Microvast Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Item 1.01 | Entry into a Material Definitive Agreement |
On October 3, 2025, Microvast Holdings, Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Agreement”) with Cantor Fitzgerald & Co. and Needham & Company, LLC as sales agents or principal (each, an “Agent” and collectively, the “Agents”). Pursuant to the terms of the Agreement, the Company may sell from time to time through or to any Agent the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $125,000,000 (the “Offering”).
Any Common Stock offered and sold in the Offering will be issued pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-284496) filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 24, 2025 that was then amended on April 28, 2025 and declared effective by the SEC on May 1, 2025 (the “Registration Statement”) and any applicable prospectus supplements related to the Offering that form a part of the Registration Statement. Sales of Common Stock, if any, under the Agreement may be made in any transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).
The Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agents, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. Under the terms of the Agreement, the Company will pay the Agents a commission of up to 3.0% of the aggregate gross proceeds from the Offering.
The Company plans to use the net proceeds from the Offering, after deducting the Agents’ commissions and the Company’s offering expenses, for general corporate purposes, which may include, among other things, paying or refinancing all or a portion of the Company’s indebtedness at the time, and funding acquisitions, capital expenditures and working capital.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 1.1 and is incorporated by reference herein. A legal opinion relating to the issuance and sale of Common Stock pursuant to the Agreement is filed herewith as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description |
| 1.1 | Controlled Equity OfferingSM Sales Agreement, dated October 3, 2025, by and among the Company, Cantor Fitzgerald & Co. and Needham & Company, LLC. |
| 5.1 | Opinion of Allen Overy Shearman Sterling US LLP. |
| 23.1 | Consent of Allen Overy Shearman Sterling US LLP (included in its opinion filed as Exhibit 5.1). |
| 104 | Cover Page Interactive Data File, formatted Inline XBRL and included as Exhibit 101. |
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 thereunto duly authorized.
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MICROVAST HOLDINGS, INC.
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| Date: October 3, 2025 | By: | /s/ Isida Tushe |
| Name: | Isida Tushe | |
| Title: | President, General Counsel and Corporate Secretary | |