PART I. FINANCIAL INFORMATION [Item 1. Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The unaudited statements show a significant increase in cash and equity post-recapitalization, alongside a higher net loss from increased operating expenses [Condensed Balance Sheet](index=6&type=section&id=Condensed%20Balance%20Sheet) The balance sheet reflects substantial growth in assets and a shift from shareholder deficit to equity following the reverse recapitalization **Total Assets:** | Metric | Dec 31, 2020 (in thousands) | Sep 30, 2021 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Assets | $404,510 | $990,356 | +144.8% | | Cash and cash equivalents | $21,496 | $572,609 | +2563.9% | | Restricted cash | $19,700 | $39,900 | +102.5% | | Accounts receivable, net | $76,298 | $67,243 | -11.9% | | Inventories, net | $44,968 | $47,820 | +6.3% | **Total Liabilities:** | Metric | Dec 31, 2020 (in thousands) | Sep 30, 2021 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Liabilities | $389,162 | $273,572 | -29.7% | | Accounts payable | $42,007 | $36,557 | -13.0% | | Short-term bank borrowings | $12,184 | $22,851 | +87.5% | | Bonds payable | $29,915 | $- | -100.0% | | Warrant liability | $- | $2,461 | N/A | **Shareholders' Equity:** | Metric | Dec 31, 2020 (in thousands) | Sep 30, 2021 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Shareholders' (Deficit)/Equity | $(384,602) | $716,784 | N/A (from deficit to equity) | | Common Stock (shares) | 99,028,297 | 300,522,394 | +203.5% | | Additional paid-in capital | $- | $1,291,199 | N/A | | Accumulated deficit | $(397,996) | $(585,460) | +47.1% (increase in deficit) | [Condensed Statements of Operations](index=8&type=section&id=Condensed%20Statements%20of%20Operations) The statements of operations detail a rise in revenues overshadowed by a much larger increase in costs, leading to a significant net loss **Three Months Ended September 30:** | Metric | 2020 (in thousands) | 2021 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Revenues | $30,753 | $36,894 | +20.0% | | Cost of revenues | $(27,075) | $(72,779) | +168.8% | | Gross profit/(loss) | $3,678 | $(35,885) | -1075.7% | | Loss from operations | $(9,096) | $(113,296) | +1145.6% | | Net loss | $(10,089) | $(116,476) | +1054.5% | | Net loss per share (Basic and diluted) | $(0.22) | $(0.49) | +122.7% | **Nine Months Ended September 30:** | Metric | 2020 (in thousands) | 2021 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Revenues | $59,400 | $85,204 | +43.4% | | Cost of revenues | $(50,950) | $(129,100) | +153.4% | | Gross profit/(loss) | $8,450 | $(43,896) | -619.5% | | Loss from operations | $(25,400) | $(146,471) | +476.7% | | Net loss | $(29,074) | $(159,844) | +449.8% | | Net loss per share (Basic and diluted) | $(0.65) | $(1.27) | +95.4% | [Condensed Statement of Comprehensive Loss](index=9&type=section&id=Condensed%20Statement%20of%20Comprehensive%20Loss) The statement shows a substantial increase in comprehensive loss, driven by higher net loss and negative foreign currency translation adjustments **Comprehensive Income/(Loss):** | Metric | Three Months Ended Sep 30, 2020 (in thousands) | Three Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2020 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(10,089) | $(116,476) | $(29,074) | $(159,844) | | Foreign currency translation adjustment | $10,867 | $(3,130) | $6,223 | $(2,373) | | Comprehensive income/(loss) | $778 | $(119,606) | $(22,851) | $(162,217) | [Condensed Statements of Changes in Shareholders' Equity](index=10&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) Shareholders' equity transformed from a deficit to a surplus, primarily due to common stock issuance from the reverse recapitalization **Shareholders' Equity Evolution (Nine Months Ended Sep 30, 2021):** | Metric | Jan 1, 2021 (in thousands) | Sep 30, 2021 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Total Shareholders' (Deficit)/Equity | $(384,602) | $716,784 | +$1,101,386 | | Common Stock (shares) | 99,028,297 | 298,834,894 | +201.8% | | Additional paid-in capital | $- | $1,291,199 | N/A | | Accumulated deficit | $(397,996) | $(585,460) | +47.1% (increase in deficit) | - Issuance of common stock upon the reverse recapitalization, net of issuance costs of $42.8 million, contributed **$1,241,671 thousand to equity**[25](index=25&type=chunk) - Share-based compensation added **$49,552 thousand**, while net loss reduced equity by **$(159,844) thousand**[25](index=25&type=chunk) [Condensed Statements of Cash Flows](index=12&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) Cash flows shifted dramatically due to a significant inflow from financing activities, despite increased cash usage in operations and investing **Cash Flow Summary (Nine Months Ended September 30):** | Metric | 2020 (in thousands) | 2021 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $5,799 | $(24,653) | -525.1% | | Net cash used in investing activities | $(14,425) | $(40,718) | +182.3% | | Net cash (used in) provided by financing activities | $(2,360) | $634,370 | N/A (from outflow to inflow) | | (Decrease) Increase in cash, cash equivalents and restricted cash | $(10,452) | $571,313 | N/A (from decrease to increase) | | Cash, cash equivalents and restricted cash at end of period | $31,332 | $612,509 | +1854.5% | - Key financing activities for the nine months ended September 30, 2021, included **$747,791 thousand from Merger and PIPE financing**, $57,500 thousand from issuance of convertible notes, and $26,603 thousand from bank borrowings, partially offset by $139,038 thousand in payments to exited noncontrolling interests[27](index=27&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) The notes detail the reverse recapitalization, significant warranty and inventory provisions, and substantial stock-based compensation expenses - The Merger on July 23, 2021, was accounted for as a reverse recapitalization, raising approximately **$708.4 million in proceeds**[37](index=37&type=chunk)[52](index=52&type=chunk)[57](index=57&type=chunk) - A significant increase in product warranty provision was recorded, with an additional accrual of **$34.1 million** for the three months and **$40.8 million** for the nine months ended September 30, 2021[63](index=63&type=chunk)[199](index=199&type=chunk) - Total stock-based compensation expense for the nine months ended September 30, 2021, was **$58.29 million**[27](index=27&type=chunk)[124](index=124&type=chunk)[125](index=125&type=chunk) - The company assumed Public and Private Warrants upon the Merger, with the Private Warrants recognized as a liability and remeasured, resulting in a **$1.1 million gain**[81](index=81&type=chunk)[86](index=86&type=chunk) - Provision for obsolete inventories increased significantly to **$12.7 million** for the nine months ended September 30, 2021, from $1.3 million in the prior year period[60](index=60&type=chunk)[221](index=221&type=chunk) - Capital commitments for construction and equipment were **$46.1 million** as of September 30, 2021, with lease commitments totaling **$34.0 million**[137](index=137&type=chunk)[138](index=138&type=chunk) - In October 2021, the company granted new RSUs and PSUs and acquired a building in Florida for **$11.0 million** for R&D projects[139](index=139&type=chunk)[140](index=140&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the financial impact of the Business Combination, strategic focus, and factors driving increased revenue and significant net losses [Completion of the Business Combination](index=40&type=section&id=Completion%20of%20the%20Business%20Combination) The merger with Tuscan Holdings Corp, accounted for as a reverse recapitalization, was completed on July 23, 2021 - The Business Combination, a merger between Tuscan Holdings Corp and Microvast, Inc, closed on July 23, 2021, and was accounted for as a **reverse recapitalization** with Microvast, Inc as the accounting acquirer[143](index=143&type=chunk)[146](index=146&type=chunk) - The transaction involved the issuance of shares to former Microvast owners, Bridge Notes holders, and PIPE investors, raising approximately **$708.4 million in proceeds**[52](index=52&type=chunk)[165](index=165&type=chunk) [Company's Business following the Business Combination](index=40&type=section&id=Company's%20Business%20following%20the%20Business%20Combination) The company designs and manufactures innovative, vertically integrated lithium battery systems for commercial vehicles and energy storage applications - Microvast is a technology innovator in lithium batteries, designing, developing, and manufacturing battery systems with **ultra-fast charging, long life, and superior safety**[147](index=147&type=chunk) - The company offers a broad range of cell chemistries and is **vertically integrated**, producing key battery components like cathode, anode, electrolyte, and separator[148](index=148&type=chunk)[149](index=149&type=chunk) - Microvast focuses on commercial vehicles and high-performance energy storage applications, expanding its market presence from **Asia & Pacific to Europe and the United States**[148](index=148&type=chunk)[151](index=151&type=chunk) **Battery Systems Sales & Backlog:** | Metric | As of Sep 30, 2020 | As of Sep 30, 2021 | Change | | :--- | :--- | :--- | :--- | | Total battery systems sold (MWh) | N/A | ~2,422.3 | N/A | | Backlog order (USD in millions) | ~$31.9 | ~$52.7 | +65.2% | | Backlog order (MWh equivalent) | ~90.8 | ~214.6 | +136.3% | [Key Factors Affecting Our Performance](index=41&type=section&id=Key%20Factors%20Affecting%20Our%20Performance) Performance is driven by technology innovation, market demand, manufacturing capacity, geographic sales mix, cost management, and regulatory factors - Future success is dependent on **continuous technology and product innovation**, requiring ongoing R&D investment[154](index=154&type=chunk) - Market demand for battery systems is driven by the growth of **electric vehicle and energy storage markets**, influenced by innovation, economic conditions, and government incentives[155](index=155&type=chunk) - Growth necessitates **increased manufacturing capacity**, with proceeds from the Business Combination earmarked for facility expansion[156](index=156&type=chunk) - Expanding sales into **Europe and the United States is expected to yield higher gross margins** compared to the PRC market[157](index=157&type=chunk) - Profitability is also affected by the ability to manage manufacturing costs, including **raw material price fluctuations** and achieving economies of scale[158](index=158&type=chunk) - The company operates within a regulatory landscape subject to environmental regulations, economic incentives, tax credits, and potential **trade restrictions/tariffs**[159](index=159&type=chunk) - The ongoing **COVID-19 pandemic** continues to adversely impact sales, operations, supply chains, and distribution systems[160](index=160&type=chunk) [Basis of Presentation](index=42&type=section&id=Basis%20of%20Presentation) The company operates as a single segment, with historical financial results reported in U.S dollars according to U.S GAAP - The company conducts its business through **one operating segment**, with historical results reported in accordance with U.S GAAP and in U.S dollars[161](index=161&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity was significantly enhanced by the Business Combination, providing sufficient capital to meet working capital needs for the next 12 months - As of September 30, 2021, the company's primary liquidity source was **$572.6 million in cash and cash equivalents**, significantly bolstered by **$708.4 million in net proceeds** from the Business Combination[162](index=162&type=chunk)[165](index=165&type=chunk) - The company had **$22.9 million in short-term bank borrowings** and **$73.1 million in long-term convertible bonds** as of September 30, 2021[163](index=163&type=chunk) - Approximately **$80.7 million of cash was held by PRC subsidiaries**, which would incur a 10% withholding tax if repatriated to the U.S[164](index=164&type=chunk) - Management believes the company will be able to meet its working capital requirements for **at least the next 12 months**[165](index=165&type=chunk) [Cash Flows](index=43&type=section&id=Cash%20Flows) A substantial net cash inflow from financing activities offset increased cash outflows from operating and investing activities **Cash Flow Summary (Nine Months Ended September 30):** | Metric | 2020 (in thousands) | 2021 (in thousands) | Change | | :--- | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $5,799 | $(24,653) | -525.1% | | Net cash used in investing activities | $(14,425) | $(40,718) | +182.3% | | Net cash (used in) provided by financing activities | $(2,360) | $634,370 | N/A (from outflow to inflow) | [Cash Flows from Operating Activities](index=43&type=section&id=Cash%20Flows%20from%20Operating%20Activities) Operating cash flow turned negative due to a higher net loss and various non-cash adjustments - Operating activities used **$24.7 million in cash** for the nine months ended September 30, 2021, a decrease from $5.8 million generated in the prior year, primarily due to a higher net loss and non-cash adjustments[167](index=167&type=chunk) - Key adjustments included **$14.4 million in depreciation**, $9.9 million loss on changes in fair value of convertible notes, and a $1.1 million gain on changes in fair value of warrant liability[167](index=167&type=chunk) [Cash Flows from Investing Activities](index=43&type=section&id=Cash%20Flows%20from%20Investing%20Activities) Cash used in investing activities increased significantly due to capital expenditures for property and equipment to support expansion - Investing activities used **$40.7 million in cash** for the nine months ended September 30, 2021, primarily for capital expenditures related to property and equipment for expansion plans[168](index=168&type=chunk) [Cash Flows from Financing Activities](index=43&type=section&id=Cash%20Flows%20from%20Financing%20Activities) Financing activities generated a substantial cash inflow, driven by proceeds from the Merger, PIPE financing, and convertible notes - Financing activities generated **$634.4 million in cash** for the nine months ended September 30, 2021, driven by **$708.4 million from Merger and PIPE financing**, $26.6 million from bank borrowings, and $57.5 million from convertible notes[169](index=169&type=chunk) - These inflows were partially offset by **$15.7 million in bank borrowing repayments** and **$139.0 million in payments to exited noncontrolling interests**[169](index=169&type=chunk) [Components of Results of Operations](index=44&type=section&id=Components%20of%20Results%20of%20Operations) Results are driven by battery sales revenue, manufacturing costs, operating expenses for growth, and various other income and tax items - Revenue is primarily derived from sales of electric battery products, with a historical focus on the **Asia & Pacific region**, now expanding internationally[171](index=171&type=chunk) - Cost of revenues includes manufacturing costs, personnel expenses, **warranty costs**, and depreciation directly attributable to production[172](index=172&type=chunk) - Operating expenses are expected to **increase in absolute dollars** due to increased headcount, marketing programs, and R&D investments[174](index=174&type=chunk)[175](index=175&type=chunk)[176](index=176&type=chunk) - Subsidy income consists of **non-recurring government grants**, while other income includes interest and foreign exchange gains/losses[177](index=177&type=chunk)[178](index=178&type=chunk) - Income tax expense is subject to varying statutory rates across the U.S, PRC, Germany, and the U.K, with **preferential rates for 'High and New Tech Enterprises' in the PRC**[179](index=179&type=chunk)[180](index=180&type=chunk) [Results of Operations](index=46&type=section&id=Results%20of%20Operations) The company's operational results show revenue growth but a significant decline in gross margin and a substantial increase in operating loss [Comparison of the Three Months Ended September 30, 2021 to the Three Months Ended September 30, 2020](index=46&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20September%2030%2C%202021%20to%20the%20Three%20Months%20Ended%20September%2030%2C%202020) Revenue grew by 20%, but a massive increase in cost of revenues, driven by warranty costs, led to a significant gross loss **Three Months Ended September 30:** | Metric | 2020 (in thousands) | 2021 (in thousands) | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues | $30,753 | $36,894 | $6,141 | 20.0% | | Cost of revenues | $(27,075) | $(72,779) | $(45,704) | 168.8% | | Gross profit/(loss) | $3,678 | $(35,885) | $(39,563) | (1,075.7)% | | Operating loss | $(9,096) | $(113,296) | $(104,200) | 1,145.6% | | Loss before income tax | $(10,359) | $(116,370) | $(106,011) | 1,023.4% | | Loss | $(10,089) | $(116,476) | $(106,387) | 1,054.5% | - Revenue increased by **20.0% to $36.9 million**, primarily driven by increased sales of battery cell products in the Asia & Pacific region[183](index=183&type=chunk) - Gross profit decreased significantly to a loss of **$(35.9) million (-97.3% margin)**, mainly due to a **$35.6 million increase in product warranty cost**[185](index=185&type=chunk)[187](index=187&type=chunk) - Operating expenses surged, with General and Administrative increasing by **1,108.6% to $(57.1) million**, primarily due to increased headcount and share-based compensation[188](index=188&type=chunk)[189](index=189&type=chunk)[190](index=190&type=chunk) - A loss of **$3.0 million** was incurred from changes in the fair value of convertible notes, while a gain of **$1.1 million** resulted from changes in the fair value of warrant liability[191](index=191&type=chunk)[192](index=192&type=chunk) [Comparison of the Nine Months Ended September 30, 2021 to the Nine Months Ended September 30, 2020](index=47&type=section&id=Comparison%20of%20the%20Nine%20Months%20Ended%20September%2030%2C%202021%20to%20the%20Nine%20Months%20Ended%20September%2030%2C%202020) Revenue grew by 43.4%, but a substantial increase in warranty costs and operating expenses resulted in a significantly larger net loss **Nine Months Ended September 30:** | Metric | 2020 (in thousands) | 2021 (in thousands) | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues | $59,400 | $85,204 | $25,804 | 43.4% | | Cost of revenues | $(50,950) | $(129,100) | $(78,150) | 153.4% | | Gross profit/(loss) | $8,450 | $(43,896) | $(52,346) | (619.5)% | | Operating loss | $(25,400) | $(146,471) | $(121,071) | 476.7% | | Loss before income tax | $(29,069) | $(159,520) | $(130,451) | 448.8% | | Loss | $(29,074) | $(159,844) | $(130,770) | 449.8% | - Revenue increased by **43.4% to $85.2 million**, primarily driven by increased sales of battery cell products in the Asia & Pacific region[195](index=195&type=chunk) - Gross profit decreased significantly to a loss of **$(43.9) million (-51.5% margin)**, mainly due to a **$44.6 million increase in product warranty cost**[197](index=197&type=chunk)[199](index=199&type=chunk) - Operating expenses surged, with General and Administrative increasing by **435.2% to $(67.8) million**, primarily due to increased headcount, expansion, and share-based compensation[200](index=200&type=chunk)[201](index=201&type=chunk)[202](index=202&type=chunk) - Subsidy income increased by **233.7% to $2.7 million**, primarily due to a one-time award from local governments in the PRC[203](index=203&type=chunk) - A loss of **$9.9 million** was incurred from changes in the fair value of convertible notes, while a gain of **$1.1 million** resulted from changes in the fair value of warrant liability[204](index=204&type=chunk)[205](index=205&type=chunk) [Contractual Obligations](index=50&type=section&id=Contractual%20Obligations) The company has significant contractual obligations, including lease commitments and substantial planned capital expenditures for capacity expansion **Contractual Obligations (as of Dec 31, 2020):** | Obligation Type | Total (in thousands) | Less than 1 Year (in thousands) | 1 – 3 Years (in thousands) | 3 – 5 Years (in thousands) | More than 5 years (in thousands) | | :--- | :--- | :--- | :--- | :--- | :--- | | Bond Payable* | $29,915 | $29,915 | $— | $— | $— | | Deposit liability for series B2 convertible preferred shares* | $21,792 | $21,792 | $— | $— | $— | | Interest | $42,180 | $11,298 | $24,976 | $5,741 | $165 | | Lease commitments | $34,042 | $3,539 | $6,377 | $4,451 | $19,675 | | Purchase obligations | $8,396 | $8,396 | $— | $— | $— | | Capital commitments | $30,706 | $29,264 | $1,442 | $— | $— | | **Total** | **$167,031** | **$104,204** | **$32,795** | **$10,192** | **$19,840** | *Converted to equity in connection with the Business Combination. - The company plans approximately **$420 million in capital expenditures** for capacity expansion in China, Germany, and Tennessee, expected to be completed by Q2 2023[207](index=207&type=chunk) [Critical Accounting Policies](index=50&type=section&id=Critical%20Accounting%20Policies) Key accounting policies involve significant judgments in revenue recognition, product warranty, inventory valuation, income taxes, and stock-based compensation - Revenue from lithium battery sales is recognized when **control of goods or services is transferred to the customer**[212](index=212&type=chunk) - Product warranty costs are estimated and reserved at the time of sale, with a significant additional accrual of **$34.1 million made in Q3 2021** for legacy products[217](index=217&type=chunk)[219](index=219&type=chunk) - Inventories are valued at the lower of cost or net realizable value, with impairment losses of **$12.7 million recorded** for the nine months ended September 30, 2021[220](index=220&type=chunk)[221](index=221&type=chunk) - Income taxes involve recognizing **deferred taxes for temporary differences** and establishing valuation allowances for deferred tax assets[222](index=222&type=chunk)[223](index=223&type=chunk) - Stock-based compensation expense is recognized straight-line over the service period, with **quarterly probability assessments for performance conditions** leading to potential volatility[224](index=224&type=chunk)[225](index=225&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks including limited interest rate risk, foreign currency risk from the Renminbi, and credit risk [Interest Rate Risk](index=54&type=section&id=Interest%20Rate%20Risk) The company's exposure to interest rate risk is limited due to the short maturity of its cash equivalents and variable rates on borrowings - The company's interest rate risk is **limited** due to short maturity cash equivalents and variable interest rates on borrowings[226](index=226&type=chunk) - A 100 basis point change in interest rates is **not expected to materially affect** operating results or financial condition[227](index=227&type=chunk) [Foreign Currency Risk](index=54&type=section&id=Foreign%20Currency%20Risk) The primary foreign currency risk arises from Renminbi-denominated transactions in the PRC, which are not currently hedged - The company faces foreign currency risk primarily from **Renminbi-denominated transactions** in the PRC[228](index=228&type=chunk) - An immediate **10% adverse change in Renminbi exchange rates** would result in a **$1.7 million foreign currency loss** as of September 30, 2021[228](index=228&type=chunk) - The company does **not currently use derivatives** to hedge this risk but may consider it in the future[228](index=228&type=chunk) [Credit Risk](index=54&type=section&id=Credit%20Risk) Credit risk is managed by extending credit to clients with good ratings and closely monitoring receivables for potential impairment - Credit risk primarily relates to **trade and other receivables**, restricted cash, cash equivalents, and amounts due from related parties[229](index=229&type=chunk) - Risk is mitigated by granting credit to clients with **good ratings** and closely monitoring overdue debts[229](index=229&type=chunk)[230](index=230&type=chunk) [Seasonality](index=54&type=section&id=Seasonality) Sales typically exhibit seasonality, with higher volumes in the third and fourth quarters due to purchasing patterns around the Chinese Spring Festival - The company typically experiences **higher sales during its third and fourth fiscal quarters** due to reduced purchases from Chinese bus OEMs during the Chinese Spring Festival holiday[231](index=231&type=chunk) - **Limited operational history** makes it difficult to precisely judge the exact nature or extent of the seasonality of the business[231](index=231&type=chunk) [Item 4. Controls and Procedures](index=54&type=section&id=Item%204.%20Controls%20and%20Procedures) Management identified two material weaknesses in internal controls, rendering disclosure controls ineffective, and is implementing remediation measures [Evaluation of Disclosure Controls and Procedures](index=54&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded that disclosure controls were not effective as of September 30, 2021, due to two identified material weaknesses - As of September 30, 2021, management concluded that the company's disclosure controls and procedures were **not effective** due to two identified material weaknesses[232](index=232&type=chunk) - Despite the material weaknesses, management believes the condensed consolidated financial statements **fairly represent** the financial condition, results of operations, and cash flows[232](index=232&type=chunk) [Material Weakness](index=55&type=section&id=Material%20Weakness) The company identified material weaknesses related to insufficient U.S GAAP/SEC expertise and a lack of comprehensive accounting policies - Two material weaknesses were identified: **insufficient financial reporting and accounting personnel** with appropriate U.S GAAP knowledge and a **lack of comprehensive accounting policies** and procedures[234](index=234&type=chunk) - These deficiencies could lead to **significant misstatements** in future consolidated financial statements[234](index=234&type=chunk) - Remediation plans include **hiring additional qualified accounting personnel**, streamlining reporting processes, and documenting key controls[235](index=235&type=chunk) [Changes in Internal Control Over Financial Reporting](index=55&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) The company is actively implementing measures post-Business Combination to address material weaknesses and enhance its internal control framework - Following the Business Combination, the company is actively implementing measures to **address identified material weaknesses** and integrate acquired operations[239](index=239&type=chunk)[240](index=240&type=chunk) - Remediation actions include **hiring qualified financial staff**, establishing comprehensive accounting policies, and implementing IT controls for SOX compliance[240](index=240&type=chunk) - As an emerging growth company, the company may take advantage of an exemption from the **auditor attestation requirement** under Section 404 of the Sarbanes-Oxley Act[241](index=241&type=chunk) [Limitations on Effectiveness of Controls and Procedures](index=56&type=section&id=Limitations%20on%20Effectiveness%20of%20Controls%20and%20Procedures) Management acknowledges that all control systems have inherent limitations and can only provide reasonable, not absolute, assurance - Management acknowledges that disclosure controls and internal control over financial reporting are designed to provide **reasonable, not absolute, assurance**[242](index=242&type=chunk) - Due to inherent limitations, control systems **cannot prevent or detect all errors and fraud**[242](index=242&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=57&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in various legal proceedings but does not expect them to have a material adverse effect on its financial condition - The company is involved in various legal proceedings, including a lawsuit by a former employee alleging breach of contract and discrimination, with the trial reset to **early 2022**[135](index=135&type=chunk)[245](index=245&type=chunk) - Management does not currently believe that the outcome of any litigation will have a **material adverse effect** on the company's business, operating results, cash flows, or financial condition[245](index=245&type=chunk) [Item 1A. Risk Factors](index=57&type=section&id=Item%201A.%20Risk%20Factors) Investors are directed to the company's Registration Statement on Form S-1 and subsequent filings for current risk factors post-Business Combination - Certain risk factors previously disclosed in the Annual Report on Form 10-K may **no longer apply** after the Business Combination[246](index=246&type=chunk) - For current risk factors, refer to the 'Risk Factors' section in the **Registration Statement on Form S-1 (File No. 333-258978)** and subsequent SEC filings[246](index=246&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities](index=57&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds%20from%20Registered%20Securities) Information on unregistered sales of equity securities was previously filed in a Form 8-K and is not repeated in this report - Information regarding unregistered sales of equity securities was included in a **Current Report on Form 8-K** and is not required to be furnished herein[247](index=247&type=chunk) [Item 3. Defaults Upon Senior Securities](index=57&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the period - **No defaults** upon senior securities were reported[248](index=248&type=chunk) [Item 4. Mine Safety Disclosures](index=57&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations - This item is **not applicable**[249](index=249&type=chunk) [Item 5. Other Information](index=57&type=section&id=Item%205.%20Other%20Information) No other information is reported under this item for the period - **No other information** is reported under this item[250](index=250&type=chunk) [Item 6. Exhibits](index=58&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including merger agreements, corporate documents, and executive certifications - The exhibits include the Agreement and Plan of Merger, corporate governance documents, various Employment Agreements, the **2021 Equity Incentive Plan**, and certifications from the Principal Executive and Financial Officers[253](index=253&type=chunk)

[PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's analysis of financial condition and operations [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements for Microvast Holdings, Inc. (formerly Tuscan Holdings Corp.) for the periods ended June 30, 2021, and December 31, 2020, including balance sheets, statements of operations, changes in stockholders' (deficit) equity, and cash flows, along with detailed notes explaining the company's organization, business combination, significant accounting policies, and financial instrument valuations [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section provides a summary of the company's financial position as of June 30, 2021, and December 31, 2020 Balance Sheet Summary (June 30, 2021 vs. December 31, 2020) | Metric | June 30, 2021 (Unaudited) | December 31, 2020 (Audited) | | :-------------------------------- | :-------------------------- | :-------------------------- | | Total Current Assets | $105,999 | $158,460 | | Cash and marketable securities in Trust Account | $281,671,994 | $282,254,978 | | Total Assets | $281,777,993 | $282,413,438 | | Total Current Liabilities | $801,468 | $645,704 | | Total Liabilities | $6,671,298 | $5,071,612 | | Total Stockholders' (Deficit) Equity | $(6,474,581) | $5,000,006 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section details the company's financial performance for the three and six months ended June 30, 2021 and 2020 Statements of Operations Summary (Three Months Ended June 30) | Metric | 2021 (Unaudited) | 2020 (Unaudited) | | :------------------------------------------ | :--------------- | :--------------- | | Operating and formation costs | $543,914 | $251,714 | | Loss from operations | $(543,914) | $(251,714) | | Interest income (Trust Account) | $10,503 | $983,408 | | Change in fair value of warrant liability | $(1,119,810) | $(133,965) | | Net income (loss) | $(2,050,595) | $(297,162) | | Basic net loss per common share (Non-redeemable) | $(0.26) | $(0.04) | Statements of Operations Summary (Six Months Ended June 30) | Metric | 2021 (Unaudited) | 2020 (Unaudited) | | :------------------------------------------ | :--------------- | :--------------- | | Operating and formation costs | $1,434,843 | $480,463 | | Loss from operations | $(1,434,843) | $(480,463) | | Interest income (Trust Account) | $46,299 | $2,010,565 | | Change in fair value of warrant liability | $20,610 | $3,435 | | Net income (loss) | $(2,099,420) | $1,606,293 | | Basic net loss per common share (Non-redeemable) | $(0.25) | $(0.04) | [Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20(Deficit)%20Equity) This section outlines changes in stockholders' equity for periods ending June 30, 2021, and June 30, 2020 Stockholders' (Deficit) Equity (January 1, 2021 to June 30, 2021) | Metric | January 1, 2021 | June 30, 2021 | | :------------------------------------ | :-------------- | :------------ | | Total Stockholders' (Deficit) Equity | $5,000,006 | $(6,474,581) | | Net loss (Jan-Jun 2021) | N/A | $(2,099,420) | Stockholders' Equity (January 1, 2020 to June 30, 2020) | Metric | January 1, 2020 | June 30, 2020 | | :------------------------------------ | :-------------- | :------------ | | Total Stockholders' Equity | $5,000,009 | $5,000,001 | | Net income (Jan-Mar 2020) | N/A | $1,903,455 | | Net loss (Apr-Jun 2020) | N/A | $(297,162) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section summarizes the cash inflows and outflows from operating, investing, and financing activities Cash Flow Summary (Six Months Ended June 30) | Metric | 2021 (Unaudited) | 2020 (Restated) | | :------------------------------------ | :--------------- | :-------------- | | Net cash used in operating activities | $(1,290,879) | $(545,136) | | Net cash provided by investing activities | $629,283 | $346,474 | | Net cash provided by financing activities | $592,110 | $202,833 | | Net Change in Cash | $(69,486) | $4,171 | | Cash – Ending | $66,475 | $144,474 | [Notes to Condensed Consolidated Unaudited Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Unaudited%20Financial%20Statements) This section details accounting policies, business combination, and financial instrument valuations - **Microvast Holdings, Inc.** (formerly Tuscan Holdings Corp.) was a blank check company formed on **November 5, 2018**, for the purpose of a business combination[24](index=24&type=chunk) - On **July 23, 2021**, the company consummated the acquisition of Microvast, Inc. (the "Merger"), with Microvast becoming a wholly-owned subsidiary[7](index=7&type=chunk)[25](index=25&type=chunk)[28](index=28&type=chunk) - The Business Combination involved the issuance of **210,000,000 shares** to former Microvast owners, **6,736,111 shares** for Bridge Notes conversion, **48,250,000 shares** to PIPE Investors, and **150,000 private placement units** to the Sponsor, with approximately **$708,000,000 in cash** contributed to Microvast for working capital[30](index=30&type=chunk) - The company faced Nasdaq compliance issues in early 2021 for not holding an annual meeting and for late 10-Q filing, but believes compliance was regained[40](index=40&type=chunk)[41](index=41&type=chunk) - The financial statements are unaudited and prepared in accordance with GAAP for interim reporting, with certain disclosures condensed or omitted[43](index=43&type=chunk) - The Company is an "emerging growth company" and has elected not to opt out of the extended transition period for new accounting standards[46](index=46&type=chunk)[47](index=47&type=chunk) - Warrants are accounted for as liabilities at fair value, with changes recognized in the statements of operations[52](index=52&type=chunk) - Common stock subject to possible redemption is classified as temporary equity at redemption value[53](index=53&type=chunk) - The Company adopted **ASU 2020-06** effective **January 1, 2021**, which simplifies accounting for convertible instruments, with no material impact on financial statements[67](index=67&type=chunk) - On **March 7, 2019**, the Company completed its IPO, selling **24,000,000 units** at **$10.00 each**, with an additional **3,600,000 units** sold on **March 12, 2019**, due to the over-allotment option, and each unit included one common stock share and one Public Warrant[34](index=34&type=chunk)[37](index=37&type=chunk)[71](index=71&type=chunk) - Simultaneously with the IPO, the Sponsor and EarlyBirdCapital purchased **615,000 Private Units** at **$10.00 each**, with an additional **72,000 Private Units** purchased on **March 12, 2019**, and proceeds were added to the Trust Account[35](index=35&type=chunk)[37](index=37&type=chunk)[72](index=72&type=chunk) - The Sponsor purchased **5,750,000 Founder Shares** for **$25,000** in **November 2018**, which increased to **6,900,000 shares** after a stock dividend[73](index=73&type=chunk)[74](index=74&type=chunk) - **Vogel Partners, LLP** (an affiliate of Mr. Vogel) provides administrative services for **$10,000 per month**[77](index=77&type=chunk) - The Company issued unsecured convertible promissory notes to the Sponsor totaling **$1,500,000** (**$300,000** on **April 21, 2020**, and **$1,200,000** on **February 12, 2021**), which are non-interest bearing and convertible into units at **$10.00 per unit** upon business combination[79](index=79&type=chunk) - The Company entered into a Registration Rights and Lock-Up Agreement at closing, replacing a prior agreement, which outlines resale registration rights and transfer restrictions for certain stockholders, including a **one-year lock-up** for **25% of Wu's shares** and a **two-year lock-up** for the remaining **75%**, with an early release condition at **$15.00**[82](index=82&type=chunk)[83](index=83&type=chunk)[84](index=84&type=chunk) - EarlyBirdCapital is entitled to a **$9,660,000 cash fee** upon business combination[85](index=85&type=chunk) - Morgan Stanley & Co. LLC is entitled to a **$5.5 million transaction fee** plus expenses for financial advisory services and placement fees for the PIPE Financing (**3.5%** on proceeds up to **$300M**, **2.5%** on proceeds above **$300M**)[86](index=86&type=chunk) - A Stockholders Agreement was entered into at closing, establishing the board of directors and nomination rights for Wu and the Sponsor[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) - An Amendment to Escrow Agreement details lock-up periods and earn-out conditions for Sponsor and Founder shares, tied to stock price targets (**$12.00** and **$15.00**)[92](index=92&type=chunk)[93](index=93&type=chunk)[94](index=94&type=chunk)[100](index=100&type=chunk) - As of **June 30, 2021**, there were **7,887,000 shares** of common stock issued and outstanding, excluding **27,583,510 shares** subject to possible redemption[97](index=97&type=chunk) - Common stock subject to possible redemption was valued at **$281,581,276** as of **June 30, 2021**[98](index=98&type=chunk) - Public Warrants become exercisable **30 days** after a business combination at **$11.50 per share** and expire **five years** after, redeemable by the Company if the stock price exceeds **$18.00** for **20 trading days** within a **30-day period**[100](index=100&type=chunk)[101](index=101&type=chunk) - Private Warrants are identical but non-redeemable and exercisable for cash or cashless as long as held by initial purchasers or permitted transferees[102](index=102&type=chunk) - The Company's assets and liabilities measured at fair value include cash and marketable securities in the Trust Account (Level 1), Warrant Liability – Private Warrants (Level 3), and Convertible Promissory Notes – Related Party (Level 3)[106](index=106&type=chunk) - Private Warrants and Convertible Promissory Notes are valued using a binomial lattice simulation model[107](index=107&type=chunk)[109](index=109&type=chunk) Fair Value of Private Warrants | Metric | June 30, 2021 | December 31, 2020 | | :------------- | :------------ | :---------------- | | Fair value | $4,183,830 | $4,204,440 | | Stock price | $13.63 | $17.10 | | Volatility | 46.9% | 19.5% | Fair Value of Convertible Promissory Notes | Metric | June 30, 2021 | | :------------- | :------------ | | Fair value | $1,686,000 | | Stock price | $13.63 | | Volatility | 46.9% | | Probability of transaction | 90.00% | - On **July 23, 2021**, the Company consummated the merger with Microvast[113](index=113&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=30&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial condition and operational results for the periods presented, focusing on its status as a blank check company and the recent business combination with Microvast, detailing financial performance, liquidity, capital resources, and critical accounting policies, highlighting significant net losses incurred in 2021 due to operating costs and changes in fair value of financial instruments [Overview](index=30&type=section&id=Overview) This section introduces the company as a blank check entity and its core activities - The Company is a blank check company incorporated on **November 5, 2018**, formed to effect a business combination[116](index=116&type=chunk) - All activities since inception relate to its formation, initial public offering, and identifying/consummating a business combination[117](index=117&type=chunk) [Recent Developments](index=30&type=section&id=Recent%20Developments) This section highlights key events including the merger, PIPE financing, and Nasdaq compliance - On **February 1, 2021**, the Company entered into a Merger Agreement with Microvast, Inc., which resulted in Microvast becoming a wholly-owned subsidiary[118](index=118&type=chunk) - The Merger Agreement included the issuance of **210,000,000 shares** of common stock to Microvast equity holders and the ability to earn an additional **20,000,000 shares** based on stock price performance[118](index=118&type=chunk) - The Company secured **$482,500,000** through a PIPE Financing by issuing **48,250,000 shares** of common stock at **$10.00 per share**[122](index=122&type=chunk) - Stockholder approval was obtained to extend the business combination deadline to **July 31, 2021**, with some public shares redeemed for cash[123](index=123&type=chunk) - The Company issued an unsecured promissory note to the Sponsor for **$1,200,000** on **February 12, 2021**, convertible into units at **$10.00 per unit**[124](index=124&type=chunk) - Nasdaq compliance issues regarding the annual meeting and timely 10-Q filing were addressed, with compliance believed to be regained[125](index=125&type=chunk)[126](index=126&type=chunk) [Results of Operations](index=32&type=section&id=Results%20of%20Operations) This section analyzes financial performance, detailing net losses and contributing factors for the periods - For the three months ended **June 30, 2021**, the Company had a net loss of **$2,050,595**, primarily due to operating costs (**$543,914**), change in fair value of convertible promissory notes (**$380,000**), and change in fair value of warrants (**$1,119,810**), compared to a net loss of **$297,162** in the same period of 2020[128](index=128&type=chunk)[130](index=130&type=chunk) - For the six months ended **June 30, 2021**, the Company reported a net loss of **$2,099,420**, driven by changes in the fair value of convertible promissory notes (**$736,000**) and operating costs (**$1,434,843**), contrasting with a net income of **$1,606,293** for the six months ended **June 30, 2020**[129](index=129&type=chunk)[131](index=131&type=chunk) [Liquidity and Capital Resources](index=32&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's cash position, funding sources, and cash flow activities - The Company generated gross proceeds of **$240,000,000** from its Initial Public Offering (**24,000,000 Units** at **$10.00**) and **$6,150,000** from the sale of **615,000 Private Units**[132](index=132&type=chunk) - An additional **$36,000,000** from **3,600,000 Units** and **$720,000** from **72,000 Private Units** were generated through the underwriters' over-allotment option[133](index=133&type=chunk) - A total of **$276,000,000** was placed in the Trust Account following the IPO and private placements[134](index=134&type=chunk) - As of **June 30, 2021**, marketable securities in the Trust Account totaled **$281,671,994**, including approximately **$7,751,000** of interest income and unrealized gains[135](index=135&type=chunk) - Cash used in operating activities for the six months ended **June 30, 2021**, was **$1,290,879**, compared to **$545,136** for the same period in 2020[136](index=136&type=chunk)[137](index=137&type=chunk) - The Company had cash of **$66,475** as of **June 30, 2021**[139](index=139&type=chunk) - Unsecured, non-interest bearing convertible promissory notes to the Sponsor totaled **$1,500,000**, convertible into units at **$10.00 per unit** upon business combination[140](index=140&type=chunk) - The Company secured an aggregate of **$482.5 million** in funding through the PIPE Financing as part of the business combination[142](index=142&type=chunk) [Off-Balance Sheet Financing Arrangements](index=33&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms the absence of off-balance sheet arrangements as of the reporting date - The Company had no off-balance sheet arrangements as of **June 30, 2021**[143](index=143&type=chunk) [Contractual Obligations](index=34&type=section&id=Contractual%20Obligations) This section details contractual commitments, including administrative and contingent business combination fees - The Company has no long-term debt, capital lease obligations, or operating lease obligations other than a **$10,000 monthly fee** to an affiliate of the Sponsor for administrative services[145](index=145&type=chunk) - Fees payable to EarlyBirdCapital (**$9,660,000**) and Morgan Stanley (**$5.5 million transaction fee** + PIPE placement fees) are contingent upon the consummation of the Microvast business combination[146](index=146&type=chunk) [Critical Accounting Policies](index=34&type=section&id=Critical%20Accounting%20Policies) This section outlines the key accounting policies for warrants, common stock, and net loss per share - Warrants are recorded as liabilities at fair value, with changes recognized in the statements of operations, using a binomial lattice model for valuation[148](index=148&type=chunk) - Common stock subject to possible redemption is classified as temporary equity at redemption value due to redemption rights outside the Company's control[149](index=149&type=chunk) - Net loss per common share is calculated using the two-class method, distinguishing between common stock subject to possible redemption and non-redeemable common stock[150](index=150&type=chunk) [Recently Adopted Accounting Standards](index=35&type=section&id=Recently%20Adopted%20Accounting%20Standards) This section describes the adoption of new accounting standards and their impact on the financial statements - The Company adopted **ASU No. 2020-06**, "Accounting for Convertible Instruments and Contracts in an Entity's Own Equity," effective **January 1, 2021**, which had no material impact on its financial statements[152](index=152&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=35&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section is not required for smaller reporting companies, and thus no specific disclosures about market risk are provided - Not required for smaller reporting companies[154](index=154&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=35&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2021, due to a material weakness related to the accounting for Private Warrants, which led to a restatement of financial statements, and the company is implementing remediation plans to address this weakness [Evaluation of Disclosure Controls and Procedures](index=35&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section details the assessment of disclosure controls, noting a material weakness in warrant accounting - As of **June 30, 2021**, the disclosure controls and procedures were deemed not effective due to a material weakness in accounting for Private Warrants, which led to a restatement of financial statements[156](index=156&type=chunk) - Disclosure controls and procedures provide reasonable, not absolute, assurance of meeting objectives[157](index=157&type=chunk) [Changes in Internal Control Over Financial Reporting](index=35&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) This section addresses internal control changes and planned remediation for the identified material weakness - No material changes in internal control over financial reporting occurred during the quarter, as the material weakness related to Private Warrants was identified subsequently[158](index=158&type=chunk) - The Company plans to enhance processes, provide better access to accounting literature, and increase communication to address the identified material weakness[158](index=158&type=chunk) [PART II. OTHER INFORMATION](index=37&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers additional disclosures including risk factors, equity sales, and a list of filed exhibits [ITEM 1A. RISK FACTORS](index=37&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section refers to the risk factors detailed in the Company's Annual Report on Form 10-K/A for the year ended December 31, 2020, and states that no material changes to these risk factors have occurred as of the report date - No material changes to risk factors disclosed in the Annual Report on Form 10-K/A as of the date of this report[161](index=161&type=chunk) [ITEM 5. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=37&type=section&id=ITEM%205.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) No unregistered sales of equity securities or use of proceeds are reported in this period - None[162](index=162&type=chunk) [ITEM 6. EXHIBITS](index=37&type=section&id=ITEM%206.%20EXHIBITS) This section lists the exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q, including certifications, XBRL documents, and the cover page interactive data file - Includes certifications of Principal Executive Officer and Principal Financial Officer (**31.1, 31.2, 32.1, 32.2**)[167](index=167&type=chunk) - Includes Inline XBRL Instance Document, Taxonomy Extension Schema, Calculation Linkbase, Definition Linkbase, Label Linkbase, and Presentation Linkbase (**101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE**)[167](index=167&type=chunk) - Includes Cover Page Interactive Data File (**104**)[167](index=167&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38826 TUSCAN HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 83-2530757 (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 001-38826 TUSCAN HOLDINGS CORP. (Exact name of registrant as specified in its charter) | Delaware | 83-2530757 | | --- | --- | | (State or Other Jurisdiction | (I.R.S. Employer | | of Incorporation) | Identification No.) | | 135 E. 57th St., 18th Floor | | | New York, NY | 10022 | | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38826 TUSCAN HOLDINGS CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38826 TUSCAN HOLDINGS CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or org ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 135 E. 57 Street, 18 Floor New York, NY 10022 (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fr ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2019 Commission File Number 001-38826 TUSCAN HOLDINGS CORP. (Exact name of registrant as specified in its charter) | Delaware | 83-2530757 | | --- | --- | | (State or Other Jurisdiction | (I.R.S. Employer | | of Incorporation) | Identification No.) | New York, NY 10022 (Address of principal executive offices) ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (646) 948-7100 For the transition period from to Commission File No. 001-38826 TUSCAN HOLDINGS CORP. (Exact name of registrant as specified in its charter) (State or other jurisdiction of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-38826 TUSCAN HOLDINGS CORP. (Exact name of registrant as specified in its charter) Delaware 83-2530757 (State or other jurisdiction of ...