UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.
20549



FORM 20-F/A



(Mark One)



| |  ̈ | REGISTRATION
                                            STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
                                            OF 1934
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



OR



| | x | ANNUAL
                                            REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | --------------------------------------------------------------------------------------------------------------------------------



For the fiscal year ended December 31,
2021



OR



| |  ̈ | TRANSITION
                                            REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------------------------------------------------------



OR



| |  ̈ | SHELL
                                            COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                                            1934
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Date of event requiring this shell company report
_______________________



For the transition period from _________________
to _______________________



Commission file number 001-38261



Kaixin Auto Holdings

(Exact name of Registrant as specified in its charter)



N/A

(Translation of Registrant’s name into English)



Cayman Islands

(Jurisdiction of incorporation or organization)





9/F, Tower A, Dongjin
International Center

Huagong Road,

Chaoyang District, Beijing
100015

People’s Republic
of China



(Address of principal executive offices)



Yi Yang

Chief Financial Officer

Kaixin Auto Holdings



9/F, Tower A, Dongjin
International Center

Huagong Road,

Chaoyang District, Beijing
100015

People’s Republic
of China

Phone: +86 10 6720 4948

(Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)



Securities registered or to be registered pursuant
to Section 12(b) of the Act:



|Title
    of each class                             |  | Trading
    Symbol(s) |  | Name
    of each exchange on which registered
|--------------------------------------------------- |  | --------------------- |  | ---------------------------------------------
|Ordinary
    shares, par value US$0.00005 per share |  | KXIN                  |  | Nasdaq Capital
    Market                    



Securities registered or to be registered pursuant
to Section 12(g) of the Act:



None

(Title of Class)



Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act:



None

(Title of Class)



Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period covered by the annual report.



As of December 31, 2021, there were 170,453,102 ordinary shares
issued and outstanding, par value of US$0.00005 per share.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes ̈ Nox



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.   Yes ̈
Nox



Note – Checking the box above will not relieve any registrant
required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under
those Sections.



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNo  ̈



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).   Yesx No
 ̈



Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer,”
 “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated
    filer ̈ |  | Accelerated filerx      
|---------------------------- |  | ------------------------
|Non-accelerated filer ̈       |  | Emerging growth companyx



If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.   
 ̈



† The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,
2012.



Indicate
by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the
registered public accounting firm that prepared or issued its audit report. ̈



Indicate by check mark which basis of accounting the registrant has
used to prepare the financial statements included in this filing:



|U.S. GAAPx |  | International Financial
    Reporting Standards
    as issued by the International Accounting
    Standards Board ̈ |  | Other ̈
|---------- |  | ------------------------------------------------------------------------------------------------------------------ |  | ------



If
 “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. ̈ Item 17 ̈ Item 18



If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).   Yes ̈ No x



(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PAST FIVE YEARS)



Indicate
by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.   Yes ̈ No  ̈




















EXPLANATORY NOTE



This Amendment No.1 on Form 20-F (“Form 20-F/A”) is
being filed to amend the Annual
Report on Form 20-F for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission on April 29,
2022 (the “Original Form 20-F”) of Kaixin Auto Holdings (the “Company”). This Form 20-F/A is being filed to
disclose that the Company opts to take advantage of the exemption afforded to foreign private issuers in relation to the requirement
that the compensation committee is composed of at least two independent directors in the relevant Nasdaq Rules.



In addition, as required by Rule 12b-15 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal
executive officer and principal financial officer are filed herewith as exhibits to this Form 20-F/A pursuant to Rule 13a-14(a) of the
Exchange Act.



The following line is added immediate below
the second bullet point in the first paragraph of ITEM 16G. CORPORATE GOVERNANCE of the Original Form 20-F:



| | · | exemption from the
                                            requirement that the compensation committee is composed of at least two independent directors
                                            as set forth in Nasdaq Rule 5605(d)(2)(A);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------













ITEM 19. EXHIBITS.



|Exhibit No. |  | Description
    of Exhibit                                                                              
|----------- |  | --------------------------------------------------------------------------------------------------------
|12.1*       |  | Certification
    of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
|12.2*       |  | Certification
    of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002
|13.1*       |  | Certification
    of Chief Executive Officer Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002
|13.2*       |  | Certification
    of Chief Financial Officer Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002










| | * | Filed herewith
| | - | --------------













SIGNATURES



The registrant hereby certifies that it meets
all of the requirements for filing on Form 20-F/A or amendment thereto and that it has duly caused and authorized the undersigned to
sign this annual report on its behalf.



|                   | Kaixin
    Auto Holdings
|------------------ | ------------------------
|                   |                         
|                   | By:                     
|                   | Name:                   
|                   | Title:                  
|                   |                         
|Date:
May 27, 2022 |