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                            August 24, 2021

       Mingjun Lin
       Chief Executive Officer
       Kaixin Auto Holdings
       4/F, Tower D, Building 15
       No.5 Jiangtai Road
       Chaoyang District, Beijing 100015
       People   s Republic of China

                                                        Re: Kaixin Auto
Holdings
                                                            Registration
Statement on Form F-3
                                                            Filed August 4,
2021
                                                            File No. 333-258450

       Dear Mr. Lin:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-3 Filed August 4, 2021

       Prospectus Cover Page, page i

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
Cayman Islands holding company with operations conducted by
                                                        your subsidiaries and
through contractual arrangements with variable interest entities
                                                        (VIEs) based in China
and that this structure involves unique risks to investors. Explain
                                                        whether the VIE
structure is used to replicate foreign investment in Chinese-based
                                                        companies where Chinese
law prohibits direct foreign investment in the operating
                                                        companies, and disclose
that investors may never directly hold equity interests in the
                                                        Chinese operating
company. Your disclosure should acknowledge that Chinese regulatory
 Mingjun Lin
FirstName
Kaixin AutoLastNameMingjun  Lin
            Holdings
Comapany
August 24, NameKaixin
           2021        Auto Holdings
August
Page 2 24, 2021 Page 2
FirstName LastName
         authorities could disallow this structure, which would likely result
in a material change in
         your operations and/or value of your securities, including that it
could cause the value of
         such securities to significantly decline or become worthless. Provide
a cross-reference to
         your detailed discussion of risks facing the company and the offering
as a result of this
         structure.
2.       Provide prominent disclosure about the legal and operational risks
associated with being
         based in or having the majority of the company   s operations in
China. Your disclosure
         should make clear whether these risks could result in a material
change in your operations
         and/or the value of your securities or could significantly limit or
completely hinder your
         ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and data security or
anti-monopoly concerns, has or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on an U.S. or other foreign exchange. Your prospectus summary
should address, but
         not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.       Clearly disclose how you will refer to the holding company,
subsidiaries, and VIEs when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. Refrain from using terms such as    we    or
our    when describing
         activities or functions of the VIEs. Disclose clearly the entity
(including the domicile) in
         which investors are purchasing their interest.
Our Company, page 1

4.       Please revise to add a prospectus summary and address the following
comments in that
         section.
5.       Disclose clearly that the company uses a structure that involves VIEs
based in China and
         what that entails and provide early in the summary a diagram of the
company   s corporate
         structure, including who the equity ownership interests are of each
entity. Describe all
         contracts and arrangements through which you purport to obtain
economic rights and
         exercise control that results in consolidation of the VIEs' operations
and financial results
         into your financial statements. Identify clearly the entity in which
investors are
         purchasing their interest and the entities in which the company   s
operations are
         conducted. Describe the relevant contractual agreements between the
entities and how
         this type of corporate structure may affect investors and the value of
their investment,
         including how and why the contractual arrangements may be less
effective than direct
         ownership and that the company may incur substantial costs to enforce
the terms of the
         arrangements. Disclose the uncertainties regarding the status of the
rights of the Cayman
         Islands holding company with respect to its contractual arrangements
with the VIEs, its
         founders and owners, and the challenges the company may face enforcing
these
         contractual agreements due to uncertainties under Chinese law and
jurisdictional limits.
 Mingjun Lin
FirstName
Kaixin AutoLastNameMingjun  Lin
            Holdings
Comapany
August 24, NameKaixin
           2021        Auto Holdings
August
Page 3 24, 2021 Page 3
FirstName LastName
6.       Please revise your disclosure to provide a summary of risk factors. In
your summary of
         risk factors, disclose the risks that your corporate structure and
being based in or having
         the majority of the company   s operations in China poses to
investors. In particular,
         describe the significant regulatory, liquidity, and enforcement risks
with cross-references
         to the more detailed discussion of these risks in the prospectus. For
example, specifically
         discuss risks arising from the legal system in China, including risks
and uncertainties
         regarding the enforcement of laws and that rules and regulations in
China can change
         quickly with little advance notice; and the risk that the Chinese
government may intervene
         or influence your operations at any time, or may exert more control
over offerings
         conducted overseas and/or foreign investment in China-based issuers,
which could result
         in a material change in your operations and/or the value of your
securities. Acknowledge
         any risks that any actions by the Chinese government to exert more
oversight and control
         over offerings that are conducted overseas and/or foreign investment
in China-based
         issuers could significantly limit or completely hinder your ability to
offer or continue to
         offer securities to investors and cause the value of such securities
to significantly decline
         or be worthless.
7.       Disclose each permission that you, your subsidiaries or your VIEs are
required to obtain
         from Chinese authorities to operate and issue these securities to
foreign investors. State
         whether you, your subsidiaries, or VIEs are covered by permissions
requirements from the
         CSRC, CAC or any other entity that is required to approve of the VIEs'
operations, and
         state affirmatively whether you have received all requisite
permissions and whether any
         permissions have been denied.
8.       Provide a clear description of how cash is transferred through your
organization. Disclose
         your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
         Quantify any cash flows and transfers of other assets by type that
have occurred between
         the holding company, its subsidiaries, and consolidated VIEs, and
direction of transfer.
         Quantify any dividends or distributions that a subsidiary or
consolidated VIEs have made
         to the holding company and which entity made such transfer, and their
tax consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Describe any restrictions on foreign exchange and
your ability to
         transfer cash between entities, across borders, and to U.S. investors.
Describe any
         restrictions and limitations on your ability to distribute earnings
from your businesses,
         including subsidiaries and/or consolidated VIEs, to the parent company
and U.S. investors
         as well as the ability to settle amounts owed under the VIE
agreements.
9.       We note that the consolidated VIEs constitute a material part of your
consolidated
         financial statements. Please provide in tabular form the condensed
consolidating schedule
         - depicting the financial position, cash flows and results of
operations for the parent, the
         consolidated variable interest entities, and any eliminating
adjustments separately - as of
         the same dates and for the same periods for which audited consolidated
financial
         statements are required. Highlight the financial statement information
related to the
         variable interest entities and parent, so an investor may evaluate the
nature of assets held
 Mingjun Lin
FirstName
Kaixin AutoLastNameMingjun  Lin
            Holdings
Comapany
August 24, NameKaixin
           2021        Auto Holdings
August
Page 4 24, 2021 Page 4
FirstName LastName
         by, and the operations of, entities apart from the variable interest
entities, which includes
         the cash held and transferred among entities.
10.      Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate your auditor, and that as a result an exchange may
determine to delist your
         securities. If the PCAOB has been or is currently unable to inspect
your auditor, revise
         your disclosure to so state.
Risk Factors, page 3

11.      Revise your risk factors to acknowledge that if the PRC government
determines that the
         contractual arrangements constituting part of your VIE structure do
not comply with PRC
         regulations, or if these regulations change or are interpreted
differently in the future, your
         securities may decline in value or become worthless if you are unable
to assert your
         contractual control rights over the assets of your PRC subsidiaries
that conduct all or
         substantially all of your operations.
12.      Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise to separately highlight the risk that the
Chinese government
         may intervene or influence your operations at any time, which could
result in a material
         change in your operations and/or the value of your securities. Also,
given recent
         statements by the Chinese government indicating an intent to exert
more oversight and
         control over offerings that are conducted overseas and/or foreign
investment in China-
         based issuers, acknowledge the risk that any such action could
significantly limit or
         completely hinder your ability to offer or continue to offer
securities to investors and
         cause the value of such securities to significantly decline or be
worthless.
13.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, please revise your disclosure to explain how
this oversight
         impacts your business and your offering and to what extent you believe
that you are
         compliant with the regulations or policies that have been issued by
the CAC to date.
14.      Please add a risk factor to provide additional detail that addresses
limitations on the ability
         of U.S. regulators, such as the Department of Justice, the SEC, and
other authorities, to
         conduct investigations and inspections within China. Please ensure
that you acknowledge
         Article 177 of PRC Securities Law effective March 2020, possibly
further limiting an
         overseas regulator from conducting investigations or from collecting
evidence within
         China. Refer to CF Disclosure Guidance Topic No. 10.
15.      Please revise your disclosure to more specifically discuss the risks
related to the
         following:

                whether and how your audit committee has taken the lack of
PCAOB inspection into
              account in connection with the oversight of the outside audit
firm and its procedures;
              and
 Mingjun Lin
Kaixin Auto Holdings
August 24, 2021
Page 5

                how Chinese governmental authorities have significant
discretion that can be used to
              influence how the company conducts its business operations.

         Refer to CF Disclosure Guidance Topic No. 10.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

      You may contact Scott Anderegg at 202-551-3342 or Jennifer L  pez at
202-551-
3792 with any questions.



FirstName LastNameMingjun Lin                                 Sincerely,
Comapany NameKaixin Auto Holdings
                                                              Division of
Corporation Finance
August 24, 2021 Page 5                                        Office of Trade &
Services
FirstName LastName