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On
July 23, 2021 (the “Closing Date”), the registrant, Microvast Holdings, Inc. (formerly known as Tuscan Holdings Corp.)
consummated the previously announced acquisition of Microvast, Inc., a Delaware corporation (“Microvast”), pursuant
to the Agreement and Plan of Merger (the “Merger Agreement”) dated February 1, 2021, between the Tuscan Holdings Corp.,
Microvast and TSCN Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub merged with
and into Microvast, with Microvast surviving the merger (the “Merger”). Unless the context otherwise requires, “Tuscan”
refers to the registrant prior to the Closing, and “we,” “us,” “our” and the
“Company” refer to the registrant and its subsidiaries, including Microvast, following the Closing.
In
connection with the Merger Agreement, Tuscan, MVST SPV Inc., a wholly owned subsidiary of Tuscan (“MVST SPV”), Tuscan,
Microvast Power System (Huzhou) Co., Ltd., Microvast’s majority owned subsidiary (“MPS”), certain MPS convertible
loan investors (the “CL Investors”) and certain minority equity investors in MPS (the “Minority Investors”
and, together with the CL Investors, the “MPS Investors”) and certain other parties entered into a framework agreement
(the “Framework Agreement”), pursuant to which, among other things, (1) the CL Investors waived certain rights with
respect to the convertible loans (the “Convertible Loans”) held by such CL Investors that were issued under that certain
Convertible Loan Agreement, dated November 2, 2018, among Microvast, MPS, such CL Investors and the MPS Investors (the “Convertible
Loan Agreement”) and, in connection therewith, certain affiliates of the CL Investors (“CL Affiliates”)
subscribed for 6,719,845 shares of common stock, $0.0001 par value per share (“common stock”), of Tuscan in a private
placement in exchange for MPS convertible loans (the “CL Private Placement”).
In
connection with the Merger Agreement, Tuscan entered into subscription agreements with (a) the holders of an aggregate of $57,500,000
outstanding promissory notes issued by Microvast (the “Bridge Notes”) pursuant to which Tuscan agreed to issue an
aggregate of 6,736,106 shares of common stock upon conversion (the “Bridge Notes Conversion”) of the Bridge Notes,
and (b) a number of outside investors who agreed to purchase an aggregate of 48,250,000 shares of common stock at a price of $10.00 per
share, for an aggregate purchase price of $482,500,000 (the “PIPE Financing”).
The
CL Private Placement, the Bridge Notes Conversion and the PIPE Financing closed contemporaneously with the closing under the Merger Agreement
(collectively, the “Closing”). Upon the Closing of the Merger, the CL Private Placement, the Bridge Notes Conversion,
the PIPE Financing and related transactions (collectively, the “Business Combination”), Microvast became a wholly-owned
subsidiary of the Company, with the stockholders of Microvast becoming stockholders of the Company, and with the Company renamed “Microvast
Holdings, Inc.”
Following
the completion of the Business Combination, Microvast is the Company’s accounting predecessor. This amendment to the Original Form
8-K is being filed to include the financial statements of Microvast for the six months ended June 30, 2021, including pro forma financial
statements as of such time period.
