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June 1, 2021, 6:03 a.m. EDT

10-K/A: TUSCAN HOLDINGS CORP.

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(EDGAR Online via COMTEX) -- ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in "Item 15. Exhibits and Financial Statement Schedules" of this Amendment. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Amendment and the Original 10-K.

This Management's Discussion and Analysis of Financial Condition and Results of Operations has been amended and restated to give effect to the restatement and revision of our financial statements as more fully described in the Explanatory Note and in "Note 2-Restatement of Previously Issued Financial Statements" to our accompanying financial statements. For further detail regarding the restatement adjustments, see Explanatory Note and Item 9A: Controls and Procedures, both contained herein.

Overview

We are a blank check company incorporated on November 5, 2018 as a Delaware corporation and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We intend to effectuate our initial business combination using cash from the proceeds of the IPO and the sale of the private units, our capital stock, debt or a combination of cash, stock and debt.

Our entire activity since inception relates to our formation, to prepare for our IPO, which was consummated on March 7, 2019, searching for a business combination candidate, and activities in connection with the proposed acquisition of Microvast.

Recent Developments

Microvast Business Combination

On February 1, 2021, Tuscan entered into an Agreement and Plan of Merger (as amended, the "Merger Agreement"), among Tuscan, TSCN Merger Sub Inc., a newly formed Delaware corporation and wholly owned subsidiary of Tuscan ("Merger Sub"), and Microvast, Inc., a Delaware corporation ("Microvast"). Pursuant to the Merger Agreement, Merger Sub will merge with and into Microvast and Microvast will survive the merger and become a wholly owned subsidiary of Tuscan. Under the Merger Agreement, all of the equity interests of Microvast will be converted into an aggregate of 210,000,000 shares of common stock. The Microvast shareholders and the investors in Microvast's majority-owned subsidiary, MPS, will also have the ability to earn an additional 20,000,000 shares of common stock if the daily volume weighted average price of the common stock is greater than or equal to $18.00 for any 20 trading days within a 30 trading day period (or a change of control occurs that results in the holders of common stock receiving a per share price equal to or in excess of $18.00), during the period commencing on the closing date and ending on the third anniversary of the closing date. Concurrently with the execution of the Merger Agreement, Tuscan and Microvast will jointly acquire 100% ownership of MPS and will discharge certain convertible loans of MPS.

The Merger will be accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). Under this method of accounting, Tuscan will be treated as the "acquired" company for accounting purposes and the Business Combination will be treated as the equivalent of Microvast issuing stock for the net assets of Tuscan, accompanied by a recapitalization. The net assets of Tuscan will be stated at historical cost, with no goodwill or other intangible assets recorded.

Additionally, the Merger Agreement provides that Tuscan will issue an aggregate of 6,736,111 shares of common stock in connection with the Bridge Note Conversion.

Further, on February 1, 2021, Tuscan, the Sponsor, Microvast and certain stockholders of Tuscan entered into the Sponsor Support Agreement, pursuant to which the Sponsor Group agreed, among other things, to vote all equity interests of Tuscan held by such member of the Sponsor Group in favor of the approval and adoption of the proposed business combination with Microvast. Additionally, such members of the Sponsor Group have agreed not to (a) transfer any of their equity interests in the Company (or enter into any arrangement with respect thereto) other than as set forth therein or (b) exercise any conversion rights of any equity interests held by such member of the Sponsor Group in connection with the approval of the proposed business combination.

The Sponsor also agreed that, to the extent that certain expenses of Tuscan are in excess of $46,000,000 (unless such expenses shall have been approved by Microvast), the Sponsor will either (i) pay any such excess amount in cash or

Contemporaneously with the execution of the Merger Agreement, certain investors entered into Subscription Agreements pursuant to which such investors subscribed for an aggregate value of $482,500,000, representing 48,250,000 shares of Tuscan common stock at a purchase price of $10.00 per share in a private placement to be consummated immediately prior to the consummation of the Transactions. Affiliates of InterPrivate, an advisor to the Sponsor, subscribed to purchase 6.5 million shares in the PIPE Financing for an aggregate purchase price of $65 million.

Immediately following the Closing, the former equityholders of Microvast will hold approximately 69.9% of the issued and outstanding shares of common stock and the current stockholders of Tuscan will hold approximately 9.2% of the issued and outstanding shares of common stock, which pro forma ownership

Extension Amendment

On December 3, 2020, Tuscan received stockholder approval to extend the date by which it must complete an initial business combination from December 7, 2020 to April 30, 2021. In connection with such extension, holders of 3,198 Public Shares exercised their right to convert their shares into cash at a conversion price of approximately $10.22 per share, for an aggregate conversion amount of approximately $32,684.

On March 12, 2021, Tuscan filed a preliminary proxy statement seeking approval from its stockholders to amend Tuscan's charter to further extend the date by which Tuscan is required to complete its initial business combination from April 30, 2021 to July 31, 2021 and to hold an annual meeting for the election of directors in accordance with Nasdaq listing rules. On April 28, 2021, Tuscan convened its annual meeting of stockholders (the "Annual Meeting") virtually. At the Annual Meeting, Tuscan's shareholders approved a proposal to elect Amy Butte as a Class I director, and approved a proposal to adjourn the Annual Meeting to a later date if there had been insufficient votes at the time of the Annual Meeting to approve the proposal to extend the date by which Tuscan must complete its initial business combination from April 30, 2021 to July 31, 2021 (the "Extension Amendment Proposal"). The Annual Meeting was adjourned to May 10, 2021 solely with respect to the voting on the Extension Amendment Proposal.

At the time the Annual Meeting was convened on April 28, 2021, a quorum representing at least a majority of shares outstanding on the record date of March 17, 2021 was present in person or by proxy. However, Tuscan had not received the approval of holders of 65% of its shares outstanding on the record date then necessary to approve the Extension Amendment Proposal, as provided in Article Sixth of Tuscan's certificate of incorporation ("Article Sixth"). According to Article Sixth, as of May 1, 2021, the vote required for approval of the Extension Amendment Proposal will be reduced from 65% of the shares outstanding to a majority of the shares outstanding on the record date, based on the following provisions. Article Sixth provides that at any time during the "Target Business Acquisition Period," any amendment to Article Sixth requires the affirmative vote of the holders of at least 65% of the then outstanding shares of common stock. The "Target Business Acquisition Period" ends on the "Termination Date," which is defined in Article Sixth as April 30, 2021. Therefore, the 65% vote threshold in Article Sixth will no longer apply as of May 1, 2021, and the Extension Amendment Proposal may be approved by a majority of the shares outstanding on the record date. On May 10, 2021, Tuscan reconvened the Annual Meeting, at which the Extension Amendment Proposal was approved by Tuscan's stockholders. Following the Annual Meeting, Tuscan filed an amendment to its certificate of incorporation extending the date by which Tuscan must complete its initial business combination from April 30, 2021 to July 31, 2021.

Loan Commitment

On February 12, 2021, the Sponsor extended a loan to Tuscan in the aggregate principal amount totaling $1.2 million, of which $400,000 was drawn upon on such date. This loan was in addition to the previous $200,000 drawn upon the $300,000 convertible note that was committed by the Sponsor on April 21, 2020. As a result of the February 12, 2021 commitment, the Sponsor had committed to the Company a total of $1.5 million, of which a total of $600,000 has been drawn upon, with $400,000 of the drawn amount pursuant to the February 12, 2021 note. The Sponsor intends to convert the $1.5 million total loan balance into 150,000 Units immediately prior to the closing of the proposed business combination with Microvast. Such Units will have terms identical to the terms of the Company's Private Units and will consist of (i) 150,000 shares of common stock and (ii) warrants to purchase 150,000 shares of common stock at an exercise price of $11.50 per share, subject to adjustment.

Nasdaq Notification

On January 6, 2021, we received a notice from the Listing Qualifications Department of The Nasdaq Stock Market stating that we failed to hold an Annual Meeting of stockholders within 12 months after our fiscal year ended December 31, 2019, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), we submitted a plan to regain compliance on February 4, 2021. Nasdaq accepted our plan and granted us an extension through June 29, 2021 to hold an annual meeting. Nasdaq's decision is subject to certain conditions, including that we provide periodic updates with respect to our proposed business combination with Microvast. On April 28, 2021, we held an annual meeting of stockholders, in compliance with our plan.

Results of Operations

Our only activities from November 5, 2018 (inception) through December 31, 2020 were organizational activities, those necessary to consummate the IPO, described below, and, after the IPO, searching for a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

As a result of the restatement described in Note 2 of the notes to the financial statements included herein, we classify the Private Warrants as liabilities at their fair value and adjust the warrant instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations.

For the year ended December 31, 2020, we had net loss of $2,423,649, which consisted of operating costs of $921,665, a change in fair value of warrant liability of $3,799,110, and a provision for income taxes of $366,764, offset byinterest income on marketable securities held in the Trust Account of $2,654,140 and an unrealized gain on marketable securities held in the Trust Account of $9,750.

For the year ended December 31, 2020, income earned on the investment held in the trust account decreased $2,258,206, or 46.0% to $2,654,140 from $4,912,346 for the year ended December 31, 2019. As a result of the Covid-19 pandemic, the average annual yield on the investment held in the trust account dropped to 0.10% in the second quarter of 2020 down from an average of 1.73% for 2019 and the first quarter of 2020.

For the year ended December 31, 2019, we had net income of $3,394,659, which consisted of interest income on marketable securities held in the trust account of $4,912,346 and an unrealized gain on marketable securities held in the trust account of $128,899, partially offset by a change in fair value of warrant liability of $27,480, operating costs of $778,815 and a provision for income taxes of $895,251.

For the three months ended September 30,2020, we had a net loss of $48,045, which consisted of operating costs of $174,340 and an unrealized loss on marketable securities held in the Trust Account of $532,988, offset by interest income on marketable securities held in the Trust Account of $579,117, a change in fair value of warrant liability of $53,242 and an income tax benefit of $26,924.

For the nine months ended September 30,2020, we had net income of $1,558,248, which consisted of interest income on marketable securities held in the Trust Account of $2,589,682 and a change in fair value of warrant liability of $56,667, offset by operating costs of $654,803, an unrealized loss on marketable securities held in the Trust Account of $33,021, and a provision for income taxes of $400,287.

For the three months ended September 30, 2019, we had net income of $910,334, which consisted of interest income on marketable securities held in the Trust Account of $1,577,268 and a change in fair value of warrant liability of $13,740, offset by operating costs of $262,271, an unrealized loss on marketable securities held in the Trust Account of $187,306 and a provision for income taxes of $231,097.

For the nine months ended September 30, 2019, we had net income of $2,355,418, which consisted of interest income on marketable securities held in the Trust Account of $3,657,526 and a change in fair value of warrant liability of $89,310, offset by operating costs of $527,663, an unrealized loss on marketable securities held in the Trust Account of $35,094 and a provision for income taxes of $650,041.

For the three months ended June 30,2020, we had a net loss of $297,162, which consisted of operating costs of $251,714, a change in fair value of warrant liability of $133,965 and an unrealized loss on marketable securities held in the Trust Account of $938,273, offset by interest income on marketable securities held in the Trust Account of $983,408 and an income tax benefit of $43,382.

For the six months ended June 30,2020, we had net income of $1,606,293, which consisted of interest income on marketable securities held in the Trust Account of $2,010,565, a change in fair value of warrant liability of $3,435 and an unrealized gain on marketable securities held in the Trust Account of $499,967, offset by operating costs of $480,463 and a provision for income taxes of $427,211.

For the three months ended June 30, 2019, we had net income of $1,209,849, which consisted of interest income on marketable securities held in the Trust Account of $1,670,719 and an unrealized gain on marketable securities held in the Trust Account of $133,070, offset by operating costs of $195,350, a change in fair value of warrant liability of $54,960 and a provision for income taxes of $343,630.

For the six months ended June 30, 2019, we had net income of $1,445,084, which consisted of interest income on marketable securities held in the Trust Account of $2,080,258, a change in fair value of warrant liability of $103,050 and an unrealized gain on marketable securities held in the Trust Account of $152,212, offset by operating costs of $265,392 and a provision for income taxes of $418,944.

For the three months ended March 31,2020, we had net income of $1,903,455, which consisted of interest income on marketable securities held in the Trust Account of $1,027,157, a change in fair value of warrant liability of $137,400 and an unrealized gain on marketable securities held in the Trust Account of $1,438,240, offset by operating costs of $228,749 and provision for income taxes of $470,593.

For the three months ended March 31, 2019, we had net income of $235,235, which consisted of interest income on marketable securities held in the Trust Account of $409,539, a change in fair value of warrant liability of $48,090 and an unrealized gain on marketable securities held in the Trust Account of $19,142, offset by operating costs of $70,042 and provision for income taxes of $75,314.

Liquidity and Capital Resources

On March 7, 2019, we consummated our IPO of 24,000,000 units, at a price of $10.00 per unit, generating gross proceeds of $240,000,000. Simultaneously with the closing of the IPO, we consummated the sale of 615,000 private units to our Sponsor and EarlyBirdCapital and its designee, generating gross proceeds of $6,150,000. On March 12, 2019, in connection with the underwriters' exercise of their over-allotment option in full, we consummated the sale of an additional 3,600,000 units at a price of $10.00 per unit, generating total gross proceeds of $36,000,000. In addition, we also consummated the sale of an additional 72,000 private units to our Sponsor and EarlyBirdCapital and its designee at $10.00 per private unit, generating total gross proceeds of $720,000. Following the IPO, the exercise of the over-allotment option and the sale of the private units, a total of $276,000,000 was placed in the trust account. We incurred $6,059,098 in IPO related costs, including $5,520,000 of underwriting fees, and $539,098 of other costs.

As of December 31, 2020, we had marketable securities held in the Trust Account of $282,254,978 (including approximately $6,255,000 of interest income and unrealized gains less interest withdrawn) consisting of U.S. treasury bills with a maturity of 180 days or less. As of September 30, 2020, we had marketable securities held in the Trust Account of $282,180,433. As of June 30, 2020, we had marketable securities held in the Trust Account of $282,267,303. As of March 31, 2020, we had marketable securities held in the Trust Account of $282,403,044. As of December 31, 2019, we had marketable securities held in the trust account of $280,103,245. As of September 30, 2019, we had marketable securities held in the trust account of $278,902,432. As of June 30, 2019, we had marketable securities held in the trust account of $277,762,470. As of March 31, 2019, we had marketable securities held in the trust account of $276,428,681. Interest income on the balance in the Trust Account may be used by us to pay taxes. Through December 31, 2020, we withdrew approximately $1,417,000 of interest earned on the Trust Account to pay our franchise and income tax obligations, of which approximately $479,000 was withdrawn during the year ended December 31, 2020.

For the year ended December 31, 2020, cash used in operating activities was $705,994. Net loss of $2,423,649 was affected by a non-cash charge for the fair value of warrant liabilities of $3,799,110, interest earned on marketable securities held in the Trust Account of $2,654,140, an unrealized gain on marketable securities held in our Trust Account of $9,750 and a deferred income tax benefit of $5,601. Changes in operating assets and liabilities provided $588,036 of cash from operating activities.

For the nine months ended September 30, 2020, cash used in operating activities was $563,890. Net income of $1,558,248 was affected by interest earned on marketable securities held in the Trust Account of $2,589,682, a noncash charge for the fair value of warrant liabilities of $56,667, an unrealized loss on marketable securities held in our Trust Account of $33,021 and a deferred income tax benefit of $34,003. Changes in operating assets and liabilities provided $525,203 of cash from operating activities.

For the six months ended June 30, 2020, cash used in operating activities was $545,136. Net income of $1,606,293 was affected by interest earned on marketable securities held in the Trust Account of $2,010,565, a noncash charge for the fair value of warrant liabilities of $3,435, an unrealized gain on marketable securities held in our Trust Account of $499,967 and a deferred income tax provision of $77,924. Changes in operating assets and liabilities provided $284,614 of cash from operating activities.

For the three months ended March 31, 2020, cash used in operating activities was $109,922. Net income of $1,903,455 was affected by interest earned on marketable securities held in the Trust Account of $1,027,157, a noncash charge for the fair value of warrant liabilities of $137,400, an unrealized gain on marketable securities held in our Trust Account of $1,438,240 and a deferred income tax provision of $274,962. Changes in operating assets and liabilities provided $314,458 of cash from operating activities.

For the year ended December 31, 2019, cash used in operating activities was $1,634,432. Net income of $3,394,659 was affected by interest earned on marketable securities held in the trust account of $4,912,346, a non-cash charge for the fair value of warrant liabilities of $27,480, an unrealized gain on marketable securities held in our trust account of $128,899 and a deferred income tax provision of $27,069. Changes in operating assets and liabilities provided $12,565 of cash from operating activities.

For the nine months ended September 30, 2019, cash used in operating activities was $1,115,949. Net income $2,355,418 was affected by interest earned on marketable securities held in the trust account of $3,657,526, a noncash charge for the fair value of warrant liabilities of $89,310, an unrealized loss on marketable securities held in our trust account of $35,094 and a deferred income tax provision of $7,370. Changes in operating assets and liabilities provided $69,125 of cash from operating activities.

For the six months ended June 30, 2019, cash used in operating activities was $279,358. Net income $1,445,084 was affected by interest earned on marketable securities held in the trust account of $2,080,258, a noncash charge for the fair value of warrant liabilities of $103,050, an unrealized gain on marketable securities held in our trust account of $152,212 and a deferred income tax provision of $31,965. Changes in operating assets and liabilities provided $373,013 of cash from operating activities.

For the three months ended March 31, 2019, cash used in operating activities was $27,594. Net income $235,235 was affected by interest earned on marketable securities held in the Trust Account of $409,539, a non-cash charge for the fair value of warrant liabilities of $48,090, an unrealized gain on marketable securities held in our Trust Account of $19,142 and deferred income taxes of $4,020. Changes in operating assets and liabilities provided $113,742 of cash from operating activities.

We intend to use substantially all of the funds held in the trust account, to acquire a target business and to pay our expenses relating thereto, including fees payable to EarlyBirdCapital and Morgan Stanley, upon consummation of our initial business combination for assisting us in connection with our initial business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the remaining funds held in the trust account will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business' operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders' fees which we had incurred prior to the completion of our business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.

As of December 31, 2020, we had cash of $135,961. As of September 30, 2020, we had cash of $255,886. As of June 30, 2020, we had cash of $144,474. As of March 31, 2020, we had cash of $195,979. As of December 31, 2019, we had cash of $140,303. As of September 30, 2019, we had cash of $440,786. As of June 30, 2019, we had cash of $1,027,377. As of March 31, 2019, we had cash of $809,141 We intend to use the funds held outside the trust account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.

On April 20, 2020, the Sponsor committed to provide us an aggregate of $500,000 in loans. The loans shall be non-interest bearing, unsecured and due upon the consummation of a business combination. In the event that a business combination does not close, the loans would be repaid only out of funds held outside the Trust Account to the extent such funds are available. Otherwise, all amounts loaned to us would be forgiven.

On April 21, 2020, we issued an unsecured promissory note to the Sponsor in the aggregate amount of $300,000 (the "Sponsor Note"), of which $200,000 was drawn upon on such date. The Sponsor Note is non-interest bearing and payable upon the consummation of a business combination. The Sponsor Note is convertible, at the lender's option, into units of the post-business combination entity at a price of $10.00 per unit. The units would be identical to the Private Units. If a business combination is not consummated, the Sponsor Notes will not be repaid by us and all amounts owed thereunder by us will be forgiven except to the extent that we have funds available to us outside of our Trust Account. As of December 31, 2020, there was $200,000 outstanding under the Sponsor Note.

In order to fund working capital deficiencies or finance transaction costs in connection with a business combination, the Sponsor or our officers and directors or their affiliates may, but are not obligated to, loan us funds on a non-interest basis as may be required, except as described above. If we complete our initial business combination, we will repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of notes may be convertible into private units, at a price of $10.00 per unit. The units would be identical to the private units.

As described above, our Sponsor committed to loan us a total of $1.5 million (inclusive of amounts currently outstanding) in aggregate principal amount prior to the consummation of the proposed business combination with Microvast. We will need to raise additional capital through loans or additional investments from . . .

Jun 01, 2021

COMTEX_387654565/2041/2021-06-01T06:02:44

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