SecProbe.io

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 Microvast Holdings, Inc.

 12603 Southwest Freeway, Suite 300

 Stafford, TX 77477

 April 30, 2025

 Via EDGAR Transmission

 U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-6010

 Attn: Bradley Ecker
Geoffrey Kruczek

 Re:

 Microvast Holdings, Inc.
 Registration Statement on Form S-3/A
 Filed April 28, 2025
 File No. 333-284496

 Dear Mr. Ecker and Mr. Kruczek:

 In accordance with Rule 461 of Regulation
C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective
date of the above-referenced Registration Statement on Form S-3/A (the "Registration Statement") of Microvast Holdings, Inc.
(the "Company"). We respectfully request that the Registration Statement become effective as of 1:00 p.m. Eastern Time on
May 1, 2025, or as soon thereafter as practicable.

 Please contact Taylor Landry of Allen Overy
Shearman Sterling US LLP, counsel to the Company, at 713-354-4893, or in his absence, Bill Nelson at 713-354-4880, to provide notice of
effectiveness or if you have any other questions or concerns regarding this matter.

 Sincerely,

 Microvast Holdings, Inc.
 By:	 /s/ Isida Tushe
 Isida Tushe
 President, General Counsel and Corporate
 Secretary

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February 14, 2025

VIA EDGAR

Bradley Ecker

Geoffrey Kruczek

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Microvast Holdings, Inc.

    Registration Statement on Form S-3

    Filed on January 24, 2025

    File No. 333-284496

Dear Mr. Ecker and Mr. Kruczek:

This letter is in response to the comments of the staff
of the United States Securities and Exchange Commission (the “Staff”) contained in your letter dated February 5, 2025
(the “Comment Letter”), regarding the Registration Statement on Form S-3 (the “Registration Statement”),
which was filed by Microvast Holdings, Inc. (the “Company” or “Microvast”) with the United States
Securities and Exchange Commission (the “Commission”) on January 24, 2025.

The Company has filed today this letter via EDGAR correspondence.
For the convenience of the Staff, the numbering of the paragraphs below corresponds to the numbering of the comment in the Comment Letter,
the text of which the Company has incorporated into this response letter in italicized type, and which is followed by the Company’s
response.

Cover Page

 1. Comment: 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.

Response: The Company respectfully advises the Staff
that the Company is not a China-based company as it is not based in and does not conduct the majority of its operations in China.

 • The Company is holding company incorporated in Delaware which principally conducts its business operations through its wholly-owned
subsidiary, Microvast Inc., which is also a Delaware corporation, other U.S. domestic subsidiaries, a U.K. subsidiary, a German subsidiary
and five subsidiaries formed in China.

 • The Company is based in the United States with its business headquarters located in Stafford, Texas, where decisions and control of
the Company’s operations are centralized.

 • Of the Company’s senior executive management, the Chief Executive Officer and Chairman of the Board, the President, General
Counsel and Secretary, and the Chief Financial Officer, are based in the United States at the Company’s headquarters, our Chief
Technology Officer is based in the United States at the Company’s research and development facility in Florida, and only the Chief
Operating Officer is based in China. A majority of the members of our senior executive management are citizens of the U.S. and one member
is a citizen of the U.K. and one member is a citizen of China. A majority of the members of the Company’s board of directors are
U.S. citizens who reside in the U.S.

 • Since 2021, the Company’s business strategy has been to expand its presence and product promotion to Europe, the U.S. and elsewhere.
For the years ended December 31, 2022, 2023 and 2024, the Company derived 35%, 49% and 67%, respectively, of its revenues from outside
of China, including sales in the U.S., France, Germany, India, Singapore, the U.K., Korea, Italy, Netherlands, Poland, Czech
Republic, Belgium, Finland and Sweden.

 • The Company does not use any variable interest entity (VIE) structure.

General

 2. Comment: 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 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.”

Response: We have included risk factors in our Report
on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), that are incorporated by reference into the
Registration Statement, describing potential material impacts that intervention, influence, or control by the Chinese government has or
may have on the Company’s business or on the value of the Company’s securities, the risk that the Chinese government may intervene
or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities,
and the risk that actions by the Chinese government could affect the Company’s ability to offer or continue to offer securities
to investors and have a material adverse effect on our business, results of operations and stock price.

See “Risks
Related to Doing Business in China” including “--Any future revocation of approvals, future failure to obtain approvals applicable
to our business or any adverse changes in foreign investment policies of the PRC government, including restrictions on the foreign ownership
of companies, may have a material adverse impact on our business, financial condition and results of operations”; “--The
PRC government may exert substantial influence over the manner in which we conduct our business operations in China”; and “--Changes
in the policies of the PRC government, including more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, could have a significant impact on the business we may be able to conduct in China, the profitability
of our business and the value of our common stock.” There have been no significant changes to these risk factors since the filing
of the Annual Report, particularly as the Company has executed on its strategy and has thereby increased its revenues outside of China
as noted above and is not a China-based company.

If you have any questions regarding the responses
to the comments of the Staff, or require additional information, please contact Taylor Landry at (713) 354-4893 or via email at taylor.landry@aoshearman.com
or Bill Nelson at (713) 354-4880 or via email at bill.nelson@aoshearman.com.

    Sincerely,

    /s/ Taylor Landry

    Taylor Landy

    Partner

    Allen Overy Shearman Sterling US LLP

    cc:

    Yang Wu, Chief Executive Officer and Chairman of the Board, Microvast Holdings,
    Inc.

    Isida Tushe, President, General Counsel and Corporate Secretary, Microvast
    Holdings, Inc.

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

United States securities and exchange commission logo
December 21, 2023
Craig Webster
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-38826
Dear Craig Webster:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Bill Nelson

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2601 Olive Street 17th Floor

Dallas, TX 75201

+1.214.271.5777

November 28,
2023

Via
Edgar

Securities and Exchange Commission

Division of Corporation Finance Disclosure Review Program

100 F Street, N.E.

Washington, D.C. 20549

Attention: Jennifer Gowetski and Andrew Mew

    Re:

    Microvast Holdings, Inc. (the “Company”)

    Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2022

    Filed March 16, 2023

    Response dated September 26, 2023

    File No. 001-38826

Ladies and Gentlemen:

We are writing on behalf of the Company in response
to the comment of the staff (the “Staff”) of the Securities and Exchange Commission set forth in the letter dated November
14, 2023 (the “Comment Letter”) with respect to Form SPDSCL-HFCAA-GOV filed on September 26, 2023.

The comment of the Staff is set forth below, followed
by the Company’s response.

Form SPDSCL-HFCAA-GOV filed September 26, 2023

General

    1.
    We note your statement that you reviewed your register of shareholders and public filings made by your shareholders in connection with your required submission under paragraph (a). Please supplementally describe any additional materials that were reviewed and explain how you determined the absence of foreign government representation on your board. In addition, please tell us whether you relied upon any legal opinions or third-party certifications such as affidavits as the basis for your submission.

Response: In response to the Staff’s comment, the
Company reviewed the business experiences of each of the Company’s directors, currently consisting of Yeelong Tan Balladon, Stephen
A. Vogel, Yang Wu, Arthur Wong, Wei Ying and Yanzhuan Zheng, and found that none of these persons is a representative of any government
entity in the People’s Republic of China (the “PRC”) or Hong Kong or, to the knowledge of the Company, is an official
of the Chinese Communist Party. Additionally, based solely on the absence of a Schedule 13D or 13G filing by any such governmental entity
and review of the Company’s register of shareholders, the Company determined that, to the Company’s knowledge, no person who
beneficially owns more than five percent of the Company’s common stock is a representative of any government entity in the PRC or
Hong Kong or an official of the Chinese Communist Party. The Company believes that its review of the material described above was sufficient
to determine that the Company is not owned or controlled by a government entity in the PRC or Hong Kong.

The Company did not rely upon any legal opinions or third-party
certifications such as affidavits as the basis for its submission.

SHEARMAN.COM

Shearman & Sterling LLP is a limited liability partnership organized
in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

*****

We hope that the forgoing has been responsive to the
Staff’s comments. Please do not hesitate to contact me at 214-271-5658 if there are any comments or questions concerning the foregoing
or if I can be of assistance in any way.

    Sincerely,

    /s/ Alain Dermarkar

    Alain Dermarkar

    cc:
    Bill Nelson, Shearman & Sterling LLP

    Emily Leitch, Shearman & Sterling LLP

United States securities and exchange commission logo
November 14, 2023
Craig Webster
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Response dated September 26, 2023
File No. 001-38826
Dear Craig Webster:
            We have reviewed your September 26, 2023 response to our comment letter and have the
following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our September 12,
2023 letter.
Form SPDSCL-HFCAA-GOV filed September 26, 2023
General
1.We note your statement that you reviewed your register of shareholders and public filings
made by your shareholders in connection with your required submission under paragraph
(a). Please supplementally describe any additional materials that were reviewed and
explain how you determined the absence of foreign government representation on your
board. In addition, please tell us whether you relied upon any legal opinions or third party
certifications such as affidavits as the basis for your submission.

 FirstName LastNameCraig Webster
 Comapany NameMicrovast Holdings, Inc.
 November 14, 2023 Page 2
 FirstName LastName
Craig Webster
Microvast Holdings, Inc.
November 14, 2023
Page 2
            Please contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at 202-551-3377 with
any other questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Bill Nelson

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September 26, 2023

Jennifer Gowetski and Andrew Mew

United States Securities and Exchange Commission

Division of Corporation Finance

Disclosure Review Program

100 F Street, NE

Washington, D.C. 20549-0405

    Re:
    Microvast Holdings, Inc.

    Form 10-K for Fiscal Year Ended December 31, 2022

    File No. 001-38826

Dear Ms. Gowetski and Mr. Mew,

Microvast Holdings, Inc. (the “Company”)
is responding to the comment letter of the Staff of the U.S. Securities and Exchange Commission (the “Staff”) dated September
12, 2023 on the above referenced filing. For your convenience, we have reproduced the Staff’s comment in bold immediately preceding
the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2022

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 77

 1. We note that during your fiscal year 2022 you were identified by the Commission pursuant to Section
104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C. 7214(i)(2)(A)) as having retained, for the preparation of the audit report on
your financial statements included in the Form 10-K, a registered public accounting firm that has a branch or office that is located in
a foreign jurisdiction and that the Public Company Accounting Oversight Board had determined it is unable to inspect or investigate completely
because of a position taken by an authority in the foreign jurisdiction. Please provide the documentation required by Item 9C(a) of Form
10-K in the EDGAR submission form “SPDSCL-HFCAA-GOV” or tell us why you are not required to do so. Refer to the Staff Statement
on the Holding Foreign Companies Accountable Act and the Consolidated Appropriations Act, 2023, available on our website at https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.

We acknowledge the
Staff’s comment and respectfully submit that the Company has provided the requested information via EDGAR submission form “SPDSCL-HFCAA-GOV”
on September 26, 2023. The submission provides the basis for establishing that the Company is not owned or controlled by a governmental
entity in the foreign jurisdiction of the registered public accounting firm that prepared the Company’s audit report included in
their Form 10-K for fiscal year ended December 31, 2022.

If you have any additional questions or comments,
please do not hesitate to contact me at craig.webster@microvast.com.

Very truly yours,

/s/ Craig Webster

Chief Financial Officer

cc:  Bill Nelson, Shearman & Sterling LLP

      Emily Leitch, Shearman & Sterling LLP

       Alain
Dermarkar, Shearman & Sterling LLP

United States securities and exchange commission logo
September 12, 2023
Craig Webster
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-38826
Dear Craig Webster:
            We have limited our review of your filing to the submission and/or disclosures as
required by Item 9C of Form 10-K and have the following comment.  In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections, page 77
1.We note that during your fiscal year 2022 you were identified by the Commission
pursuant to Section 104(i)(2)(A) of the Sarbanes-Oxley Act of 2002 (15 U.S.C.
7214(i)(2)(A)) as having retained, for the preparation of the audit report on your financial
statements included in the Form 10-K, a registered public accounting firm that has a
branch or office that is located in a foreign jurisdiction and that the Public Company
Accounting Oversight Board had determined it is unable to inspect or investigate
completely because of a position taken by an authority in the foreign jurisdiction.  Please
provide the documentation required by Item 9C(a) of Form 10-K in the EDGAR
submission form “SPDSCL-HFCAA-GOV” or tell us why you are not required to do so.
Refer to the Staff Statement on the Holding Foreign Companies Accountable Act and the
Consolidated Appropriations Act, 2023, available on our website at
https://www.sec.gov/corpfin/announcement/statement-hfcaa-040623.

 FirstName LastNameCraig Webster
 Comapany NameMicrovast Holdings, Inc.
 September 12, 2023 Page 2
 FirstName LastName
Craig Webster
Microvast Holdings, Inc.
September 12, 2023
Page 2
            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.
            Please contact Jennifer Gowetski at 202-551-3401 or Andrew Mew at 202-551-3377 with
any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program
cc:       Bill Nelson

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Microvast
Holdings, Inc.

12603
Southwest Freeway, Suite 210

Stafford,
Texas 77477

June
6, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549

Attn:
Sherry Haywood and Asia Timmons-Pierce

  Re:
  Microvast
  Holdings, Inc.

  Registration
  Statement on Form S-1

  File No. 333-258978

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), Microvast Holdings, Inc. (the “Company”)
hereby requests that the effective date of the above-referenced Registration Statement (the “Registration Statement”) be
accelerated by the Securities and Exchange Commission so that the Registration Statement will be declared effective under the Securities
Act at 9:00 a.m. Eastern Time on June 8, 2022, or as soon thereafter as is practicable, or such other time as the Company or its outside
counsel, Shearman & Sterling LLP, may request by telephone that such Registration Statement be declared effective.

We
request that we be notified of such effectiveness by a telephone call to Emily Leitch of Shearman & Sterling LLP at (713) 377-8333,
or in her absence, Alain Dermarkar at (214) 271-5658, and that such effectiveness also be confirmed in writing.

[Signature
page follows]

    1

    Very
    truly yours,

    By:
    /s/
    Craig Webster

    Name:
    Craig Webster

    Title:
    Chief Financial
    Officer

  cc:
  Bill
  Nelson, Shearman & Sterling LLP

  Alain Dermarkar,
  Shearman & Sterling LLP

  Emily Leitch,
  Shearman & Sterling LLP

[Signature
Page to Acceleration Request Letter]

2

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599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

May 23,
2022

Via
Edgar

Securities and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention: Sherry Haywood and Asia Timmons- Pierce

    Re:
    Microvast
    Holdings, Inc. (the “Company”)

    Amendment
    No. 7 to Registration Statement on Form S-1

    Filed
    April 29, 2022

    File
    No. 333-258978

Ladies and Gentlemen:

We are writing on behalf of the Company in response
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission set forth in the letter dated May 18,
2022 (the “Comment Letter”) with respect to Amendment No. 7 to the Registration Statement on Form S-1 filed by the Company
on April 29, 2022.

This letter is being submitted together with the
Company’s filing of Amendment No. 8 to the Registration Statement on Form S-1 (the “Amendment No. 8”), which reflects
revisions and updates, among other things, to address the Staff’s comments.

Each comment of the Staff is set forth below, followed
by the corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter. Page numbers in the text of the Company’s responses correspond to page numbers in Amendment No.
8.

Amendment No. 8 to the Registration Statement on Form S-1, filed
May 23, 2022

General

 1. If your auditor is subject to the determinations announced by the PCAOB on December 16, 2021, please disclose on your cover page,
prospectus summary, and applicable risk factors that you have been identified by the Commission under the HFCAA. Disclose that you have
been conclusively identified and the impact this may have on your ability to continue to offer your securities.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on the prospectus cover page and on pages 2, 17, 21 and 22.

SHEARMAN.COM

Shearman & Sterling LLP is a limited liability partnership organized
in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

*****

We hope that the forgoing has been responsive to
the Staff’s comments. Please do not hesitate to contact me at 214-271-5658 if there are any comments or questions concerning the
foregoing or if I can be of assistance in any way.

    Sincerely,

    /s/ Alain Dermarkar

    Alain Dermarkar

    cc:
    Bill Nelson, Shearman & Sterling LLP

    Emily Leitch, Shearman & Sterling LLP

United States securities and exchange commission logo
May 18, 2022
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Amendment No. 7 to Registration Statement on Form S-1
Filed April 29, 2022
File No. 333-258978
Dear Mr. Zheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 25, 2022 letter.
Form S-1/A filed April 29, 2022
General
1.If your auditor is subject to the determinations announced by the PCAOB on December
16, 2021, please disclose on your cover page, prospectus summary, and applicable risk
factors that you have been identified by the Commission under the HFCAA. Disclose that
you have been conclusively identified and the impact this may have on your ability to
continue to offer your securities.

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 May 18, 2022 Page 2
 FirstName LastName
Yanzhuan Zheng
Microvast Holdings, Inc.
May 18, 2022
Page 2
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

April 29,
2022

Via
Edgar

Securities and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention: Sherry Haywood and Asia Timmons- Pierce

    Re:
    Microvast Holdings, Inc. (the “Company”)

                                Amendment No. 6 to Registration Statement on Form S-1

Filed April 8, 2022

File No. 333-258978

Ladies and Gentlemen:

We are writing on behalf of the Company in response
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission set forth in the letter dated April 25,
2022 (the “Comment Letter”) with respect to Amendment No. 6 to the Registration Statement on Form S-1 filed by the Company
on April 8, 2022.

This letter is being submitted together with the
Company’s filing of Amendment No. 7 to the Registration Statement on Form S-1 (the “Amendment No. 7”), which reflects
revisions and updates, among other things, to address the Staff’s comments.

Each comment of the Staff is set forth below, followed
by the corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter. Page numbers in the text of the Company’s responses correspond to page numbers in Amendment No.
7.

Amendment No. 7 to the Registration Statement on Form S-1, filed
April 29, 2022

Prospectus Cover Page, page i

1. We note your response to prior comment four. With respect to
the registration of the resale of 837,000 private warrants owned by the Sponsor, please disclose in the risk factor section that cash
proceeds associated with the exercises of the warrants are dependent on the stock price.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on page 66.

The uncertainty in global economic conditions, such as those associated
with Russia's recent invasion of Ukraine, page 58

2. We note your disclosure you currently expect sales in Russia
to increase significantly in 2022. Please elaborate on what you expect sales to be in 2022 so that investors have a better appreciation
of this risk.

Response: In response to the Staff’s
comment, the Company has provided additional disclosure on pages 58-59 and updated the disclosure to state that the Company expects
sales in Russia may increase significantly in 2022 given the uncertainties.

SHEARMAN.COM

Shearman & Sterling LLP is a limited liability partnership organized
in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

Liquidity and Capital Resources, page 100

3. We note your response to prior comment 17 and we reissue
this comment. We note that the projected revenues for 2021 were $230 million, as set forth in the unaudited prospective financial
information Microvast’s management prepared and provided to the Microvast Board, Microvast’s financial advisors and
Tuscan in connection with the evaluation of the Business Combination. We also note that your actual revenues for the year ended
December 31, 2021, that you reported in your Form 10-K, was approximately $152 million. You missed your 2021 revenue projection.
Please update your disclosure here and elsewhere to address this.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on page 100.

General

4. On page 58, you refer to your business in Russia. Please describe
the impact of Russia’s invasion of Ukraine on your business. In addition to the general impact, please also consider the impact
on your supply chain, any impact from sanctions and export controls and whether you will need to evaluate any aspects of your business
for impairment. If the impact is not material, please explain why.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on pages 58-59.

5. Please identify whether any export control restrictions and sanctions
are applicable to your business and describe the impact on the company and investors.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on pages 58-59.

6. If you conduct operations or have assets in Russia, consider
disclosing the risk that the Russian government may nationalize your assets and quantifying the potential impact to your financial statements,
if material.

Response: In response to the Staff’s comment,
the Company has updated its existing risk factor on pages 58-59 and added a new risk factor on page 59. The Company does not own any assets or employ any personnel in Russia
or the Ukraine.

7. [Oral Comment] We note that one or more of your officers or directors
are located in China or Hong Kong. Please revise to include both risk factor disclosure as well as a separate Enforceability section to
address the difficulty of bringing actions against these individuals and enforcing judgments against them.

Response: In response to the Staff’s comment,
please note the Company’s existing disclosure on page 32 and that the Company has provided additional disclosure on page 93.

*****

    2

We hope that the forgoing has been responsive to
the Staff’s comments. Please do not hesitate to contact me at 214-271-5658 if there are any comments or questions concerning the
foregoing or if I can be of assistance in any way.

    Sincerely,

    /s/ Alain Dermarkar

    Alain Dermarkar

    cc:
    Bill Nelson, Shearman & Sterling LLP

    Emily Leitch, Shearman & Sterling LLP

3

United States securities and exchange commission logo
April 25, 2022
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Amendment No. 6 to Registration Statement on Form S-1
Filed April 8, 2022
File No. 333-258978
Dear Mr. Zheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 14, 2022 letter.
Amendment No. 6 to Form S-1 filed April 8, 2022
Prospectus Cover Page, page i
1.We note your response to prior comment four. With respect to the registration of the
resale of 837,000 private warrants owned by the Sponsor, please disclose in the risk factor
section that cash proceeds associated with the exercises of the warrants are dependent on
the stock price.
The uncertainty in global economic conditions, such as those associated with Russia's recent
invasion of Ukraine, page 58
2.We note your disclsoure you currently expect sales in Russia to increase significantly in
2022.  Please elaborate on what you expect sales to be in 2022 so that investors have a

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 April 25, 2022 Page 2
 FirstName LastName
Yanzhuan Zheng
Microvast Holdings, Inc.
April 25, 2022
Page 2
better appreciation of this risk.
Liquidity and Capital Resources, page 100
3.We note your response to prior comment 17 and we reissue this comment. We note that
the projected revenues for 2021 were $230 million, as set forth in the unaudited
prospective financial information Microvast’s management prepared and provided to the
Microvast Board, Microvast’s financial advisors and Tuscan in connection with the
evaluation of the Business Combination. We also note that your actual revenues for the
year ended December 31, 2021, that you reported in your Form 10-K, was approximately
$152 million. You missed your 2021 revenue projection. Please update your disclosure
here and elsewhere to address this.
General
4.On page 58, you refer to your business in Russia. Please describe the impact of Russia’s
invasion of Ukraine on your business. In addition to the general impact, please also
consider the impact on your supply chain, any impact from sanctions and export controls
and whether you will need to evaluate any aspects of your business for impairment. If the
impact is not material, please explain why.
5.Please identify whether any export control restrictions and sanctions are applicable to your
business and describe the impact on the company and investors.
6.If you conduct operations or have assets in Russia, consider disclosing the risk that the
Russian government may nationalize your assets and quantifying the potential impact to
your financial statements, if material.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

April 8,
2022

Via
Edgar

Securities and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention: Sherry Haywood and Asia Timmons- Pierce

    Re:
    Microvast Holdings, Inc. (the “Company”)

Amendment No. 5 to Registration Statement on Form S-1

Filed February 14, 2022

File No. 333-258978

Ladies and Gentlemen:

We are writing on behalf of the Company in response
to the comments of the staff (the “Staff”) of the Securities and Exchange Commission set forth in the letter dated March 14,
2022 (the “Comment Letter”) with respect to Amendment No. 5 to the Registration Statement on Form S-1 filed by the Company
on February 14, 2022.

This letter is being submitted together with the
Company’s filing of Amendment No. 6 to the Registration Statement on Form S-1 (the “Amendment No. 6”), which reflects
revisions and updates, among other things, to address the Staff’s comments. Amendment No. 6 also includes changes that were
proposed in the Company’s letter dated as of February 14, 2022 responding to comments of the Staff in the letter dated February
10, 2022 with respect to Amendment No. 5.

Each comment of the Staff is set forth below, followed
by the corresponding response. For ease of reference, the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter. Page numbers in the text of the Company’s responses correspond to page numbers in Amendment No.
6.

Amendment No. 6 to the Registration Statement on Form S-1, filed
April 8, 2022

General

1. Please update your disclosure throughout the filing as some information
is inconsistent, has become outdated, requires additional clarification, or needs to be updated to reflect the passage of time. These
examples include:

 ● Cautionary Statements Regarding Forward-Looking Statements on page vi
contains the following disclosure, “These forward-looking statements include, but are not limited to, statements regarding our industry
and market sizes, future opportunities for us, our estimated future results and the Business Combination, including the implied enterprise
value.” Please clearly disclose what estimated future results or implied enterprise value the company is referencing. Also, the
bullet point list in this section refers to the failure to realize anticipated pro forma results and underlying assumptions; however,
such information is not provided in the filing.

Response: In response to the Staff’s comment,
the Company has removed the references to estimated future results, implied enterprise value and anticipated pro forma results on page
vi.

 ● Disclosure on page 3 refers to expanding the company’s presence
and product promotion to Europe and the U.S. in the past tense, while other parts of the filing discloses that such expansion is ongoing.
Please update your disclosure throughout the filing for this inconsistency.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 3, 7, 76, 81, 93, and 94 to clarify that expansion in Europe and the U.S. has begun and
is ongoing.

SHEARMAN.COM

Shearman & Sterling LLP is a limited liability partnership organized
in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

 ● Manufacturing Capacity disclosure on page 12 states, “We expect
to complete the construction of a module and pack manufacturing facility near Berlin, Germany in the fourth quarter of 2021.”

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 8, 12, 82, 86 and 100 to state that construction of the Berlin facility was completed
in 2021.

 ● Please update the penultimate summary risk factor, and disclosure throughout
the filing, which talks about “future resales of common stock” as this filing is the prospectus facilitating those sales.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 65-66 to clarify that resales of the Company’s common stock pursuant to this prospectus,
in addition to shares issued upon exercise of warrants and shares registered under the Form S-8 for the Microvast Holdings, Inc. 2021
Equity Incentive Plan, could cause the market price of the Company’s common stock to drop significantly.

 ● The risk factor on page 48 entitled “Our management has limited
experience in operating a public company” discloses that you “may not have adequate personnel with the appropriate level of
knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public
companies in the U.S” in light of the Form 12b-25 filed for the quarter ended June 30, 2021 and the Item 4.02 Form 8-K filed December
10, 2021. Please update your disclosure in this regard.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 50-51 and 103 to include disclosure of the Form 12b-25 and the Item 4.02 Form 8-K.

 ● The risk factor on page 49 entitled “We have expanded our presence
in markets other than our main manufacturing site in PRC and may continue to do so…” (emphasis added). However, as noted
above, other disclosure states that you are currently still expanding your presence.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 52-53 to clarify that we have expanded and intend to continue to do so.

 ● In the risk factor on page 61 entitled “We may have difficulties
transferring and communicating technology globally, especially if communications and visa processes between the PRC and other countries
worsen” you should describe whether the difficulties transferring and communicating technology globally has affected your geographic
diversification strategy.

Response: In response to the Staff’s comment,
the Company has expanded this risk factor disclosure on page 64.

 ● On page 90 in the section entitled “Manufacturing Capacity,”
you disclose that you expect to use some of the proceeds from the business combination to expand your manufacturing facilities to increase
your manufacturing output to address your backlog and to capture growing market opportunities. You should update your disclosure to state
whether you did what the disclosure states given that it has been about 6 months since the business combination.

Response: In response to the Staff’s comment,
the Company has updated its disclosure on page 94.

    2

 ● In the section entitled “Liquidity and Capital Resources”
on page 100, you state that your consolidated net cash position as of September 30, 2021 included cash, cash equivalents and restricted
cash of $80.7 million held by the PRC subsidiaries that is not available to fund domestic operations unless funds are repatriated. Please
clarify whether this takes into account Europe and if so whether the same withholding tax applies. Given your German operations and expansion
plans, please include additional updated and relevant information.

Response: In response to the Staff’s comment,
the Company has expanded its disclosure on page 99 to cover its German and UK subsidiaries.

 ● In the same section, you state that the net proceeds from the merger include
$708.4 million cash to be retained for purposes of working capital, business expansion and capital expenditure. Please update your disclosure
as needed and provide your capital expenditure forecast.

Response: In response to the Staff’s comment,
the Company has updated its disclosure on page 99.

 ● Regarding the reference to “exited noncontrolling interests”
in the section entitled “Cash Flows from Financing Activities” on page 101, please clarify whether you are referring to redemptions.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page 101.

 ● In the “Contractual Obligations and Commitments” section on
page 103, you refer to capacity expansion in three countries but refer to “both projects” in the subsequent sentence when
disclosing timing for completion of the projections. Please update to discuss the current number projects.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page 100.

 ● In the same section, you disclose that the total cost of these projects
is approximately $420 million which you plan to finance primarily through the proceeds from the business combination. Please update your
disclosure to state whether you will have enough funds to complete the projects given their cost and the other cash required to pay for
the contractual obligations and commitments listed in the table on page 103. As of September 30, 2021 it appears that you had $572 million
in proceeds from the business combination left. Please clarify whether this would be sufficient to cover all disclosed and estimated costs.

Response: In response to the Staff’s comment,
the Company has updated its disclosure on page 100.

2. Please revise your prospectus to disclose the price that
each selling security holder paid for the common stock and warrants being registered for resale. Highlight any differences in the
current trading price, the prices that the Sponsor, private placement investors, PIPE investors, and other selling shareholders
acquired their shares and warrants, and the price that the public shareholders acquired their shares and warrants. Disclose that
while the Sponsor, private placement investors, PIPE investors, and other selling shareholders may experience a positive rate of
return based on the current trading price, the public shareholders may experience a negative rate of return on the shares they
purchased at the SPAC IPO price. Please also disclose the potential profit the selling shareholders will earn based on the current
trading price. Lastly, please include appropriate risk factor disclosure.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on the prospectus cover page and pages 12-13 and 66.

Prospectus Cover Page, page i

3. Please disclose the price that each selling security holder paid
for the common stock and private warrants being registered for resale.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on the prospectus cover page.

    3

4. With respect to the registration of the resale of 837,000 private
warrants owned by the Sponsor, please disclose the exercise price of the warrants compared to the market price of the underlying common
stock. If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide
similar disclosure in the prospectus summary, risk factors, MD&A and use of proceeds sections and disclose that cash proceeds associated
with the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the
discussion on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on the prospectus cover page, and pages 13, 19, 65, 66, 71 and 99.

5. We note that the company is registering the sale of 837,000 private
warrants owned by the Sponsor. Please disclose the price that the Sponsor initially paid for the warrants in the private placement. Please
also disclose the potential profit the Sponsor will earn based on the current trading price of the warrants.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on the prospectus cover page and pages 12 and 66.

6. We note the significant number of redemptions of your common
stock in connection with your business combination and that the shares being registered for resale will constitute a considerable percentage
of your public float. We also note that all of the shares being registered for resale were purchased by the selling shareholders for prices
considerably below the current market price of the common stock. Highlight the significant negative impact that sales of shares in this
registration statement could have on the public trading price of the common stock.

Response: The redemptions in connection with the Company’s
business combination were under 1%. However, to respond to the Staff’s comment regarding the price differences and the negative
impact resales could have on the public trading price of the common stock, the Company has provided additional disclosure on the prospectus
cover page and page 66.

Prospectus Summary, page 1

7. Please revise to correct inconsistencies in the disclosure in
the Prospectus Summary section and throughout your filing that implies that dividends or cash transfers were made by subsidiaries, including
the China subsidiary, and disclosure that states that no dividends or cash transfers were made by subsidiaries. For example, disclosure
on page 13 in the Prospectus Summary states, “All revenue from our operations and funding of the capital expenditures we make in
for our business are generated by or made through subsidiaries, including subsidiaries based in the PRC. We rely on dividends and other
distributions on equity paid by our PRC subsidiary to us for a portion of our capital expenditures, cash needs to service any debt we
may incur and to pay our operating expenses.” However, subsequent disclosure states, “To date, no subsidiary has made any
payments or transferred any cash or other assets to the Company.”

Response: In response to the Staff’s comment,
the Company has revised disclosure on pages 15, 27 and 53.

8. We note your disclosure that no approvals are required for your
or your subsidiaries’ operations. We also note your disclosure that the issuance of your securities to foreign investors is not
currently subject to the approval of the China Securities Regulatory Commission or any other governmental agency of the PRC. Please explain
how you determined that permissions and approvals were not necessary. If the company relied on the advice of PRC counsel, please identify
counsel and file the consent of counsel as an exhibit. If the company did not consult counsel, please explain why and the basis for your
belief that you are not required to obtain approvals for your operations and offering.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on pages 14-16 and has filed a new Exhibit 23.3.

    4

9. In the prospectus summary, you state that each of your subsidiaries
with operations in the PRC is required to obtain a business license from the Administration for Market Regulation of PRC or its competent
local counterparts for their operations. You should disclose whether your subsidiaries have obtained the required licenses.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on pages 15-16.

10. Please revise the prospectus summary to disclose the composition
of your board of directors after consummation of the Business Combination in relation to the members associated with each of the pre-Business
Combination entities. In addition, please disclose the locations of the board members and CEO.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on pages 12 and 112-114 .

11. Please provide summary risk factor disclosure about the impediments
of moving cash out of China and how it may hamper any growth and diversification that you are pursuing and the costs associated therewith,
including increased manufacturing costs. Please also update the more detailed risk factor on page 50 accordingly.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on pages 17 and 53.

Summary Risk Factors, page 14

12. Please add sub-headings to the Sum

United States securities and exchange commission logo
March 14, 2022
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Response dated February 14, 2022
File No. 333-258978
Dear Mr. Zheng:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Response dated February 14, 2022
General
1.Please update your disclosure throughout the filing as some information is inconsistent,
has become outdated, requires additional clarification, or needs to be updated to reflect the
passage of time.  These examples include:

•Cautionary Statements Regarding Forward-Looking Statements on page vi contains
the following disclosure, “These forward-looking statements include, but are not
limited to, statements regarding our industry and market sizes, future opportunities
for us, our estimated future results and the Business Combination, including the
implied enterprise value.” Please clearly disclose what estimated future results or
implied enterprise value the company is referencing.  Also, the bullet point list in this

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 March 14, 2022 Page 2
 FirstName LastNameYanzhuan Zheng
Microvast Holdings, Inc.
March 14, 2022
Page 2
section refers to the failure to realize anticipated pro forma results and underlying
assumptions; however, such information is not provided in the filing.

•Disclosure on page 3 refers to expanding the company’s presence and product
promotion to Europe and the U.S. in the past tense, while  other parts of the filing
discloses that such expansion is ongoing.  Please update your disclosure throughout
the filing for this inconsistency.

•Manufacturing Capacity disclosure on page 12 states, “We expect to complete the
construction of a module and pack manufacturing facility near Berlin, Germany in the
fourth quarter of 2021.”

•Please update the penultimate summary risk factor, and disclosure throughout the
filing, which talks about “future resales of common stock” as this filing is the
prospectus facilitating those sales.

•The risk factor on page 48 entitled “Our management has limited experience in
operating a public company” discloses that you “may not have adequate personnel
with the appropriate level of knowledge, experience, and training in the accounting
policies, practices or internal controls over financial reporting required of public
companies in the U.S” in light of the Form 12b-25 filed for the quarter ended June
30, 2021 and the Item 4.02 Form 8-K filed December 10, 2021. Please update your
disclosure in this regard.

•The risk factor on page 49 entitled “We have expanded our presence in markets other
than our main manufacturing site in PRC and may continue to do so…” (emphasis
added).  However, as noted above, other disclosure states that you are currently still
expanding your presence.

•In the risk factor on page 61 entitled “We may have difficulties transferring and
communicating technology globally, especially if communications and visa processes
between the PRC and other countries worsen” you should describe whether the
difficulties transferring and communicating technology globally has affected your
geographic diversification strategy.

•On page 90 in the section entitled “Manufacturing Capacity,” you disclose that you
expect to use some of the proceeds from the business combination to expand your
manufacturing facilities to increase your manufacturing output to address your
backlog and to capture growing market opportunities.  You should update your
disclosure to state whether you did what the disclosure states given that it has been
about 6 months since the business combination.

•In the section entitled “Liquidity and Capital Resources” on page 100, you state that
your consolidated net cash position as of September 30, 2021 included cash, cash

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 March 14, 2022 Page 3
 FirstName LastNameYanzhuan Zheng
Microvast Holdings, Inc.
March 14, 2022
Page 3
equivalents and restricted cash of $80.7 million held by the PRC subsidiaries that is
not available to fund domestic operations unless funds are repatriated.  Please clarify
whether this takes into account Europe and if so whether the same withholding tax
applies.  Given your German operations and expansion plans, please include
additional updated and relevant information.

•In the same section, you state that the net proceeds from the merger include $708.4
million cash to be retained for purposes of working capital, business expansion and
capital expenditure.  Please update your disclosure as needed and provide your capital
expenditure forecast.

•Regarding the reference to “exited noncontrolling interests” in the section entitled
“Cash Flows from Financing Activities” on page 101, please clarify whether you are
referring to redemptions.

•In the “Contractual Obligations and Commitments” section on page 103, you refer to
capacity expansion in three countries but refer to “both projects” in the subsequent
sentence when disclosing timing for completion of the projections.  Please update to
discuss the current number projects.

•In the same section, you disclose that the total cost of these projects is approximately
$420 million which you plan to finance primarily through the proceeds from the
business combination.  Please update your disclosure to state whether you will have
enough funds to complete the projects given their cost and the other cash required to
pay for the contractual obligations and commitments listed in the table on page 103.
As of September 30, 2021 it appears that you had $572 million in proceeds from the
business combination left.  Please clarify whether this would be sufficient to cover all
disclosed and estimated costs.
2.Please revise your prospectus to disclose the price that each selling security holder paid
for the common stock and warrants being registered for resale.  Highlight any differences
in the current trading price, the prices that the Sponsor, private placement investors, PIPE
investors, and other selling shareholders acquired their shares and warrants, and the price
that the public shareholders acquired their shares and warrants.  Disclose that while the
Sponsor, private placement investors, PIPE investors, and other selling shareholders may
experience a positive rate of return based on the current trading price, the public
shareholders may experience a negative rate of return on the shares they purchased at the
SPAC IPO price.  Please also disclose the potential profit the selling shareholders will
earn based on the current trading price.  Lastly, please include appropriate risk factor
disclosure.
Prospectus Cover Page, page i
3.Please disclose the price that each selling security holder paid for the common stock and

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 March 14, 2022 Page 4
 FirstName LastNameYanzhuan Zheng
Microvast Holdings, Inc.
March 14, 2022
Page 4
private warrants being registered for resale.
4.With respect to the registration of the resale of 837,000 private warrants owned by the
Sponsor, please disclose the exercise price of the warrants compared to the market price of
the underlying common stock.  If the warrants are out the money, please disclose the
likelihood that warrant holders will not exercise their warrants.  Provide similar disclosure
in the prospectus summary, risk factors, MD&A and use of proceeds sections and disclose
that cash proceeds associated with the exercises of the warrants are dependent on the stock
price.  As applicable, describe the impact on your liquidity and update the discussion on
the ability of your company to fund your operations on a prospective basis with your
current cash on hand.
5.We note that the company is registering the sale of 837,000 private warrants owned by the
Sponsor.  Please disclose the price that the Sponsor initially paid for the warrants in the
private placement.  Please also disclose the potential profit the Sponsor will earn based on
the current trading price of the warrants.
6.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float.  We also note that all of the shares being
registered for resale were purchased by the selling shareholders for prices considerably
below the current market price of the common stock.  Highlight the significant negative
impact that sales of shares in this registration statement could have on the public trading
price of the common stock.
Prospectus Summary, page 1
7.Please revise to correct inconsistencies in the disclosure in the Prospectus Summary
section and throughout your filing that implies that dividends or cash transfers were made
by subsidiaries, including the China subsidiary, and disclosure that states that no
dividends or cash transfers were made by subsidiaries. For example, disclosure on page 13
in the Prospectus Summary states, “All revenue from our operations and funding of the
capital expenditures we make in for our business are generated by or made through
subsidiaries, including subsidiaries based in the PRC. We rely on dividends and other
distributions on equity paid by our PRC subsidiary to us for a portion of our capital
expenditures, cash needs to service any debt we may incur and to pay our operating
expenses.” However, subsequent disclosure states, “To date, no subsidiary has made any
payments or transferred any cash or other assets to the Company.”
8.We note your disclosure that no approvals are required for your or your subsidiaries’
operations.  We also note your disclosure that the issuance of your securities to foreign
investors is not currently subject to the approval of the China Securities Regulatory
Commission or any other governmental agency of the PRC. Please explain how you
determined that permissions and approvals were not necessary.  If the company relied on
the advice of PRC counsel, please identify counsel and file the consent of counsel as an

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 March 14, 2022 Page 5
 FirstName LastNameYanzhuan Zheng
Microvast Holdings, Inc.
March 14, 2022
Page 5
exhibit.  If the company did not consult counsel, please explain why and the basis for your
belief that you are not required to obtain approvals for your operations and offering.
9.In the prospectus summary, you state that each of your subsidiaries with operations in the
PRC is required to obtain a business license from the Administration for Market
Regulation of PRC or its competent local counterparts for their operations.  You should
disclose whether your subsidiaries have obtained the required licenses.
10.Please revise the prospectus summary to disclose the composition of your board of
directors after consummation of the Business Combination in relation to the members
associated with each of the pre-Business Combination entities.  In addition please disclose
the locations of the board members and CEO.
11.Please provide summary risk factor disclosure about the impediments of moving cash out
of China and how it may hamper any growth and diversification that you are pursuing and
the costs associated therewith, including increased manufacturing costs. Please also
update the more detailed risk factor on page 50 accordingly.
Summary Risk Factors, page 14
12.Please add sub-headings to the Summary Risk Factors section.
Risk Factors, page 19
13.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registrations statement could have on the public trading price of
your common stock.  To illustrate this risk, disclose the average purchase price of the
shares being registered for resale, the percentage that these shares currently represent of
the total number of shares outstanding and that even though the current trading price is
below the SPAC IPO price, the Sponsor, private placement investors, PIPE investors, and
other selling shareholders have an incentive to sell because they will still profit on sales
because of the lower price that they purchased their shares than the public investors, as
applicable.
14.The risk factor titled “We have expanded our presence in markets other than our main
manufacturing site in PRC…" on page 49 lists some of the challenges of diversification,
such as requiring significant resources and management costs.  Please clarify whether this
includes higher production costs.  In addition, these challenges should be quantified and
explained in light of the current plan.
Use of Proceeds, page 67
15.Please revise your disclosure here and other relevant disclosure to qualify that the amount
of proceeds you may receive is dependent on the stock price.  Disclose the exercise price
of the warrants and the current stock price.  In that regard, we note that the warrants
offered by the shareholders have an exercise price of $11.50 per share.  However, we also
note that the stock price has not traded above $11.50 since September 10, 2021 and only

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 March 14, 2022 Page 6
 FirstName LastName
Yanzhuan Zheng
Microvast Holdings, Inc.
March 14, 2022
Page 6
did so for two days.  Given the foregoing, the disclosure should make clear that the
company may not obtain proceeds from exercise of the warrants.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
89
16.On page 89 in the section entitled “Technology and Product Innovation,” you state that
you intend to “continue to invest in R&D in order to continually develop and introduce
innovative products.”  Please disclose whether you will continue to do so in the PRC or
whether you will do so elsewhere given the limits on moving technology in and out of the
PRC.
Liquidity and Capital Resources, page 100
17.We note that the projected revenues for 2021 were $230 million, as set forth in the
unaudited prospective financial information Microvast’s management prepared and
provided to the Microvast Board, Microvast’s financial advisors and Tuscan in connection
with the evaluation of the Business Combination.  We also note that your actual revenues
for the Nine Months Ended September 30, 2021 was approximately $85 million.  It
appears that you will miss your 2021 revenue projection.  Please update your disclosure
here and elsewhere to address this and provide updated information about the company’s
financial position and further risks to the business operations and liquidity.
Internal Control Over Financial Reporting, page 106
18.Please disclose in this section that you did not file your June 30, 2021 Form 10-Q on time
and that you filed a Form 8-K for non-reliance on certain prior financial information.
            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 a

CORRESP
1
filename1.htm

    599 Lexington Avenue

    New York, NY 10022-6069

    +1.212.848.4000

February 14,
2022

Via
Edgar

Securities and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention: Sherry Haywood and Asia Timmons- Pierce

 Re: Microvast Holdings, Inc. (the “Company”)

Amendment No. 5 to Registration Statement on Form S-1

Filed January 28, 2022

File No. 333-258978

Ladies and Gentlemen:

We are writing on behalf of
the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the letter dated February 10, 2022 (the “Comment Letter”) with respect to Amendment No. 5 to the Registration
Statement on Form S-1 filed by the Company on January 28, 2022.

This letter is being submitted together with
proposed changes that will be implemented in the Company’s subsequent filing of Amendment No. 6 to the Registration Statement
on Form S-1 (the “Amendment No. 6”), which are attached hereto as Exhibit A, and reflect revisions and updates to
address the Staff’s comments. The Company anticipates filing Amendment No. 6 as soon as possible after fiscal year-end
financials are available.

Each comment of the Staff is set forth below, followed
by the corresponding response. For ease of reference the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter. Page numbers in the text of the Company’s responses correspond to page numbers in the proposed Amendment
No. 6.

Prospectus Cover Page, page i

 1. Please revise to address how recent statements and regulatory actions by China’s government, such as those related to the
use of variable interest entities and data security or anti-monopoly concerns, have or may impact the company’s ability to conduct
its business, accept foreign investments, or list on a U.S. or other foreign exchange.

Response: In response to the Staff’s comment,
the Company will provide additional disclosure on the prospectus cover page, page i, which is marked as “Comment 1 Response” in Exhibit A.

    SHEARMAN.COM

    Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

 2. State whether any dividends have been made to date to investors, and quantify the amounts where applicable.

Response: In response to the Staff’s comment,
the Company will provide additional disclosure on the prospectus cover page, page i, which is marked as “Comment 2 Response” in Exhibit A.

Prospectus Summary, page 1

 3. Please revise your summary risk factors to acknowledge any risks that any actions by the Chinese government to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-based issuers 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.

Response: In response to the Staff’s comment,
the Company will provide additional disclosure in the prospectus summary, page 15, which is marked as “Comment 3 Response” in Exhibit A.

 4. We note your disclosure that the Holding Foreign Companies Accountable Act and other developments may have a material adverse impact
on your listing and trading in the U.S. Please revise your risk factor to disclose that your securities could be prohibited from trading.
Please also update your disclosure on page 28.

Response: In response to the Staff’s comment,
the Company will revise disclosure in the risk factors summary, pages 15-16, and in the risk factors section, page 30, which are marked as “Comment 4 Response” in Exhibit A.

 5. We note your disclosure that you currently possess all governmental permits, permissions and approvals required to conduct your
operations in the PRC. Please describe the consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not receive
or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable
laws, regulations, or interpretations change and you are required to obtain such permissions or approvals in the future.

Response: In response to the Staff’s comment,
the Company will provide additional disclosure in the prospectus summary, page 14, which is marked as “Comment 5 Response” in Exhibit A.

 6. Provide a clear description of how cash is transferred through your organization. Disclose your intentions to distribute earnings
or settle amounts owed under the VIE agreements. Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer. Quantify any dividends or distributions that
a subsidiary or consolidated VIE have made to the holding company and which entity made such transfer, and their tax consequences. Similarly
quantify dividends or distributions made to U.S. investors, the source, and their tax consequences. Your disclosure should make clear
if no transfers, dividends, or distributions have been made to date. Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries and/or the consolidated VIEs, to the parent company and U.S. investors as well
as the ability to settle amounts owed under the VIE agreements.

Response: In response to the Staff’s comment,
the Company will provide additional disclosure in the prospectus summary, pages 13-14, which are marked as “Comment 6 Response” in Exhibit A.

Executive Compensation, page 109

 7. Please update executive compensation disclosure as of the fiscal year ended December 31, 2021.

Response: We respectfully acknowledge the Staff’s
comment, and we will provide updated executive compensation disclosures in an Amendment No. 6.

*****

    2

We hope that the forgoing has been responsive to
the Staff’s comments. Please do not hesitate to contact me at 214-271-5658 if there are any comments or questions concerning the
foregoing or if I can be of assistance in any way.

    Sincerely,

    /s/ Alain Dermarkar

    Alain Dermarkar

    cc:
    Bill Nelson, Shearman & Sterling LLP

    Emily Leitch, Shearman & Sterling LLP

      3

Exhibit
A

United States securities and exchange commission logo
February 10, 2022
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Amendment No. 5 to Registration Statement on Form S-1
Filed January 28, 2022
File No. 333-258978
Dear Mr. Zheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Amendment No. 5 to Form S-1 Filed January 28, 2022
Cover Page
1.Please revise to address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data security
or anti-monopoly concerns, have or may impact the company’s ability to conduct its
business, accept foreign investments, or list on a U.S. or other foreign exchange.
2.State whether any dividends have been made to date to investors, and quantify the
amounts where applicable.
Prospectus Summary, page 1
3.Please revise your summary risk factors to acknowledge any risks that any actions by the

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 February 10, 2022 Page 2
 FirstName LastName
Yanzhuan Zheng
Microvast Holdings, Inc.
February 10, 2022
Page 2
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers 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.
4.We note your disclsoure that the Holding Foreign Companies Accountable Act and other
developments may have a material adverse impact on your listing and trading in the U.S.
Please revise your risk factor to disclose that your securities could be prohibited from
trading. Please also update your disclsoure on page 28.
5.We note your disclsoure that you currently possess all governmental permits, permissions
and approvals required to conduct your operations in the PRC. Please describe the
consequences to you and your investors if you, your subsidiaries, or the VIEs: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
6.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Your disclosure should make clear if no transfers, dividends, or
distributions have been made to date. Describe any restrictions on foreign exchange and
your ability to transfer cash between entities, across borders, and to U.S. investors.
Describe any restrictions and limitations on your ability to distribute earnings from the
company, including your subsidiaries and/or the consolidated VIEs, to the parent company
and U.S. investors as well as the ability to settle amounts owed under the VIE agreements.
Executive Compensation, page 109
7.Please update executive compensation disclosure as of the fiscal year ended December 31,
2021.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

                                                         599
    Lexington Avenue

    New York, NY 10022-6069

    +1.212.848.4000

January
28,
2022

Via
Edgar

Securities
and Exchange Commission

Division
of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention:
Sherry Haywood and Asia Timmons- Pierce

 Re: Microvast
                                            Holdings, Inc. (the “Company”)

                                            Amendment No. 4 to Registration Statement on Form S-1

Filed
January 5, 2022

File
No. 333-258978

Ladies
and Gentlemen:

We
are writing on behalf of the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) set forth in the letter dated January 24, 2022 (the “Comment Letter”) with respect
to Amendment No. 4 to the Registration Statement on Form S-1 filed by the Company on January 5, 2022.

This
letter is being submitted together with the Company’s filing of Amendment No. 5 to the Registration Statement on Form S-1 (the
“Amendment No. 5”), which reflects revisions and updates, among other things, to address the Staff’s
comments.

Each
comment of the Staff is set forth below, followed by the corresponding response. For ease of reference, the headings and numbered paragraphs
below correspond to the headings and numbered comments in the Comment Letter. Page numbers in the text of the Company’s responses
correspond to page numbers in Amendment No. 5. Capitalized terms used but not defined herein have the meaning ascribed to such terms
in Amendment No. 5.

Amendment
No. 5 to the Registration Statement on Form S-1 filed January 28, 2022

Prospectus
Cover Page, page i

 1. Please
                                            disclose whether your auditor is subject to the determinations announced by the PCAOB on
                                            December 16, 2021 and whether and how the Holding Foreign Companies Accountable Act and related
                                            regulations will affect your company.

Response:
In response to the Staff’s comment, the Company has provided additional disclosure on the prospectus cover page, page i.

    SHEARMAN.COM

    Shearman
    & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state of Delaware, which
    laws limit the personal liability of partners.

Prospectus
Summary, page 1

 2. Disclose
                                            whether your auditor is subject to the determinations announced by the PCAOB on December
                                            16, 2021.

Response:
In response to the Staff’s comment, the Company has provided additional disclosure in the prospectus summary, pages 1-2.

The
PCAOB has been unable, and is currently unable, to inspect our independent registered public, page 28

 3. Update
                                            your disclosure to reflect that the Commission adopted rules to implement the HFCAA and that,
                                            pursuant to the HFCAA, the PCAOB has issued its report notifying the Commission of its determination
                                            that it is unable to inspect or investigate completely accounting firms headquartered in
                                            mainland China or Hong Kong.

Response:
In response to the Staff’s comment, the Company has provided additional disclosure on pages 29-30.

*****

We
hope that the forgoing has been responsive to the Staff’s comments. Please do not hesitate to contact me at 214-271-5658 if there
are any comments or questions concerning the foregoing or if I can be of assistance in any way.

 Sincerely,

  /s/ Alain Dermarkar

  Alain Dermarkar

cc: Bill
Nelson, Shearman & Sterling LLP

Emily
Leitch, Shearman & Sterling LLP

United States securities and exchange commission logo
January 24, 2022
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Amendment No. 4 to Registration Statement on Form S-1
Filed January 5, 2022
File No. 333-258978
Dear Mr. Zheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 23, 2021 letter.
Amendment No. 4 to Form S-1 Filed January 5, 2022
Prospectus Cover Page, page i
1.Please disclose whether your auditor is subject to the determinations announced by the
PCAOB on December 16, 2021 and whether and how the Holding Foreign Companies
Accountable Act and related regulations will affect your company.
Prospectus Summary, page 1
2.Disclose whether your auditor is subject to the determinations announced by the PCAOB
on December 16, 2021.
The PCAOB has been unable, and is currently unable, to inspect our independent registered

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 January 24, 2022 Page 2
 FirstName LastName
Yanzhuan Zheng
Microvast Holdings, Inc.
January 24, 2022
Page 2
public, page 28
3.Update your disclosure to reflect that the Commission adopted rules to implement the
HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its report notifying the
Commission of its determination that it is unable to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
             Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

January
5, 2022

Via
Edgar

Securities
and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention: Sherry Haywood and Asia Timmons- Pierce

 Re: Microvast Holdings, Inc. (the “Company”)

Amendment No. 3 to Registration Statement on Form S-1

Filed December 14, 2021

File No. 333-258978

Ladies and Gentlemen:

We are writing on behalf of
the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the letter dated December 23, 2021 (the “Comment Letter”) with respect to Amendment No. 3 to the Registration
Statement on Form S-1 filed by the Company on December 14, 2021.

This letter is being submitted
together with the Company’s filing of Amendment No. 4 to Registration Statement on Form S-1 (the “Amendment No. 4”),
which reflects revisions and updates, among other things, address the Staff’s comments.

Each comment of the Staff is set forth below, followed
by the corresponding response. For ease of reference the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter. Page numbers in the text of the Company’s responses correspond to page numbers in Amendment No.
4. Capitalized terms used but not defined herein have the meaning ascribed to such terms in Amendment No. 4.

Amendment No. 4 to the Registration Statement on Form S-1 filed
January 5, 2022

Prospectus Cover Page, page i

1. Provide a description of how cash is transferred through your
organization and disclosure regarding your intentions to distribute earnings or settle amounts owed under your agreements. State whether
any transfers, dividends, or distributions have been made to date.

Response: In response to the Staff’s comment,
the Company has provided additional disclosure on the Prospectus Cover Page, page i.

Prospectus Summary, page 1

2. Please revise both the risk factors summary and the Risk Factors
section to move forward the risks related to doing business in the PRC so that such risks are prominently disclosed within each section
in relation to other identified material risks.

Response: In response to the Staff’s
comment, the Company has revised disclosure in the risk factors summary, pages 13-14, and in the risk factors section, pages 19-33.

SHEARMAN.COM

Shearman & Sterling LLP is a limited liability partnership organized
in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

*****

We hope that the forgoing has been responsive to
the Staff’s comments. Please do not hesitate to contact me at 214-271-5658 if there are any comments or questions concerning the
foregoing or if I can be of assistance in any way.

    Sincerely,

    /s/ Alain Dermarkar

    Alain Dermarkar

 cc: Bill Nelson, Shearman & Sterling LLP

Emily Leitch, Shearman & Sterling LLP

United States securities and exchange commission logo
December 23, 2021
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed December 14, 2021
File No. 333-258978
Dear Mr. Zheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 18, 2021 letter.
Amendment No. 3 to Registration Statement on Form S-1 Filed December 14, 2021
Prospectus Cover Page, page i
1.Provide a description of how cash is transferred through your organization and disclosure
regarding your intentions to distribute earnings or settle amounts owed under your
agreements.  State whether any transfers, dividends, or distributions have been made to
date.
Prospectus Summary, page 1
2.Please revise both the risk factors summary and the Risk Factors section to move forward
the risks related to doing business in the PRC so that such risks are prominently disclosed
within each section in relation to other identified material risks.

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 December 23, 2021 Page 2
 FirstName LastName
Yanzhuan Zheng
Microvast Holdings, Inc.
December 23, 2021
Page 2
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

December
14, 2021

Via
Edgar

Securities and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention: Sherry Haywood and Asia Timmons- Pierce

    Re:
    Microvast Holdings, Inc. (the “Company”)

    Amendment No. 2 to Registration Statement on Form S-1

    Filed November 2, 2021

    File No. 333-258978

Ladies and Gentlemen:

We are writing on behalf of
the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the letter dated November 18, 2021 (the “Comment Letter”) with respect to Amendment No. 2 to the Registration
Statement on Form S-1 filed by the Company on November 2, 2021.

This letter is being submitted
together with the Company’s filing of Amendment No. 3 to Registration Statement on Form S-1 (the “Amendment No. 3”),
which reflects revisions and updates, among other things, address the Staff’s comments.

Each comment of the Staff is set forth below, followed
by the corresponding response. For ease of reference the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter. Page numbers in the text of the Company’s responses correspond to page numbers in Amendment No.
3. Capitalized terms used but not defined herein have the meaning ascribed to such terms in Amendment No. 3.

Amendment No. 3 to the Registration Statement on Form S-1 filed
December 14, 2021

Prospectus Summary, page 1

1. Please disclose that your auditor is located in China. Please
also revise to disclose that trading in your securities may be prohibited under the Holding Foreign Companies Accountable Act if the
PCAOB determines that it cannot inspect or fully investigate your auditor, and that as a result an exchange may determine to delist your
securities.

Response: In response to the Staff’s
comment, the Company has provided additional disclosure on page 1.

    SHEARMAN.COM

    Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

Corporate Structure, page 12

2. Please disclose whether you are required to obtain any approvals
to offer securities to foreign investors, whether you have received such approvals and the consequences to you and your investors if
you do not receive or maintain the approvals, inadvertently conclude that such approvals are not required, or applicable laws, regulations,
or interpretations change and you are required to obtain approval in the future.

Response: In response to the Staff’s
comment, the Company has provided additional disclosure in the summary, page 12, and in the risk factors section, page 48.

Risk Factors

The Public Company Accounting Oversight Board, page 54

3. Please expand your risk factor disclosure to discuss that the United States Senate passed the Accelerating Holding Foreign Companies Accountable
Act, which, if enacted, would decrease the number of non-inspection years from three years to two, thus reducing the time period before
your securities may be prohibited from trading or delisted.

Response: In response to the Staff’s
comment, the Company has provided additional disclosure in the risk factors section, page 57.

*****

    2

We hope that the forgoing has been responsive to
the Staff’s comments. Please do not hesitate to contact me at 214-271-5658 if there are any comments or questions concerning the
foregoing or if I can be of assistance in any way.

    Sincerely,

    /s/ Alain Dermarkar

    Alain Dermarkar

    cc:
     Bill Nelson, Shearman & Sterling LLP

    Emily Leitch, Shearman & Sterling LLP

3

United States securities and exchange commission logo
November 18, 2021
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed November 2, 2021
File No. 333-258978
Dear Mr. Zheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 18, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-1 Filed November 2, 2021
Prospectus Summary, page 1
1.Please disclose that your auditor is located in China.  Please also revise to disclose that
trading in your securities may be prohibited under the Holding Foreign Companies
Accountable Act if the PCAOB determines that it cannot inspect or fully investigate your
auditor, and that as a result an exchange may determine to delist your securities.
Corporate Structure, page 12
2.Please disclose whether you are required to obtain any approvals to offer securities to
foreign investors, whether you have received such approvals and the consequences to you
and your investors if you do not receive or maintain the approvals, inadvertently conclude

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 November 18, 2021 Page 2
 FirstName LastName
Yanzhuan Zheng
Microvast Holdings, Inc.
November 18, 2021
Page 2
that such approvals are not required, or applicable laws, regulations, or interpretations
change and you are required to obtain approval in the future.

Risk Factors
The Public Company Accounting Oversight Board, page 54
3.Please expand your risk factor disclosure to discuss that the United States Senate passed
the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of non-inspection years from three years to two, thus reducing the
time period before your securities may be prohibited from trading or delisted.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

      599 Lexington Avenue

New York, NY 10022-6069

+1.212.848.4000

November 1, 2021

Via
Edgar

Securities and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention: Sherry Haywood and Asia Timmons- Pierce

    Re:
    Microvast Holdings, Inc. (the “Company”)

    Amendment No. 1 to Registration Statement on Form S-1

    Filed September 24, 2021

    File No. 333-258978

Ladies and Gentlemen:

We are writing on behalf of
the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the letter dated October 18, 2021 (the “Comment Letter”) with respect to Amendment No. 1 to the Registration
Statement on Form S-1 filed by the Company on September 24, 2021.

This letter is being submitted
together with the Company’s filing of Amendment No. 2 to Registration Statement on Form S-1 (the “Amendment No. 2”),
which reflects revisions and updates, among other things, address the Staff’s comments.

Each comment of the Staff is set forth below, followed
by the corresponding response. For ease of reference the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter. Page numbers in the text of the Company’s responses correspond to page numbers in Amendment No.
2. Capitalized terms used but not defined herein have the meaning ascribed to such terms in Amendment No. 2.

Amendment No. 2 to the Registration Statement on Form S-1 filed
September 24, 2021

Prospectus Cover Page, page ii

1. We note your response to prior comment two. Provide prominent
disclosure about the legal and operational risks associated with being based in or having the majority of the company’s operations
in China. Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value
of your common stock 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. Your disclosure should address how recent statements
and regulatory actions by China’s government, such as those related to the use of variable interest entities and data security or
anti-monopoly concerns, has or may impact the company’s ability to conduct its business, accept foreign investments, or list on
an U.S. or other foreign exchange. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on
the prospectus cover page.

Response: In response to the Staff’s
comment, the Company has provided additional disclosure on Cover Page, page ii.

    SHEARMAN.COM

    Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

Prospectus Summary, page 1

2. We note your response to prior comment five. In your summary
of risk factors, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion
of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice;
and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or
the value of your ordinary shares. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control
over offerings that are conducted overseas and/or foreign investment in China-based issuers 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.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 14 and 15.

3. We note your response to prior comment six.
Disclose each permission that you or your subsidiaries are required to obtain from Chinese authorities to operate and issue these securities
to foreign investors. State whether you, or your subsidiaries, are covered by permissions requirements from the Cyberspace Administration
of China (CAC), or any other entity that is required to approve your or your subsidiaries' operations, and state affirmatively whether
you have received all requisite permissions and whether any permissions have been denied.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 12  and 13.

4. We note your response to prior comment seven. Please revise your
summary to quantify any cash flows and transfers of other assets by type that have occurred between the holding company and its subsidiaries,
and the direction of transfer. Quantify any dividends or distributions that a subsidiary made to the holding company and which entity
made such transfer, and their tax consequences. If there were no transfers, dividends or distributions, then please revise to include
clear disclosure to that effect. Also, we note your risk factor disclosure. Please revise to prominently disclose and discuss any restrictions
on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Please also describe any
restrictions and limitations on your ability to distribute earnings from your subsidiaries to the parent company and U.S. investors.

Response: In response to the
Staff’s comment, the Company has revised its disclosure in the summary, pages 14 and 15, and in the risk factors section,
pages 49 and 50.

    2

5. We note your response to prior comment nine. If the PCAOB has
been or is currently unable to inspect your auditor, revise your disclosure to so state.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on page 54 under the risk factor “The Public Company Accounting Oversight
Board has been unable, and is currently unable, to inspect our independent registered public accounting, and, as such, you are deprived
of the benefits of such inspection. In addition, various legislative and regulatory developments related to U.S.-listed PRC-based companies
due to lack of PCAOB inspection and other developments may have a material adverse impact on our listing and trading in the U.S. and the
trading prices of the common stock.”
As noted in such disclosure, the PCAOB is not currently able to inspect the Company’s auditor and, under the Holding Foreign Companies
Accountable Act, the Company’s securities may be delisted.

Risk Factors, page 16

6. We note your response to prior comment 11. Given the Chinese
government’s significant oversight and discretion over the conduct of your business, please revise to separately highlight the risk
that the Chinese government may intervene or influence your operations at any time, which could result in a material change in your operations
and/or the value of your ordinary shares. 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.

Response: In response to the
Staff’s comment, the Company has revised its disclosure in the summary, pages 14 and 15, and in the risk factors section,
pages 46 through 48.

7. We note your response to prior comment 12. We reissue this comment.
In light of recent events indicating greater oversight by the Cyberspace Administration of China over data security, particularly for
companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your business and
your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC
to date.

Response: In response to the Staff’s
comment, the Company has revised its disclosure in the summary, pages 14 and 15, and in the risk factors section, pages 46 and 47.

*****

    3

We hope that the forgoing has been responsive to
the Staff’s comments. Please do not hesitate to contact me at 214-271-5658 if there are any comments or questions concerning the
foregoing or if I can be of assistance in any way.

    Sincerely,

    /s/ Alain Dermarkar

    Alain Dermarkar

    cc:
    Bill Nelson, Shearman & Sterling LLP

    Emily Leitch, Shearman and Sterling LLP

4

United States securities and exchange commission logo
October 18, 2021
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 24, 2021
File No. 333-258978
Dear Mr. Zheng:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our September 16, 2021 letter.
Amendment No. 1 to Form S-1 filed September 24, 2021
Prospectus Cover Page, page ii
1.We note your response to prior comment two. Provide prominent disclosure about the
legal and operational risks associated with being based in or having the majority of the
company’s operations in China.  Your disclosure should make clear whether these risks
could result in a material change in your operations and/or the value of your common
stock 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.  Your disclosure should address how recent statements and regulatory
actions by China’s government, such as those related to the use of variable interest entities
and data security or anti-monopoly concerns, has or may impact the company’s ability to

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 October 18, 2021 Page 2
 FirstName LastNameYanzhuan Zheng
Microvast Holdings, Inc.
October 18, 2021
Page 2
conduct its business, accept foreign investments, or list on an U.S. or other foreign
exchange.  Your prospectus summary should address, but not necessarily be limited to, the
risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
2.We note your response to prior comment five. In your summary of risk factors, describe
the significant regulatory, liquidity, and enforcement risks with cross-references to the
more detailed discussion of these risks in the prospectus. For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of your ordinary shares. Acknowledge any risks that
any actions by the Chinese government to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based issuers 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.
3.We note your response to prior comment six.  Disclose each permission that you or your
subsidiaries are required to obtain from Chinese authorities to operate and issue these
securities to foreign investors.  State whether you, or your subsidiaries, are covered by
permissions requirements from the the Cyberspace Administration of China (CAC), or
any other entity that is required to approve your or your subsidiaries' operations, and state
affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
4.We note your response to prior comment seven.  Please revise your summary to quantify
any cash flows and transfers of other assets by type that have occurred between the
holding company and its subsidiaries, and the direction of transfer.  Quantify any
dividends or distributions that a subsidiary made to the holding company and which entity
made such transfer, and their tax consequences. If there were no transfers, dividends or
distributions, then please revise to include clear disclosure to that effect. Also, we note
your risk factor disclosure. Please revise to prominently disclose and discuss any
restrictions on foreign exchange and your ability to transfer cash between entities, across
borders, and to U.S. investors. Please also describe any restrictions and limitations on your
ability to distribute earnings from your subsidiaries to the parent company and U.S.
investors.
5.We note your response to prior comment nine. If the PCAOB has been or is currently
unable to inspect your auditor, revise your disclosure to so state.
Risk Factors, page 16
We note your response to prior comment 11. Given the Chinese government’s significant

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 October 18, 2021 Page 3
 FirstName LastName
Yanzhuan Zheng
Microvast Holdings, Inc.
October 18, 2021
Page 3
6.oversight and discretion over the conduct of your business, please revise to separately
highlight the risk that the Chinese government may intervene or influence your operations
at any time, which could result in a material change in your operations and/or the value of
your ordinary shares. 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.
7.We note your response to prior comment 12. We reissue this comment. In light of recent
events indicating greater oversight by the Cyberspace Administration of China over data
security, particularly for companies seeking to list on a foreign exchange, please revise
your disclosure to explain how this oversight impacts your business and your offering and
to what extent you believe that you are compliant with the regulations or policies that have
been issued by the CAC to date.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    2828 North Harwood Street, Suite 1800

    Dallas, Texas 75201

    +214-271-5600

September
24,  2021

Via
Edgar

Securities and Exchange Commission

Division of Corporation Finance 100 F Street, N.E.

Washington, D.C. 20549

Attention: Sherry Haywood and Asia Timmons- Pierce

    Re:
    Microvast Holdings, Inc. (the “Company”)

    Registration Statement on Form S-1

    Filed August 20, 2021

    File No. 333-258978

Ladies and Gentlemen:

We are writing on behalf of
the Company in response to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in the letter dated September 16, 2021 (the “Comment Letter”) with respect to the Registration Statement on Form
S-1 filed by the Company on August 20, 2021 (the “Registration Statement”).

This letter is being submitted
together with the Company’s filing of Amendment No. 1 to Registration Statement on Form S-1 (the “Amended Registration Statement”),
which reflects revisions to the Registration Statement to, among other things, address the Staff’s comments.

Each comment of the Staff is set forth below, followed
by the corresponding response. For ease of reference the headings and numbered paragraphs below correspond to the headings and numbered
comments in the Comment Letter. Capitalized terms used but not defined herein have the meaning ascribed to such terms in the Amended Registration
Statement.

Registration Statement on Form S-1 filed August 20, 2021

Prospectus Cover Page, page ii

1. Please disclose prominently on the prospectus cover page that you
are not a Chinese operating company but a Delaware holding company with operations conducted by your subsidiaries and through contractual
arrangements with a variable interest entity (VIE) based in China and that this structure involves unique risks to investors. Explain
whether the VIE structure is used to replicate foreign investment in Chinese-based companies where Chinese law prohibits direct foreign
investment in the operating companies, and disclose that investors may never directly hold equity interests in the Chinese operating company.
Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material
change in your operations and/or value of your ordinary shares including that it could cause the value of such securities to significantly
decline or become worthless. Provide a cross-reference to your detailed discussion of risks facing the company and the offering as a result
of this structure.

Response: Please note that as described
on page 108 of the Registration Statement under the heading “Critical Accounting Policies and Estimates—Consolidation
of Variable Interest Entity,” the Company originally owned a 20% interest in Huzhou Hongwei New Energy Automobile Co., Ltd.
(“Hongwei”), which was a VIE and one of the Company’s subsidiaries was its primary beneficiary. Accordingly, Hongwei
was consolidated by the Company for periods prior to October 2019. However, the Company’s subsidiary, Microvast Power System (Huzhou)
Co., Ltd. (“MPS”), a subsidiary that is currently 91.97% owned by the Company, became the sole equity interest owner of Hongwei
in October 2019. At such time Hongwei ceased being a VIE and became a subsidiary of the Company. Hongwei was the only VIE used by the
Company in connection with the operation of its businesses.

    SHEARMAN.COM

    Shearman & Sterling LLP is a limited liability partnership organized in the United States under the laws of the state of Delaware, which laws limit the personal liability of partners.

Since October 2019, all of the Company’s
operations in China and elsewhere have been and continue to be conducted through subsidiaries of the Company, so the Company does not
face any of the regulatory risks arising out of operating through a VIE in China or any other jurisdiction. Further, even at the time
that it was a VIE, Hongwei was immaterial to the Company’s operations, accounting for minimal revenue and holding less than 5% of
the Company’s consolidated assets and liabilities.

In response to the Staff’s comment,
we have included on the cover page of the prospectus revised disclosures regarding the structure of the Company as a holding company,
including references to its operations in China. We have also included a cross reference to the risk factors addressing the risks of the
Company’s structure and operations in China. We have also included disclosure that the securities being offered are only securities
of the holding company, and that no investor will directly receive any shares in any subsidiary of the Company, including any subsidiary
based in China. In addition, we have included in the Summary a new section entitled “Microvast Holdings, Inc.”, on page 1
of the Amended Registration Statement, that summarizes such disclosures, as well as a diagram setting forth the corporate structure of
the Company on page 12 of the Amended Registration Statement, which diagram is duplicated below.

As illustrated in the above diagram, the
Company, which is an electric battery manufacturer, has subsidiaries in the United States, Germany, the PRC, the United Kingdom and Singapore.
Its operations are segregated by geography, with its activities in the Americas conducted through its United States-based subsidiaries,
its European activities conducted through its German and UK-based subsidiaries, and its activities in Asia-Pacific conducted through its
PRC and Singapore-based subsidiaries.

2. Provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in China. Your disclosure should make clear whether
these risks could result in a material change in your operations and/or the value of your ordinary shares or 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. Your disclosure should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly concerns, has or may impact the company’s
ability to conduct its business, accept foreign investments, or list on an U.S. or other foreign exchange. Your prospectus summary should
address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: In response to the Staff’s
comment, we have included disclosure on the cover page and in the summary, pages 1 and 14 of the Amended Registration Statement, addressing
the risks of the Company’s structure and risks of having a large portion of its operations in China. Please note that the Company
is a Delaware corporation that is based in Stafford, Texas. All of its assets and operations are operated through wholly or majority owned
subsidiaries.

    2

Microvast, Inc., the Company’s direct,
wholly-owned subsidiary, was originally formed as a Texas corporation in 2006. Since its formation, all of the Company’s businesses
and operations have been managed by Microvast, Inc. from the Company’s headquarters in Stafford, Texas. As part of the Business
Combination, Microvast, Inc. became a wholly-owned subsidiary of the Company. As such, for its entire existence, the Company’s businesses
have been operated and managed from the United States. Further, a majority of the Company’s directors, as well as its Founder and
Chief Executive Officer, Chief Financial Officer and the other members of our executive management team, are located in the United States
and Europe. The Company’s Founder and Chief Executive Officer, Yang Wu, a U.S. citizen and resident, also continues to hold a significant
interest in the Company – as of the closing of the Business Combination, Mr. Wu beneficially owned approximately 28.3% of the Company’s
outstanding equity.

While a significant amount of all of the
Company’s assets are located in China, those assets are indirectly owned by the Company through its ownership of capital stock in
wholly or majority owned subsidiaries, not by virtue of any contractual relationships with variable interest entities. In addition, as
noted in the Amended Registration Statement, the Company continues to diversify its operations geographically. For example, for the year
ended December 31, 2020, sales in China accounted for 62% of the Company’s consolidated revenues, down from 84% for the year ended
December 31, 2018. In addition, the Company expects to complete the construction of a 170,000 square foot manufacturing facility with
a fully automated battery module line near Berlin, German in the fourth quarter of 2021. The Company also expects to begin converting
an existing building it purchased in Clarksville, Tennessee to support 2.0 GWh of cell, module and pack manufacturing capacity. It is
anticipated that this facility will primarily serve customers in the U.S. In addition to its manufacturing facilities, the Company operates
a research and development office in Orlando, Florida.

As such, the Company is not a China-based
operating company that was formed for the purpose of raising capital outside of the PRC. Rather, since the formation of its wholly-owned
subsidiary, Microvast, Inc., in 2006, the Company has been a Texas-based multinational with significant operations in China. Consequently,
the issuance of securities by the Company are not subject to the approval of the China Securities Regulatory Commission or any other governmental
agency of the PRC and no approvals by any such governmental entities agencies is required.

Further, based on corporate structure and
history, and for the reasons noted in our responses to the Staff’s comments 1, 3 and 4 in this letter, we respectfully submit that
the variable interest entity risks are not applicable to the Company, as the Company does not operate through a VIE.

In addition, while the Company does not
collect personally identifiable information with respect to Chinese data subjects or any other group of individuals, as noted in response
to the Staff’s comment 12, the Company has added additional disclosure on pages 14, 45 and 46 of the Amended Registration Statement
regarding the risks related to data security compliance.

Also, given the Company’s size and
share of the electric battery manufacturing market, the Company does not believe its operations are likely to raise anti-monopoly concerns
at this time.

3. Clearly disclose how you will refer to the holding company, subsidiaries,
and VIEs when providing the disclosure throughout the document so that it is clear to investors which entity the disclosure is referencing
and which subsidiaries or entities are conducting the business operations. Refrain from using terms such as “we” or “our”
when describing activities or functions of a VIE. Disclose clearly the entity (including the domicile) in which investors are purchasing
their interest.

Response: Please note that as stated
in our response to the Staff’s comments 1 and 2, the Company only operates through wholly or majority owned subsidiaries, and not
through any VIEs. As such, we respectfully submit that the disclosure in the prospectus is consistent with disclosure of other holding
companies that do business through wholly and majority owned subsidiaries in multiple global jurisdictions. We believe that it is appropriate
to refer to the Company and its subsidiaries as “we” and “our” since all of our subsidiaries are either wholly
or majority owned and all controlled by the Company. In addition, all such entities’ assets, liabilities and operations are fully
consolidated into the Company’s financial statements, including its results of operations. Further, none of these subsidiaries are
VIEs. However, in response to the Staff’s comment, we have included disclosure in the cover page of the prospectus and the summary,
page 1 of the Amended Registration Statement, to make it clear that investors will be receiving securities only in a holding company.
In addition, in response to the Staff’s comment, we have included a diagram of the Company’s corporate structure, including
the equity ownership interests in each entity on page 12 of the Amended Registration Statement.

    3

Prospectus Summary, page 3

4. Disclose clearly that the company uses a structure that involves
a VIE based in China and what that entails and provide early in the summary a diagram of the company’s corporate structure, including
who the equity ownership interests are of each entity. Describe all contracts and arrangements through which you purport to obtain economic
rights and exercise control that results in consolidation of the VIE’s operations and financial results into your financial statements.
Identify clearly the entity in which investors are purchasing their interest and the entity(ies) in which the company’s operations
are conducted. Describe the relevant contractual agreements between the entities and how this type of corporate structure may affect investors
and the value of their investment, including how and why the contractual arrangements may be less effective than direct ownership and
that the company may incur substantial costs to enforce the terms of the arrangements. Disclose the uncertainties regarding the status
of the rights of the Cayman Islands holding company with respect to its contractual arrangements with the VIE, its founders and owners,
and the challenges the company may face enforcing these contractual agreements due to uncertainties under Chinese law and jurisdictional
limits.

Response: Since October 2019, the
Company has not operated through any VIE but rather only operated through subsidiaries in China and elsewhere, which subsidiaries are
either wholly or majority owned (both economically and in terms of voting) by the Company. The Company’s right to operate these
subsidiaries is by virtue of its economic and voting interests derived from its ownership of all or a majority of the capital stock of
such entities, and not through any contractual relationship or right. In response to the Staff’s comment, please find on page 12
of the Amended Registration Statement a diagram of the Company’s corporate structure, including the equity ownership interests in
each entity. In addition, Note 1 to the Company’s Consolidated Financial Statements for the Years Ended December 31, 2018, 2019
and 2020, which can be found on page F-62 of the Amended Registration Statement, sets forth a list of all of the Company’s subsidiaries
and its ownership percentage in each such subsidiary.

5. In your summary of risk factors, disclose the risks that your corporate
structure and being based in or having the majority of the company’s operations in China poses to investors. In particular, describe
the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the
prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or
foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of your ordinary
shares. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities

United States securities and exchange commission logo
September 16, 2021
Yanzhuan Zheng
Chief Financial Officer
Microvast Holdings, Inc.
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
Re:Microvast Holdings, Inc.
Registration Statement on Form S-1
Filed August 20, 2021
File No. 333-258978
Dear Mr. Zheng:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1 filed August 20, 2021
Prospectus Cover Page, page ii
1.Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Delaware holding company with operations conducted by your
subsidiaries and through contractual arrangements with a variable interest entity (VIE)
based in China and that this structure involves unique risks to investors. Explain whether
the VIE structure is used to replicate foreign investment in Chinese-based companies
where Chinese law prohibits direct foreign investment in the operating companies, and
disclose that investors may never directly hold equity interests in the Chinese operating
company. Your disclosure should acknowledge that Chinese regulatory authorities could
disallow this structure, which would likely result in a material change in your operations
and/or value of your ordinary shares including that it could cause the value of such

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 September 16, 2021 Page 2
 FirstName LastNameYanzhuan Zheng
Microvast Holdings, Inc.
September 16, 2021
Page 2
securities to significantly decline or become worthless. Provide a cross-reference to your
detailed discussion of risks facing the company and the offering as a result of this
structure.
2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your ordinary shares or 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. Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange. Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
3.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. Disclose clearly the entity (including the domicile) in
which investors are purchasing their interest.
Prospectus Summary, page 3
4.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails and provide early in the summary a diagram of the company’s corporate
structure, including who the equity ownership interests are of each entity. Describe all
contracts and arrangements through which you purport to obtain economic rights and
exercise control that results in consolidation of the VIE’s operations and financial results
into your financial statements. Identify clearly the entity in which investors are purchasing
their interest and the entity(ies) in which the company’s operations are conducted.
Describe the relevant contractual agreements between the entities and how this type of
corporate structure may affect investors and the value of their investment, including how
and why the contractual arrangements may be less effective than direct ownership and that
the company may incur substantial costs to enforce the terms of the arrangements.
Disclose the uncertainties regarding the status of the rights of the Cayman Islands holding
company with respect to its contractual arrangements with the VIE, its founders and
owners, and the challenges the company may face enforcing these contractual agreements
due to uncertainties under Chinese law and jurisdictional limits.
5.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China poses to
investors. In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the prospectus.

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 September 16, 2021 Page 3
 FirstName LastNameYanzhuan Zheng
Microvast Holdings, Inc.
September 16, 2021
Page 3
For example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and regulations in
China can change quickly with little advance notice; and the risk that the Chinese
government may intervene or influence your operations at any time, or may exert more
control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of
your ordinary shares. Acknowledge any risks that any actions by the Chinese government
to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers 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.
6.Disclose each permission that you, your subsidiaries or your VIEs are required to obtain
from Chinese authorities to operate and issue these securities to foreign investors. State
whether you, your subsidiaries, or VIEs are covered by permissions requirements from the
CSRC, CAC or any other entity that is required to approve of the VIE’s operations, and
state affirmatively whether you have received all requisite permissions and whether any
permissions have been denied.
7.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and consolidated VIEs, and direction of transfer.
Quantify any dividends or distributions that a subsidiary or consolidated VIE have made
to the holding company and which entity made such transfer, and their tax consequences.
Similarly quantify dividends or distributions made to U.S. investors, the source, and their
tax consequences. Describe any restrictions on foreign exchange and your ability to
transfer cash between entities, across borders, and to U.S. investors. Describe any
restrictions and limitations on your ability to distribute earnings from your businesses,
including subsidiaries and/or consolidated VIEs, to the parent company and U.S. investors
as well as the ability to settle amounts owed under the VIE agreements.
8.We note that the consolidated VIEs constitute a material part of your consolidated
financial statements. Please provide in tabular form condensed consolidating schedule -
depicting the financial position, cash flows and results of operations for the parent, the
consolidated variable interest entities, and any eliminating adjustments separately - as of
the same dates and for the same periods for which audited consolidated financial
statements are required. Highlight the financial statement information related to the
variable interest entity and parent, so an investor may evaluate the nature of assets held
by, and the operations of, entities apart from the variable interest entity, which includes
the cash held and transferred among entities.
9.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or fully
investigate your auditor, and that as a result an exchange may determine to delist your

 FirstName LastNameYanzhuan Zheng
 Comapany NameMicrovast Holdings, Inc.
 September 16, 2021 Page 4
 FirstName LastName
Yanzhuan Zheng
Microvast Holdings, Inc.
September 16, 2021
Page 4
securities. If the PCAOB has been or is currently unable to inspect your auditor, revise
your disclosure to so state.
Risk Factors, page 16
10.Revise your risk factors to acknowledge that if the PRC government determines that the
contractual arrangements constituting part of your VIE structure do not comply with PRC
regulations, or if these regulations change or are interpreted differently in the future, your
shares may decline in value or become worthless if you are unable to assert your
contractual control rights over the assets of your PRC subsidiaries that conduct all or
substantially all of your operations.
11.Given the Chinese government’s significant oversight and discretion over the conduct of
your business, please revise to separately highlight the risk that the Chinese government
may intervene or influence your operations at any time, which could result in a material
change in your operations and/or the value of your ordinary shares. 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
Chinabased 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.
12.In light of recent events indicating greater oversight by the Cyberspace Administration of
China over data security, particularly for companies seeking to list on a foreign exchange,
please revise your disclosure to explain how this oversight impacts your business and your
offering and to what extent you believe that you are compliant with the regulations or
policies that have been issued by the CAC to date.
            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 Sherry Haywood, Staff Attorney at (202) 551-3345 or Asia Timmons-
Pierce, Special Counsel at (202) 551-3754 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
July 1, 2021
Stephen Vogel
Chief Executive Officer and Chairman of the Board
Tuscan Holdings Corp.
135 E. 57th Street, 18th Floor
New York, New York 10022
Re:Tuscan Holdings Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed June 30, 2021
File No. 001-38826
Dear Mr. Vogel:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alan Annex

CORRESP
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June 30, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Geoff Kruczek

    Re:
    Tuscan Holdings Corp.

Revised Preliminary Proxy Statement on Schedule 14A

Filed June 23, 2021

File No. 001-38826

Dear Mr. Kruczek:

On behalf of Tuscan Holdings Corp. (the “Company”),
reference is made to the letter dated June 29, 2021 (the “Comment Letter”) from the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding
the above-referenced Revised Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). Separately
today, the Company has submitted to the Commission Amendment No. 3 to the Proxy Statement (“Amendment No. 3”)
through EDGAR in response to the Staff’s comment. Amendment No. 3 has been marked to indicate changes from the Proxy Statement.

For your convenience, we have set forth below the
Staff’s comments as set forth in the Comment Letter, followed by the Company’s responses thereto (including page references
to Amendment No. 3, when applicable). Terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 3. The Company has reviewed this letter and authorized us to make the representations to you on their behalf.

Revised Preliminary Proxy Statement on Schedule 14A filed June
23, 2021

Selected Historical Financial Information - Tuscan, page 32

 1. We note your response to prior comment 1; however, the amounts presented for Common stock subject to possible redemption do not
correspond to the amounts presented in the historical financial statements and should be revised.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page 32 of Amendment No. 3.

Unaudited Pro Forma Condensed Combined Financial Statements,
page 134

 2. We note your response to prior comment 4; however, although the pro forma balance sheet reflects transaction costs of $21.1 million
as an adjustment to retained earnings, as disclosed in adjustment (G) of note 3, these transaction costs have not been reflected as non-recurring
expenses in the pro forma statement of operations for the year ended December 31, 2020 even though that statement is presented as if the
transaction occurred on January 1, 2020. Please revise the pro forma statement of operations for the year ended December 31, 2020 accordingly
as required by Rule 11-02(a)(6) of Regulation S-X.

Response: In response to the Staff’s comment,
the Company has revised the pro forma statement of operations for the year ended December 31 to expense $21.1 million of transaction costs.
The Company has revised its disclosure on pages 32, 36, 37, 139, 143, 144 and 145 of Amendment No. 3.

* * *

Please do not hesitate to contact Kevin Friedmann
at (312) 456-1072, Laurie Green at (954) 768-8232, or the undersigned at (305) 579-0576, with any questions or comments regarding any
of the foregoing.

    Very truly yours,

    /s/ Alan Annex

    Alan Annex

cc: Stephen Vogel, Tuscan Holdings Corp.

United States securities and exchange commission logo
June 29, 2021
Stephen Vogel
Chief Executive Officer and Chairman of the Board
Tuscan Holdings Corp.
135 E. 57th Street, 18th Floor
New York, New York 10022
Re:Tuscan Holdings Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed June 23, 2021
File No. 001-38826
Dear Mr. Vogel:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A Filed June 23, 2021
Selected Historical Financial Information - Tuscan, page 32
1.We note your response to prior comment 1; however, the amounts presented for Common
stock subject to possible redemption do not correspond to the amounts presented in
the historical financial statements and should be revised.
.
Unaudited Pro Forma Condensed Combined Financial Statements, page 134
2.We note your response to prior comment 4; however, although the pro forma balance
sheet reflects transaction costs of $21.1 million as an adjustment to retained earnings, as
disclosed in adjustment (G) of note 3, these transaction costs have not been reflected as
non-recurring expenses in the pro forma statement of operations for the year ended
December 31, 2020 even though that statement is presented as if the transaction occurred
on January 1, 2020. Please revise the pro forma statement of operations for the year ended

 FirstName LastNameStephen Vogel
 Comapany NameTuscan Holdings Corp.
 June 29, 2021 Page 2
 FirstName LastName
Stephen Vogel
Tuscan Holdings Corp.
June 29, 2021
Page 2
December 31, 2020 accordingly as required by Rule 11-02(a)(6) of Regulation S-X.
            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.
            You may contact Kevin Stertzel at 202-551-3723 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Geoff Kruczek at 202-551-3641 or Jay Ingram at 202-551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alan Annex

CORRESP
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filename1.htm

June 23, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Geoff Kruczek

    Re:
    Tuscan Holdings Corp.

Revised Preliminary Proxy Statement on Schedule 14A

Filed June 3, 2021

File No. 001-38826

Dear Mr. Kruczek:

On behalf of Tuscan Holdings Corp. (the “Company”),
reference is made to the letter dated June 14, 2021 (the “Comment Letter”) from the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding
the above-referenced Revised Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). Separately
today, the Company has submitted to the Commission Amendment No. 2 to the Proxy Statement (“Amendment No. 2”)
through EDGAR in response to the Staff’s comment. Amendment No. 2 has been marked to indicate changes from the Proxy Statement.

For your convenience, we have set forth below the
Staff’s comments as set forth in the Comment Letter, followed by the Company’s responses thereto (including page references
to Amendment No. 2, when applicable). Terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 2. The Company has reviewed this letter and authorized us to make the representations to you on their behalf.

Revised Preliminary Proxy Statement on Schedule 14A filed June
3, 2021

Selected Historical Financial Information

Selected Historical Financial Information - Tuscan, page 32

 1. Please ensure all amounts presented here correspond with amounts presented in the historical financial statements, including amounts
related to: Common stock subject to possible redemption; Other income (expense); Other income (expense), net; and Loss per share.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 33, 35 and 36 of Amendment No. 2 accordingly.

Background of the Business Combination, page 99

 2. We note your revisions in response to prior comments 5 and 6. Please revise to provide investors with a better understanding of
the material factors used by your board in evaluating Microvast and the business combination. Specifically, please disclose the Microvast
projections, including all material assumptions underlying those projections, such as those relating to “market share, expenses
and profitability,” as referenced on page 108. Provide quantified disclosure when possible.

Response: In response to the Staff’s comment,
the Company has included the projections provided to the Company. The Company has deleted the reference to “market share”
and “expenses” and replaced such references with “projected growth and profitability”. The Company has revised
its disclosure on pages 30, 44, 101, and 107 through 111 of Amendment No. 2 accordingly.

Unaudited Pro Forma Condensed Combined Financial Statements,
page 130

 3. Please revise your disclosures related to the Earnout Shares to explain your proposed accounting for the shares and revise the
pro forma financial statements accordingly. If you determine that the Earnout Shares will be required to be accounted for as liabilities,
please disclose and discuss the potential impact of the shares on future results and provide a sensitivity analysis that quantifies the
potential impact that changes in the per share market price of the post combination common stock could have on the pro forma financial
statements.

Response: In response to the Staff’s comment,
the Company has revised the disclosure on page 135 of Amendment No. 2 to include the requested disclosures related to the Earnout Shares
to explain the proposed accounting for the Earnout Shares. Please see below for the Staff's consideration a detailed explanation of the
considerations undertaken in determining the accounting treatment for the Earnout Shares.

The following U.S. GAAP requirements were considered in accounting
for the earnouts:

    ·

    ·

    ASC 718, Compensation – Stock Compensation (“ASC 718”);

    ASC 480, Distinguishing Liabilities from Equity (“ASC 480”);

    ·
    ASC 815, Derivatives and Hedging, (“ASC 815”); and

    ·
    ASC 805, Business Combinations.

As described in Amendment No. 2, the merger will be accounted
for as a reverse recapitalization, which is, in substance, a capital transaction rather than a business combination. That is, the transaction
is equivalent to the issuance of shares by Microvast (i.e., a private operating company) for the net monetary assets of the Company (i.e.,
a public shell company) accompanied by a recapitalization.

Therefore, the accounting for the Earnout Shares arrangement
does not fall under ASC 805 because the Earnout Shares are payable to the Microvast equity holders (i.e., the accounting acquirer in the
merger). The Earnout Shares, which are payable to the Microvast equity holders on a pro rata (as-converted-to-Microvast -common stock)
ownership basis, are viewed as an in-substance dividend to the Microvast equity holders that is contingent upon the achievement of either
(1) a specified share price target or (2) the occurrence of a change of control. More specifically, 20 million shares will be issued to
Microvast equity holders (pre-merger) if either of the following condition is met during the three year period beginning on the closing
of the merger and ending three years after the closing of the merger (the “Earn Out Period”):

 · The daily volume-weighted average price of the Company’s stock price
is greater than or equal to $18.00 for any 20 trading days within a 30 day trading period during the Earn Out Period; or

 · There is a Change of Control during the Earn Out Period that will result
in holders of common stock receiving a per share amount greater than or equal to $18.00. For this purpose, a “Change of Control”
includes the following:

 (i) a sale, lease, license or other disposition, in a single transaction or a series of related transactions,
of 50% or more of the assets of the Company and its subsidiaries, taken as a whole;

 (ii) a merger, consolidation or other business combination of the Company resulting in any person or “group”
(within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) acquiring at least 50% of the combined
voting power of the then outstanding securities of Company or the surviving person outstanding immediately after such combination; or

 (iii) any person or “group” (within the meaning of Rules 13d-3 and 13d-5) obtaining beneficial
ownership (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of the voting stock of the Company representing more than 50% of
the voting power of the capital stock of Company entitled to vote for the election of directors of the Company.

    1

Both the number of Earn-Out Shares and the price per share
is subject to adjustment to reflect the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization,
reclassification, combination, exchange of shares or other like change with respect to the common stock (i.e., dilutive activities).

The accounting for the Earnout Shares was first evaluated
under ASC 718 to determine if the arrangement represents a share-based payment arrangement. Because the Earnout Shares are issued to all
of Microvast’s equity holders (before the merger) and there are no service conditions nor any requirement of the participants to
provide goods or services, we determined that the Earnout Shares are not within the scope of ASC 718. In reaching this conclusion, we
focused on the fact that the Earnout Shares are not provided to any holder of options or unvested stock but rather the arrangement is
provided only to vested equity holders.

Next we determined that the Earnout Shares represent a freestanding
equity-linked financial instrument to be evaluated under ASC 480 and ASC 815-40.

The Company evaluated the three types of freestanding financial
instruments that require liability classification under ASC 480 as follows:

 · Mandatorily redeemable financial instruments: The Company concluded
that the Earnout Shares do not represent a liability under ASC 480-10-25-4 through 25-7 because they are not in the form of outstanding
shares subject to redemption for cash or other assets upon the occurrence of an event that is certain to occur.

 · Obligation to repurchase equity shares: The Company concluded that
the Earnout Shares do not embody an obligation to repurchase equity shares by transferring assets under ASC 480-10-25-8 because the arrangement
is only settleable in common stock that is redeemable only upon a final liquidation. -

 · Variable share-settled obligation: The Earnout Shares are not issuable
based on a fixed monetary amount known at inception, do not involve variations in something other than the fair value of the Company’s
equity shares nor variations inversely related to the fair value of the Company’s equity shares. Therefore, the Company concluded
that the Earnout Shares do not represent a liability under ASC 480-10-25-14.

Based upon the analysis above, the Company concluded that
the Earnout Shares should not be classified as a liability under ASC 480.

It was next evaluated whether the Earnout Share arrangement,
which meets the definition of a derivative instrument pursuant to ASC 815, qualifies for the scope exception in ASC 815-10-15-74(a), which
states that a reporting entity shall not consider contracts that are both (a) indexed to an entity’s own stock and (b) classified
in stockholders’ equity in its statement of financial position to be derivative instruments. This analysis was performed in accordance
with the guidance in ASC 815-40.

Under ASC 815-40, an entity must first evaluate whether an
equity-linked instrument is considered indexed to the reporting entity’s stock. This analysis, which is performed under ASC 815-40-15,
is a two-step test that includes evaluation of both exercise contingencies and settlement provisions. The Earnout Share arrangement contains
two exercise contingencies – the daily volume weighted average stock price and a Change of Control on the basis of a specific price
per share. Neither contingency is based on an observable market or an observable index other than one based on the Company’s stock.
With respect to settlement provisions, the number of Earn Out Shares is adjusted only for dilutive activities, which are an input into
the pricing of a fixed-for-fixed option on equity shares under ASC 815-40-15-7E(c). It is important to note that, in absence of dilutive
activities, there will be either zero or 20 million shares issuable under the Earnout Share arrangement; therefore, the triggering events
for issuance of shares is only an exercise contingency to be evaluated under step 1 of ASC 815-40-15.

We next considered the equity classification conditions in
ASC 815-40-25 and concluded that all of them were met. Therefore, the Earnout Share arrangement is appropriately classified in equity.

As the merger is accounted for as a reverse recapitalization,
the fair value of the Earnout Share arrangement as of the merger date will be accounted for as an equity transaction (as a deemed dividend)
as of the closing date of the merger.

    2

 4. Refer to adjustment (G) in note 3 on page 139. Given the revised pro forma rules, please reflect any transaction costs that will
be expensed as a non-recurring item in the pro forma statement of operations for the year ended December 31, 2020. Since the merger will
be accounted for as a reverse recapitalization, it appears to us that costs incurred by Tuscan and costs incurred by Microvast that are
not offering costs should be recorded in the pro forma statement of operations. Refer to Rule 11-02(a)(6) of Regulation S-X and Section
II.D of SEC Release 33-10786.

Response: In response to the Staff’s comment,
the Company has revisited the treatment of transaction costs incurred as part of the Business Combination. While a reverse recapitalization
is legally structured as a merger or acquisition, the transaction is, in substance, a capital raise of Microvast. Therefore, we believe
that specific incremental costs incurred by the target that directly result from the transaction may be offset against the proceeds raised.
The Company has capitalized (1) the incremental and direct transaction costs of $20 million incurred by Microvast (legal, audit, financial
advisory and other professional fees), and (2) the $22.8 million placement agent fees directly related to and contingent upon the consummation
of the PIPE transaction incurred by the Company, and recorded net against the proceeds raised based on the SEC guidance SAB Topic 5.A.
The remainder of the $63.9 million has been expensed. Adjustment (G) in note 3 on page 143 has been revised accordingly.

Microvast’s Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Components of Results of Operations Revenue, page 196

 5. We note the header for certain revenue data is labeled as “Three-month ended December 31”. It appears you should correct
the header to state March 31.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page 200 of Amendment No. 2 accordingly.

Results of Operations, page 198

 6. We note your response to prior comment 12. We also note your disclosures on page 202 that indicate inventory impairments are recorded
in general and administrative expenses; however, it is not clear to us why inventory impairments are not recorded in cost of revenue.
Please revise your financial statements to re-classify inventory impairments or more fully explain why you believe the current classification
is appropriate.

Response: In response to the Staff's comment, Microvast
has reclassified inventory impairments to cost of revenue. This has resulted in a reclassification of Microvast’s financial statements,
and the inclusion of Note 26 to Microvast’s audited financial statements beginning on page F-97 and the inclusion of Note 27 to
Microvast’s unaudited financial statements beginning on page F-130. In addition, Management’s Discussion and Analysis was
revised to reflect the correct characterization of these expenses on page 205 of Amendment No. 2.

Financial Statements - Tuscan Holdings Corp.

Note 2. Restatement of Previously Issued Financial Statements,
page F-10

 7. We note your disclosures related to the Private Warrants. We also note you appear to account for the Public Warrants as equity.
Please provide us with your analysis under ASC 815-40 to support your accounting treatment for the public warrants. As part of your analysis,
please address whether there are any terms or provisions in the warrant agreement that provide for potential changes to the settlement
amounts that are dependent upon the characteristics of the holder of the warrant, and if so, how you analyzed those provisions in accordance
with the guidance in ASC 815-40.

Response: The Company advises the Staff that after
further analysis and consideration of the statement regarding the accounting and reporting considerations for warrants issued by special
purpose acquisition companies issued by John Coates, Acting Director, Division of Corporation Finance, and Paul Munter, Acting Chief Accountant,
the Company evaluated the accounting treatment of the Public Warrants and determined that its Public Warrants should be classified as
equity. The conclusion was based on the Company’s determination that the Public Warrants do not have any contingency or settlement
provision that would cause it to not fall within the indexation guidance and the fact that the Public Warrants meet all other provisions
necessary for equity classification in accordance with Accounting Standards Codification No. 815-40, as discussed below.

    3

Company’s Assessment of the Classification of the
Public Warrants

In determining the classificat

United States securities and exchange commission logo
June 14, 2021
Stephen Vogel
Chief Executive Officer and Chairman of the Board
Tuscan Holdings Corp.
135 E. 57th Street, 18th Floor
New York, New York 10022
Re:Tuscan Holdings Corp.
Revised Preliminary Proxy Statement on Schedule 14A
Filed June 3, 2021
File No. 001-38826
Dear Mr. Vogel:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Revised Preliminary Proxy Statement on Schedule 14A filed June 3, 2021
Selected Historical Financial Information
Selected Historical Financial Information - Tuscan, page 32
1.Please ensure all amounts presented here correspond with amounts presented in the
historical financial statements, including amounts related to: Common stock subject to
possible redemption; Other income (expense); Other income (expense), net; and Loss per
share.
Background of the Business Combination, page 99
2.We note your revisions in response to prior comments 5 and 6.  Please revise to provide
investors with a better understanding of the material factors used by your board in
evaluating Microvast and the business combination.  Specifically, please disclose the
Microvast projections, including all material assumptions underlying those projections,
such as those relating to "market share, expenses and profitability," as referenced on page

 FirstName LastNameStephen Vogel
 Comapany NameTuscan Holdings Corp.
 June 14, 2021 Page 2
 FirstName LastNameStephen Vogel
Tuscan Holdings Corp.
June 14, 2021
Page 2
108.  Provide quantified disclosure when possible.
Unaudited Pro Forma Condensed Combined Financial Statements, page 130
3.Please revise your disclosures related to the Earnout Shares to explain your proposed
accounting for the shares and revise the pro forma financial statements accordingly. If you
determine that the Earnout Shares will be required to be accounted for as liabilities, please
disclose and discuss the potential impact of the shares on future results and provide a
sensitivity analysis that quantifies the potential impact that changes in the per share
market price of the post combination common stock could have on the pro forma financial
statements.
4.Refer to adjustment (G) in note 3 on page 139. Given the revised pro forma rules, please
reflect any transaction costs that will be expensed as a non-recurring item in the pro forma
statement of operations for the year ended December 31, 2020. Since the merger will be
accounted for as a reverse recapitalization, it appears to us that costs incurred by Tuscan
and costs incurred by Microvast that are not offering costs should be recorded in the pro
forma statement of operations. Refer to Rule 11-02(a)(6) of Regulation S-X and Section
II.D of SEC Release 33-10786.

Microvast's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Components of Results of Operations
Revenue, page 196
5.We note the header for certain revenue data is labeled as "Three-month ended December
31". It appears you should correct the header to state March 31.
Results of Operations, page 198
6.We note your response to prior comment 12. We also note your disclosures on page 202
that indicate inventory impairments are recorded in general and administrative expenses;
however, it is not clear to us why inventory impairments are not recorded in cost of
revenue. Please revise your financial statements to re-classify inventory impairments or
more fully explain why you believe the current classification is appropriate.
Financial Statements - Tuscan Holdings Corp.
Note 2. Restatement of Previously Issued Financial Statements, page F-10
7.We note your disclosures related to the Private Warrants. We also note you appear to
account for the Public Warrants as equity. Please provide us with your analysis under
ASC 815-40 to support your accounting treatment for the public warrants. As part of your
analysis, please address whether there are any terms or provisions in the warrant
agreement that provide for potential changes to the settlement amounts that are dependent
upon the characteristics of the holder of the warrant, and if so, how you analyzed those

 FirstName LastNameStephen Vogel
 Comapany NameTuscan Holdings Corp.
 June 14, 2021 Page 3
 FirstName LastName
Stephen Vogel
Tuscan Holdings Corp.
June 14, 2021
Page 3
provisions in accordance with the guidance in ASC 815-40.
Condensed Consolidated Statements of Changes in Stockholders' (Deficit) Equity, page F-34
8.Please more fully explain how you determined the change in value of common stock
subject to possible redemption during the three months ended March 31, 2021 that
resulted in stockholders’ (deficit) equity declining below $5 million. In addition, based on
the disclosures, in note 1 on page F-37 and throughout the filing, that the Company will
proceed with a Business Combination only if the Company has net tangible assets of at
least $5 million, please more fully explain why you believe the Business Combination can
proceed.
General
9.We note the disclosure that you received stockholder approval for an additional extension
of the date by which you must complete a business combination to July 31, 2021.  In your
Form 8-K filed April 28, 2021, you disclose that you did not receive the approval of 65%
of the shares necessary to approve the Extension Amendment Proposal.  You also disclose
that the 65% threshold in Article Sixth of your certificate of incorporation will not be
applicable and that as of May 1, 2021, the Extension Amendment Proposal may be
approved by a simple majority of the shares.  On May 10, 2021, it appears that the
Extension Amendment Proposal was approved using the majority approval standard.
Please provide a discussion of the interpretation of your certificate that resulted in the
change to the number of shares required to approve the Extension Amendment and the
risk that a court could view this differently and determine that you were not permitted to
operate after the expiration date of the SPAC.  Also discuss the potential consequences
should a court disagree with your interpretation of your certificate of incorporation.
            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.
            You may contact Kevin Stertzel at (202) 551-3723 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 551-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alan Annex

CORRESP
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June 3, 2021

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Division of Corporation Finance

Attention: Geoff Kruczek

    Re:
    Tuscan Holdings Corp.

Preliminary Proxy Statement on Schedule 14A

Filed February 16, 2021

File No. 001-38826

Dear Mr. Kruczek:

On behalf of Tuscan Holdings Corp. (the “Company”),
reference is made to the letter dated March 15, 2021 (the “Comment Letter”) from the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding
the above-referenced Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”). Separately today,
the Company has submitted to the Commission Amendment No. 1 to the Proxy Statement (“Amendment No. 1”) through
EDGAR in response to the Staff’s comment. Amendment No. 1 has been marked to indicate changes from the Proxy Statement.

For your convenience, we have set forth below the
Staff’s comments as set forth in the Comment Letter, followed by the Company’s responses thereto (including page references
to Amendment No. 1, when applicable). Terms used but not otherwise defined herein have the meanings ascribed to such terms in Amendment
No. 1. The Company has reviewed this letter and authorized us to make the representations to you on their behalf.

Preliminary Proxy Statement on Schedule 14A filed February 16,
2021

Interests of Tuscan’s Directors, page 25

    1.
    Please revise to quantify the interests affiliates of InterPrivate have in the transactions, including how the amount of that interest is determined. Also revise to quantify the amount of reimbursement Tuscan’s board will be entitled to receive.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page 27 of Amendment No. 1 accordingly.

Comparative Per Share Data, page 37

    2.
    Please provide pro forma equivalent per share disclosures. Refer to the instructions to Item 14, paragraph 7(b)(10) of Schedule 14A. See Instruction 2 to the Item for guidance on equivalent per share data.

Response: Pro forma equivalent per share disclosure
has been added on page 36 of Amendment No. 1.

Risk Factors, page 38

    3.
    We note the uncertain tax consequences you discuss in your disclosures beginning on page 107. Please add a risk factor describing those consequences, the degree of uncertainty and the potential outcomes to investors. Please also revise your summary and Questions and Answers section to briefly highlight the uncertain tax consequences.

Greenberg Traurig, P.A. | Attorneys
at Law

333 Southeast Second Avenue | Suite 4400
| Miami, FL 33131 | T +1 305.579.0500 | F +1 305.579.0717

www.gtlaw.com

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 9, 10, 31, and 88 of Amendment No. 1 accordingly.

The Charter provides, page 85

    4.
    Please revise this risk factor and your disclosure on page 219 to describe the full scope of the provision you discuss, consistent with Annex B-1 to this filing.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 86 and 229 of Amendment No. 1 accordingly.

Background of the Business Combination, page 96

    5.
    Please revise to clarify how you determined the initial $2.4 billion valuation, as disclosed on page 99. Also revise to discuss how that valuation and the other material terms of the transaction changed during the negotiations of the parties, including proposals and counterproposals submitted by the parties.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 102 and 103 of Amendment No. 1 accordingly.

Tuscan’s Board of Directors’ Reasons, page 101

    6.
    Please revise to describe the research and analysis of the comparable companies and transactions and “certain projections” that your board conducted in approving the transaction and in determining that the 80% test was satisfied. Currently, it is unclear from your disclosure what companies or transactions were considered, how they compare to this transaction and Microvast and what financial metrics were assessed. It is also unclear how the projections to which you refer were utilized by your board in reaching its conclusions. Given this, it is unclear how investors are able to evaluate your board’s conclusions.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page 106 of Amendment No. 1 accordingly.

Registration Rights and Lock-up Agreement, page 124

    7.
    Please disclose whether there are any maximum cash penalties under the registration rights agreement, if applicable. Please also disclose any additional penalties resulting from delays in registering your common stock. Refer to ASC 825-20-50-1.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page 129 of Amendment No. 1 accordingly.

    2

Unaudited Pro Forma Condensed Combined Financial Statements,
page 125

    8.
    Refer to note 4 on page 135. Please quantify the number of potentially dilutive securities that have been excluded from pro forma loss per share calculations because they are antidilutive.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 140 and F-12 of Amendment No. 1 accordingly.

The Charter Proposal, page 137

    9.
    Please revise to describe the intended change to the exclusive forum provision in your charter. Please also revise to include this change as a separate proposal in your disclosure beginning on page 139.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on pages 142, 145, and 146 of Amendment No. 1 accordingly.

Tuscan’s Management’s Discussion and Analysis of
Financial Condition and Results of Operations Results of Operations, page 158

    10.
    We note the marketable securities held in the Trust Account sustained a significant unrealized loss in the three months ended September 30, 2020. We further note that interest income decreased during the nine month period ended September 30, 2020 compared to the same prior year period. Your MD&A does not provide any insight behind the significant drivers of the changes in interest income or changes in value of the trust assets. Given your disclosure in the financial statements that the assets held in the Trust Account are substantially held in U.S. Treasury Bills, please expand your disclosures to more fully discuss the yield changes and loss and the investments involved.

Response: In response to the Staff’s comment, the Company has revised its disclosure
on page 165 of Amendment No. 1 accordingly.

Annual Cash Incentive Compensation Program, page 184

    11.
    Please reconcile the disclosure here that Microvast does not maintain an annual cash incentive program with your disclosure on page 185 regarding the terms of Mr. Kelterborn’s employment agreement.

Response: Microvast does not have an annual cash incentive
program for its employees in general. When Mr. Kelterborn joined Microvast GmbH in 2017, Microvast agreed to pay him a 30% cash bonus
in any year if the overall performance of Microvast GmbH meets the agreed performance target. Because the performance targets were not
met in 2020, no bonus was paid.

    3

Microvast’s Management’s Discussion and Analysis
of Financial Condition and Results of Operations, page 187

    12.
    Please revise MD&A to more fully disclose and discuss the following:

    ●
    The facts and circumstances related to the 56.1% decrease in revenue in 2019 that you attribute to a change in government subsidy policies in the PRC. Address the specific nature of the change, disclose when in 2019 the change occurred, and discuss how you determined the change was responsible for the decrease in revenue. Also, address your expectations regarding future subsidies and their potential impact on revenue trends

Response: In response to the Staff’s comment, the Company has revised its disclosure
on pages 201 and 202 of Amendment No. 1 accordingly.

    ●
    The facts and circumstances related to the significant decrease in the gross profit margin in 2019, including the factors that resulted in negative gross profits during the three month period ended December 31, 2019. Also, address the inventory impairments you recorded during each period, including the reasons for the impairments, the potential impact of future impairments, and why inventory balance sheet amounts are so significant relative to cost of revenue during each related period.

Response: In response to the Staff’s comment, the Company has revised its disclosure
on pages 201 and 202 of Amendment No. 1 accordingly.

    ●
    More fully explain your billing terms and address why accounts and notes receivable balance sheet amounts at September 30, 2020, December 31, 2019 and December 31, 2018 represented 137% of revenue during the period ended September 30, 2020, 132% of revenue during 2019, and 102% of revenue during 2018.

Response: In response to the Staff’s comment, the Company has revised its disclosure
on page 202 of Amendment No. 1 accordingly.

    ●
    More fully explain the specific nature of the construction in progress at each balance sheet date, including when the projects are expected to be completed and the amount of funding required for completion.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page 203 of Amendment No. 1 accordingly.

    ●
    More clearly address how your common stock valuations during the periods presented relate to the fair value indicated by the current merger transaction.

Response: In response to the Staff’s comment, the Company has revised its disclosure
on page 209 of Amendment No. 1 accordingly.

    4

Overview, page 187

    13.
    If you elect to highlight your relationships with customers or potential customers, please avoid vague terms like “long-term partnership” and “global cooperation agreement.” Instead, revise to explain clearly the material features of the agreement, including the respective rights and obligations of the parties, termination provisions and duration.

Response: We have removed all references to “long-term
partnership” and “global cooperation agreement” and now refer to those counterparties as “customers”.

Revenue, page 193

    14.
    Please revise to clarify the “change in government subsidy policies,” how it impacted your operations as well as those of your suppliers and customers and whether that change remains in effect.

Response: Please see the response to No. 12 above
for a discussion of the changing nature of the PRC’s subsidy policies affected and will continue to affect Microvast’s business.

Index to Financial Statements, page F-1

    15.
    Please provide updated financial statements and related disclosures to the extent required by Rules 3-12/8-08 of Regulation S-X.

Response: The financial statements have been updated
for the year ended December 31, 2020.

Tuscan Holdings - Financial Statements, page F-2

    16.
    Please revise the notes to the financial statements to update the current date through which the Company has to complete a Business Combination.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page F-8 of Amendment No. 1 accordingly.

Microvast Inc. - Consolidated Financial Statements

21. Segment Information, page F-62

    17.
    Please disclose revenue and long-lived assets attributed to any individual countries that are material as required by ASC 280-10-50-41.

Response: In response to the Staff’s comment,
the Company has revised its disclosure on page F-94 of Amendment No. 1 accordingly.

* * * * *

    5

Please do not hesitate to contact Kevin
Friedmann at (312)-456-1072, Laurie Green at (954)-765-0500, or the undersigned at (305)-579-0576, with any questions or comments
regarding any of the foregoing.

    Very truly yours,

    Alan Annex

cc: Stephen Vogel, Tuscan Holdings Corp.

    6

United States securities and exchange commission logo
March 15, 2021
Stephen Vogel
Chief Executive Officer and Chairman of the Board
Tuscan Holdings Corp.
135 E. 57th Street, 18th Floor
New York, New York 10022
Re:Tuscan Holdings Corp.
Preliminary Proxy Statement on Schedule 14A
Filed February 16, 2021
File No. 001-38826
Dear Mr. Vogel:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed February 16, 2021
Interests of Tuscan's Directors,, page 25
1.Please revise to quantify the interests affiliates of InterPrivate have in the transactions,
including how the amount of that interest is determined.  Also revise to quantify the
amount of reimbursement Tuscan's board will be entitled to receive.
Comparative Per Share Data, page 37
2.Please provide pro forma equivalent per share disclosures. Refer to the instructions to
Item 14, paragraph 7(b)(10) of Schedule 14A. See Instruction 2 to the Item for guidance
on equivalent per share data.
Risk Factors, page 38
3.We note the uncertain tax consequences you discuss in your disclosures beginning on

 FirstName LastNameStephen Vogel
 Comapany NameTuscan Holdings Corp.
 March 15, 2021 Page 2
 FirstName LastName
Stephen Vogel
Tuscan Holdings Corp.
March 15, 2021
Page 2
page 107.  Please add a risk factor describing those consequences, the degree of
uncertainty and the potential outcomes to investors.  Please also revise your summary and
Questions and Answers section to briefly highlight the uncertain tax consequences.
The Charter provides,, page 85
4.Please revise this risk factor and your disclosure on page 219 to describe the full scope of
the provision you discuss, consistent with Annex B-1 to this filing.
Background of the Business Combination, page 96
5.Please revise to clarify how you determined the initial $2.4 billion valuation, as disclosed
on page 99.  Also revise to discuss how that valuation and the other material terms of the
transaction changed during the negotiations of the parties, including proposals and
counterproposals submitted by the parties.
Tuscan's Board of Directors' Reasons, , page 101
6.Please revise to describe the research and analysis of the comparable companies and
transactions and "certain projections" that your board conducted in approving the
transaction and in determining that the 80% test was satisfied.  Currently, it is unclear
from your disclosure what companies or transactions were considered, how they compare
to this transaction and Microvast and what financial metrics were assessed.  It is also
unclear how the projections to which you refer were utilized by your board in reaching its
conclusions.  Given this, it is unclear how investors are able to evaluate your board's
conclusions.
Registration Rights and Lock-up Agreement, page 124
7.Please disclose whether there are any maximum cash penalties under the registration
rights agreement, if applicable. Please also disclose any additional penalties resulting from
delays in registering your common stock. Refer to ASC 825-20-50-1.
Unaudited Pro Forma Condensed Combined Financial Statements, page 125
8.Refer to note 4 on page 135. Please quantify the number of potentially dilutive securities
that have been excluded from pro forma loss per share calculations because they are anti-
dilutive.
The Charter Proposal, page 137
9.Please revise to describe the intended change to the exclusive forum provision in your
charter.  Please also revise to include this change as a separate proposal in your disclosure
beginning on page 139.

 FirstName LastNameStephen Vogel
 Comapany NameTuscan Holdings Corp.
 March 15, 2021 Page 3
 FirstName LastName
Stephen Vogel
Tuscan Holdings Corp.
March 15, 2021
Page 3
Tuscan's Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 158
10.We note the marketable securities held in the Trust Account sustained a significant
unrealized loss in the three months ended September 30, 2020. We further note that
interest income decreased during the nine month period ended September 30, 2020
compared to the same prior year period. Your MD&A does not provide any insight behind
the significant drivers of the changes in interest income or changes in value of the trust
assets. Given your disclosure in the financial statements that the assets held in the Trust
Account are substantially held in U.S. Treasury Bills, please expand your disclosures to
more fully discuss the yield changes and loss and the investments involved.
Annual Cash Incentive Compensation Program, page 184
11.Please reconcile the disclosure here that Microvast does not maintain an annual cash
incentive program with your disclosure on page 185 regarding the terms of Mr.
Kelterborn's employment agreement.
Microvast's Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 187
12.Please revise MD&A to more fully disclose and discuss the following:
•The facts and circumstances related to the 56.1% decrease in revenue in 2019 that
you attribute to a change in government subsidy policies in the PRC. Address the
specific nature of the change, disclose when in 2019 the change occurred, and discuss
how you determined the change was responsible for the decrease in revenue. Also,
address your expectations regarding future subsidies and their potential impact on
revenue trends.
•The facts and circumstances related to the significant decrease in the gross profit
margin in 2019, including the factors that resulted in negative gross profits during the
three month period ended December 31, 2019. Also, address the inventory
impairments you recorded during each period, including the reasons for the
impairments, the potential impact of future impairments, and why inventory balance
sheet amounts are so significant relative to cost of revenue during each related period.
•More fully explain your billing terms and address why accounts and notes
receivable balance sheet amounts at September 30, 2020, December 31, 2019 and
December 31, 2018 represented 137% of revenue during the period ended September
30, 2020, 132% of revenue during 2019, and 102% of revenue during 2018.
•More fully explain the specific nature of the construction in progress at each balance
sheet date, including when the projects are expected to be completed and the amount
of funding required for completion.
•More clearly address how your common stock valuations during the periods
presented relate to the fair value indicated by the current merger transaction.

 FirstName LastNameStephen Vogel
 Comapany NameTuscan Holdings Corp.
 March 15, 2021 Page 4
 FirstName LastName
Stephen Vogel
Tuscan Holdings Corp.
March 15, 2021
Page 4
Overview, page 187
13.If you elect to highlight your relationships with customers or potential customers, please
avoid vague terms like "long-term partnership" and "global cooperation agreement."
Instead, revise to explain clearly the material features of the agreement, including the
respective rights and obligations of the parties, termination provisions and duration.
Revenue, page 193
14.Please revise to clarify the "change in government subsidy policies," how it impacted your
operations as well as those of your suppliers and customers and whether that change
remains in effect.
Index to Financial Statements, page F-1
15.Please provide updated financial statements and related disclosures to the extent required
by Rules 3-12/8-08 of Regulation S-X.
Tuscan Holdings - Financial Statements, page F-2
16.Please revise the notes to the financial statements to update the current date through which
the Company has to complete a Business Combination.
Microvast Inc. - Consolidated Financial Statements
21. Segment Information, page F-62
17.Please disclose revenue and long-lived assets attributed to any individual countries that
are material as required by ASC 280-10-50-41.

            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.
            You may contact Kevin Stertzel at (202) 551-3723 or Anne McConnell at (202) 551-
3709 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoff Kruczek at (202) 551-3641 or Jay Ingram, Legal Branch Chief, at
(202) 5541-3397 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Alan Annex

CORRESP
1
filename1.htm

EARLYBIRDCAPITAL, INC.

366 Madison Avenue | 8th Floor

New York, NY 10017

March 4, 2019

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Amanda Ravitz, Assistant Director

    Re:

        Tuscan Holdings Corp. (the "Company")

        Registration Statement on Form S-1

        (File No. 333-229657) (the "Registration
        Statement")

Dear Ms. Ravitz:

In connection with the Registration Statement
on Form S-1 of Tuscan Holdings Corp., the undersigned, which is acting as the representative of the underwriters of the offering,
hereby requests acceleration of the effective date and time of the Registration Statement to 9:00 a.m. on Tuesday, March 5, 2019
or as soon thereafter as practicable, pursuant to Rule 461 of the Securities Act of 1933.

    Very truly yours,

    EARLYBIRDCAPITAL, INC.

    By:
    /s/ Steven Levine

    Name: Steven Levine

    Title:   CEO

CORRESP
1
filename1.htm

Tuscan Holdings Corp.

135 E. 57th St. , 18th Floor

New York, NY 10022

March 4, 2019

VIA EDGAR

Ms. Amanda Ravitz

Assistant Director

Office of Manufacturing and Construction

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Tuscan
Holdings Corp.

Registration Statement
on Form S-1

File No. 333-229657

Dear Ms. Ravitz:

Tuscan Holdings Corp.
(the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration
of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective as of
9:00 a.m., Tuesday, March 5, 2019, or as soon thereafter as practicable.

    Very truly yours,

    TUSCAN HOLDINGS CORP.

    By:
    /s/ Stephen A. Vogel

Name: Stephen A. Vogel

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

EARLYBIRDCAPITAL, INC.

366 Madison Avenue | 8th Floor

New York, NY 10017

March 4, 2019

VIA EDGAR

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Amanda Ravitz, Assistant Director

    Re:

        Tuscan Holdings Corp. (the "Company")

        Registration Statement on Form S-1

        (File No. 333-229657) (the "Registration
        Statement")

Dear Ms. Ravitz:

In accordance with the provisions of Rule 460
under the Securities Act of 1933, the undersigned, as representative of the underwriters of the proposed offering of securities
of Tuscan Holdings Corp., hereby advises that copies of the Preliminary Prospectus, dated February 13, 2019, were distributed on
or about February 28, 2019, as follows:

268 to individual investors;

82 to FINRA members (which included 23 prospective underwriters
and selected dealers); and

109 to institutions.

The undersigned has been informed by the participating
dealers that, in accordance with Rule 15c2-8 under the Securities Exchange Act of 1934, copies of the Preliminary Prospectus,
dated February 13, 2019, have been distributed to all persons to whom it is expected that confirmations of sale will be sent;
and we have likewise so distributed copies to all customers of ours. We have adequate equity to underwrite a “firm commitment”
offering.

    Very truly yours,

    EARLYBIRDCAPITAL, INC.

    By:
    /s/ Steven Levine

    Name: Steven Levine

    Title:  CEO

CORRESP
1
filename1.htm

        GRAUBARD MILLER

        THE CHRYSLER BUILDING

        405 LEXINGTON AVENUE

        NEW YORK, NEW YORK 10174

    (212) 818-8881

    (212) 818-8638

    EMAIL ADDRESS

    jgallant@graubard.com

February 13, 2019

Division of Corporation Finance

Office of Electronics and Machinery

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Tuscan Holdings Corp.

    Draft Registration Statement on Form S-1

    Submitted December 7, 2108 and Amended January 9, 2019

    CIK No. 0001760689

Ladies and Gentlemen:

On behalf of Tuscan Holdings Corp. (“Corporation”),
we respond as follows to the Staff’s comment letter, dated February 8, 2019, relating to the above-captioned Draft Registration
Statement on Form S-1 (“Registration Statement”). Captions and page references herein correspond to those set
forth in Amendment No. 2 to Draft Registration Statement, a copy of which has been marked with the changes from the original submission
of the Registration Statement.

Please note that for the Staff’s convenience,
we have recited each of the Staff’s comments and provided the Corporation’s response to each comment immediately thereafter.

Draft Form S-1 amended January 9, 2019

Calculation of Registration Fee, page i

 1. Please
revise footnote (3) to track the language of Rule 416 of the Securities Act of 1933. Alternatively, confirm your understanding
that Rule 416 covers only securities issuable pursuant to transactions like those specified in Rule 416 and would not, for example,
cover stock issuable as a result of a market-based conversion formula.

We have revised footnote (3) to the Calculation of
Registration Fee table as requested.

Securities and Exchange Commission

February 13, 2019

Page 2

Prospectus Summary,
page 1

 2. We
note your disclosure regarding management experience. Ensure that the experience you elect to highlight in your prospectus summary
is balanced, including any experience with similarly situated companies that did not complete a business combination, resulted
in losses for investors, or completed an initial business combination after changing provisions in instruments defining investor
rights or protections disclosed during the IPO.

We respectfully wish to inform the Staff
that the Company’s management has not been involved with any similarly situated companies that did not complete a business
combination, resulted in losses for investors, or completed an initial business combination after changing provisions in instruments
defining investor rights or protections disclosed during the IPO. However, Mr. Vogel is currently affiliated with Twelve Seas Investment
Company, a blank check company still looking to complete an initial business combination. We have revised the disclosure on page
2 of the Registration Statement to reflect the fact that there is no assurance that such company will be able to effectuate an
initial business combination.

Effecting a Business Combination, page 2

 3. Please
revise each of your references to the 80% requirement to make clear, if true, that the requirement will not apply if your securities
are not subject to the NASDAQ rules, whether because you do not meet the listing or maintenance criteria or because you voluntarily
choose to delist from the NASDAQ.

We have revised the disclosure throughout the Registration
Statement as requested.

JOBS Act, page 4

 4. Please
supplementally provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you,
or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act,
whether or not they retain copies of the communications.

We will supplementally provide the Staff
with copies of any written communications that the Company or anyone authorized to do so on the Company’s behalf, present
to potential investors in reliance on Section 5(d) of the Securities Act of 1933, as amended, whether or not they retain copies
of the communications, as requested.

Securities and Exchange Commission

February 13, 2019

Page 3

The Offering, page 6

 5. Please
expand the appropriate section to explain what you mean by the term “equity-linked securities” mentioned on page 7.

We have revised the disclosure on page 1
in the introduction to the Prospectus Summary to explain what the term “equity-linked securities” means throughout
the Registration Statement.

If third parties bring claims against us..., page 19

 6. Please
directly identify your product or service providers who you know have not or will not provide a waiver. For example, will the
underwriters, your auditor, and your escrow agent provide a waiver?

We have revised the disclosure on pages
14 and 56 of the Registration Statement as requested.

If we do not file and maintain a current and effective
prospectus..., page 21

 7. If
the holders of the securities issued in your unregistered transaction can exercise warrants while holders of warrants issued in
this registered offering cannot, please disclose the risk to investors in this offering of being required to hold the warrants
while insiders can exercise and sell the underlying common stock.

We have revised the disclosure on page 21
of the Registration Statement to add the risk factor as requested.

Management, page 62

 8. Please
ensure that the information in this section is balanced, with equally prominent explanation of transactions or entities that generated
losses for investors.

We have revised the disclosure in the Registration
Statement to remove any unnecessary promotional statements regarding the Company’s management. We therefore respectfully
believe the disclosure is now balanced as requested.

Principal Stockholders, page 69

 9. Please
tell us whether you may be a controlled company under applicable exchange listing standards, and, if so, whether you will use
related exemptions to governance rules under those standards.

Pursuant to Nasdaq listing Rule 5615(c)(1),
a “controlled company” is a company of which more than 50% of the voting power for the election of directors is held
by an individual, a group or another company. No individual, group or other company will control more than 50% of the voting power
for the election of directors of the Company and no individual, group or other company is anticipated to own such an amount. Accordingly,
the Company will not be a controlled company under applicable Nasdaq listing standards.

Securities and Exchange Commission

February 13, 2019

Page 4

 10. Please
confirm to us, if true, that Mr. Vogel is the only managing member of your sponsor. Alternatively, revise footnote (3) to name
all managing members of your sponsor.

We have revised the disclosure on page 69
of the Registration Statement to indicate that Mr. Vogel is the only managing member of the sponsor as requested.

Underwriting Discount, page 87

 11. We
note your disclosure in the first paragraph of this section about changing the offering price and other selling terms. If true,
please revise to clarify that you are referring to changes after completion of this offering.

We have revised the disclosure on page 87 of the Registration
Statement as requested.

*************

If you have any questions, please do not
hesitate to contact me at the above telephone and facsimile numbers.

    Sincerely,

    /s/ Jeffrey M. Gallant

    Jeffrey M. Gallant

 cc: Stephen
A. Vogel

February 8, 2019
Stephen A. Vogel
Chief Executive Officer
Tuscan Holdings Corp.
135 E. 57th St. , 18th Floor
New York, NY 10022
Re:Tuscan Holdings Corp.
Draft Registration Statement on Form S-1
Submitted December 7, 2018 and Amended January 9, 2019
CIK No. 0001760689
Dear Mr. Vogel:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Form S-1 amended January 9, 2019
Calculation of Registration Fee, page i
1.Please revise footnote (3) to track the language of Rule 416 of the Securities Act of 1933.
Alternatively, confirm your understanding that Rule 416 covers only securities issuable
pursuant to transactions like those specified in Rule 416 and would not, for
example, cover stock issuable as a result of a market-based conversion formula.
Prospectus Summary, page 1
2.We note your disclosure regarding management experience.  Ensure that the experience
you elect to highlight in your prospectus summary is balanced, including any experience
with similarly situated companies that did not complete a business combination, resulted

 FirstName LastNameStephen A. Vogel
 Comapany NameTuscan Holdings Corp.
 February 8, 2019 Page 2
 FirstName LastNameStephen A. Vogel
Tuscan Holdings Corp.
February 8, 2019
Page 2
in losses for investors, or completed an initial business combination after changing
provisions in instruments defining investor rights or protections disclosed during the IPO.
Effecting a Business Combination, page 2
3.Please revise each of your references to the 80% requirement to make clear, if true, that
the requirement will not apply if your securities are not subject to the NASDAQ rules,
whether because you do not meet the listing or maintenance criteria or because you
voluntarily choose to delist from the NASDAQ.
JOBS Act, page 4
4.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
The Offering, page 6
5.Please expand the appropriate section to explain what you mean by the term "equity-
linked securities" mentioned on page 7.
If third parties bring claims against us..., page 19
6.Please directly identify your product or service providers who you know have not or will
not provide a waiver.  For example, will the underwriters, your auditor, and your escrow
agent provide a waiver?
If we do not file and maintain a current and effective prospectus..., page 21
7.If the holders of the securities issued in your unregistered transaction can exercise
warrants while holders of warrants issued in this registered offering cannot, please
disclose the risk to investors in this offering of being required to hold the warrants while
insiders can exercise and sell the underlying common stock.
Management, page 62
8.Please ensure that the information in this section is balanced, with equally prominent
explanation of transactions or entities that generated losses for investors.
Principal Stockholders, page 69
9.Please tell us whether you may be a controlled company under applicable exchange listing
standards, and, if so, whether you will use related exemptions to governance rules under
those standards.

 FirstName LastNameStephen A. Vogel
 Comapany NameTuscan Holdings Corp.
 February 8, 2019 Page 3
 FirstName LastName
Stephen A. Vogel
Tuscan Holdings Corp.
February 8, 2019
Page 3
10.Please confirm to us, if true, that Mr. Vogel is the only managing member of your
sponsor.  Alternatively, revise footnote (3) to name all managing members of your
sponsor.
Underwriting Discount, page 87
11.We note your disclosure in the first paragraph of this section about changing the offering
price and other selling terms.  If true, please revise to clarify that you are referring to
changes after completion of this offering.
            You may contact David Burton at 202-551-3626 or Kevin Kuhar, Accounting Branch
Chief, at 202-551-3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Heather Percival at 202-551-3498 or Amanda Ravitz,
Assistant Director, at 202-551-3528 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Jeffrey M. Gallant