SEC Comment Letter 0000000000-25-001240 to Microvast Holdings, Inc. (MVST)
Microvast Holdings, Inc.
Date: Feb. 5, 2025 · CIK: 0001760689 · Accession: 0000000000-25-001240
AI Filing Summary & Sentiment
File numbers found in text: 333-284496
Letter
February 5, 2025 Yang Wu Chief Executive Officer Microvast Holdings, Inc. 12603 Southwest Freeway, Suite 300 Stafford, Texas 77477 Re:Microvast Holdings, Inc. Registration Statement on Form S-3 Filed on January 24, 2025 File No. 333-284496 Dear Yang Wu: We have conducted a limited review of your registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Form S-3 filed January 24, 2025 Cover Page 1.Please include, on your cover page, the disclosures required by the Division of Corporation Finance's Sample Letter to China-Based Companies issued by the Staff in December 2021. In this regard, we note the disclosures you included in your Form S-1 filed on May 23, 2022. General Given the Chinese government’s significant oversight and discretion over the conduct and operations of your business, please revise to describe any material impact that intervention, influence, or control by the Chinese government has or may have on your business or on the value of your securities. Highlight separately the risk that the Chinese government may intervene or influence your operations at any time, which 2.
February 5, 2025 Page 2 could result in a material change in your operations and/or the value of your securities. Also, given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, acknowledge the risk that any such action could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. We remind you that, pursuant to federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) means “the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Bradley Ecker at 202-551-4985 or Geoffrey Kruczek at 202-551-3641 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Alain Dermarkar
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February 5, 2025
Yang Wu
Chief Executive Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Registration Statement on Form S-3
Filed on January 24, 2025
File No. 333-284496
Dear Yang Wu:
We have conducted a limited review of your registration statement and have the
following comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Form S-3 filed January 24, 2025
Cover Page
1.Please include, on your cover page, the disclosures required by the Division of
Corporation Finance's Sample Letter to China-Based Companies issued by the Staff in
December 2021. In this regard, we note the disclosures you included in your Form S-1
filed on May 23, 2022.
General
Given the Chinese government’s significant oversight and discretion over the conduct
and operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on
your business or on the value of your securities. Highlight separately the risk that the
Chinese government may intervene or influence your operations at any time, which 2.
February 5, 2025
Page 2
could result in a material change in your operations and/or the value of your
securities. Also, given recent statements by the Chinese government indicating an
intent to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers, acknowledge the risk that any such
action could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. We remind you that, pursuant to federal securities rules, the
term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.”
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Bradley Ecker at 202-551-4985 or Geoffrey Kruczek at 202-551-3641
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Alain Dermarkar