UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No.3)*
| Kaixin Auto Holdings |
| (Name of Issuer) |
| Ordinary Shares, $0.0001 par value |
| (Title of Class of Securities) |
| G2345N 102 |
| (CUSIP Number) |
| February 23, 2021 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1 (b) |
| ☒ | Rule 13d-1 (c) |
| ☐ | Rule 13d-1 (d) |
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued
on following page(s))
Page 1 of 7 Pages
| CUSIP No. G2345N 102 | 13G/A | Page 2 of 7 Pages |
| 1 | NAME
OF REPORTING PERSON Shareholder Value Fund |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE
VOTING POWER -0- |
| 6 | SHARED
VOTING POWER -0- | |
| 7 | SOLE
DISPOSITIVE POWER -0- | |
| 8 | SHARED
DISPOSITIVE POWER -0- |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | |
| 12 | TYPE
OF REPORTING PERSON* PN | |
| CUSIP No. G2345N 102 | 13G/A | Page 3 of 7 Pages |
| 1 | NAME
OF REPORTING PERSON China Vered Asset Management (Hong Kong) Limited |
|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Hong Kong | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
5 | SOLE
VOTING POWER -0- |
| 6 | SHARED
VOTING POWER -0- | |
| 7 | SOLE
DISPOSITIVE POWER -0- | |
| 8 | SHARED
DISPOSITIVE POWER -0- |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0- | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0% | |
| 12 | TYPE
OF REPORTING PERSON* IA | |
| CUSIP No. G2345N 102 | 13G/A | Page 4 of 7 Pages |
Item 1.
| (a) | Name of Issuer: |
Kaixin Auto Holdings
| (b) | Address of Issuer’s Principal Executive Offices: |
5/F, North Wing
18 Jiuxianqiao Middle Road
Chaoyang District, Beijing F4 100016
PRC
Item 2.
| (a) | Name of Person Filing: | 1) Shareholder Value Fund 2) China Vered Asset Management (Hong Kong) Limited (as investment manager to Shareholder Value Fund, it is wholly owned by the Hong Kong listed entity of China Vered Financial Holding Corporation Limited) |
| (b) | Address of Principal Business Office or if none, Residence: |
C/O Maples Corporate Services Ltd
PO Box 309, Ugland House
Grand Cayman KY1-1104
Cayman Islands
| (c) | Citizenship: | Shareholder
Value Fund – Cayman Islands China Vered Asset Management (Hong Kong) Limited – Hong Kong |
| (d) | Title of Class of Securities: | Ordinary Shares, $0.0001 par value |
| (e) | CUSIP Number: G2345N 102 |
| Item 3. | Not Applicable |
| Item 4. | Ownership. |
| (a) | Amount Beneficially Owned: |
Shareholder Value Fund — 0 (plus 263,863 shares issued upon the exercise of warrants at an exercise price of $11.50 per share)
China Vered Asset Management (Hong Kong) Limited is the investment adviser to Shareholder Value Fund and has the shared power to vote and dispose of the shares held of record by Shareholder Value Fund.
China Vered Asset Management (Hong Kong) Limited has voting and dispositive power over the securities owned by Shareholder Value Fund.
| CUSIP No. G2345N 102 | 13G/A | Page 5 of 7 Pages |
| (b) | Percent of Class: |
Shareholder Value Fund – 0%
China Vered Asset Management (Hong Kong) Limited – 0%
| (c) | Number of shares as to which such person has: |
| (i) | shared power to vote or to direct the vote: |
Shareholder Value Fund — 0 shares (plus 263,863 shares issued upon the exercise of warrants at an exercise price of $11.50 per share)
China Vered Asset Management (Hong Kong) Limited – 0 shares (plus 263,863 shares issued upon the exercise of warrants at an exercise price of $11.50 per share)
| (ii) | sole power to vote or to direct the vote: |
Shareholder Value Fund — 0 shares
China Vered Asset Management (Hong Kong) Limited — 0 shares.
| (iii) | shared power to dispose or to direct the disposition of: |
Shareholder Value Fund — 0 shares (plus 263,863 shares issued upon the exercise of warrants at an exercise price of $11.50 per share).
China Vered Asset Management (Hong Kong) Limited — 0 shares (plus 263,863 shares issued upon the exercise of warrants at an exercise price of $11.50 per share).
| (iv) | sole power to dispose or to direct the disposition of: |
Shareholder Value Fund — 0 shares
China Vered Asset Management (Hong Kong) Limited — 0 shares
| CUSIP No. G2345N 102 | 13G/A | Page 6 of 7 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class: Yes |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person: Not Applicable |
| Item 7. | Identification and Classification of Subsidiary Which Acquired the Securities: Not Applicable |
| Item 8. | Identification and Classification of Members of the Group: Not Applicable |
| Item 9. | Notice of Dissolution of Group: Not Applicable |
| Item 10. | Certifications: Not Applicable |
| CUSIP No. G2345N 102 | 13G/A | Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 23, 2021 | SHAREHOLDER VALUE FUND | |
| By: | /s/ Pengcheng Song | |
| Name: Pengcheng Song | ||
| Title: Director | ||
| China Vered Asset Management (Hong Kong) Limited | ||
| By: | /s/ Zhengtang Song | |
| Name: Zhengtang Song | ||
| Title: Director | ||