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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
Corp.
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
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.
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
share.
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.
Comapany
June NameTuscan Holdings Corp.
14, 2021
June 14,
Page 2 2021 Page 2
FirstName LastName
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
statements.
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
Operations
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
appropriate.
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
proceed.
General
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
standard.
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
consequences
should a court disagree with your interpretation of your certificate of
incorporation.
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) 551-3397 with any other questions.
Sincerely,
FirstName LastNameStephen Vogel
Division of
Corporation Finance
Comapany NameTuscan Holdings Corp.
Office of
Manufacturing
June 14, 2021 Page 3
cc: Alan Annex
FirstName LastName