SEC Form SC 13D filed by Tuscan Holdings Corp.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Microvast Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

59516C106

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 23, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g) check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

This statement on Schedule 13D (the “Schedule 13D”) relates to common stock, par value $0.0001 per share (the “Common Stock”), of Microvast Holdings, Inc., a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 12603 Southwest Freeway, Suite 210, Stafford, Texas 77477. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

(a)       This Schedule 13D is being jointly filed by Ashmore Group plc (“Ashmore Group”), Ashmore Investment Management Limited (“AIML”), Ashmore Investment Advisors Limited (“AIAL”), Ashmore Emerging Markets Debt Fund (“AEMDF”), Ashmore Emerging Markets Debt and Currency Fund (“AEMDCF”), Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment Portfolio (“EMLIP”), Ashmore Cayman SPC Limited (“ACSPC”), Ashmore Global Special Situations Fund 4 (GP) Limited (“GSSF4GP”), Ashmore Global Special Situations Fund 4 Limited Partnership (“GSSF4”), Ashmore Global Special Situations Fund 5 (GP) Limited (“GSSF5GP”) and Ashmore Global Special Situations Fund 5 Limited Partnership (“GSSF5”) (collectively, the “Reporting Persons” and each, a “Reporting Person”). Certain intermediate subsidiaries may be interposed between Ashmore Group and the other Reporting Persons. The Reporting Persons have entered into a Joint Filing Agreement, dated August 2, 2021 (the “Joint Filing Agreement”), a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file this Schedule 13D and any amendments thereto jointly in accordance with the provisions on Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

The name, business address, present principal occupation or employment and certain other information relating to each of the directors, executive officers and partners (as applicable) of each of the Reporting Persons is set forth in Schedule A hereto, and is incorporated herein by reference.

(b)—(c), (f)

Ashmore Group is organized as a company in England and Wales and has its principal office address at 61 Aldwych, London WC2B 4AE, United Kingdom. Other than its directors, executive officers and shareholders, there are no persons controlling or ultimately in control of Ashmore Group. Ashmore Group is a holding company and some of its subsidiaries provide management, investment management and advisory services to open and closed-ended investment funds, segregated accounts and other investment vehicles.

AIML is organized as a company in England and Wales and has its principal office address at 61 Aldwych, London WC2B 4AE, United Kingdom. AIML is a wholly-owned indirect subsidiary of Ashmore Group. AIML is authorized and regulated by the UK Financial Conduct Authority. AIML is a professional investment manager and provides investment management services with respect to GSSF4 and GSSF5.

AIAL is organized as a company in England and Wales and has its principal office address at 61 Aldwych, London WC2B 4AE, United Kingdom. AIAL is a wholly-owned indirect subsidiary of Ashmore Group. AIAL is authorized and regulated by the UK Financial Conduct Authority. AIAL is a professional investment manager and provides investment management services with respect to AEMDF, AEMDCF and EMLIP.

AEMDF is a Cayman Islands limited liability company set up for investments in emerging market countries and has its registered office at International Management Services Ltd, The Harbour Centre 42 North Church Street, Box No. 61 Grand Cayman KY1, 1102, Cayman Islands.

AEMDCF is a Guernsey incorporated company, authorized by the Guernsey Financial Services Commission (“GFSC”) as a Class B Collective Investment Scheme and has its registered office at Northern Trust (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL.

EMLIP is a protected cell (segregated class of shares) of Asset Holder PCC Limited (a protected cell company) registered in Guernsey, Channel Islands, and has its registered office at Northern Trust (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL. EMLIP has been authorized by the GFSC as a Class B Collective Investment Scheme.

ACSPC is a Cayman Islands special purpose vehicle and has its registered office at International Management Services Ltd, The Harbour Centre 42 North Church Street, Box No. 61 Grand Cayman KY1, 1102, Cayman Islands.

GSSF4GP is the general partner of GSSF4 and has its registered office at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL.

GSSF4 is part of a series of dedicated global special situations funds set up for investments in special situations in emerging market countries and to extract value from specific corporate restructurings. GSSF4 is a Guernsey domiciled limited partnership in Guernsey, Channel Islands, and has its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL.

GSSF5GP is the general partner of GSSF5 and has its registered office at Trafalgar Court, Les Banques, St. Peter Port, Guernsey, Channel Islands GY1 3QL.

GSSF5 is part of a series of dedicated global special situations funds set up for investments in special situations in emerging market countries and to extract value from specific corporate restructurings. GSSF5 is a Guernsey domiciled limited partnership in Guernsey, Channel Islands, and has its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL.

(d)       During the last five years, none of the Reporting Persons nor any executive officer, director or partner, as applicable, of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       During the last five years, none of the Reporting Persons nor any executive officer, director or partner, as applicable, of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject, to federal or state securities laws or finding any violation with respect to such laws.

The securities reported in this Schedule 13D were received by the Reporting Persons in exchange for securities of Microvast, Inc., a Delaware corporation (“Microvast”) in connection with the consummation of the Business Combination (as defined in Item 4).

Business Combination Agreement

All of the shares of Common Stock reported herein as beneficially owned by the Reporting Persons were acquired pursuant to an Agreement and Plan of Merger, dated February 1, 2021, by and among Tuscan Holdings Corp., a Delaware corporation, Microvast and TSCN Merger Sub Inc., a Delaware corporation (the “Business Combination”). The Business Combination closed on July 23, 2021 (the “Closing Date”). On the Closing Date, among other transactions, each outstanding share of Microvast Common Stock was exchanged for a certain number of shares of Common Stock of the Company. In connection with such exchange, the Reporting Persons received an aggregate of 23,503,434 shares of Common Stock.

(a)       The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. The aggregate percentage of Common Stock beneficially owned by the Reporting Persons is calculated based upon 300,516,246 shares of Common Stock outstanding as of the Closing Date.

(b)       GSSF4 and GSSF5 have appointed AIML as their investment manager with discretionary authority in relation to their investments. ACSPC is owned by AEMDF, AEMDCF and EMLIP (together, the “Ashmore Funds”). The Ashmore Funds have appointed AIAL as their investment manager with discretionary authority in relation to their investments. AIML and AIAL are ultimately 100% owned by Ashmore Group.

(c)       Other than the transactions described in Items 3 and 4 above, the Reporting Persons, and to the best of the Reporting Persons’ knowledge, any person identified on Schedule A hereto, have not effected any transactions in shares of Common Stock in the past 60 days.

(d)       No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock beneficially owned by the Reporting Persons.

(e)       Not applicable.

Other than the agreements described in Items 3, 4 and 5 of this Schedule 13D, as of the date hereof, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Company.

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct.

Dated: August 2, 2021

SCHEDULE A

EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE GROUP PLC

EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE INVESTMENT MANAGEMENT LIMITED

EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE INVESTMENT ADVISORS LIMITED

EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE CAYMAN SPC LIMITED

EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE EMERGING MARKETS DEBT FUND

EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE EMERGING MARKETS DEBT AND CURRENCY FUND LIMITED

EXECUTIVE OFFICERS AND DIRECTORS OF ASSET HOLDER PCC LIMITED IN RESPECT OF ASHMORE EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO

Note: EMLIP is a cell of a unit trust and therefore has no directors or executive officers. The details set forth below are in respect of Asset Holder PCC Limited.

DIRECTORS OF GENERAL PARTNER OF ASHMORE GLOBAL SPECIAL SITUATIONS FUND 4

LIMITED PARTNERSHIP

Note: GSSF4 is a limited partnership and so does not have a board of directors. The details set forth below are in respect of its general partner, Ashmore Global Special Situations Fund 4 (GP) Limited.

DIRECTORS OF GENERAL PARTNER OF ASHMORE GLOBAL SPECIAL SITUATIONS FUND 5

LIMITED PARTNERSHIP

Note: GSSF5 is a limited partnership and so does not have a board of directors. The details set forth below are in respect of its general partner, Ashmore Global Special Situations Fund 5 (GP) Limited.

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