Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | Microvast Holdings, Inc. | |
Trading Symbol | MVST | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 300,522,394 | |
Amendment Flag | false | |
Entity Central Index Key | 0001760689 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Incorporation, State or Country Code | DE | |
Entity File Number | 001-38826 | |
Entity Tax Identification Number | 83-2530757 | |
Entity Address, Address Line One | 12603 Southwest Freeway | |
Entity Address, Address Line Two | Suite 210 | |
Entity Address, City or Town | Stafford | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77477 | |
City Area Code | (281) | |
Local Phone Number | 491-9505 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 572,609 | $ 21,496 |
Restricted cash | 39,900 | 19,700 |
Accounts receivable (net of allowance for doubtful accounts of $5,047 and $4,796 as of December 31, 2020 and September 30, 2021, respectively) | 67,243 | 76,298 |
Notes receivable | 10,260 | 20,839 |
Inventories, net | 47,820 | 44,968 |
Prepaid expenses and other current assets | 12,964 | 6,022 |
Amount due from related parties | 128 | |
Total Current Assets | 750,924 | 189,323 |
Property, plant and equipment, net | 222,771 | 198,017 |
Land use rights, net | 13,935 | 14,001 |
Acquired intangible assets, net | 2,024 | 2,279 |
Other non-current assets | 702 | 890 |
Total Assets | 990,356 | 404,510 |
Current liabilities: | ||
Accounts payable | 36,557 | 42,007 |
Advance from customers | 2,343 | 2,446 |
Accrued expenses and other current liabilities | 48,065 | 60,628 |
Income tax payables | 665 | 664 |
Short-term bank borrowings | 22,851 | 12,184 |
Notes payable | 43,131 | 35,782 |
Bonds payable | 29,915 | |
Total Current Liabilities | 153,612 | 183,626 |
Deposit liability for series B2 convertible preferred shares (“Series B2 Preferred”) | 21,792 | |
Long-term bonds payable | 73,147 | 73,147 |
Warrant liability | 2,461 | |
Share-based compensation liability | 8,841 | |
Other non-current liabilities | 35,511 | 110,597 |
Total Liabilities | 273,572 | 389,162 |
Mezzanine Equity (Note 14 and Note 16) | ||
Series C1 convertible redeemable preferred shares (“Series C1 Preferred”) (US$0.01 par value; 26,757,258 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of September 30, 2021) | 80,581 | |
Series C2 convertible redeemable preferred shares (“Series C2 Preferred”) (US$0.01 par value; 20,249,450 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of September 30, 2021) | 81,966 | |
Series D1 convertible redeemable preferred shares (“Series D1 Preferred”) (US$0.01 par value; 22,311,516 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of September 30, 2021) | 146,583 | |
Redeemable noncontrolling interests | 90,820 | |
Total Mezzanine Equity | 399,950 | |
Commitments and contingencies (Note 21) | ||
Shareholders’ Equity | ||
Common Stock (par value of US$0.0001 per share, 240,450,000 and 750,000,000 shares authorized as of December 31, 2020 and September 30, 2021; 99,028,297 and 300,522,394 shares issued, and 99,028,297 and 298,834,894 shares outstanding as of December 31, 2020 and September 30, 2021) | 30 | 6 |
Additional paid-in capital | 1,291,199 | |
Statutory reserves | 6,032 | 6,032 |
Accumulated deficit | (585,460) | (397,996) |
Accumulated other comprehensive income | 4,983 | 7,356 |
Total Shareholders’ (Deficit)/Equity | 716,784 | (384,602) |
Total Liabilities, Mezzanine Equity and Shareholders’ Equity | $ 990,356 | $ 404,510 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Net of allowance for doubtful accounts (in Dollars) | $ 4,796 | $ 5,047 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 750,000,000 | 240,450,000 |
Common stock, shares issued | 300,522,394 | 99,028,297 |
Common stock, shares outstanding | 298,834,894 | 99,028,297 |
Series C1 Convertible Redeemable Preferred Shares | ||
Convertible redeemable preferred shares, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Convertible redeemable preferred shares, authorized | 26,757,258 | 26,757,258 |
Convertible redeemable preferred shares, issued | 26,757,258 | 26,757,258 |
Convertible redeemable preferred shares, outstanding | 26,757,258 | 26,757,258 |
Series C2 Convertible Redeemable Preferred Shares | ||
Convertible redeemable preferred shares, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Convertible redeemable preferred shares, authorized | 20,249,450 | 20,249,450 |
Convertible redeemable preferred shares, issued | 20,249,450 | 20,249,450 |
Convertible redeemable preferred shares, outstanding | 20,249,450 | 20,249,450 |
Series D1 Convertible Redeemable Preferred Shares | ||
Convertible redeemable preferred shares, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Convertible redeemable preferred shares, authorized | 22,311,516 | 22,311,516 |
Convertible redeemable preferred shares, issued | 22,311,516 | 22,311,516 |
Convertible redeemable preferred shares, outstanding | 22,311,516 | 22,311,516 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenues | $ 36,894 | $ 30,753 | $ 85,204 | $ 59,400 |
Cost of revenues | (72,779) | (27,075) | (129,100) | (50,950) |
Gross profit/(loss) | (35,885) | 3,678 | (43,896) | 8,450 |
Operating expenses: | ||||
General and administrative expenses | (57,058) | (4,721) | (67,810) | (12,670) |
Research and development expenses | (13,518) | (4,558) | (23,199) | (12,518) |
Selling and marketing expenses | (7,380) | (3,456) | (14,242) | (9,464) |
Total operating expenses | (77,956) | (12,735) | (105,251) | (34,652) |
Subsidy income | 545 | (39) | 2,676 | 802 |
Loss from operations | (113,296) | (9,096) | (146,471) | (25,400) |
Other income and expenses: | ||||
Interest income | 97 | 66 | 304 | 502 |
Interest expense | (1,247) | (1,397) | (4,630) | (4,234) |
Loss on changes in fair value of convertible notes | (3,018) | (9,861) | ||
Gain on change in fair value of warrant liability | 1,113 | 1,113 | ||
Other income (expense), net | (19) | 68 | 25 | 63 |
Loss before provision for income taxes | (116,370) | (10,359) | (159,520) | (29,069) |
Income tax benefit (expense) | (106) | 270 | (324) | (5) |
Net loss | (116,476) | (10,089) | (159,844) | (29,074) |
Less: Accretion of Series C1 Preferred | 251 | 975 | 2,257 | 2,923 |
Less: Accretion of Series C2 Preferred | 570 | 2,216 | 5,132 | 6,650 |
Less: Accretion of Series D1 Preferred | 1,190 | 4,662 | 10,708 | 13,986 |
Less: Accretion for noncontrolling interests | 1,516 | 4,002 | 9,523 | 11,924 |
Net loss attributable to common stock shareholders of Microvast Holdings, Inc. | $ (120,003) | $ (21,944) | $ (187,464) | $ (64,557) |
Net loss per share attributable to common stock shareholders of Microvast Holdings, Inc. | ||||
Basic and diluted (in Dollars per share) | $ (0.49) | $ (0.22) | $ (1.27) | $ (0.65) |
Basic and diluted (in Shares) | 243,861,780 | 99,028,297 | 147,836,650 | 99,028,297 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (116,476) | $ (10,089) | $ (159,844) | $ (29,074) |
Foreign currency translation adjustment | (3,130) | 10,867 | (2,373) | 6,223 |
Total comprehensive income/(loss) attributable to Microvast Holdings, Inc. | $ (119,606) | $ 778 | $ (162,217) | $ (22,851) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ (Deficit)/Equity - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other Comprehensive loss | Statutory reserves | Total |
Balance at Dec. 31, 2019 | $ 6 | $ 3,727 | $ (320,760) | $ (9,266) | $ 6,032 | $ (320,261) |
Balance (in Shares) at Dec. 31, 2019 | 99,028,297 | |||||
Net loss | (29,074) | (29,074) | ||||
Accretion for Series C1 Preferred | (2,923) | (2,923) | ||||
Accretion for Series C2 Preferred | (804) | (5,846) | (6,650) | |||
Accretion for Series D1 Preferred | (13,986) | (13,986) | ||||
Accretion for the exiting noncontrolling interests | (4,243) | (4,243) | ||||
Foreign currency translation adjustments | 6,223 | 6,223 | ||||
Accretion for redeemable noncontrolling interests | (7,681) | (7,681) | ||||
Balance at Sep. 30, 2020 | $ 6 | (381,590) | (3,043) | 6,032 | (378,595) | |
Balance (in Shares) at Sep. 30, 2020 | 99,028,297 | |||||
Balance at Jun. 30, 2020 | $ 6 | (359,646) | (13,910) | 6,032 | (367,518) | |
Balance (in Shares) at Jun. 30, 2020 | 99,028,297 | |||||
Net loss | (10,089) | (10,089) | ||||
Accretion for Series C1 Preferred | (975) | (975) | ||||
Accretion for Series C2 Preferred | (2,216) | (2,216) | ||||
Accretion for Series D1 Preferred | (4,662) | (4,662) | ||||
Accretion for the exiting noncontrolling interests | (1,425) | (1,425) | ||||
Foreign currency translation adjustments | 10,867 | 10,867 | ||||
Accretion for redeemable noncontrolling interests | (2,577) | (2,577) | ||||
Balance at Sep. 30, 2020 | $ 6 | (381,590) | (3,043) | 6,032 | (378,595) | |
Balance (in Shares) at Sep. 30, 2020 | 99,028,297 | |||||
Balance at Dec. 31, 2020 | $ 6 | (397,996) | 7,356 | 6,032 | (384,602) | |
Balance (in Shares) at Dec. 31, 2020 | 99,028,297 | |||||
Net loss | (159,844) | (159,844) | ||||
Accretion for Series C1 Preferred | (2,257) | (2,257) | ||||
Accretion for Series C2 Preferred | (5,132) | (5,132) | ||||
Accretion for Series D1 Preferred | (10,708) | (10,708) | ||||
Accretion for the exiting noncontrolling interests | (3,682) | (3,682) | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs of $42.8 million (Note 3) | $ 23 | 1,241,648 | 1,241,671 | |||
Issuance of common stock upon the reverse recapitalization, net of issuance costs of $42.8 million (Note 3) (in Shares) | 191,254,950 | |||||
Share-based compensation | $ 1 | 49,551 | 49,552 | |||
Share-based compensation (in Shares) | 8,551,647 | |||||
Foreign currency translation adjustments | (2,373) | (2,373) | ||||
Accretion for redeemable noncontrolling interests | (5,841) | (5,841) | ||||
Balance at Sep. 30, 2021 | $ 30 | 1,291,199 | (585,460) | 4,983 | 6,032 | 716,784 |
Balance (in Shares) at Sep. 30, 2021 | 298,834,894 | |||||
Balance at Jun. 30, 2021 | $ 6 | (465,457) | 8,113 | 6,032 | (451,306) | |
Balance (in Shares) at Jun. 30, 2021 | 99,028,297 | |||||
Net loss | (116,476) | (116,476) | ||||
Accretion for Series C1 Preferred | (251) | (251) | ||||
Accretion for Series C2 Preferred | (570) | (570) | ||||
Accretion for Series D1 Preferred | (1,190) | (1,190) | ||||
Accretion for the exiting noncontrolling interests | (858) | (858) | ||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs of $42.8 million (Note 3) | $ 23 | 1,241,648 | 1,241,671 | |||
Issuance of common stock upon the reverse recapitalization, net of issuance costs of $42.8 million (Note 3) (in Shares) | 191,254,950 | |||||
Share-based compensation | $ 1 | 49,551 | 49,552 | |||
Share-based compensation (in Shares) | 8,551,647 | |||||
Foreign currency translation adjustments | (3,130) | (3,130) | ||||
Accretion for redeemable noncontrolling interests | (658) | (658) | ||||
Balance at Sep. 30, 2021 | $ 30 | $ 1,291,199 | $ (585,460) | $ 4,983 | $ 6,032 | $ 716,784 |
Balance (in Shares) at Sep. 30, 2021 | 298,834,894 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Changes in Shareholders’ (Deficit)/Equity (Parentheticals) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Issuance of common stock upon the reverse recapitalization | 42,800,000 | 42,800,000 |
Unaudited Condensed Consolida_7
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (159,844) | $ (29,074) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Loss on disposal of property, plant and equipment | 6 | 205 |
Depreciation of property, plant and equipment | 14,398 | 11,384 |
Amortization of land use right and intangible assets | 499 | 529 |
Share-based compensation | 58,290 | |
Changes in fair value of warrant liability | (1,113) | |
Changes in fair value of convertible notes | 9,861 | |
(Reversal) allowance of doubtful accounts | 261 | (861) |
Provision for obsolete inventories | 12,667 | 1,326 |
Impairment loss from property, plant and equipment | 867 | 645 |
Product warranty | 44,610 | 2,468 |
Changes in operating assets and liabilities: | ||
Notes receivable | 10,782 | 10,630 |
Accounts receivable | 9,425 | 11,782 |
Inventories | (15,127) | 6,021 |
Prepaid expenses and other current assets | (6,874) | (625) |
Amount due from/to related parties | (128) | 1,859 |
Other non-current assets | 52 | (154) |
Notes payable | 6,868 | (8,612) |
Accounts payable | (5,944) | (2,545) |
Advance from customers | (130) | (1,165) |
Accrued expenses and other liabilities | (6,371) | 1,981 |
Other non-current liabilities | 2,292 | |
Income tax payables | 5 | |
Net cash generated from/(used in) operating activities | (24,653) | 5,799 |
Cash flows from investing activities | ||
Purchases of property, plant and equipment | (40,718) | (15,375) |
Proceeds on disposal of property, plant and equipment | 6 | |
Purchase of short-term investments | (2,002) | |
Proceeds from maturity of short-term investments | 2,946 | |
Net cash used in investing activities | (40,718) | (14,425) |
Cash flows from financing activities | ||
Proceeds from borrowings | 26,603 | 15,230 |
Repayment of bank borrowings | (15,665) | (17,590) |
Loans borrowing from related parties | 8,426 | 18,063 |
Repayment of related party loans | (8,426) | (18,063) |
Merger and Private Investment in Public Equity (“PIPE”) financing | 747,791 | |
Payment for transaction fee in connection with the merger | (42,821) | |
Payment to exited noncontrolling interests (Note 14) | (139,038) | |
Issuance of convertible notes | 57,500 | |
Net cash (used in)/generated from financing activities | 634,370 | (2,360) |
Effect of exchange rate changes | 2,314 | 534 |
(Decrease) Increase in cash, cash equivalents and restricted cash | 571,313 | (10,452) |
Cash, cash equivalents and restricted cash at beginning of the period | 41,196 | 41,784 |
Cash, cash equivalents and restricted cash at end of the period | 612,509 | 31,332 |
Cash and cash equivalents | 572,609 | 23,099 |
Restricted cash | 39,900 | 8,233 |
Total cash, cash equivalents and restricted cash | $ 612,509 | $ 31,332 |
Description of Organization and
Description of Organization and Business Operations | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Microvast Holdings, Inc.(“Microvast” or the “Company”) and its subsidiaries (collectively, the “Group”) are primarily engaged in developing, manufacturing, and selling electronic power products for electric vehicles primarily in the People’s Republic of China (“PRC”) and Europe. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of presentation and use of estimates The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Security and Exchange Commission and U.S. generally accepted accounting standards (“U.S. GAAP”) for interim financial reporting. Accordingly, certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with U.S. GAAP have been omitted from these interim financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the period ended December 31, 2020 included in the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2021 and as amended and filed with the SEC on August 16, 2021, which provides a more complete discussion of the Company’s accounting policies and certain other information. In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (which include normal recurring adjustments) necessary for a fair statement of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2021. The financial information as of December 31, 2020 included on the condensed consolidated balance sheets is derived from the Group’s audited consolidated financial statements for the year ended December 31, 2020. Other than the policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018. Significant accounting estimates reflected in the Group’s financial statements include allowance for doubtful accounts, provision for obsolete inventories, impairment of long-lived assets, valuation allowance for deferred tax assets, product warranties, fair value measurement of the convertible promissory notes, fair value measurement of warrant liability and share based compensation. All intercompany transactions and balances have been eliminated upon consolidation. On July 23, 2021 (the “Closing Date”), Tuscan Holdings Corp. (“Tuscan”), consummated the previously announced merger with Microvast, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated February 1, 2021, between Tuscan, Microvast, Inc. and TSCN Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which the Merger Sub merged with and into Microvast, Inc., with Microvast, Inc. surviving the merger (the “Merger,” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”). As a result of the Merger, Tuscan was renamed “Microvast Holdings, Inc.” The Merger is accounted for as a reverse recapitalization as Microvast, Inc. was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Please refer to Note 3 “Reverse Recapitalization” for further details of the Merger. Emerging Growth Company Pursuant to the JOBS Act, an emerging growth company may adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. The Company intends to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information provided by other public companies. The Company also intends to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as the Company qualifies as an emerging growth company, including, but not limited to, an exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments. Revenue recognition Nature of Goods and Services The Group’s revenue consists primarily of sales of lithium batteries. The obligation of the Group is providing the electronic power products. Revenue is recognized at the point of time when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Group expects to be entitled to in exchange for the goods or services. Disaggregation of revenue For the three months ended September 30, 2020 and 2021, the Group derived revenues of $23,945 and $31,792 from the Asia & Pacific region, $6,446 and $4,908 from Europe and $362 and $194 from other geographic regions where the customers are located, respectively. For the nine months ended September 30, 2020 and 2021, the Group derived revenues of $42,632 and $73,360 from the Asia & Pacific region, $16,376 and $11,466 from Europe and $392 and $378 from other geographic regions where the customers are located, respectively. Contract balances Contract balances include accounts receivable and advances from customers. Accounts receivable represent cash not received from customers and are recorded when the rights to consideration is unconditional. The allowance for doubtful accounts reflects the best estimate of probable losses inherent to the accounts receivable balance. Contract liabilities, recorded in advance from customers in the consolidated balance sheet, represent payment received in advance or payment received related to a material right provided to a customer to acquire additional goods or services at a discount in a future period. During the three months ended September 30, 2020 and 2021, the Group recognized $13 and $60 of revenue previously included in advance from customers as of July 1, 2020 and July 1, 2021, respectively. During the nine months ended September 30, 2020 and 2021, the Group recognized $459 and $1,381 of revenue previously included in advance from customers as of January 1, 2020 and January 1, 2021, respectively, which consist of payments received in advance related to its sales of lithium batteries. Share-based compensation Share-based payment transactions with employees are measured based on the grant date fair value of the equity instrument and recognized as compensation expense on a straight-line basis over the requisite service period, with a corresponding impact reflected in additional paid-in capital. For share-based awards granted with performance condition, the compensation cost is recognized when it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance condition at the end of each reporting date and records a cumulative catch-up adjustment for any changes to its assessment. For performance-based awards with a market condition, such as awards based on total shareholder return (“TSR”), compensation expense is recognized on a straight-line basis over the estimated service period of the award, regardless of whether the market condition is satisfied. Forfeitures are recognized as they occur. Liability-classified awards are remeasured at their fair-value-based measurement as of each reporting date until settlement. Warrant Liability The Company accounts for warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. As the Private Warrants (as defined below) meet the definition of a derivative as contemplated in ASC 815, the Company classifies the Private Warrants as liabilities. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed statements of operations. The Private Warrants are valued using a Monte Carlo simulation model on the basis of the quoted market price of Public Warrants. |
Reverse Recapitalization
Reverse Recapitalization | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | 3. REVERSE RECAPITALIZATION On July 23, 2021, Tuscan merged with Microvast, Inc., with Microvast, Inc. surviving the merger. As a result of the Merger, Tuscan was renamed “Microvast Holdings, Inc.” On the Closing Date, pursuant to the terms of the Merger Agreement, the Framework Agreement 1 ● The Company issued 209,999,991 shares of Common Stock of the Company (“Common Stock”) to the former owners of Microvast, Inc. pursuant to the Merger Agreement, which number is inclusive of the shares being issued to the CL Investors and MPS minority investors pursuant to the Framework Agreement; ● The Company issued 6,736,106 shares of Common Stock to the holders of the Bridge Notes; ● The Company issued 48,250,000 shares of Common Stock to the PIPE investors for a purchase price of $10.00 per share and an aggregate purchase price of $482.5 million; ● The Company issued 150,000 private placement units to Tuscan Holdings Acquisition LLC (the “Sponsor”) upon conversion of notes payable by the Company in the amount of $1.5 million; such private placement units 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; and Pursuant to the Merger Agreement, the former owners of Microvast (“Microvast Holders”) and the MPS minority investors will have the ability to earn, in the aggregate, an additional 19,999,988 shares of Common Stock (“Earn-Out Shares”) 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 of the Company 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. In accordance with ASC 815-40, the Earn-Out Shares were indexed to the Common Stock and were classified as equity. Each of the options to purchase Microvast, Inc.’s common stock that was outstanding before the Merger was converted into options to acquire Common Stock by computing the number of shares and converting the exercise price based on the exchange ratio of 160.3 (the “Common Exchange Ratio”). Refer to Note 17. 1 In connection with the Merger Agreement, Tuscan, Microvast Power System (Huzhou) Co., Ltd., a majority owned subsidiary of Microvast, Inc. (“MPS”), certain MPS convertible loan investors (the “CL Investors”, refer to Note 11), some MPS minority investors, and certain other parties entered into a framework agreement (the “Framework Agreement”), pursuant to which, (1) the CL Investors waived their convertible loans issued on November 2, 2018, by MPS, in exchange for 6,719,845 shares of Common Stock of the Company and (2) the MPS minority investors waived their rights in MPS's equity in exchange for 17,253,182 shares of Common Stock of the Company (refer to Note 14). Each capped non-vested share unit of Microvast, Inc. that was outstanding before the Merger was converted into a non-vested share unit of the Company by computing the number of shares and converting the capped price based on the Common Exchange Ratio. Refer to Note 17. As of the Closing Date and following the completion of the Merger, the ownership interests of the Company’s stockholders were as follows: Shares Existing Microvast Equity Holders (a) 209,999,991 Existing Microvast Convertible Noteholders 6,736,106 Tuscan public stockholders 27,493,140 Sponsor Group (b)(c) 7,608,589 EarlyBirdCapital 428,411 PIPE investors immediately after Merger 48,250,000 Common Stock 300,516,237 (a) Excludes the Earn-Out Shares, but is inclusive of the shares being issued pursuant to the Framework Agreement to the CL Investors and MPS minority investors. (b) The Sponsor Group includes Common Stock owned by the Sponsor, Stefan M. Selig, Richard O. Rieger and Amy Butte. (c) Includes 1,687,500 shares that may be subject to cancellation in accordance with the amended escrow agreement. The Merger is accounted for as a reverse recapitalization under U.S. GAAP. This determination is primarily based on (1) Microvast, Inc.’s stockholders comprising a relative majority of the voting power of the Company and having the ability to nominate the members of the Board, (2) Microvast, Inc.’s operations prior to the acquisition comprising the only ongoing operations of the Company, and (3) Microvast, Inc.’s senior management comprising a majority of the senior management of the Company. Under this method of accounting, Tuscan is treated as the “acquired” company for financial reporting purposes. Accordingly, the financial statements of the Company represent a continuation of the financial statements of Microvast, Inc. with the Merger being treated as the equivalent of Microvast, Inc. issuing stock for the net assets of Tuscan, accompanied by a recapitalization. The net assets of Tuscan are stated at historical costs, with no goodwill or other intangible assets recorded and are consolidated with Microvast Inc.’s financial statements on the Closing Date. Operations prior to the Merger are presented as those of Microvast, Inc. The shares and net loss per share available to holders of the Company’s Common Stock, prior to the Merger, have been retroactively restated as shares reflecting the Common Exchange Ratio established in the Merger Agreement. In connection with the Merger, the Company raised approximately $708.4 million of proceeds including the contribution of $281.7 million of cash held in Tuscan’s trust account from its initial public offering, net of redemptions of Tuscan public stockholders of $0.9 million, and $482.5 million of cash in connection with the PIPE financing. The total transaction costs was $58.3 million, consisting of banking, legal, and other professional fees, among which $42.8 million was recorded as a reduction to additional paid-in-capital and the remaining $15.5 million was recorded as expense by Tuscan immediately prior to the merger. In connection with the Merger, the Sponsor and related parties entered into the amended escrow agreement, pursuant to which 1,687,500 shares owned by the Sponsor Group (“Escrow Shares”) are subject to cancellation on conditions that: (i) 50% of 1,687,500 shares shall be cancelled if the last sale price of the Common Stock does not equal or exceed $12.00 per share for any 20 trading days within any 30-trading day period prior to the fifth anniversary of the Closing, and (ii) 50% of 1,687,500 shares shall be cancelled if the last sale price of the Common Stock does not equal or exceed $15.00 per share for any 20 trading days within any 30-trading day period prior to the fifth anniversary of the Closing. In accordance with ASC 815-40, the Escrow Shares were indexed to the Common Stock and were classified as equity. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: December 31, September 30, Accounts receivable $ 81,345 $ 72,039 Allowance for doubtful accounts (5,047 ) (4,796 ) Accounts receivable, net $ 76,298 $ 67,243 Movement of allowance for doubtful accounts was as follows: Three Months Ended Nine Months Ended 2020 2021 2020 2021 Balance at beginning of the period $ 4,534 $ 4,743 $ 5,537 $ 5,047 Charge to expenses 2 457 (861 ) 261 Write off - (415 ) - (546 ) Exchange difference 173 11 33 34 Balance at end of the period $ 4,709 $ 4,796 $ 4,709 $ 4,796 |
Inventories, Net
Inventories, Net | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | 5. INVENTORIES, NET Inventories consisted of the following: December 31, September 30, Work in process $ 22,167 $ 18,222 Raw materials 17,451 20,725 Finished goods 5,350 8,873 Total $ 44,968 $ 47,820 Provision for obsolete inventories at $680 and $6,569 were recognized for the three months ended September 30, 2020 and 2021, respectively. Provision for obsolete inventory at $1,326 and $12,667 were recognized for the nine months ended September 30, 2020 and 2021, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, September 30, Advances to suppliers $ 2,117 $ 4,681 Other receivables 688 6,330 VAT receivables 2,471 1,207 Deposits 746 746 Total $ 6,022 $ 12,964 The balance of the VAT receivables represented the amount available for future deduction against VAT payable. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, September 30, Payables to exiting investors $ 30,000 $ - Payables for purchase of property, plant and equipment 15,122 13,017 Product warranty 4,296 18,690 Other current liabilities 3,959 8,469 Accrued payroll and welfare 2,704 2,818 Interest payable 1,379 2,674 Accrued expenses 1,696 1,972 Other tax payable 1,472 425 Total $ 60,628 $ 48,065 The payables to exiting investors represents the amount due in a year for the redemption of the shares owned by certain noncontrolling shareholders of a subsidiary. See Note 14. |
Product Warranty
Product Warranty | 9 Months Ended |
Sep. 30, 2021 | |
Product Warranties Disclosures [Abstract] | |
PRODUCT WARRANTY | 8. PRODUCT WARRANTY Movement of product warranty was as follows: Three Months Ended Nine Months Ended 2020 2021 2020 2021 Balance at beginning of the period $ 17,358 $ 25,543 $ 18,416 $ 19,356 Provided for new sales during the period 1,517 1,498 2,468 3,761 Provided for pre-existing legacy product - 34,055 - 40,849 Utilized during the period (313 ) (9,229 ) (2,322 ) (12,099 ) Balance at end of the period $ 18,562 $ 51,867 $ 18,562 $ 51,867 Warranty provisions are based upon historical experience. Changes in provisions related to pre-existing legacy products were made based on actual claims and intensive testing and analysis on the legacy products. In 2021, as a result of the increases in the repairing cost and frequency of claims with respect to a legacy product sold in 2017 and 2018, the Company conducted intensive experiments and a root cause analysis, which was completed in October 2021. The Company concluded that a component purchased from a supplier was not meeting the Company’s performance standards. As a result, the Company expects that the impacted legacy products sold will need to be replaced before the expiration of the warranty term. This reassessment resulted in a change in estimate for additional accrual of $34.1 million for such legacy product sold. As the component was not incorporated into other products, no additional accrual was made to other existing products sold. The Company is in negotiation with the supplier for compensation and will take legal action if necessary. December 31, September 30, Product warranty – current $ 4,296 $ 18,690 Product warranty – non-current 15,060 33,177 Total $ 19,356 $ 51,867 |
Bank Borrowings
Bank Borrowings | 9 Months Ended |
Sep. 30, 2021 | |
Bank Borrowings [Abstract] | |
BANK BORROWINGS | 9. BANK BORROWINGS The Group entered into loan agreements and bank facilities with Chinese banks and a German bank. The original terms of the loans from Chinese banks range from 6 to 12 months and the interest rates range from 5.00% to 6.00% per annum. As of September 30, 2021, the balance of the loans from Chinese bank was $13,191. The bank facility agreement with the German bank includes a $13.0 million (EUR11 million) 8-year maturity term loan and a $4.7 million (EUR4 million) revolving facility (“German Bank Facility Agreement”). The interest rate of the 8-year maturity term loan is EURIBOR plus a margin rate determined by the financial leverage ratio of the Group. The $4.7 million (EUR4 million) revolving facility at 6.00% annual interest, needs to be renewed every year (60 days in advance). During the nine months ended September 30, 2021, the Group drew down the 8-year maturity term loan to the amount of $9,660. On October 1, 2021, the Company had entered into the termination agreement with the German Bank to cancel the German Bank Facility Agreement. All outstanding amounts under the loan were repaid on October 8, 2021. Changes in bank borrowings are as follows: Three Months Ended Nine Months Ended 2020 2021 2020 2021 Beginning balance $ 9,412 $ 26,458 $ 11,922 $ 12,184 Proceeds from bank borrowings 5,757 - 15,230 26,603 Repayments of principal (5,696 ) (3,400 ) (17,590 ) (15,665 ) Exchange difference 321 (207 ) 232 (271 ) Ending balance $ 9,794 $ 22,851 $ 9,794 $ 22,851 All balance of bank borrowings as of September 30, 2021 and December 31, 2020 are current borrowings. Certain assets of the Group had been pledged to secure the above banking facilities granted to the Group. The aggregate carrying amount of the assets pledged by the Group as of December 31, 2020 and September 30, 2021 are as follows: December 31, September 30, Buildings $ 22,732 $ 31,479 Machinery and equipment 19,297 17,173 Land use rights 2,789 4,448 Total $ 44,818 $ 53,100 In addition, the Group’s related parties Ochem Chemical Co., Ltd (“Ochem”) and Ochemate Material Technologies Co., Ltd (“Ochemate”) provided $20,874 of guarantees to secure certain bank facilities granted to the Group as of December 31, 2020. |
Other Non-Current Liabilities
Other Non-Current Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Other Non-Current Liabilities [Abstract] | |
OTHER NON-CURRENT LIABILITIES | 10. OTHER NON-CURRENT LIABILITIES December 31, September 30, Payable to exiting investors $ 94,316 $ - Product warranty - non-current 15,060 33,177 Deferred subsidy income- non-current 1,221 2,334 Total $ 110,597 $ 35,511 The payable to exiting investors represents the amount to be paid for the redemption of the shares owned by certain noncontrolling interest holders of a subsidiary. See Note 14. The balance was paid out as of September 30, 2021. |
Bonds Payable
Bonds Payable | 9 Months Ended |
Sep. 30, 2021 | |
Bonds Payable [Abstract] | |
BONDS PAYABLE | 11. BONDS PAYABLE December 31, September 30, Bonds payable Third-party investors $ 29,915 $ - Total $ 29,915 $ - Long–term bonds payable Huzhou Saiyuan $ 73,147 $ 73,147 Total $ 73,147 $ 73,147 Convertible Bonds issued to Huzhou Saiyuan On December 29, 2018, MPS signed an agreement with Huzhou Saiyuan, an entity established by the local government, to issue convertible bonds to Huzhou Saiyuan for a total consideration of $87,776 (RMB600 million), of which $29,259 (RMB200 million) was converted from the existing non-interest-bearing loan with Huzhou Saiyuan as of December 31, 2018. The Company pledged its 12.39% equity holding over MPS to Huzhou Saiyuan to facilitate the issuance of convertible bonds. Besides the previous converted bond $29,259 (RMB200 million), Huzhou Saiyuan further subscribed for $14,629 (RMB100 million) on January 9, 2019 and $29,259 (RMB200 million) on February 1, 2019, respectively. If the subscribed bonds are not repaid by the maturity date, Huzhou Saiyuan has the right to dispose of the equity interests pledged by the Company in proportion to the amount of matured bonds, or convert the bond to the equity interests of MPS within 60 days after the maturity date. If Huzhou Saiyuan decides to convert the bonds to equity interests of MPS, the equity interests pledged would be released and the convertible bonds should be converted to the equity interest of MPS based on the entity value of MPS at $950,000. On September 28, 2020, MPS signed a supplemental agreement for extension on repayment of convertible bonds to Huzhou Saiyuan, and the terms on repayments and interests are as follows: Issuance Date Subscribed Amount Maturity Date Repayment Amount Annual February 1, 2019 $29,259 (RMB200 million) June 30, 2023 $29,259 (RMB200 million) 3%~4% December 31, 2018 $29,259 (RMB200 million) April 28, 2024 $14,629 (RMB100 million) 0%~4% July 11, 2024 $7,315 (RMB50 million) 0%~4% October 1, 2024 $7,315 (RMB50 million) 0%~4% January 1, 2020 $14,629 (RMB100 million) April 13, 2026 $14,629 (RMB100 million) 3%~4% An additional one-year extension could be granted to the Group if the Group submits a written application before the extended maturity date. As of September 30, 2021, the outstanding balance of the convertible bonds to Huzhou Saiyuan totaled at $73,147 (RMB500 million). Convertible Bonds issued to third-party investors On November 2, 2018, MPS signed a convertible bond agreement with two third-party investors (the “CL Investors”), through which the CL Investors agreed to provide a non-interest bearing loan in an aggregate amount of $58,516 (RMB400 million) or up to $73,147 (RMB500 million) to MPS, and the CL Investors could convert the bonds into a number of Series D2 preferred shares of the Company (the “Series D2 Preferred”) once approvals from the PRC and US government were obtained. As of December 31, 2020, $29,915 (RMB204.5 million) was subscribed by the CL Investors. On July 23, 2021, upon the completion of the Merger between Microvast, Inc. and Tuscan, the convertible bonds were settled and converted into 6,719,845 shares of Common Stock of the combined company. Refer to Note 3. Convertible Notes at Fair Value (the “Bridge Notes”) On January 4, 2021, the Company entered into a note purchase agreement to issue $57,500 convertible promissory notes to certain investors, fully due and payable on the third anniversary of the initial closing date. The notes bore no interest, provided, however, if a liquidity event (“Liquidity Event”) had not occurred prior to June 30, 2022, an interest rate of 6% would be applied retrospectively from the date of initial closing. The conversion of the promissory notes was contingent upon the occurrence of a Private Investment in Public Equity (“PIPE”) financing, a Liquidity Event or a new financing after June 30, 2022 but before the maturity date (“Next Financing”). The first tranche and second tranche of the convertible promissory notes were issued in January 2021 and February 2021 at amounts of $25,000 and $32,500, respectively. A discounted rate of 80% or 90% was required to be applied upon conversion, depending on the circumstances of PIPE financing, Liquidity Event or Next Financing. The fair value option was elected for the measurement of the convertible notes. Changes in fair value, a loss of $3,018 and $9,861 were recorded in the unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2021, respectively. On July 23, 2021, upon the completion of the Merger between Microvast, Inc. and Tuscan, the convertible promissory notes were converted into 6,736,106 shares of Common Stock of the combined company as disclosed in Note 3. |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
WARRANTS | 12. WARRANTS The Company assumed 27,600,000 publicly-traded warrants (“Public Warrants”) and 837,000 private placement warrants issued to the Sponsor and EarlyBirdCapital, Inc. (“EarlyBirdCapital”) (“Private Warrants” and together with the Public Warrants, the “Warrants”) upon the Merger, all of which were issued in connection with Tuscan’s initial public offering (other than 150,000 Private Warrants that were issued in connection with the closing of the Merger) and entitle the holder to purchase one share of the Company’s Common Stock at an exercise price of $11.50 per share. During the three and nine months ended September 30, 2021, none of Public Warrants and Private Warrants were exercised. The Public Warrants became exercisable 30 days after the completion of the Merger. No Warrants will be exercisable for cash unless the Company registered Common Stock issuable upon exercise of the Warrants with the SEC. Since the registration of shares was not completed within 90 days following the Merger, warrant holders may exercise Warrants on a net-share settlement basis. The Public Warrants will expire five years after the completion of the Merger or earlier upon redemption or liquidation. Once the Public Warrants became exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption; ● if, and only if, the reported last sale price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ● if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a net-share settlement basis. The Private Warrants are identical to the Public Warrants, except that the Private Warrants will be exercisable for cash or on a net-share settlement basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. In addition, so long as the Private Warrants are held by EarlyBirdCapital and its designee, the Private Warrants will expire five years from the effective date of the Merger. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the Warrants will not be adjusted for issuance of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the Warrants. The Private Warrants were initially recognized as a liability on July 23, 2021 at a fair value of $3,574 and the private warrant liability was remeasured to fair value based upon the market price as of September 30, 2021, resulting in a gain of $1.1 million for the three months ended September 30, 2021, classified within change in fair value of warrant liabilities in the condensed consolidated statements of operations. The Private Warrants were valued using the following assumptions under the Monte Carlo Model that assumes optimal exercise of the Company’s redemption option at the earliest possible date: July 23, September 30, Market price of public stock $ 10.00 $ 8.22 Exercise price $ 11.50 $ 11.50 Expected term (years) 5.00 4.82 Volatility 54.14 % 52.80 % Risk-free interest rate 0.72 % 0.94 % Dividend rate 0.00 % 0.00 % The market price of public stock is the quoted market price of the Company’s Common Stock as of the valuation date. The exercise price is extracted from the warrant agreements. The expected term is derived from the exercisable years based on the warrant agreements. The expected volatility is a blend of implied volatility from the Company’s own public warrant pricing and the average volatility of peer companies. The risk-free interest rate was estimated based on the market yield of US Government Bond with maturity close to the expected term of the warrants. The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the warrants. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | 13. FAIR VALUE MEASUREMENT Measured or disclosed at fair value on a recurring basis The Group measured its financial assets and liabilities, including cash and cash equivalents, restricted cash, warrants and convertible notes at fair value on a recurring basis as of December 31, 2020 and September 30, 2021. Cash and cash equivalents, restricted cash and convertible notes are classified within Level 1 of the fair value hierarchy because they are valued based on the quoted market price in an active market. The fair value of the warrant liability is based on significant unobservable inputs, which represent Level 3 measurements within the fair value hierarchy. In determining the fair value of the warrant liability, the Company used the Monte Carlo that assumes optimal exercise of the Company’s redemption option at the earliest possible date. See Note 12. As of December 31, 2020 and September 30, 2021, information about inputs for the fair value measurements of the Group’s assets and liabilities that are measured at fair value on a recurring basis in periods subsequent to their initial recognition is as follow: Fair Value Measurement as of December 31, 2020 (In thousands) Quoted Prices in Active Market for Identical Assets (Level 1) Significant Other Significant Unobservable Inputs Total Cash and cash equivalents $ 21,496 - - $ 21,496 Restricted cash 19,700 - - 19,700 Total $ 41,196 - - $ 41,196 Fair Value Measurement as of September 30, 2021 (In thousands) Quoted Prices in Active Market for Identical Assets Significant Other Significant Unobservable Inputs Total Cash and cash equivalents $ 572,609 - - $ 572,609 Restricted cash 39,900 - - 39,900 Total financial asset $ 612,509 - - $ 612,509 Warrant liability $ - - 2,461 $ 2,461 Total financial liability $ - - 2,461 $ 2,461 The following is a reconciliation of the beginning and ending balances for Level 3 convertible notes during the nine months ended September 30, 2021: (In thousands) Convertible Notes Balance as of January 1, 2021 $ - Issuance of convertible notes 57,500 Changes in fair value of convertible notes 9,861 Conversion as of Merger (67,361 ) Balance as of September 30, 2021 $ - The following is a reconciliation of the beginning and ending balances for Level 3 warrant liability during the nine months ended September 30, 2021: (In thousands) Warrant Balance as of January 1, 2021 $ - Assumed warrant liability upon Merger 3,574 Changes in fair value (1,113 ) Balance as of September 30, 2021 $ 2,461 Measured or disclosed at fair value on a nonrecurring basis The Group measured the long-lived assets using the income approach—discounted cash flow method, when events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. |
Noncontrolling Interests
Noncontrolling Interests | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | 14. NONCONTROLLING INTERESTS Noncontrolling interests of MPS In March 2017, Microvast, Inc. sold 17.39% equity interest of its wholly-owned subsidiary, MPS, to eight third-party investors (the “Investors”) for total cash consideration of $400,000, which was received in 2017. In February 2018, Microvast, Inc. signed a series of repurchase and redemption agreements with six out of the eight investors of MPS which requested to redeem in aggregate 14.05% equity interests in MPS (“Exiting Investors”), at a redemption value equal to the initial capital contribution plus 6.00% simple annual interest. To facilitate the repurchase and redemption transaction, MPS and the Exiting Investors entered into certain property mortgage agreements on May 30, 2018. Pursuant to an extension agreement signed in September 2020, $30,000 was paid to the Exiting Investors in March 2021, and the remaining repayments are scheduled in 2023 and thereafter, depending on the completion of financing in 2022 or 2023. On August 31, 2021, an early repayment agreement was entered into between MPS and the Exiting Investors, pursuant to which the remaining amount of $99,038 was fully repaid as of September 30, 2021 to the Exiting Investors. On July 23, 2021, upon the completion of the Merger between Microvast, Inc. and Tuscan, the equity interest held by the investors who remained noncontrolling shareholders of MPS were converted into 17,253,182 shares of Common Stock of the combined company as disclosed in Note 3. |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
COMMON STOCK | 15. COMMON STOCK The Company has authorized 800,000,000 shares to be issued at $0.0001 par value, with 750,000,000 shares designated as Common Stock and 50,000,000 shares of redeemable convertible preferred stock. Immediately following the Merger, there were 300,516,237 shares of Common Stock issued with a par value of $0.0001 as disclosed in Note 3. The holder of each share of Common Stock is entitled to one vote. The Company has retroactively adjusted the shares issued and outstanding prior to July 23, 2021 to give effect to the Common Exchange Ratio of 160.3 established in the Merger Agreement. As of September 30, 2021, there were 300,522,394 shares of Common Stock issued and 298,834,894 shares outstanding. |
Preferred Shares
Preferred Shares | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure of Preferred Shares [Abstract] | |
PREFERRED SHARES | 16. PREFERRED SHARES As of December 31, 2020, the Company had preferred shares issued and outstanding as follows (share number of the Company’s preferred shares prior to the Merger have been retroactively restated to reflect the Common Exchange Ratio of 160.3 established in the Merger as described in Note 3): Preferred Shares Number of Shareholders Series C1 Preferred 26,757,258 Ashmore Global Special Situations Fund 4 Limited Partnership and Ashmore Global Special Situations Fund 5 Limited Partnership (“Ashmore”) and International Finance Corporation (“IFC”) Series C2 Preferred 20,249,450 Ashmore Cayman SPC Limited (“Ashmore Cayman”) and IFC Series D1 Preferred 22,311,516 Evergreen Ever Limited (“EEL”) Total 69,318,224 On July 23, 2021, upon the completion of the Merger between Microvast, Inc. and Tuscan, all preferred shares were converted into Common Stock of the combined company at the Common Exchange Ratio of 160.3 as disclosed in Note 3. The changes in the balance of Series Preferred and redeemable noncontrolling interests included in the mezzanine equity for the nine months ended September 30, 2020 and 2021 were as follows: (In thousands) Series C1 Series C2 Series D1 Redeemable Balance as of January 1, 2020 $ 76,684 $ 73,100 $ 127,935 $ 80,561 Accretion 2,923 6,650 13,986 7,681 Ending balance as of September 30, 2020 $ 79,607 $ 79,750 $ 141,921 $ 88,242 Balance as of January 1, 2021 $ 80,581 $ 81,966 $ 146,583 $ 90,820 Accretion from January 1 to July 23 2,257 5,132 10,708 5,841 Conversion as of Merger (82,838 ) (87,098 ) (157,291 ) (96,661 ) Ending balance as of September 30, 2021 $ - $ - $ - $ - |
Share-based payment
Share-based payment | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED PAYMENT | 17. SHARE-BASED PAYMENT In 2012, Microvast, Inc. adopted a Share Incentive Plan (the “2012 Plan”). The 2012 Plan permits the grant of options to purchase common stock, share appreciation rights, non-vested shares and non-vested share units. The maximum aggregate number of shares of common stock that may be issued pursuant to all awards under the share incentive plan is 17 percent of the total issued and outstanding company shares on a fully-diluted basis. The share options, non-vested shares and non-vested share units granted to the employees or nonemployees shall vest and become non-forfeitable with respect to one-third of the total number of the non-vested share and non-vested share units immediately upon the occurrence of initial public offering, sale or transfer of all or substantially all of the business, operations or assets of Microvast, Inc. or its subsidiaries, taken as a whole, to a third party, or such other sale or transfer of common stock in Microvast, Inc. as determined, in each case, by Microvast, Inc. pursuant to legal documents and other obligations binding upon it (the “Initial Vesting Date”), and on each of the first and second anniversaries of the Initial Vesting Date; provided that through each applicable vesting date, the employee or nonemployee is employed. The Merger in 2021 did not constitute the satisfaction of a performance condition that would trigger the vesting of equity awards as stipulated in the 2012 Plan. In connection with the Merger, all outstanding share awards granted under the 2012 Plan, 209,906 options and 143,652 capped non-vested share units, were converted into 33,647,927 options and 23,027,399 capped non-vested share units of the Company, respectively, using the Common Exchange Ratio of 160.3 as described in Note 3. Upon conversion, the Company modified the terms of the equity awards by removing the performance condition of the occurrence of an initial public offering and similar transaction under the 2012 Plan, and adopted a new vesting schedule of one-third of the total number on each of the first, second and third anniversaries of the Closing Date (the “Modification”). The Modification was considered a Type III modification under the Accounting for Share-Based Payments (Topic 718), in which the original awards were canceled, and the modified awards were considered granted on the modification date. Post-modification stock-based compensation expense related to these new awards will be recognized over the remaining service period using modification date fair values. Following the Merger, no further awards will be granted under the 2012 Plan. All stock award activity was retroactively restated to reflect the conversion. On July 21, 2021, the stockholders of the Company approved the Microvast Holdings, Inc. 2021 Equity Incentive Plan (the “2021 Plan”), effective upon the Closing Date. The 2021 Plan provides for the grant of incentive and non-qualified stock option, restricted stock units, restricted share awards, stock appreciation awards, and cash-based awards to employees, directors, and consultants of the Company. Options awarded under the 2021 Plan expire no more than 10 years from the date of grant. The 2021 Plan reserves 5% of the fully-diluted shares of Common Stock outstanding immediately following the Closing Date (not including the shares underlying awards rolled over from the 2012 Plan) for issuance in accordance with the 2021 Plan’s terms. As of September 30, 2021, 76,956,754 shares of Common Stock was available under the 2021 Plan. Share options During the three months and nine months ended September 30, 2021, the Company recorded stock-based compensation expense of $10.2 million related to the option awards. The modification date fair value of the stock options was determined using the Binomial-Lattice Model with the following assumptions: After Exercise price (1) $ 4.37-6.28 Expected lives (years) (2) 4.5-9.4 Volatility (3) 47.6%-53.1 % Risk-free interest rate (4) 1.26-1.87 % Expected dividend yields (5) 0.00 % Weighted average fair value of options modified $ 4.70-5.36 (1) Exercise price Exercise price was extracted from option agreements (2) Expected lives Expected lives was derived from option agreements. (3) Volatility The volatility of the underlying common shares during the lives of the options was estimated based on the historical stock price volatility of comparable listed companies over a period comparable to the expected term of the options and the implied volatility of the Company. (4) Risk-free interest rate Risk-free interest rate was estimated based on the market yield of US Government Bond with maturity close to the expected term of the options, plus country risk spread. (5) Expected dividend yield The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. Share options -Continued Share options activity for the nine months ended September 30, 2020 and 2021 was as follows (all stock award activity was retroactively restated to reflect the conversion in July 2021): Share options life Number of Shares Weighted Average Exercise Price (US$) Weighted Average Grant Date Fair Value (US$) Weighted Average Remaining Contractual Outstanding as of January 1, 2020 7,578,503 $ 5.50 $ 2.14 7.1 Grant 27,874,727 6.27 3.06 Forfeited (1,196,158 ) 3.89 2.04 Outstanding as of September 30, 2020 34,257,072 $ 6.19 $ 2.90 9.2 Expected to vest and exercisable as of September 30, 2020 34,257,072 $ 6.19 $ 2.90 9.2 Outstanding as of January 1, 2021 34,737,967 6.19 2.92 9.0 Forfeited (1,186,220 ) 6.27 3.13 Outstanding as of September 30, 2021 33,551,747 $ 6.19 $ 4.95 8.2 Expected to vest and exercisable as of September 30, 2021 33,551,747 $ 6.19 $ 4.95 8.2 The total unrecognized equity-based compensation costs as of September 30, 2021 related to the stock options was $150.2 million, which is expected to be recognized over a weighted-average period of 8.2 years. The aggregate intrinsic value of the share options as of September 30, 2021 was $68,267. Capped Non-vested share units The capped non-vested shares units represent rights for the holder to receive cash determined by the number of shares granted multiplied by the lower of the fair market value and the capped price, which will be settled in the form of cash payments. The capped non-vested shares units were accounted for as liability classified awards. Upon conversion, the Company adjusted the terms of capped non-vested shares units outstanding as described above. The Company recorded stock-based compensation expense of $8.8 million related to these non-vested share units awards based on the fair value determined by the lower of stock market price and the capped price as of September 30, 2021. Non-vested share units activity for the nine months ended September 30, 2020 and 2021 was as follows (all award activity was retroactively restated to reflect the conversion in July 2021): Number on Weighted Average Grant Outstanding as of January 1, 2020 19,809,056 $ 0.90 Forfeited (71,494 ) $ 1.42 Transfer from non-vested shares 3,289,837 $ 1.14 Outstanding as of September 30, 2020 23,027,399 $ 0.93 Outstanding as of January 1, 2021 23,027,399 $ 0.93 Outstanding as of September 30, 2021 23,027,399 $ 6.27 The total unrecognized equity-based compensation costs as of September 30, 2021 related to the non-vested share units was $135.7 million. Restricted Stock Units Following the Merger, the Company granted 133,981 restricted stock units (“RSUs”) and 63,959 performance-based restricted stock unit (“PSU”) awards subject to service, performance and/or market conditions. The service condition requires the participant’s continued services or employment with the Company through the applicable vesting date, and the performance condition requires the achievement of the performance criteria defined in the award agreement. The market condition is based on is based on the Company’s TSR. For RSU awards with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. The fair value of RSUs is determined by the price of Common Stock at the grant date and is amortized over the vesting period on a straight-line basis. The fair value of PSU awards that include vesting based on market conditions are estimated using the Monte Carlo valuation method. Compensation cost for these awards is recognized based on the grant date fair value which is recognized over the vesting period on a straight-line basis. Accordingly, the Company recorded stock-based compensation expense of $135 related to these RSU awards and $31 related to these PSU awards during the nine months ended September 30, 2021. The following assumptions were used for respective period to calculate the fair value of common shares to be issued under TSR awards on the date of grant using the Monte Carlo pricing model: Nine Months Ended September 30, Expected term (years) (1) 2.35 Volatility (2) 63.06 % Average correlation coefficient of peer companies (3) 0.7960 Risk-free interest rate (4) 0.31 % Expected dividend yields (5) 0.00 % (1) Expected term Expected term was derived from award agreements. (2) Volatility The volatility of the underlying common shares during the lives of the awards was estimated based on the historical stock price volatility of comparable listed companies over a period comparable to the expected term of the awards. (3) Average correlation coefficient of peer companies The correlation coefficients are calculated based upon the price data used to calculate the historical volatilities and is used to model the way in which each entity tends to move in relation to its peers. (4) Risk-free interest rate Risk-free interest rate was estimated based on the market yield of US Government Bond with maturity close to the expected term of the options, plus country risk spread. (5) Expected dividend yield The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. The non-vested shares activity for the nine months ended September 30, 2020 and 2021 was as follows: Number of Weighted Outstanding as of January 1, 2020 3,289,837 $ 1.14 Transfer to non-vested share units (3,289,837 ) $ 1.14 Outstanding as of September 30, 2020 - - Outstanding as of January 1, 2021 - - Grant 197,940 $ 9.60 Vested (6,157 ) $ 8.52 Outstanding as of September 30, 2021 191,783 $ 9.63 The total unrecognized equity-based compensation costs as of September 30, 2021 related to the non-vested shares was $1.6 million. Series B2 Preferred subscribed by employees On October 30, 2015, the Company issued 79,107 Series B2 Preferred to certain employees of the Company. The Series B2 Preferred were issued for cash consideration of $366.00 per share (“Series B2 Award”) and all the Series B2 Preferred were fully paid on the date of issuance. The Series B2 Award shall vest with respect to one-fourth of the total number immediately upon the occurrence of a qualified IPO or Initial Vesting Date, and on each of the first, second and third anniversaries of the Initial Vesting Date; provided that through each applicable vesting date, the holder of the Series B2 Award remains employed with the Company. If a holder of the Series B2 Award terminates employment before the vesting, the Company could repurchase the Series B2 Preferred for a per share price equal to the lower of the original Series B2 Preferred subscription price or 70% of the fair market value of such Series B2 Preferred. The Company’s repurchase right upon employment termination is viewed as forfeiture and the Company accounted for the Series B2 Award as a stock option. As of December 31, 2020, 53,319 shares were legally issued and outstanding and the Company recorded a deposit liability of $21,792 at the per share price equal to the original Series B2 Preferred subscription price. Upon the Merger, the Series B2 Preferred were converted into 8,546,502 Common Stock, however, the Series B2 Award was not vested as the performance condition was not reached. In September 2021, the performance and service condition was exempted for the Series B2 holders and the awards were fully vested. The exemption of performance and service condition was considered a Type III modification under the Topic 718, in which the original awards were canceled, and the modified awards were considered granted on the modification date. Post-modification stock-based compensation expense related to these new awards of $39.2 million was recognized using modification date fair values determined based on the difference between the exercise price and Common Stock price on the modification date. Accordingly, the deposit liability was reclassified to equity upon the vesting. The following summarizes the classification of stock-based compensation: Three Months Ended Cost of sales $ 2,306 General and administrative 44,164 Research and development expenses 8,303 Selling and marketing expenses 3,518 Construction in process 103 Total $ 58,394 |
Mainland China Contribution Pla
Mainland China Contribution Plan | 9 Months Ended |
Sep. 30, 2021 | |
Retirement Benefits [Abstract] | |
MAINLAND CHINA CONTRIBUTION PLAN | 18. MAINLAND CHINA CONTRIBUTION PLAN Full time employees of the Group in the PRC participate in a government-mandated multiemployer defined contribution plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Group to accrue for these benefits based on certain percentages of the employees’ salaries. The total provisions for such employee benefits were $618 and $708 for three months ended September 30, 2020 and 2021, respectively. The total provisions for such employee benefits were $1,572 and $1,989 for nine months ended September 30, 2020 and 2021, respectively. |
Related Party Balances and Tran
Related Party Balances and Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | 19. RELATED PARTY BALANCES AND TRANSACTIONS Name Relationship with the Group Ochem Controlled by CEO Ochemate Controlled by CEO (1) Related party transaction Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Raw material sold to Ochem $ 11 $ 113 $ 11 $ 406 (2) Interest-free loans MPS received certain interest-free loans from related parties, Ochemate and Ochem, for the three months and nine months ended September 30, 2020 and 2021 with accumulative amounts of $7,607 and nil The outstanding balance for the amount due from Ochem was nil |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 20. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Three Months Ended September 30, Nine Months Ended 2020 2021 2020 2021 Numerator: Net loss attributable to ordinary shareholders $ (21,944 ) $ (120,003 ) $ (64,557 ) $ (187,464 ) Denominator: Weighted average ordinary shares outstanding used in computing basic and diluted net loss per share 99,028,297 243,861,780 99,028,297 147,836,650 Basic and diluted net loss per share $ (0.22 ) $ (0.49 ) $ (0.65 ) $ (1.27 ) For the three and nine months ended September 30, 2020 and 2021, the following shares outstanding were excluded from the calculation of diluted net loss per ordinary share, as their inclusion would have been anti-dilutive for the periods prescribed. Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Shares issuable upon exercise of share options 26,228,125 33,641,132 16,854,262 33,869,470 Shares issuable upon vesting of non-vested shares - 98,094 365,484 33,093 Shares issuable upon exercise of warrants - 21,327,750 - 7,187,374 Shares issuable upon conversion of Series B2 Preferred 8,545,490 7,153,219 8,545,490 8,076,300 Shares issuable upon conversion of Series C1 Preferred 26,757,258 6,398,475 26,757,258 19,896,422 Shares issuable upon conversion of Series C2 Preferred 20,249,450 4,842,260 20,249,450 15,057,284 Shares issuable upon conversion of Series D1 Preferred 22,311,516 5,335,362 22,311,516 16,590,614 Shares issuable upon conversion of Series D2 Preferred 6,719,845 1,606,919 6,719,845 4,996,808 Shares issuable upon conversion of non-controlling interests of a subsidiary 17,253,182 4,125,761 17,253,182 12,829,289 Shares issuable upon vesting of Earn-out shares - 14,999,991 - 5,054,942 Shares issuable that may be subject to cancellation - 1,265,625 - 426,511 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 21. COMMITMENTS AND CONTINGENCIES Litigation ● Mr. Smith On September 4, 2017, Matthew Smith, a former employee of the Company, sent a demand letter to the Company alleging claims for breach of contract (involving stock options) and discrimination. On October 5, 2017, Mr. Smith filed a charge of discrimination with the United States Equal Employment Opportunity Commission (“EEOC”) alleging the same discrimination claims and also claiming his employment was terminated in retaliation for his prior discrimination complaints. On September 18, 2019, EEOC dismissed Matthew Smith’s claim in its entirety and stated that “No finding is made as to any other issues that might be constructed as having been raised by this charge.” On February 5, 2018, Mr. Smith filed suit against the Company asserting claims for breach of contract and asserting discrimination and retaliation claims. In this action, Mr. Smith seeks the following relief: (1) a declaration that he owns 2,600 ordinary shares and (2) various damages and other equitable remedies over $1,000. The Company has denied all allegations and wrongful conduct. On November 11, 2021, the case was reset on the court’s docket, which will postpone the trial from November 2021 until early 2022. The outcome of any litigation is inherently uncertain and the amount of potential loss if any, associated with the resolution of such litigation, cannot be reasonably estimated. As such, no accrual for contingency loss was recorded in the consolidated financial statements for the three and nine months ended September 30, 2020 and 2021. Capital commitments Capital commitments for construction of property and purchase of property, plant and equipment were $46,144 as of September 30, 2021, which is mainly for the construction of the lithium battery production line. Lease commitments Future minimum payments under lease commitments as of September 30, 2021 were as follows: 2021 Three months period ending December 31, 2021 $ 1,004 2022 3,865 2023 3,310 2024 2,535 2025 2,111 2026 2,111 Thereafter 19,100 Total Lease Liabilities $ 34,036 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 22. SUBSEQUENT EVENTS New RSU and PSU Grants On October 27, 2021, the Company granted 265,399 RSUs and 265,399 PSUs to employees, subject to service and market conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date, and the market condition requires that the Company’s Common Stock subsequent to the grant date above a specified level for a defined period of time. Acquisition of Building In October 2021, the Group acquired a building in Florida, United States, at the cost of $11.0 million for research and development projects. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation and use of estimates | Basis of presentation and use of estimates The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Security and Exchange Commission and U.S. generally accepted accounting standards (“U.S. GAAP”) for interim financial reporting. Accordingly, certain information and disclosures normally included in the notes to the annual financial statements prepared in accordance with U.S. GAAP have been omitted from these interim financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the period ended December 31, 2020 included in the Company’s Current Report on Form 8-K filed with the SEC on July 28, 2021 and as amended and filed with the SEC on August 16, 2021, which provides a more complete discussion of the Company’s accounting policies and certain other information. In the opinion of the management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (which include normal recurring adjustments) necessary for a fair statement of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending December 31, 2021. The financial information as of December 31, 2020 included on the condensed consolidated balance sheets is derived from the Group’s audited consolidated financial statements for the year ended December 31, 2020. Other than the policies noted below, there have been no significant changes to the significant accounting policies disclosed in Note 2 of the audited consolidated financial statements as of December 31, 2020 and 2019 and for the years ended December 31, 2020, 2019, and 2018. Significant accounting estimates reflected in the Group’s financial statements include allowance for doubtful accounts, provision for obsolete inventories, impairment of long-lived assets, valuation allowance for deferred tax assets, product warranties, fair value measurement of the convertible promissory notes, fair value measurement of warrant liability and share based compensation. All intercompany transactions and balances have been eliminated upon consolidation. On July 23, 2021 (the “Closing Date”), Tuscan Holdings Corp. (“Tuscan”), consummated the previously announced merger with Microvast, Inc., a Delaware corporation, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated February 1, 2021, between Tuscan, Microvast, Inc. and TSCN Merger Sub Inc., a Delaware corporation (“Merger Sub”), pursuant to which the Merger Sub merged with and into Microvast, Inc., with Microvast, Inc. surviving the merger (the “Merger,” and, collectively with the other transactions described in the Merger Agreement, the “Reverse Recapitalization”). As a result of the Merger, Tuscan was renamed “Microvast Holdings, Inc.” The Merger is accounted for as a reverse recapitalization as Microvast, Inc. was determined to be the accounting acquirer under Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). Please refer to Note 3 “Reverse Recapitalization” for further details of the Merger. |
Emerging Growth Company | Emerging Growth Company Pursuant to the JOBS Act, an emerging growth company may adopt new or revised accounting standards that may be issued by FASB or the SEC either (i) within the same periods as those otherwise applicable to non-emerging growth companies or (ii) within the same time periods as private companies. The Company intends to take advantage of the exemption for complying with new or revised accounting standards within the same time periods as private companies. Accordingly, the information contained herein may be different than the information provided by other public companies. The Company also intends to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as the Company qualifies as an emerging growth company, including, but not limited to, an exemption from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments. |
Revenue recognition | Revenue recognition Nature of Goods and Services The Group’s revenue consists primarily of sales of lithium batteries. The obligation of the Group is providing the electronic power products. Revenue is recognized at the point of time when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Group expects to be entitled to in exchange for the goods or services. Disaggregation of revenue For the three months ended September 30, 2020 and 2021, the Group derived revenues of $23,945 and $31,792 from the Asia & Pacific region, $6,446 and $4,908 from Europe and $362 and $194 from other geographic regions where the customers are located, respectively. For the nine months ended September 30, 2020 and 2021, the Group derived revenues of $42,632 and $73,360 from the Asia & Pacific region, $16,376 and $11,466 from Europe and $392 and $378 from other geographic regions where the customers are located, respectively. Contract balances Contract balances include accounts receivable and advances from customers. Accounts receivable represent cash not received from customers and are recorded when the rights to consideration is unconditional. The allowance for doubtful accounts reflects the best estimate of probable losses inherent to the accounts receivable balance. Contract liabilities, recorded in advance from customers in the consolidated balance sheet, represent payment received in advance or payment received related to a material right provided to a customer to acquire additional goods or services at a discount in a future period. During the three months ended September 30, 2020 and 2021, the Group recognized $13 and $60 of revenue previously included in advance from customers as of July 1, 2020 and July 1, 2021, respectively. During the nine months ended September 30, 2020 and 2021, the Group recognized $459 and $1,381 of revenue previously included in advance from customers as of January 1, 2020 and January 1, 2021, respectively, which consist of payments received in advance related to its sales of lithium batteries. |
Share-based compensation | Share-based compensation Share-based payment transactions with employees are measured based on the grant date fair value of the equity instrument and recognized as compensation expense on a straight-line basis over the requisite service period, with a corresponding impact reflected in additional paid-in capital. For share-based awards granted with performance condition, the compensation cost is recognized when it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance condition at the end of each reporting date and records a cumulative catch-up adjustment for any changes to its assessment. For performance-based awards with a market condition, such as awards based on total shareholder return (“TSR”), compensation expense is recognized on a straight-line basis over the estimated service period of the award, regardless of whether the market condition is satisfied. Forfeitures are recognized as they occur. Liability-classified awards are remeasured at their fair-value-based measurement as of each reporting date until settlement. |
Warrant Liability | Warrant Liability The Company accounts for warrants in accordance with the guidance contained in ASC 815-40 under which the warrants do not meet the criteria for equity treatment and must be recorded as liabilities. As the Private Warrants (as defined below) meet the definition of a derivative as contemplated in ASC 815, the Company classifies the Private Warrants as liabilities. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the condensed statements of operations. The Private Warrants are valued using a Monte Carlo simulation model on the basis of the quoted market price of Public Warrants. |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of business combination the ownership interests of the company’s stockholders | Shares Existing Microvast Equity Holders (a) 209,999,991 Existing Microvast Convertible Noteholders 6,736,106 Tuscan public stockholders 27,493,140 Sponsor Group (b)(c) 7,608,589 EarlyBirdCapital 428,411 PIPE investors immediately after Merger 48,250,000 Common Stock 300,516,237 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | December 31, September 30, Accounts receivable $ 81,345 $ 72,039 Allowance for doubtful accounts (5,047 ) (4,796 ) Accounts receivable, net $ 76,298 $ 67,243 |
Schedule of allowance for doubtful accounts | Three Months Ended Nine Months Ended 2020 2021 2020 2021 Balance at beginning of the period $ 4,534 $ 4,743 $ 5,537 $ 5,047 Charge to expenses 2 457 (861 ) 261 Write off - (415 ) - (546 ) Exchange difference 173 11 33 34 Balance at end of the period $ 4,709 $ 4,796 $ 4,709 $ 4,796 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | December 31, September 30, Work in process $ 22,167 $ 18,222 Raw materials 17,451 20,725 Finished goods 5,350 8,873 Total $ 44,968 $ 47,820 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of receivables represented the amount available for future deduction against VAT payable | December 31, September 30, Advances to suppliers $ 2,117 $ 4,681 Other receivables 688 6,330 VAT receivables 2,471 1,207 Deposits 746 746 Total $ 6,022 $ 12,964 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | December 31, September 30, Payables to exiting investors $ 30,000 $ - Payables for purchase of property, plant and equipment 15,122 13,017 Product warranty 4,296 18,690 Other current liabilities 3,959 8,469 Accrued payroll and welfare 2,704 2,818 Interest payable 1,379 2,674 Accrued expenses 1,696 1,972 Other tax payable 1,472 425 Total $ 60,628 $ 48,065 |
Product Warranty (Tables)
Product Warranty (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Product Warranties Disclosures [Abstract] | |
Schedule of movement of product warranty | Three Months Ended Nine Months Ended 2020 2021 2020 2021 Balance at beginning of the period $ 17,358 $ 25,543 $ 18,416 $ 19,356 Provided for new sales during the period 1,517 1,498 2,468 3,761 Provided for pre-existing legacy product - 34,055 - 40,849 Utilized during the period (313 ) (9,229 ) (2,322 ) (12,099 ) Balance at end of the period $ 18,562 $ 51,867 $ 18,562 $ 51,867 |
Schedule of warranty cost | December 31, September 30, Product warranty – current $ 4,296 $ 18,690 Product warranty – non-current 15,060 33,177 Total $ 19,356 $ 51,867 |
Bank Borrowings (Tables)
Bank Borrowings (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Bank Borrowings [Abstract] | |
Schedule of bank borrowings | Three Months Ended Nine Months Ended 2020 2021 2020 2021 Beginning balance $ 9,412 $ 26,458 $ 11,922 $ 12,184 Proceeds from bank borrowings 5,757 - 15,230 26,603 Repayments of principal (5,696 ) (3,400 ) (17,590 ) (15,665 ) Exchange difference 321 (207 ) 232 (271 ) Ending balance $ 9,794 $ 22,851 $ 9,794 $ 22,851 |
Schedule of banking facilities and aggregate carrying amount | December 31, September 30, Buildings $ 22,732 $ 31,479 Machinery and equipment 19,297 17,173 Land use rights 2,789 4,448 Total $ 44,818 $ 53,100 |
Other Non-Current Liabilities (
Other Non-Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Non-Current Liabilities [Abstract] | |
Schedule of other non-current liabilities | December 31, September 30, Payable to exiting investors $ 94,316 $ - Product warranty - non-current 15,060 33,177 Deferred subsidy income- non-current 1,221 2,334 Total $ 110,597 $ 35,511 |
Bonds Payable (Tables)
Bonds Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Bonds Payable [Abstract] | |
Schedule of bonds payable | December 31, September 30, Bonds payable Third-party investors $ 29,915 $ - Total $ 29,915 $ - Long–term bonds payable Huzhou Saiyuan $ 73,147 $ 73,147 Total $ 73,147 $ 73,147 |
Schedule of repayments and interests | Issuance Date Subscribed Amount Maturity Date Repayment Amount Annual February 1, 2019 $29,259 (RMB200 million) June 30, 2023 $29,259 (RMB200 million) 3%~4% December 31, 2018 $29,259 (RMB200 million) April 28, 2024 $14,629 (RMB100 million) 0%~4% July 11, 2024 $7,315 (RMB50 million) 0%~4% October 1, 2024 $7,315 (RMB50 million) 0%~4% January 1, 2020 $14,629 (RMB100 million) April 13, 2026 $14,629 (RMB100 million) 3%~4% |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants [Abstract] | |
Schedule of under the Binomial-Lattice Model (“BLM”) that assumes optimal exercise of the Company’s redemption option | July 23, September 30, Market price of public stock $ 10.00 $ 8.22 Exercise price $ 11.50 $ 11.50 Expected term (years) 5.00 4.82 Volatility 54.14 % 52.80 % Risk-free interest rate 0.72 % 0.94 % Dividend rate 0.00 % 0.00 % |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements of group’s assets and liabilities of recurring basis | Fair Value Measurement as of December 31, 2020 (In thousands) Quoted Prices in Active Market for Identical Assets (Level 1) Significant Other Significant Unobservable Inputs Total Cash and cash equivalents $ 21,496 - - $ 21,496 Restricted cash 19,700 - - 19,700 Total $ 41,196 - - $ 41,196 Fair Value Measurement as of September 30, 2021 (In thousands) Quoted Prices in Active Market for Identical Assets Significant Other Significant Unobservable Inputs Total Cash and cash equivalents $ 572,609 - - $ 572,609 Restricted cash 39,900 - - 39,900 Total financial asset $ 612,509 - - $ 612,509 Warrant liability $ - - 2,461 $ 2,461 Total financial liability $ - - 2,461 $ 2,461 |
Schedule of reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis | (In thousands) Convertible Notes Balance as of January 1, 2021 $ - Issuance of convertible notes 57,500 Changes in fair value of convertible notes 9,861 Conversion as of Merger (67,361 ) Balance as of September 30, 2021 $ - |
Schedule of reconciliation of the beginning and ending balances for Level 3 warrant liability | (In thousands) Warrant Balance as of January 1, 2021 $ - Assumed warrant liability upon Merger 3,574 Changes in fair value (1,113 ) Balance as of September 30, 2021 $ 2,461 |
Preferred Shares (Tables)
Preferred Shares (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Preferred Shares [Abstract] | |
Schedule of preferred shares issued and outstanding | Preferred Shares Number of Shareholders Series C1 Preferred 26,757,258 Ashmore Global Special Situations Fund 4 Limited Partnership and Ashmore Global Special Situations Fund 5 Limited Partnership (“Ashmore”) and International Finance Corporation (“IFC”) Series C2 Preferred 20,249,450 Ashmore Cayman SPC Limited (“Ashmore Cayman”) and IFC Series D1 Preferred 22,311,516 Evergreen Ever Limited (“EEL”) Total 69,318,224 |
Schedule of balance of Series Preferred and redeemable noncontrolling interests | (In thousands) Series C1 Series C2 Series D1 Redeemable Balance as of January 1, 2020 $ 76,684 $ 73,100 $ 127,935 $ 80,561 Accretion 2,923 6,650 13,986 7,681 Ending balance as of September 30, 2020 $ 79,607 $ 79,750 $ 141,921 $ 88,242 Balance as of January 1, 2021 $ 80,581 $ 81,966 $ 146,583 $ 90,820 Accretion from January 1 to July 23 2,257 5,132 10,708 5,841 Conversion as of Merger (82,838 ) (87,098 ) (157,291 ) (96,661 ) Ending balance as of September 30, 2021 $ - $ - $ - $ - |
Share-based payment (Tables)
Share-based payment (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of stock option activity plan | After Exercise price (1) $ 4.37-6.28 Expected lives (years) (2) 4.5-9.4 Volatility (3) 47.6%-53.1 % Risk-free interest rate (4) 1.26-1.87 % Expected dividend yields (5) 0.00 % Weighted average fair value of options modified $ 4.70-5.36 Nine Months Ended September 30, Expected term (years) (1) 2.35 Volatility (2) 63.06 % Average correlation coefficient of peer companies (3) 0.7960 Risk-free interest rate (4) 0.31 % Expected dividend yields (5) 0.00 % |
Schedule of effective time fair value of the stock options was determined using the BLM | Share options life Number of Shares Weighted Average Exercise Price (US$) Weighted Average Grant Date Fair Value (US$) Weighted Average Remaining Contractual Outstanding as of January 1, 2020 7,578,503 $ 5.50 $ 2.14 7.1 Grant 27,874,727 6.27 3.06 Forfeited (1,196,158 ) 3.89 2.04 Outstanding as of September 30, 2020 34,257,072 $ 6.19 $ 2.90 9.2 Expected to vest and exercisable as of September 30, 2020 34,257,072 $ 6.19 $ 2.90 9.2 Outstanding as of January 1, 2021 34,737,967 6.19 2.92 9.0 Forfeited (1,186,220 ) 6.27 3.13 Outstanding as of September 30, 2021 33,551,747 $ 6.19 $ 4.95 8.2 Expected to vest and exercisable as of September 30, 2021 33,551,747 $ 6.19 $ 4.95 8.2 |
Schedule non-vested shares activity | Number on Weighted Average Grant Outstanding as of January 1, 2020 19,809,056 $ 0.90 Forfeited (71,494 ) $ 1.42 Transfer from non-vested shares 3,289,837 $ 1.14 Outstanding as of September 30, 2020 23,027,399 $ 0.93 Outstanding as of January 1, 2021 23,027,399 $ 0.93 Outstanding as of September 30, 2021 23,027,399 $ 6.27 Number of Weighted Outstanding as of January 1, 2020 3,289,837 $ 1.14 Transfer to non-vested share units (3,289,837 ) $ 1.14 Outstanding as of September 30, 2020 - - Outstanding as of January 1, 2021 - - Grant 197,940 $ 9.60 Vested (6,157 ) $ 8.52 Outstanding as of September 30, 2021 191,783 $ 9.63 |
Schedule of classification of stock-based compensation | Three Months Ended Cost of sales $ 2,306 General and administrative 44,164 Research and development expenses 8,303 Selling and marketing expenses 3,518 Construction in process 103 Total $ 58,394 |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of relationship with the group | Name Relationship with the Group Ochem Controlled by CEO Ochemate Controlled by CEO |
Schedule of related party transactions | Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Raw material sold to Ochem $ 11 $ 113 $ 11 $ 406 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net loss per share | Three Months Ended September 30, Nine Months Ended 2020 2021 2020 2021 Numerator: Net loss attributable to ordinary shareholders $ (21,944 ) $ (120,003 ) $ (64,557 ) $ (187,464 ) Denominator: Weighted average ordinary shares outstanding used in computing basic and diluted net loss per share 99,028,297 243,861,780 99,028,297 147,836,650 Basic and diluted net loss per share $ (0.22 ) $ (0.49 ) $ (0.65 ) $ (1.27 ) |
Schedule of shares outstanding were excluded from the calculation of diluted net loss per ordinary share | Three Months Ended September 30, Nine Months Ended September 30, 2020 2021 2020 2021 Shares issuable upon exercise of share options 26,228,125 33,641,132 16,854,262 33,869,470 Shares issuable upon vesting of non-vested shares - 98,094 365,484 33,093 Shares issuable upon exercise of warrants - 21,327,750 - 7,187,374 Shares issuable upon conversion of Series B2 Preferred 8,545,490 7,153,219 8,545,490 8,076,300 Shares issuable upon conversion of Series C1 Preferred 26,757,258 6,398,475 26,757,258 19,896,422 Shares issuable upon conversion of Series C2 Preferred 20,249,450 4,842,260 20,249,450 15,057,284 Shares issuable upon conversion of Series D1 Preferred 22,311,516 5,335,362 22,311,516 16,590,614 Shares issuable upon conversion of Series D2 Preferred 6,719,845 1,606,919 6,719,845 4,996,808 Shares issuable upon conversion of non-controlling interests of a subsidiary 17,253,182 4,125,761 17,253,182 12,829,289 Shares issuable upon vesting of Earn-out shares - 14,999,991 - 5,054,942 Shares issuable that may be subject to cancellation - 1,265,625 - 426,511 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum payments under lease commitments | ● Mr. Smith 2021 Three months period ending December 31, 2021 $ 1,004 2022 3,865 2023 3,310 2024 2,535 2025 2,111 2026 2,111 Thereafter 19,100 Total Lease Liabilities $ 34,036 |
Significant Accounting Polici_2
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Significant Accounting Policies (Details) [Line Items] | ||||
Revenue | $ 36,894 | $ 30,753 | $ 85,204 | $ 59,400 |
Revenue recognized | 60 | 13 | 1,381 | 459 |
Asia & Pacific [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Revenue | 31,792 | 23,945 | 73,360 | 42,632 |
Europe [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Revenue | 4,908 | 6,446 | 11,466 | 16,376 |
Other Geographic Regions [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Revenue | $ 194 | $ 362 | $ 378 | $ 392 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2021 | Jul. 23, 2021 | |
Reverse Recapitalization (Details) [Line Items] | ||
Purchase price, per share (in Dollars per share) | $ 10 | |
Aggregate purchase price | $ 482.5 | |
Description of exchange ratio | Each of the options to purchase Microvast, Inc.’s common stock that was outstanding before the Merger was converted into options to acquire Common Stock by computing the number of shares and converting the exercise price based on the exchange ratio of 160.3 (the “Common Exchange Ratio”). Refer to Note 17. | |
Additional shares of common stock (in Shares) | 19,999,988 | |
Weighted average price of the common stock (in Dollars per share) | $ 18 | |
Common stock receiving a per share (in Dollars per share) | $ 18 | |
Framework agreement description | (1) the CL Investors waived their convertible loans issued on November 2, 2018, by MPS, in exchange for 6,719,845 shares of Common Stock of the Company and (2) the MPS minority investors waived their rights in MPS's equity in exchange for 17,253,182 shares of Common Stock of the Company (refer to Note 14). | |
Shares subject to cancellation (in Shares) | 1,687,500 | |
Proceeds from contributions | $ 708.4 | |
Cash held in tuscan’s trust account | 281.7 | |
Net of redemptions | 0.9 | |
Cash in connection with the PIPE financing | 482.5 | |
Transaction costs | $ 58.3 | |
Cancellation condition description | (i) 50% of 1,687,500 shares shall be cancelled if the last sale price of the Common Stock does not equal or exceed $12.00 per share for any 20 trading days within any 30-trading day period prior to the fifth anniversary of the Closing, and (ii) 50% of 1,687,500 shares shall be cancelled if the last sale price of the Common Stock does not equal or exceed $15.00 per share for any 20 trading days within any 30-trading day period prior to the fifth anniversary of the Closing. | |
Escrow shares (in Shares) | 1,687,500 | |
Microvast Inc [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Merger agreement description (in Shares) | 209,999,991 | |
Bridge Notes [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Outstanding promissory notes issued | $ 57.5 | |
Merger agreement description (in Shares) | 6,736,106 | |
PIPE Investors [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Merger agreement description (in Shares) | 48,250,000 | |
Sponsor [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Private placement unit (in Shares) | 150,000 | |
Conversion of notes payable | $ 1.5 | |
Purchase of common stock (in Shares) | 150,000 | |
Warrant exercise price (in Dollars per share) | $ 11.5 | |
Common Stock [Member] | Sponsor [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Private placement unit (in Shares) | 150,000 | |
Additional Paid-in Capital [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Transaction costs | $ 15.5 | |
Initial Public Offering [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Transaction costs | $ 42.8 |
Reverse Recapitalization (Det_2
Reverse Recapitalization (Details) - Schedule of business combination the ownership interests of the company’s stockholders | Sep. 30, 2021shares | |
Schedule of business combination the ownership interests of the company’s stockholders [Abstract] | ||
Existing Microvast Equity Holders | 209,999,991 | [1] |
Existing Microvast Convertible Noteholders | 6,736,106 | |
Tuscan public stockholders | 27,493,140 | |
Sponsor Group | 7,608,589 | [2],[3] |
EarlyBirdCapital | 428,411 | |
PIPE investors immediately after Merger | 48,250,000 | |
Common Stock | 300,516,237 | |
[1] | Excludes the Earn-Out Shares, but is inclusive of the shares being issued pursuant to the Framework Agreement to the CL Investors and MPS minority investors. | |
[2] | Includes 1,687,500 shares that may be subject to cancellation in accordance with the amended escrow agreement. | |
[3] | The Sponsor Group includes Common Stock owned by the Sponsor, Stefan M. Selig, Richard O. Rieger and Amy Butte. |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of accounts receivable - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable | $ 72,039 | $ 81,345 |
Allowance for doubtful accounts | (4,796) | (5,047) |
Accounts receivable, net | $ 67,243 | $ 76,298 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Schedule of allowance for doubtful accounts - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of allowance for doubtful accounts [Abstract] | ||||
Balance at beginning of the period | $ 4,743 | $ 4,534 | $ 5,047 | $ 5,537 |
Charge to expenses | 457 | 2 | 261 | (861) |
Write off | (415) | (546) | ||
Exchange difference | 11 | 173 | 34 | 33 |
Balance at end of the period | $ 4,796 | $ 4,709 | $ 4,796 | $ 4,709 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | ||||
Provision for obsolete inventories | $ 6,569 | $ 680 | $ 12,667 | $ 1,326 |
Inventories, Net (Details) - Sc
Inventories, Net (Details) - Schedule of Inventories - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Inventories [Abstract] | ||
Work in process | $ 18,222 | $ 22,167 |
Raw materials | 20,725 | 17,451 |
Finished goods | 8,873 | 5,350 |
Total | $ 47,820 | $ 44,968 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of receivables represented the amount available for future deduction against VAT payable - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of receivables represented the amount available for future deduction against VAT payable [Abstract] | ||
Advances to suppliers | $ 4,681 | $ 2,117 |
Other receivables | 6,330 | 688 |
VAT receivables | 1,207 | 2,471 |
Deposits | 746 | 746 |
Total | $ 12,964 | $ 6,022 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of accrued expenses and other current liabilities [Abstract] | ||
Payables to exiting investors | $ 30,000 | |
Payables for purchase of property, plant and equipment | 13,017 | 15,122 |
Product warranty | 18,690 | 4,296 |
Other current liabilities | 8,469 | 3,959 |
Accrued payroll and welfare | 2,818 | 2,704 |
Interest payable | 2,674 | 1,379 |
Accrued expenses | 1,972 | 1,696 |
Other tax payable | 425 | 1,472 |
Total | $ 48,065 | $ 60,628 |
Product Warranty (Details)
Product Warranty (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Product Warranties Disclosures [Abstract] | |
Estimate additional accrual amount | $ 34.1 |
Product Warranty (Details) - Sc
Product Warranty (Details) - Schedule of movement of product warranty - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of movement of product warranty [Abstract] | ||||
Balance at beginning of the period | $ 25,543 | $ 17,358 | $ 19,356 | $ 18,416 |
Provided for new sales during the period | 1,498 | 1,517 | 3,761 | 2,468 |
Provided for pre-existing legacy product | 34,055 | 40,849 | ||
Utilized during the period | (9,229) | (313) | (12,099) | (2,322) |
Balance at end of the period | $ 51,867 | $ 18,562 | $ 51,867 | $ 18,562 |
Product Warranty (Details) - _2
Product Warranty (Details) - Schedule of warranty cost - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of warranty cost [Abstract] | ||
Product warranty – current | $ 18,690 | $ 4,296 |
Product warranty – non-current | 33,177 | 15,060 |
Total | $ 51,867 | $ 19,356 |
Bank Borrowings (Details)
Bank Borrowings (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Bank Borrowings [Abstract] | ||
Debt instrument term, description | The original terms of the loans from Chinese banks range from 6 to 12 months and the interest rates range from 5.00% to 6.00% per annum. | |
Loan balance | $ 13,191 | |
Bank facility agreement, description | the German bank includes a $13.0 million (EUR11 million) 8-year maturity term loan and a $4.7 million (EUR4 million) revolving facility (“German Bank Facility Agreement”). The interest rate of the 8-year maturity term loan is EURIBOR plus a margin rate determined by the financial leverage ratio of the Group. The $4.7 million (EUR4 million) revolving facility at 6.00% annual interest, needs to be renewed every year (60 days in advance). During the nine months ended September 30, 2021, the Group drew down the 8-year maturity term loan to the amount of $9,660. | |
Guarantee to secure certain loan | $ 20,874 |
Bank Borrowings (Details) - Sch
Bank Borrowings (Details) - Schedule of bank borrowings - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of bank borrowings [Abstract] | ||||
Beginning balance | $ 26,458 | $ 9,412 | $ 12,184 | $ 11,922 |
Proceeds from bank borrowings | 5,757 | 26,603 | 15,230 | |
Repayments of principal | (3,400) | (5,696) | (15,665) | (17,590) |
Exchange difference | (207) | 321 | (271) | 232 |
Ending balance | $ 22,851 | $ 9,794 | $ 22,851 | $ 9,794 |
Bank Borrowings (Details) - S_2
Bank Borrowings (Details) - Schedule of banking facilities and aggregate carrying amount - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Schedule of banking facilities and aggregate carrying amount [Abstract] | ||
Buildings | $ 31,479 | $ 22,732 |
Machinery and equipment | 17,173 | 19,297 |
Land use rights | 4,448 | 2,789 |
Total | $ 53,100 | $ 44,818 |
Other Non-Current Liabilities_2
Other Non-Current Liabilities (Details) - Schedule of other Non-Current Liabilities - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of other Non-Current Liabilities [Abstract] | ||
Payable to exiting investors | $ 94,316 | |
Product warranty - non-current | 33,177 | 15,060 |
Deferred subsidy income- non-current | 2,334 | 1,221 |
Total | $ 35,511 | $ 110,597 |
Bonds Payable (Details)
Bonds Payable (Details) $ in Thousands, ¥ in Millions | Jan. 04, 2021USD ($) | Feb. 01, 2019USD ($) | Feb. 01, 2019CNY (¥) | Jan. 09, 2019USD ($) | Jan. 09, 2019CNY (¥) | Nov. 02, 2018USD ($) | Nov. 02, 2018CNY (¥) | Jun. 30, 2022 | Jul. 23, 2021shares | Feb. 28, 2021USD ($) | Jan. 31, 2021USD ($) | Dec. 29, 2018USD ($) | Dec. 29, 2018CNY (¥) | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CNY (¥) | Sep. 30, 2021CNY (¥) |
Bonds Payable (Details) [Line Items] | ||||||||||||||||||
Bond loan | ¥ 200 | $ 14,629 | ¥ 100 | $ 87,776 | ¥ 600 | |||||||||||||
Converted from the existing non interest bearing loan | $ 29,259 | ¥ 200 | ||||||||||||||||
Equity holding pledged percentage | 12.39% | 12.39% | ||||||||||||||||
Previous converted bond loan | $ 29,259 | $ 29,259 | ¥ 200 | |||||||||||||||
Subscribed bonds, description | If the subscribed bonds are not repaid by the maturity date, Huzhou Saiyuan has the right to dispose of the equity interests pledged by the Company in proportion to the amount of matured bonds, or convert the bond to the equity interests of MPS within 60 days after the maturity date. If Huzhou Saiyuan decides to convert the bonds to equity interests of MPS, the equity interests pledged would be released and the convertible bonds should be converted to the equity interest of MPS based on the entity value of MPS at $950,000. | |||||||||||||||||
Aggregate amount of bond loan | $ 73,147 | ¥ 500 | ||||||||||||||||
Subscribed by bond holders | $ 29,915 | ¥ 204.5 | ||||||||||||||||
Shares of common stock (in Shares) | shares | 6,719,845 | |||||||||||||||||
Purchase agreement to issue convertible promissory note amount | $ 57,500 | |||||||||||||||||
Discounted rate | 90.00% | |||||||||||||||||
Changes in fair value | $ 9,861 | |||||||||||||||||
Convertible promissory notes converted common stock shares (in Shares) | shares | 6,736,106 | |||||||||||||||||
Huzhou Saiyuan [Member] | ||||||||||||||||||
Bonds Payable (Details) [Line Items] | ||||||||||||||||||
Outstanding balance | $ 73,147 | $ 73,147 | ¥ 500 | |||||||||||||||
Third Party Investors [Member] | ||||||||||||||||||
Bonds Payable (Details) [Line Items] | ||||||||||||||||||
Aggregate amount of bond loan | $ 58,516 | ¥ 400 | ||||||||||||||||
First Tranche [Member] | ||||||||||||||||||
Bonds Payable (Details) [Line Items] | ||||||||||||||||||
Convertible promissory notes issued amount | $ 25,000 | |||||||||||||||||
Discounted rate | 80.00% | |||||||||||||||||
Second Tranche [Member] | ||||||||||||||||||
Bonds Payable (Details) [Line Items] | ||||||||||||||||||
Convertible promissory notes issued amount | $ 32,500 | |||||||||||||||||
Convertible Notes [Member] | ||||||||||||||||||
Bonds Payable (Details) [Line Items] | ||||||||||||||||||
Changes in fair value | $ 3,018 | |||||||||||||||||
Forecast [Member] | ||||||||||||||||||
Bonds Payable (Details) [Line Items] | ||||||||||||||||||
Interest rate | 6.00% |
Bonds Payable (Details) - Sched
Bonds Payable (Details) - Schedule of bonds payable - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Bonds payable | ||
Bonds payable, Total | $ 29,915 | |
Long–term bonds payable | ||
Long-term bonds payable, Total | 73,147 | 73,147 |
Third-party investors [Member] | ||
Bonds payable | ||
Bonds payable, Total | 29,915 | |
Huzhou Saiyuan [Member] | ||
Long–term bonds payable | ||
Long-term bonds payable, Total | $ 73,147 | $ 73,147 |
Bonds Payable (Details) - Sch_2
Bonds Payable (Details) - Schedule of repayments and interests - 9 months ended Sep. 30, 2021 $ in Thousands, ¥ in Millions | USD ($) | CNY (¥) |
June 30, 2023 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Issuance Date | Feb. 1, 2019 | Feb. 1, 2019 |
Subscribed Amount (in Dollars and Yuan Renminbi) | $ 29,259 | ¥ 200 |
Maturity Date | Jun. 30, 2023 | Jun. 30, 2023 |
Repayment Amount (in Dollars and Yuan Renminbi) | $ 29,259 | ¥ 200 |
April 28, 2024 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Issuance Date | Dec. 31, 2018 | Dec. 31, 2018 |
Subscribed Amount (in Dollars and Yuan Renminbi) | $ 29,259 | ¥ 200 |
Maturity Date | Apr. 28, 2024 | Apr. 28, 2024 |
Repayment Amount (in Dollars and Yuan Renminbi) | $ 14,629 | ¥ 100 |
July 11, 2024 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Maturity Date | Jul. 11, 2024 | Jul. 11, 2024 |
Repayment Amount (in Dollars and Yuan Renminbi) | $ 7,315 | ¥ 50 |
October 1, 2024 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Maturity Date | Oct. 1, 2024 | Oct. 1, 2024 |
Repayment Amount (in Dollars and Yuan Renminbi) | $ 7,315 | ¥ 50 |
April 13, 2026 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Issuance Date | Jan. 1, 2020 | Jan. 1, 2020 |
Subscribed Amount (in Dollars and Yuan Renminbi) | $ 14,629 | ¥ 100 |
Maturity Date | Apr. 13, 2026 | Apr. 13, 2026 |
Repayment Amount (in Dollars and Yuan Renminbi) | $ 14,629 | ¥ 100 |
Minimum [Member] | June 30, 2023 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Annual Interest Rate | 3.00% | 3.00% |
Minimum [Member] | April 28, 2024 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Annual Interest Rate | 0.00% | 0.00% |
Minimum [Member] | July 11, 2024 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Annual Interest Rate | 0.00% | 0.00% |
Minimum [Member] | October 1, 2024 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Annual Interest Rate | 0.00% | 0.00% |
Minimum [Member] | April 13, 2026 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Annual Interest Rate | 3.00% | 3.00% |
Maximum [Member] | June 30, 2023 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Annual Interest Rate | 4.00% | 4.00% |
Maximum [Member] | April 28, 2024 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Annual Interest Rate | 4.00% | 4.00% |
Maximum [Member] | July 11, 2024 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Annual Interest Rate | 4.00% | 4.00% |
Maximum [Member] | October 1, 2024 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Annual Interest Rate | 4.00% | 4.00% |
Maximum [Member] | April 13, 2026 [Member] | ||
Bonds Payable (Details) - Schedule of repayments and interests [Line Items] | ||
Annual Interest Rate | 4.00% | 4.00% |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jul. 23, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | |
Warrants (Details) [Line Items] | |||
Shares issued | 27,600,000 | ||
Warrant description | Once the Public Warrants became exercisable, the Company may redeem the Public Warrants: ●in whole and not in part; ●at a price of $0.01 per warrant; ●upon not less than 30 days’ prior written notice of redemption; ●if, and only if, the reported last sale price of the Company’s Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the warrant holders; and ●if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying the warrants. | ||
Fair value of warrants (in Dollars) | $ 3,574 | ||
Business Combination [Member] | |||
Warrants (Details) [Line Items] | |||
Warrant term | 5 years | ||
EarlyBirdCapital, Inc.[Member] | |||
Warrants (Details) [Line Items] | |||
Shares issued | 837,000 | ||
Private Warrants [Member] | |||
Warrants (Details) [Line Items] | |||
Warrant issued | 150,000 | ||
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | |
Warrant term | 5 years | ||
Resulting in gain (in Dollars) | $ 1,100,000 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of under the Binomial-Lattice Model (“BLM”) that assumes optimal exercise of the Company’s redemption option - $ / shares | 1 Months Ended | 9 Months Ended | |
Jul. 23, 2021 | Sep. 30, 2021 | ||
Schedule of under the Binomial-Lattice Model (“BLM”) that assumes optimal exercise of the Company’s redemption option [Abstract] | |||
Market price of public stock (in Dollars per share) | $ 10 | $ 8.22 | |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 | |
Expected term (years) | 5 years | 4 years 9 months 25 days | |
Volatility | 54.14% | 52.80% | |
Risk-free interest rate | 0.72% | 0.94% | |
Dividend rate | 0.00% | 0.00% | [1] |
[1] | Expected dividend yield The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Schedule of fair value measurements of group’s assets and liabilities of recurring basis - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Fair Value Measurement (Details) - Schedule of fair value measurements of group’s assets and liabilities of recurring basis [Line Items] | ||
Cash and cash equivalents | $ 572,609 | $ 21,496 |
Restricted cash | 39,900 | 19,700 |
Total financial asset | 612,509 | |
Warrant liability | 2,461 | |
Total financial liability | 2,461 | |
Total | 41,196 | |
Quoted Prices in Active Market for Identical Assets (Level 1) [Member] | ||
Fair Value Measurement (Details) - Schedule of fair value measurements of group’s assets and liabilities of recurring basis [Line Items] | ||
Cash and cash equivalents | 572,609 | 21,496 |
Restricted cash | 39,900 | 19,700 |
Total financial asset | 612,509 | |
Warrant liability | ||
Total financial liability | ||
Total | 41,196 | |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value Measurement (Details) - Schedule of fair value measurements of group’s assets and liabilities of recurring basis [Line Items] | ||
Cash and cash equivalents | ||
Restricted cash | ||
Warrant liability | ||
Total financial liability | ||
Total | ||
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value Measurement (Details) - Schedule of fair value measurements of group’s assets and liabilities of recurring basis [Line Items] | ||
Cash and cash equivalents | ||
Restricted cash | ||
Warrant liability | 2,461 | |
Total financial liability | $ 2,461 | |
Total |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details) - Schedule of reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis | 9 Months Ended |
Sep. 30, 2021USD ($)shares | |
Schedule of reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis [Abstract] | |
Beginning balance (in Dollars) | $ | |
Issuance of convertible notes | 57,500 |
Changes in fair value of convertible notes | 9,861 |
Conversion as of Merger | (67,361) |
Ending balance (in Dollars) | $ |
Fair Value Measurement (Detai_3
Fair Value Measurement (Details) - Schedule of reconciliation of the beginning and ending balances for Level 3 warrant liability $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of reconciliation of the beginning and ending balances for Level 3 warrant liability [Abstract] | |
Balance as of January 1, 2021 | |
Assumed warrant liability upon Merger | 3,574 |
Changes in fair value | (1,113) |
Balance as of September 30, 2021 | $ 2,461 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Feb. 28, 2018 | Mar. 31, 2017 | Sep. 30, 2021 | Jul. 23, 2021 | Sep. 30, 2020 | |
Noncontrolling Interests (Details) [Line Items] | |||||
Percentage of equity interest | 17.39% | ||||
Cash consideration received | $ 400,000 | ||||
Redemption of noncontroling equity interest percentage | 14.05% | ||||
Simple annual interest percentage | 6.00% | ||||
Group paid capital | $ 30,000 | ||||
Convertible of common shares | 17,253,182 | ||||
Investor [Member] | |||||
Noncontrolling Interests (Details) [Line Items] | |||||
Pursuant to remaining amount | $ 99,038 |
Common Stock (Details)
Common Stock (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Jul. 23, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 05, 2018 | |
Common Stock (Details) [Line Items] | ||||
Shares issued | 2,600 | |||
Authorized shares | 750,000,000 | 240,450,000 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Designated as common stock shares | 750,000,000 | |||
Redeemable convertible preferred stock (in Dollars) | $ 50,000,000 | |||
Immediately after merger | 48,250,000 | |||
Merger agreement, description | The Company has retroactively adjusted the shares issued and outstanding prior to July 23, 2021 to give effect to the Common Exchange Ratio of 160.3 established in the Merger Agreement | |||
Merger [Member] | ||||
Common Stock (Details) [Line Items] | ||||
Shares issued | 15 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||
Immediately after merger | 300,516,237 | |||
Common stock share issued | 300,522,394 | |||
Common stock shares outstanding | 298,834,894 | |||
Common Class A [Member] | ||||
Common Stock (Details) [Line Items] | ||||
Authorized shares | 800,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 |
Preferred Shares (Details)
Preferred Shares (Details) | Jul. 23, 2021 | Dec. 31, 2020 |
Disclosure Text Block Supplement [Abstract] | ||
Exchange ratio | 160.3 | 160.3 |
Preferred Shares (Details) - Sc
Preferred Shares (Details) - Schedule of preferred shares issued and outstanding | 12 Months Ended |
Dec. 31, 2020shares | |
Preferred Units [Line Items] | |
Number of Shares | 69,318,224 |
Series C1 Preferred [Member] | |
Preferred Units [Line Items] | |
Number of Shares | 26,757,258 |
Shareholders | Ashmore Global Special Situations Fund 4 Limited Partnership and Ashmore Global Special Situations Fund 5 Limited Partnership (“Ashmore”) and International Finance Corporation (“IFC”) |
Series C2 Preferred [Member] | |
Preferred Units [Line Items] | |
Number of Shares | 20,249,450 |
Shareholders | Ashmore Cayman SPC Limited (“Ashmore Cayman”) and IFC |
Series D1 Preferred [Member] | |
Preferred Units [Line Items] | |
Number of Shares | 22,311,516 |
Shareholders | Evergreen Ever Limited (“EEL”) |
Preferred Shares (Details) - _2
Preferred Shares (Details) - Schedule of balance of Series Preferred and redeemable noncontrolling interests - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Series C1 Preferred [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Beginning balance | $ 80,581 | $ 76,684 |
Accretion | 2,257 | 2,923 |
Conversion as of Merger | (82,838) | |
Ending balance | 79,607 | |
Series C2 Preferred [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Beginning balance | 81,966 | 73,100 |
Accretion | 5,132 | 6,650 |
Conversion as of Merger | (87,098) | |
Ending balance | 79,750 | |
Series D1 Preferred [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Beginning balance | 146,583 | 127,935 |
Accretion | 10,708 | 13,986 |
Conversion as of Merger | (157,291) | |
Ending balance | 141,921 | |
Redeemable noncontrolling interests [Member] | ||
Redeemable Noncontrolling Interest [Line Items] | ||
Beginning balance | 90,820 | 80,561 |
Accretion | 5,841 | 7,681 |
Conversion as of Merger | (96,661) | |
Ending balance | $ 88,242 |
Share-based payment (Details)
Share-based payment (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Jul. 21, 2021 | Oct. 30, 2015 | Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Share-based payment (Details) [Line Items] | ||||||
Total issued and outstanding percentage | 17.00% | |||||
Granted options | 209,906 | |||||
Granted options non-vested shares | 143,652 | |||||
Converted options | 33,647,927 | |||||
Converted options non-vested shares | 23,027,399 | |||||
Plan expire date | 10 years | |||||
Reserves percentage | 5.00% | |||||
Common stock | 76,956,754 | |||||
Stock option | $ 150,200 | |||||
Weighted-average period | 8 years 2 months 12 days | |||||
Aggregate intrinsic value | $ 68,267 | |||||
Stock-based compensation expense | 8,800 | |||||
Equity-based compensation costs | 135,700 | |||||
Compensation cost | 1,600 | |||||
Fair market value percentage | 70.00% | |||||
Common stock, however shares | 8,546,502 | |||||
Restricted Stock Units (RSUs) [Member] | ||||||
Share-based payment (Details) [Line Items] | ||||||
Compensation expense | $ 135 | |||||
Granted | 133,981 | |||||
Phantom Share Units (PSUs) [Member] | ||||||
Share-based payment (Details) [Line Items] | ||||||
Compensation expense | $ 31 | |||||
Granted | 63,959 | |||||
Share Options [Member] | ||||||
Share-based payment (Details) [Line Items] | ||||||
Compensation expense | $ 10,200 | |||||
Series B2 Preferred [Member] | ||||||
Share-based payment (Details) [Line Items] | ||||||
Stock-based compensation expense | $ 39,200 | |||||
Shares issued | 79,107 | |||||
Stock options value per share | $ 366 | |||||
Legally shares issued and outstanding | 53,319 | |||||
Deposit liability | $ 21,792 |
Share-based payment (Details) -
Share-based payment (Details) - Schedule of stock option activity plan - $ / shares | 1 Months Ended | 9 Months Ended | ||
Jul. 23, 2021 | Sep. 30, 2021 | |||
Share-based payment (Details) - Schedule of stock option activity plan [Line Items] | ||||
Expected lives (years) | [1] | 2 years 4 months 6 days | ||
Volatility | [2] | 63.06% | ||
Average correlation coefficient of peer companies (in Dollars per share) | [3] | $ 0.796 | ||
Risk-free interest rate | [4] | 0.31% | ||
Expected dividend yields | 0.00% | 0.00% | [5] | |
Minimum [Member] | ||||
Share-based payment (Details) - Schedule of stock option activity plan [Line Items] | ||||
Exercise price (in Dollars per share) | [1] | $ 4.37 | ||
Expected lives (years) | [2] | 4 years 6 months | ||
Volatility | [3] | 47.60% | ||
Risk-free interest rate | [4] | 1.26% | ||
Weighted average fair value of options modified (in Dollars per share) | $ 4.7 | |||
Maximum [Member] | ||||
Share-based payment (Details) - Schedule of stock option activity plan [Line Items] | ||||
Exercise price (in Dollars per share) | [1] | $ 6.28 | ||
Expected lives (years) | [2] | 9 years 4 months 24 days | ||
Volatility | [3] | 53.10% | ||
Risk-free interest rate | [4] | 1.87% | ||
Weighted average fair value of options modified (in Dollars per share) | $ 5.36 | |||
[1] | Exercise price Exercise price was extracted from option agreements | |||
[2] | Expected lives Expected lives was derived from option agreements. | |||
[3] | Volatility The volatility of the underlying common shares during the lives of the options was estimated based on the historical stock price volatility of comparable listed companies over a period comparable to the expected term of the options and the implied volatility of the Company. | |||
[4] | Risk-free interest rate Risk-free interest rate was estimated based on the market yield of US Government Bond with maturity close to the expected term of the options, plus country risk spread. | |||
[5] | Expected dividend yield The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. |
Share-based payment (Details)_2
Share-based payment (Details) - Schedule of effective time fair value of the stock options was determined using the BLM - $ / shares | 3 Months Ended | |||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | |
Schedule of effective time fair value of the stock options was determined using the BLM [Abstract] | ||||
Number of shares, outstanding at beginning (in Shares) | 34,737,967 | 7,578,503 | ||
Weighted average exercise price, outstanding at beginning | $ 6.19 | $ 5.5 | ||
Weighted average grant date fair value, outstanding at beginning | $ 2.92 | $ 2.14 | ||
Weighted average remaining contractual, outstanding at beginning | 9 years | 7 years 1 month 6 days | ||
Number of shares, granted (in Shares) | 27,874,727 | |||
Weighted average exercise price, granted | $ 6.27 | |||
Weighted average grant date fair value, granted | $ 3.06 | |||
Weighted average remaining contractual, granted | ||||
Number of shares, forfeited (in Shares) | (1,186,220) | (1,196,158) | ||
Weighted average exercise price, forfeited | $ 6.27 | $ 3.89 | ||
Weighted average grant date fair value, forfeited | $ 3.13 | $ 2.04 | ||
Weighted average remaining contractual, forfeited | ||||
Number of shares, outstanding at ending (in Shares) | 33,551,747 | 34,257,072 | ||
Weighted average exercise price, outstanding at ending | $ 6.19 | $ 6.19 | ||
Weighted average grant date fair value, outstanding at ending | $ 4.95 | $ 2.9 | ||
Weighted average remaining contractual life, outstanding at ending | 8 years 2 months 12 days | 9 years 2 months 12 days | ||
Number of shares, expected to vest and exercisable (in Shares) | 33,551,747 | 34,257,072 | ||
Weighted average exercise price, expected to vest and exercisable | $ 6.19 | $ 6.19 | ||
Weighted average grant date fair value, expected to vest and exercisable | $ 4.95 | $ 2.9 | ||
Weighted average remaining contractual life, expected to vest and exercisable | 8 years 2 months 12 days | 9 years 2 months 12 days |
Share-based payment (Details)_3
Share-based payment (Details) - Schedule non-vested shares activity - $ / shares | 3 Months Ended | 6 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | |
Non-Vested Share Units [Member] | ||||
Share-based payment (Details) - Schedule non-vested shares activity [Line Items] | ||||
Number of non-vested shares, outstanding at beginning | 19,809,056 | 23,027,399 | ||
Weighted average grant date fair value per share, outstanding at beginning | $ 0.9 | $ 0.93 | ||
Number of non-vested shares, forfeited | (71,494) | |||
Weighted average grant date fair value per share, forfeited | $ 1.42 | |||
Number of non-vested shares, transfer from non-vested shares | 3,289,837 | |||
Weighted average grant date fair value per share, transfer from non-vested shares | $ 1.14 | |||
Number of non-vested shares, outstanding at ending | 23,027,399 | 23,027,399 | ||
Weighted average grant date fair value per share, outstanding at ending | $ 6.27 | $ 0.93 | ||
Non-Vested Share [Member] | ||||
Share-based payment (Details) - Schedule non-vested shares activity [Line Items] | ||||
Number of non-vested shares, outstanding at beginning | 3,289,837 | |||
Weighted average grant date fair value per share, outstanding at beginning | $ 1.14 | |||
Number of non-vested shares, transfer from non-vested shares | (3,289,837) | |||
Weighted average grant date fair value per share, transfer from non-vested shares | $ 1.14 | |||
Number of non-vested shares, outstanding at ending | 191,783 | |||
Weighted average grant date fair value per share, outstanding at ending | $ 9.63 | |||
Number of non-vested shares, grant | 197,940 | |||
Weighted average grant date fair value per share, grant | $ 9.6 | |||
Number of non-vested shares, vested | (6,157) | |||
Weighted average grant date fair value per share, vested | $ 8.52 |
Share-based payment (Details)_4
Share-based payment (Details) - Schedule of classification of stock-based compensation $ in Thousands | 3 Months Ended |
Sep. 30, 2021USD ($) | |
Schedule of classification of stock-based compensation [Abstract] | |
Cost of sales | $ 2,306 |
General and administrative | 44,164 |
Research and development expenses | 8,303 |
Selling and marketing expenses | 3,518 |
Construction in process | 103 |
Total | $ 58,394 |
Mainland China Contribution P_2
Mainland China Contribution Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Retirement Benefits [Abstract] | ||||
Total provisions of employee benefits | $ 708 | $ 618 | $ 1,989 | $ 1,572 |
Related Party Balances and Tr_3
Related Party Balances and Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |||||
Loans from related parties, accumulative amount | $ 7,607 | $ 8,426 | $ 18,063 | ||
Outstanding balance due from related party | $ 128 | $ 128 |
Related Party Balances and Tr_4
Related Party Balances and Transactions (Details) - Schedule of relationship with the group | 9 Months Ended |
Sep. 30, 2021 | |
Ochem [Member] | |
Related Party Balances and Transactions (Details) - Schedule of relationship with the group [Line Items] | |
Relationship | Controlled by CEO |
Ochemate [Member] | |
Related Party Balances and Transactions (Details) - Schedule of relationship with the group [Line Items] | |
Relationship | Controlled by CEO |
Related Party Balances and Tr_5
Related Party Balances and Transactions (Details) - Schedule of related party transactions - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule of related party transactions [Abstract] | ||||
Raw material sold to Ochem | $ 113 | $ 11 | $ 406 | $ 11 |
Net Loss Per Share (Details) -
Net Loss Per Share (Details) - Schedule of computation of basic and diluted net loss per share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||
Net loss attributable to ordinary shareholders | $ (120,003) | $ (21,944) | $ (187,464) | $ (64,557) |
Denominator: | ||||
Weighted average ordinary shares outstanding used in computing basic and diluted net loss per share | 243,861,780 | 99,028,297 | 147,836,650 | 99,028,297 |
Basic and diluted net loss per share | $ (0.49) | $ (0.22) | $ (1.27) | $ (0.65) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of shares outstanding were excluded from the calculation of diluted net loss per ordinary share - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net Loss Per Share (Details) - Schedule of shares outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | ||||
Shares issuable upon exercise of share options | 33,641,132 | 26,228,125 | 33,869,470 | 16,854,262 |
Shares issuable upon vesting of non-vested shares | 98,094 | 33,093 | 365,484 | |
Shares issuable upon exercise of warrants | 21,327,750 | 7,187,374 | ||
Shares issuable upon conversion of non-controlling interests of a subsidiary | 4,125,761 | 17,253,182 | 12,829,289 | 17,253,182 |
Shares issuable upon vesting of Earn-out shares | 14,999,991 | 5,054,942 | ||
Shares issuable that may be subject to cancellation | 1,265,625 | 426,511 | ||
Shares issuable upon conversion of Series B2 Preferred [Member] | ||||
Net Loss Per Share (Details) - Schedule of shares outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | ||||
Shares issuable upon conversion of Series | 7,153,219 | 8,545,490 | 8,076,300 | 8,545,490 |
Shares issuable upon conversion of Series C1 Preferred [Member] | ||||
Net Loss Per Share (Details) - Schedule of shares outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | ||||
Shares issuable upon conversion of Series | 6,398,475 | 26,757,258 | 19,896,422 | 26,757,258 |
Shares issuable upon conversion of Series C2 Preferred [Member] | ||||
Net Loss Per Share (Details) - Schedule of shares outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | ||||
Shares issuable upon conversion of Series | 4,842,260 | 20,249,450 | 15,057,284 | 20,249,450 |
Shares issuable upon conversion of Series D1 Preferred [Member] | ||||
Net Loss Per Share (Details) - Schedule of shares outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | ||||
Shares issuable upon conversion of Series | 5,335,362 | 22,311,516 | 16,590,614 | 22,311,516 |
Shares issuable upon conversion of Series D2 Preferred [Member] | ||||
Net Loss Per Share (Details) - Schedule of shares outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | ||||
Shares issuable upon conversion of Series | 1,606,919 | 6,719,845 | 4,996,808 | 6,719,845 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Feb. 05, 2018 | Sep. 30, 2021 |
Commitments and Contingencies (Details) [Line Items] | ||
Ordinary shares (in Shares) | 2,600 | |
Other equity remedies | $ 1,000 | |
Capital Commitments [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Capital commitments | $ 46,144 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum payments under lease commitments $ in Thousands | Sep. 30, 2021USD ($) |
Schedule of future minimum payments under lease commitments [Abstract] | |
Three months period ending December 31, 2021 | $ 1,004 |
2022 | 3,865 |
2023 | 3,310 |
2024 | 2,535 |
2025 | 2,111 |
2026 | 2,111 |
Thereafter | 19,100 |
Total Lease Liabilities | $ 34,036 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Millions | 1 Months Ended | |
Oct. 31, 2021 | Oct. 27, 2021 | |
Subsequent Events (Details) [Line Items] | ||
Research and development expense (in Dollars) | $ 11 | |
Restricted Stock Units (RSUs) [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Granted shares | 265,399 | |
Phantom Share Units (PSUs) [Member] | ||
Subsequent Events (Details) [Line Items] | ||
Granted shares | 265,399 |