United States securities and exchange commission logo

                              June 14, 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
                                                            Revised Preliminary
Proxy Statement on Schedule 14A
                                                            Filed June 3, 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

              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.

       Revised Preliminary Proxy Statement on Schedule 14A filed June 3, 2021

       Selected Historical Financial Information
       Selected Historical Financial Information - Tuscan, page 32

   1.                                                   Please ensure all
amounts presented here correspond with amounts presented in the
                                                        historical financial
statements, including amounts related to: Common stock subject to
                                                        possible redemption;
Other income (expense); Other income (expense), net; and Loss per
       Background of the Business Combination, page 99

   2.                                                   We note your revisions
in response to prior comments 5 and 6. Please revise to provide
                                                        investors with a better
understanding of the material factors used by your board in
                                                        evaluating Microvast
and the business combination. Specifically, please disclose the
                                                        Microvast projections,
including all material assumptions underlying those projections,
                                                        such as those relating
to "market share, expenses and profitability," as referenced on page
 Stephen Vogel
FirstName  LastNameStephen Vogel
Tuscan Holdings Corp.
June       NameTuscan Holdings Corp.
     14, 2021
June 14,
Page 2 2021 Page 2
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         108. Provide quantified disclosure when possible.
Unaudited Pro Forma Condensed Combined Financial Statements, page 130

3.       Please revise your disclosures related to the Earnout Shares to
explain your proposed
         accounting for the shares and revise the pro forma financial
statements accordingly. If you
         determine that the Earnout Shares will be required to be accounted for
as liabilities, please
         disclose and discuss the potential impact of the shares on future
results and provide a
         sensitivity analysis that quantifies the potential impact that changes
in the per share
         market price of the post combination common stock could have on the
pro forma financial
4.       Refer to adjustment (G) in note 3 on page 139. Given the revised pro
forma rules, please
         reflect any transaction costs that will be expensed as a non-recurring
item in the pro forma
         statement of operations for the year ended December 31, 2020. Since
the merger will be
         accounted for as a reverse recapitalization, it appears to us that
costs incurred by Tuscan
         and costs incurred by Microvast that are not offering costs should be
recorded in the pro
         forma statement of operations. Refer to Rule 11-02(a)(6) of Regulation
S-X and Section
         II.D of SEC Release 33-10786.

Microvast's Management's Discussion and Analysis of Financial Condition and
Results of
Components of Results of Operations
Revenue, page 196

5.       We note the header for certain revenue data is labeled as "Three-month
ended December
         31". It appears you should correct the header to state March 31.
Results of Operations, page 198

6.       We note your response to prior comment 12. We also note your
disclosures on page 202
         that indicate inventory impairments are recorded in general and
administrative expenses;
         however, it is not clear to us why inventory impairments are not
recorded in cost of
         revenue. Please revise your financial statements to re-classify
inventory impairments or
         more fully explain why you believe the current classification is
Financial Statements - Tuscan Holdings Corp.
Note 2. Restatement of Previously Issued Financial Statements, page F-10

7.       We note your disclosures related to the Private Warrants. We also note
you appear to
         account for the Public Warrants as equity. Please provide us with your
analysis under
         ASC 815-40 to support your accounting treatment for the public
warrants. As part of your
         analysis, please address whether there are any terms or provisions in
the warrant
         agreement that provide for potential changes to the settlement amounts
that are dependent
         upon the characteristics of the holder of the warrant, and if so, how
you analyzed those
 Stephen Vogel
Tuscan Holdings Corp.
June 14, 2021
Page 3
      provisions in accordance with the guidance in ASC 815-40.
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity,
page F-34

8.    Please more fully explain how you determined the change in value of
common stock
      subject to possible redemption during the three months ended March 31,
2021 that
      resulted in stockholders    (deficit) equity declining below $5 million.
In addition, based on
      the disclosures, in note 1 on page F-37 and throughout the filing, that
the Company will
      proceed with a Business Combination only if the Company has net tangible
assets of at
      least $5 million, please more fully explain why you believe the Business
Combination can

9.    We note the disclosure that you received stockholder approval for an
additional extension
      of the date by which you must complete a business combination to July 31,
2021. In your
      Form 8-K filed April 28, 2021, you disclose that you did not receive the
approval of 65%
      of the shares necessary to approve the Extension Amendment Proposal. You
also disclose
      that the 65% threshold in Article Sixth of your certificate of
incorporation will not be
      applicable and that as of May 1, 2021, the Extension Amendment Proposal
may be
      approved by a simple majority of the shares. On May 10, 2021, it appears
that the
      Extension Amendment Proposal was approved using the majority approval
      Please provide a discussion of the interpretation of your certificate
that resulted in the
      change to the number of shares required to approve the Extension
Amendment and the
      risk that a court could view this differently and determine that you were
not permitted to
      operate after the expiration date of the SPAC. Also discuss the potential
      should a court disagree with your interpretation of your certificate of
        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
matters. Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal
Branch Chief, at
(202) 551-3397 with any other questions.

FirstName LastNameStephen Vogel
                                                            Division of
Corporation Finance
Comapany NameTuscan Holdings Corp.
                                                            Office of
June 14, 2021 Page 3
cc:       Alan Annex
FirstName LastName