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TUSCAN HOLDINGS

(THCB)
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MICROVAST HOLDINGS, INC. : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits (form 8-K)

07/28/2021 | 04:28pm EDT

Item 1.01. Entry into a Material Definitive Agreement.



Stockholders Agreement


At the Closing, the Company, Mr. Yang Wu ("Wu") and Tuscan Holdings Acquisition LLC, a Delaware limited liability company (the "Sponsor"), entered into a Stockholders Agreement (the "Stockholders Agreement"), which provides that immediately following the Closing, the board of directors of the Company (the "board") shall consist of: (i) Wu, who is the initial Chairman of the board (who is also the Chief Executive Officer of the Company); (ii) Yanzhuan Zheng (who is also the Chief Financial Officer of the Company); (iii) Stanley Whittingham; (iv) Arthur Wong; (v) Craig Webster; (vi) Stephen Vogel; and (vii) Wei Ying. The Stockholders Agreement also provides that the Company's amended and restated certificate of incorporation (the "Charter") shall provide that (a) the number of directors which shall constitute the board shall be fixed by and in the manner provided in the Bylaws, except that any increase or decrease in the number of directors shall require the affirmative vote of the Wu Directors (as defined below), and (b) the board shall be divided into three classes designated Class I, Class II and Class III, as follows:

(i) The Class I Directors shall be Stephen Vogel and Wei Ying, each of whom shall initially serve for a term expiring at the first annual meeting of stockholders held after the Closing;



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(ii) The Class II Directors shall be Stanley Whittingham and Arthur Wong, each of whom shall initially serve for a term expiring at the second annual meeting of stockholders held after the Closing; and

(iii) The Class III Directors shall be Wu, Yanzhuan Zheng and Craig Webster, each of whom shall initially serve for a term expiring at the third annual meeting of stockholders held after the Closing.

Wu has the right, but not the obligation, to nominate for election to the board at every meeting of the stockholders of the Company at which directors are elected a number of individuals (rounded up to the nearest whole number) equal to (a) the total number of directors, multiplied by (b) the quotient obtained by dividing the shares of common stock beneficially owned by Wu by the total number of outstanding shares of common stock (each, a "Wu Director") less the number of Wu Directors then serving on the board and whose terms in office are not expiring at such meeting. Wu, Yanzhuan Zheng, Stanley Whittingham and Arthur Wong were nominated by Wu as the initial Wu Directors.

So long as the Sponsor beneficially owns at least 5,481,441 shares of common stock, the Sponsor shall have the right, but not the obligation, to nominate for election to the board at every meeting of the stockholders of the Company at which directors are elected, one individual (the "Sponsor Director") less the number of Sponsor Directors then serving on the board and whose terms in office are not expiring at such meeting. Stephen Vogel was nominated by the Sponsor as the initial Sponsor Director.

The foregoing description of the Stockholders Agreement is a summary only and is qualified in its entirety by reference to the Stockholders Agreement, a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Registration Rights and Lock-Up Agreement

At the Closing, the Company entered into a Registration Rights and Lock-Up Agreement (the "Registration Rights and Lockup Agreement") with stockholders of Microvast prior to the consummation of the Business Combination, the affiliates . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth under "Introductory Note" above is incorporated in this Item 2.01 by reference. The material provisions of the Merger Agreement and the Framework Agreement are described in Tuscan's definitive proxy statement filed with the Securities and Exchange Commission ("SEC") on July 2, 2021 (the "Proxy Statement") in the section entitled "Proposal No. 1-The Business Combination Proposal-The Merger Agreement," which is incorporated herein by reference.

The Business Combination was approved by Tuscan's stockholders at Tuscan's special meeting of the stockholders held on July 21, 2021 (the "Special Meeting"). At the Special Meeting, 20,329,333 shares of common stock were voted in favor of the proposal to approve the Business Combination, 4,667 shares of common stock were voted against the proposal, and holders of 1,632 shares of common stock abstained from voting on the proposal. Tuscan's public stockholders had the opportunity, in connection with the Closing, to convert shares of common stock pursuant to the terms of Tuscan's then-existing certificate of incorporation into cash held in a trust account, and public stockholders holding 90,372 shares of common stock elected to have such shares redeemed for an aggregate amount of approximately $922,698.

At Closing, pursuant to the terms of the Merger Agreement, the Framework Agreement and subscription agreements entered into with the holders of the Bridge Notes and the PIPE Investors:

? The Company issued 210,000,000 shares of common stock to the former owners of

Microvast (the "Microvast Holders") pursuant to the Merger Agreement, which

number is inclusive of the shares being issued to the MPS Investors pursuant to

the Framework Agreement to MVST SPV and pursuant to the CL Private Placement;

? The Company issued 6,736,106 shares of common stock to the holders of the

   Bridge Notes;



? The Company issued 48,250,000 shares of common stock to the PIPE Investors;

? The Company issued 150,000 private placement units to the Sponsor upon

conversion of notes payable by the Company in the amount of $150,000; and

? The Company contributed approximately $708,000,000 in cash to Microvast to be

retained for working capital purposes.

Pursuant to the Merger Agreement, the Microvast Holders and the MPS Investors will have the ability to earn, in the aggregate, an additional 20,000,000 shares of common stock ("Earn-Out Shares") if the daily volume weighted average price of the common stock is greater than or equal to $18.00 for any 20 trading days within a 30 trading day period (or a change of control of the Company occurs that results in the holders of common stock receiving a per share price equal to or in excess of $18.00), during the period commencing on the Closing Date and ending on the third anniversary of the Closing Date.

As of the Closing Date and following the completion of the Business Combination, the ownership interests of the Company's stockholders were as follows:




                                               (Shares)          %
Existing Microvast Equity Holders(a)           210,000,000       69.9 %
Existing Microvast Convertible Noteholders       6,736,106        2.2 %
Tuscan public stockholders                      27,493,140        9.2 %
Sponsor Group                                    7,608,589        2.5 %
EarlyBirdCapital                                   428,411        0.1 %
PIPE Investors                                  48,250,000       16.1 %
. . .

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under "Item 2.01. Completion of Acquisition or Disposition of Assets-Recent Sales of Unregistered Securities" is incorporated in this Item 3.02 by reference.

Item 5.01. Changes in Control of Registrant.

To the extent required, the information set forth under "Introductory Note" and "Item 2.01. Completion of Acquisition or Disposition of Assets" of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under "Item 2.01 Completion of Acquisition or Disposition of Assets-Directors" and "Item 2.01 Completion of Acquisition or Disposition of Assets-Executive Officers" of this Current Report on Form 8-K is incorporated herein by reference.

Executive Employment Agreements

In connection with the Merger, Microvast entered into individual employment agreements with the Chief Executive Officer, Chief Financial Officer and Chief Technology Officer, each to be assumed by the Company effective as of the Closing. The information set forth under "Item 2.01. Completion of Acquisition or Disposition of Assets-Employment Agreements" is incorporated herein by reference.



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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On the Closing Date, the Company's Charter was amended and restated (as amended and restated, the "Charter") and the Company's Bylaws were amended and restated (as amended and restated, the "Bylaws") to, among other things:

? change the name of the Company from "Tuscan Holdings Corp." to "Microvast

   Holdings, Inc.";



? (1) increase the total number of authorized shares of capital stock from

66,000,000 to 800,000,000 shares of capital stock, (2) increase the number of

authorized shares of common stock from 65,000,000 shares to 750,000,000 shares

and (3) increase the number of authorized shares of preferred stock, par value

$0.0001 per share, from 1,000,000 shares to 50,000,000 shares;

? provide that the number of directors which shall constitute the board shall be

determined in the manner set forth in the Bylaws, except that any increase or

decrease in the number of directors constituting the board shall require the

affirmative vote of the directors nominated by Wu then in office;

? provide that each committee of the board shall consist of the number of

directors nominated by Wu that is proportionate to Wu's ownership interest

(rounded up) in the Company;

? provide that subject to holders of preferred stock, the holders of common stock

of the Company will be entitled to participate in dividends or other

distributions as declared by the board;

? provide that the stockholders of the Company shall hold a special meeting for

the purpose of electing directors or to transact any other business properly

brought before the stockholders at such meeting and that special meetings of

the stockholders of the Company may be called by (1) the board, (2) the

chairman of the board or (3) Wu, so long as Wu maintains beneficial ownership

of at least 10% of the total voting power of all the outstanding shares of

stock of the Company entitled to vote generally in the election of directors;

? provide that the affirmative vote of a majority of the total voting power of

the outstanding capital stock of the Company entitled to vote generally in the

election of directors is required to amend, alter, change, add to or repeal the

   Bylaws;



? elect that the Company shall not be governed by Section 203 of the DGCL;

? provide that the Charter may only be amended (1) so long as Wu maintains

beneficial ownership of at least 10% of the total voting power of all the

outstanding shares of stock of the Company entitled to vote generally in the

election of directors, by the affirmative vote of the holders of at least 75%

of the total voting power of all the then outstanding shares of stock of the

Company entitled to vote generally in the election of directors or (2) if Wu

does not beneficially own at least 10% of the total voting power of all the

outstanding shares of stock of the Company entitled to vote generally in the

election of directors, by a majority of the total voting power of all

outstanding shares of stock of the Company then entitled to vote generally in

the election of directors, voting together as a single class;

? remove the various provisions applicable only to special purpose acquisition

corporations that the Charter contains, including the requirement that the

Company wind-up its affairs and liquidate if it does not complete a business

combination by the termination date set forth therein (Article Sixth); and

? provide that the designation of Delaware courts as the exclusive forum for

litigation matters does not apply to claims arising under the Securities Act or

the Exchange Act and to designate the U.S. federal district courts as the

exclusive forum for claims arising under the Securities Act.

Copies of the Charter and Bylaws are filed with this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference, and the foregoing description of the Charter and Bylaws is qualified in its entirety by reference thereto.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, which fulfilled the definition of an initial business combination as required by Tuscan's Charter, the Company ceased to be a shell company, as defined in Rule 12b-2 of the Exchange Act, as of the Closing Date. The material terms of the Business Combination are described in the Proxy Statement in the section entitled "Proposal No. 1-The Business Combination Proposal" beginning on page 99, which is incorporated herein by reference.



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Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The historical financial statements of Microvast, Inc. for the three years ended December 31, 2020 and at and as of the three months ended March 31, 2021 included in the Proxy Statement beginning on page F-52 are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated combined financial information of Tuscan for the year ended December 31, 2020 and at and as of the three months ended March 31, 2021 are included herein as Exhibit 99.2.




(d) Exhibits




Exhibit No.   Description

2.1             Agreement and Plan of Merger, dated as of February 1, 2021, by and
              among Tuscan Holdings Corp., TSCN Merger Sub Inc., and Microvast, Inc.
              (incorporated by reference to the Company's definitive proxy statement
              on Schedule 14A, filed with the SEC on July 2, 2021).

3.1*            Second Amended and Restated Certificate of Incorporation of Microvast
              Holdings, Inc.

3.2*            Amended and Restated Bylaws of Microvast Holdings, Inc.

4.1*            Registration Rights and Lock-Up Agreement dated as of July 23, 2021,
              by and among (a) Microvast Holdings, Inc., (b) the Microvast Equity
              Holders, (c) the CL Holders, (d) Tuscan Holdings Acquisition LLC, Stefan
              M. Selig, Richard O. Rieger and Amy Butte, and (e) EarlyBirdCapital,
              Inc.

4.2*            Stockholders Agreement dated July 23, 2021 by and among (a) Microvast
              Holdings, Inc., (b) Yang Wu and (c) Tuscan Holdings Acquisition LLC.

4.3             Warrant Agreement dated as of March 5, 2019 between Microvast
              Holdings, Inc. (formerly Tuscan Holdings Corp. and Continental Stock
              Transfer & Trust Company, (incorporated by reference to Exhibit 4.1 to
              the registrant's Current Report on Form 8-K filed with the SEC on March
              7, 2019).

4.4*            Specimen Common Stock Certificate.

4.5*            Specimen Warrant Certificate.

10.1*           Form of Indemnity Agreement.

10.2*           Employment Agreement, dated as of February 1, 2021, by and between
              Microvast, Inc. and Yang Wu.

10.3*           Employment Agreement, dated as of February 1, 2021, by and between
              Microvast, Inc. and Yanzhuan Zheng.

10.4*           Employment Agreement, dated as of February 1, 2021, by and between
              Microvast, Inc. and Wenjuan Mattis, Ph.D..

10.5*           Employment Agreement, dated as of June 1, 2017, by and between
              Microvast, Inc. and Sascha Rene Kelterborn.

10.6*           Microvast Holdings, Inc. 2021 Equity Incentive Plan.

10.7            Framework Agreement dated as of February 1, 2021, among the
              Registrant, MVST SPV Inc., Microvast, Inc., Microvast Power System
              (Huzhou) Co., Ltd., ("MPS"), certain MPS convertible loan investors (the
              "CL Investors") and certain minority equity investors in MPS
              (incorporated by reference from Exhibit 10.1 to the Company's Current
              Report on Form 8-K, filed with the SEC on February 5, 2021).

10.8            Form of Subscription Agreement between the Registrant and certain PIPE
              Investors (incorporated by reference from Exhibit 10.4 to the Company's
              Current Report on Form 8-K, filed with the SEC on February 5, 2021).

10.9            Subscription Agreement between the Registrant and Riheng HK Limited
              (incorporated by reference from Exhibit 10.5 to the Company's Current
              Report on Form 8-K, filed with the SEC on February 5, 2021).

10.10           Subscription Agreement between the Registrant and Aurora Sheen Limited
              (incorporated by reference from Exhibit 10.6 to the Company's Current
              Report on Form 8-K, filed with the SEC on February 5, 2021).




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10.11       Sponsor Support Agreement, dated as of February 1, 2021, by and among
          Registrant, the Sponsor, Microvast, Inc., and certain stockholders of
          Registrant (incorporated by reference from Exhibit 10.3 to the Company's
          Current Report on Form 8-K, filed with the SEC on February 5, 2021).

10.12       Escrow Agreement between the Registrant, Continental Stock Transfer &
          Trust Company and the Company's Initial Stockholder (incorporated by
          reference from Exhibit 10.2 to the Company's Current Report on Form 8-K,
          filed with the SEC on March 7, 2019).

10.13*      Amendment No. 1 to Escrow Agreement between the Registrant,
          Continental Stock Transfer & Trust Company and the Company's Initial
          Stockholder, dated as of July 23, 2021.

21.1*       Subsidiaries of the Registrant.

99.1        Financial statements of Microvast, Inc. for the three years ended
          December 31, 2020 and the three months ended March 31, 2021
          (incorporated by reference to the registrant's definitive proxy
          statement filed with the SEC on July 2, 2021).

99.2*       Unaudited pro forma condensed consolidated combined financial
          information of the Company for the year ended December 31, 2020 and the
          three months ended March 31, 2021.





* Filed herewith.




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Financials (USD)
Sales 2020 - - -
Net income 2020 -2,42 M - -
Net Debt 2020 0,09 M - -
P/E ratio 2020 -250x
Yield 2020 -
Capitalization 355 M 355 M -
EV / Sales 2019 -
EV / Sales 2020 -
Nbr of Employees -
Free-Float -
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