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United States securities and exchange commission logo
February 10, 2022
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re: Microvast Holdings,
Inc.
Amendment No. 5 to
Registration Statement on Form S-1
Filed January 28,
2022
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.
Amendment No. 5 to Form S-1 Filed January 28, 2022
Cover Page
1. Please revise to
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, have or may impact the company s ability to conduct its
business, accept
foreign investments, or list on a U.S. or other foreign exchange.
2. State whether any
dividends have been made to date to investors, and quantify the
amounts where
applicable.
Prospectus Summary, page 1
3. Please revise your
summary risk factors to acknowledge any risks that any actions by the
Yanzhuan Zheng
Microvast Holdings, Inc.
February 10, 2022
Page 2
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.
4. We note your disclsoure that the Holding Foreign Companies Accountable
Act and other
developments may have a material adverse impact on your listing and
trading in the U.S.
Please revise your risk factor to disclose that your securities could
be prohibited from
trading. Please also update your disclsoure on page 28.
5. We note your disclsoure that you currently possess all governmental
permits, permissions
and approvals required to conduct your operations in the PRC. Please
describe the
consequences to you and your investors if you, your subsidiaries, or
the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently
conclude that such
permissions or approvals are not required, or (iii) applicable laws,
regulations, or
interpretations change and you are required to obtain such permissions
or approvals in the
future.
6. Provide a clear description of how cash is transferred through your
organization. Disclose
your intentions to distribute earnings or settle amounts owed under
the VIE agreements.
Quantify any cash flows and transfers of other assets by type that
have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and
direction of transfer.
Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made
to the holding company and which entity made such transfer, and their
tax consequences.
Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
tax consequences. Your disclosure should make clear if no transfers,
dividends, or
distributions have been made to date. Describe any restrictions on
foreign exchange and
your ability to transfer cash between entities, across borders, and to
U.S. investors.
Describe any restrictions and limitations on your ability to
distribute earnings from the
company, including your subsidiaries and/or the consolidated VIEs, to
the parent company
and U.S. investors as well as the ability to settle amounts owed under
the VIE agreements.
Executive Compensation, page 109
7. Please update executive compensation disclosure as of the fiscal year
ended December 31,
2021.
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.
February 10, 2022 Page 2 Division of
Corporation Finance
FirstName LastName Office of
Manufacturing