Microvast Holdings Files 8-K: Financial Obligations & Equity Sales

TL;DR

MVST filed an 8-K showing new debt/equity deals and unregistered stock sales.

AI Summary

On June 3, 2024, Microvast Holdings, Inc. entered into a material definitive agreement, likely related to financing or operations, as indicated by the filing of an 8-K. The filing also notes the creation of a direct financial obligation and unregistered sales of equity securities, suggesting potential capital raising activities or debt issuance. The company, formerly Tuscan Holdings Corp., is incorporated in Delaware.

Why It Matters

This filing indicates potential new financial obligations and equity transactions for Microvast, which could impact its capital structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial risks and uncertainty.

Key Players & Entities

• Microvast Holdings, Inc. (company) — Registrant
• Tuscan Holdings Corp. (company) — Former company name
• June 3, 2024 (date) — Date of earliest event reported
• May 28, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share MVST The NASDAQ Stock Market
• $11.50 — of common stock at an exercise price of $11.50 per share MVSTW The NASDAQ Stock Market
• $12,000,000 — in the form of an Initial Term Loan of $12,000,000 funded on the Closing Date and a Delaye
• $13,000,000 — ng Date and a Delayed Draw Term Loan of $13,000,000 at an initial interest rate equal to Te
• $100,000 — n, in whole or in part in increments of $100,000, into shares of common stock, par value
• $1.00 — equal to two shares of Common Stock per $1.00 of principal amount of Loans to be conv
• $2.00 — arrant) at an initial exercise price of $2.00 per share (as may be adjusted in accord

Filing Documents

• mvst-20240603.htm (8-K) — 40KB
• wu_microvast-warrant.htm (EX-4.1) — 169KB
• wu_microvast-loanandsecuri.htm (EX-10.1) — 1260KB
• wu_microvast-pledgeagreeme.htm (EX-10.2) — 117KB
• wu_microvast-guarantyagree.htm (EX-10.3) — 115KB
• 0001760689-24-000021.txt ( ) — 2151KB
• mvst-20240603.xsd (EX-101.SCH) — 2KB
• mvst-20240603_def.xml (EX-101.DEF) — 16KB
• mvst-20240603_lab.xml (EX-101.LAB) — 28KB
• mvst-20240603_pre.xml (EX-101.PRE) — 17KB
• mvst-20240603_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 28, 2024, Microvast Holdings, Inc., a Delaware corporation (the "Company"), entered into a Loan and Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the "Loan Agreement"), by and among the Company, as a guarantor, Microvast, Inc., a Delaware corporation and a direct subsidiary of the Company, as borrower (the "Borrower"), each direct or indirect subsidiary of the Company that is or may, from time to time, become a "Loan Party" party thereto (and, together with the Company, each a "Guarantor" and collectively, the "Guarantors" and together with the Borrower, each a "Loan Party" and collectively, the "Loan Parties"), Yang Wu, the Company's Chief Executive Officer and Chairman, as initial lender (the "Initial Lender" and, together with the Initial Lender's permitted successors and assigns, the "Lenders") and Acquiom Agency Services LLC, as administrative agent and collateral agent for all Lenders (in such capacities, and any successors and permitted assigns thereto in such capacities, "Agent"), pursuant to which the Lenders may, upon the terms and subject to the conditions stated therein, make loans to the Borrower (the "Loans"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Loan Agreement. Loan Agreement The Loan Agreement provides, among other things, that the Lenders will make the Loans available to the Borrower, upon the terms and subject to the conditions stated therein, in the form of an Initial Term Loan of $12,000,000 funded on the Closing Date and a Delayed Draw Term Loan of $13,000,000 at an initial interest rate equal to Term SOFR for the applicable Interest Period, plus an initial Applicable Margin of 9.75% per annum, 3.75% of which shall be paid in kind rather than in cash. The Loans have a maturity date of November 28, 2025, which maturity date may be accelerated upon the occurrence and contin

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The issuance of the warrant was made in a private placement transaction, pursuant to the exemption provided by Section 4(2) of the Securities Act and certain rules and regulations promulgated under that section and pursuant to exemptions under state securities laws.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits ExhibitNo. Description 4.1 Common Stock Purchase Warrant, dated May 28, 2024, issued by Microvast Holdings, Inc. to Yang Wu. 10.1 Loan and Security Agreement, dated May 28, 2024, by and among Microvast Holdings, Inc., Microvast, Inc., the subsidiaries of Microvast Holdings, Inc. party thereto, Yang Wu and Acquiom Agency Services LLC. 10.2 Pledge Agreement, dated May 28, 2024, by and among Microvast Holdings, Inc., Microvast, Inc., the subsidiaries of Microvast Holdings, Inc. party thereto and Acquiom Agency Services LLC. 10.3 Guaranty Agreement, dated May 28, 2024, by and among Microvast Holdings, Inc., Microvast, Inc., the subsidiaries of Microvast Holdings, Inc. party thereto and Acquiom Agency Services LLC.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 3, 2024 MICROVAST HOLDINGS, INC. By: /s/ Isida Tushe Name: Isida Tushe Title: President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR