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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 5, 2026
_______________________
Microvast Holdings, Inc.
(Exact name of Registrant as Specified in
Its Charter)
_______________________
Delaware
(State or Other Jurisdiction
of Incorporation) |
001-38826
(Commission File number) |
83-2530757
(IRS Employer
Identification No.) |
|
12603 Southwest Freeway, Suite 300
Stafford, Texas 77477
(Address of Principal Executive Offices, including Zip Code)
|
(281) 491-9505
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of exchange on which registered |
| Common stock, par value $0.0001 per share |
|
MVST |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, exercisable for shares of common stock at an exercise price of $11.50 per share |
|
MVSTW |
|
The Nasdaq Stock Market LLC |
Item 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of New Chief Accounting Officer
On January 5, 2025, the Company entered into
an offer of employment with Eric N. Garcia, pursuant to which Mr. Garcia will serve as the Company’s Chief Accounting Officer (the
“CAO Offer Letter”). Mr. Garcia is expected to commence employment with the Company on or about January 9, 2025.
Mr. Garcia, age 48, previously served as
Chief Accounting Officer at NextDecade Corporation from 2017 to 2025. In addition, he has held various additional roles within
NextDecade Corporation during his time as Chief Accounting Officer, including Vice President from 2017 to 2022 and Senior Vice
President from 2022 to 2025, as well as positions as Director and Chief Representation Officer within
NextDecade Corporation subsidiaries and representative offices. Prior to his employment at NextDecade Corporation, Mr. Garcia served
as a Managing Director in Audit at KPMG from 2015 to 2017 and served various roles of increasing responsibility at KPMG from
2002 to 2015. Mr. Garcia holds a Bachelor of Science in Accounting from the University of New Mexico and is a Certified Public
Accountant in the states of Texas and New Mexico.
Pursuant to the CAO Offer Letter, Mr. Garcia’s
annual base salary will be $350,000, his target annual bonus opportunity will be 50% of his annual base salary, subject to achievement
of individual and Company performance measures, and he will be eligible to participate in the Company’s long-term incentive program
and other employee benefits and paid time off policies. Mr. Garcia will also receive a one-time grant of restricted stock units with a
grant date fair value of $100,000, which will vest in equal installments over three years, subject to his continued employment through
each vesting date.
There are no arrangements or understandings
between Mr. Garcia and any other person pursuant to which Mr. Garcia was appointed as Chief Accounting Officer of the Company. There are
no family relationships between Mr. Garcia and any director or executive officer of the Company, and he has no interest in any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The above description of the CAO Offer Letter
is a summary and is qualified in its entirety by the full text of the CAO Offer Letter, a copy of which is attached hereto as Exhibit
10.1 and incorporated by reference into this Item 5.02.
Appointment of New Chief Financial Officer
On January 7, 2026, the Company appointed Rodney
Worthen, who currently serves as the Company’s Interim Chief Financial Officer and Vice President of Corporate Strategy, to the
position of the Company’s Chief Financial Officer, effective immediately.
Mr. Worthen, age 35, joined the Company in June
of 2023. Prior to serving as the Company’s Interim Chief Financial Officer and Vice President of Corporate Strategy, he held various
positions of increasing responsibility within the Company, including Director of Investor Relations and FP&A, Vice President of Corporate
Finance, and Head of FP&A and Investor Relations. Prior to joining the Company, Mr. Worthen gained extensive experience in financial
reporting, M&A, corporate development, and strategic leadership, serving as Director of Finance at Killam Holdings Company and various
roles of progressive responsibility in M&A, FP&A, and engineering at both private and publicly listed energy companies. Mr. Worthen
holds a Bachelor of Science in Mechanical Engineering from the University of Central Oklahoma, a Master of Science in Engineering from
the University of Oklahoma and a Master of Science in Finance and Master of Business Administration from Auburn University.
In connection with his appointment, Mr. Worthen’s
annual base salary will be increased to $400,000, his target annual bonus opportunity will be 50% of his annual base salary, subject to
achievement of individual and Company performance measures, and he will be eligible to participate in the Company’s long-term incentive
program and other employee benefits and paid time off policies. Mr. Worthen will also receive: (i) a one-time cash bonus of $30,000 and
(ii) an initial grant of restricted stock units with a grant date fair value of $300,000, which will vest in equal installments over three
years, subject to his continued employment through each vesting date.
There are no arrangements or understandings
between Mr. Worthen and any other person pursuant to which Mr. Worthen was appointed as Chief Financial Officer of the Company. There
are no family relationships between Mr. Worthen and any director or executive officer of the Company, and Mr. Worthen has no interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
| Exhibit No. |
|
Description |
|
10.1
|
|
Offer Letter, dated as of January 5, 2026, by and between Microvast Holdings, Inc. and Eric N. Garcia.
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| |
MICROVAST HOLDINGS, INC.
|
| |
|
| Date: January 9, 2026 |
By: |
/s/ Wu Yang |
| |
|
Name: Wu Yang |
| |
|
Title: Chief Executive Officer |
