路特斯科技美股招股说明书(2024-05-29版)

Lotus Technology Inc. 15,037,030 AMERICAN DEPOSITARY SHARESUNDERLYING WARRANTS,680,957,495 AMERICAN DEPOSITARY SHARES AND5,486,784 WARRANTS TO PURCHASE ORDINARYSHARES This prospectus relates to the issuance by us of up to 15,037,030 Americandepositary shares of LTC, or ADSs, each representing one ordinary share, par valueUS$0.00001 per share, of LTC, or Ordinary Share, including (i) 9,550,246 ADSsissuable upon the exercise of warrants, or Public Warrants, to purchase OrdinaryShares in the form of ADSs at an exercise price of US$11.50 per share, which wereissuedon February 22,2024,or the Closing Date,in exchange for the publicwarrants, or the LCAA Public Warrants, ofLCatterton Asia Acquisition Corp, orLCAA, that were issued in the initial public offering of LCAA; and (ii) 5,486,784ADSs issuable upon the exercise of warrants, or Sponsor Warrants, to purchaseOrdinary Shares in the form of ADSs at an exercise price of US$11.50 per share,which were issued to LCAA Acquisition Sponsor LLC, or the Sponsor, on theClosing Date in exchange for the private placement warrants, or the LCAA PrivateWarrants, purchased by the Sponsor for a total consideration of US$8,230,176 in aprivate placement concurrent with the initial public offering of LCAA at a price ofUS$1.50 per warrant. The LCAA Private Warrants and LCAA Public Warrants arecollectively referred to as the “LCAA Warrants” and the Sponsor Warrants and PublicWarrants are collectively referred to as the “Warrants.” This prospectus also relates to the potential offer and sale from time to time bytheselling securityholders named in this prospectus or their pledgees,donees,transferees, assignees or other successors in interest (that receive any of the securitiesas a gift, distribution, or other non-sale related transfer) (who we collectively refer toas the “Selling Securityholders”) of up to (A) 680,957,495 ADSs, which include ADSunderlying(i) 542,850,129 Ordinary Shares,or the Legacy Shares,beneficiallyownedby Lotus Advanced Technology Limited Partnership,Lotus TechnologyInternationalInvestment Limited,ETIKA AUTOMOTIVE SDN.BHD.,LOTUSGROUP INTERNATIONAL LIMITED, MISSION PURPLE L.P., SCC Growth VHoldco B, Ltd., Mission Bloom Limited, SKYMACRO RESOURCES LIMITED,HUBEICHANGJIANG JINGKAI AUTOMOBILE INDUSTRY INVESTMENTFUND PARTNERSHIP (LIMITED PARTNERSHIP), or Jingkai Fund, NorthpoleGLY3 LP,Hangzhou Fuyang Investment Development Co.,Ltd.and NingboShangchuangEquity Investment Partnership(Limited Partnership),which wereoriginallyacquired at a price of approximately(after accounting for theRecapitalization Factor (as defined below)) US$0.6 to US$6.6 per share prior to the Closing Date; (ii) 7,162,718 Ordinary Shares, or the Sponsor Shares, issued to theSponsor and LCAA’s independent directors (Mr. Sanford Martin Litvack, Mr. FrankN. Newman and Mr. Anish Melwani) on the Closing Date in exchange for the LCAAClassB Ordinary Shares,which were purchased by the Sponsor at a price ofapproximately US$0.003 per share and by the independent directors at a price ofUS$0.001 per share; (iii) 5,486,784 Ordinary Shares, or the PIPE Shares, issuableupon the exercise of the Sponsor Warrants; (iv) 122,446,496 Ordinary Shares issuedon the Closing Date to certain investors, or the PIPE Investors, which include LTC’sthen existing shareholders, pursuant to certain subscription agreements entered into inconnection with the Business Combination (as defined below) at a price of US$10.00per share; and (v) 3,011,368 Ordinary Shares, or the CB Shares, issued to certaininvestors,or the CB Investors,pursuant to certain convertible note purchaseagreements entered into in connection with the Business Combination at a conversionprice of US$10.00 per share, and (B) 5,486,784 Warrants. These securities are beingregistered to satisfy certain registration rights we have granted to permit the SellingSecurityholders to sell securities from time to time, in amounts, at prices and on termsdetermined at the time of offering. The Selling Securityholders may offer, sell ordistribute all or a portion of these securities from time to time through public orprivate transactions, at either prevailing market prices or at privately negotiatedprices.The Selling Securityholders may sell these securities through ordinarybrokerage transactions, in underwritten offerings, directly to market makers of oursecurities or through any other means described in the section entitled “Plan ofDistribution” herein. In connection with any sales of securities offered hereunder, theSelling Securityholders, any underwriters, agents, brokers or dealers participating insuch sales may be deemed to be “underwriters” within the meaning of the SecuritiesAct of 1933, as amended, or the Securities Act. TheADSs and Warrants are listed on the Nasdaq Stock Market LLC,or“Nasdaq,” under the trading symbols “LOT” and “LOTWW,” respectively. On May1, 2024, the closing price for the ADSs on Nasdaq was US$6.38. On May 1, 2024, theclosing price for the Warrants on