Item 1.01. Entry into a Material Definitive Agreement.
Stockholders Agreement
At the Closing, the Company, Mr.
(i) The Class I Directors shall be
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(ii) The Class II Directors shall be
(iii) The Class III Directors shall be Wu, Yanzhuan Zheng and
Wu has the right, but not the obligation, to nominate for election to the board
at every meeting of the stockholders of the Company at which directors are
elected a number of individuals (rounded up to the nearest whole number) equal
to (a) the total number of directors, multiplied by (b) the quotient obtained by
dividing the shares of common stock beneficially owned by Wu by the total number
of outstanding shares of common stock (each, a "Wu Director") less the number of
Wu Directors then serving on the board and whose terms in office are not
expiring at such meeting. Wu, Yanzhuan Zheng,
So long as the Sponsor beneficially owns at least 5,481,441 shares of common
stock, the Sponsor shall have the right, but not the obligation, to nominate for
election to the board at every meeting of the stockholders of the Company at
which directors are elected, one individual (the "Sponsor Director") less the
number of Sponsor Directors then serving on the board and whose terms in office
are not expiring at such meeting.
The foregoing description of the Stockholders Agreement is a summary only and is qualified in its entirety by reference to the Stockholders Agreement, a copy of which is attached as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Registration Rights and Lock-Up Agreement
At the Closing, the Company entered into a Registration Rights and Lock-Up
Agreement (the "Registration Rights and Lockup Agreement") with stockholders of
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth under "Introductory Note" above is incorporated in this
Item 2.01 by reference. The material provisions of the Merger Agreement and the
Framework Agreement are described in Tuscan's definitive proxy statement filed
with the
The Business Combination was approved by Tuscan's stockholders at Tuscan's
special meeting of the stockholders held on
At Closing, pursuant to the terms of the Merger Agreement, the Framework
Agreement and subscription agreements entered into with the holders of the
Bridge Notes and the
? The Company issued 210,000,000 shares of common stock to the former owners of
number is inclusive of the shares being issued to the
the Framework Agreement to MVST SPV and pursuant to the CL Private Placement;
? The Company issued 6,736,106 shares of common stock to the holders of the
Bridge Notes;
? The Company issued 48,250,000 shares of common stock to the
? The Company issued 150,000 private placement units to the Sponsor upon
conversion of notes payable by the Company in the amount of
? The Company contributed approximately
retained for working capital purposes.
Pursuant to the Merger Agreement, the Microvast Holders and the
As of the Closing Date and following the completion of the Business Combination, the ownership interests of the Company's stockholders were as follows:
(Shares) % Existing Microvast Equity Holders(a) 210,000,000 69.9 % Existing Microvast Convertible Noteholders 6,736,106 2.2 % Tuscan public stockholders 27,493,140 9.2 % Sponsor Group 7,608,589 2.5 % EarlyBirdCapital 428,411 0.1 % PIPE Investors 48,250,000 16.1 % . . .
Item 3.02. Unregistered Sales of
The information set forth under "Item 2.01. Completion of Acquisition or
Disposition of Assets-Recent Sales of
Item 5.01. Changes in Control of Registrant.
To the extent required, the information set forth under "Introductory Note" and "Item 2.01. Completion of Acquisition or Disposition of Assets" of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information set forth under "Item 2.01 Completion of Acquisition or Disposition of Assets-Directors" and "Item 2.01 Completion of Acquisition or Disposition of Assets-Executive Officers" of this Current Report on Form 8-K is incorporated herein by reference.
Executive Employment Agreements
In connection with the Merger,
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On the Closing Date, the Company's Charter was amended and restated (as amended and restated, the "Charter") and the Company's Bylaws were amended and restated (as amended and restated, the "Bylaws") to, among other things:
? change the name of the Company from "
Holdings, Inc. ";
? (1) increase the total number of authorized shares of capital stock from
66,000,000 to 800,000,000 shares of capital stock, (2) increase the number of
authorized shares of common stock from 65,000,000 shares to 750,000,000 shares
and (3) increase the number of authorized shares of preferred stock, par value
? provide that the number of directors which shall constitute the board shall be
determined in the manner set forth in the Bylaws, except that any increase or
decrease in the number of directors constituting the board shall require the
affirmative vote of the directors nominated by Wu then in office;
? provide that each committee of the board shall consist of the number of
directors nominated by Wu that is proportionate to Wu's ownership interest
(rounded up) in the Company;
? provide that subject to holders of preferred stock, the holders of common stock
of the Company will be entitled to participate in dividends or other
distributions as declared by the board;
? provide that the stockholders of the Company shall hold a special meeting for
the purpose of electing directors or to transact any other business properly
brought before the stockholders at such meeting and that special meetings of
the stockholders of the Company may be called by (1) the board, (2) the
chairman of the board or (3) Wu, so long as Wu maintains beneficial ownership
of at least 10% of the total voting power of all the outstanding shares of
stock of the Company entitled to vote generally in the election of directors;
? provide that the affirmative vote of a majority of the total voting power of
the outstanding capital stock of the Company entitled to vote generally in the
election of directors is required to amend, alter, change, add to or repeal the
Bylaws;
? elect that the Company shall not be governed by Section 203 of the DGCL;
? provide that the Charter may only be amended (1) so long as Wu maintains
beneficial ownership of at least 10% of the total voting power of all the
outstanding shares of stock of the Company entitled to vote generally in the
election of directors, by the affirmative vote of the holders of at least 75%
of the total voting power of all the then outstanding shares of stock of the
Company entitled to vote generally in the election of directors or (2) if Wu
does not beneficially own at least 10% of the total voting power of all the
outstanding shares of stock of the Company entitled to vote generally in the
election of directors, by a majority of the total voting power of all
outstanding shares of stock of the Company then entitled to vote generally in
the election of directors, voting together as a single class;
? remove the various provisions applicable only to special purpose acquisition
corporations that the Charter contains, including the requirement that the
Company wind-up its affairs and liquidate if it does not complete a business
combination by the termination date set forth therein (Article Sixth); and
? provide that the designation of
litigation matters does not apply to claims arising under the Securities Act or
the Exchange Act and to designate the
exclusive forum for claims arising under the Securities Act.
Copies of the Charter and Bylaws are filed with this Current Report on Form 8-K as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference, and the foregoing description of the Charter and Bylaws is qualified in its entirety by reference thereto.
Item 5.06. Change in Shell Company Status.
As a result of the Business Combination, which fulfilled the definition of an initial business combination as required by Tuscan's Charter, the Company ceased to be a shell company, as defined in Rule 12b-2 of the Exchange Act, as of the Closing Date. The material terms of the Business Combination are described in the Proxy Statement in the section entitled "Proposal No. 1-The Business Combination Proposal" beginning on page 99, which is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired
The historical financial statements of
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated combined financial information of
Tuscan for the year ended
(d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofFebruary 1, 2021 , by and among Tuscan Holdings Corp.,TSCN Merger Sub Inc. , andMicrovast, Inc. (incorporated by reference to the Company's definitive proxy statement on Schedule 14A, filed with theSEC onJuly 2, 2021 ). 3.1* Second Amended and Restated Certificate of Incorporation ofMicrovast Holdings, Inc. 3.2* Amended and Restated Bylaws ofMicrovast Holdings, Inc. 4.1* Registration Rights and Lock-Up Agreement dated as ofJuly 23, 2021 , by and among (a)Microvast Holdings, Inc. , (b) the Microvast Equity Holders, (c) the CL Holders, (d)Tuscan Holdings Acquisition LLC ,Stefan M. Selig ,Richard O. Rieger andAmy Butte , and (e)EarlyBirdCapital, Inc. 4.2* Stockholders Agreement datedJuly 23, 2021 by and among (a)Microvast Holdings, Inc. , (b)Yang Wu and (c) Tuscan Holdings Acquisition LLC. 4.3 Warrant Agreement dated as ofMarch 5, 2019 betweenMicrovast Holdings, Inc. (formerly Tuscan Holdings Corp. andContinental Stock Transfer & Trust Company , (incorporated by reference to Exhibit 4.1 to the registrant's Current Report on Form 8-K filed with theSEC onMarch 7, 2019 ). 4.4* Specimen Common Stock Certificate. 4.5* Specimen Warrant Certificate. 10.1* Form of Indemnity Agreement. 10.2* Employment Agreement, dated as ofFebruary 1, 2021 , by and betweenMicrovast, Inc. andYang Wu . 10.3* Employment Agreement, dated as ofFebruary 1, 2021 , by and betweenMicrovast, Inc. and Yanzhuan Zheng. 10.4* Employment Agreement, dated as ofFebruary 1, 2021 , by and betweenMicrovast, Inc. andWenjuan Mattis , Ph.D.. 10.5* Employment Agreement, dated as ofJune 1, 2017 , by and betweenMicrovast, Inc. andSascha Rene Kelterborn . 10.6*Microvast Holdings, Inc. 2021 Equity Incentive Plan. 10.7 Framework Agreement dated as ofFebruary 1, 2021 , among the Registrant,MVST SPV Inc. ,Microvast, Inc. ,Microvast Power System (Huzhou) Co., Ltd. , ("MPS"), certain MPS convertible loan investors (the "CL Investors ") and certain minority equity investors in MPS (incorporated by reference from Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with theSEC onFebruary 5, 2021 ). 10.8 Form of Subscription Agreement between the Registrant and certain PIPE Investors (incorporated by reference from Exhibit 10.4 to the Company's Current Report on Form 8-K, filed with theSEC onFebruary 5, 2021 ). 10.9 Subscription Agreement between theRegistrant and Riheng HK Limited (incorporated by reference from Exhibit 10.5 to the Company's Current Report on Form 8-K, filed with theSEC onFebruary 5, 2021 ). 10.10 Subscription Agreement between theRegistrant and Aurora Sheen Limited (incorporated by reference from Exhibit 10.6 to the Company's Current Report on Form 8-K, filed with theSEC onFebruary 5, 2021 ). 27 10.11 Sponsor Support Agreement, dated as ofFebruary 1, 2021 , by and among Registrant, the Sponsor,Microvast, Inc. , and certain stockholders of Registrant (incorporated by reference from Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with theSEC onFebruary 5, 2021 ). 10.12 Escrow Agreement between the Registrant,Continental Stock Transfer &Trust Company and the Company's Initial Stockholder (incorporated by reference from Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with theSEC onMarch 7, 2019 ). 10.13* Amendment No. 1 to Escrow Agreement between the Registrant,Continental Stock Transfer & Trust Company and the Company's Initial Stockholder, dated as ofJuly 23, 2021 . 21.1* Subsidiaries of the Registrant. 99.1 Financial statements ofMicrovast, Inc. for the three years endedDecember 31, 2020 and the three months endedMarch 31, 2021 (incorporated by reference to the registrant's definitive proxy statement filed with theSEC onJuly 2, 2021 ). 99.2* Unaudited pro forma condensed consolidated combined financial information of the Company for the year endedDecember 31, 2020 and the three months endedMarch 31, 2021 . * Filed herewith. 28
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