitute a strategic shift of the Group’s operations and did not have major effects on the Group’s operations and financial results; therefore, the transactions do not meet the discontinued operations criteria.

The following table summarizes the carrying amounts of the major classes of assets and liabilities of the Disposal Group as of October 27, 2022:


	As of October 27, 2022
Cash and cash equivalents	$	97
Prepaid expenses and other current assets		1,983
Property and equipment, net		4
Intangible assets, net		20
TOTAL ASSETS		2,104

Accounts payable		(257)
Advance from customers		(163)
Long-term bank loan		(5,476)
Income tax payable		(2,225)
Amount due to Kaixin		(8,848)
VAT payable		(3,340)
Accrual expenses and other current liabilities		(6,071)
Total Liabilities		(26,380)

Net liabilities	$	(24,276)

Disposal of Zhejiang Taohaoche

On February 2, 2023, the Group entered into a share transfer agreement with Kairui Consulting Hong Kong Limited (“Karui”), pursuant to which the Group transferred 100% equity interest in Zhejiang Taohaoche at consideration of $2,700,000. In addition, the Group, Karui and Scytech Limited (“Sytech”) entered into a settlement agreement, pursuant to which Kairui would pay $2,700,000 to Scytech Limited to settle the Group’s liabilities due to Scytech. For the year ended December 31, 2023, Kairui made cash consideration to Scytech and the Group settled its liabilities to Scytech. Upon disposal, Zhejiang Taohaoche’s net assets and gain on disposal of Zhejiang Taohaoche was comprised of the following:


	As of February 2, 2023
Consideration	$	2,700

Cash	$	2,662
Accrued expenses and other current liabilities		(61)
Foreign exchange adjustment		34
Net assets	$	2,635

Gain on disposal of Zhejiang Taohaoche	$	65

The transfer of share equity interest in Zhejiang Taohaoche did not constitute a strategic shift of the Group’s operations and did not have major effects on the Group’s operations and financial results; therefore, the transactions do not meet the discontinued operations criteria.

4.DISPOSAL OF SUBSIDIARIES (CONTINUED)

Disposal of KAG

SHORT-TERM BANK BORROWING (Tables)

12 Months Ended

Dec. 31, 2023

SHORT-TERM BANK BORROWING

Schedule of bank borrowing


	As of December 31,
	2023		2022
East West Bank	$	—	$	2,000
	$	—	$	2,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Going concern and liquidity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net Loss	$ (53,554)	$ (84,619)	$ (195,928)
Net cash used in operating activities	(2,108)	(2,394)	$ (2,103)
Cash	2,100
Due from related parties		8,848
Current liabilities	15,115	19,868
Convertible notes	2,392	4,305
Warrant liabilities	232	24
Payable for sales incentive	417	1,638
Accrued expenses and other current liabilities	8,903	9,379
Related Party [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Due from related parties	1,455
Accounts payable	$ 2,187	$ 1,627

DISPOSAL OF SUBSIDIARIES - Disposal of Zhejiang Taohaoche (Details)	Feb. 02, 2023 USD ($)
Karui \| Scytech Limited
DISPOSAL OF SUBSIDIARIES
Payment of liabilities due	$ 2,700,000
Disposal Group \| Zhejiang Taohaoche
DISPOSAL OF SUBSIDIARIES
Total consideration	$ 2,700,000
Disposal Group \| Zhejiang Taohaoche \| Karui
DISPOSAL OF SUBSIDIARIES
Percentage of Ownership Sold	100.00%
Total consideration	$ 2,700,000

LEASE - Summary of weighted average remaining lease terms and discount rates for the operating lease (Details)	Dec. 31, 2023
LEASE
Weighted-average remaining lease terms	2 years 10 months 9 days
Weighted-average discount rate:	11.30%

SHARE-BASED COMPENSATION - Kaixin Auto 2020 Plan (Details) - Kaixin Auto Group 2020 Plan - shares		12 Months Ended
	Nov. 17, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2020
SHARE-BASED COMPENSATION
Granted	333,333
Number of shares granted				0
Restricted shares
SHARE-BASED COMPENSATION
Options granted		333,333	333,333

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

OTHER RECEIVABLES (Tables)

12 Months Ended

Dec. 31, 2023

OTHER RECEIVABLES.

Schedule of other receivables


	As of December 31,
	2023		2022
Shanghai Changda	$	—	$	6,858
Anhui Xin Jieying		—		1,990
Total	$	—	$	8,848

MEZZANINE EQUITY AND WARRANT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

MEZZANINE EQUITY AND WARRANT LIABILITIES

Schedule of fair value of the warrants calculated using the Black-Scholes pricing model


	As of December 31, 2023
	Series A Warrant			Series B Warrant			Series C Warrant
Risk-free rate of return		3.95	%		4.97	%		3.94	%
Estimated volatility rate		58.44	%		45.58	%		57.54	%
Dividend yield		0	%		0	%		0	%
Spot price of underling ordinary share		0.88			0.88			0.88
Exercise price	$	3		$	3		$	3
Fair value of warrant	$	15		$	—		$	—


	As of December 31, 2022
	Series A Warrant			Series B Warrant			Series C Warrant
Risk-free rate of return		4.12	%		4.53	%		4.12	%
Estimated volatility rate		55.29	%		54.43	%		54.38	%
Dividend yield		0	%		0	%		0	%
Spot price of underling ordinary share		0.29			0.29			0.29
Exercise price	$	45		$	45		$	45
Fair value of warrant	$	24		$	—		$	—

COMMITMENT AND CONTINGENCIES

12 Months Ended

Dec. 31, 2021

COMMITMENT AND CONTINGENCIES

COMMITMENT AND CONTINGENCIES

21.COMMITMENTS AND CONTINGENCIES

From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of income or liquidity.

INCOME TAXES - Components of income tax expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Current income tax benefit (expense)	$ 1	$ 74	$ (729)
Deferred income tax expense	229
Total income tax benefit (expense)	$ 228	$ (74)	$ 729

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

CONVERTIBLE NOTES

12 Months Ended

Dec. 31, 2023

CONVERTIBLE NOTES

CONVERTIBLE NOTES

16.CONVERTIBLE NOTES

The Group issued and sold two Convertible Promissory Notes (“Note A” and “Note B”, or collectively as “Notes”) to Streererville Capital, LLC (the “Lender”) on November 19, 2021 and April 8, 2022, respectively. The principal amount of each Note is $2,180 and contract terms of both Notes are substantially the same.

The purchase price of each Notes was $2,000, calculated at principal of $2,180 less discount of $160 at issuance and the transaction expense of $20 in connection with the purchase and sale of the Securities. The Notes bore an interest at 8% per annum and is repayable in full in 18 months from issuance.

According to the Securities Purchase Agreements of the Notes, the Group has option to repay the Notes in cash until it received the conversion notice from Lender or repayment date. The Lender also has the option to convert the Notes into ordinary shares at any time following the 6-month anniversary of the issuance date unless the outstanding balance was paid in full. The conversion price is $45.00 per ordinary share (after giving effects to Share Consolidation effected in September 2023. Note 1).

The Group did not elect the fair value option for the convertible note. In addition, the Note did not have any embedded conversion option and redemption feature which shall be bifurcated and separately accounted for as a derivative under ASC 815, nor did it contain a cash conversion feature or beneficial conversion feature. The Group accounted for two Notes as liabilities in its entirety following ASC 470 Debt and recorded interest expenses of $493, $683 and $22 for the years ended December 31, 2023, 2022 and 2021. During the year ended December 31, 2023, the Group issued 441,612 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1), in the amount of $2,050, to settle Note A. The Lender agreed to extend the payment term of Note B to 27 months from its issuance.

As of December 31, 2023 and 2022, the balances of convertible notes were $2,392 and $4,305, respectively.

RELATED PARTY TRANSACTIONS AND BALANCES

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS AND BALANCES

13.RELATED PARTY TRANSACTIONS AND BALANCES

The table below sets forth the major related parties and their relationships with the Group:


Name		Relationship
Mr. Lin Mingjun (“Mr. Lin”)		A controlling shareholder and chief executive officer of the Group
Moatable, Inc.		A non-controlling shareholder of the Group
Henan Yujie Times Auto Co., Ltd. (“Henan Yujie”)		An investee over which Morning Star holds 40% equity interest
Huandian Teconology Development Co., Ltd. (“Huandian”)		A subsidiary of Henan Yujie
Mengzhou Enbowei Auto Technology Co., Ltd. (“Enbowei”)		An investee over which the controlling shareholder of Morning Star holds 10% equity interest

Amounts due from related parties

As of December 31, 2023 and 2022, significant amounts due from related parties consisted of the following:


	As of December 31,
	2023		2022
Huandian Technology	$	1,006	$	—
Enbowei		369		—
Others		79		—
	$	1,455	$	—

(1)

The balances due from related parties arose from acquisition of Morning Star (Note 5). As of December 31, 2023, the balances due from related parties represented loans made to these related parties. The balances were interest free and repayable on demand. The Company expected to get these balances within one year.

Amounts due to related parties

As of December 31, 2023 and 2022, significant amounts due to related parties consisted of the following:


	As of December 31,
	2023		2022
Moatable, Inc. (1)	$	1,278	$	1,427
Henan Yujie (2)		808		—
Mr. Lin		71		200
Others		30		—
	$	2,187	$	1,627

(1)	The balance mainly represented the advance fund provided by Moatable and its subsidiaries to finance the Group’s daily operations. The amount due to Moatable and its subsidiaries were stripped off in conjunction with the disposal of the subsidiaries (Note 4).

(2)	The balance was assumed by the Company in its acquisition of Morning Star (Note 5). The outstanding balance mainly represented the advance fund provided by Henan Yujie to finance Morning Star’s daily operations.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

REVERSE ACQUISITION - Pro forma information for the periods (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2021 HKD ($)
Business acquisition, proforma information
Revenue	$ 31,535	$ 257,631
Net loss	$ (53,956)	$ (191,468)

ACQUISITION OF MORNING STAR

12 Months Ended

Dec. 31, 2023

ACQUISITION OF MORNING STAR

ACQUISITION OF MORNING STAR

5.ACQUISITION OF MORNING STAR

On August 22, 2023, the Company closed acquisition 100% equity interest of Morning Star at the cost of issuance of 6,666,667 ordinary shares (after giving effect to share consolidation effected in September 2023). The fair value of the share consideration was $49,100 by reference to the closing price on August 22, 2023.

The Company has allocated the purchase price of Morning Star based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination standard issued by FASB. The Company used carrying amount of assets and liabilities as fair value, which approximate the fair value, and used income approach to estimate the fair value of intangible assets which was primarily comprised technologies. Management of the Company is responsible for determining the fair value of assets acquired, liabilities assumed and intangible assets identified as of the acquisition date and considered a number of factors including valuations from an independent appraiser firm. Acquisition-related costs incurred for the acquisitions are not material and have been expensed as incurred in other operating expenses.

The following table summarizes the estimated fair values of the identifiable assets acquired at the acquisition date, which represents the net purchase price allocation at the date of the acquisition of Morining Star based on a valuation performed by an independent valuation firm engaged by the Company and translated the fair value from RMB to USD using the exchange rate on August 22, 2023 at the rate of USD 1.00 to RMB 7.2930. The following is a reconciliation of the fair value of major classes of assets acquired and liabilities assumed which comprised of net tangible assets on August 22, 2023.


	August 22,
	2023
Net tangible assets	$	420
Technologies (1)		13,972
Goodwill		38,201
Deferred tax liabilities		(3,493)
Total purchase consideration	$	49,100

(1)	The following is a reconciliation of the fair value of major classes of assets acquired and liabilities assumed which comprised of net tangible assets on August 22, 2023.

(2)	The technologies are primarily related to design and manufacture of electric vehicles. The useful lives of these technologies of 6.3 years.

The accounting literature establishes guidelines regarding the presentation of this unaudited pro forma information. Therefore, this unaudited pro forma information is not intended to represent, nor does the Company believe it is indicative of, the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of January 1, 2023. Furthermore, this unaudited pro forma information does not give effect to the anticipated business and tax synergies of the acquisition and is not representative or indicative of the anticipated future consolidated results of operations of the Company.

5.ACQUISITION OF MORNING STAR (CONTINUED)

The unaudited pro forma consolidated financial information reflects the historical results of the Morning Star and its subsidiaries, adjusted to reflect the acquisition had it been completed as of January 1, 2023. The most significant pro forma adjustments to the historical results of operations relate to the application of purchase accounting for the acquisition. The unaudited pro forma financial information includes various assumptions, including those related to the finalization of the purchase price allocation.


Account Name	For the years ended December 31, 2023
	Kaxin		Morning Star		Pro Forma Adjustment			Pro Forma Financial Data

Revenues, net	$	31,535	$	—	$	—		$	31,535
Cost of revenues		31,193		—		—			31,193
Gross profit		342		—		—			342

Operating expenses
Selling and marketing expenses		3,313		—		—			3,313
General and administrative expenses		17,944		69		536	(a)		18,549
Total operating expenses		21,257		69		536			21,862
Loss from operations		(20,915)		(69)		(536)			(21,520)

Other Income (expenses)
Other income (expenses), net		(9)		—		—			(9)
Foreign currency exchange gain (loss)		(10)		—		—			(10)
Interest expense, net		(525)		—		—			(525)
Gain on disposal of subsidiaries		64		—		—			64
Change in fair value of warrants		(208)		—		—			(208)
Impairment of prepaid expenses and other current assets		(32,110)		—		—			(32,110)
Total other income (expenses), net		(32,798)		—		—			(32,798)

Loss Before Income Taxes		(53,713)		(69)		(536)			(54,318)

Income tax benefit (expenses)		228		—		134	(b)		362

Net Loss	$	(53,485)	$	(69)	$	(402)		$	(53,956)

The consolidated statement of operations of Morning Star was for the period from January 1, 2023 to August 21, 2023.

(a)	Reflects amortization of technologies of $536 arising from the acquisition.

(b)	Reflects amortization of deferred tax liabilities of $134 in relation to amortization of intangible assets arising from the acquisition.

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepayment for vehicle purchase	$ 0	$ 18,252
Other receivables from dealerships	0	9,546
Deductible input VAT	0	7
Others	597	191
Total	597	27,996
Less: valuation allowance	0	(1,675)
Prepaid expenses and other current assets	597	26,321
Impairment loss	$ 23,262	$ 22,921

DISPOSAL OF SUBSIDIARIES - Net assets and gain on disposal of Zhejiang Taohaoche (Details) $ in Thousands	Feb. 02, 2023 USD ($)
DISPOSAL OF SUBSIDIARIES
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]	Gain (Loss) on Disposition of Stock in Subsidiary
Disposal Group \| Zhejiang Taohaoche
DISPOSAL OF SUBSIDIARIES
Consideration	$ 2,700
Cash and cash equivalents	2,662
Accrual expenses and other current liabilities	(61)
Foreign exchange adjustment	34
Net assets	2,635
Gain on disposal of Zhejiang Taohaoche	$ 65

ACQUISITION OF MORNING STAR - Estimated fair values of the identifiable assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Aug. 22, 2023	Jun. 25, 2021
ACQUISITION OF MORNING STAR
Net tangible assets			$ 31
Technologies (2)			15,100
Goodwill	$ 38,201		$ 143,655
Morning Star
ACQUISITION OF MORNING STAR
Net tangible assets	420
Technologies (2)	13,972
Goodwill	38,201
Deferred tax liabilities	(3,493)
Total purchase consideration	$ 49,100
Morning Star \| Technology \| Maximum
ACQUISITION OF MORNING STAR
Estimated useful life of Intangible assets		6 years 3 months 18 days

LEASE (Tables)

12 Months Ended

Dec. 31, 2023

LEASE

Summery of Supplemental balance sheet information related to operating lease


	As of December 31,
	2023		2022
Right-of-use assets	$	389	$	428

Lease liabilities current		126		119
Lease liabilities non-current		238		311
Total operating lease liabilities	$	364	$	430

Summary of weighted average remaining lease terms and discount rates for the operating lease

The weighted average remaining lease terms and discount rates for the operating lease as of December 31, 2023 were as follows:


Remaining lease term and discount rate:
Weighted average remaining lease term (years)	2.86
Weighted average discount rate	11.3	%

Schedule of future minimum rent payable under non-cancelable operating leases

As of December 31, 2023, the future minimum rent payable under non-cancelable operating leases were:


2024	$	134
2025		163
2026		97
Total lease payments		394
Less: imputed interest		(30)
Present value of lease liabilities	$	364

SHARE-BASED COMPENSATION - Share-based compensation expense (Details) - Kaixin Auto Group 2021 Plan - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SHARE-BASED COMPENSATION
Total share-based compensation expense	$ 11,968	$ 39,310	$ 41,589
Selling and marketing
SHARE-BASED COMPENSATION
Total share-based compensation expense		239	264
Research and development
SHARE-BASED COMPENSATION
Total share-based compensation expense		44	55
General and administrative
SHARE-BASED COMPENSATION
Total share-based compensation expense	$ 11,968	$ 39,027	$ 41,270

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

EQUITY - Series F Preferred Shares (Details)
$ / shares in Units, $ in Thousands, ¥ in Millions

1 Months Ended

12 Months Ended

Jul. 03, 2023

USD ($)

$ / shares

Dec. 28, 2022

USD ($)

$ / shares

Nov. 30, 2023

Feb. 28, 2022

USD ($)

Feb. 28, 2022

CNY (¥)

Dec. 31, 2023

USD ($)

Dec. 31, 2023

CNY (¥)

Dec. 31, 2022

USD ($)

Dec. 31, 2021

USD ($)

Dec. 31, 2023

CNY (¥)

Feb. 28, 2023

Jan. 31, 2023

CNY (¥)

Jan. 31, 2022

USD ($)

Dec. 29, 2020

$ / shares

Class of Stock [Line Item]

Ordinarty shares subscribed

^[1]

$ 37

$ 11

Ordinary shares, issued | shares

49,806,556

15,891,257

49,806,556

Warrants exercise price | $ / shares

$ 3.00

Paid issuance cost

$ 1,976

Percentage of issuance costs allocated to warrants

30.00%

General and administrative expenses

$ 18,013

$ 46,488

$ 43,734

Common Stock

Class of Stock [Line Item]

Issuance of ordinary shares for redemption of warrants (shares) | shares

6,536,000

Stanley Star Group

Class of Stock [Line Item]

Total amount of investment agreed

$ 50,000,000

Number of ordinary shares consisted by units | shares

50,000,000

Conversion price | $ / shares

$ 1.00

Derong Group

Class of Stock [Line Item]

Ordinarty shares subscribed

¥ 100

$ 15,400

Ordinary shares, issued | shares

293,769

Warrant share issued | shares

6,500,000

Warrants exercise price | $ / shares

$ 15.00

Warrant shares classified as equity measured at fair value

$ 1,417

$ 472

Adjustments to additional paidIn capital stock issued issuance costs

472

Proceeds allocated to issued ordinary shares

$ 3,298

Paid issuance cost

$ 1,575

¥ 100

Percentage of issuance costs allocated to general

70.00%

Payment received from investment

$ 4,600

¥ 30

General and administrative expenses

$ 1,103

Uncertainty of Remaining Investment. | ¥

¥ 70

Derong Group | Common Stock

Class of Stock [Line Item]

Issuance of ordinary shares for redemption of warrants (shares) | shares

6,500,000

[1]	Retroactively restated to give effect to a share consolidation at a ratio of one-for-fifteenth ordinary shares effective on September 14, 2023.

ORGANIZATION AND PRINCIPAL ACTIVITIES (Tables)

12 Months Ended

Dec. 31, 2023

ORGANIZATION AND PRINCIPAL ACTIVITIES

Summary of major subsidiaries

The major subsidiaries of the Company as of December 31, 2023 are summarized as below:


	Later of date of
	incorporation or	Place of	% of
Name of Subsidiaries	acquisition	Incorporation	Ownership		Principal Activities
Major subsidiaries:
Jet Sound Hong Kong Company Limited	May 7, 2011	Hong Kong	100	%	Investment holding
Zhejiang Kaixin Auto Co., Ltd	April 4, 2021	PRC	100	%	Used car trading business
Chongqing Jieying Shangyue Automobile Sales Co., Ltd.	July 3, 2017	PRC	70	%	Used car trading business
Wuhan Jieying Chimei Automobile Sales Co., Ltd.	November 20, 2017	PRC	70	%	Used car trading business
Anhui Kaixin New Energy Vehicle Co., Ltd.	January 25, 2022	PRC	100	%	New energy vehicle trading business
Morning Star	August 22, 2023	PRC	100	%	New energy vehicle trading business

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Due to buyer of KAG arising from disposal of KAG	$ 4,158
Loan payable	211	$ 3,000
Accrued professional fee	587	2,215
Individual income tax payable	2,207	2,207
Used car services payables	284	419
Other taxes payable	135	181
Others	1,321	1,357
Total	$ 8,903	$ 9,379

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$ (53,554)	$ (84,619)	$ (195,928)
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations:
Depreciation and amortization	2,482	1,681	787
Impairment of goodwill		0	143,655
Loss from the disposal of property and equipment			8
Fair value change of warrants	208	(316)	(1,995)
Share-based compensation	11,968	39,310	41,589
Foreign currency exchange (gain) loss	(10)	(139)	432
Impairment of other receivables	8,848
Impairment of prepaid expenses and other current assets	23,262	22,921	4,216
Provision for dealership settlement		15,134	11,142
Provision for sales incentive	2,701	1,638
Gain on disposal of subsidiaries	(64)	(1,578)
Financial expenses	32	1,103
Interest expenses of convertible note in interest method	493	683	22
Deferred tax liabilities	(229)
Changes in operating assets and liabilities:
Inventories	(35)	373	(404)
Prepayment for vehicle purchase and other current assets	1,653	355	(6,121)
Amount due from related parties	(1,458)		326
Other non-current assets	(6)
Accounts payable	106	(38)	(111)
Advances from customers		(390)	(318)
Accrued expenses and other current liabilities	2,790	1,984	1,287
Short-term lease liabilities	(28)	(98)	(31)
Amount due to related parties	(1,237)		25
Income tax payable	(30)	(398)	(684)
Net cash used in operating activities	(2,108)	(2,394)	(2,103)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net	(396)	(59)
Purchase of intangible assets			(32)
Cash disposed on disposal of subsidiaries	(2,740)	(97)
Cash disposed on acquisition of a subsidiary	2
Cash acquired on reverse acquisition			4,299
Net cash (used in) provided by investing activities	(3,134)	(156)	4,267
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares and warrant	1,065	4,717
Proceeds from convertible note		2,000	2,000
Repayment of convertible note	(50)
Cash paid for offering cost		(1,976)
Capital contribution		665
Net cash provided by financing activities	1,015	5,406	2,000
Effect of exchange rate changes on cash and cash equivalents	(790)	(1,017)	492
Net changes in cash and cash equivalents	(5,017)	1,839	4,656
Cash and cash equivalents at beginning of year	7,102	5,263	607
Cash and cash equivalents at end of year	2,085	7,102	5,263
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest expense paid		362	23
Income tax paid			26
NON-CASH ACTIVITIES:
Net assets acquired on reverse acquisition (See Note 3)			161,760
Issuance of Series F preferred shares in connection a disposal of subsidiaries		$ (24,593)
Vesting of restricted shares award			(1)
Obtaining right-of-use assets in exchange for operating lease liabilities	328		$ 515
Issuance of ordinary shares for conversion of convertible notes	2,050
Issuance of ordinary shares for acquisition of a subsidiary	49,100
Recognition of intangible assets from acquisition of a subsidiary	13,972
Receivable due from issuance of ordinary shares and warrants in private placements	17,900
Issuance of shares to settle payables for sales incentive	$ 3,914

REVERSE ACQUISITION

12 Months Ended

Dec. 31, 2023

REVERSE ACQUISITION

REVERSE ACQUISITION

3.	REVERSE ACQUISITION

On June 25, 2021, KAH issued (the “Issuance”) an aggregate of 4,935,700 ordinary shares (after giving effects of the Share Consolidation as mentioned above) through private placement to several former shareholders of Haitaoche in exchange of 100% of the share capital of Haitaoche, pursuant to the share purchase agreement (the “SPA”) entered into on December 31, 2020. Following the Issuance, Haitaoche became a wholly-owned subsidiary of KAH. Upon the consummation of the Issuance, KAH had a total of 9,564,033 outstanding ordinary shares (after giving effects of the Share Consolidation as mentioned above), and former shareholders of Haitaoche accounted for 51.61%, became the controlling shareholders of KAH. Therefore, the shareholders of Haitaoche controlled the largest portion of the voting rights in the consolidated entity, and the management of Haitaoche became the management of the consolidated entity after the reverse acquisition. The transaction is a business combination under ASC 805, using acquisition method of accounting.

3.REVERSE ACQUISITION (CONTINUED)

The fair value of the consideration paid as part of the transaction as well as the fair value of identifiable assets and liabilities acquired are presented below.


	Amount
Fair value of consideration transferred (1)	$	161,760

Fair value of the assets acquired and the liabilities assumed
Cash and cash equivalents	$	4,299
Prepaid expense		46,708
Property plant and equipment		31
Trademark (Intangible Assets)		15,100
Right-of-use assets		47
Goodwill		143,655
Subtotal of total assets		209,840
Short-term bank loan		(8,195)
Accounts payable		(406)
Advance from customers		(461)
Short-term lease liabilities		(32)
Other payables		(13,198)
Amounts due to RPT		(4,288)
Income tax payable		(4,079)
Warrants		(2,335)
Mezzanine equity-Preferred shares		(1,437)
Subtotal of total liabilities		(34,431)
Less: Non-controlling interest		(7,649)
Less: Preferred shares (2)		(6,000)
Total net assets	$	161,760

(1)

(2)	It represented Series D convertible preferred shares of KAH issued to Moatable, Inc. on April 8, 2021 (see Note 18)

The unaudited pro forma information for the periods set forth below gives effect to the reverse acquisition as if the reverse acquisition had occurred as of January 1, 2021. This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time.


	2021
	Unaudited
Revenue	$	257,631
Net loss	$	(191,468)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)	Ordinary shares	Preferred shares	Additional paid-in capital	Subscription receivable	Statutory reserves	Accumulated earnings (deficit)	Accumulated Other Comprehensive (loss) income	Total shareholders' equity	Non-controlling interest	Total
Balance at beginning at Dec. 31, 2020	$ 4,000	$ 0	$ 7,632,000	$ 0	$ 8,000	$ (1,723,000)	$ 242,000	$ 6,163,000	$ 0	$ 6,163,000
Balance at beginning (in shares) at Dec. 31, 2020	4,935,700	0
STATEMENTS OF CHANGES IN EQUITY
Net (loss) income						(196,579,000)		(196,579,000)	651,000	(195,928,000)
Foreign currency translation adjustment							395,000	395,000	117,000	512,000
Reverse acquisition	$ (3,000)	$ (1,000)	(167,756,000)					(167,760,000)	(7,649,000)	(175,409,000)
Reverse acquisition (in shares)	4,628,333	6,000
Vesting of restricted shares award	$ 1,000		40,335,000					40,336,000		40,336,000
Vesting of restricted shares award (in shares)	1,238,668
Share-based compensation-option			1,254,000					1,254,000		1,254,000
Conversion of shares			1,436,000					1,436,000		1,436,000
Conversion of shares (shares)	72,610
Contingent liabilities assumed by Moatable, Inc.			8,897,000					8,897,000		8,897,000
Foreign currency translation adjustment, net of nil income taxes							395,000	395,000	117,000	512,000
Balance at ending at Dec. 31, 2021	$ 8,000	$ 1,000	227,310,000		8,000	(198,302,000)	637,000	29,662,000	8,417,000	38,079,000
Balance at ending (in shares) at Dec. 31, 2021	10,875,311	6,000
STATEMENTS OF CHANGES IN EQUITY
Shareholder investment	$ 0	$ 0	0	0	0	0	0	0	665,000	665,000
Net (loss) income						(84,706,000)		(84,706,000)	87,000	(84,619,000)
Issuance of ordinary shares and warrant for private placement	$ 1,000		4,243,000					4,244,000		4,244,000
Issuance of ordinary shares and warrant for private placement (in shares)	293,769,000
Dispose subsidiaries							(2,060,000)	(2,060,000)	(3,954,000)	(6,014,000)
Issuance of preferred shares		$ 2,000	24,591,000					24,593,000		24,593,000
Issuance of preferred shares (in shares)		50,000
Foreign currency translation adjustment							2,893,000	2,893,000	(1,027,000)	1,866,000
Vesting of restricted shares award	$ 1,000		39,309,000					39,310,000		39,310,000
Vesting of restricted shares award (in shares)	2,594,086
Issuance of ordinary shares held in escrow	$ 1,000		17,378,000					17,379,000		17,379,000
Issuance of ordinary shares held in escrow (in shares)	1,453,515
Conversion of shares (shares)	0
Foreign currency translation adjustment, net of nil income taxes							2,893,000	2,893,000	(1,027,000)	1,866,000
Balance at ending at Dec. 31, 2022	$ 11,000	$ 3,000	312,831,000		8,000	(283,008,000)	1,470,000	31,315,000	4,188,000	35,503,000
Balance at ending (in shares) at Dec. 31, 2022	15,216,681	56,000
STATEMENTS OF CHANGES IN EQUITY
Net (loss) income						(53,563,000)		(53,563,000)	9,000	(53,554,000)
Issuance of ordinary shares and warrant for private placement	$ 8,000		18,892,000	(17,900,000)				1,000,000		1,000,000
Issuance of ordinary shares and warrant for private placement (in shares)	10,500,000
Foreign currency translation adjustment							(580,000)	(580,000)	(763,000)	(1,343,000)
Vesting of restricted shares award	$ 2,000		11,966,000					11,968,000		11,968,000
Vesting of restricted shares award (in shares)	2,777,393
Conversion of shares	$ 5,000	$ (1,000)	310,000					397,000		314,000
Conversion of shares (shares)	7,000,000	(7,000)
Issuance of ordinary shares for acquisition of a subsidiary	$ 5,000		49,095,000					49,100,000		49,100,000
Issuance of ordinary shares for acquisition of a subsidiary (shares)	6,666,667
Issuance of ordinary shares for redemption of warrants	$ 5,000		60,000					65,000		65,000
Issuance of ordinary shares for redemption of warrants (shares)	6,536,000
Issuance of shares to settle payables for sales incentive			3,914,000					3,914,000
Issuance of shares to settle payables for sales incentive (shares)	661,537
Issuance of ordinary shares for conversion of convertible notes	$ 1,000		2,049,000					2,050,000		2,050,000
Issuance of ordinary shares for conversion of convertible notes (shares)	441,612
Issuance of ordinary shares for payments of dividends (shares)	6,666
Foreign currency translation adjustment, net of nil income taxes							(580,000)	(580,000)	(763,000)	(1,343,000)
Balance at ending at Dec. 31, 2023	$ 37,000	$ 2,000	$ 399,117,000	$ (17,900,000)	$ 8,000	$ (336,571,000)	$ 890,000	$ 45,583,000	$ 3,434,000	$ 49,017,000
Balance at ending (in shares) at Dec. 31, 2023	49,806,556	49,000

EQUITY (Details)	Sep. 14, 2023 USD ($) $ / shares shares	Jun. 25, 2021 shares	Dec. 31, 2023 $ / shares shares	Sep. 15, 2023 USD ($) $ / shares shares	Sep. 13, 2023 $ / shares	Dec. 31, 2022 $ / shares shares
Equity
Share consolidation ratio	0.067
Class A ordinary shares, par value \| $ / shares	$ 0.00075		$ 0.00075	$ 0.00005	$ 0.00005	$ 0.00075
Common stock, authorized share capital \| $	$ 50,000,000			$ 50,000
Ordinary shares, authorized	1,000,000,000		66,666,667	1,000,000,000		66,666,667
Preferred shares, authorized	66,666,667			66,666,667
Preferred shares, par value (in dollars per share) \| $ / shares	$ 0.00075			$ 0.00075
Ordinary shares outstanding			49,806,556			15,216,681
Haitaoche
Equity
Issuance of shares through private placement		4,935,700
Ordinary shares outstanding		9,564,033

INCOME TAXES - Principal components of the deferred tax assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Write-down of Prepaid expenses and other current assets	$ 8,157	$ 477
Net operating loss carry forwards	1,023	584
Subtotal	9,180	1,061
Deferred tax liabilities:
Intangible assets acquired in business combination	(3,263)
Less: valuation allowance	(9,180)	$ (1,061)	$ (25,240)	$ (388)
Deferred tax liabilities, net	$ (3,263)

EQUITY

12 Months Ended

Dec. 31, 2023

EQUITY

EQUITY

18.EQUITY

Ordinary shares

KAH issued 4,935,700 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1) to the former shareholders of Haitaoche in the Reverse Acquisition. The shareholders’ structure as of December 31, 2021 reflects the equity structure of the KAH, including the equity interests KAH issued to effect the reverse acquisition.

As of December 31, 2023 and 2022, there were 49,806,556 and 15,216,681 ordinary shares (after giving effect to share consolidation effected in September 2023) outstanding, respectively.

Preferred shares

Series D Preferred Shares

On March 31, 2021, KAH closed a securities purchase agreement with Moatable, Inc. (the “Holder”) a. Pursuant to the agreement, the Holder invested $6,000 in the Group in exchange for 6,000 shares of newly designated Series D convertible preferred shares (the “Series D Preferred Shares”) of KAH. The preferred shares and ordinary shares underlying the warrants are not subject to stock split. Major terms of the Series D Preferred Shares are as follows:

18.EQUITY(CONTINUED)

Conversion Rights: Series D preferred shares are convertible into 2,000,000 ordinary shares of KAH’s at a conversion price of $3.00, subject to customary adjustments. Each Preferred Share shall be convertible, at any time and from time to time from and after April 8, 2021 at the option of the Holder into that number of ordinary shares.

Redemption Rights: the redemption was comprised of optional redemption and redemption on triggering events. With respect to optional redemption, KAH may deliver a notice to the Holders of its irrevocable option to redeem some or all of the then outstanding Series D Preferred Shares at any time after March 30, 2022. With respect to redemption on several triggering events, upon the occurrence of a Triggering Event, each Holder shall have the right, exercisable at the sole option of such Holder, to require the Group to redeem all of the Series D Preferred Shares.

The Series D Preferred Shares were considered as permanent equity since they were redeemable upon the occurrence of events that are within the Group’s control. The Group has issued 6,000 convertible preferred shares and received $6,000 in April 8, 2021.

Series F Preferred Shares

On December 28, 2022, KAG closed a securities purchase agreement with Stanley Star Group Inc. (the “Holder”). On March 24, 2023, KAG and Stanley Star entered into an amendment to the supplement agreement that modified specific terms of the $50 million preferred stock issued by the Group to Stanley Star. The Group issued $50,000,000 convertible preferred shares of the Group to Stanley Star as part of consideration of the divestment of the Disposal group (Note 4). The preferred shares and ordinary shares underlying the warrants are not subject to stock split. Major terms of the Series F Preferred Shares are as follows:

Conversion Rights: Series F preferred shares are convertible into 50,000,000 ordinary shares of the Group at a conversion price of $1.00, subject to customary adjustments. Each Preferred Share shall be convertible, at any time and from time to time from and after the applicable Issuance Date at the option of the Holder into that number of ordinary shares.

Redemption Rights: the redemption was comprised of optional redemption and redemption on triggering events. With respect to optional redemption, the Group may deliver a notice to the Holders of its irrevocable election to redeem some or all of the then outstanding Series F Preferred Shares at any time after January 1, 2023. With respect to redemption on several triggering events, upon the occurrence of a Triggering Event, each Holder shall have the right, exercisable at the sole option of such Holder, to require the Group to redeem all of the Series F Preferred Shares.

The Series F Preferred Shares were considered as permanent equity since they were redeemable upon the occurrence of events that are within the Group’s control.

In November 2023, the KAH issued 7,000,000 ordinary shares to Stanley Star to settle partial conversion of the Series F Preferred Shares.

18.EQUITY(CONTINUED)

Warrants

Issuance of ordinary shares and 2023 warrants

On November 7, 2023, KAH closed a securities purchase agreement with Mr. Long Li, Hermann Limited and Aslan Family Limited (the “Investors”), pursuant to which the Group issued the Investors (i) an aggregate of 10,500,000 Class A Ordinary Shares of the Group, par value of US$0.00075 per share, at a purchase price of US$0.87 per share (the “Purchase Shares”), and (ii) the warrants to purchase up to 10,500,000 shares of the Class A Ordinary Shares of the Group at an exercise price of US$1.00 per warrant (the “2023 Warrants”). Each of the Investors will purchase 3,500,000 of the Purchase Shares and 3,500,000 of the Warrants. The 2023 Warrants will be exercisable immediately commencing on the closing date of the Securities Purchase Agreement and will expire on the second anniversary of November 7, 2023. On November 11, 2023, the Group and the Investors entered into an amendment to the Securities Purchase Agreement pursuant to which the Purchase Price of the shares is adjusted from $0.87 per share to $1.80 per share and the exercise price of the Warrants is adjusted from US$1.00 per share to US$1.80 per share.


	As of November 7, 2023
	2023 Warrant
Risk-free rate of return		4.37	%
Estimated volatility rate		53.29	%
Dividend yield		0	%
Spot price of underling ordinary share		0.88
Exercise price	$	1.8
Fair value of warrant	$	926

Issuance of ordinary shares and 2022 warrants

In January 2022, Suzhou government and its partners planned to invest RMB100 million (approximately $15.4 million) to the Group to support the electronic vehicles business. The Group received the first instalment of RMB 30 million (approximately $4.6 million) in February 2022. In return, the Group issued 293,769 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1) to Derong Group Limited (“Derong”), the entity designed by Suzhou government. In addition, the Group issued 6,500,000 warrant shares (“2022 Warrant) to Discover Flux Ltd, a warrant holder designated by Derong on July 3, 2022. Discover Flux Ltd has right to subscribe for the Group’s ordinary shares at an exercise price of $15.00 per share (after giving effects to Share Consolidation effected in September 2023. Note 1). The warrant shares were classified as equity and measured at relative fair value of $1,417 using the Black-Scholes pricing model. The portion of the proceeds of $3,298 was allocated to the issued ordinary shares.

The Group paid issuance cost of $1,575 upon receipt of the first instalment of RMB 30 million. The issuance cost was calculated on a fixed percentage of planned investment of RMB 100 million. Accordingly, the Group allocated 30% of the issuance cost, or $472, to the warrant shares and ordinary shares based on their relative fair value. The issuance cost of $472 was reduced against additional paid-in capital. The Group recorded the remaining 70% of the issuance cost, or $1,103 as general and administrative expenses in the consolidated statements of operations and comprehensive loss due to the uncertainty of the remaining investment of RMB 70 million.

18.EQUITY(CONTINUED)

In November 2023, the Group issued 6,500,000 ordinary shares to redeem the warrants from Discover Flux Ltd. The fair value of the warrants as of July 3, 2022 were calculated using the Black-Scholes pricing model with the following assumptions:


	As of July 3, 2022
	2022 Warrant
Risk-free rate of return		2.60	%
Estimated volatility rate		57.21	%
Dividend yield		0	%
Spot price of underling ordinary share		1.035
Exercise price	$	1
Fair value of warrant	$	2,027

Issuance of 2019 warrants

As of December 31, 2022, there were 11,957,008 warrants outstanding, which was issued by KAH and consist of 10,318,145 warrants which were issued with units in the initial public offering (“IPO”) of KAH in 2017, 1,000,000 warrants issued with units upon the conversion of convertible loan of Kunlun Tech Limited, 263,863 warrants issued to Shareholder Value Fund and 375,000 warrants issued with units for share subscription of E&A Callet Investment Limited (collective the “2019 Warrants”).

Each whole warrant that was issued with units in the IPO and issued with units to the 2019 Warrants is exercisable for one ordinary share at a price of $172.50 per share (.The warrants may only be exercised for whole numbers of shares. The 2019 Warrants became exercisable on April 30, 2019 and have a term of five years from April 30, 2019.

The Group may redeem the outstanding 2019 Warrants, in whole and not in part, at a price of $0.01 per warrant:

●

at any time while the 2019 Warrants are exercisable,

●

upon a minimum of 30 days’ prior written notice of redemption,

●

if, and only if, the last sales price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30- trading day period ending three business days before the Group sends the notice of redemption, and

●

if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such 2019 Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

18.EQUITY(CONTINUED)

If the Group calls the 2019 Warrants for redemption as described above, the management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.”

The 2019 Warrants were recognized as an equity instrument as it meets all of the criteria for equity classification and is classified within equity as additional paid-in capital.

Statutory reserve and restricted net assets

In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, the Group’s subsidiaries and VIE entities located in the PRC, are required to provide for certain statutory reserves. The statutory reserve fund required to reserve 10% of their net profit after income tax, as determined in accordance with the PRC accounting rules and regulations. Appropriation to the statutory reserve by the Group is based on profit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against any accumulated losses sustained by the Group in prior years, before allocation is made to the statutory reserve. Appropriation to the statutory reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory reserve reaches 50% of the registered capital. This statutory reserve is not distributable in the form of cash dividends.

Relevant PRC statutory laws and regulations permit the payment of dividends by the Group’s PRC subsidiary only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Furthermore, registered share capital and capital reserve accounts are also restricted from distribution. As a result of these PRC laws and regulations, the Group’s PRC subsidiary is restricted in their ability to transfer a portion of their net assets to the Group either in the form of dividends, loans or advances. The Group’s restricted net assets, comprising of paid-in-capital and statutory reserve of Group’s PRC subsidiary, were $118,909 and $121,656 as of December 31, 2023 and 2022, respectively.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
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-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (SX 210.3-04)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

MEZZANINE EQUITY AND WARRANT LIABILITIES (Details)	Dec. 31, 2023 $ / shares	Nov. 07, 2023 $ / shares	Dec. 31, 2022 $ / shares	Jul. 03, 2022 $ / shares
Risk-free rate
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding		4.37		2.60
Risk-free rate \| Series A Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	3.95		4.12
Risk-free rate \| Series B Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	4.97		4.53
Risk-free rate \| Series C Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	3.94		4.12
Volatility
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding		53.29		57.21
Volatility \| Series A Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	58.44		55.29
Volatility \| Series B Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	45.58		54.43
Volatility \| Series C Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	57.54		54.38
Expected dividend rate
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding		0		0
Expected dividend rate \| Series A Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	0		0
Expected dividend rate \| Series B Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	0		0
Expected dividend rate \| Series C Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	0		0
Spot price of underling ordinary share
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding		0.88		1.035
Spot price of underling ordinary share \| Series A Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	0.88		0.29
Spot price of underling ordinary share \| Series B Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	0.88		0.29
Spot price of underling ordinary share \| Series C Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	0.88		0.29
Exercise price
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding		1.8		1
Exercise price \| Series A Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	3		45
Exercise price \| Series B Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	3		45
Exercise price \| Series C Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	3		45
Fair value of warrant \| Series A Warrants
Mezzanine equity and warrant liabilities
Warrants and Rights Outstanding	15		24

LOSS PER SHARE

12 Months Ended

Dec. 31, 2023

LOSS PER SHARE

LOSS PER SHARE

19.LOSS PER SHARE

The following table sets forth the computation of basic and diluted net loss per ordinary share for the years ended:


	For the years ended December 31,
	2023		2022		2021
Net Loss Attributable to Kaixin’s Shareholders	$	(53,563)	$	(84,706)	$	(196,579)

Loss Per Share
Basic and diluted*	$	(2.34)	$	(6.35)	$	(25.77)
Weighted Average Shares Used in Calculating Net Loss Per Share
Basic and diluted*		22,883,555		13,344,477		7,627,757

Since the Group suffered a net loss for the years ended December 31, 2023, 2022 and 2021, the potential dilutive securities were not included in the calculation of dilutive net loss per share where their inclusion would be anti-dilutive. And no dilutive security was issued for the years ended December 31, 2023, 2022 and 2021, and there was no difference between the Group’s basic and diluted net loss per share for the periods presented. The potential dilutive securities that were not included in the calculation of dilutive loss per share were 11,143, 11,143 and 11,143 ordinary shares (after giving effects to Share Consolidation effected in September 2023. Note 1), respectively, for the years ended December 31, 2023, 2022 and 2021, as inclusion would have been anti-dilutive.

INCOME TAXES - Reconciliation (Details) - USD ($)	12 Months Ended
INCOME TAXES - Reconciliation (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES
Net loss before provision for income taxes	$ 53,782,000	$ 84,545,000	$ 196,657,000
PRC statutory tax rate	25.00%	25.00%	25.00%
Income tax at statutory tax rate	$ 13,446,000	$ 21,136,000	$ 49,164,000
Impairment of goodwill			(35,914,000)
Reversal of taxable deemed interest income from inter-company interest-free loans			1,354
Fair value change on warrants	(52)	(79)	500
Non-deductible loss and SBC expenses not deductible for tax purposes	(3,075,000)	(13,783,000)	(13,262,000)
Effect of income tax rate differences in jurisdictions other than the PRC	(1,636,000)	(1,721,000)	(437,000)
NOL not applicable for carryforward		(288)	(193)
Change in valuation allowance	(8,455)	(5,339)	(483)
Income tax benefit (expenses)	$ 228,000	$ (74,000)	$ 729,000
Effective tax rates	0.00%	0.00%	0.38%

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY - BALANCE SHEETS (Parenthetical) (Details) - $ / shares	Dec. 31, 2023	Sep. 15, 2023	Sep. 14, 2023	Sep. 13, 2023	Dec. 31, 2022
CONDENSED PARENT COMPANY BALANCE SHEETS
Ordinary shares, par value (in dollars per share)	$ 0.00075	$ 0.00005	$ 0.00075	$ 0.00005	$ 0.00075
Ordinary shares, authorized	66,666,667	1,000,000,000	1,000,000,000		66,666,667
Ordinary shares, issued	49,806,556				15,891,257
Ordinary shares outstanding	49,806,556				15,216,681
Preferred shares, par value (in dollars per share)		$ 0.00075	$ 0.00075
Preferred shares, authorized		66,666,667	66,666,667
Preferred shares, outstanding	0				0
Series F convertible preferred shares
CONDENSED PARENT COMPANY BALANCE SHEETS
Preferred shares, par value (in dollars per share)	$ 0.00005				$ 0.00005
Preferred shares, authorized	43,000				50,000
Preferred shares, issued	43,000				50,000
Preferred shares, outstanding	43,000				50,000
Series D convertible preferred shares
CONDENSED PARENT COMPANY BALANCE SHEETS
Preferred shares, par value (in dollars per share)	$ 0.0001				$ 0.0001
Preferred shares, authorized	6,000				6,000
Preferred shares, issued	6,000				6,000
Preferred shares, outstanding	6,000				6,000
Parent \| Legal entities
CONDENSED PARENT COMPANY BALANCE SHEETS
Ordinary shares, par value (in dollars per share)	$ 0.00075				$ 0.00075
Ordinary shares, authorized	66,666,667				66,666,667
Ordinary shares, issued	49,806,556				15,891,257
Ordinary shares outstanding	49,806,556				15,216,681
Parent \| Legal entities \| Series F convertible preferred shares
CONDENSED PARENT COMPANY BALANCE SHEETS
Preferred shares, par value (in dollars per share)	$ 0.00005				$ 0.00005
Preferred shares, authorized	43,000				50,000
Preferred shares, issued	43,000				50,000
Preferred shares, outstanding	43,000				50,000
Parent \| Legal entities \| Series D convertible preferred shares
CONDENSED PARENT COMPANY BALANCE SHEETS
Preferred shares, par value (in dollars per share)	$ 0.0001				$ 0.0001
Preferred shares, authorized	6,000				6,000
Preferred shares, issued	6,000				6,000
Preferred shares, outstanding	6,000				6,000

RELATED PARTY TRANSACTIONS AND BALANCES - Significant amounts due from related parties (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Related party transactions and balances
Due from related parties		$ 8,848
Related Party
Related party transactions and balances
Due from related parties	$ 1,455
Related Party \| Huandian Technology
Related party transactions and balances
Due from related parties	1,006
Related Party \| Enbowei
Related party transactions and balances
Due from related parties	369
Related Party \| Others
Related party transactions and balances
Due from related parties	$ 79

DISPOSAL OF SUBSIDIARIES (Tables)

12 Months Ended

Dec. 31, 2023

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Schedule of gain regarding divestiture of disposal group


	As of October 27, 2022
The carrying amount of any noncontrolling interest	$	3,954
Net liabilities		24,276
		28,230
Less: fair value of preferred shares issued to Stanley Star		24,592
Gain on disposal of subsidiaries	$	3,638

Summary of carrying amounts of the major classes of assets and liabilities of the disposal group


	As of October 27, 2022
Cash and cash equivalents	$	97
Prepaid expenses and other current assets		1,983
Property and equipment, net		4
Intangible assets, net		20
TOTAL ASSETS		2,104

Accounts payable		(257)
Advance from customers		(163)
Long-term bank loan		(5,476)
Income tax payable		(2,225)
Amount due to Kaixin		(8,848)
VAT payable		(3,340)
Accrual expenses and other current liabilities		(6,071)
Total Liabilities		(26,380)

Net liabilities	$	(24,276)

Zhejiang Taohaoche

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Summary of carrying amounts of the major classes of assets and liabilities of the disposal group


	As of February 2, 2023
Consideration	$	2,700

Cash	$	2,662
Accrued expenses and other current liabilities		(61)
Foreign exchange adjustment		34
Net assets	$	2,635

Gain on disposal of Zhejiang Taohaoche	$	65

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Schedule of prepaid expenses and other current assets


	As of December 31,
	2023		2022
Prepayment for purchase of used vehicles (1)	$	—	$	18,252
Other receivables from dealerships (2)		—		9,546
Deductible input VAT		—		7
Others		597		191
		597		27,996
Less: valuation allowance		—		(1,675)
	$	597	$	26,321

For the years ended December 31, 2023, 2022 and 2021, the Group provided impairment of $23,262, $22,921 and $nil against prepayments for vehicle purchase and other receivables from dealerships.

(1)	The balance mainly represents prepayments made to the used-car dealership operators, with whom the Group set up special purpose holding companies to operate the used car business. The used car business primarily focused on purchase of used vehicles from the market.

(2)	The balance represents cash advances paid to the dealership operators for operating purposes. The balance is secured using ordinary shares of the Group issued to them as agreed with the dealership operator (Note 10).

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Parenthetical)	Sep. 14, 2023
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Share consolidation ratio	0.067

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

12 Months Ended

Dec. 31, 2023

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

23.CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

The Group performed a test on the restricted net assets of consolidated subsidiaries and VIEs in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), “General Notes to Financial Statements” and concluded that the Group is required to disclose the financial statements for the parent Company.

CONDENSED PARENT COMPANY BALANCE SHEETS


	As of December 31,
	2023		2022
ASSETS
Cash and cash equivalents	$	170	$	171
Other receivables, net		20,665		9,830
Amounts due from related parties		44,574		3,726
Investment in subsidiaries		—		27,964
Total assets	$	65,409	$	41,691

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accrued expenses and other current liabilities	$	4,965	$	4,257
Amounts due to related parties		31		200
Convertible note		2,392		4,305
Deficits in investment in subsidiaries		12,438		—
Other liability		—		1,614
Total liabilities		19,826		10,376

Shareholders’ equity
Ordinary Shares (par value of $0.00075 per shares; 66,666,667 shares authorized, 49,806,556 and 15,891,257 shares issued as of December 31, 2023 and 2022, respectively. 49,806,556 and 15,216,681 shares outstanding as of December 31, 2023 and 2022, respectively)*		37		11
Series D convertible preferred shares (par value of $0.0001, 6,000 shares and 6,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022, respectively.)		1		1
Series F convertible preferred shares (par value of 0.00005, 43,000 shares and 50,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022, respectively)		1		2
Additional paid-in capital		399,117		312,831
Subscription receivable		(17,900)		—
Statutory reserve		8		8
Accumulated deficit		(336,571)		(283,000)
Accumulated other comprehensive income (loss)		890		1,470
Total shareholders’ equity		45,583		31,315
Total liabilities and shareholders’ equity	$	65,409	$	41,691

CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS


	For the years ended December 31,
	2023		2022		2021
Operating expenses:
Share of loss of subsidiaries and VIEs	$	(40,402)	$	(78,256)	$	(196,579)
General and administrative expenses		(13,140)		(5,897)		—
Other income		(12)		(465)		—
Loss Before Income Tax Expenses		(53,554)		(84,619)		(196,579)
Income tax expenses		—		—		—
Net Loss		(53,554)		(84,619)		(196,579)

CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS


	For the years ended December 31,
	2023		2022		2021
Cash flows from operating activities	$	(1,016)	$	(2,410)	$	—
Cash flows from investing activities		—		—		—
Cash flows from financing activities		1,015		(165)		—
Net decrease in cash, cash equivalents and restricted cash		(1)		(2,575)		—
Cash, cash equivalents and restricted cash, at beginning of year		171		2,746		—
Cash, cash equivalents and restricted cash, at end of year	$	170	$	171	$	—

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2023

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

9.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES


	As of December 31,
	2023		2022
Due to buyer of KAG arising from disposal of KAG (Note 4)	$	4,158	$	—
Loan payable (1)		211		3,000
Accrued professional fee		587		2,215
Individual income tax payable		2,207		2,207
Used car services payables		284		419
Other taxes payable		135		181
Others		1,321		1,357
Total	$	8,903	$	9,379

(1)	Loans payable

As of December 31, 2022, the balance of loans payable consisted of the following:


Lender	Interest rate		Issuance Date	Maturity Date	December 31, 2022
Scytech Limited	0	%	On September 21, 2022	December 31, 2023	$	2,700
CPL Yellow stones Limited	5% per annum		On December 21, 2022	March 31, 2023	$	200
Yunfeiyang Limited	5% per annum		On December 21, 2022	March 31, 2023	$	100

The interest-free loan from Scytech Limited was as working capital for Zhejiang Taohaoche and collateralized by the net assets of Zhejiang Taohaoche. CPL Yellow stones Limited and Yunfeiyang Limited are the shareholders of the Company. During the year ended December 31, 2023, the Company repaid the loans on maturity dates.

As of December 31, 2023, the balance of loans payable consisted of the following:


					December 31,
Lender	Interest rate		Issuance Date	Maturity Date	2023
Shanghai Wuxia Jindongxue Technology Co., Ltd.	0	%	On August 29, 2023	Payable on demand	$	211

The loan due to Shanghai Wuxia Jindongxue Technology Co., Ltd. was an interest-free loan borrowed to support working capital of the Company.

LOSS PER SHARE (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Net loss:

Net Loss Attributable to Kaixin's Shareholders

$ (53,563)

$ (84,706)

$ (196,579)

Weighted Average Shares Used in Calculating Net Loss Per Share, basic

^[1]

22,883,555

13,344,477

7,627,757

Weighted Average Shares Used in Calculating Net Loss Per Share, diluted

^[1]

22,883,555

13,344,477

7,627,757

Net (loss) income per ordinary share attributable to Kaixin Auto Holdings' shareholders - basic:

Loss Per Share, basic

^[1]

$ (2.34)

$ (6.35)

$ (25.77)

Loss Per Share

^[1]

$ (2.34)

$ (6.35)

$ (25.77)

Dilutive security issued shares

Potential dilutive securities that were not included in the calculation of dilutive loss per share

11,143

[1]	Retroactively restated to give effect to a share consolidation at a ratio of one-for-fifteenth ordinary shares effective on September 14, 2023.

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

REVERSE ACQUISITION - Narratives (Details) - shares	Jun. 25, 2021	Dec. 31, 2023	Dec. 31, 2022
REVERSE ACQUISITION
Common stock, shares outstanding		49,806,556	15,216,681
Former shareholders of Haitaoche \| Kaixin auto holdings
REVERSE ACQUISITION
Percentage of ownership interest	51.61%
Haitaoche
REVERSE ACQUISITION
Issuance of shares through private placement	4,935,700
Equity interest subscribed	100.00%
Common stock, shares outstanding	9,564,033

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Others (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) segment ¥ / $	Dec. 31, 2022 USD ($) ¥ / $	Dec. 31, 2021 USD ($) ¥ / $	Dec. 31, 2023 CNY (¥) ¥ / $
Inventories
Period for considering vehicle as slow moving	90 days
Write down of inventory	$ 0	$ 0	$ 0
Prepaid expenses, other current assets and other non-current assets
Allowance recognized during the year		22,921
Impairment loss for prepayment for vehicle purchase and other current assets	$ 23,262
Impairment loss for other non-current asset		$ 22,921
Foreign currency translation
Foreign currency exchange rate \| ¥ / $	7.0999	6.8972		7.0999
Foreign currency, average translation rate \| ¥ / $	7.0802	6.7290	6.3914
Concentration of credit risk
Maximum insured bank deposit amount	$ 70			¥ 500
Unprotected cash held in bank	$ 1,468
Segment reporting
Number of geographical segments \| segment	0
Impairment of long-lived assets
Impairment loss for other non-current asset		$ 0	$ 4,216

INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands	12 Months Ended
INTANGIBLE ASSETS, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets, Net
Intangible assets gross	$ 29,142	$ 15,172
Less: Accumulated amortization	(4,704)	(2,269)
Intangible assets, net	24,438	12,903
Amortization expense	2,436	1,531	$ 785
Trademark
Finite-Lived Intangible Assets, Net
Intangible assets gross	$ 15,100	15,100
Remaining useful life	7 years 6 months
Trademark \| Maximum
Finite-Lived Intangible Assets, Net
Estimated useful life of Intangible assets	5 years 10 months 24 days
Technology
Finite-Lived Intangible Assets, Net
Intangible assets gross	$ 13,972
Software
Finite-Lived Intangible Assets, Net
Intangible assets gross	$ 70	$ 72

OTHER RECEIVALBES - Other Receivables (Details) $ in Thousands	Dec. 31, 2022 USD ($)
OTHER RECEIVABLES
Other receivables	$ 8,848
Shanghai Changda
OTHER RECEIVABLES
Other receivables	6,858
Anhui Xin Jieying
OTHER RECEIVABLES
Other receivables	$ 1,990

RELATED PARTY TRANSACTIONS AND BALANCES (Tables)

12 Months Ended

Dec. 31, 2023


Name		Relationship
Mr. Lin Mingjun (“Mr. Lin”)		A controlling shareholder and chief executive officer of the Group
Moatable, Inc.		A non-controlling shareholder of the Group
Henan Yujie Times Auto Co., Ltd. (“Henan Yujie”)		An investee over which Morning Star holds 40% equity interest
Huandian Teconology Development Co., Ltd. (“Huandian”)		A subsidiary of Henan Yujie
Mengzhou Enbowei Auto Technology Co., Ltd. (“Enbowei”)		An investee over which the controlling shareholder of Morning Star holds 10% equity interest


	As of December 31,
	2023		2022
Huandian Technology	$	1,006	$	—
Enbowei		369		—
Others		79		—
	$	1,455	$	—

(1)


	As of December 31,
	2023		2022
Moatable, Inc. (1)	$	1,278	$	1,427
Henan Yujie (2)		808		—
Mr. Lin		71		200
Others		30		—
	$	2,187	$	1,627

(1)	The balance mainly represented the advance fund provided by Moatable and its subsidiaries to finance the Group’s daily operations. The amount due to Moatable and its subsidiaries were stripped off in conjunction with the disposal of the subsidiaries (Note 4).

(2)	The balance was assumed by the Company in its acquisition of Morning Star (Note 5). The outstanding balance mainly represented the advance fund provided by Henan Yujie to finance Morning Star’s daily operations.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Principles of consolidation

The consolidated financial statements include the financial statements of the Group and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.

Non-controlling interests

Going concern and liquidity

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Business combinations

Business combinations are recorded using the acquisition method of accounting. The Group uses a screen to evaluate whether a transaction should be accounted for as an acquisition and/or disposal of a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive business combination accounting treatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business.

Use of estimates

Fair value measurement

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

●	Level 1 — inputs are based upon unadjusted quoted prices for identical assets or liabilities traded in active markets.

●

Assets measured at fair value on a recurring basis

Assets measured at fair value on a nonrecurring basis

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Warrant

Cash and cash equivalents

Prepayment for vehicle purchase and other assets

Inventory

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and equipment, net

		Estimated Useful Life
Computer equipment and application software		2 - 3 Years
Furniture and vehicles		5 Years

Intangible assets, net


		Estimated Useful Life
Software		10 Years
Trademark		10 Years
Technology		4.3 Years - 6.3 Years

Goodwill

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Impairment of long-lived assets

Operating lease right-of -use assets

The Group leases premises for offices under non-cancellable operating leases.

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Convertible notes

Value added tax

The Group reports revenue net of PRC’s VAT for all the periods presented in the consolidated statements of operations.

Revenue recognition

Step 1: Identify the contract with the customer

Step 2: Identify the performance obligations in the contract

Step 3: Determine the transaction price

Step 4: Allocate the transaction price to the performance obligations in the contract

Step 5: Recognize revenue when the Group satisfies a performance obligation

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The following table identifies the disaggregation of the revenue for the years ended December 31, 2023, 2022 and 2021, respectively:


	For the years ended December 31,
	2023		2022		2021
Used-car sales	$	1,420	$	80,034	$	251,054
New-car wholesales		30,048		2,806		2,786
Technical services		67		—		—
Total revenues	$	31,535	$	82,840	$	253,840

Income taxes

Foreign currency translation

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Share-based compensation

Loss per share

Comprehensive loss

Commitments and contingencies

Concentration of credit risk

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Segment reporting

Recent Adopted Standards

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

SHARE-BASED COMPENSATION - Kaixin Auto Group 2021 Plan (Details) - Kaixin Auto Group 2021 Plan - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Jul. 12, 2021
SHARE-BASED COMPENSATION
Aggregate number of shares to be issued			1,773,067
Restricted shares
SHARE-BASED COMPENSATION
Options granted	1,773,067	1,369,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

MEZZANINE EQUITY AND WARRANT LIABILITIES

12 Months Ended

Dec. 31, 2023

MEZZANINE EQUITY AND WARRANT LIABILITIES

MEZZANINE EQUITY AND WARRANT LIABILITIES

17.MEZZANINE EQUITY AND WARRANT LIABILITIES

On December 28, 2020, KAH entered into a definitive securities purchase agreement with U.S. based KX Ventures 4 LLC (the “Investor”) and completed the initial closing on December 29, 2020.

Pursuant to the agreement, the Investor will invest $6,000 in newly designated Series A convertible preferred shares (the “Series A Preferred Shares”) of KAH. The first instalment of $3,000 closed on December 29, 2020 (the “First Closing”). The Series A Preferred Shares are convertible into 1,000,000 ordinary shares of KAH’s at a conversion price of $3.00, subject to customary adjustments. Pursuant to the Purchase Agreement, the Investor will also receive warrants to subscribe for KAH’s ordinary shares at an exercise price of $3.00 per share. The preferred shares and ordinary shares underlying the warrants are not subject to stock split.

In connection with the issuance of 3,000 convertible preferred shares at the First Closing, 1,500,000 Series A Warrants, 1,333,333, Series B Warrants and 2,000,000 Series C Warrants (collectively the “Warrants”) were issued to the Investor, with each warrant provided the holder the right to subscribe for KAH’s ordinary shares at an exercise price of $3.00 per share. Series A and Series B Warrants are immediately exercisable, and Series C Warrants are exercisable upon exercise and in proportion to the number of Series B Warrants exercised. Series A, B and C warrants expire on December 29, 2027, August 29, 2024 and June 29, 2028, respectively.

The Series A Preferred Shares and Warrants are bundled transactions, which were considered as equity-linked instruments. The management has determined that there was beneficial conversion feature attributable to the preferred shares because the initial effective conversion prices of these preferred shares were lower than the fair value of KAH’s ordinary shares at the relevant commitment dates, and the effect of beneficial conversion feature was recognized in additional paid-in capital. The fair value allocated to the Series A Preferred Shares was $1,310 at the date of the First Closing. The Warrants are classified as a liability and the fair value allocated to warrants was $1,690 as of the date of the First Closing.

The Group classified the Series A Preferred Shares as mezzanine equity as they were contingently redeemable upon the occurrence of the redemption event which is outside the Group’s control. The Series A Preferred Shares was redeemable if the volume-weighted average price is less than $3.00 on the 54-month anniversary of December 29, 2020 (the “Original Issue Date”) and expired in 2025.

The Group accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date (June 1, 2025) of the instrument using the interest method. In August 2021, total Series A preferred Shares of $3,000 were converted into 72,610 ordinary shares of the Group. As of December 31, 2023 and 2022, the Group had no outstanding Series A Preferred Shares.

17.MEZZANINE EQUITY AND WARRANT LIABILITIES (CONTINUED)

The Warrants were classified as the warrant liability on the issuance date and was subsequently remeasured at fair value at each reporting date before the warrants are exercised or expired. The changes in fair value of warrant liabilities were charged to the consolidated statements of operations and comprehensive loss. No warrants were exercised as of December 31, 2023. As of December 31, 2023 and 2022, the Group had outstanding warrant liabilities of $232 and $24. As of December 31, 2023 and 2022, the key factors in estimating the fair value of warrant liabilities were as follow:


	As of December 31, 2023
	Series A Warrant			Series B Warrant			Series C Warrant
Risk-free rate of return		3.95	%		4.97	%		3.94	%
Estimated volatility rate		58.44	%		45.58	%		57.54	%
Dividend yield		0	%		0	%		0	%
Spot price of underling ordinary share		0.88			0.88			0.88
Exercise price	$	3		$	3		$	3
Fair value of warrant	$	15		$	—		$	—


	As of December 31, 2022
	Series A Warrant			Series B Warrant			Series C Warrant
Risk-free rate of return		4.12	%		4.53	%		4.12	%
Estimated volatility rate		55.29	%		54.43	%		54.38	%
Dividend yield		0	%		0	%		0	%
Spot price of underling ordinary share		0.29			0.29			0.29
Exercise price	$	45		$	45		$	45
Fair value of warrant	$	24		$	—		$	—

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2023 shares
Entity Addresses
Document Type	20-F
Document Registration Statement	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Document Transition Report	false
Document Shell Company Report	false
Entity File Number	001-38261
Entity Registrant Name	Kaixin Holdings
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	Unit B2-303-137,198 Qidi Road
Entity Address, Address Line Two	Beigan Community
Entity Address, Address Line Three	Xiaoshan District
Entity Address, City or Town	Hangzhou
Entity Address, Country	CN
Title of 12(b) Security	Class A ordinay shares, par value US$0.00075 per share
Trading Symbol	KXIN
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding	49,806,556
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Document Financial Statement Error Correction [Flag]	false
ICFR Auditor Attestation Flag	false
Document Accounting Standard	U.S. GAAP
Entity Shell Company	false
Auditor Name	Marcum Asia CPAs LLP
Auditor Firm ID	5395
Auditor Location	New York, NY
Entity Central Index Key	0001713539
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Business Contact [Member]
Entity Addresses
Entity Address, Address Line One	9/F, Tower A, Dongjin International Center
Entity Address, Address Line Two	Huagong Road,
Entity Address, Address Line Three	Chaoyang District
Entity Address, City or Town	Beijing
Entity Address, Postal Zip Code	100015
Entity Address, Country	CN
Contact Personnel Name	Yi Yang
City Area Code	86
Local Phone Number	10 6720 4948

SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

SHARE-BASED COMPENSATION

Schedule of Assumptions used to estimate the fair values of the share options granted


	Grant date
Risk-free interest rate (1)		2.50-3.00	%
Volatility (2)		45%-46	%
Expected term (in years)(3)		10
Exercise price (4)	$	0.01
Dividend yield (5)		—
Fair value of underlying ordinary share (6)	$	2.12-$3.36

(1)Risk-free interest rate

(2)Volatility

(3)Expected term

(4)Exercise price

The exercise price of the options was determined by the Group’s board of directors.

(5)Dividend yield

The dividend yield was estimated by the Group based on its expected dividend policy over the expected term of the options.

(6)Fair value of underlying ordinary shares

Kaixin Auto

SHARE-BASED COMPENSATION

Summary of share options activities


				Weighted
				average		Weighted
		Weighted		grant day		Average
		Average		Fair		Remaining	Aggregate
Options Granted to Employees	Number of	Exercise		Value per		Contractual	Intrinsic
and Directors	Shares	Price		shares		Years	value
Outstanding as of December 31, 2022	21,673		0.30		3.17	6.34		0.58
Forfeited	—		—		—	—		—
Granted	—		—		—	—		—
Exercised	—		—		—	—		—
Outstanding as of December 31, 2023	21,673		0.02		3.17	6.34		0.58
Expected to vest as of December 31, 2023	—		—		—	—		—
Exercisable as of December 31, 2023	21,673		0.02		3.17	6.34		0.58

Schedule of Total share-based compensation expense of share-based awards granted to employees and directors


	For the years ended December 31,
	2023		2022		2021
Selling and marketing	$	—	$	239	$	264
Research and development		—		44		55
General and administrative		11,968		39,027		41,270
Total share-based compensation expense	$	11,968	$	39,310	$	41,589

Kaixin Auto | Restricted Stock

SHARE-BASED COMPENSATION

Summary of share options activities


				Weighted average fair value
	Number of nonvested		per ordinary share
	restricted shares		at the grant dates
Unvested as of December 31, 2022	$	335,356	$	20.01
Forfeited		—	$	—
Granted		2,633,333	$	3.87
Vested		(2,777,393)	$	4.76
Unvested as of December 31, 2023	$	191,296	$	23.29

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SHORT-TERM BANK BORROWING - Additional information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Borrowing
Interest expenses	$ 525	$ 1,034	$ 223
Loan One \| East West Bank
Borrowing
Annual interest rate			6.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

LEASE - Supplemental balance sheet information related to operating lease (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
LEASE
Operating lease right-of-use assets	$ 389	$ 428
Lease liabilities - current	126	119
Lease liabilities - non-current	238	311
Present value of lease liabilities	$ 364	$ 430

ACQUISITION OF MORNING STAR - Unaudited pro forma financial information - (Details) $ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2021 HKD ($)
ACQUISITION OF MORNING STAR
Revenue, net	$ 31,535	$ 82,840	$ 253,840
Cost of revenues	31,193	82,194	248,583
Gross Profit	342	646	5,257
Selling and marketing expenses	3,313	2,097	481
General and administrative expenses	18,013	46,488	43,734
Total operating expenses	21,326	48,585	187,870
Loss from operations	(20,984)	(47,939)	(182,613)
Other income (expenses), net	(9)	728	(4)
Foreign currency exchange gain (loss)	(10)	(139)	(432)
Interest expense, net	(525)	(1,034)	(245)
Gain on disposal of subsidiaries	(64)	(1,578)
Change in fair value of warrants	(208)	316	1,995
Impairment of prepaid expenses and other current assets	(23,262)	(22,921)	(4,216)
Total other income (expenses), net	(32,798)	(36,606)	(14,044)
Loss Before Income Tax	(53,782)	(84,545)	(196,657)
Income tax benefit (expenses)	228	(74)	729
Net Loss	(53,554)	$ (84,619)	$ (195,928)
Business acquisition, proforma information
Revenues, net	31,535			$ 257,631
Cost of revenues	31,193
Gross profit	342
Selling and marketing expenses	3,313
General and administrative expenses	18,549
Total operating expenses	21,862
Loss from operations	(21,520)
Other income (expenses), net	(9)
Foreign currency exchange gain (loss)	(10)
Interest expense, net	(525)
Gain on disposal of subsidiaries	64
Change in fair value of warrants	(208)
Impairment of prepaid expenses and other current assets	(32,110)
Total other income (expenses), net	(32,798)
Loss Before Income Taxes	(54,318)
Income tax benefit (expenses)	362
Net loss	(53,956)			$ (191,468)
Pro Forma Adjustment
Business acquisition, proforma information
General and administrative expenses	536
Total operating expenses	536
Loss from operations	(536)
Loss Before Income Taxes	(536)
Income tax benefit (expenses)	134
Net loss	(402)
Morning Star
Business acquisition, proforma information
General and administrative expenses	69
Total operating expenses	69
Loss from operations	(69)
Loss Before Income Taxes	(69)
Net loss	(69)
Kaxin
ACQUISITION OF MORNING STAR
Revenue, net	31,535
Cost of revenues	31,193
Gross Profit	342
Selling and marketing expenses	3,313
General and administrative expenses	17,944
Total operating expenses	21,257
Loss from operations	(20,915)
Other income (expenses), net	(9)
Foreign currency exchange gain (loss)	(10)
Interest expense, net	(525)
Gain on disposal of subsidiaries	64
Change in fair value of warrants	(208)
Impairment of prepaid expenses and other current assets	(32,110)
Total other income (expenses), net	(32,798)
Loss Before Income Tax	(53,713)
Income tax benefit (expenses)	228
Net Loss	$ (53,485)

DEALERSHIP SETTLEMENT - Additional information (Details) - USD ($) $ in Thousands			1 Months Ended		12 Months Ended
	Aug. 19, 2022	May 26, 2022	May 31, 2022	Nov. 30, 2021	Dec. 31, 2023	Dec. 31, 2021	Dec. 31, 2018
Summary of Investment Holdings [Line Items]
Investment, Type [Extensible Enumeration]					us-gaap:EquityUnitPurchaseAgreementsMember
Dealership Operators
Summary of Investment Holdings [Line Items]
Equity interest subscribed							70.00%
Shares issued to pre-reverse acquisition		1,355,077	1,437,755	547,967	131,295	478,169
Contingent consideration shares		1,355,077	2,249,918	346,874
Additional paid-in capital with a fair value		$ 17,379			$ 8,897
Accrued payables						$ 2,245
Dealership settlement amount						11,142
Provision for dealership settlement						$ 2,245
Dealership Operators \| Tranche one
Summary of Investment Holdings [Line Items]
Shares issued to pre-reverse acquisition	300,917
Dealership Operators \| Tranche Three
Summary of Investment Holdings [Line Items]
Shares issued to pre-reverse acquisition	478,169
R e n r e n Inc.
Summary of Investment Holdings [Line Items]
Shares issued to pre-reverse acquisition				894,841	894,841

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Tables)

12 Months Ended

Dec. 31, 2023

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

Schedule of CONDENSED PARENT COMPANY BALANCE SHEETS


	As of December 31,
	2023		2022
ASSETS
Cash and cash equivalents	$	170	$	171
Other receivables, net		20,665		9,830
Amounts due from related parties		44,574		3,726
Investment in subsidiaries		—		27,964
Total assets	$	65,409	$	41,691

LIABILITIES AND SHAREHOLDERS’ EQUITY
Accrued expenses and other current liabilities	$	4,965	$	4,257
Amounts due to related parties		31		200
Convertible note		2,392		4,305
Deficits in investment in subsidiaries		12,438		—
Other liability		—		1,614
Total liabilities		19,826		10,376

Shareholders’ equity
Ordinary Shares (par value of $0.00075 per shares; 66,666,667 shares authorized, 49,806,556 and 15,891,257 shares issued as of December 31, 2023 and 2022, respectively. 49,806,556 and 15,216,681 shares outstanding as of December 31, 2023 and 2022, respectively)*		37		11
Series D convertible preferred shares (par value of $0.0001, 6,000 shares and 6,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022, respectively.)		1		1
Series F convertible preferred shares (par value of 0.00005, 43,000 shares and 50,000 shares authorized, issued and outstanding as of December 31, 2023 and 2022, respectively)		1		2
Additional paid-in capital		399,117		312,831
Subscription receivable		(17,900)		—
Statutory reserve		8		8
Accumulated deficit		(336,571)		(283,000)
Accumulated other comprehensive income (loss)		890		1,470
Total shareholders’ equity		45,583		31,315
Total liabilities and shareholders’ equity	$	65,409	$	41,691

Schedule of CONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS


	For the years ended December 31,
	2023		2022		2021
Operating expenses:
Share of loss of subsidiaries and VIEs	$	(40,402)	$	(78,256)	$	(196,579)
General and administrative expenses		(13,140)		(5,897)		—
Other income		(12)		(465)		—
Loss Before Income Tax Expenses		(53,554)		(84,619)		(196,579)
Income tax expenses		—		—		—
Net Loss		(53,554)		(84,619)		(196,579)

Schedule of CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS


	For the years ended December 31,
	2023		2022		2021
Cash flows from operating activities	$	(1,016)	$	(2,410)	$	—
Cash flows from investing activities		—		—		—
Cash flows from financing activities		1,015		(165)		—
Net decrease in cash, cash equivalents and restricted cash		(1)		(2,575)		—
Cash, cash equivalents and restricted cash, at beginning of year		171		2,746		—
Cash, cash equivalents and restricted cash, at end of year	$	170	$	171	$	—

PAYABLE FOR SALES INCENTIVE (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Payable for Sales Incentive
Payable for sales incentive	$ 2,701	$ 1,638
Payable for sales	$ 417	$ 1,638
Dealership Operators
Payable for Sales Incentive
Shares issued as consideration	341,971	372,376
Group issued an aggregation	661,537
Payable for sales incentive	$ 2,701	$ 1,638

SHORT-TERM BANK BORROWING (Details) $ in Thousands	Dec. 31, 2022 USD ($)
Short-term debt:
Short-term borrowings	$ 2,000
East West Bank
Short-term debt:
Short-term borrowings	$ 2,000

ORGANIZATION AND PRINCIPAL ACTIVITIES - Setup new subsidiaries (Details)	Dec. 31, 2023	Sep. 30, 2023
Zhejiang Kaixin Yuanman Automobile Trading Co. Ltd \| Zhejiang Kaixin Yuanman Automobile Trading Co. Ltd
ORGANIZATION AND PRINCIPAL ACTIVITIES
Equity interest		100.00%
Three subsidiaries \| Three subsidiaries
ORGANIZATION AND PRINCIPAL ACTIVITIES
Equity interest	70.00%

LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

LOSS PER SHARE

Schedule of computation of basic and diluted net loss per ordinary share


	For the years ended December 31,
	2023		2022		2021
Net Loss Attributable to Kaixin’s Shareholders	$	(53,563)	$	(84,706)	$	(196,579)

Loss Per Share
Basic and diluted*	$	(2.34)	$	(6.35)	$	(25.77)
Weighted Average Shares Used in Calculating Net Loss Per Share
Basic and diluted*		22,883,555		13,344,477		7,627,757

INCOME TAXES (Details) - USD ($)		12 Months Ended
INCOME TAXES (Details) - USD ($)	Mar. 21, 2018	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income taxes
Profits tax rate		25.00%	25.00%	25.00%
Income tax expense		$ (228,000)	$ 74,000	$ (729,000)
Other Subsidiaries
Income taxes
Profits tax rate		25.00%
Hong Kong
Income taxes
Income tax expense		$ 0	0	$ 0
Hong Kong \| Corporate profits of first HKD 2 million
Income taxes
Corporate Profits	$ 2,000,000
Profits tax rate	8.25%
Hong Kong \| Corporate profits exceeds HKD 2 million
Income taxes
Corporate Profits	$ 2,000,000
Profits tax rate	16.50%
PRC
Income taxes
Operating loss carryforwards		$ 0	$ 0

ACQUISITION OF MORNING STAR (Details) $ in Thousands		9 Months Ended	12 Months Ended
ACQUISITION OF MORNING STAR (Details) $ in Thousands	Aug. 22, 2023 USD ($) shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) ¥ / $	Dec. 31, 2022 USD ($) ¥ / $	Dec. 31, 2021 USD ($)
ACQUISITION OF MORNING STAR
Foreign currency exchange rate \| ¥ / $			7.0999	6.8972
Amortization expense			$ 2,436	$ 1,531	$ 785
Amortization of deferred tax liabilities			$ 3,263
Morning Star
ACQUISITION OF MORNING STAR
Percentage of ownership			100.00%
Morning Star
ACQUISITION OF MORNING STAR
Shares issued as consideration \| shares	6,666,667
Fair value of share consideration	$ 49,100
Foreign currency exchange rate	7.2930
Morning Star \| Morning Star
ACQUISITION OF MORNING STAR
Percentage of ownership	100.00%
Morning Star \| Technology
ACQUISITION OF MORNING STAR
Amortization expense		$ 536
Amortization of deferred tax liabilities		$ 134

CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY- STATEMENTS OF CASH FLOWS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Changes in operating assets and liabilities:
Cash flows from operating activities	$ (2,108)	$ (2,394)	$ (2,103)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash flows from investing activities	(3,134)	(156)	4,267
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash flows from financing activities	1,015	5,406	2,000
Cash and cash equivalents at beginning of year	7,102	5,263	607
Cash and cash equivalents at end of year	2,085	7,102	5,263
Parent
Changes in operating assets and liabilities:
Cash flows from operating activities	(1,016)	(2,410)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash flows from financing activities	1,015	(165)
Net decrease in cash, cash equivalents and restricted cash	(1)	(2,575)
Cash and cash equivalents at beginning of year	171	2,746
Cash and cash equivalents at end of year	$ 170	$ 171	$ 2,746

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2023

INCOME TAXES

Schedule of current and deferred component of income tax expenses (benefit)


	For the years ended December 31,
	2023		2022		2021
Current income tax benefit (expense)	$	(1)	$	(74)	$	729
Deferred income tax benefit		229		—		—
Total income tax benefit (expense)	$	228	$	(74)	$	729

Schedule of reconciliations of statutory income tax rate and the Group's effective income tax rate


	For the years ended December 31,
	2023			2022			2021
Net loss before provision for income taxes	$	53,782		$	84,545		$	196,657
PRC statutory tax rate		25	%		25	%		25	%
Income tax at statutory tax rate		13,446			21,136			49,164
Impairment of goodwill		—			—			(35,914)
Reversal of taxable deemed interest income from inter-company interest-free loans		—			—			1,354
Fair value change on warrants		(52)			(79)			500
Non-deductible loss and SBC expenses not deductible for tax purposes		(3,075)			(13,783)			(13,262)
Effect of income tax rate differences in jurisdictions other than the PRC		(1,636)			(1,721)			(437)
NOL not applicable for carryforward		—			(288)			(193)
Change in valuation allowance		(8,455)			(5,339)			(483)
Income tax benefit (expense)	$	228		$	(74)		$	729
Effective tax rates		0.00	%		(0.00)	%		0.38	%

Schedule of principal components of the deferred tax assets and liabilities


	As of December 31,
	2023		2022
Deferred tax assets:
Write-down of Prepaid expenses and other current assets	$	8,157	$	477
Net operating loss carry forwards		1,023		584
Sub-total		9,180		1,061
Deferred tax liabilities:
Intangible assets acquired in business combination		(3,263)		—

Less: valuation allowance		(9,180)		(1,061)
Deferred tax liabilities, net	$	(3,263)	$	—

Summary of movements of the valuation allowance


	For the years ended December 31,
	2023		2022		2021
Balance at the beginning of the year	$	1,061	$	25,240	$	388
Current year addition		8,455		5,267		1,454
Current year reversal		—		(7,039)		(753)
Reduction due to usage of NOL		—		(42)		(25)
Reduction due to statute expiration		—		(288)		(193)
Decrease in disposal of subsidiaries		—		(22,077)		—
Reverse acquisition		—		—		23,843
Exchange rate effect		(336)		—		526
Balance at the end of the year	$	9,180	$	1,061	$	25,240

REVERSE ACQUISITION (Tables)

12 Months Ended

Dec. 31, 2023

REVERSE ACQUISITION.

Schedule of allocation of the purchase prices


	Amount
Fair value of consideration transferred (1)	$	161,760

Fair value of the assets acquired and the liabilities assumed
Cash and cash equivalents	$	4,299
Prepaid expense		46,708
Property plant and equipment		31
Trademark (Intangible Assets)		15,100
Right-of-use assets		47
Goodwill		143,655
Subtotal of total assets		209,840
Short-term bank loan		(8,195)
Accounts payable		(406)
Advance from customers		(461)
Short-term lease liabilities		(32)
Other payables		(13,198)
Amounts due to RPT		(4,288)
Income tax payable		(4,079)
Warrants		(2,335)
Mezzanine equity-Preferred shares		(1,437)
Subtotal of total liabilities		(34,431)
Less: Non-controlling interest		(7,649)
Less: Preferred shares (2)		(6,000)
Total net assets	$	161,760

(1)

(2)	It represented Series D convertible preferred shares of KAH issued to Moatable, Inc. on April 8, 2021 (see Note 18)

Schedule of pro forma information for the period


	2021
	Unaudited
Revenue	$	257,631
Net loss	$	(191,468)

ORGANIZATION AND PRINCIPAL ACTIVITIES - Additional Information (Details)	Sep. 14, 2023 USD ($) $ / shares shares	Jun. 25, 2021 shares	Dec. 31, 2023 $ / shares shares	Sep. 15, 2023 USD ($) $ / shares shares	Sep. 13, 2023 $ / shares	Dec. 31, 2022 USD ($) $ / shares shares
Short-term borrowing \| $						$ 2,000,000
Share consolidation ratio	0.067
Ordinary shares, par value (in dollars per share) \| $ / shares	$ 0.00075		$ 0.00075	$ 0.00005	$ 0.00005	$ 0.00075
Common stock, authorized share capital \| $	$ 50,000,000			$ 50,000
Ordinary shares, authorized	1,000,000,000		66,666,667	1,000,000,000		66,666,667
Preferred shares, authorized	66,666,667			66,666,667
Preferred shares, par value (in dollars per share) \| $ / shares	$ 0.00075			$ 0.00075
Haitaoche
Issuance of shares through private placement		4,935,700
Equity interest subscribed		100.00%

CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

CURRENT ASSETS:

Cash and cash equivalents

$ 2,085

$ 7,102

Inventories

Other receivables

8,848

Due from related parties

8,848

Prepayment for vehicle purchase and other current assets, net

597

26,321

TOTAL CURRENT ASSETS

4,202

42,302

Property and equipment, net

403

Goodwill

38,201

Intangible assets, net

24,438

12,903

Operating lease right-of-use assets

389

428

TOTAL NON-CURRENT ASSETS

63,431

13,380

TOTAL ASSETS

67,633

55,682

CURRENT LIABILITIES:

Short-term borrowings

2,000

Short-term operating lease liabilities

126

119

Convertible notes

2,392

4,305

Income tax payable

764

776

Warrant liability

232

Payable for sales incentive

417

1,638

Accrued expenses and other current liabilities

8,903

9,379

TOTAL CURRENT LIABILITIES

15,115

19,868

Long-term operating lease liabilities

238

311

Deferred tax liabilities

3,263

TOTAL LIABILITIES

18,616

20,179

COMMITMENT AND CONTINGENCIES

EQUITY

^[1]

Additional paid-in capital

399,117

312,831

Subscription receivable

(17,900)

Statutory reserve

Accumulated deficit

(336,571)

(283,008)

Accumulated other comprehensive income

890

1,470

TOTAL KAIXIN AUTO HOLDINGS' SHAREHOLDERS' EQUITY

45,583

31,315

Non-controlling interests

3,434

4,188

TOTAL EQUITY

49,017

35,503

TOTAL LIABILITIES AND EQUITY

67,633

55,682

Series D convertible preferred shares

EQUITY

Preferred Stock, Value, Issued

Series F convertible preferred shares

EQUITY

Preferred Stock, Value, Issued

Related Party

CURRENT ASSETS:

Other receivables

1,455

Due from related parties

1,455

CURRENT LIABILITIES:

Accounts payable

2,187

$ 1,627

Nonrelated Party

CURRENT LIABILITIES:

Accounts payable

$ 94

[1]	Retroactively restated to give effect to a share consolidation at a ratio of one-for-fifteenth ordinary shares effective on September 14, 2023.

SHARE-BASED COMPENSATION - Summary of share options outstanding (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of shares
Balance at the beginning of period	21,673
Balance at the end of period	21,673	21,673
Exercisable, at the end of period	21,673
Weighted average exercise price
Balance at the beginning of period	$ 0.30
Balance at the end of period	0.02	$ 0.30
Exercisable, at the end of period	0.02
Weighted Average grant date fair value per share
Balance at the beginning of period	3.17
Balance at the end of period	3.17	$ 3.17
Exercisable	$ 3.17
Weighted average remaining contractual years
Outstanding at the end of the period (in years)	6 years 4 months 2 days	6 years 4 months 2 days
Expected to vest at the end of the period (in years)	0 years
Exercisable at the end of the period (in years)	6 years 4 months 2 days
Weighted average intrinsic value
Outstanding at the end of the period (in dollars)	$ 0.58	$ 0.58
Exercisable at the end of the period (in dollars)	$ 0.58