路特斯科技美股招股说明书(2024-10-01版)

44,450,000 AMERICAN DEPOSITARY SHARES Representing 44,450,000 Ordinary Shares This prospectus relates to the potential offer and sale from time to time byWestwood Capital Group LLC, a Delaware limited liability company (we refer toWestwood Capital Group LLC as “Westwood” or the “Selling Securityholder”), of upto 44,450,000 American depositary shares, or ADSs, each representing one ordinaryshare, par value US$0.00001 per share, of Lotus Technology Inc., or Ordinary Share,including (i) up to 43,750,000 ADSs, or the VWAP Purchase ADSs, that we may, atour discretion, elect to issue to Westwood from time to time after the date of thisprospectus,pursuant to the securities purchase agreement,or the PurchaseAgreement, dated September 16, 2024, that we entered into with Westwood, and (ii)700,000 ADSs, or the Commitment ADSs, representing 700,000 Ordinary Shares thatwereissued to Westwood as consideration for its irrevocable commitment tosubscribe for VWAP Purchase ADSs at our direction, from time to time after the dateof this prospectus, upon the terms and subject to the conditions set forth in thePurchase Agreement. The purchase price for the VWAP Purchase ADSs we may sellto Westwood will be based upon formulas set forth in the Purchase Agreement basedon the then current market price of the ADSs. See the sections titled “WestwoodCapital Group Committed Equity Financing” for a description of the transactioncontemplated by the Purchase Agreement and “Selling Securityholder” for additionalinformation regarding Westwood. We are not selling any securities under this prospectus and will not receive anyof the proceeds from the sale of ADSs by Westwood. However, we may receive up toUS$350,000,000 in aggregate gross proceeds from sales of the VWAP PurchaseADSs to Westwood that we may make under the Purchase Agreement, from time totime after the date of this prospectus. Our registration of the offer and sale of securities covered by this prospectusdoes not mean that Westwood will offer or sell any ADSs. Westwood may sell orotherwise dispose of the ADSs included in this prospectus in a number of differentways and at varying prices. We provide more information about how Westwood maysell the ADSs in the section entitled “Plan of Distribution.” The market price of theADSs could decline if Westwood sells a significant portion of the ADSs or isperceived by the market as intending to sell them. See “Risk Factors—RisksRelating to This Offering and Our Securities.” Westwood is an “underwriter” within the meaning of Section 2(a)(11) of theSecurities Act of 1933, as amended, or the Securities Act. Westwood will pay all brokerage fees and commissions and similar expenses inconnection with the offer and sale of ADSs by Westwood pursuant to this prospectus. We will pay the expenses (except brokerage fees and commissions and similarexpenses) incurred in registering under the Securities Act the offer and sale of ADSsincluded in this prospectus by Westwood, including legal and accounting fees. See“Plan of Distribution.” The ADSs are listed on the Nasdaq Global Select Market, or Nasdaq, under thetrading symbol “LOT.” On September 18, 2024, the closing price for the ADSs onNasdaq was US$5.00. We are an “emerging growth company” as defined in the Jumpstart Our BusinessStartups Act of 2012, or the JOBS Act, and are therefore eligible to take advantage ofcertainreduced reporting requirements otherwise applicable to other publiccompanies. See “Prospectus Summary—Implications of Being an Emerging GrowthCompany.” We are also a “foreign private issuer,” as defined in the Securities Exchange Actof 1934, as amended, or the Exchange Act, and are exempt from certain rules undertheExchange Act that impose certain disclosure obligations and proceduralrequirementsfor proxy solicitations under Section 14 of the Exchange Act.Inaddition, our officers, directors and principal shareholders are exempt from thereportingand“short-swing”profit recovery provisions under Section 16 of theExchange Act. Moreover, we are not required to file periodic reports and financialstatements with the SEC as frequently or as promptly as U.S. companies whosesecuritiesare registered under the Exchange Act.See“Prospectus Summary—Implications of Being a Foreign Private Issuer.” In addition, as of the date of this prospectus, Mr. Shufu Li beneficially ownsmore than 50% of the total voting power of our issued and outstanding OrdinaryShares. As a result, we qualify as a “controlled company” within the meaning ofNasdaq’s corporate governance standards and have the option not to comply withcertainrequirements to which companies that are not controlled companies aresubject, including the requirement that a majority of our board of directors shallconsistof independent directors and the requirement that our nominating andcorporate governance committee and compensation committee shall be composedentirely of independent directors. Lotus Technology Inc., or LTC, is not an operating co