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United States securities and exchange commission logo
October 18, 2021
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re: Microvast Holdings,
Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed September 24,
2021
File No. 333-258978
Dear Mr. Zheng:
We have reviewed your amended registration statement 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 this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 16, 2021 letter.
Amendment No. 1 to Form S-1 filed September 24, 2021
Prospectus Cover Page, page ii
1. We note your response
to prior comment two. Provide prominent disclosure about the
legal and operational
risks associated with being based in or having the majority of the
company s operations
in China. Your disclosure should make clear whether these risks
could result in a
material change in your operations and/or the value of your common
stock could
significantly limit or completely hinder your ability to offer or continue to
offer securities to
investors and cause the value of such securities to significantly decline
or be worthless. Your
disclosure should address how recent statements and regulatory
actions by China s
government, such as those related to the use of variable interest entities
and data security or
anti-monopoly concerns, has or may impact the company s ability to
Yanzhuan Zheng
FirstName LastNameYanzhuan Zheng
Microvast Holdings, Inc.
Comapany
October 18,NameMicrovast
2021 Holdings, Inc.
October
Page 2 18, 2021 Page 2
FirstName LastName
conduct its business, accept foreign investments, or list on an U.S.
or other foreign
exchange. Your prospectus summary should address, but not necessarily
be limited to, the
risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
2. We note your response to prior comment five. In your summary of risk
factors, describe
the significant regulatory, liquidity, and enforcement risks with
cross-references to the
more detailed discussion of these risks in the prospectus. For
example, specifically discuss
risks arising from the legal system in China, including risks and
uncertainties regarding
the enforcement of laws and that rules and regulations in China can
change quickly with
little advance notice; and the risk that the Chinese government may
intervene or influence
your operations at any time, or may exert more control over offerings
conducted overseas
and/or foreign investment in China-based issuers, which could result
in a material change
in your operations and/or the value of your ordinary shares.
Acknowledge any risks that
any actions by the Chinese government to exert more oversight and
control over offerings
that are conducted overseas and/or foreign investment in China-based
issuers could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors and cause the value of such securities to significantly
decline or be worthless.
3. We note your response to prior comment six. Disclose each permission
that you or your
subsidiaries are required to obtain from Chinese authorities to
operate and issue these
securities to foreign investors. State whether you, or your
subsidiaries, are covered by
permissions requirements from the the Cyberspace Administration of
China (CAC), or
any other entity that is required to approve your or your
subsidiaries' operations, and state
affirmatively whether you have received all requisite permissions and
whether any
permissions have been denied.
4. We note your response to prior comment seven. Please revise your
summary to quantify
any cash flows and transfers of other assets by type that have
occurred between the
holding company and its subsidiaries, and the direction of transfer.
Quantify any
dividends or distributions that a subsidiary made to the holding
company and which entity
made such transfer, and their tax consequences. If there were no
transfers, dividends or
distributions, then please revise to include clear disclosure to that
effect. Also, we note
your risk factor disclosure. Please revise to prominently disclose and
discuss any
restrictions on foreign exchange and your ability to transfer cash
between entities, across
borders, and to U.S. investors. Please also describe any restrictions
and limitations on your
ability to distribute earnings from your subsidiaries to the parent
company and U.S.
investors.
5. We note your response to prior comment nine. If the PCAOB has been or
is currently
unable to inspect your auditor, revise your disclosure to so state.
Risk Factors, page 16
We note your response to prior comment 11. Given the Chinese
government s significant
Yanzhuan Zheng
Microvast Holdings, Inc.
October 18, 2021
Page 3
6. oversight and discretion over the conduct of your business, please
revise to separately
highlight the risk that the Chinese government may intervene or
influence your operations
at any time, which could result in a material change in your
operations and/or the value of
your ordinary shares. Also, given recent statements by the Chinese
government indicating
an intent to exert more oversight and control over offerings that are
conducted overseas
and/or foreign investment in China based issuers, acknowledge the risk
that any such
action could significantly limit or completely hinder your ability to
offer or continue to
offer securities to investors and cause the value of such securities
to significantly decline
or be worthless.
7. We note your response to prior comment 12. We reissue this comment. In
light of recent
events indicating greater oversight by the Cyberspace Administration
of China over data
security, particularly for companies seeking to list on a foreign
exchange, please revise
your disclosure to explain how this oversight impacts your business
and your offering and
to what extent you believe that you are compliant with the regulations
or policies that have
been issued by the CAC to date.
Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia
Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
FirstName LastNameYanzhuan Zheng Sincerely,
Comapany NameMicrovast Holdings, Inc.
Division of
Corporation Finance
October 18, 2021 Page 3 Office of
Manufacturing
FirstName LastName