Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | Microvast Holdings, Inc. | ||
Trading Symbol | MVST | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 300,530,516 | ||
Entity Public Float | $ 381.800000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001760689 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-38826 | ||
Entity Incorporation, State or Country Code | DE | ||
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 | 75477 | ||
City Area Code | (281) | ||
Local Phone Number | 491-9505 | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Name | Deloitte Touche Tohmatsu Certified Public Accountants LLP | ||
Auditor Location | Beijing, the People’s Republic of China | ||
Auditor Firm ID | 1113 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 480,931 | $ 21,496 |
Restricted cash | 55,178 | 19,700 |
Accounts receivable (net of allowance for doubtful accounts of $5,047 and $5,005 as of December 31, 2020 and 2021, respectively) | 88,717 | 76,298 |
Notes receivable | 11,144 | 20,839 |
Inventories, net | 53,424 | 44,968 |
Prepaid expenses and other current assets | 17,127 | 6,022 |
Amount due from related parties | 85 | |
Total Current Assets | 706,606 | 189,323 |
Property, plant and equipment, net | 253,057 | 198,017 |
Land use rights, net | 14,008 | 14,001 |
Acquired intangible assets, net | 1,882 | 2,279 |
Other non-current assets | 19,738 | 890 |
Total Assets | 995,291 | 404,510 |
Current liabilities: | ||
Accounts payable | 40,408 | 42,007 |
Advance from customers | 1,526 | 2,446 |
Accrued expenses and other current liabilities | 58,740 | 60,628 |
Income tax payables | 666 | 664 |
Short-term bank borrowings | 13,301 | 12,184 |
Notes payable | 60,953 | 35,782 |
Bonds payable | 29,915 | |
Total Current Liabilities | 175,594 | 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 | 1,105 | |
Share-based compensation liability | 18,925 | |
Other non-current liabilities | 39,822 | 110,597 |
Total Liabilities | 308,593 | 389,162 |
Mezzanine Equity (Note 18 and Note 20) | ||
Series C1 convertible redeemable preferred shares (“Series C1 Preferred”) (US$0.0001 par value; 26,757,258 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of December 31, 2021) | 80,581 | |
Series C2 convertible redeemable preferred shares (“Series C2 Preferred”) (US$0.0001 par value; 20,249,450 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of December 31, 2021) | 81,966 | |
Series D1 convertible redeemable preferred shares (“Series D1 Preferred”) (US$0.0001 par value; 22,311,516 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of December 31, 2021) | 146,583 | |
Redeemable noncontrolling interests | 90,820 | |
Total Mezzanine Equity | 399,950 | |
Commitments and contingencies (Note 27) | ||
Shareholders’ (Deficit)/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 2021; 99,028,297 and 300,530,516 shares issued, and 99,028,297 and 298,843,016 shares outstanding as of December 31, 2020 and 2021) | 30 | 6 |
Additional paid-in capital | 1,306,034 | |
Statutory reserves | 6,032 | 6,032 |
Accumulated deficit | (632,099) | (397,996) |
Accumulated other comprehensive income | 6,701 | 7,356 |
Total Shareholders’ (Deficit)/Equity | 686,698 | (384,602) |
Total Liabilities, Mezzanine Equity and Shareholders’ (Deficit)/Equity | $ 995,291 | $ 404,510 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Net of allowance for doubtful accounts (in Dollars) | $ 5,005 | $ 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 | 300,530,516 | 99,028,297 |
Common stock, shares outstanding | 298,843,016 | 99,028,297 |
Series C1 Convertible Redeemable Preferred Shares | ||
Convertible redeemable preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible redeemable preferred shares, authorized | 26,757,258 | |
Convertible redeemable preferred shares, issued | 26,757,258 | |
Convertible redeemable preferred shares, outstanding | 26,757,258 | |
Series C2 Convertible Redeemable Preferred Shares | ||
Convertible redeemable preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible redeemable preferred shares, authorized | 20,249,450 | |
Convertible redeemable preferred shares, issued | 20,249,450 | |
Convertible redeemable preferred shares, outstanding | 20,249,450 | |
Series D1 Convertible Redeemable Preferred Shares | ||
Convertible redeemable preferred shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible redeemable preferred shares, authorized | 22,311,516 | |
Convertible redeemable preferred shares, issued | 22,311,516 | |
Convertible redeemable preferred shares, outstanding | 22,311,516 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenues | $ 151,976 | $ 107,518 | $ 76,434 |
Cost of revenues | (194,719) | (90,378) | (76,665) |
Gross (loss)/profit | (42,743) | 17,140 | (231) |
Operating expenses: | |||
General and administrative expenses | (101,632) | (18,849) | (15,166) |
Research and development expenses | (34,385) | (16,637) | (25,995) |
Selling and marketing expenses | (21,431) | (13,761) | (15,712) |
Total operating expenses | (157,448) | (49,247) | (56,873) |
Subsidy income | 6,127 | 3,000 | 3,243 |
Loss from operations | (194,064) | (29,107) | (53,861) |
Other income and expenses: | |||
Interest income | 446 | 571 | 884 |
Interest expense | (5,411) | (5,738) | (6,352) |
Loss on changes in fair value of Bridge Notes | (9,861) | ||
Gain on change in fair value of warrant liability | 2,469 | ||
Other income (expense), net | (62) | 650 | (145) |
Loss before provision for income tax | (206,483) | (33,624) | (59,474) |
Income tax expense | (1) | (189) | |
Net loss | (206,483) | (33,625) | (59,663) |
Less: Net loss attributable to noncontrolling interest | (2,123) | ||
Net loss attributable to Microvast Holdings, Inc. | (206,483) | (33,625) | (57,540) |
Less: Accretion of Series A1/C1 Preferred | 2,257 | 3,897 | 4,102 |
Less: Accretion of Series B1/C2 Preferred | 5,132 | 8,866 | 7,948 |
Less: Accretion of Series EEL/D1 Preferred | 10,708 | 18,648 | 30,839 |
Less: Accretion for noncontrolling interests | 9,523 | 15,927 | 15,050 |
Net loss attributable to Common Stock shareholders of Microvast Holdings, Inc. | $ (234,103) | $ (80,963) | $ (115,479) |
Net loss per share attributable to Common Stock shareholders of Microvast Holdings, Inc. | |||
Basic and diluted (in Dollars per share) | $ (1.26) | $ (0.82) | $ (1.17) |
Weighted average shares used in calculating net loss per share of common stock: | |||
Basic and diluted (in Shares) | 185,896,482 | 99,028,297 | 99,028,297 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (206,483) | $ (33,625) | $ (59,663) |
Foreign currency translation adjustment | (655) | 16,622 | (3,949) |
Comprehensive loss | (207,138) | (17,003) | (63,612) |
Less: | |||
Comprehensive loss attributable to noncontrolling interests | (2,107) | ||
Total comprehensive loss attributable to Microvast Holdings, Inc. | $ (207,138) | $ (17,003) | $ (61,505) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Shareholders’ (Deficit)/Equity - USD ($) $ in Thousands | Common Stock | Additional paid-in capital | Accumulated deficit | Accumulated other Comprehensive income (loss) | Statutory reserves | Total Microvast Holdings, Inc. Shareholders’ Deficit | Noncontrolling interest | Total |
Balance at Dec. 31, 2018 | $ 6 | $ (261,655) | $ (5,301) | $ 6,032 | $ (260,918) | $ (5,664) | $ (266,582) | |
Balance (in Shares) at Dec. 31, 2018 | 99,028,297 | |||||||
Net loss | (57,540) | (57,540) | (2,123) | (59,663) | ||||
Accretion for Series A1/C1 Preferred | (4,102) | (4,102) | (4,102) | |||||
Accretion for Series B1/C2 Preferred | (7,948) | (7,948) | (7,948) | |||||
Accretion for Series EEL/D1 Preferred | (30,839) | (30,839) | (30,839) | |||||
Accretion for the exiting noncontrolling interests | (5,805) | (5,805) | (5,805) | |||||
Foreign currency translation adjustments | (3,965) | (3,965) | 16 | (3,949) | ||||
Cumulative effect adjustment related to opening retained earnings for adoption of ASC 606 | (1,565) | (1,565) | (1,565) | |||||
Fair value change of preferred shares due to extinguishment | 61,138 | 61,138 | 61,138 | |||||
Fair value change of redeemable noncontrolling interests due to extinguishment | 8,299 | 8,299 | 8,299 | |||||
Accretion of redeemable noncontrolling interests | (9,245) | (9,245) | (9,245) | |||||
Acquisition of noncontrolling interest | (7,771) | (7,771) | 7,771 | |||||
Balance at Dec. 31, 2019 | $ 6 | 3,727 | (320,760) | (9,266) | 6,032 | (320,261) | (320,261) | |
Balance (in Shares) at Dec. 31, 2019 | 99,028,297 | |||||||
Net loss | (33,625) | (33,625) | (33,625) | |||||
Accretion for Series C1 Preferred | (3,727) | (170) | (3,897) | |||||
Accretion for Series C2 Preferred | (8,866) | (8,866) | ||||||
Accretion for Series D1 Preferred | (18,648) | (18,648) | ||||||
Accretion for the exiting noncontrolling interests | (5,668) | (5,668) | ||||||
Foreign currency translation adjustments | 16,622 | 16,622 | ||||||
Accretion of redeemable noncontrolling interests | (10,259) | (10,259) | ||||||
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 | (206,483) | (206,483) | $ (206,483) | |||||
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 redeemable noncontrolling interests | (5,841) | (5,841) | ||||||
Accretion for the exiting noncontrolling interests | (3,682) | (3,682) | ||||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (Note 3) | $ 23 | 1,241,828 | 1,241,851 | |||||
Issuance of common stock upon the reverse recapitalization, net of issuance costs (Note 3) (in Shares) | 191,254,950 | |||||||
Issuance of common stock in connection with vesting of restricted stock units and stock options (including the conversion and vesting of Series B2 preferred) | $ 1 | 39,532 | 39,533 | |||||
Issuance of common stock in connection with vesting of restricted stock units and stock options (including the conversion and vesting of Series B2 preferred) (in Shares) | 8,559,769 | |||||||
Share-based compensation(Note 21) | 24,674 | 24,674 | ||||||
Foreign currency translation adjustments | (655) | (655) | ||||||
Balance at Dec. 31, 2021 | $ 30 | $ 1,306,034 | $ (632,099) | $ 6,701 | $ 6,032 | $ 686,698 | ||
Balance (in Shares) at Dec. 31, 2021 | 298,843,016 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (206,483) | $ (33,625) | $ (59,663) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
(Gain)/loss on disposal of property, plant and equipment | 13 | 207 | (458) |
Depreciation of property, plant and equipment | 19,975 | 16,097 | 14,676 |
Amortization of land use rights and intangible assets | 738 | 695 | 711 |
Share-based compensation | 82,894 | ||
Changes in fair value of warrant liability | (2,469) | ||
Changes in fair value of Bridge Notes | 9,861 | ||
(Reversal)/allowance of doubtful accounts | 721 | (240) | (4,250) |
Provision for obsolete inventories | 18,295 | 1,343 | 4,233 |
Impairment loss from property, plant and equipment | 2,443 | 567 | 2,908 |
Product warranty | 52,932 | 3,477 | 3,501 |
Changes in operating assets and liabilities: | |||
Notes receivable | 10,016 | 13,940 | 31,834 |
Accounts receivable | (11,844) | (3,599) | 46,928 |
Inventories | (25,892) | 13,611 | 10,446 |
Prepaid expenses and other current assets | (10,980) | (1,693) | 1,424 |
Amount due from/to related parties | (84) | 1,872 | (1,158) |
Other non-current assets | (2,135) | (139) | 280 |
Notes payable | 24,159 | (1,643) | (25,896) |
Accounts payable | (2,499) | 3,818 | (12,880) |
Advance from customers | (971) | (1,395) | 2,296 |
Accrued expenses and other liabilities | (5,947) | 2,256 | (1,480) |
Other non-current liabilities | 2,218 | ||
Income tax payables | 7 | (81) | |
Net cash generated from/(used in) operating activities | (45,039) | 15,556 | 13,371 |
Cash flows from investing activities | |||
Purchases of property, plant and equipment | (87,862) | (18,645) | (20,260) |
Proceeds on disposal of property, plant and equipment | 13 | 24 | |
Purchase of short-term investments | (4,635) | (20,353) | |
Proceeds from maturity of short-term investments | 5,593 | 36,635 | |
Net cash used in investing activities | (87,862) | (17,674) | (3,954) |
Cash flows from financing activities | |||
Proceeds from borrowings | 38,926 | 17,308 | 17,735 |
Repayment of loan | (14,475) | ||
Repayment of bank borrowings | (37,568) | (17,815) | (71,674) |
Loans borrowing from related parties | 8,426 | 18,889 | 15,142 |
Repayment of related party loans | (8,426) | (18,889) | (15,142) |
Cash received from the trust account upon Merger, net of transaction costs (Note 3) | 222,629 | ||
Cash received from Private Investment in Public Equity (“PIPE”) investors upon Merger | 482,500 | ||
Payment to exited noncontrolling interests (Note 18) | (139,038) | (32,700) | |
Issuance of Bridge Notes | 57,500 | 48,934 | |
Net cash (used in)/generated from financing activities | 624,949 | (507) | (52,180) |
Effect of exchange rate changes | 2,865 | 2,037 | (994) |
(Decrease) Increase in cash, cash equivalents and restricted cash | 494,913 | (588) | (43,757) |
Cash, cash equivalents and restricted cash at beginning of the period | 41,196 | 41,784 | 85,541 |
Cash, cash equivalents and restricted cash at end of the period | 536,109 | 41,196 | 41,784 |
Cash and cash equivalents | 480,931 | 21,496 | 27,978 |
Restricted cash | 55,178 | 19,700 | 13,806 |
Total cash, cash equivalents and restricted cash | 536,109 | 41,196 | 41,784 |
Supplemental disclosure of cash flow information | |||
Interest paid | 2,686 | 1,969 | 2,487 |
Income tax paid | 58 | ||
Non-cash investing and financing activities | |||
Payable for redemption of noncontrolling interest | 124,316 | 114,870 | |
Payable for purchase of property, plant and equipment | $ 18,500 | $ 15,122 | $ 23,515 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Microvast, Inc. (“Microvast”) was incorporated under the laws of the State of Texas in the United States of America (“USA”) on October 12, 2006 and re-domiciled to the State of Delaware on December 31, 2015. Microvast 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. On July 23, 2021 (the “Closing Date”), Microvast, Inc. and Tuscan Holdings Corp. consummated the previously announced merger (the “Merger”), 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 the Merger Agreement, the Merger Sub merged with and into Microvast, Inc., with Microvast, Inc. surviving the Merger. As a result of the Merger, Tuscan was renamed “Microvast Holdings, Inc.” (the “Company”). The Merger was 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”). Upon the completion of the Merger transaction between Microvast and Tuscan Holdings Corp., the share, per share value and net loss per share available to Microvast’s common stockholders in the financial statements for each of the three years ended December 31, 2021 were retroactively recast to reflect the exchange ratio established in the Merger Agreement. Refer to Note 3 for details. As of December 31, 2021, details of the Company’s major subsidiaries are as follows: Subsidiaries Place of incorporation Date of Percentage Microvast, Inc. (“ Microvast Delaware, USA October 2006 100 % Microvast Power Solutions, Inc (“ MP Solutions Texas, USA July 2013 100 % Microvast Power Systems Co., Ltd. (“ MPS Huzhou, PRC December 2006 100 % Microvast Power Systems UK Limited (“ MP UK Cardiff, United Kingdom (“UK”) September 2014 100 % Microvast GmbH (“ MV GmbH Germany May 2016 100 % Huzhou Microvast Electric Vehicle Sales Service, Ltd. (“ MV E-Vehicle Huzhou, PRC July 2017 100 % Huzhou Hongwei New Energy Automobile Co., Ltd. (“ Hongwei Huzhou, PRC December 2016 100 % |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | 2. SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements of the Group have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) . Basis of consolidation The consolidated financial statements of the Group include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Noncontrolling interests and redeemable noncontrolling interests For the Company’s consolidated subsidiaries, noncontrolling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. Noncontrolling interests are classified as a separate line item in the equity section of the Company’s consolidated balance sheets and have been separately disclosed in the Company’s consolidated statements of operations and comprehensive loss to distinguish the interests from that of the Company. Noncontrolling interests in subsidiaries that are redeemable at the option of the holder and not solely within the control of the Company for cash or other assets are classified outside of permanent equity at redemption value as redeemable noncontrolling interests. If the redemption event is probable to occur, the Company records the redeemable noncontrolling interests at the redemption value on each balance sheet date with the changes recognized as an adjustment to equity. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, costs and expenses in the consolidated financial statements and accompanying notes, and disclosure of contingent liabilities at the date of the consolidated financial statements. Actual results could differ from these estimates. 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 Bridge Notes, fair value measurement of warrant liability and share based compensation. 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. Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which have maturities of three months or less. Restricted cash Restricted cash represents deposits made to banks to secure bank acceptance notes (or Notes Payable) and letter of credit issued by the Group. It’s common in PRC that the banks require the Group to pledge notes received from its customers, up to 111%, or make a deposit for up to 100% of the face amount of the bank acceptance notes the Group issued as collateral. The deposits and the matured bank acceptance notes from its customers are recorded as restricted cash in the consolidated balance sheets. Accounts receivable Accounts receivable represents those receivables derived in the ordinary course of business, net of allowance for doubtful accounts. The Group maintains an allowance for doubtful accounts for estimated losses on accounts receivable. Management considers the following factors when determining the collectability of specific accounts: creditworthiness of customers, aging of the receivables, past transaction history with customers and their current financial condition, changes in customer payment terms, specific facts and circumstances, and the overall economic climate in the industries the Group operates. Notes receivable and payable The Group accepts bank acceptance notes (“notes”) from customers in the PRC in the normal course of business. The Group may present these notes with banks in the PRC for cash payment or endorse these notes to its suppliers to settle its accounts payable. When the notes are endorsed by the Company, the Company is jointly liable with other endorsers in the note. Notes that have been presented with banks or endorsed to suppliers are derecognized from the consolidated balance sheets when the notes are settled with banks or the obligations as endorser are discharged. Notes receivable and payable are typically non-interest bearing and have maturities of one year or less. As of December 31, 2020 and 2021, the balance of notes receivable were $20,839 and $11,144, respectively while certain notes receivable was pledged in the bank to secure the issuance of the bank acceptance notes by the Group. Short-term investments The Group’s short-term held-to-maturity investments are classified based on their contractual maturity dates which are less than one year and are recorded at their amortized costs. The Company recognized $366, $37 and $ nil The Group reviews its held-to-maturity investments for other-than-temporary impairment (“OTTI”) based on the specific identification method. The Group considers available quantitative and qualitative evidence in evaluating the potential impairment of its short-term investments. If the cost of an investment exceeds the investment’s fair value, the Group considers, among other factors, general market conditions, expected future performance of the instruments, the duration and the extent to which the fair value of the investment is less than the cost, and the Group’s intent and ability to hold the investments. OTTI is recognized as a loss in the consolidated statements of operations. Inventories, net Inventories of the Group consist of raw materials, work in process and finished goods. Inventories are stated at the lower of cost or net realizable value. Inventory costs include expenses that are directly or indirectly incurred in the acquisition, including shipping and handling costs charged to the Group by suppliers, and production of manufactured product for sale. Such as the cost of materials and supplies used in production, direct labor costs and allocated overhead costs are all included in the inventory costs. The allocated overhead cost includes the depreciation, insurance, employee benefits, and indirect labor. Cost is determined using the weighted average method. Inventories are written down to net realizable value taking into consideration of estimates of future demand, technology developments, market conditions and reasonably predicative costs of completion or disposal. Prepaid expenses and other current assets Prepaid expenses and other current assets primarily consist of advances to suppliers, prepaid expenses, deposits and value-added tax receivables. Property, plant and equipment, net Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Buildings 20 years Machineries and equipment 10 years Fixtures and electronic equipment 4 - 5 years Motor vehicles 5 years Leasehold improvements Shorter of the lease term or estimated useful lives Construction in progress represents manufacturing facilities and equipment under construction, and is stated at cost. The capitalization of these costs is ceased when construction in progress is transferred to property, plant and equipment and substantially ready for its intended use. No depreciation is recorded for construction in progress. Repair and maintenance costs are charged to expenses as incurred. Land use rights, net Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives, which are generally 50 years and represent the shorter of the estimated usage periods or the terms of the land use rights agreements. Acquired intangible assets, net Acquired intangible assets with definite lives are amortized on a straight-line basis over their expected useful economic lives. Impairment of long-lived assets The Company reviews long-lived assets with finite lives, including identifiable intangible assets with determinable useful lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the years ended December 31, 2019, 2020 and 2021, the Group recognized impairment losses of $2,908, $567 and $2,443 related to long-lived assets, respectively. Fair value of financial instrument Financial instruments include cash and cash equivalents, restricted cash, accounts receivable, notes receivable, other receivable, amount due from/to related parties, accounts payable, short-term bank borrowings, notes payable, bonds payable, Bridge Notes, product warranty and warrant liability. The Group carries its accounts receivable, notes receivable, other receivable, amount due from/to related parties, accounts payable, short-term bank borrowings, notes payable , Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. 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. 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 years ended December 31, 2019, 2020 and 2021, the Group recognized $556 $582 Value added taxes Value added tax (“VAT”) on sales was calculated at 16% and changed to 13% since April 1, 2019 on revenue from products and 6% on services. The Group reports revenue net of VAT. Entities in PRC that are VAT general tax payers are allowed to offset qualified VAT paid against their output VAT liabilities. Cost of revenues Cost of revenues primarily consists of the cost of the products ultimately sold to customers, shipping and handling costs charged to the Group in the sales, the direct labor costs, product warranty expense, provision for obsolete inventories and other related cost that are directly attributable to the production of products. Product Warranty The Group provides product warranties, which entail repair or replacement of non-conforming items, in conjunction with sales of products. Estimated costs related to warranties are recorded in the period in which the related product sales occur. The warranty liability recorded at each balance sheet date reflects management’s best estimates of its product warranties based on historical information and other currently available evidence. The Group’s product warranties generally range from one to eight years. The Group establishes a reserve for the estimated cost of the product warranty at the time revenue is recognized. The portion of the warranties is expected to incur within the next 12 months is recorded in accrued expenses and other current liabilities, while the remaining is recorded in other non-current liabilities on the consolidated balance sheets. Product Warranty are recorded as a cost of revenues. Research and development expenses Research and development expenses primarily consist of salaries and benefits for research and development personnel, materials, office rental expense, general expenses and depreciation expenses associated with research and development activities. Subsidy income Government subsidies represent government grants received from local government authorities. Government subsidies related to the investment in production facilities initially records as other current or other non-current liabilities and amortized on a straight-line basis to offset the cost of revenues over the lives of relevant production assets or amortized on an effective interest method over the term of the loan. The Group amortized the deferred subsidy at $2,304, $166 Income taxes Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The Group accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Group believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Group recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. 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 Note 15) 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 statements of operations. The Private Warrants are valued using a Monte Carlo simulation model on the basis of the quoted market price of the Company’s publicly-traded warrants. Comprehensive loss Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the consolidated statements of comprehensive loss. Net loss per share Basic loss per share is computed by dividing net loss attributable to Common Stock, considering the accretions to redemption value of the preferred shares, by the weighted average number of Common Stock outstanding during the year using the two-class method. Under the two-class method, any net loss is allocated between Common Stock and other participating securities based on their participating rights. Net loss is not allocated to participating securities when the participating securities do not have a contractual obligation to share losses. The Company’s preferred shares are participating securities as they participate in undistributed earnings on an as-if-converted basis. The preferred shares have no contractual obligation to fund or otherwise absorb the Company’s losses. Accordingly, any undistributed net loss is allocated on a pro rata basis to the Common Stock and preferred shares; whereas any undistributed net loss is allocated to ordinary shares only. Diluted loss per share is calculated by dividing net loss attributable to Common Stock, as adjusted for the accretion and allocation of net loss related to the preferred shares, if any, by the weighted average number of Common Stock and dilutive Common equivalent stock outstanding during the period. Common equivalent stock consist of shares issuable upon the conversion of the preferred shares and convertible bonds using the if-converted method, and Common Stock issuable upon the vesting of non-vested shares or exercise of outstanding share option (using the treasury stock method). Common equivalent stock are calculated based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Common equivalent stock are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive. Foreign currencies The functional currency of the Company and MP Solutions is the United States dollar (“U.S. dollar”). For the Company’s subsidiaries located in the PRC, the functional currency is the Chinese Renminbi (“RMB”); the Company’s UK subsidiary, MP UK, the functional currency is the Great British Pound (“Pound”); the Company’s Germany subsidiary, MV GmbH, the functional currency is the Euro, and the Company’s Singapore subsidiary, MV Singapore, the functional currency is the Singapore Dollar (“SGD”). In preparing the consolidated financial statements of each individual group subsidiary, transactions in currencies other than the subsidiary’s functional currency (foreign currencies) are converted into the functional currency at the rates of exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on the monetary items are recognized in the consolidated statements of operations in the period in which they arise. For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into the reporting currency of the Group (i.e. US$) at the prevailing exchange rate at the end of the reporting period, and their income and expenses are translated at the average exchange rates for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a component of other comprehensive loss. Foreign currency risk RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Cash and cash equivalents and restricted cash of the Group included aggregate amounts of $35,194 and $102,782 as of December 31, 2020 and 2021, respectively, which were denominated in RMB. Concentration of credit risk Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, notes receivable and short-term investments. The Group places its cash and cash equivalents with financial institutions with high credit ratings and quality. The Group conducts credit evaluations of customers and generally does not require collateral or other security from its customers. The following table summarizes net revenues from customers that accounted for 10% or more of the Group’s net revenues for 2019, 2020 and 2021: December 31, December 31, December 31, Percentage of revenue contributed by Customer A 11 % - - Percentage of revenue contributed by Customer B - - 11 % The following table summarizes accounts receivable from customers that accounted for 10% or more of the Group’s accounts receivable: December 31, December 31, Percentage of accounts receivable from Customer C 10 % 18 % Supplier Concentration The Group relies on third parties for the supply of raw materials. In instances where these parties fail to perform their obligations, the Group may find alternative suppliers in the open market. For the years ended December 31, 2019, 2020 and 2021, 17% 12% Newly adopted accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updates (“ASU”) 2014-09, “Revenue from Contracts with Customers”. ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years beginning after December 15, 2018 for non-public companies, and for interim periods within those years beginning after December 15, 2019. The Group adopted ASU 2014-09 and all related ASUs beginning January 1, 2019 and recorded $1,565 adjustment to retained earnings for the cumulative impact upon adoption of Topic 606. Newly adopted accounting pronouncements - continued In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-01 and ASU 2018-03 are effective for non-public business entities for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Group adopted this ASU beginning January 1, 2019 and the adoption did not have a material impact on the Group’s financial position or results of operations. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. For non-public entity, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Group adopted this ASU beginning January 1, 2019 and the adoption did not have a material impact on the Group’s financial position or results of operations. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update are effective for non-public business entities for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Group adopted this standard on January 1, 2019 and applied a retrospective transition method on its consolidated statements of cash flows. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. For non-public business entities, the ASU’s amendments are effective for annual and interim periods within those years, beginning after December 15, 2019. The Group adopted this ASU beginning January 1, 2020 and the adoption did not have a material impact on the Group’s financial statements. Recent accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. Non-public business entities should apply the amendments to annual periods beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, ASU 2016-02 was updated with ASU No. 2018-11, Targeted Improvements to ASC 842, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. Before ASU 2018-11 was issued, transition to the new lease standard required application of the new guidance at the beginning of the earliest comparative period presented in the consolidated financial statements. In November 2019 and June 2020, the FASB issued ASU 2019-10 and ASU 2020-05 to defer the effective date. Therefore, Leases (Topic 842) is effective for private entities to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Group adopted ASU 2016-02 on January 1, 2022. The Group does not expect any material impact on net assets and the consolidated statement of comprehensive loss and cash flows as a result of adopting the new standard. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presente |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
REVERSE RECAPITALIZATION | 3. REVERSE RECAPITALIZATION On July 23, 2021, Tuscan merged with Microvast, Inc., with Microvast, Inc. surviving from 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 certain MPS convertible loan investors (the “CL Investors”, refer to Note 14) 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 $482,500; ● 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 $1,500; 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; Pursuant to the Merger Agreement, the former owners of Microvast, Inc. (“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 Common Stock and converting the exercise price based on the exchange ratio of 160.3 (the “Common Exchange Ratio”). Refer to Note 21. 1 In connection with the Merger Agreement, Tuscan, MPS a subsidiary of Microvast, Inc., CL Investors ( refer to Note 14), 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 18). 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 21. 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 Bridge Notes Holders 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 net proceeds of approximately $705,129, including $482,500 of cash in connection with the PIPE financing and the contribution of $281,726 of cash held in Tuscan’s trust account from its initial public offering, net of redemptions of Tuscan public stockholders of $922 and $58,175 transaction costs. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE | 4. ACCOUNTS RECEIVABLE Accounts receivable consisted of the following: December 31, December 31, Accounts receivable $ 81,345 $ 93,722 Allowance for doubtful accounts (5,047 ) (5,005 ) Accounts receivable, net $ 76,298 $ 88,717 Movement of allowance for doubtful accounts was as follows: Year Ended 2019 2020 2021 Balance at beginning of the period $ 10,111 $ 5,537 $ 5,047 (Reserve)/Charge to expenses (4,250 ) (240 ) 721 Write off (233 ) (493 ) (849 ) Exchange difference (91 ) 243 86 Balance at end of the period $ 5,537 $ 5,047 $ 5,005 |
Inventories, Net
Inventories, Net | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES, NET | 5. INVENTORIES, NET Inventories consisted of the following: December 31, December 31, Work in process $ 22,167 $ 20,760 Raw materials 17,451 25,266 Finished goods 5,350 7,398 Total $ 44,968 $ 53,424 Provision for obsolete inventory at $4,233 $1,343 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 6. PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, December 31, Advances to suppliers $ 2,117 $ 7,102 Prepaid expenses 208 4,687 VAT receivables 2,471 4,106 Deposits 746 1,029 Other receivables 480 203 Total $ 6,022 $ 17,127 The balance of the VAT receivables represented the amount available for future deduction against VAT payable. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | 7. PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following: December 31, December 31, Machineries and equipment $ 123,889 $ 150,519 Buildings 39,988 41,920 Leasehold improvements 26,627 30,035 Fixtures and electronic equipment 9,086 13,848 Motor vehicles 8,073 8,507 Total 207,663 244,829 Less: accumulated depreciation (67,043 ) (88,745 ) Construction in progress 57,397 96,973 Property, plant and equipment, net $ 198,017 $ 253,057 The Group recorded depreciation expenses of $14,676, $16,097 and $19,975 for the years ended December 31, 2019, 2020 and 2021, respectively. $2,908, $567 and $2,443 impairment losses were recognized for the years ended December 31, 2019, 2020 and 2021, respectively, primarily related to the obsolete machineries and equipment as a result of technology development or product upgrade. |
Land Use Rights, Net
Land Use Rights, Net | 12 Months Ended |
Dec. 31, 2021 | |
Land Use Rights Net [Abstract] | |
LAND USE RIGHTS, NET | 8. LAND USE RIGHTS, NET Land use rights consisted of the following: December 31, December 31, Cost of land use rights $ 16,007 $ 16,390 Less: accumulated amortization (2,006 ) (2,382 ) Land use rights, net $ 14,001 $ 14,008 The land use rights were acquired for the use of the Group’s production facilities. Land use rights are amortized on a straight-line basis for 50 years or shorter of the estimated usage periods or the terms of the land use rights agreements. The Group recorded amortization expenses of $302 $303 |
Acquired Intangible Assets, Net
Acquired Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
ACQUIRED INTANGIBLE ASSETS, NET | 9. ACQUIRED INTANGIBLE ASSETS, NET December 31, December 31, Cost of acquired intangible assets $ 4,051 $ 4,104 Less: accumulated amortization (1,772 ) (2,222 ) Acquired intangible assets, net $ 2,279 $ 1,882 The Group recorded amortization expense of $409 $392 The annual amortization expense for each of the five succeeding fiscal years and thereafter are as follows: 2022 $ 244 2023 243 2024 237 2025 233 2026 231 Thereafter 694 Total $ 1,882 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 10. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES December 31, December 31, Product warranty $ 4,296 $ 20,922 Payables for purchase of property, plant and equipment 15,122 18,500 Other current liabilities 3,959 10,636 Accrued payroll and welfare 2,704 3,476 Accrued expenses 1,696 2,444 Interest payable 1,379 1,836 Other tax payable 1,472 926 Payables to exiting investors (a) 30,000 - Total $ 60,628 $ 58,740 (a) The payables to exiting investors represents the amount for the redemption of the shares owned by certain noncontrolling shareholders of a subsidiary, which was paid out as of December 31, 2021. See Note 18. |
Product Warranty
Product Warranty | 12 Months Ended |
Dec. 31, 2021 | |
Product Warranties Disclosures [Abstract] | |
PRODUCT WARRANTY | 11. PRODUCT WARRANTY Movement of product warranty was as follows: Year Ended 2019 2020 2021 Balance at beginning of the period $ 16,565 $ 18,416 $ 19,356 Provided for new sales during the period 3,501 3,477 6,447 Provided for pre-existing legacy product - - 46,485 Utilized during the year (1,650 ) (2,537 ) (13,830 ) Balance at end of the year $ 18,416 $ 19,356 $ 58,458 Product warranty – current $ 3,723 $ 4,296 $ 20,922 Product warranty – non-current 14,693 15,060 37,536 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 $46,485 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. |
Bank Borrowings
Bank Borrowings | 12 Months Ended |
Dec. 31, 2021 | |
Bank Borrowings [Abstract] | |
BANK BORROWINGS | 12. 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 4 The bank facility agreement with the German bank includes a $13,013 (EUR11 million) 8-year maturity term loan and a $4,732 (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 $4,732 (EUR4 million) revolving facility at 6.00% annual interest, needs to be renewed every year (60 days in advance). During the year ended December 31, 2021, the Group drew down the 8-year maturity term loan to the amount of $9,660. On October 1, 2021, the Company 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 were as follows: Year Ended 2019 2020 2021 Beginning balance $ 66,267 $ 11,922 $ 12,184 Proceeds from bank borrowings 17,735 17,308 38,926 Repayments of principal (71,674 ) (17,815 ) (37,568 ) Exchange difference (406 ) 769 (241 ) Ending balance $ 11,922 $ 12,184 $ 13,301 All balance of bank borrowings as of December 31, 2021 is 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 December 31, 2021 are as follows: December 31, December 31, Buildings $ 22,732 $ 31,361 Machinery and equipment 19,297 7,376 Land use rights 2,789 4,470 Total $ 44,818 $ 43,207 |
Other Non-Current Liabilities
Other Non-Current Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Non-Current Liabilities [Abstract] | |
OTHER NON-CURRENT LIABILITIES | 13. OTHER NON-CURRENT LIABILITIES December 31, December 31, Payable to exiting investors $ 94,316 $ - Product warranty - non-current 15,060 37,536 Deferred subsidy income- non-current 1,221 2,286 Total $ 110,597 $ 39,822 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 18. The balance was paid out as of December 31, 2021. |
Bonds Payable
Bonds Payable | 12 Months Ended |
Dec. 31, 2021 | |
Bonds Payable [Abstract] | |
BONDS PAYABLE | 14. BONDS PAYABLE December 31, December 31, Bonds payable Third-party investors $ 29,915 $ - Total $ 29,915 $ - Long–term bonds payable Huzhou Saiyuan Equity Investment Partnership (L.P.) (“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 of $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. Bonds payable are carried at amortized cost and accrued interests are recorded in accrued expenses and other current liabilities. See Note 10. As of December 31, 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 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 Bridge Notes were contingent upon the occurrence of a 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 Bridge 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 Bridge Notes. Changes in fair value at a loss of $9,861 was recorded in the consolidated statements of operations for the year ended December 31, 2021. On July 23, 2021, upon the completion of the Merger between Microvast, Inc. and Tuscan, the Bridge Notes were converted into 6,736,106 shares of Common Stock of the combined company as disclosed in Note 3. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
WARRANTS | 15. WARRANTS Upon the Merger, the Company assumed 27,600,000 publicly-traded warrants (“Public Warrants”) which were issued in connection with Tuscan’s initial public offering. The Company also assumed 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). The Warrants entitle the holder to purchase one share of the Company’s Common Stock at an exercise price of $11.50 per share. During the year ended December 31, 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 Common Stock was not completed within 90 days following the Merger, warrant holders may exercise the 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 Public Warrant was determined to be equity classified in accordance with ASC 815, Derivatives and Hedging . 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 at fair value of $3,574 in warrant liability upon Merger, and subsequently remeasured at fair value. A remeasurement gain of $2,469 was recorded for the year ended December 31, 2021 in the 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, December 31, Market price of public stock $ 10.00 $ 5.66 Exercise price $ 11.50 $ 11.50 Expected term (years) 5.00 4.57 Volatility 54.14 % 50.80 % Risk-free interest rate 0.72 % 1.20 % 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 | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | 16. 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, and warrants at fair value on a recurring basis as of December 31, 2020 and 2021. Cash and cash equivalents and restricted cash 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 and Bridge Notes are 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 15. As of December 31, 2020 and December 31, 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 December 31, 2021 (In thousands) Quoted Prices in Active Market for Identical Assets Significant Other Significant Unobservable Inputs Total Cash and cash equivalents $ 480,931 - - $ 480,931 Restricted cash 55,178 - - 55,178 Total financial asset $ 536,109 - - $ 536,109 Warrant liability $ - - 1,105 $ 1,105 Total financial liability $ - - 1,105 $ 1,105 The following is a reconciliation of the beginning and ending balances for Level 3 Bridge Notes during the year ended December 31, 2021: (In thousands) Bridge Notes Balance as of January 1, 2021 $ - Issuance of Bridge Notes 57,500 Changes in fair value of Bridge Notes 9,861 Conversion as of Merger (67,361 ) Balance as of December 31, 2021 $ - The following is a reconciliation of the beginning and ending balances for Level 3 warrant liability during the year ended December 31, 2021: (In thousands) Warrant Balance as of January 1, 2021 $ - Assumed warrant liability upon Merger 3,574 Changes in fair value (2,469 ) Balance as of December 31, 2021 $ 1,105 Measured or disclosed at fair value on a nonrecurring basis The Group measured the fair value of the Company’s convertible redeemable preferred share and the redeemable noncontrolling interests of a subsidiary on each of the date when there are changes in the terms of shareholding rights and preferences. The fair value was determined using models with significant unobservable inputs (Level 3 inputs), among which, the Group applied a Discounts For Lack Of Marketability (“DLOM”) of 20% in the fair value measurement for the convertible redeemable preferred share and redeemable noncontrolling interests in 2019, since there was no readily available market for shares in a closely-held company similar to the Company. The Group measured the fair value of 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
INCOME TAXES | 17. INCOME TAXES US The Company is incorporated in the U.S. and is subject to the U.S. state and federal income tax. Net operating loss incurred in taxable years beginning after December 31, 2017 are permitted to be carried forward indefinitely but may not be carried back. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”) was enacted and signed into law in the United States. The CARES Act includes measures to assist companies, including temporary changes to income and non-income-based tax laws. The CARES Act contains several corporate income tax provisions, including making remaining alternative minimum tax (AMT) credits immediately refundable; providing a 5-year carryback of net operating losses (NOLs) generated in tax years 2018, 2019, and 2020. NOLs arising in 2018, 2019, and 2020 can be 100% utilized if taxable income was generated prior to 2021. Any portion of an NOL that arises in a tax year beginning in 2018, 2019, or 2020 that is not absorbed prior to a tax year beginning before 2021 is subject to the 80 percent limitation in tax years beginning after 2020. The CARES Act did not have a material impact on the Company’s tax provision for the year ended December 31, 2019, 2020 and 2021. PRC Under the Enterprise Income Tax Law of the PRC (the “EIT Law”), PRC enterprise income tax is generally calculated at 25% of the Company’s subsidiaries located in the PRC as determined in accordance with the EIT Law, except for certain subsidiaries which enjoy tax rates substantially lower than 25% due to incentive policies. MPS was recognized as a “New and High Tech Enterprises” (“NHTE”) by relevant PRC government authorities in 2012 and received renewal of its NHTE status in 2015, 2018 and 2021. Therefore, MPS, as the NHTE, is entitled to a rate of 15% for 2019, 2020 and 2021. Huzhou Hongwei New Energy Automobile Co., Ltd. (“Hongwei”) was recognized as a NHTE by relevant PRC government authorities in 2020 and it is entitled to a rate of 15% for 2020 and 2021. The withholding tax of 10% under the EIT Law is imposed on dividends declared to foreign investors with respect to profit earned by PRC subsidiaries from January 1, 2008 onward. Deferred tax liability was not provided with respect to undistributed profits of relevant PRC subsidiaries for the years ended December 31, 2019, 2020 and 2021, as the Group concluded that profits generated by the relevant PRC subsidiaries are considered to be permanently reinvested, because the Group does not have any present plan to pay any cash dividends on its ordinary shares in the foreseeable future and intends to retain all of its available funds and any future earnings for use in the operation and expansion of its business. UK UK corporation tax is calculated at an average tax rate of 19% for the years ended December 31, 2019, 2020 and 2021, respectively. The estimated assessable profit generated by the Company’s subsidiary located in UK would be imposed the enterprise income tax at such rate, in accordance with the Corporation Tax Acts. The Company did not have taxable profit and no corporation tax expense was recorded for the years ended December 31, 2019, 2020 and 2021. Germany Germany enterprise income tax which is a combination of corporate income tax and trade tax is calculated at an average tax rate of 31.9% for the years ended December 31, 2019 and 2020, and 29.1% for the years ended December 31, 2021 for the Company’s subsidiary located in Germany in accordance with relevant tax rules and regulations in Germany. A provision for income tax of $189, $1, and $ nil December 31, 2019 December 31, December 31, Domestic(USA) $ (3,030 ) $ (3,584 ) $ (98,821 ) Foreign (56,444 ) (30,040 ) (107,662 ) Loss before income tax $ (59,474 ) $ (33,624 ) $ (206,483 ) The current and deferred components of the income tax expense in the consolidated statements of operations were as follows: December 31, 2019 December 31, December 31, Current tax expenses: Domestic $ - $ - $ - Foreign 189 1 - Total current tax expense 189 1 - Deferred tax expense: Domestic - - - Foreign - - - Total current tax expense - - - Total provision for income taxes $ 189 $ 1 $ - The components of the Group’s deferred tax assets are as follows: December 31, December 31, Deferred tax assets: Net operating loss carry-forwards $ 28,484 $ 38,858 Allowance for doubtful accounts and inventory provision 3,443 4,712 Product warranty 2,903 8,769 Impairment of property, plant and equipment 821 1,210 Deferred income 216 392 Accrued expense 805 239 Others 615 920 Less: valuation allowance (37,287 ) (55,100 ) Net deferred tax assets $ - $ - The movements of valuation allowance for the years end December 31, 2019, 2020 and 2021 are as follows: December 31, December 31, December 31, Balance at beginning of the period $ 19,503 $ 30,857 $ 37,287 Additions 11,649 7,402 17,912 Reversal (295 ) (972 ) (99 ) Balance at end of the period $ 30,857 $ 37,287 $ 55,100 Reconciliation between the income tax expense computed by applying the U.S. federal corporate income tax rate of 21% to loss before income tax and actual provision is as follows: December 31, December 31, December 31, Loss before income tax $ (59,474 ) $ (33,624 ) $ (206,483 ) Tax credit at the U.S. federal corporate income tax rate of 21% (12,490 ) (7,061 ) (43,361 ) Tax effect of permanent differences – Share-based compensation - - 17,408 Tax effect of permanent differences – Others (2,961 ) (2,152 ) (1,411 ) Tax effect of income tax rate difference in other jurisdictions 4,076 2,511 6,287 Changes in valuation allowance 11,669 6,702 21,077 Others (105 ) 1 - Income tax expense $ 189 $ 1 $ - As of December 31, 2021, the Group had $241,923 operating loss carried forward. The operating loss carried forward for the Company’s PRC subsidiaries amounted to $211,863, which will expire on various dates from 2023 to 2031. For the remaining operating loss, $30,060 will be carried forward indefinitely. The Group determined the valuation allowance on an entity by entity basis and assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets. The valuation allowance, which is primarily related to entities with net operating loss carry-forwards for which the Group does not believe it will ultimately be realized. |
Noncontrolling Interests
Noncontrolling Interests | 12 Months Ended |
Dec. 31, 2021 | |
Noncontrolling Interest [Abstract] | |
NONCONTROLLING INTERESTS | 18. 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. As a result, the Group reclassified the outstanding balance of noncontrolling interest as liability (included in accrued expenses and other current liabilities and other non-current liabilities line items as payable to exiting investors) and measured at amortized cost. See Note 10 and 13. 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 was fully repaid to the Exiting Investors as of December 31, 2021. 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 | 12 Months Ended |
Dec. 31, 2021 | |
Common Stock [Abstract] | |
COMMON STOCK | 19. 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 December 31, 2021, there were 300,530,516 shares of Common Stock issued and 298,843,016 shares outstanding. |
Preferred Shares
Preferred Shares | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure of Preferred Shares [Abstract] | |
PREFERRED SHARES | 20. PREFERRED SHARES As of January 1, 2019, Microvast, Inc. 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 A1 Preferred 31,357,306 Ashmore Global Special Situations Fund 4 Limited Partnership and Ashmore Global Special Situations Fund 5 Limited Partnership (“Ashmore”) and International Finance Corporation (“IFC”) Series B1 Preferred 15,649,083 Ashmore Cayman SPC Limited (“Ashmore Cayman”) and IFC Series EEL Preferred 22,311,516 Evergreen Ever Limited (“EEL”) Total 69,317,905 In 2018, upon issuance of the convertible bonds to third-party investors, the Company signed a contribution and issuance agreement with the existing preferred shareholders, in which all the preferred shareholders of the Company agreed that when contribution conditions from bond holders are met, the existing shareholders will exchange their respective Series A1, Series B1 and Series EEL Preferred where Series C1 Preferred shares (“ Series C1 Preferred Series C2 Preferred Series D1 Preferred As this transaction resulted in extinguishment of preferred shares, the Group re-measured the fair value of A1/C1, B1/C2 and EEL/D1 Preferred at the transaction date, which led to a decrease of $61,138 in fair value. The decrease in the fair value amount of the redeemable preferred shares was recorded as a change in additional paid-in capital. 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 A1/C1 Preferred, Series B1/C2 Preferred, Series EEL/D1 Preferred and redeemable noncontrolling interests included in the mezzanine equity for the years ended December 31, 2019, 2020 and 2021 were as follows: (In thousands) Series A1/C1 Series B1/C2 Series EEL/D1 Redeemable Balance as of January 1, 2019 $ 76,864 $ 65,881 $ 153,223 $ 79,615 Accretion before the extinguishment 961 804 15,439 796 Conversion from Series A1 to C2 Preferred (11,417 ) 11,417 — — Fair value change of preferred shares and redeemable noncontrolling interests due to the extinguishment 7,135 (12,146 ) (56,127 ) (8,299 ) Accretion after the extinguishment 3,141 7,144 15,400 8,449 Ending balance as of December 31, 2019 $ 76,684 $ 73,100 $ 127,935 $ 80,561 Accretion 3,897 8,866 18,648 10,259 Ending balance as of December 31, 2020 $ 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 December 31, 2021 $ - $ - $ - $ - |
Share-based payment
Share-based payment | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SHARE-BASED PAYMENT | 21. 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 share-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 modified from the 2012 Plan) for issuance in accordance with the 2021 Plan’s terms. As of December 31, 2021, 76,613,244 shares of Common Stock was available for grant under the 2021 Plan. Share options During the year ended December 31, 2021, the Company recorded share-based compensation expense of $24,222 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 yield (5) 0.00 % Weighted average fair value of options modified $ 4.70-$5.36 (1) Exercise price Exercise price was extracted from option agreements. (2) Expected lives Expected lives was derived from option agreements. (3) Volatility The volatility of the underlying common shares during the lives of the options was estimated based on the historical stock price volatility of comparable listed companies over a period comparable to the expected term of the options and the implied volatility of the Company. (4) Risk-free interest rate Risk-free interest rate was estimated based on the market yield of US Government Bond with maturity close to the expected term of the options, plus country risk spread. (5) Expected dividend yield The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. Share options activity for the years ended December 31, 2019, 2020 and 2021 was as follows (all stock award activity was retroactively restated to reflect the conversion in July 2021): Share options life Number of Shares Weighted Average Exercise Price (US$) Weighted Average Grant Date Fair Value (US$) Weighted Average Remaining Contractual Outstanding as of January 1, 2019 8,810,178 5.55 2.16 8.1 Forfeited (1,231,675 ) 5.83 2.27 Outstanding as of December 31, 2019 7,578,503 5.50 2.14 7.1 Expected to vest and exercisable as of December 31, 2019 7,578,503 5.50 2.14 7.1 Outstanding as of January 1, 2020 7,578,503 5.50 2.14 7.1 Grant 28,350,160 6.28 3.09 Forfeited (1,190,696 ) 3.89 2.04 Outstanding as of December 31, 2020 34,737,967 6.19 2.92 9.0 Expected to vest and exercisable as of December 31, 2020 34,737,967 6.19 2.92 9.0 Outstanding as of January 1, 2021 34,737,967 6.19 2.92 9.0 Granted - - - Forfeited (1,234,310 ) 6.28 3.20 Outstanding as of December 31, 2021 33,503,657 6.19 4.95 (a) 7.9 Expected to vest and exercisable as of December 31, 2021 33,503,657 6.19 4.95 (a) 7.9 (a) The amount represented weighted average modification date value per share. The total unrecognized equity-based compensation costs as of December 31, 2021 related to the stock options was $142,598, which is expected to be recognized over a weighted-average period of 2.6 years. The aggregate intrinsic value of the share options as of December 31, 2021 was $ nil 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 share-based compensation expense of $18,925 related to these non-vested share units awards based on the fair value determined by the lower of the capped price and stock market price as of December 31, 2021. Non-vested share units activity for the years ended December 31, 2019, 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, 2019 17,291,560 0.96 Forfeited (772,341 ) 1.60 Transfer from non-vested shares 3,289,837 0.64 Outstanding as of December 31, 2019 19,809,056 0.90 Forfeited (71,494 ) 1.42 Transfer from non-vested shares 3,289,837 1.14 Outstanding as of December 31, 2020 23,027,399 0.93 Forfeited - - Outstanding as of December 31, 2021 23,027,399 8.74 (a) (a) The amount represented weighted average modification date value per share. As of modification date, the settled price was the capped price as described above. The total unrecognized equity-based compensation costs as of December 31, 2021 related to the non-vested share units was $111,410. Restricted Stock Units Following the Merger, the Company granted 398,811 restricted stock units (“RSUs”) and 328,789 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 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 PSU 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 $434 related to these RSU awards and $323 related to these PSU awards during the year ended December 31, 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: Year Ended December 31, Expected term (years) (1) 2.18-2.35 Volatility (2) 63.06%-64.31 % Average correlation coefficient of peer companies (3) 0.7960-0.8120 Risk-free interest rate (4) 0.31%-0.55 % Expected dividend yield (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 restricted stock Number of Weighted Outstanding as of January 1, 2019 5,578,012 0.93 Transfer to capped non-vested share units (2,288,175 ) 0.64 Outstanding as of December 31, 2019 3,289,837 1.14 Transfer to capped non-vested share units (3,289,837 ) 1.14 Outstanding as of December 31, 2020 - - Grant 727,600 9.07 Vested (14,279 ) 8.52 Forfeited (41,880 ) 9.05 Outstanding as of December 31, 2021 671,441 9.08 The total unrecognized equity-based compensation costs as of December 31, 2021 related to the non-vested restricted stock units was $5,462. 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. Series B2 Preferred subscribed by employees-continued 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 8,545,490 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 $39,227 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 share-based compensation: Year Ended December 31, 2019 2020 2021 Cost of revenues $ - $ - $ 4,309 General and administrative expenses - - 59,492 Research and development expenses - - 13,064 Selling and marketing expenses - - 6,029 Construction in process - - 237 Total $ - $ - $ 83,131 |
Mainland China Contribution Pla
Mainland China Contribution Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
MAINLAND CHINA CONTRIBUTION PLAN | 22. 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 $2,722 $2,192 |
Statutory Reserves and Restrict
Statutory Reserves and Restricted Net Assets | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Text Block Supplement [Abstract] | |
STATUTORY RESERVES AND RESTRICTED NET ASSETS | 23. STATUTORY RESERVES AND RESTRICTED NET ASSETS Relevant PRC statutory laws and regulations permit payments of dividends by the Group’s PRC subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries. Because the Group’s entities in the PRC can only be paid out of distributable profits reported in accordance with PRC accounting standards, the Group’s entities in the PRC are restricted from transferring a portion of their net assets to the Company. In accordance with the Regulations on Enterprises with Foreign Investment of China and their articles of association, a foreign invested enterprise established in the PRC is required to provide certain statutory reserves, namely general reserve fund, the enterprise expansion fund and staff welfare and bonus fund which are appropriated from net profit as reported in the enterprise’s PRC statutory accounts, which is included in retained earnings accounts in equity section of the consolidated balance sheets. A wholly-owned foreign invested enterprise is required to allocate at least 10% of its annual after-tax profit to the general reserve until such reserve reaches 50% of its respective registered capital based on the enterprise’s PRC statutory accounts. Appropriations to the enterprise expansion fund and staff welfare and bonus fund are at the discretion of the board of directors for all foreign invested enterprises. The aforementioned reserves can only be used for specific purposes and are not distributable as cash dividends. If any PRC subsidiary incur debt on its own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to the Group. Any limitation on the ability of the PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit the ability to grow, make investments or acquisitions that could be beneficial to pay dividends. The restricted amounts include the paid-in capital and statutory reserves of the Group’s entities in the PRC. The aggregate amount of paid-in capital and statutory reserves, which is the amount of net assets of the Group’s entities in the PRC (mainland) not available for distribution, were $156,333 and $378,506 as of December 31, 2020 and 2021, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | 24. SEGMENT INFORMATION Operating segments are defined as components of an enterprise engaging in businesses activities for which separate financial information is available that is regularly evaluated by the Group’s chief operating decision makers (“CODM”) in deciding how to allocate resources and assess performance. The Group’s CODM has been identified as the Chief Executive Officer (“CEO”), who reviews consolidated results including revenue, gross profit and operating profit at a consolidated level only and does not distinguish between products for the purpose of making decisions about resources allocation and performance assessment. As such, the Group concluded that it has one operating segment and one reporting segment. Long-lived assets, classified by major geographic regions are as follows. December 31, December 31, Geographic regions 2020 2021 Amount % Amount % PRC 198,921 94 % 211,139 79 % Asia & Pacific 198,921 94 % 211,139 79 % Germany 12,747 6 % 21,966 8 % United Kingdom 120 0 % 67 0 % Europe 12,867 6 % 22,033 8 % United States 230 0 % 33,893 13 % Total 212,018 100 % 267,065 100 % Disaggregation of revenue Revenues, classified by major geographic regions in which the Group’s customers are located are as follows Year ended December 31, Year ended December 31, Year ended December 31, Geographic regions 2019 2020 2021 Amount % Amount % Amount % PRC 49,346 64 % 66,160 62 % 93,326 61 % India 4,988 7 % 8,570 8 % 17,805 12 % Russia 3,673 5 % 5,671 5 % 12,213 8 % Other countries 7,430 10 % 2,254 2 % 8,172 5 % Asia & Pacific 65,437 86 % 82,655 77 % 131,516 86 % United Kingdom 668 1 % 11,544 11 % 11,386 7 % Other countries 10,011 13 % 12,770 12 % 8,156 6 % Europe 10,679 14 % 24,314 23 % 19,542 13 % Other 318 0 % 549 0 % 918 1 % Total 76,434 100 % 107,518 100 % 151,976 100 % |
Related Party Balances and Tran
Related Party Balances and Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY BALANCES AND TRANSACTIONS | 25. RELATED PARTY BALANCES AND TRANSACTIONS Name Relationship with the Group Ochem Chemical Co., Ltd (“Ochem”) Controlled by CEO Ochemate Material Technologies Co., Ltd (“Ochemate”) Controlled by CEO (1) Related party transaction Year Ended December 31, 2019 2020 2021 Raw material sold to Ochem $ — $ 167 $ 390 (2) Interest-free loans MPS received certain interest-free loans from related parties, Ochemate and Ochem, for the years ended December 31, 2019, 2020 and 2021, with accumulative amounts of $15,142 $18,889 The outstanding balance for the amount due from Ochem was nil as of December 31, 2020 and $85 as of December 31, 2021, respectively. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | 26. NET LOSS PER SHARE The following table sets forth the computation of basic and diluted net loss per share for the periods indicated: Year Ended December 31, 2019 2020 2021 Numerator: Net loss attributable to Common Stock shareholders $ (115,479 ) $ (80,963 ) $ (234,103 ) Denominator: Weighted average Common Stock outstanding used in computing basic and diluted net loss per share 99,028,297 99,028,297 185,896,482 Basic and diluted net loss per share $ (1.17 ) $ (0.82 ) $ (1.26 ) For the years ended December 31, 2019, 2020 and 2021, the following Common Stock outstanding were excluded from the calculation of diluted net loss per share, as their inclusion would have been anti-dilutive for the periods prescribed. Year ended December 31, 2019 2020 2021 Shares issuable upon exercise of share options 8,108,700 18,281,198 33,786,356 Shares issuable upon vesting of non-vested shares 4,712,098 72,122 167,268 Shares issuable upon exercise of warrants — — 12,543,444 Shares issuable upon conversion of Series A1 Preferred 2,613,042 — — Shares issuable upon conversion of Series B1 Preferred 1,304,117 — — Shares issuable upon conversion of Series B2 Preferred 8,545,490 8,545,490 6,035,544 Shares issuable upon conversion of Series C1 Preferred 24,527,400 26,757,258 14,881,434 Shares issuable upon conversion of Series C2 Preferred 18,561,830 20,249,450 11,262,023 Shares issuable upon conversion of Series D1 Preferred 22,311,516 22,311,516 12,408,870 Shares issuable upon conversion of Series D2 Preferred 16,432,674 16,432,674 9,139,268 Shares issuable upon conversion of non-controlling interests of a subsidiary 17,253,182 17,253,182 9,595,605 Shares issuable upon vesting of Earn-out shares — — 8,821,913 Shares issuable that may be subject to cancellation — — 744,349 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 27. 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 416,702 ordinary shares (the number of shares were retroactively recast to reflect the exchange ratio established in the Merger) 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 postponed the trial until 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 years ended December 31, 2019, 2020 and 2021. Capital commitments Capital commitments for construction of property and purchase of property, plant and equipment were $225,247 as of December 31, 2021, which is mainly for the construction of the lithium battery production line. Lease commitments Future minimum payments under lease commitments as of December 31, 2021 were as follows: December 31, 2021 2022 $ 3,763 2023 3,151 2024 2,345 2025 1,879 2026 1,879 Thereafter 17,109 Total Lease Liabilities $ 30,126 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 28. SUBSEQUENT EVENTS New RSU Grants During the first quarter of 2022, the Company granted 38,566 RSUs to certain employees subject to service condition. The service condition requires the participant’s continued employment with the Company through the applicable vesting date. |
Schedule I Condensed Financial
Schedule I Condensed Financial Information of Parent Company | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company [Member] | |
Schedule I Condensed Financial Information of Parent Company [Line Items] | |
SCHEDULE I CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY | December 31, December 31, Assets Current assets: Cash and cash equivalents $ 1,600 $ 357,008 Prepaid expenses and other current assets 126 - Amount due from subsidiaries 3,081 - Total Current Assets 4,807 357,008 Property, plant and equipment, net 3 - Other non-current assets 377 - Investments in subsidiaries 6,122 690,032 Total Assets $ 11,309 $ 1,047,040 Liabilities Current liabilities: Amount due to inter-company - 359,202 Accrued expenses and other current liabilities - 35 Income tax payables 557 - Bonds payable 64,432 - Total Current Liabilities 64,989 359,237 Deposit liability for Series B2 Preferred 21,792 - Warrant liability - 1,105 Total Liabilities $ 86,781 $ 360,342 December 31, December 31, Mezzanine Equity (Note 18 and Note 20) Series C1 Preferred (US$0.0001 par value; 26,757,258 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of December 31, 2021) $ 80,581 $ - Series C2 Preferred (US$0.0001 par value; 20,249,450 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of December 31, 2021) 81,966 - Series D1 Preferred (US$0.0001 par value; 22,311,516 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of December 30, 2021) 146,583 - Total Mezzanine Equity $ 309,130 $ - Shareholders’ Deficit 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 2021; 99,028,297 and 300,530,516 shares issued, and 99,028,297 and 298,843,016 shares outstanding as of December 31, 2020 and 2021) $ 6 $ 30 Additional paid-in capital - 1,306,034 Statutory reserves 6,032 6,032 Accumulated deficit (397,996 ) (632,099 ) Accumulated other comprehensive income 7,356 6,701 Total Shareholders’ (Deficit)/Equity (384,602 ) 686,698 Total Liabilities, Mezzanine Equity and Shareholders’ Equity $ 11,309 $ 1,047,040 Y ear 2019 2020 2021 Revenues from subsidiaries $ 289 $ 199 $ - Gross profit 289 199 - Operating expenses: General and administrative expenses (2,360 ) (3,340 ) (2,424 ) Total operating expenses (2,360 ) (3,340 ) (2,424 ) Subsidy income - 224 - Loss from operations (2,071 ) (2,917 ) (2,424 ) Other income and expenses: Interest income 134 38 10 Loss on changes in fair value of Bridge Notes - - (9,861 ) Gain on change in fair value of warrant liability - - 2,469 Other expense, net - - 59 Loss before provision for income taxes (1,937 ) (2,879 ) (9,747 ) Income tax expense - - - Loss from investment in subsidiaries (55,603 ) (30,746 ) (196,736 ) Net loss attributable to Microvast Holdings, Inc. $ (57,540 ) $ (33,625 ) $ (206,483 ) Year Ended 2019 2020 2021 Net loss $ (57,540 ) $ (33,625 ) $ (206,483 ) Other comprehensive loss, net of tax of nil: Foreign currency translation adjustment (3,965 ) 16,622 (655 ) Total comprehensive loss attributable to Microvast Holdings, Inc. $ (61,505 ) $ (17,003 ) $ (207,138 ) Year Ended December 31, 2019 2020 2021 Net cash used in operating activities (6,736 ) (3,398 ) (2,846 ) Cash flows from investing activities Purchases of property, plant and equipment - (380 ) (18,465 ) Investment in subsidiaries - - (354,014 ) Net cash used in investing activities - (380 ) (372,479 ) Cash flows from financing activities Cash received from the trust account upon Merger, net of transaction costs - - 223,605 Cash received from PIPE investors upon Merger - - 482,500 Issuance of Bridge Notes - - 57,500 Payment to exited noncontrolling interests - - (32,872 ) Net cash generated from financing activities - - 730,733 (Decrease)/increase in cash, cash equivalents and restricted cash (6,736 ) (3,778 ) 355,408 Cash, cash equivalents and restricted cash at beginning of the period 12,114 5,378 1,600 Cash, cash equivalents and restricted cash at end of the period $ 5,378 $ 1,600 $ 357,008 |
Basis for Preparation
Basis for Preparation | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company [Member] | |
Basis for Preparation [Line Items] | |
BASIS FOR PREPARATION | 1. BASIS FOR PREPARATION The financial information of the Company has been prepared using the same accounting policies as set out in the Group’s consolidated financial statements except that the Company has used the equity method to account for investments in its subsidiaries. On July 23, 2021, Tuscan Holdings Corp. consummated the Merger with Microvast, Inc. pursuant to the Merger agreement dated February 1, 2021, with Microvast, Inc. surviving from the Merger. As a result of the Merger, Tuscan Holdings Corp. was renamed “Microvast Holdings, Inc.” The Merger transaction is accounted for as a reverse recapitalization as Microvast, Inc. was determined to be the accounting acquirer. As such, the historical consolidated comparative information as of and for the years ended December 31, 2019 and 2020 in this Schedule I relates to Microvast, Inc. The shares issued and outstanding prior to the completion of the Merger has been retroactively adjusted to give effect to the exchange ratio established in the Merger Agreement. |
Investments in Subsidiaries
Investments in Subsidiaries | 12 Months Ended |
Dec. 31, 2021 | |
Parent Company [Member] | |
Investments in Subsidiaries [Line Items] | |
INVESTMENTS IN SUBSIDIARIES | 2. INVESTMENTS IN SUBSIDIARIES The Company and its subsidiaries were included in the consolidated financial statements where the inter-company transactions and balances were eliminated upon consolidation. For the purpose of the Company’s stand-alone financial statements, its investments in subsidiaries were reported using the equity method of accounting. The Company’s share of income from its subsidiaries were reported as equity in earnings of subsidiaries in the accompanying parent company financial statements. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The consolidated financial statements of the Group have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) . |
Basis of consolidation | Basis of consolidation The consolidated financial statements of the Group include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. |
Noncontrolling interests and redeemable noncontrolling interests | Noncontrolling interests and redeemable noncontrolling interests For the Company’s consolidated subsidiaries, noncontrolling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. Noncontrolling interests are classified as a separate line item in the equity section of the Company’s consolidated balance sheets and have been separately disclosed in the Company’s consolidated statements of operations and comprehensive loss to distinguish the interests from that of the Company. Noncontrolling interests in subsidiaries that are redeemable at the option of the holder and not solely within the control of the Company for cash or other assets are classified outside of permanent equity at redemption value as redeemable noncontrolling interests. If the redemption event is probable to occur, the Company records the redeemable noncontrolling interests at the redemption value on each balance sheet date with the changes recognized as an adjustment to equity. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, revenue, costs and expenses in the consolidated financial statements and accompanying notes, and disclosure of contingent liabilities at the date of the consolidated financial statements. Actual results could differ from these estimates. 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 Bridge Notes, fair value measurement of warrant liability and share based compensation. |
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. |
Cash and cash equivalents | Cash and cash equivalents Cash and cash equivalents consist of cash on hand and highly liquid investments, which are unrestricted from withdrawal or use, or which have maturities of three months or less. |
Restricted cash | Restricted cash Restricted cash represents deposits made to banks to secure bank acceptance notes (or Notes Payable) and letter of credit issued by the Group. It’s common in PRC that the banks require the Group to pledge notes received from its customers, up to 111%, or make a deposit for up to 100% of the face amount of the bank acceptance notes the Group issued as collateral. The deposits and the matured bank acceptance notes from its customers are recorded as restricted cash in the consolidated balance sheets. |
Accounts receivable | Accounts receivable Accounts receivable represents those receivables derived in the ordinary course of business, net of allowance for doubtful accounts. The Group maintains an allowance for doubtful accounts for estimated losses on accounts receivable. Management considers the following factors when determining the collectability of specific accounts: creditworthiness of customers, aging of the receivables, past transaction history with customers and their current financial condition, changes in customer payment terms, specific facts and circumstances, and the overall economic climate in the industries the Group operates. |
Notes receivable and payable | Notes receivable and payable The Group accepts bank acceptance notes (“notes”) from customers in the PRC in the normal course of business. The Group may present these notes with banks in the PRC for cash payment or endorse these notes to its suppliers to settle its accounts payable. When the notes are endorsed by the Company, the Company is jointly liable with other endorsers in the note. Notes that have been presented with banks or endorsed to suppliers are derecognized from the consolidated balance sheets when the notes are settled with banks or the obligations as endorser are discharged. Notes receivable and payable are typically non-interest bearing and have maturities of one year or less. As of December 31, 2020 and 2021, the balance of notes receivable were $20,839 and $11,144, respectively while certain notes receivable was pledged in the bank to secure the issuance of the bank acceptance notes by the Group. |
Short-term investments | Short-term investments The Group’s short-term held-to-maturity investments are classified based on their contractual maturity dates which are less than one year and are recorded at their amortized costs. The Company recognized $366, $37 and $ nil The Group reviews its held-to-maturity investments for other-than-temporary impairment (“OTTI”) based on the specific identification method. The Group considers available quantitative and qualitative evidence in evaluating the potential impairment of its short-term investments. If the cost of an investment exceeds the investment’s fair value, the Group considers, among other factors, general market conditions, expected future performance of the instruments, the duration and the extent to which the fair value of the investment is less than the cost, and the Group’s intent and ability to hold the investments. OTTI is recognized as a loss in the consolidated statements of operations. |
Inventories, net | Inventories, net Inventories of the Group consist of raw materials, work in process and finished goods. Inventories are stated at the lower of cost or net realizable value. Inventory costs include expenses that are directly or indirectly incurred in the acquisition, including shipping and handling costs charged to the Group by suppliers, and production of manufactured product for sale. Such as the cost of materials and supplies used in production, direct labor costs and allocated overhead costs are all included in the inventory costs. The allocated overhead cost includes the depreciation, insurance, employee benefits, and indirect labor. Cost is determined using the weighted average method. Inventories are written down to net realizable value taking into consideration of estimates of future demand, technology developments, market conditions and reasonably predicative costs of completion or disposal. |
Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets primarily consist of advances to suppliers, prepaid expenses, deposits and value-added tax receivables. |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives: Buildings 20 years Machineries and equipment 10 years Fixtures and electronic equipment 4 - 5 years Motor vehicles 5 years Leasehold improvements Shorter of the lease term or estimated useful lives Construction in progress represents manufacturing facilities and equipment under construction, and is stated at cost. The capitalization of these costs is ceased when construction in progress is transferred to property, plant and equipment and substantially ready for its intended use. No depreciation is recorded for construction in progress. Repair and maintenance costs are charged to expenses as incurred. |
Land use rights, net | Land use rights, net Land use rights are recorded at cost less accumulated amortization. Amortization is provided on a straight-line basis over the estimated useful lives, which are generally 50 years and represent the shorter of the estimated usage periods or the terms of the land use rights agreements. |
Acquired intangible assets, net | Acquired intangible assets, net Acquired intangible assets with definite lives are amortized on a straight-line basis over their expected useful economic lives. |
Impairment of long-lived assets | Impairment of long-lived assets The Company reviews long-lived assets with finite lives, including identifiable intangible assets with determinable useful lives, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is estimated based on various valuation techniques, including the discounted value of estimated future cash flows. The evaluation of asset impairment requires the Group to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During the years ended December 31, 2019, 2020 and 2021, the Group recognized impairment losses of $2,908, $567 and $2,443 related to long-lived assets, respectively. |
Fair value of financial instrument | Fair value of financial instrument Financial instruments include cash and cash equivalents, restricted cash, accounts receivable, notes receivable, other receivable, amount due from/to related parties, accounts payable, short-term bank borrowings, notes payable, bonds payable, Bridge Notes, product warranty and warrant liability. The Group carries its accounts receivable, notes receivable, other receivable, amount due from/to related parties, accounts payable, short-term bank borrowings, notes payable , |
Fair value | Fair value Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability. Authoritative literature provides a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement as follows: Level 1 Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. Level 2 Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. Level 3 Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
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. 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 years ended December 31, 2019, 2020 and 2021, the Group recognized $556 $582 |
Value added taxes | Value added taxes Value added tax (“VAT”) on sales was calculated at 16% and changed to 13% since April 1, 2019 on revenue from products and 6% on services. The Group reports revenue net of VAT. Entities in PRC that are VAT general tax payers are allowed to offset qualified VAT paid against their output VAT liabilities. |
Cost of revenues | Cost of revenues Cost of revenues primarily consists of the cost of the products ultimately sold to customers, shipping and handling costs charged to the Group in the sales, the direct labor costs, product warranty expense, provision for obsolete inventories and other related cost that are directly attributable to the production of products. |
Product Warranty | Product Warranty The Group provides product warranties, which entail repair or replacement of non-conforming items, in conjunction with sales of products. Estimated costs related to warranties are recorded in the period in which the related product sales occur. The warranty liability recorded at each balance sheet date reflects management’s best estimates of its product warranties based on historical information and other currently available evidence. The Group’s product warranties generally range from one to eight years. The Group establishes a reserve for the estimated cost of the product warranty at the time revenue is recognized. The portion of the warranties is expected to incur within the next 12 months is recorded in accrued expenses and other current liabilities, while the remaining is recorded in other non-current liabilities on the consolidated balance sheets. Product Warranty are recorded as a cost of revenues. |
Research and development expenses | Research and development expenses Research and development expenses primarily consist of salaries and benefits for research and development personnel, materials, office rental expense, general expenses and depreciation expenses associated with research and development activities. |
Subsidy income | Subsidy income Government subsidies represent government grants received from local government authorities. Government subsidies related to the investment in production facilities initially records as other current or other non-current liabilities and amortized on a straight-line basis to offset the cost of revenues over the lives of relevant production assets or amortized on an effective interest method over the term of the loan. The Group amortized the deferred subsidy at $2,304, $166 |
Income taxes | Income taxes Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The Group accounts for uncertain tax positions by reporting a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a tax return. Tax benefits are recognized from uncertain tax positions when the Group believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The Group recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. |
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 Note 15) 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 statements of operations. The Private Warrants are valued using a Monte Carlo simulation model on the basis of the quoted market price of the Company’s publicly-traded warrants. |
Comprehensive loss | Comprehensive loss Comprehensive loss includes net loss and foreign currency translation adjustments. Comprehensive loss is reported in the consolidated statements of comprehensive loss. |
Net loss per share | Net loss per share Basic loss per share is computed by dividing net loss attributable to Common Stock, considering the accretions to redemption value of the preferred shares, by the weighted average number of Common Stock outstanding during the year using the two-class method. Under the two-class method, any net loss is allocated between Common Stock and other participating securities based on their participating rights. Net loss is not allocated to participating securities when the participating securities do not have a contractual obligation to share losses. The Company’s preferred shares are participating securities as they participate in undistributed earnings on an as-if-converted basis. The preferred shares have no contractual obligation to fund or otherwise absorb the Company’s losses. Accordingly, any undistributed net loss is allocated on a pro rata basis to the Common Stock and preferred shares; whereas any undistributed net loss is allocated to ordinary shares only. Diluted loss per share is calculated by dividing net loss attributable to Common Stock, as adjusted for the accretion and allocation of net loss related to the preferred shares, if any, by the weighted average number of Common Stock and dilutive Common equivalent stock outstanding during the period. Common equivalent stock consist of shares issuable upon the conversion of the preferred shares and convertible bonds using the if-converted method, and Common Stock issuable upon the vesting of non-vested shares or exercise of outstanding share option (using the treasury stock method). Common equivalent stock are calculated based on the most advantageous conversion rate or exercise price from the standpoint of the security holder. Common equivalent stock are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive. |
Foreign currencies | Foreign currencies The functional currency of the Company and MP Solutions is the United States dollar (“U.S. dollar”). For the Company’s subsidiaries located in the PRC, the functional currency is the Chinese Renminbi (“RMB”); the Company’s UK subsidiary, MP UK, the functional currency is the Great British Pound (“Pound”); the Company’s Germany subsidiary, MV GmbH, the functional currency is the Euro, and the Company’s Singapore subsidiary, MV Singapore, the functional currency is the Singapore Dollar (“SGD”). In preparing the consolidated financial statements of each individual group subsidiary, transactions in currencies other than the subsidiary’s functional currency (foreign currencies) are converted into the functional currency at the rates of exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on the monetary items are recognized in the consolidated statements of operations in the period in which they arise. For the purposes of presenting the consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into the reporting currency of the Group (i.e. US$) at the prevailing exchange rate at the end of the reporting period, and their income and expenses are translated at the average exchange rates for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a component of other comprehensive loss. |
Foreign currency risk | Foreign currency risk RMB is not a freely convertible currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies. The value of the RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Cash and cash equivalents and restricted cash of the Group included aggregate amounts of $35,194 and $102,782 as of December 31, 2020 and 2021, respectively, which were denominated in RMB. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially expose the Group to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, notes receivable and short-term investments. The Group places its cash and cash equivalents with financial institutions with high credit ratings and quality. The Group conducts credit evaluations of customers and generally does not require collateral or other security from its customers. The following table summarizes net revenues from customers that accounted for 10% or more of the Group’s net revenues for 2019, 2020 and 2021: December 31, December 31, December 31, Percentage of revenue contributed by Customer A 11 % - - Percentage of revenue contributed by Customer B - - 11 % The following table summarizes accounts receivable from customers that accounted for 10% or more of the Group’s accounts receivable: December 31, December 31, Percentage of accounts receivable from Customer C 10 % 18 % |
Supplier Concentration | Supplier Concentration The Group relies on third parties for the supply of raw materials. In instances where these parties fail to perform their obligations, the Group may find alternative suppliers in the open market. For the years ended December 31, 2019, 2020 and 2021, 17% 12% |
Newly adopted accounting pronouncements | Newly adopted accounting pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Updates (“ASU”) 2014-09, “Revenue from Contracts with Customers”. ASU 2014-09 requires revenue recognition to depict the transfer of goods or services to customers in an amount that reflects the consideration that a company expects to be entitled to in exchange for the goods or services. To achieve this principle, a company must apply five steps including identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when (or as) the company satisfies the performance obligations. Additional quantitative and qualitative disclosure to enhance the understanding about the nature, amount, timing, and uncertainty of revenue and cash flows is also required. ASU 2014-09 is effective for fiscal years beginning after December 15, 2018 for non-public companies, and for interim periods within those years beginning after December 15, 2019. The Group adopted ASU 2014-09 and all related ASUs beginning January 1, 2019 and recorded $1,565 adjustment to retained earnings for the cumulative impact upon adoption of Topic 606. Newly adopted accounting pronouncements - continued In January 2016, the FASB issued a new pronouncement ASU 2016-01 Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. The ASU also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 was further amended in February 2018 by ASU 2018-03, “Technical Corrections and Improvements to Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-01 and ASU 2018-03 are effective for non-public business entities for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Adoption of the amendment must be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption, except for amendments related to equity instruments that do not have readily determinable fair values which should be applied prospectively. The Group adopted this ASU beginning January 1, 2019 and the adoption did not have a material impact on the Group’s financial position or results of operations. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This update addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (COLIs) (including bank-owned life insurance policies (BOLIs)); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. For non-public entity, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The Group adopted this ASU beginning January 1, 2019 and the adoption did not have a material impact on the Group’s financial position or results of operations. In November 2016, the FASB issued ASU 2016-18: Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this Update are effective for non-public business entities for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The Group adopted this standard on January 1, 2019 and applied a retrospective transition method on its consolidated statements of cash flows. In August 2018, the FASB issued ASU 2018-13, Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement to ASC Topic 820, Fair Value Measurement (“ASC 820”). ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, and/or adding certain disclosures. For non-public business entities, the ASU’s amendments are effective for annual and interim periods within those years, beginning after December 15, 2019. The Group adopted this ASU beginning January 1, 2020 and the adoption did not have a material impact on the Group’s financial statements. |
Recent accounting pronouncements not yet adopted | Recent accounting pronouncements not yet adopted In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The guidance supersedes existing guidance on accounting for leases with the main difference being that operating leases are to be recorded in the statement of financial position as right-of-use assets and lease liabilities, initially measured at the present value of the lease payments. For operating leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. Non-public business entities should apply the amendments to annual periods beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Early application of the guidance is permitted. In transition, entities are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. In July 2018, ASU 2016-02 was updated with ASU No. 2018-11, Targeted Improvements to ASC 842, which provides entities with relief from the costs of implementing certain aspects of the new leasing standard. Specifically, under the amendments in ASU 2018-11, (1) entities may elect not to recast the comparative periods presented when transitioning to ASC 842 and (2) lessors may elect not to separate lease and non-lease components when certain conditions are met. Before ASU 2018-11 was issued, transition to the new lease standard required application of the new guidance at the beginning of the earliest comparative period presented in the consolidated financial statements. In November 2019 and June 2020, the FASB issued ASU 2019-10 and ASU 2020-05 to defer the effective date. Therefore, Leases (Topic 842) is effective for private entities to fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Group adopted ASU 2016-02 on January 1, 2022. The Group does not expect any material impact on net assets and the consolidated statement of comprehensive loss and cash flows as a result of adopting the new standard. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Statements. This ASU requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This ASU affects entities holding financial assets and net investment in leases that are not accounted for at fair value through net income. The amendments affect loans, debt securities, trade receivables, net investments in leases, off balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. For non-public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. All entities may adopt the amendments in this Update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified-retrospective approach). The Group adopted ASU 2016-13 on January 1, 2022, and does not expect this standard to have a material impact on its consolidated financial statements |
Description of Organization a_2
Description of Organization and Business Operations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of company’s major subsidiaries | Subsidiaries Place of incorporation Date of Percentage Microvast, Inc. (“ Microvast Delaware, USA October 2006 100 % Microvast Power Solutions, Inc (“ MP Solutions Texas, USA July 2013 100 % Microvast Power Systems Co., Ltd. (“ MPS Huzhou, PRC December 2006 100 % Microvast Power Systems UK Limited (“ MP UK Cardiff, United Kingdom (“UK”) September 2014 100 % Microvast GmbH (“ MV GmbH Germany May 2016 100 % Huzhou Microvast Electric Vehicle Sales Service, Ltd. (“ MV E-Vehicle Huzhou, PRC July 2017 100 % Huzhou Hongwei New Energy Automobile Co., Ltd. (“ Hongwei Huzhou, PRC December 2016 100 % |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of property, plant and equipment are carried at cost less accumulated depreciation | Buildings 20 years Machineries and equipment 10 years Fixtures and electronic equipment 4 - 5 years Motor vehicles 5 years Leasehold improvements Shorter of the lease term or estimated useful lives |
Schedule of net revenues from customers | December 31, December 31, December 31, Percentage of revenue contributed by Customer A 11 % - - Percentage of revenue contributed by Customer B - - 11 % |
Schedule of accounts receivable from customers | December 31, December 31, Percentage of accounts receivable from Customer C 10 % 18 % |
Reverse Recapitalization (Table
Reverse Recapitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Recapitalization [Abstract] | |
Schedule of ownership interests of the company’s stockholders | Shares Existing Microvast Equity Holders (a) 209,999,991 Existing Microvast Bridge Notes Holders 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) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | December 31, December 31, Accounts receivable $ 81,345 $ 93,722 Allowance for doubtful accounts (5,047 ) (5,005 ) Accounts receivable, net $ 76,298 $ 88,717 |
Schedule of allowance for doubtful accounts | Year Ended 2019 2020 2021 Balance at beginning of the period $ 10,111 $ 5,537 $ 5,047 (Reserve)/Charge to expenses (4,250 ) (240 ) 721 Write off (233 ) (493 ) (849 ) Exchange difference (91 ) 243 86 Balance at end of the period $ 5,537 $ 5,047 $ 5,005 |
Inventories, Net (Tables)
Inventories, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | December 31, December 31, Work in process $ 22,167 $ 20,760 Raw materials 17,451 25,266 Finished goods 5,350 7,398 Total $ 44,968 $ 53,424 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of receivables represented the amount available for future deduction against VAT payable | December 31, December 31, Advances to suppliers $ 2,117 $ 7,102 Prepaid expenses 208 4,687 VAT receivables 2,471 4,106 Deposits 746 1,029 Other receivables 480 203 Total $ 6,022 $ 17,127 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment, net | December 31, December 31, Machineries and equipment $ 123,889 $ 150,519 Buildings 39,988 41,920 Leasehold improvements 26,627 30,035 Fixtures and electronic equipment 9,086 13,848 Motor vehicles 8,073 8,507 Total 207,663 244,829 Less: accumulated depreciation (67,043 ) (88,745 ) Construction in progress 57,397 96,973 Property, plant and equipment, net $ 198,017 $ 253,057 |
Land Use Rights, Net (Tables)
Land Use Rights, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Land Use Rights Net [Abstract] | |
Schedule of land use rights | December 31, December 31, Cost of land use rights $ 16,007 $ 16,390 Less: accumulated amortization (2,006 ) (2,382 ) Land use rights, net $ 14,001 $ 14,008 |
Acquired Intangible Assets, N_2
Acquired Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets net | December 31, December 31, Cost of acquired intangible assets $ 4,051 $ 4,104 Less: accumulated amortization (1,772 ) (2,222 ) Acquired intangible assets, net $ 2,279 $ 1,882 |
Schedule of annual amortization expense | 2022 $ 244 2023 243 2024 237 2025 233 2026 231 Thereafter 694 Total $ 1,882 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accrued Expenses and Other Current Liabilities [Abstract] | |
Schedule of accrued expenses and other current liabilities | December 31, December 31, Product warranty $ 4,296 $ 20,922 Payables for purchase of property, plant and equipment 15,122 18,500 Other current liabilities 3,959 10,636 Accrued payroll and welfare 2,704 3,476 Accrued expenses 1,696 2,444 Interest payable 1,379 1,836 Other tax payable 1,472 926 Payables to exiting investors (a) 30,000 - Total $ 60,628 $ 58,740 |
Product Warranty (Tables)
Product Warranty (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Product Warranties Disclosures [Abstract] | |
Schedule of movement of product warranty | Year Ended 2019 2020 2021 Balance at beginning of the period $ 16,565 $ 18,416 $ 19,356 Provided for new sales during the period 3,501 3,477 6,447 Provided for pre-existing legacy product - - 46,485 Utilized during the year (1,650 ) (2,537 ) (13,830 ) Balance at end of the year $ 18,416 $ 19,356 $ 58,458 Product warranty – current $ 3,723 $ 4,296 $ 20,922 Product warranty – non-current 14,693 15,060 37,536 |
Bank Borrowings (Tables)
Bank Borrowings (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Bank Borrowings [Abstract] | |
Schedule of bank borrowings | Year Ended 2019 2020 2021 Beginning balance $ 66,267 $ 11,922 $ 12,184 Proceeds from bank borrowings 17,735 17,308 38,926 Repayments of principal (71,674 ) (17,815 ) (37,568 ) Exchange difference (406 ) 769 (241 ) Ending balance $ 11,922 $ 12,184 $ 13,301 |
Schedule of aggregate carrying amount of the assets pledged by the group | December 31, December 31, Buildings $ 22,732 $ 31,361 Machinery and equipment 19,297 7,376 Land use rights 2,789 4,470 Total $ 44,818 $ 43,207 |
Other Non-Current Liabilities (
Other Non-Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Non-Current Liabilities [Abstract] | |
Schedule of other non-current liabilities | December 31, December 31, Payable to exiting investors $ 94,316 $ - Product warranty - non-current 15,060 37,536 Deferred subsidy income- non-current 1,221 2,286 Total $ 110,597 $ 39,822 |
Bonds Payable (Tables)
Bonds Payable (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Bonds Payable [Abstract] | |
Schedule of bonds payable | December 31, December 31, Bonds payable Third-party investors $ 29,915 $ - Total $ 29,915 $ - Long–term bonds payable Huzhou Saiyuan Equity Investment Partnership (L.P.) (“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) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants [Abstract] | |
Schedule of optimal exercise of the Company’s redemption option at the earliest possible date | July 23, December 31, Market price of public stock $ 10.00 $ 5.66 Exercise price $ 11.50 $ 11.50 Expected term (years) 5.00 4.57 Volatility 54.14 % 50.80 % Risk-free interest rate 0.72 % 1.20 % Dividend rate 0.00 % 0.00 % |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2021 (In thousands) Quoted Prices in Active Market for Identical Assets Significant Other Significant Unobservable Inputs Total Cash and cash equivalents $ 480,931 - - $ 480,931 Restricted cash 55,178 - - 55,178 Total financial asset $ 536,109 - - $ 536,109 Warrant liability $ - - 1,105 $ 1,105 Total financial liability $ - - 1,105 $ 1,105 |
Schedule of reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis | (In thousands) Bridge Notes Balance as of January 1, 2021 $ - Issuance of Bridge Notes 57,500 Changes in fair value of Bridge Notes 9,861 Conversion as of Merger (67,361 ) Balance as of December 31, 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 (2,469 ) Balance as of December 31, 2021 $ 1,105 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Taxes [Abstract] | |
Schedule of loss before provision for income taxes | December 31, 2019 December 31, December 31, Domestic(USA) $ (3,030 ) $ (3,584 ) $ (98,821 ) Foreign (56,444 ) (30,040 ) (107,662 ) Loss before income tax $ (59,474 ) $ (33,624 ) $ (206,483 ) |
Schedule of current and deferred components of the income tax expense | December 31, 2019 December 31, December 31, Current tax expenses: Domestic $ - $ - $ - Foreign 189 1 - Total current tax expense 189 1 - Deferred tax expense: Domestic - - - Foreign - - - Total current tax expense - - - Total provision for income taxes $ 189 $ 1 $ - |
Schedule of deferred tax assets | December 31, December 31, Deferred tax assets: Net operating loss carry-forwards $ 28,484 $ 38,858 Allowance for doubtful accounts and inventory provision 3,443 4,712 Product warranty 2,903 8,769 Impairment of property, plant and equipment 821 1,210 Deferred income 216 392 Accrued expense 805 239 Others 615 920 Less: valuation allowance (37,287 ) (55,100 ) Net deferred tax assets $ - $ - |
Schedule of valuation allowance | December 31, December 31, December 31, Balance at beginning of the period $ 19,503 $ 30,857 $ 37,287 Additions 11,649 7,402 17,912 Reversal (295 ) (972 ) (99 ) Balance at end of the period $ 30,857 $ 37,287 $ 55,100 |
Schedule of reconciliation between the income tax expense | December 31, December 31, December 31, Loss before income tax $ (59,474 ) $ (33,624 ) $ (206,483 ) Tax credit at the U.S. federal corporate income tax rate of 21% (12,490 ) (7,061 ) (43,361 ) Tax effect of permanent differences – Share-based compensation - - 17,408 Tax effect of permanent differences – Others (2,961 ) (2,152 ) (1,411 ) Tax effect of income tax rate difference in other jurisdictions 4,076 2,511 6,287 Changes in valuation allowance 11,669 6,702 21,077 Others (105 ) 1 - Income tax expense $ 189 $ 1 $ - |
Preferred Shares (Tables)
Preferred Shares (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Preferred Shares [Abstract] | |
Schedule of preferred shares issued and outstanding | Preferred Shares Number of Shareholders Series A1 Preferred 31,357,306 Ashmore Global Special Situations Fund 4 Limited Partnership and Ashmore Global Special Situations Fund 5 Limited Partnership (“Ashmore”) and International Finance Corporation (“IFC”) Series B1 Preferred 15,649,083 Ashmore Cayman SPC Limited (“Ashmore Cayman”) and IFC Series EEL Preferred 22,311,516 Evergreen Ever Limited (“EEL”) Total 69,317,905 |
Schedule of balance of Series Preferred and redeemable noncontrolling interests | (In thousands) Series A1/C1 Series B1/C2 Series EEL/D1 Redeemable Balance as of January 1, 2019 $ 76,864 $ 65,881 $ 153,223 $ 79,615 Accretion before the extinguishment 961 804 15,439 796 Conversion from Series A1 to C2 Preferred (11,417 ) 11,417 — — Fair value change of preferred shares and redeemable noncontrolling interests due to the extinguishment 7,135 (12,146 ) (56,127 ) (8,299 ) Accretion after the extinguishment 3,141 7,144 15,400 8,449 Ending balance as of December 31, 2019 $ 76,684 $ 73,100 $ 127,935 $ 80,561 Accretion 3,897 8,866 18,648 10,259 Ending balance as of December 31, 2020 $ 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 December 31, 2021 $ - $ - $ - $ - |
Share-based payment (Tables)
Share-based payment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of modification date fair value of the stock options was determined using the Binomial-Lattice Model | 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 yield (5) 0.00 % Weighted average fair value of options modified $ 4.70-$5.36 Year Ended December 31, Expected term (years) (1) 2.18-2.35 Volatility (2) 63.06%-64.31 % Average correlation coefficient of peer companies (3) 0.7960-0.8120 Risk-free interest rate (4) 0.31%-0.55 % Expected dividend yield (5) 0.00 % (3) Average correlation coefficient of peer companies (4) Risk-free interest rate (5) Expected dividend yield |
Schedule of share options activity | Share options life Number of Shares Weighted Average Exercise Price (US$) Weighted Average Grant Date Fair Value (US$) Weighted Average Remaining Contractual Outstanding as of January 1, 2019 8,810,178 5.55 2.16 8.1 Forfeited (1,231,675 ) 5.83 2.27 Outstanding as of December 31, 2019 7,578,503 5.50 2.14 7.1 Expected to vest and exercisable as of December 31, 2019 7,578,503 5.50 2.14 7.1 Outstanding as of January 1, 2020 7,578,503 5.50 2.14 7.1 Grant 28,350,160 6.28 3.09 Forfeited (1,190,696 ) 3.89 2.04 Outstanding as of December 31, 2020 34,737,967 6.19 2.92 9.0 Expected to vest and exercisable as of December 31, 2020 34,737,967 6.19 2.92 9.0 Outstanding as of January 1, 2021 34,737,967 6.19 2.92 9.0 Granted - - - Forfeited (1,234,310 ) 6.28 3.20 Outstanding as of December 31, 2021 33,503,657 6.19 4.95 (a) 7.9 Expected to vest and exercisable as of December 31, 2021 33,503,657 6.19 4.95 (a) 7.9 |
Schedule non-vested shares activity | Number on Weighted Average Grant Outstanding as of January 1, 2019 17,291,560 0.96 Forfeited (772,341 ) 1.60 Transfer from non-vested shares 3,289,837 0.64 Outstanding as of December 31, 2019 19,809,056 0.90 Forfeited (71,494 ) 1.42 Transfer from non-vested shares 3,289,837 1.14 Outstanding as of December 31, 2020 23,027,399 0.93 Forfeited - - Outstanding as of December 31, 2021 23,027,399 8.74 (a) Number of Weighted Outstanding as of January 1, 2019 5,578,012 0.93 Transfer to capped non-vested share units (2,288,175 ) 0.64 Outstanding as of December 31, 2019 3,289,837 1.14 Transfer to capped non-vested share units (3,289,837 ) 1.14 Outstanding as of December 31, 2020 - - Grant 727,600 9.07 Vested (14,279 ) 8.52 Forfeited (41,880 ) 9.05 Outstanding as of December 31, 2021 671,441 9.08 |
Schedule of classification of stock-based compensation | Year Ended December 31, 2019 2020 2021 Cost of revenues $ - $ - $ 4,309 General and administrative expenses - - 59,492 Research and development expenses - - 13,064 Selling and marketing expenses - - 6,029 Construction in process - - 237 Total $ - $ - $ 83,131 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of long-lived assets, classified by major geographic regions | December 31, December 31, Geographic regions 2020 2021 Amount % Amount % PRC 198,921 94 % 211,139 79 % Asia & Pacific 198,921 94 % 211,139 79 % Germany 12,747 6 % 21,966 8 % United Kingdom 120 0 % 67 0 % Europe 12,867 6 % 22,033 8 % United States 230 0 % 33,893 13 % Total 212,018 100 % 267,065 100 % |
Schedule of assets and revenues major geographic regions | Year ended December 31, Year ended December 31, Year ended December 31, Geographic regions 2019 2020 2021 Amount % Amount % Amount % PRC 49,346 64 % 66,160 62 % 93,326 61 % India 4,988 7 % 8,570 8 % 17,805 12 % Russia 3,673 5 % 5,671 5 % 12,213 8 % Other countries 7,430 10 % 2,254 2 % 8,172 5 % Asia & Pacific 65,437 86 % 82,655 77 % 131,516 86 % United Kingdom 668 1 % 11,544 11 % 11,386 7 % Other countries 10,011 13 % 12,770 12 % 8,156 6 % Europe 10,679 14 % 24,314 23 % 19,542 13 % Other 318 0 % 549 0 % 918 1 % Total 76,434 100 % 107,518 100 % 151,976 100 % |
Related Party Balances and Tr_2
Related Party Balances and Transactions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Schedule of relationship with the group | Name Relationship with the Group Ochem Chemical Co., Ltd (“Ochem”) Controlled by CEO Ochemate Material Technologies Co., Ltd (“Ochemate”) Controlled by CEO |
Schedule of related party transactions | Year Ended December 31, 2019 2020 2021 Raw material sold to Ochem $ — $ 167 $ 390 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computation of basic and diluted net loss per share | Year Ended December 31, 2019 2020 2021 Numerator: Net loss attributable to Common Stock shareholders $ (115,479 ) $ (80,963 ) $ (234,103 ) Denominator: Weighted average Common Stock outstanding used in computing basic and diluted net loss per share 99,028,297 99,028,297 185,896,482 Basic and diluted net loss per share $ (1.17 ) $ (0.82 ) $ (1.26 ) |
Schedule of outstanding were excluded from the calculation of diluted net loss per ordinary share | Year ended December 31, 2019 2020 2021 Shares issuable upon exercise of share options 8,108,700 18,281,198 33,786,356 Shares issuable upon vesting of non-vested shares 4,712,098 72,122 167,268 Shares issuable upon exercise of warrants — — 12,543,444 Shares issuable upon conversion of Series A1 Preferred 2,613,042 — — Shares issuable upon conversion of Series B1 Preferred 1,304,117 — — Shares issuable upon conversion of Series B2 Preferred 8,545,490 8,545,490 6,035,544 Shares issuable upon conversion of Series C1 Preferred 24,527,400 26,757,258 14,881,434 Shares issuable upon conversion of Series C2 Preferred 18,561,830 20,249,450 11,262,023 Shares issuable upon conversion of Series D1 Preferred 22,311,516 22,311,516 12,408,870 Shares issuable upon conversion of Series D2 Preferred 16,432,674 16,432,674 9,139,268 Shares issuable upon conversion of non-controlling interests of a subsidiary 17,253,182 17,253,182 9,595,605 Shares issuable upon vesting of Earn-out shares — — 8,821,913 Shares issuable that may be subject to cancellation — — 744,349 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies [Abstract] | |
Schedule of future minimum payments under lease commitments | December 31, 2021 2022 $ 3,763 2023 3,151 2024 2,345 2025 1,879 2026 1,879 Thereafter 17,109 Total Lease Liabilities $ 30,126 |
Description of Organization a_3
Description of Organization and Business Operations (Details) - Schedule of company’s major subsidiaries | 12 Months Ended |
Dec. 31, 2021 | |
Microvast, Inc. (“Microvast”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation | Delaware, USA |
Date of incorporation or acquisition | October 2006 |
Percentage of ownership | 100.00% |
Microvast Power Solutions, Inc (“MP Solutions”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation | Texas, USA |
Date of incorporation or acquisition | July 2013 |
Percentage of ownership | 100.00% |
Microvast Power Systems Co., Ltd. (“MPS”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation | Huzhou, PRC |
Date of incorporation or acquisition | December 2006 |
Percentage of ownership | 100.00% |
Microvast Power Systems UK Limited (“MP UK”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation | Cardiff, United Kingdom (“UK”) |
Date of incorporation or acquisition | September 2014 |
Percentage of ownership | 100.00% |
Microvast GmbH (“MV GmbH”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation | Germany |
Date of incorporation or acquisition | May 2016 |
Percentage of ownership | 100.00% |
Huzhou Microvast Electric Vehicle Sales Service, Ltd. (“MV E-Vehicle”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation | Huzhou, PRC |
Date of incorporation or acquisition | July 2017 |
Percentage of ownership | 100.00% |
Huzhou Hongwei New Energy Automobile Co., Ltd. (“Hongwei”) [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Place of incorporation | Huzhou, PRC |
Date of incorporation or acquisition | December 2016 |
Percentage of ownership | 100.00% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | Apr. 01, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Significant Accounting Policies (Details) [Line Items] | ||||
Notes receivable | $ 11,144 | $ 20,839 | ||
Interest income from the short-term investments | 37 | $ 366 | ||
Estimated useful life term | 50 years | |||
Recognized impairment loss of long lived assets | $ 2,443 | 567 | 2,908 | |
Revenue recognized | 1,455 | 582 | 556 | |
Amortized deferred subsidy | 269 | 166 | $ 2,304 | |
Deferred subsidy income | 324 | 215 | ||
Deferred non current portion | 2,286 | 1,221 | ||
Aggregate amount | $ 102,782 | $ 35,194 | ||
Net revenues percentage | 10.00% | |||
Percentage of accounts receivable | 10.00% | |||
Purchase percentage | 12.00% | 12.00% | 17.00% | |
Adjustment to retained earnings and accumulate deficit | $ 1,565 | |||
Revenue From Products [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Value added tax rate percentage | 13.00% | |||
Services [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Value added tax rate percentage | 6.00% | |||
Customers [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Group to pledge notes received percentage | 111.00% | |||
Deposit [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Deposit of the face rate | 100.00% | |||
Maximum [Member] | ||||
Significant Accounting Policies (Details) [Line Items] | ||||
Value added tax rate percentage | 16.00% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of property, plant and equipment are carried at cost less accumulated depreciation | 12 Months Ended |
Dec. 31, 2021 | |
Buildings [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 20 years |
Machineries and Equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 10 years |
Motor Vehicles [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 5 years |
Leasehold Improvements [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | Shorter of the lease term or estimated useful lives |
Minimum [Member] | Fixtures and Electronic Equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 4 years |
Maximum [Member] | Fixtures and Electronic Equipment [Member] | |
Public Utility, Property, Plant and Equipment [Line Items] | |
Property plant and equipment, useful life | 5 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of net revenues from customers | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Percentage of Revenue Contributed by Customer A [Member] | |||
Significant Accounting Policies (Details) - Schedule of net revenues from customers [Line Items] | |||
Percentage of revenue contribution | 11.00% | ||
Percentage of Revenue Contributed by Customer B [Member] | |||
Significant Accounting Policies (Details) - Schedule of net revenues from customers [Line Items] | |||
Percentage of revenue contribution | 11.00% |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of accounts receivable from customers | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of accounts receivable from customers [Abstract] | ||
Percentage of accounts receivable from Customer C | 18.00% | 10.00% |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Jul. 23, 2021 | |
Reverse Recapitalization (Details) [Line Items] | ||
Purchase price, per share | $ 10 | |
Conversion of notes payable | $ 1,500 | |
Warrant exercise price | $ 11.5 | |
Additional shares of common stock | 19,999,988 | |
Weighted average price of the common stock | $ 18 | |
Common stock receiving a per share | $ 18 | |
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 Common Stock and converting the exercise price based on the exchange ratio of 160.3 (the “Common Exchange Ratio”). Refer to Note 21. 1In connection with the Merger Agreement, Tuscan, MPS a subsidiary of Microvast, Inc., CL Investors ( refer to Note 14), 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 18). 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 21. | |
Shares subject to cancellation | 1,687,500 | |
Net proceeds | $ 705,129,000 | |
Cash in connection with the PIPE financing | 482,500,000 | |
Cash held in Tuscan’s trust accoun | 281,726,000 | |
transaction costs | $ 58,175,000 | |
Cancellation condition description | 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. | |
Escrow shares | 1,687,500 | |
Microvast Inc [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Shares issued | 209,999,991 | |
Bridge Notes [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Outstanding promissory notes issued | $ 57,500 | |
Shares issued | 6,736,106 | |
PIPE Investors [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Shares issued | 48,250,000 | |
Sponsor [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Shares of common stock | 150,000 | |
Warrats to purchase of common stock | $ 150,000 | |
Tuscan public stockholders [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
transaction costs | $ 922,000 | |
Common Stock [Member] | Sponsor [Member] | ||
Reverse Recapitalization (Details) [Line Items] | ||
Shares of common stock | 150,000 |
Reverse Recapitalization (Det_2
Reverse Recapitalization (Details) - Schedule of ownership interests of the company’s stockholders | Dec. 31, 2021shares | |
Schedule of ownership interests of the company’s stockholders [Abstract] | ||
Existing Microvast Equity Holders | 209,999,991 | [1] |
Existing Microvast Bridge Notes Holders | 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable | $ 93,722 | $ 81,345 |
Allowance for doubtful accounts | (5,005) | (5,047) |
Accounts receivable, net | $ 88,717 | $ 76,298 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Schedule of allowance for doubtful accounts - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of allowance for doubtful accounts [Abstract] | |||
Balance at beginning of the period | $ 5,047 | $ 5,537 | $ 10,111 |
(Reserve)/Charge to expenses | 721 | (240) | (4,250) |
Write off | (849) | (493) | (233) |
Exchange difference | 86 | 243 | (91) |
Balance at end of the period | $ 5,005 | $ 5,047 | $ 5,537 |
Inventories, Net (Details)
Inventories, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |||
Provision for obsolete inventories | $ 18,295 | $ 1,343 | $ 4,233 |
Inventories, Net (Details) - Sc
Inventories, Net (Details) - Schedule of inventories - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of inventories [Abstract] | ||
Work in process | $ 20,760 | $ 22,167 |
Raw materials | 25,266 | 17,451 |
Finished goods | 7,398 | 5,350 |
Total | $ 53,424 | $ 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 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of receivables represented the amount available for future deduction against VAT payable [Abstract] | ||
Advances to suppliers | $ 7,102 | $ 2,117 |
Prepaid expenses | 4,687 | 208 |
VAT receivables | 4,106 | 2,471 |
Deposits | 1,029 | 746 |
Other receivables | 203 | 480 |
Total | $ 17,127 | $ 6,022 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 19,975 | $ 16,097 | $ 14,676 |
Impairment losses | $ 2,443 | $ 567 | $ 2,908 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net (Details) - Schedule of property, plant and equipment, net - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 244,829 | $ 207,663 |
Less: accumulated depreciation | (88,745) | (67,043) |
Construction in progress | 96,973 | 57,397 |
Property, plant and equipment, net | 253,057 | 198,017 |
Machineries and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 150,519 | 123,889 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 41,920 | 39,988 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 30,035 | 26,627 |
Fixtures and electronic equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | 13,848 | 9,086 |
Motor vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, Gross | $ 8,507 | $ 8,073 |
Land Use Rights, Net (Details)
Land Use Rights, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Land Use Rights Net [Abstract] | |||
Estimated usage term period | 50 years | ||
Amortization expenses | $ 325 | $ 303 | $ 302 |
Description of future amortization expense | Future amortization expense is $325 per year for each of the next five years through December 31, 2026 and thereafter. |
Land Use Rights, Net (Details)
Land Use Rights, Net (Details) - Schedule of land use rights - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of land use rights [Abstract] | ||
Cost of land use rights | $ 16,390 | $ 16,007 |
Less: accumulated amortization | (2,382) | (2,006) |
Land use rights, net | $ 14,008 | $ 14,001 |
Acquired Intangible Assets, N_3
Acquired Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Amortization expense | $ 413 | $ 392 | $ 409 |
Acquired Intangible Assets, N_4
Acquired Intangible Assets, Net (Details) - Schedule of intangible assets net - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of intangible assets net [Abstract] | ||
Cost of acquired intangible assets | $ 4,104 | $ 4,051 |
Less: accumulated amortization | (2,222) | (1,772) |
Acquired intangible assets, net | $ 1,882 | $ 2,279 |
Acquired Intangible Assets, N_5
Acquired Intangible Assets, Net (Details) - Schedule of annual amortization expense $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of annual amortization expense [Abstract] | |
2022 | $ 244 |
2023 | 243 |
2024 | 237 |
2025 | 233 |
2026 | 231 |
Thereafter | 694 |
Total | $ 1,882 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of accrued expenses and other current liabilities - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Schedule of accrued expenses and other current liabilities [Abstract] | |||
Product warranty | $ 20,922 | $ 4,296 | |
Payables for purchase of property, plant and equipment | 18,500 | 15,122 | |
Other current liabilities | 10,636 | 3,959 | |
Accrued payroll and welfare | 3,476 | 2,704 | |
Accrued expenses | 2,444 | 1,696 | |
Interest payable | 1,836 | 1,379 | |
Other tax payable | 926 | 1,472 | |
Payables to exiting investors | [1] | 30,000 | |
Total | $ 58,740 | $ 60,628 | |
[1] | The payables to exiting investors represents the amount for the redemption of the shares owned by certain noncontrolling shareholders of a subsidiary, which was paid out as of December 31, 2021. See Note 18. |
Product Warranty (Details)
Product Warranty (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Product Warranties Disclosures [Abstract] | |
Estimate additional accrual amount | $ 46,485 |
Product Warranty (Details) - Sc
Product Warranty (Details) - Schedule of movement of product warranty - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of movement of product warranty [Abstract] | |||
Balance at beginning of the period | $ 19,356 | $ 18,416 | $ 16,565 |
Provided for new sales during the period | 6,447 | 3,477 | 3,501 |
Provided for pre-existing legacy product | 46,485 | ||
Utilized during the year | (13,830) | (2,537) | (1,650) |
Balance at end of the year | 58,458 | 19,356 | 18,416 |
Product warranty – current | 20,922 | 4,296 | 3,723 |
Product warranty – non-current | $ 37,536 | $ 15,060 | $ 14,693 |
Bank Borrowings (Details)
Bank Borrowings (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Bank Borrowings [Abstract] | |
Debt instrument term, description | The original terms of the loans from Chinese banks range from 4 to 12 months and the interest rates range from 3.80% to 6.00% per annum. |
Loan balance | $ 13,301 |
Bank facility agreement, description | the German bank includes a $13,013 (EUR11 million) 8-year maturity term loan and a $4,732 (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 $4,732 (EUR4 million) revolving facility at 6.00% annual interest, needs to be renewed every year (60 days in advance). During the year ended December 31, 2021, the Group drew down the 8-year maturity term loan to the amount of $9,660. |
Bank Borrowings (Details) - Sch
Bank Borrowings (Details) - Schedule of bank borrowings - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of bank borrowings [Abstract] | |||
Beginning balance | $ 12,184 | $ 11,922 | $ 66,267 |
Proceeds from bank borrowings | 38,926 | 17,308 | 17,735 |
Repayments of principal | (37,568) | (17,815) | (71,674) |
Exchange difference | (241) | 769 | (406) |
Ending balance | $ 13,301 | $ 12,184 | $ 11,922 |
Bank Borrowings (Details) - S_2
Bank Borrowings (Details) - Schedule of aggregate carrying amount of the assets pledged by the group - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of aggregate carrying amount of the assets pledged by the group [Abstract] | ||
Buildings | $ 31,361 | $ 22,732 |
Machinery and equipment | 7,376 | 19,297 |
Land use rights | 4,470 | 2,789 |
Total | $ 43,207 | $ 44,818 |
Other Non-Current Liabilities_2
Other Non-Current Liabilities (Details) - Schedule of other Non-Current Liabilities - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule of other Non-Current Liabilities [Abstract] | |||
Payable to exiting investors | $ 94,316 | ||
Product warranty - non-current | 37,536 | 15,060 | $ 14,693 |
Deferred subsidy income- non-current | 2,286 | 1,221 | |
Total | $ 39,822 | $ 110,597 |
Bonds Payable (Details)
Bonds Payable (Details) ¥ 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 ($) | Dec. 29, 2018CNY (¥) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020CNY (¥) | Dec. 31, 2021CNY (¥) |
Bonds Payable (Details) [Line Items] | |||||||||||||||||
Bond loan | $ 29,259,000 | ¥ 200 | $ 14,629,000 | ¥ 100 | $ 87,776,000 | ¥ 600 | |||||||||||
Converted from the existing non interest bearing loan | $ 29,259,000 | ¥ 200 | |||||||||||||||
Equity holding pledged percentage | 12.39% | 12.39% | |||||||||||||||
Previous converted bond loan | $ 29,259,000 | ¥ 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 | $ 73,147,000 | ¥ 500 | |||||||||||||||
Subscribed by bond holders | $ 29,915,000 | ¥ 204.5 | |||||||||||||||
Shares of common stock (in Shares) | shares | 6,719,845 | ||||||||||||||||
Purchase agreement to issue convertible promissory note amount | $ 57,500,000 | ||||||||||||||||
Convertible promissory notes issued amount | $ 1,500 | ||||||||||||||||
Changes in fair value | 9,861,000 | ||||||||||||||||
Convertible promissory notes converted common stock shares (in Shares) | shares | 6,736,106 | ||||||||||||||||
Huzhou Saiyuan [Member] | |||||||||||||||||
Bonds Payable (Details) [Line Items] | |||||||||||||||||
Outstanding balance | $ 73,147,000 | ¥ 500 | |||||||||||||||
Third Party Investors [Member] | |||||||||||||||||
Bonds Payable (Details) [Line Items] | |||||||||||||||||
Aggregate amount of bond loan | $ 58,516,000 | ¥ 400 | |||||||||||||||
First Tranche [Member] | |||||||||||||||||
Bonds Payable (Details) [Line Items] | |||||||||||||||||
Convertible promissory notes issued amount | $ 25,000,000 | ||||||||||||||||
Discounted rate | 80.00% | ||||||||||||||||
Second Tranche [Member] | |||||||||||||||||
Bonds Payable (Details) [Line Items] | |||||||||||||||||
Convertible promissory notes issued amount | $ 32,500,000 | ||||||||||||||||
Discounted rate | 90.00% | ||||||||||||||||
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 | 12 Months Ended | |
Dec. 31, 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 - 12 months ended Dec. 31, 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) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Warrants (Details) [Line Items] | |
Exercise price (in Dollars per share) | $ / shares | $ 11.5 |
Public warrants, 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 warrant liability (in Dollars) | $ | $ 3,574 |
Remeasurement gain (in Dollars) | $ | $ 2,469 |
Public Warrants [Member] | |
Warrants (Details) [Line Items] | |
Shares issued | 27,600,000 |
Warrant term | 5 years |
Private Warrants [Member] | |
Warrants (Details) [Line Items] | |
Shares issued | 150,000 |
Warrant term | 5 years |
EarlyBirdCapital, Inc.[Member] | |
Warrants (Details) [Line Items] | |
Shares issued | 837,000 |
Warrants (Details) - Schedule o
Warrants (Details) - Schedule of optimal exercise of the Company’s redemption option at the earliest possible date - $ / shares | 1 Months Ended | 12 Months Ended |
Jul. 23, 2021 | Dec. 31, 2021 | |
Schedule of optimal exercise of the Company’s redemption option at the earliest possible date [Abstract] | ||
Market price of public stock (in Dollars per share) | $ 10 | $ 5.66 |
Exercise price (in Dollars per share) | $ 11.5 | $ 11.5 |
Expected term (years) | 5 years | 4 years 6 months 25 days |
Volatility | 54.14% | 50.80% |
Risk-free interest rate | 0.72% | 1.20% |
Dividend rate | 0.00% | 0.00% |
Fair Value Measurement (Details
Fair Value Measurement (Details) | Dec. 31, 2021 |
Fair Value Disclosures [Abstract] | |
Fair value measurement percentage | 20.00% |
Fair Value Measurement (Detai_2
Fair Value Measurement (Details) - Schedule of fair value measurements of group’s assets and liabilities of recurring basis - USD ($) $ in Thousands | Dec. 31, 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 | $ 480,931 | $ 21,496 |
Restricted cash | 55,178 | 19,700 |
Total financial asset | 536,109 | |
Warrant liability | 1,105 | |
Total financial liability | 1,105 | |
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 | 480,931 | 21,496 |
Restricted cash | 55,178 | 19,700 |
Total financial asset | 536,109 | |
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 | 1,105 | |
Total financial liability | $ 1,105 | |
Total |
Fair Value Measurement (Detai_3
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 $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Schedule of reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis [Abstract] | |
Beginning balance | |
Issuance of Bridge Notes | 57,500 |
Changes in fair value of Bridge Notes | 9,861 |
Conversion as of Merger | (67,361) |
Ending balance |
Fair Value Measurement (Detai_4
Fair Value Measurement (Details) - Schedule of reconciliation of the beginning and ending balances for Level 3 warrant liability $ in Thousands | 12 Months Ended |
Dec. 31, 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 | (2,469) |
Balance as of December 31, 2021 | $ 1,105 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Mar. 27, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Taxes (Details) [Line Items] | ||||
Income tax, description | The CARES Act contains several corporate income tax provisions, including making remaining alternative minimum tax (AMT) credits immediately refundable; providing a 5-year carryback of net operating losses (NOLs) generated in tax years 2018, 2019, and 2020. NOLs arising in 2018, 2019, and 2020 can be 100% utilized if taxable income was generated prior to 2021 | |||
Limitation income tax, percentage | 80.00% | |||
Provision for income tax (in Dollars) | $ 1 | $ 189 | ||
Federal corporate income tax rate | 21.00% | |||
Operating loss carried forward (in Dollars) | $ 241,923 | |||
Remaining operating loss (in Dollars) | $ 30,060 | |||
PRC [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Income tax, description | The operating loss carried forward for the Company’s PRC subsidiaries amounted to $211,863, which will expire on various dates from 2023 to 2031. | |||
Tax rates subsidiaries, percentage | 25.00% | |||
Tax rates substantially lower | 25.00% | |||
Income tax, percentage | 15.00% | 15.00% | 15.00% | |
Withholding income tax, percentage | 10.00% | |||
Operating loss carried forward (in Dollars) | $ 211,863 | |||
UK [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Income tax, percentage | 19.00% | 19.00% | 19.00% | |
Germany [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Income tax, percentage | 29.10% | 31.90% | 31.90% | |
Hongwei [Member] | ||||
Income Taxes (Details) [Line Items] | ||||
Income tax, percentage | 15.00% | 15.00% |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of loss before provision for income taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of loss before provision for income taxes [Abstract] | |||
Domestic(USA) | $ (98,821) | $ (3,584) | $ (3,030) |
Foreign | (107,662) | (30,040) | (56,444) |
Loss before income tax | $ (206,483) | $ (33,624) | $ (59,474) |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of current and deferred components of the income tax expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expenses: | |||
Domestic | |||
Foreign | 1 | 189 | |
Total current tax expense | 1 | 189 | |
Deferred tax expense: | |||
Domestic | |||
Foreign | |||
Total deferred tax expense | |||
Total provision for income taxes | $ 1 | $ 189 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of deferred tax assets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry-forwards | $ 38,858 | $ 28,484 |
Allowance for doubtful accounts and inventory provision | 4,712 | 3,443 |
Product warranty | 8,769 | 2,903 |
Impairment of property, plant and equipment | 1,210 | 821 |
Deferred income | 392 | 216 |
Accrued expense | 239 | 805 |
Others | 920 | 615 |
Less: valuation allowance | (55,100) | (37,287) |
Net deferred tax assets |
Income Taxes (Details) - Sche_4
Income Taxes (Details) - Schedule of valuation allowance - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of valuation allowance [Abstract] | |||
Balance at beginning of the period | $ 37,287 | $ 30,857 | $ 19,503 |
Additions | 17,912 | 7,402 | 11,649 |
Reversal | (99) | (972) | (295) |
Balance at end of the period | $ 55,100 | $ 37,287 | $ 30,857 |
Income Taxes (Details) - Sche_5
Income Taxes (Details) - Schedule of reconciliation between the income tax expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliation between the income tax expense [Abstract] | |||
Loss before income tax | $ (206,483) | $ (33,624) | $ (59,474) |
Tax credit at the U.S. federal corporate income tax rate of 21% | (43,361) | (7,061) | (12,490) |
Tax effect of permanent differences – Share-based compensation | 17,408 | ||
Tax effect of permanent differences – Others | (1,411) | (2,152) | (2,961) |
Tax effect of income tax rate difference in other jurisdictions | 6,287 | 2,511 | 4,076 |
Changes in valuation allowance | 21,077 | 6,702 | 11,669 |
Others | 1 | (105) | |
Income tax expense | $ 1 | $ 189 |
Income Taxes (Details) - Sche_6
Income Taxes (Details) - Schedule of reconciliation between the income tax expense (Parentheticals) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of reconciliation between the income tax expense [Abstract] | |||
U.S. federal corporate income tax rate | 21.00% | 21.00% | 21.00% |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) - USD ($) $ in Thousands | 1 Months Ended | |||
Feb. 28, 2018 | Mar. 31, 2017 | Jul. 23, 2021 | Mar. 31, 2021 | |
Noncontrolling Interest [Abstract] | ||||
Percentage of equity interest | 17.39% | |||
Cash consideration received (in Dollars) | $ 400,000 | |||
Redemption of noncontroling equity interest percentage | 14.05% | |||
Simple annual interest percentage | 6.00% | |||
Group paid capital (in Dollars) | $ 30,000 | |||
Convertible of common shares (in Shares) | 17,253,182 |
Common Stock (Details)
Common Stock (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Common Stock (Details) [Line Items] | |
Authorized shares | 800,000,000 |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Designated as common stock shares | 750,000,000 |
Redeemable convertible preferred stock (in Dollars) | $ | $ 50,000,000 |
Common stock shares issued | 300,530,516 |
Common Stock one vote | one |
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. |
Common stock shares outstanding | 298,843,016 |
Merger [Member] | |
Common Stock (Details) [Line Items] | |
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 |
Common stock shares issued | 300,516,237 |
Preferred Shares (Details)
Preferred Shares (Details) | 12 Months Ended | |
Dec. 31, 2021USD ($) | Jul. 23, 2021 | |
Preferred Stock, Number of Shares, Par Value and Other Disclosures [Abstract] | ||
Exchange ratio | 160.3 | 160.3 |
Decrease of fair value (in Dollars) | $ 61,138 |
Preferred Shares (Details) - Sc
Preferred Shares (Details) - Schedule of preferred shares issued and outstanding | 12 Months Ended |
Dec. 31, 2021shares | |
Preferred Units [Line Items] | |
Number of Shares | 69,317,905 |
Series A1 Preferred [Member] | |
Preferred Units [Line Items] | |
Number of Shares | 31,357,306 |
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 B1 Preferred [Member] | |
Preferred Units [Line Items] | |
Number of Shares | 15,649,083 |
Shareholders | Ashmore Cayman SPC Limited (“Ashmore Cayman”) and IFC |
Series EEL 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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Series A1/C1 Preferred [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Balance at beginning | $ 80,581 | $ 76,684 | $ 76,864 |
Accretion before the extinguishment | 961 | ||
Conversion from Series A1 to C2 Preferred | (11,417) | ||
Fair value change of preferred shares and redeemable noncontrolling interests due to the extinguishment | 7,135 | ||
Accretion after the extinguishment | 3,141 | ||
Accretion | 3,897 | ||
Accretion from January 1 to July 23 | 2,257 | ||
Conversion as of Merger | (82,838) | ||
Ending at balance | 80,581 | 76,684 | |
Series B1/C2 Preferred [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Balance at beginning | 81,966 | 73,100 | 65,881 |
Accretion before the extinguishment | 804 | ||
Conversion from Series A1 to C2 Preferred | 11,417 | ||
Fair value change of preferred shares and redeemable noncontrolling interests due to the extinguishment | (12,146) | ||
Accretion after the extinguishment | 7,144 | ||
Accretion | 8,866 | ||
Accretion from January 1 to July 23 | 5,132 | ||
Conversion as of Merger | (87,098) | ||
Ending at balance | 81,966 | 73,100 | |
Series EEL/D1 Preferred [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Balance at beginning | 146,583 | 127,935 | 153,223 |
Accretion before the extinguishment | 15,439 | ||
Conversion from Series A1 to C2 Preferred | |||
Fair value change of preferred shares and redeemable noncontrolling interests due to the extinguishment | (56,127) | ||
Accretion after the extinguishment | 15,400 | ||
Accretion | 18,648 | ||
Accretion from January 1 to July 23 | 10,708 | ||
Conversion as of Merger | (157,291) | ||
Ending at balance | 146,583 | 127,935 | |
Redeemable noncontrolling interests [Member] | |||
Redeemable Noncontrolling Interest [Line Items] | |||
Balance at beginning | 90,820 | 80,561 | 79,615 |
Accretion before the extinguishment | 796 | ||
Conversion from Series A1 to C2 Preferred | |||
Fair value change of preferred shares and redeemable noncontrolling interests due to the extinguishment | (8,299) | ||
Accretion after the extinguishment | 8,449 | ||
Accretion | 10,259 | ||
Accretion from January 1 to July 23 | 5,841 | ||
Conversion as of Merger | (96,661) | ||
Ending at balance | $ 90,820 | $ 80,561 |
Share-based payment (Details)
Share-based payment (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 21, 2021 | Oct. 30, 2015 | Dec. 31, 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 | |||
Common exchange ratio | 160.3 | |||
Plan expire date | 10 years | |||
Reserves percentage | 5.00% | |||
Common stock | 76,613,244 | |||
Compensation expense | $ 24,222 | |||
Stock option | $ 142,598,000 | |||
Weighted-average period | 2 years 7 months 6 days | |||
Aggregate intrinsic value | ||||
Share based compensation expense | 18,925,000 | |||
Equity-based compensation costs | 111,410,000 | |||
Compensation cost | $ 5,462,000 | |||
Stock options value per share | $ 11.5 | |||
Fair market value percentage | 70.00% | |||
Common stock, however shares | 8,545,490 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based payment (Details) [Line Items] | ||||
Compensation expense | $ 434,000 | |||
Granted | 398,811 | |||
Phantom Share Units (PSUs) [Member] | ||||
Share-based payment (Details) [Line Items] | ||||
Compensation expense | $ 323,000 | |||
Granted | 328,789 | |||
Series B2 Preferred [Member] | ||||
Share-based payment (Details) [Line Items] | ||||
Shares issued | 79,107 | 53,319 | ||
Stock options value per share | $ 366,000 | |||
Deposit liability | $ 21,792,000 | |||
Stock-based compensation expense | $ 39,227,000 |
Share-based payment (Details) -
Share-based payment (Details) - Schedule of modification date fair value of the stock options was determined using the Binomial-Lattice Model | 12 Months Ended | |
Dec. 31, 2021$ / shares | ||
Binomial-Lattice Model [Member] | ||
Share-based payment (Details) - Schedule of modification date fair value of the stock options was determined using the Binomial-Lattice Model [Line Items] | ||
Expected dividend yield | 0.00% | [1] |
Monte Carlo pricing model [Member] | ||
Share-based payment (Details) - Schedule of modification date fair value of the stock options was determined using the Binomial-Lattice Model [Line Items] | ||
Expected dividend yield | 0.00% | [1] |
Minimum [Member] | Binomial-Lattice Model [Member] | ||
Share-based payment (Details) - Schedule of modification date fair value of the stock options was determined using the Binomial-Lattice Model [Line Items] | ||
Exercise price (in Dollars per share) | $ 4.37 | [2] |
Expected | 4 years 6 months | [3] |
Volatility | 47.60% | [4] |
Risk-free interest rate | 1.26% | [5] |
Weighted average fair value of options modified (in Dollars per share) | $ 4.7 | |
Minimum [Member] | Monte Carlo pricing model [Member] | ||
Share-based payment (Details) - Schedule of modification date fair value of the stock options was determined using the Binomial-Lattice Model [Line Items] | ||
Expected | 2 years 2 months 4 days | [2] |
Volatility | 63.06% | [3] |
Average correlation coefficient of peer companies (in Dollars per share) | $ 0.796 | [4] |
Risk-free interest rate | 0.31% | [5] |
Maximum [Member] | Binomial-Lattice Model [Member] | ||
Share-based payment (Details) - Schedule of modification date fair value of the stock options was determined using the Binomial-Lattice Model [Line Items] | ||
Exercise price (in Dollars per share) | $ 6.28 | [2] |
Expected | 9 years 4 months 24 days | [3] |
Volatility | 53.10% | [4] |
Risk-free interest rate | 1.87% | [5] |
Weighted average fair value of options modified (in Dollars per share) | $ 5.36 | |
Maximum [Member] | Monte Carlo pricing model [Member] | ||
Share-based payment (Details) - Schedule of modification date fair value of the stock options was determined using the Binomial-Lattice Model [Line Items] | ||
Expected | 2 years 4 months 6 days | [2] |
Volatility | 64.31% | [3] |
Average correlation coefficient of peer companies (in Dollars per share) | $ 0.812 | [4] |
Risk-free interest rate | 0.55% | [5] |
[1] | The dividend yield was estimated by the Company based on its expected dividend policy over the expected term of the options. | |
[2] | Expected term was derived from award agreements. | |
[3] | 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. | |
[4] | 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. | |
[5] | 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. |
Share-based payment (Details)_2
Share-based payment (Details) - Schedule of share options activity - $ / shares | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | ||
Schedule of share options activity [Abstract] | ||||
Number of Shares, outstanding at beginning (in Shares) | 34,737,967 | 7,578,503 | 8,810,178 | |
Weighted Average Exercise Price, outstanding at beginning | $ 6.19 | $ 5.5 | $ 5.55 | |
Weighted average grant date fair value, outstanding at beginning | $ 2.92 | $ 2.14 | $ 2.16 | |
Weighted Average Remaining Contractual, outstanding at beginning | 9 years | 7 years 1 month 6 days | 8 years 1 month 6 days | |
Number of Shares, granted (in Shares) | 28,350,160 | |||
Weighted Average Exercise Price, granted | $ 6.28 | |||
Weighted Average Grant Date Fair Value, granted | $ 3.09 | |||
Number of Shares, forfeited (in Shares) | (1,234,310) | (1,190,696) | (1,231,675) | |
Weighted Average Exercise Price, forfeited | $ 6.28 | $ 3.89 | $ 5.83 | |
Weighted average grant date fair value, forfeited | $ 3.2 | $ 2.04 | $ 2.27 | |
Number of Shares, outstanding at ending (in Shares) | 33,503,657 | 34,737,967 | 7,578,503 | |
Weighted Average Exercise Price, at ending | $ 6.19 | $ 6.19 | $ 5.5 | |
Weighted Average Grant Date Fair Value, at ending | $ 4.95 | [1] | $ 2.92 | $ 2.14 |
Weighted Average Remaining Contractual, at ending | 7 years 10 months 24 days | 9 years | 7 years 1 month 6 days | |
Number of Shares, Expected to vest and exercisable (in Shares) | 33,503,657 | 34,737,967 | 7,578,503 | |
Weighted Average Exercise Price, Expected to vest and exercisable | $ 6.19 | $ 6.19 | $ 5.5 | |
Weighted Average Grant Date Fair Value, Expected to vest and exercisable | $ 4.95 | [1] | $ 2.92 | $ 2.14 |
Weighted Average Remaining Contractual, Expected to vest and exercisable | 7 years 10 months 24 days | 9 years | 7 years 1 month 6 days | |
[1] | The amount represented weighted average modification date value per share. |
Share-based payment (Details)_3
Share-based payment (Details) - Schedule non-vested shares activity - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Non-Vested Share Units [Member] | |||
Share-based payment (Details) - Schedule non-vested shares activity [Line Items] | |||
Number on Non-Vested Shares, Outstanding at beginning | 23,027,399 | 19,809,056 | 17,291,560 |
Weighted Average Grant Date Fair Value per Share, Outstanding at beginning (in Dollars per share) | $ 0.93 | $ 0.9 | $ 0.96 |
Number on Non-Vested Shares, Forfeited | (71,494) | (772,341) | |
Weighted Average Grant Date Fair Value per Share, Forfeited (in Dollars per share) | $ 1.42 | $ 1.6 | |
Number on Non-Vested Shares, Transfer from non-vested shares | 3,289,837 | 3,289,837 | |
Weighted Average Grant Date Fair Value per Share, Transfer from non-vested shares (in Dollars per share) | $ 1.14 | $ 0.64 | |
Number on Non-Vested Shares, Outstanding at ending | 23,027,399 | 23,027,399 | 19,809,056 |
Weighted Average Grant Date Fair Value per Share, Outstanding at ending (in Dollars per share) | $ 8.74 | $ 0.93 | $ 0.9 |
Non-Vested Share [Member] | |||
Share-based payment (Details) - Schedule non-vested shares activity [Line Items] | |||
Number on Non-Vested Shares, Outstanding at beginning | 3,289,837 | 5,578,012 | |
Weighted Average Grant Date Fair Value per Share, Outstanding at beginning (in Dollars per share) | $ 1.14 | $ 0.93 | |
Number on Non-Vested Shares, Transfer to capped non-vested share units | (3,289,837) | (2,288,175) | |
Weighted Average Grant Date Fair Value per Share, Transfer to capped non-vested share units (in Dollars per share) | $ 1.14 | $ 0.64 | |
Number on Non-Vested Shares, Forfeited | (41,880) | ||
Weighted Average Grant Date Fair Value per Share, Forfeited (in Dollars per share) | $ 9.05 | ||
Number on Non-Vested Shares, Outstanding at ending | 671,441 | 3,289,837 | |
Weighted Average Grant Date Fair Value per Share, Outstanding at ending (in Dollars per share) | $ 9.08 | $ 1.14 | |
Number on Non-Vested Shares, Grant | 727,600 | ||
Weighted Average Grant Date Fair Value per Share, Grant (in Dollars per share) | $ 9.07 | ||
Number on Non-Vested Shares, Vested | (14,279) | ||
Weighted Average Grant Date Fair Value per Share, Vested (in Dollars per share) | $ 8.52 |
Share-based payment (Details)_4
Share-based payment (Details) - Schedule of classification of stock-based compensation - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of classification of stock-based compensation [Abstract] | |||
Cost of sales | $ 4,309 | ||
General and administrative | 59,492 | ||
Research and development expenses | 13,064 | ||
Selling and marketing expenses | 6,029 | ||
Construction in process | 237 | ||
Total | $ 83,131 |
Mainland China Contribution P_2
Mainland China Contribution Plan (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Total provisions of employee benefits | $ 2,774 | $ 2,192 | $ 2,722 |
Statutory Reserves and Restri_2
Statutory Reserves and Restricted Net Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Text Block Supplement [Abstract] | ||
Reserve percentage | 10.00% | |
Registered capital percentage | 50.00% | |
Restricted net asset | $ 378,506 | $ 156,333 |
Segment Information (Details)
Segment Information (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Operating segment | 1 |
Reporting segment. | 1 |
Segment Information (Details) -
Segment Information (Details) - Schedule of long-lived assets, classified by major geographic regions - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Segment Information (Details) - Schedule of long-lived assets, classified by major geographic regions [Line Items] | ||
Long-lived assets | $ 267,065 | $ 212,018 |
Long-lived assets percentage | 100.00% | 100.00% |
PRC [Member] | ||
Segment Information (Details) - Schedule of long-lived assets, classified by major geographic regions [Line Items] | ||
Long-lived assets | $ 211,139 | $ 198,921 |
Long-lived assets percentage | 79.00% | 94.00% |
Asia & Pacific [Member] | ||
Segment Information (Details) - Schedule of long-lived assets, classified by major geographic regions [Line Items] | ||
Long-lived assets | $ 211,139 | $ 198,921 |
Long-lived assets percentage | 79.00% | 94.00% |
Germany [Member] | ||
Segment Information (Details) - Schedule of long-lived assets, classified by major geographic regions [Line Items] | ||
Long-lived assets | $ 21,966 | $ 12,747 |
Long-lived assets percentage | 8.00% | 6.00% |
United kingdom [Member] | ||
Segment Information (Details) - Schedule of long-lived assets, classified by major geographic regions [Line Items] | ||
Long-lived assets | $ 67 | $ 120 |
Long-lived assets percentage | 0.00% | 0.00% |
Europe [Member] | ||
Segment Information (Details) - Schedule of long-lived assets, classified by major geographic regions [Line Items] | ||
Long-lived assets | $ 22,033 | $ 12,867 |
Long-lived assets percentage | 8.00% | 6.00% |
United States [Member] | ||
Segment Information (Details) - Schedule of long-lived assets, classified by major geographic regions [Line Items] | ||
Long-lived assets | $ 33,893 | $ 230 |
Long-lived assets percentage | 13.00% | 0.00% |
Segment Information (Details)_2
Segment Information (Details) - Schedule of assets and revenues major geographic regions - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 151,976 | $ 107,518 | $ 76,434 |
Revenue percentage | 100.00% | 100.00% | 100.00% |
PRC [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 93,326 | $ 66,160 | $ 49,346 |
Revenue percentage | 61.00% | 62.00% | 64.00% |
India [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 17,805 | $ 8,570 | $ 4,988 |
Revenue percentage | 12.00% | 8.00% | 7.00% |
Russia [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 12,213 | $ 5,671 | $ 3,673 |
Revenue percentage | 8.00% | 5.00% | 5.00% |
Other countries [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 8,172 | $ 2,254 | $ 7,430 |
Revenue percentage | 5.00% | 2.00% | 10.00% |
Asia & Pacific [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 131,516 | $ 82,655 | $ 65,437 |
Revenue percentage | 86.00% | 77.00% | 86.00% |
United kingdom [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 11,386 | $ 11,544 | $ 668 |
Revenue percentage | 7.00% | 11.00% | 1.00% |
Other countries [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 8,156 | $ 12,770 | $ 10,011 |
Revenue percentage | 6.00% | 12.00% | 13.00% |
Europe [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 19,542 | $ 24,314 | $ 10,679 |
Revenue percentage | 13.00% | 23.00% | 14.00% |
Other [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | $ 918 | $ 549 | $ 318 |
Revenue percentage | 1.00% | 0.00% | 0.00% |
Related Party Balances and Tr_3
Related Party Balances and Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |||
Loans from related parties, accumulative amount | $ 8,426 | $ 18,889 | $ 15,142 |
Outstanding balance due from related party | $ 85 |
Related Party Balances and Tr_4
Related Party Balances and Transactions (Details) - Schedule of relationship with the group | 12 Months Ended |
Dec. 31, 2021 | |
Ochem Chemical Co., Ltd (“Ochem”) [Member] | |
Related Party Balances and Transactions (Details) - Schedule of relationship with the group [Line Items] | |
Relationship | Controlled by CEO |
Ochemate Material Technologies Co., Ltd (“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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule of related party transactions [Abstract] | |||
Raw material sold to Ochem | $ 390 | $ 167 |
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 | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss attributable to Common Stock shareholders | $ (234,103) | $ (80,963) | $ (115,479) |
Denominator: | |||
Weighted average Common Stock outstanding used in computing basic and diluted net loss per share | 185,896,482 | 99,028,297 | 99,028,297 |
Basic and diluted net loss per share | $ (1.26) | $ (0.82) | $ (1.17) |
Net Loss Per Share (Details) _2
Net Loss Per Share (Details) - Schedule of outstanding were excluded from the calculation of diluted net loss per ordinary share - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net Loss Per Share (Details) - Schedule of outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | |||
Shares issuable upon exercise of share options | 33,786,356 | 18,281,198 | 8,108,700 |
Shares issuable upon vesting of non-vested shares | 167,268 | 72,122 | 4,712,098 |
Shares issuable upon exercise of warrants | 12,543,444 | ||
Shares issuable upon conversion of non-controlling interests of a subsidiary | 9,595,605 | 17,253,182 | 17,253,182 |
Shares issuable upon vesting of Earn-out shares | 8,821,913 | ||
Shares issuable that may be subject to cancellation | 744,349 | ||
Shares issuable upon conversion of Series A1 Preferred [Member] | |||
Net Loss Per Share (Details) - Schedule of outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | |||
Shares issuable upon conversion of Series | 2,613,042 | ||
Shares issuable upon conversion of Series B1 Preferred [Member] | |||
Net Loss Per Share (Details) - Schedule of outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | |||
Shares issuable upon conversion of Series | 1,304,117 | ||
Shares issuable upon conversion of Series B2 Preferred [Member] | |||
Net Loss Per Share (Details) - Schedule of outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | |||
Shares issuable upon conversion of Series | 6,035,544 | 8,545,490 | 8,545,490 |
Shares issuable upon conversion of Series C1 Preferred [Member] | |||
Net Loss Per Share (Details) - Schedule of outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | |||
Shares issuable upon conversion of Series | 14,881,434 | 26,757,258 | 24,527,400 |
Shares issuable upon conversion of Series C2 Preferred [Member] | |||
Net Loss Per Share (Details) - Schedule of outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | |||
Shares issuable upon conversion of Series | 11,262,023 | 20,249,450 | 18,561,830 |
Shares issuable upon conversion of Series D1 Preferred [Member] | |||
Net Loss Per Share (Details) - Schedule of outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | |||
Shares issuable upon conversion of Series | 12,408,870 | 22,311,516 | 22,311,516 |
Shares issuable upon conversion of Series D2 Preferred [Member] | |||
Net Loss Per Share (Details) - Schedule of outstanding were excluded from the calculation of diluted net loss per ordinary share [Line Items] | |||
Shares issuable upon conversion of Series | 9,139,268 | 16,432,674 | 16,432,674 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Feb. 05, 2018 | Dec. 31, 2021 |
Commitments and Contingencies (Details) [Line Items] | ||
Ordinary shares (in Shares) | 416,702 | |
Other equity remedies | $ 1,000 | |
Capital Commitments [Member] | ||
Commitments and Contingencies (Details) [Line Items] | ||
Capital commitments | $ 225,247 |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of future minimum payments under lease commitments $ in Thousands | Dec. 31, 2021USD ($) |
Schedule of future minimum payments under lease commitments [Abstract] | |
2022 | $ 3,763 |
2023 | 3,151 |
2024 | 2,345 |
2025 | 1,879 |
2026 | 1,879 |
Thereafter | 17,109 |
Total Lease Liabilities | $ 30,126 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 31, 2022shares |
Forecast [Member] | |
Subsequent Events (Details) [Line Items] | |
Granted shares | 38,566 |
Schedule I Condensed Financia_2
Schedule I Condensed Financial Information of Parent Company (Details) - Schedule I Condensed Financial Information of Parent Company Balance Sheet - Parent Company [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 357,008 | $ 1,600 |
Prepaid expenses and other current assets | 126 | |
Amount due from subsidiaries | 3,081 | |
Total Current Assets | 357,008 | 4,807 |
Property, plant and equipment, net | 3 | |
Other non-current assets | 377 | |
Investments in subsidiaries | 690,032 | 6,122 |
Total Assets | 1,047,040 | 11,309 |
Current liabilities: | ||
Amount due to inter-company | 359,202 | |
Accrued expenses and other current liabilities | 35 | |
Income tax payables | 557 | |
Bonds payable | 64,432 | |
Total Current Liabilities | 359,237 | 64,989 |
Deposit liability for Series B2 Preferred | 21,792 | |
Warrant liability | 1,105 | |
Total Liabilities | 360,342 | 86,781 |
Mezzanine Equity (Note 18 and Note 20) | ||
Series C1 Preferred (US$0.0001 par value; 26,757,258 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of December 31, 2021) | 80,581 | |
Series C2 Preferred (US$0.0001 par value; 20,249,450 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of December 31, 2021) | 81,966 | |
Series D1 Preferred (US$0.0001 par value; 22,311,516 authorized, issued and outstanding as of December 31, 2020 and nil authorized, issued and outstanding as of December 30, 2021) | 146,583 | |
Total Mezzanine Equity | 309,130 | |
Shareholders’ Deficit | ||
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 2021; 99,028,297 and 300,530,516 shares issued, and 99,028,297 and 298,843,016 shares outstanding as of December 31, 2020 and 2021) | 30 | 6 |
Additional paid-in capital | 1,306,034 | |
Statutory reserves | 6,032 | 6,032 |
Accumulated deficit | (632,099) | (397,996) |
Accumulated other comprehensive income | 6,701 | 7,356 |
Total Shareholders’ (Deficit)/Equity | 686,698 | (384,602) |
Total Liabilities, Mezzanine Equity and Shareholders’ Equity | $ 1,047,040 | $ 11,309 |
Schedule I Condensed Financia_3
Schedule I Condensed Financial Information of Parent Company (Details) - Schedule I Condensed Financial Information of Parent Company Balance Sheet (Parentheticals) - Parent Company [Member] - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Commom stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Commom stock, shares authorized | 750,000,000 | 240,450,000 |
Commom stock, shares issued | 300,530,516 | 99,028,297 |
Commom stock, shares outstanding | 298,843,016 | 99,028,297 |
Series C1 Preferred Stock [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 26,757,258 | 26,757,258 |
Preferred stock, shares issued | 26,757,258 | 26,757,258 |
Preferred stock, shares outstanding | 26,757,258 | 26,757,258 |
Series C2 Preferred Stock [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,249,450 | 20,249,450 |
Preferred stock, shares issued | 20,249,450 | 20,249,450 |
Preferred stock, shares outstanding | 20,249,450 | 20,249,450 |
Series D1 Preferred Stock [Member] | ||
Condensed Balance Sheet Statements, Captions [Line Items] | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 22,311,516 | 22,311,516 |
Preferred stock, shares issued | 22,311,516 | 22,311,516 |
Preferred stock, shares outstanding | 22,311,516 | 22,311,516 |
Schedule I Condensed Financia_4
Schedule I Condensed Financial Information of Parent Company (Details) - Schedule I Condensed Financial Information of Parent Company Statement of Operations - Parent Company [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Income Statements, Captions [Line Items] | |||
Revenues from subsidiaries | $ 199 | $ 289 | |
Gross profit | 199 | 289 | |
Operating expenses: | |||
General and administrative expenses | (2,424) | (3,340) | (2,360) |
Total operating expenses | (2,424) | (3,340) | (2,360) |
Subsidy income | 224 | ||
Loss from operations | (2,424) | (2,917) | (2,071) |
Other income and expenses: | |||
Interest income | 10 | 38 | 134 |
Loss on changes in fair value of Bridge Notes | (9,861) | ||
Gain on change in fair value of warrant liability | 2,469 | ||
Other expense, net | 59 | ||
Loss before provision for income taxes | (9,747) | (2,879) | (1,937) |
Income tax expense | |||
Loss from investment in subsidiaries | (196,736) | (30,746) | (55,603) |
Net loss attributable to Microvast Holdings, Inc. | $ (206,483) | $ (33,625) | $ (57,540) |
Schedule I Condensed Financia_5
Schedule I Condensed Financial Information of Parent Company (Details) - Schedule I Condensed Financial Information of Parent Company Statements of Comprehensive Loss - Parent Company [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Statement of Income Captions [Line Items] | |||
Net loss | $ (206,483) | $ (33,625) | $ (57,540) |
Other comprehensive loss, net of tax of nil: | |||
Foreign currency translation adjustment | (655) | 16,622 | (3,965) |
Total comprehensive loss attributable to Microvast Holdings, Inc. | $ (207,138) | $ (17,003) | $ (61,505) |
Schedule I Condensed Financia_6
Schedule I Condensed Financial Information of Parent Company (Details) - Schedule I Condensed Financial Information of Parent Company Statements of Cash Flows - Parent Company [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Cash Flow Statements, Captions [Line Items] | |||
Net cash used in operating activities | $ (2,846) | $ (3,398) | $ (6,736) |
Cash flows from investing activities | |||
Purchases of property, plant and equipment | (18,465) | (380) | |
Investment in subsidiaries | (354,014) | ||
Net cash used in investing activities | (372,479) | (380) | |
Cash flows from financing activities | |||
Cash received from the trust account upon Merger, net of transaction costs | 223,605 | ||
Cash received from PIPE investors upon Merger | 482,500 | ||
Issuance of Bridge Notes | 57,500 | ||
Payment to exited noncontrolling interests | (32,872) | ||
Net cash generated from financing activities | 730,733 | ||
(Decrease)/increase in cash, cash equivalents and restricted cash | 355,408 | (3,778) | (6,736) |
Cash, cash equivalents and restricted cash at beginning of the period | 1,600 | 5,378 | 12,114 |
Cash, cash equivalents and restricted cash at end of the period | $ 357,008 | $ 1,600 | $ 5,378 |