11/21/2024 | Press release | Distributed by Public on 11/21/2024 20:44
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Convertible Loan(1) | $0.5 | 05/28/2024 | A | $12,000,000 | 05/28/2024 | 11/28/2025 | Common Stock | 24,000,000 | $ 0 | 24,000,000 | D | ||||
Warrants (Right to Buy)(2) | $2 | 05/28/2024 | A | 5,500,000 | 05/28/2024 | 05/28/2029 | Common Stock | 5,500,000 | $ 0 | 5,500,000 | D | ||||
Convertible Loan(1) | $0.5 | 07/23/2024 | A | $13,000,000 | 07/23/2024 | 11/28/2025 | Common Stock | 26,000,000 | $ 0 | 50,000,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Wu Yang 12603 SOUTHWEST FREEWAY SUITE 300 STAFFORD, TX 77477 |
X | X | Chairman & CEO |
/s/ Yang Wu | 11/21/2024 |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Loan and Security Agreement, dated as of May 28, 2024, by and among the Issuer, Microvast, Inc., each direct or indirect subsidiary of the Issuer that is or may, from time to time, become a party thereto, the Reporting Person and Acquiom Agency Services LLC (the "Loan Agreement"), the Reporting Person made available to the Issuer an initial term loan in the amount of $12,000,000 and a delayed draw term loan in the amount of $13,000,000. Pursuant to the Loan Agreement, the Reporting Person has the right to convert the outstanding principal balance of the loans issued thereunder, in whole or in part, in increments of $100,000 into shares of common stock, par value $0.0001 per share, of the Issuer ("Common Stock") at an initial conversion rate equal to two shares of Common Stock per $1.00 of principal to be converted. |
(2) | In connection with its entry into the Loan Agreement, the Issuer issued to the Reporting Person a warrant to purchase shares of Common Stock that was immediately exercisable, in whole or in part, in increments of 100,000 shares of Common Stock. |