Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On June 21, 2022, Microvast Holdings, Inc. (the "Company") received a notice
(the "Notice") from the Nasdaq Listing Qualifications department ("Nasdaq"). The
Notice indicated that, due to the resignation of Mr. Craig Webster from the
audit committee (the "Audit Committee") of the board of directors (the "Board")
of the Company effective April 14, 2022 (in connection with his appointment as
the Chief Financial Officer of the Company), the Company no longer complies with
Nasdaq's audit committee requirements as set forth in Listing Rule 5605. Listing
Rule 5605 requires, among other things, that the Audit Committee be comprised of
a minimum of three independent directors.
The Notice also indicates that, consistent with Listing Rule 5605(c)(4), Nasdaq
is providing the Company with a cure period in order to regain compliance no
later than October 11, 2022.
The Notice has no immediate effect on the listing of the Company's common stock
or warrants on The Nasdaq Global Select Market.
As disclosed under Item 5.02 below, the Company announced that Ms. Yeelong
Balladon has been appointed to the Board and will fill Mr. Webster's vacancy on
the Audit Committee, effective July 1, 2022. The Board has determined that Ms.
Balladon is independent under Listing Rule 5605(a)(2) and that she is eligible
and qualified to serve on the Audit Committee. Therefore, the Company believes
it will regain compliance with Listing Rule 5605 on July 1, 2022, in connection
with Ms. Balladon's appointment.
This Item 3.01 is filed to satisfy the obligation under Nasdaq Listing Rule
5810(b) and Item 3.01(a) of Form 8-K that the Company make a public announcement
disclosing the deficiency no later than four business days from the date of the
Notice.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Director
On June 26, 2022, the Board of Directors (the "Board") of Microvast Holdings,
Inc. (the "Company"), on the recommendation of the nominating and corporate
governance committee of the Board, appointed Yeelong Tan Balladon as a director
of the Company, effective July 1, 2022.
As a Class III director, Ms. Balladon will serve an initial term expiring at the
Company's annual meeting of stockholders in 2024. The Board has determined that
Ms. Balladon is independent under Nasdaq's listing standards and applicable law.
She has also been appointed as a member of the Company's nominating and
corporate governance and audit committees and as chair of the compensation
committee, effective July 1, 2022.
Yeelong Tan Balladon, age 63. Ms. Balladon has served as the lead independent
trustee of the board of the Ashmore Funds since 2010 and as lead independent
trustee since 2014. The Ashmore Funds is a registered US mutual funds complex
dedicated to investing in emerging markets. Ms. Balladon also served as a
non-executive director of Pacnet Limited from 2008-2015 and Jasper Investments
from 2011 to 2015. Ms. Balladon was an associate and subsequently a partner at
Freshfields Bruckhaus Deringer, an international law firm, from 1982 to 1988 and
1994 to 2009. She retired from the partnership in 2009. Ms. Balladon holds an
LL.B. from the National University of Singapore and is legally professionally
qualified in Singapore, England & Wales and the New York Bar.
Ms. Balladon is qualified to serve on our Board due to her extensive legal and
financial experience in finance, banking and mergers and acquisitions,
particularly in emerging markets. She is a U.S. citizen and resides in the
United States.
Ms. Balladon agreed to serve as a director of Microvast in her personal capacity
and not as a representative of Ashmore Group plc or any of its affiliates. There
is no arrangement or understanding between Ms. Balladon and any other person
pursuant to which she was selected as a director. There are no related party
transactions between the Company and Ms. Balladon that are required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Balladon is eligible to receive compensation in accordance with the
Company's standard non-employee director compensation policy, including
eligibility to participate in the Microvast Holdings, Inc. 2021 Equity Incentive
Plan. A description of the Company's historical compensatory arrangement for
non-employee directors is set forth under the heading "Director Compensation" in
the Company's annual report on Form 10-K filed with the Securities and Exchange
Commission ("SEC") on March 29, 2021, which may be adjusted by the Board from
time to time. The Company expects to enter into an indemnification agreement
with Ms. Balladon, the form of which was previously filed with the SEC as
Exhibit 10.1 to the Current Report on Form 8-K on July 28, 2021.
--------------------------------------------------------------------------------
Resignation of Director
In addition, on June 26, 2022, Craig Webster submitted his resignation from the
Board, effective July 1, 2022. His resignation from the Board is in connection
with his previously announced appointment as the Company's Chief Financial
Officer and was not the result of any dispute or disagreement with the Company
or the Board on any matter relating to the operations, policies or practices of
the Company. He had previously resigned from his positions as lead independent
director and as a member of the audit, compensation and nominating and corporate
governance committees upon his appointment as Chief Financial Officer of the
Company on April 14, 2022.
Following the appointment of Ms. Balladon and resignation of Mr. Webster, the
number of directors serving on the Board will remain fixed at seven.
Item 7.01 Regulation FD Disclosure.
On June 27, 2022, Microvast Holdings, Inc. issued a press release announcing the
foregoing changes to the Board. The full text of the press release is included
as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934
or otherwise subject to the liabilities under that Section and shall not be
deemed to be incorporated by reference into any filing of the Company under the
Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated June 27, 2022.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses
MICROVAST HOLDINGS, INC. 
