开心汽车美股招股说明书(2024-11-14版)

Kaixin Holdings 1,166,667 Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus and a securitiespurchase agreement dated November 13, 2024 (the “Securities Purchase Agreement”), we are offering1,166,667 ordinary shares of the Company, par value of US$0.045 per share (the “Ordinary Shares”), at apurchase price of US$3.00 per share to ATW Opportunities Master Fund II LP (the “Investor”). In addition,the Company granted the Investor the right to purchase, in one or more additional closings, up to anadditional $7 million in Ordinary Shares at a purchase price of $3.00 per share on or prior to February 14,2025, which can be extended to November 14, 2025 if the closing prices of the Company’s Ordinary Sharedo not reach certain threshold as set forth in the Securities Purchase Agreement. The Company also grantedthe Investor rights to participate in subsequent offerings to purchase 20% of the securities being offered fora period of one year following the execution of the Securities Purchase Agreement. For a more detaileddescription of the Ordinary Shares, see the section entitled “Description Of Securities We Are Offering” onpage S-19. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “KXIN.” OnNovember 13, 2024, the closing price of our Ordinary Shares on the Nasdaq Capital Market was US$4.18per Ordinary Share. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell securities relying onthat instruction with a value exceeding more than one-third of our public float in any 12-month period solong as our public float remains below $75,000,000, as measured in accordance with General InstructionI.B.5 of Form F-3. We have not offered any securities pursuant to General Instruction I.B.5 during the prior12 calendar month period that ends on, and includes, the date of this prospectus. In this prospectus supplement, “we,” “us,” “our company,” “the Company” and “our” refer toKaixin Holdings and its subsidiaries and consolidated affiliated entities, and in the context of describingour consolidated financial information. Investing in our securities involves a significant degree of risk. See “Risk Factors” beginningon page S-6 of this prospectus supplement and in our other filings with the Securities and ExchangeCommissionincorporated by reference in this prospectus supplement and the accompanyingprospectus to read about factors you should consider before purchasing our Ordinary Shares. We are not an operating company in China, but a Cayman Islands holding company. We conductour operations in China through our PRC subsidiaries. Investors of our ordinary shares are not purchasingequity interest in our operating entities in China but instead are purchasing equity interest in a CaymanIslands holding company. We face various legal and operational risks and uncertainties associated with being based in orhaving our operations primarily in China and the complex and evolving PRC laws and regulations. Forinstance, we face risks associated with regulatory approvals on offerings conducted overseas by and foreigninvestment in China-based issuers, anti-monopoly regulatory actions, and oversight on cybersecurity anddata privacy. These risks could result in a material adverse change in our operations and the value of ourordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors, or cause the value of such securities to significantly decline. For a detailed description of risks related to doing business in China, see “Item 3. Key Information — D. Risk Factors — Risks Related toDoing Business in China” on page 24 to 37 of our most recent annual report on Form 20-F. In addition, on February 1, 2024, Nasdaq notified the Company that the bid price of its listedsecurities had closed at less than $1 per share over the previous 30 consecutive business days, and, as aresult, did not comply with Listing Rule 5550(a)(2). In accordance with Listing Rule 5810(c)(3)(A), theCompany was provided 180 calendar days, or until July 30, 2024, and on July 31, 2024, the Company wasprovided an additional 180 calendar days, or until January 27, 2025, to regain compliance with the Rule.Therefore, the Company has effectuated a reverse stock spilt (the resolution to effectuate such reverse stockspilt was passed at the Extraordinary General Meeting on October 1, 2024) to cure such deficiency. As aresult, the Company received a letter from the Nasdaq dated August 19, 2024, indicating that the Companywas not in compliance with Nasdaq Listing Rule 5810(c)(3)(A)(iii), as the Company’s securities had aclosing bid price of $0.10 or less for ten consecutive trading days. Nasdaq confirmed that the Company hasregained compliance with the minimum bid price requirement (“Bid Price Rule”) in the Listing Rule5550(a)(2), pursuant to the Nasdaq’s Hearing Panel’s decision dated September 12, 2024 and the receipt ofNasdaq’s compliance l