Tuscan Holdings Corp. filed SEC Form 8-K: Changes in Registrant’s Certifying Accountant, Financial Statements and Exhibits
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CURRENT REPORT
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October 22, 2021 (
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Item 4.01 Changes in Registrant’s Certifying Accountant.
(a) Dismissal of Independent Registered Public Accountant
On October 18, 2021, the Audit Committee (the “Committee”) of the Board of Directors of Microvast Holdings, Inc. (the “Company”) approved the dismissal of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm, effective as of October 18, 2021. Marcum served as the independent registered public accounting firm of Tuscan Holdings Corp., (“Tuscan”), the Company’s predecessor prior to the business combination with Microvast, Inc., a wholly-owned subsidiary of the Company, on July 23, 2021.
Marcum’s report on Tuscan’s financial statements as of and for the fiscal years ended December 31, 2020 and December 31, 2019 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainties, audit scope, or accounting principles, except for an explanatory paragraph in the December 31, 2020 report regarding substantial doubt about Tuscan’s ability to continue as a going concern.
During the two most recent fiscal years ended December 31, 2020 and December 31, 2019 and the subsequent interim period through October 18, 2021, (i) there were no “disagreements” (as such term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum to make reference thereto in its reports on Tuscan’s financial statements for such periods, and (ii) there have been no “reportable events” (as such term is defined in Item 304(a)(1)(v) of Regulation S-K), other than the material weakness in internal controls over financial reporting identified by management solely as a result of accounting for private warrants issued in connection with Tuscan’s initial public offering as components of equity instead of derivative liabilities, which resulted in the restatement of Tuscan’s financial statements as set forth Amendment No. 1 to Tuscan’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on
The Company provided Marcum with a copy of the disclosures made pursuant to Item 4.01 of this Current Report on Form 8-K and requested that Marcum furnish it with a letter addressed to the Securities and Exchange Commission, as required by Item 304(a)(3) of Regulation S-K, stating whether Marcum agrees with such disclosures. A copy of Marcum’s letter, dated October 22, 2021, is filed herewith as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Newly Appointed Independent Registered Public Accountant
On October 18, 2021, the Committee approved the engagement of Deloitte Touche Tohmatsu Certified Public Accountants LLP (“Deloitte”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. Deloitte has served as the independent registered public accounting firm of Microvast, Inc. since 2011.
During the two most recent fiscal years ended December 31, 2019 and December 31, 2020 and the subsequent interim period through October 18, 2021, neither the Company nor anyone acting on the Company’s behalf consulted with Deloitte regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by Deloitte that Deloitte concluded was an important factor considered by the Company in reaching a decision as to such accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement” (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 16.1 | Letter from Marcum LLP dated October 22, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 22, 2021 | MICROVAST HOLDINGS, INC. | |
| By: | /s/ Yanzhuan Zheng | |
| Name: | Yanzhuan Zheng | |
| Title: | Chief Financial Officer | |
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