微宏控股美股招股说明书(2022-06-09版)

424B4 1 f424b40622microvasthold.htm PROSPECTUS Filed pursuant to Rule 424(b)(4)Registration No. 333-258978PROSPECTUSMicrovast Holdings, Inc.321,460,085 Shares of Common Stock837,000 Warrants to Purchase Common StockThis prospectus relates to: (1) the issuance by us of up to 27,600,000 shares of our common stock, par value $0.0001 per share (“common stock”) that may be issued upon exercise of public warrants (as defined below) to purchase common stock at an exercise price of $11.50 per share of common stock and (2) the offer and sale, from time to time, by the selling holders identified in this prospectus (the “Selling Holders”), or their permitted transferees, of (i) up to 293,860,085 shares of common stock and (ii) up to 837,000 private warrants (each as defined below).Microvast Holdings, Inc. is a Delaware corporation that is a holding company. As a holding company with no material operations of our own, our operations are conducted through our subsidiaries, including subsidiaries based in China. References to “we,” “us,” “our” and the “Company” refer to Microvast Holdings, Inc. and our subsidiaries, taken as a whole. All securities being offered pursuant to this prospectus are securities of the Delaware holding company, and accordingly no investor will acquire a direct interest in any of the equity securities of our subsidiaries. A substantial portion of our facilities are currently located in the People’s Republic of China, which we refer to as the “PRC” or “China”. INVESTING IN OUR COMMON STOCK INVOLVES SUBSTANTIAL RISKS, INCLUDING RISKS RELATED TO THE FACT THAT WE ARE A HOLDING COMPANY WITH NO MATERIAL OPERATIONS OF OUR OWN AND THAT WE CONDUCT A SUBSTANTIAL MAJORITY OF OUR OPERATIONS THROUGH OUR OPERATING ENTITIES ESTABLISHED IN THE PRC. RECENT REGULATORY DEVELOPMENTS IN CHINA, IN PARTICULAR WITH RESPECT TO RESTRICTIONS ON CHINA-BASED COMPANIES RAISING CAPITAL OFFSHORE, AND THE GOVERNMENT-LED CYBER SECURITY REVIEWS OF CERTAIN COMPANIES WITH VIE STRUCTURES, MAY LEAD TO ADDITIONAL REGULATORY REVIEW IN CHINA OVER THE CONDUCT OF OUR BUSINESS AND OUR FINANCING AND CAPITAL RAISING ACTIVITIES IN THE UNITED STATES. THE CENTRAL AND LOCAL PRC GOVERNMENTS CONTINUE TO EXERCISE A SUBSTANTIAL DEGREE OF CONTROL AND INFLUENCE OVER BUSINESSES OPERATING IN CHINA. SUCH INFLUENCE AND CONTROL CAN BE EXERTED IN NUMEROUS WAYS, INCLUDING BY MEANS OF POLICIES IN RESPECT OF THE APPROVALS AND PERMITS REQUIRED TO OPERATE IN CHINA OR OWN A SUBSIDIARY IN CHINA, CONTROL OVER OFFERINGS CONDUCTED OVERSEAS AND/OR FOREIGN INVESTMENT IN CHINA-BASED ISSUERS, CONTROL OVER DATA SECURITY, PREFERENTIAL TREATMENTS SUCH AS TAX INCENTIVES, ELECTRICITY PRICING, AND SAFETY, ENVIRONMENTAL AND QUALITY CONTROL. IF THE PRC GOVERNMENT CHANGES ITS CURRENT POLICIES, OR THE INTERPRETATION OF THOSE POLICIES THAT ARE CURRENTLY BENEFICIAL TO US, WE MAY FACE PRESSURE ON OUR OPERATIONS AND OUR ABILITY TO GENERATE REVENUE OR MAXIMIZE OUR PROFITABILITY, OR WE MAY EVEN BE UNABLE TO CONTINUE TO OPERATE IN CHINA OR OFFER OR CONTINUE TO OFFER SECURITIES, ALL OF WHICH IN TURN COULD CAUSE THE VALUE OF OUR SECURITIES TO SIGNIFICANTLY DECLINE OR BE WORTHLESS.RECENT STATEMENTS MADE AND REGULATORY ACTIONS UNDERTAKEN BY CHINA’S GOVERNMENT, INCLUDING THE RECENT ENACTMENT OF CHINA’S NEW DATA SECURITY LAW, AS WELL AS OUR OBLIGATIONS TO COMPLY WITH CHINA’S CYBERSECURITY REVIEW MEASURES (REVISED DRAFT FOR PUBLIC CONSULTATION) AND ANY OTHER FUTURE LAWS AND REGULATIONS MAY REQUIRE US TO INCUR SIGNIFICANT EXPENSES AND COULD MATERIALLY AFFECT OUR ABILITY TO CONDUCT OUR BUSINESS, ACCEPT FOREIGN INVESTMENTS OR LIST ON A U.S. OR OTHER FOREIGN EXCHANGE. ADDITIONALLY, CHINA’S ANTI-MONOPOLY LAW AND SECURITY REVIEW RULES MAY RESTRICT OUR ABILITY TO MAKE INVESTMENTS IN OUR SUBSIDIARIES OR ACQUISITIONS IN CHINA.THE HOLDING FOREIGN COMPANIES ACCOUNTABLE ACT (THE “HFCAA”) PROVIDES FOR ENHANCED DISCLOSURE REQUIREMENTS IF THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD (THE “PCAOB”) IS UNABLE TO INSPECT OR INVESTIGATE COMPLETELY REGISTERED PUBLIC ACCOUNTING FIRMS BECAUSE THE COMPANY USES A FOREIGN AUDITOR NOT SUBJECT TO PCAOB INSPECTION. ON DECEMBER 2, 2021, THE SEC ISSUED FINAL RULES UNDER THE HFCAA, WHICH BECAME EFFECTIVE ON JANUARY 10, 2022, AMENDING THE DISCLOSURE REQUIREMENTS IN ANNUAL REPORTS FOR REGISTRANTS THAT THE SEC IDENTIFIES AS HAVING FILED AN ANNUAL REPORT CONTAINING AN AUDIT ISSUED BY A REGISTERED PUBLIC ACCOUNTING FIRM THAT IS LOCATED IN A FOREIGN JURISDICTION THAT THE PCAOB IS UNABLE TO INSPECT OR INVESTIGATE COMPLETELY BECAUSE OF A POSITION TAKEN BY AN AUTHORITY IN THAT JURISDICTION. ON DECEMBER 16, 2021, THE PCAOB ISSUED ITS DETERMINATION THAT THE PCAOB IS UNABLE TO INSPECT OR INVESTIGATE COMPLETELY PCAOB-REGISTERED PUBLIC ACCOUNTING FIRMS HEADQUARTERED IN MAINLAND CHINA AND IN HONG KONG, BECAUSE OF POSITIONS TAKEN BY PRC AUTHORITIES IN THOSE JURISDICTIONS, AND THE PCAOB INCLUDED IN THE REPORT OF ITS DETERMINATION A LIST OF THE ACCOUNTING FIRMS THAT ARE HEADQUARTERED IN THE P