Item 1.01 Entry into a Material Definitive Agreement.






Agreement and Plan of Merger

On February 1, 2021, Tuscan Holdings Corp., a Delaware corporation ("Parent"), TSCN Merger Sub Inc., a newly formed Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Microvast, Inc., a Delaware corporation (the "Company"), entered into an agreement and plan of merger (the "Merger Agreement"), pursuant to which Merger Sub will merge into the Company and the Company will survive the merger and become a wholly owned subsidiary of Parent. The terms of the Merger Agreement, which contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Merger (defined below), and the other transactions contemplated thereby, are summarized below. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Merger Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

Structure of the Transaction

The transaction is structured as a reverse triangular merger, which includes the following:

(a) Pursuant to the Merger Agreement, on the Closing Date, Merger Sub will be


     merged with and into the Company (the "Merger" and, together with the other
     transactions related thereto, the "Transactions"), with the Company surviving
     as a wholly owned direct subsidiary of Parent (the "Surviving Corporation");

(b) Contemporaneously with the execution of the Merger Agreement, certain


     investors entered into subscription agreements (the "Subscription
     Agreements"), pursuant to which such investors subscribed for an aggregate
     value of $482,500,000.00, representing 48,250,000 shares of Parent Common
     Stock at a purchase price of $10.00 per share in a private placement (the
     "PIPE Financing") to be consummated immediately prior to the consummation of
     the Transactions. A description of the Subscription Agreements is set forth
     under the heading "Subscription Agreements" under this Item 1.01 of this
     Current Report on Form 8-K;

(c) Contemporaneously with the execution of the Merger Agreement, Parent, the


     Company and the Key Company Holders entered into the Company Stockholder
     Support Agreement (the "Company Support Agreement"), pursuant to which such
     Key Company Holders agreed, among other things, to vote their shares of
     Company Capital Stock in favor of adopting the Merger Agreement and approving
     the Transactions. A description of the Company Support Agreement is set forth
     under the heading "Company Support Agreement" under this Item 1.01 of this
     Current Report on Form 8-K;

(d) Contemporaneously with the execution of the Merger Agreement, Parent, Tuscan


     Holdings Acquisition LLC, a Delaware limited liability company (the
     "Sponsor"), certain stockholders of Parent (together with the Sponsor, the
     "Sponsor Group") and the Company entered into the Sponsor Support Agreement
     (the "Sponsor Support Agreement"), pursuant to which (i) each member of the
     Sponsor Group agreed, among other things, to vote all Equity Interests of
     Parent held by such member of the Sponsor Group in favor of the Transactions
     and abstain from exercising any redemption rights in connection with the
     Redemption, and (ii) the Sponsor agreed that certain shares of Parent Common
     Stock held by it will be subject to forfeiture and vesting as set forth
     therein and that the Sponsor shall pay (or forfeit certain shares of Parent
     Common Stock with a value equal to) certain expenses of Parent, to the extent
     such expenses exceed $46,000,000 (unless such expenses shall have been
     approved by the Company) in accordance with the terms set forth therein. A
     description of the Parent Support Agreement is set forth under the heading
     "Parent Support Agreement" under this Item 1.01 of this Current Report on
     Form 8-K;

(e) Contemporaneously with the execution of the Merger Agreement, Parent, MVST

SPV Inc., a newly formed Delaware corporation and wholly owned subsidiary of
     Parent ("MVST SPV"), the Company, Microvast Power System (Huzhou) Co., Ltd.,
     the Company'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 will waive 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 the
     Company, MPS, such CL Investors and the MPS Investors (the "Convertible Loan
     Agreement") and, in connection therewith, certain affiliates of the CL
     Investors ("CL Affiliates") will subscribe for the number of shares that
     would otherwise have been issued to the CL Investors in the Transactions had
     the CL Investors been direct stockholders of the Company, and (2) the
     Minority Investors will waive any voting or economic rights they may have in
     any MPS equity held by them and, in connection therewith, Parent will issue
     to MVST SPV (or any successor thereto), to be held on behalf of such Minority
     Investors, the number of shares that would otherwise have been issued to the
     Minority Investors in the Transactions had the Minority Investors been direct
     stockholders of the Company.. A description of the Framework Agreement is set
     forth under the heading "Framework Agreement" under this Item 1.01 of this
     Current Report on Form 8-K; and

(f) In connection with the Closing, Parent, the stockholders of the Company and


     certain stockholders of Parent will also enter into a Registration Rights and
     Lock-Up Agreement (the "Registration Rights and Lock-Up Agreement"). A
     description of the Registration Rights and Lock-Up Agreement is set forth
     under the heading "Registration Rights and Lock-Up Agreement" under this Item
     1.01 of this Current Report on Form 8-K.

The total number of shares of Parent Common Stock to be issued to the shareholders of the Company and the MPS Investors is 210,000,000, with such shares of Parent Common Stock valued at $10.00 per share.

Conversion of Securities; Aggregate Transaction Consideration

At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any Company Holder:

(a) Cancellation of Certain Company Capital Stock: Each share of Company Common

Stock and Company Preferred Stock owned by Parent, Merger Sub or the Company

or any of their respective direct or indirect wholly owned Subsidiaries as of

immediately prior to the Effective Time will automatically be cancelled and

shall cease to exist, without any conversion thereof and no consideration


     will be delivered in exchange therefor;
. . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. In connection with the Closing, Parent will issue 48,250,000 shares of Parent Common Stock to Subscribers, 210,000,000 shares of Parent Common Stock to shareholders of the Company and the MPS Investors and 6,736,111 shares of Parent Common Stock in connection with the Conversion. The shares of Parent Common Stock to be issued in connection with the Merger Agreement and the transactions contemplated thereby, including the PIPE Financing and Conversion, and the Framework Agreement and the transactions contemplated thereby, in each case, will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

Item 7.01 Regulation FD Disclosure.

Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is the form of updated presentation to be used by Parent in presentations for certain of Parent's stockholders and other persons regarding the Transactions.

The foregoing exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.

Additional Information and Where to Find It

In connection with the Transactions involving Parent and the Company, Parent intends to file relevant materials with the SEC, including a proxy statement. This document is not a substitute for the proxy statement. INVESTORS AND SECURITY HOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT PARENT, THE COMPANY, THE TRANSACTIONS AND RELATED MATTERS. The proxy statement and other documents relating to the Transactions (when they are available) can be obtained free of charge from the SEC's website at www.sec.gov. These documents (when they are available) can also be obtained free of charge from Parent upon written request to Parent at: Tuscan Holdings Corp., 135 E. 57th St., 17th Floor, New York, NY 10022.





No Offer or Solicitation

This Current Report on Form 8-K is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.





Participants in Solicitation

This Current Report on Form 8-K is not a solicitation of a proxy from any investor or securityholder. However, Parent, the Company, and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies in connection with the Transactions under the rules of the SEC. Information about Parent's directors and executive officers and their ownership of Parent's securities is set forth in Parent's filings with the SEC, including Parent's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 13, 2020. To the extent that holdings of Parent's securities have changed since the amounts included in the Annual Report, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the participants will also be included in the proxy statement, when it becomes available. When available, these documents can be obtained free of charge from the sources indicated above.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, our plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "believe," "intend," "plan," "projection," "outlook" or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding the Company's industry and market sizes, future opportunities for Parent, the Company and the combined company, Parent's and the Company's estimated future results and the Transactions, including the implied enterprise value, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the Transactions. Such forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond our control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements.

In addition to factors previously disclosed in Parent's reports filed with the SEC and those identified elsewhere in this communication, the following factors, among others, could cause actual results and the timing of events to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) inability to complete the Transactions or, if Parent does not complete the Transactions, any other business combination; (2) the inability to complete the Transactions due to the failure to meet the closing conditions to the Transactions, including the inability to obtain approval of Parent's stockholders, the inability to consummate the contemplated PIPE Financing, the failure to achieve the minimum amount of cash available following any redemptions by Parent stockholders, the failure to meet the Nasdaq listing standards in connection with the consummation of the Transactions, or the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement; (3) costs related to the Transactions; (4) a delay or failure to realize the expected benefits from the Transactions; (5) risks related to disruption of management time from ongoing business operations due to the Transactions; (6) the impact of the ongoing COVID-19 pandemic; (7) changes in the highly competitive market in which the Company competes, including with respect to its competitive landscape, technology evolution or regulatory changes; (8) changes in the markets that the Company targets; (9) risk that the Company may not be able to execute its growth strategies or achieve profitability; (10) the risk that the Company is unable to secure or protect its intellectual property; (11) the risk that the Company's customers or third-party suppliers are unable to meet their obligations fully or in a timely manner; (12) the risk that the Company's customers will adjust, cancel or suspend their orders for the Company's products; (13) the risk that the Company will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (14) the risk of product liability or regulatory lawsuits or proceedings relating to the Company's products or services, and (15) the risk that the Company may not be able to develop and maintain effective internal controls; (16) the outcome of any legal proceedings that may be instituted against Parent, the Company or any of their respective directors or officers following the announcement of the Transactions; (17) risks of operations in the People's Republic of China; and (18) the failure to realize anticipated pro forma results and underlying assumptions, including with respect to estimated stockholder redemptions and purchase price and other adjustments.

Actual results, performance or achievements may differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements are based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond our control. All information set forth herein speaks only as of the date hereof in the case of information about Parent and the Company or the date of such information in the case of information from persons other than Parent or the Company, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. Forecasts and estimates regarding The Company's industry and end markets are based on sources we believe to be reliable, however there can be no assurance these forecasts and estimates will prove accurate in whole or in part. Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits.



2.1*     Merger Agreement, dated as of February 1, 2021, by and among Parent,
       Merger Sub and the Company.

10.1     Framework Agreement, dated as of February 1, 2021, by and among Parent,
       the Company, MPS, the MPS Investors and the other parties thereto.

10.2     Company Stockholder Support Agreement, dated as of February 1, 2021, by
       and among Parent, the Company and certain stockholders of the Company.

10.3     Sponsor Support Agreement, dated as of February 1, 2021, by and among
       Parent, the Sponsor, the Company, and certain stockholders of Parent.

10.4     Form of Subscription Agreement.

10.5     Subscription Agreement, dated as of February 1, 2021, by and between
       Parent and Riheng HK Limited.

10.6     Subscription Agreement, dated as of February 1, 2021, by and between
       Parent and Aurora Sheen Limited.

10.7     Form of Registration Rights and Lock-Up Agreement (as Exhibit E to the
       Merger Agreement).

10.8     Form of Stockholders Agreement (as Exhibit F to the Merger
       Agreement).

99.1     Investor Presentation.

104    Cover Page Interactive File (the cover page tags are embedded within the
       Inline XBRL document).

*Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). Parent agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

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