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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):
October 3, 2025
_______________________
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 each 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 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.
| |
MICROVAST HOLDINGS, INC.
|
| |
|
| Date: October 3, 2025 |
By: |
/s/ Isida Tushe |
| |
Name: |
Isida Tushe |
| |
Title: |
President, General Counsel and Corporate
Secretary |
