* The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. 59516C106
|
|
Page 2 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Ashmore Group plc
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
23,503,434
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
23,503,434
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,503,434
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
CUSIP No. 59516C106
|
|
Page 3 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Ashmore Investment Management Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
15,678,679
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
15,678,679
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,678,679
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.2%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
CUSIP No. 59516C106
|
|
Page 4 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Ashmore Investment Advisors Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
England and Wales
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
7,824,755
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
7,824,755
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,824,755
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
CUSIP No. 59516C106
|
|
Page 5 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Asset Holder PCC Limited in respect of Ashmore Emerging Markets
Liquid Investment Portfolio
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
7,824,755
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
7,824,755
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,824,755
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
CUSIP No. 59516C106
|
|
Page 6 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Ashmore Emerging Markets Debt Fund
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
7,824,755
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
7,824,755
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,824,755
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
CUSIP No. 59516C106
|
|
Page 7 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Ashmore Emerging Markets Debt and Currency Fund Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
7,824,755
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
7,824,755
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,824,755
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
CUSIP No. 59516C106
|
|
Page 8 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Ashmore Cayman SPC Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
7,824,755
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
7,824,755
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,824,755
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
CUSIP No. 59516C106
|
|
Page 9 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Ashmore Global Special Situations Fund 4 (GP) Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
13,588,103
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
13,588,103
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,588,103
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
CUSIP No. 59516C106
|
|
Page 10 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Ashmore Global Special Situations Fund 4 Limited Partnership
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
13,588,103
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
13,588,103
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,588,103
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
CUSIP No. 59516C106
|
|
Page 11 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Ashmore Global Special Situations Fund 5 (GP) Limited
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
2,090,576
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
2,090,576
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,090,576
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
|
|
|
|
|
CUSIP No. 59516C106
|
|
Page 12 of 28 Pages
|
1
|
NAME OF REPORTING PERSON
Ashmore Global Special Situations Fund 5 Limited Partnership
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Guernsey
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
|
8
|
SHARED VOTING POWER
2,090,576
|
9
|
SOLE DISPOSITIVE POWER
|
10
|
SHARED DISPOSITIVE POWER
2,090,576
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,090,576
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
|
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
|
|
|
|
|
|
|
Item 1.
|
Security and Issuer.
|
This statement on Schedule 13D (the “Schedule
13D”) relates to common stock, par value $0.0001 per share (the “Common Stock”), of Microvast Holdings, Inc.,
a Delaware corporation (the “Company”). The principal executive offices of the Company are located at 12603 Southwest
Freeway, Suite 210, Stafford, Texas 77477. Information given in response to each item shall be deemed incorporated by reference
in all other items, as applicable.
|
Item 2.
|
Identity and Background.
|
(a) This
Schedule 13D is being jointly filed by Ashmore Group plc (“Ashmore Group”), Ashmore Investment Management Limited (“AIML”),
Ashmore Investment Advisors Limited (“AIAL”), Ashmore Emerging Markets Debt Fund (“AEMDF”), Ashmore Emerging
Markets Debt and Currency Fund (“AEMDCF”), Asset Holder PCC Limited in respect of Ashmore Emerging Markets Liquid Investment
Portfolio (“EMLIP”), Ashmore Cayman SPC Limited (“ACSPC”), Ashmore Global Special Situations Fund 4 (GP)
Limited (“GSSF4GP”), Ashmore Global Special Situations Fund 4 Limited Partnership (“GSSF4”), Ashmore Global
Special Situations Fund 5 (GP) Limited (“GSSF5GP”) and Ashmore Global Special Situations Fund 5 Limited Partnership
(“GSSF5”) (collectively, the “Reporting Persons” and each, a “Reporting Person”). Certain intermediate
subsidiaries may be interposed between Ashmore Group and the other Reporting Persons. The Reporting Persons have entered into a
Joint Filing Agreement, dated August 2, 2021 (the “Joint Filing Agreement”), a copy of which is attached hereto as
Exhibit 99.1 and incorporated herein by reference, pursuant to which the Reporting Persons have agreed to file this Schedule
13D and any amendments thereto jointly in accordance with the provisions on Rule 13d-1(k)(1) under the Securities Exchange
Act of 1934, as amended.
The name, business address, present principal
occupation or employment and certain other information relating to each of the directors, executive officers and partners (as applicable)
of each of the Reporting Persons is set forth in Schedule A hereto, and is incorporated herein by reference.
(b)—(c), (f)
Ashmore Group is organized as a company
in England and Wales and has its principal office address at 61 Aldwych, London WC2B 4AE, United Kingdom. Other than its directors,
executive officers and shareholders, there are no persons controlling or ultimately in control of Ashmore Group. Ashmore Group
is a holding company and some of its subsidiaries provide management, investment management and advisory services to open and closed-ended
investment funds, segregated accounts and other investment vehicles.
AIML is organized as a company in England
and Wales and has its principal office address at 61 Aldwych, London WC2B 4AE, United Kingdom. AIML is a wholly-owned indirect
subsidiary of Ashmore Group. AIML is authorized and regulated by the UK Financial Conduct Authority. AIML is a professional investment
manager and provides investment management services with respect to GSSF4 and GSSF5.
AIAL is organized as a company in England
and Wales and has its principal office address at 61 Aldwych, London WC2B 4AE, United Kingdom. AIAL is a wholly-owned indirect
subsidiary of Ashmore Group. AIAL is authorized and regulated by the UK Financial Conduct Authority. AIAL is a professional investment
manager and provides investment management services with respect to AEMDF, AEMDCF and EMLIP.
AEMDF is a Cayman Islands limited liability
company set up for investments in emerging market countries and has its registered office at International Management Services
Ltd, The Harbour Centre 42 North Church Street, Box No. 61 Grand Cayman KY1, 1102, Cayman Islands.
AEMDCF is a Guernsey incorporated company,
authorized by the Guernsey Financial Services Commission (“GFSC”) as a Class B Collective Investment Scheme and has
its registered office at Northern Trust (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL.
EMLIP is a protected cell (segregated
class of shares) of Asset Holder PCC Limited (a protected cell company) registered in Guernsey, Channel Islands, and has its registered
office at Northern Trust (Guernsey) Limited, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL. EMLIP has been authorized
by the GFSC as a Class B Collective Investment Scheme.
ACSPC is a Cayman Islands special purpose
vehicle and has its registered office at International Management Services Ltd, The Harbour Centre 42 North Church Street, Box
No. 61 Grand Cayman KY1, 1102, Cayman Islands.
GSSF4GP is the general partner of GSSF4
and has its registered office at Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3QL.
GSSF4 is part of a series of dedicated
global special situations funds set up for investments in special situations in emerging market countries and to extract value
from specific corporate restructurings. GSSF4 is a Guernsey domiciled limited partnership in Guernsey, Channel Islands, and has
its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL.
GSSF5GP is the general partner of GSSF5
and has its registered office at Trafalgar Court, Les Banques, St. Peter Port, Guernsey, Channel Islands GY1 3QL.
GSSF5 is part of a series of dedicated
global special situations funds set up for investments in special situations in emerging market countries and to extract value
from specific corporate restructurings. GSSF5 is a Guernsey domiciled limited partnership in Guernsey, Channel Islands, and has
its registered office at Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL.
(d) During
the last five years, none of the Reporting Persons nor any executive officer, director or partner, as applicable, of the Reporting
Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During
the last five years, none of the Reporting Persons nor any executive officer, director or partner, as applicable, of the Reporting
Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject, to federal or state securities laws or finding any violation with respect to such laws.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The securities reported in this Schedule
13D were received by the Reporting Persons in exchange for securities of Microvast, Inc., a Delaware corporation (“Microvast”)
in connection with the consummation of the Business Combination (as defined in Item 4).
|
Item 4.
|
Purpose of Transaction.
|
Business Combination Agreement
All of the shares of Common Stock reported
herein as beneficially owned by the Reporting Persons were acquired pursuant to an Agreement and Plan of Merger, dated February
1, 2021, by and among Tuscan Holdings Corp., a Delaware corporation, Microvast and TSCN Merger Sub Inc., a Delaware corporation
(the “Business Combination”). The Business Combination closed on July 23, 2021 (the “Closing Date”). On
the Closing Date, among other transactions, each outstanding share of Microvast Common Stock was exchanged for a certain number
of shares of Common Stock of the Company. In connection with such exchange, the Reporting Persons received an aggregate of 23,503,434
shares of Common Stock.
|
Item 5.
|
Interest in Securities of the Issuer.
|
(a) The
information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13
of the cover pages hereto is incorporated by reference. The aggregate percentage of Common Stock beneficially owned by the Reporting
Persons is calculated based upon 300,516,246 shares of Common Stock outstanding as of the Closing Date.
(b) GSSF4
and GSSF5 have appointed AIML as their investment manager with discretionary authority in relation to their investments. ACSPC
is owned by AEMDF, AEMDCF and EMLIP (together, the “Ashmore Funds”). The Ashmore Funds have appointed AIAL as their
investment manager with discretionary authority in relation to their investments. AIML and AIAL are ultimately 100% owned by Ashmore
Group.
(c) Other
than the transactions described in Items 3 and 4 above, the Reporting Persons, and to the best of the Reporting Persons’
knowledge, any person identified on Schedule A hereto, have not effected any transactions in shares of Common Stock in the past
60 days.
(d) No
other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock beneficially owned by the Reporting Persons.
(e) Not
applicable.
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
Other than the agreements described in
Items 3, 4 and 5 of this Schedule 13D, as of the date hereof, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Persons and any person with respect to any securities of the Company.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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Joint Filing Agreement, dated August 2, 2021, by and among the Reporting Persons.
|
99.2
|
Agreement and Plan of Merger, dated as of February 1, 2021, by and among Tuscan Holdings Corp., TSCN Merger Sub Inc., and Microvast, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K, filed with the SEC on February 5, 2021).
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SIGNATURE
After reasonable inquiry and to the best
of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the
information set forth in this statement is true, complete and correct.
Dated: August 2, 2021
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ASHMORE INVESTMENT MANAGEMENT LIMITED
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By: /s/ Alexandra Autrey
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Name: Alexandra Autrey
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Title: Authorised Signatory
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ASHMORE CAYMAN SPC LIMITED
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By: /s/ Sean Inggs
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Name: Sean Inggs
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Title: Director
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NORTHERN TRUST (GUERNSEY) LIMITED
AS CUSTODIAN AND AGENT FOR AND ON BEHALF OF
ASHMORE GLOBAL SPECIAL SITUATIONS FUND 4
LIMITED PARTNERSHIP
ACTING THROUGH ITS GENERAL PARTNER
ASHMORE GLOBAL SPECIAL SITUATIONS FUND 4 (GP) LIMITED
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By: /s/ Lucy Mahy
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Name: Lucy Mahy
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Title: Authorised Signatory
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By: /s/ Claire Field
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Name: Claire Field
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Title: Authorised Signatory
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NORTHERN TRUST (GUERNSEY) LIMITED
AS CUSTODIAN AND AGENT FOR AND ON BEHALF OF
ASHMORE GLOBAL SPECIAL SITUATIONS FUND 5
LIMITED PARTNERSHIP
ACTING THROUGH ITS GENERAL PARTNER
ASHMORE GLOBAL SPECIAL SITUATIONS FUND 5 (GP) LIMITED
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By: /s/ Lucy Mahy
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Name: Lucy Mahy
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Title: Authorised Signatory
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By: /s/ Claire Field
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Name: Claire Field
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Title: Authorised Signatory
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ASHMORE GROUP PLC
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By: /s/ Alexandra Autrey
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Name: Alexandra Autrey
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Title: Authorised Signatory
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ASHMORE INVESTMENT ADVISORS LIMITED
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By: /s/ Alexandra Autrey
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Name: Alexandra Autrey
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Title: Authorised Signatory
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NORTHERN TRUST (GUERNSEY) LIMITED
AS CUSTODIAN AND AGENT FOR AND ON BEHALF OF
ASHMORE EMERGING MARKETS DEBT AND CURRENCY FUND LIMITED
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By: /s/ Lucy Mahy
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Name: Lucy Mahy
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Title: Authorised Signatory
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By: /s/ Claire Field
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Name: Claire Field
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Title: Authorised Signatory
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THE NORTHERN TRUST COMPANY, LONDON BRANCH
AS CUSTODIAN AND AGENT FOR AND ON BEHALF OF
ASHMORE EMERGING MARKETS DEBT FUND
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By: /s/ Mark Tierney
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Name: Mark Tierney
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Title: 2VP
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NORTHERN TRUST (GUERNSEY) LIMITED
AS DEPOSITORY AND AGENT FOR AND ON BEHALF OF
ASSET HOLDER PCC LIMITED in respect of
ASHMORE EMERGING MARKETS
LIQUID INVESTMENT PORTFOLIO
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By: /s/ Lucy Mahy
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Name: Lucy Mahy
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Title: Authorised Signatory
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By: /s/ Claire Field
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Name: Claire Field
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Title: Authorised Signatory
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SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE
GROUP PLC
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Name, Business Address
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and Citizenship/Place of
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Position with Ashmore
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Incorporation
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Group plc
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Principal Occupation (for Individuals)
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Clive Adamson, 61 Aldwych, London, United Kingdom, WC2B 4AE, British
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Director
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Company director
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Helen Beck, 61 Aldwych, London, United Kingdom, WC2B 4AE, British
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Director
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Remuneration Consultant
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David Bennett, 61 Aldwych, London, United Kingdom, WC2B 4AE, British
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Director
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Company director
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Jennifer Bingham, 61 Aldwych, London, United Kingdom, WC2B 4AE, British
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Director
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Company director
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Mark Coombs, 61 Aldwych, London, United Kingdom, WC2B 4AE, British
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Director & Chief Executive Officer
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Chief Executive Officer of Ashmore Group
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Tom Shippey, 61 Aldwych, London, United Kingdom, WC2B 4AE, British
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Director & Group Finance Director
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Group Finance Director of Ashmore Group
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|
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EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE
INVESTMENT MANAGEMENT LIMITED
Name, Business Address
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Position with Ashmore
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|
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and Citizenship/Place of
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Investment Management
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|
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Incorporation
|
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Limited
|
|
Principal Occupation (for Individuals)
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|
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Mark Coombs, 61 Aldwych, London, United Kingdom, WC2B 4AE, British
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Director
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Chief Executive Officer of Ashmore Group
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Tom Shippey, 61 Aldwych, London, United Kingdom, WC2B 4AE, British
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Director
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Group Finance Director of Ashmore Group
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|
|
|
|
|
EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE
INVESTMENT ADVISORS LIMITED
Name, Business Address
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|
Position with Ashmore
|
|
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and Citizenship/Place of
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Investment Advisors
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|
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Incorporation
|
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Limited
|
|
Principal Occupation (for Individuals)
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|
|
|
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Mark Coombs, 61 Aldwych, London, United Kingdom, WC2B 4AE, British
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Director
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Chief Executive Officer of Ashmore Group
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Tom Shippey, 61 Aldwych, London, United Kingdom, WC2B 4AE, British
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Director
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Group Finance Director of Ashmore Group
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|
|
EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE
CAYMAN SPC LIMITED
Name, Business Address
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Position with Ashmore
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and Citizenship/Place of
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Cayman SPC
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|
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Incorporation
|
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Limited
|
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Principal Occupation (for Individuals)
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Sean Inggs, International Management Services, PO Box 61 Harbour Centre, Grand Cayman KY1-1102, Cayman Islands, British.
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Director
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Company director
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Martin Lang, Marbury Fund Services (Cayman) Limited, Fidelity Financial Centre, 3rd Floor, PO Box 2427, Grand Cayman KY1-1105, Cayman Islands, British.
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Director
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Company director
|
|
|
|
|
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EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE
EMERGING MARKETS DEBT FUND
Name, Business Address
|
|
Position with Ashmore
|
|
|
and Citizenship/Place of
|
|
Emerging Markets
|
|
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Incorporation
|
|
Debt Fund
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|
Principal Occupation (for Individuals)
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|
|
|
|
|
|
|
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Steve Hicks, c/o Ashmore Investment Advisors Limited, 61 Aldwych, London WC2B 4AE, United Kingdom, British.
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Director
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Company director
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Sean Inggs, International Management Services, PO Box 61 Harbour Centre, Grand Cayman KY1-1102, Cayman Islands, British.
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Director
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Company director
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Martin Lang, Marbury Fund Services (Cayman) Limited, Fidelity Financial Centre, 3rd Floor, PO Box 2427, Grand Cayman KY1-1105, Cayman Islands, British.
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Director
|
|
Company director
|
|
|
|
|
|
|
EXECUTIVE OFFICERS AND DIRECTORS OF ASHMORE
EMERGING MARKETS DEBT AND CURRENCY FUND LIMITED
Name, Business Address
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|
Position with Ashmore
|
|
|
and Citizenship/Place of
|
|
Emerging Markets Debt
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|
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Incorporation
|
|
and Currency Fund Limited
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|
Principal Occupation (for Individuals)
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|
|
|
|
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Steve Hicks, c/o Ashmore Investment Advisors Limited, 61 Aldwych, London WC2B 4AE, United Kingdom, British.
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Director
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Company director
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Nigel Carey, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Guernsey.
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Director
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Lawyer
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Victor Holmes, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Guernsey.
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Director
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Company director
|
|
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|
EXECUTIVE OFFICERS AND DIRECTORS OF ASSET
HOLDER PCC LIMITED IN RESPECT OF ASHMORE EMERGING MARKETS LIQUID INVESTMENT PORTFOLIO
Note: EMLIP is a cell of a unit trust and therefore has
no directors or executive officers. The details set forth below are in respect of Asset Holder PCC Limited.
Name, Business Address
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|
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and Citizenship/Place of
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Position with Asset
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|
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Incorporation
|
|
Holder PCC Limited
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Principal Occupation (for Individuals)
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Steve Hicks, c/o Ashmore Investment Advisors Limited, 61 Aldwych, London WC2B 4AE, United Kingdom, British.
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Director
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|
Company director
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Nigel Carey, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Guernsey.
|
|
Director
|
|
Lawyer
|
Victor Holmes, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Guernsey.
|
|
Director
|
|
Company director
|
|
|
|
|
|
DIRECTORS OF GENERAL PARTNER OF ASHMORE GLOBAL
SPECIAL SITUATIONS FUND 4
LIMITED PARTNERSHIP
Note: GSSF4 is a limited partnership and so does not have
a board of directors. The details set forth below are in respect of its general partner, Ashmore Global Special Situations Fund
4 (GP) Limited.
|
|
Position with Ashmore
|
Name, Business Address
|
|
Global Special
|
|
|
and Citizenship/Place of
|
|
Situations Fund 4 (GP)
|
|
|
Incorporation
|
|
Limited
|
|
Principal Occupation (for Individuals)
|
|
|
|
|
|
Steve Hicks, c/o Ashmore Investment Advisors Limited, 61 Aldwych, London WC2B 4AE, United Kingdom, British.
|
|
Director
|
|
Company director
|
Nigel Carey, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Guernsey.
|
|
Director
|
|
Lawyer
|
Victor Holmes, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Guernsey.
|
|
Director
|
|
Company director
|
|
|
|
|
|
DIRECTORS OF GENERAL PARTNER OF ASHMORE GLOBAL
SPECIAL SITUATIONS FUND 5
LIMITED PARTNERSHIP
Note: GSSF5 is a limited partnership and so does not have
a board of directors. The details set forth below are in respect of its general partner, Ashmore Global Special Situations Fund
5 (GP) Limited.
|
|
Position with Ashmore
|
Name, Business Address
|
|
Global Special
|
|
|
and Citizenship/Place of
|
|
Situations Fund 5 (GP)
|
|
|
Incorporation
|
|
Limited
|
|
Principal Occupation (for Individuals)
|
|
|
|
|
|
Steve Hicks, c/o Ashmore Investment Advisors Limited, 61 Aldwych, London WC2B 4AE, United Kingdom, British.
|
|
Director
|
|
Company director
|
Nigel Carey, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Guernsey.
|
|
Director
|
|
Lawyer
|
Victor Holmes, Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL, Guernsey.
|
|
Director
|
|
Company director
|
|
|
|
|
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Page 26 of 28 Pages