开心汽车美股招股说明书(2023-11-07版)

Kaixin Auto Holdings 10,500,000 Class A Ordinary Shares Pursuant to this prospectus supplement and the accompanying prospectus and a securities purchaseagreement dated October 30, 2023 (the “Securities Purchase Agreement”), we are offering 10,500,000Class A Ordinary Shares of the Company, par value of US$0.00075 per share, at a purchase price ofUS$0.87 per share to Mr. Long Li, Hermann Limited and Aslan Family Limited (together, the “Investors”).In a concurrent private placement, we are also selling to such investors the warrants to purchase up to10,500,000 shares of our Class A Ordinary Shares at an exercise price of US$1.00 per warrant (the“Warrants”). The Warrants and the shares of our Class A Ordinary Shares issuable upon the exercise of theWarrants (the “Warrant Shares”) are not being registered at this time pursuant to the exemption provided inSection 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and they are not beingoffered pursuant to this prospectus supplement and the accompanying prospectus. Nothing contained hereinshall constitute an offer to sell or the solicitation of an offer to buy any Warrant Shares. For a more detailed description of the Ordinary Shares and the Warrants, see the section entitled“Description Of Securities We Are Offering” on page S-20. Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “KXIN.” OnOctober 25, 2023, the closing price of our Ordinary Shares on the Nasdaq Capital Market was US$1.12 perOrdinary Share. In this prospectus supplement, “we,” “us,” “our company,” “the Company” and “our” refer toKaixin Auto Holdings and its subsidiaries and consolidated affiliated entities, and in the context ofdescribing our 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 risksrelated to doing business in China, see “Item 3. Key Information — D. Risk Factors — Risks Related toDoing Business in China” on page 34 to 54 of our most recent annual report on Form 20-F. PRC government’s significant authority in regulating our operations and its oversight and controlover offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors. Implementation ofindustry-wide regulations in this nature may cause the value of such securities to significantly decline or beof little or no value. For more details, see “Item 3. Key Information — D. Risk Factors — Risks Related toDoing Business in China — The Chinese government exerts substantial influence over the manner in whichwe must conduct our business activities. We are currently not required to obtain approval from Chineseauthorities to issue securities to foreign investors, however, if our subsidiaries or the holding company wererequired to obtain approval in the future and were denied permission from Chinese authorities to list onU.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect theinterest of the investors.” included in our most recent annual report on Form 20-F. As of the date of this prospectus supplement, our Company and the subsidiaries have not beeninvolved in any investigations or review initiated by any PRC regulatory authority, not has any of themreceived any inquiry, notice or sanction for the business operation, accepting foreign investment or listingonthe Nasdaq Stock Market.However,since these statements and regulatory actions by China’sgovernment are newly published, official guidance and related impleme