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United States securities and exchange commission logo
March 15, 2021
Stephen Vogel
Chief Executive Officer and Chairman of the Board
Tuscan Holdings Corp.
135 E. 57th Street, 18th Floor
New York, New York 10022
Re: Tuscan Holdings
Corp.
Preliminary Proxy
Statement on Schedule 14A
Filed February 16,
2021
File No. 001-38826
Dear Mr. Vogel:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed February 16, 2021
Interests of Tuscan's Directors,, page 25
1. Please revise to
quantify the interests affiliates of InterPrivate have in the transactions,
including how the
amount of that interest is determined. Also revise to quantify the
amount of reimbursement
Tuscan's board will be entitled to receive.
Comparative Per Share Data, page 37
2. Please provide pro
forma equivalent per share disclosures. Refer to the instructions to
Item 14, paragraph
7(b)(10) of Schedule 14A. See Instruction 2 to the Item for guidance
on equivalent per share
data.
Risk Factors, page 38
3. We note the uncertain
tax consequences you discuss in your disclosures beginning on
Stephen Vogel
Tuscan Holdings Corp.
March 15, 2021
Page 2
page 107. Please add a risk factor describing those consequences, the
degree of
uncertainty and the potential outcomes to investors. Please also
revise your summary and
Questions and Answers section to briefly highlight the uncertain tax
consequences.
The Charter provides,, page 85
4. Please revise this risk factor and your disclosure on page 219 to
describe the full scope of
the provision you discuss, consistent with Annex B-1 to this filing.
Background of the Business Combination, page 96
5. Please revise to clarify how you determined the initial $2.4 billion
valuation, as disclosed
on page 99. Also revise to discuss how that valuation and the other
material terms of the
transaction changed during the negotiations of the parties, including
proposals and
counterproposals submitted by the parties.
Tuscan's Board of Directors' Reasons, , page 101
6. Please revise to describe the research and analysis of the comparable
companies and
transactions and "certain projections" that your board conducted in
approving the
transaction and in determining that the 80% test was satisfied.
Currently, it is unclear
from your disclosure what companies or transactions were considered,
how they compare
to this transaction and Microvast and what financial metrics were
assessed. It is also
unclear how the projections to which you refer were utilized by your
board in reaching its
conclusions. Given this, it is unclear how investors are able to
evaluate your board's
conclusions.
Registration Rights and Lock-up Agreement, page 124
7. Please disclose whether there are any maximum cash penalties under the
registration
rights agreement, if applicable. Please also disclose any additional
penalties resulting from
delays in registering your common stock. Refer to ASC 825-20-50-1.
Unaudited Pro Forma Condensed Combined Financial Statements, page 125
8. Refer to note 4 on page 135. Please quantify the number of potentially
dilutive securities
that have been excluded from pro forma loss per share calculations
because they are anti-
dilutive.
The Charter Proposal, page 137
FirstName LastNameStephen Vogel
9. Please revise to describe the intended change to the exclusive forum
provision in your
Comapany NameTuscan
charter. Holdings
Please also revise toCorp.
include this change as a separate
proposal in your disclosure
beginning on
March 15, 2021 Page 2page 139.
FirstName LastName
Stephen Vogel
FirstName LastNameStephen Vogel
Tuscan Holdings Corp.
Comapany
March NameTuscan Holdings Corp.
15, 2021
March3 15, 2021 Page 3
Page
FirstName LastName
Tuscan's Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Results of Operations, page 158
10. We note the marketable securities held in the Trust Account sustained
a significant
unrealized loss in the three months ended September 30, 2020. We
further note that
interest income decreased during the nine month period ended September
30, 2020
compared to the same prior year period. Your MD&A does not provide any
insight behind
the significant drivers of the changes in interest income or changes
in value of the trust
assets. Given your disclosure in the financial statements that the
assets held in the Trust
Account are substantially held in U.S. Treasury Bills, please expand
your disclosures to
more fully discuss the yield changes and loss and the investments
involved.
Annual Cash Incentive Compensation Program, page 184
11. Please reconcile the disclosure here that Microvast does not maintain
an annual cash
incentive program with your disclosure on page 185 regarding the terms
of Mr.
Kelterborn's employment agreement.
Microvast's Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 187
12. Please revise MD&A to more fully disclose and discuss the following:
The facts and circumstances related to the 56.1% decrease in
revenue in 2019 that
you attribute to a change in government subsidy policies in the
PRC. Address the
specific nature of the change, disclose when in 2019 the change
occurred, and discuss
how you determined the change was responsible for the decrease in
revenue. Also,
address your expectations regarding future subsidies and their
potential impact on
revenue trends.
The facts and circumstances related to the significant decrease in
the gross profit
margin in 2019, including the factors that resulted in negative
gross profits during the
three month period ended December 31, 2019. Also, address the
inventory
impairments you recorded during each period, including the reasons
for the
impairments, the potential impact of future impairments, and why
inventory balance
sheet amounts are so significant relative to cost of revenue
during each related period.
More fully explain your billing terms and address why accounts and
notes
receivable balance sheet amounts at September 30, 2020, December
31, 2019 and
December 31, 2018 represented 137% of revenue during the period
ended September
30, 2020, 132% of revenue during 2019, and 102% of revenue during
2018.
More fully explain the specific nature of the construction in
progress at each balance
sheet date, including when the projects are expected to be
completed and the amount
of funding required for completion.
More clearly address how your common stock valuations during the
periods
presented relate to the fair value indicated by the current merger
transaction.
Stephen Vogel
Tuscan Holdings Corp.
March 15, 2021
Page 4
Overview, page 187
13. If you elect to highlight your relationships with customers or potential
customers, please
avoid vague terms like "long-term partnership" and "global cooperation
agreement."
Instead, revise to explain clearly the material features of the
agreement, including the
respective rights and obligations of the parties, termination provisions
and duration.
Revenue, page 193
14. Please revise to clarify the "change in government subsidy policies," how
it impacted your
operations as well as those of your suppliers and customers and whether
that change
remains in effect.
Index to Financial Statements, page F-1
15. Please provide updated financial statements and related disclosures to
the extent required
by Rules 3-12/8-08 of Regulation S-X.
Tuscan Holdings - Financial Statements, page F-2
16. Please revise the notes to the financial statements to update the current
date through which
the Company has to complete a Business Combination.
Microvast Inc. - Consolidated Financial Statements
21. Segment Information, page F-62
17. Please disclose revenue and long-lived assets attributed to any
individual countries that
are material as required by ASC 280-10-50-41.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Kevin Stertzel at (202) 551-3723 or Anne McConnell at
(202) 551-
3709 if you have questions regarding comments on the financial statements and
related
matters. Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal
Branch Chief, at
(202) 5541-3397 with any other questions.
Sincerely,
FirstName LastNameStephen Vogel
Division of
Corporation Finance
Comapany NameTuscan Holdings Corp.
Office of
Manufacturing
March 15, 2021 Page 4
cc: Alan Annex
FirstName LastName