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United States securities and exchange commission logo
April 25, 2022
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re: Microvast Holdings,
Inc.
Amendment No. 6 to
Registration Statement on Form S-1
Filed April 8, 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.
Unless we note
otherwise, our references to prior comments are to comments in our March
14, 2022 letter.
Amendment No. 6 to Form S-1 filed April 8, 2022
Prospectus Cover Page, page i
1. We note your response
to prior comment four. With respect to the registration of the
resale of 837,000
private warrants owned by the Sponsor, please disclose in the risk factor
section that cash
proceeds associated with the exercises of the warrants are dependent on
the stock price.
The uncertainty in global economic conditions, such as those associated
with Russia's recent
invasion of Ukraine, page 58
2. We note your disclsoure
you currently expect sales in Russia to increase significantly in
2022. Please elaborate
on what you expect sales to be in 2022 so that investors have a
Yanzhuan Zheng
Microvast Holdings, Inc.
April 25, 2022
Page 2
better appreciation of this risk.
Liquidity and Capital Resources, page 100
3. We note your response to prior comment 17 and we reissue this comment.
We note that
the projected revenues for 2021 were $230 million, as set forth in the
unaudited
prospective financial information Microvast s management prepared
and provided to the
Microvast Board, Microvast s financial advisors and Tuscan in
connection with the
evaluation of the Business Combination. We also note that your actual
revenues for the
year ended December 31, 2021, that you reported in your Form 10-K, was
approximately
$152 million. You missed your 2021 revenue projection. Please update
your disclosure
here and elsewhere to address this.
General
4. On page 58, you refer to your business in Russia. Please describe the
impact of Russia s
invasion of Ukraine on your business. In addition to the general
impact, please also
consider the impact on your supply chain, any impact from sanctions
and export controls
and whether you will need to evaluate any aspects of your business for
impairment. If the
impact is not material, please explain why.
5. Please identify whether any export control restrictions and sanctions
are applicable to your
business and describe the impact on the company and investors.
6. If you conduct operations or have assets in Russia, consider
disclosing the risk that the
Russian government may nationalize your assets and quantifying the
potential impact to
your financial statements, if material.
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
April 25, 2022 Page 2 Office of
Manufacturing
FirstName LastName