路特斯科技美股招股说明书(2024-01-12版)

andPROSPECTUS FOR UP TO 28,946,340 LTC ORDINARY SHARESREPRESENTED BY AMERICAN DEPOSITARY SHARES,15,037,075 LTC WARRANTS AND15,037,075 LTC ORDINARY SHARES REPRESENTED BYAMERICAN DEPOSITARY SHARES ISSUABLE UPONEXERCISE OF LTC WARRANTSOF Lotus Technology Inc. The board of directors ofLCatterton Asia Acquisition Corp (“LCAA”), a Cayman Islandsexempted company, has approved the Agreement and Plan of Merger, dated as of January 31,2023 (as amended and restated by the First Amended and Restated Agreement and Plan ofMerger, dated as of October 11, 2023 and as may be further amended, supplemented orotherwise modified from time to time, the “Merger Agreement”) by and among LCAA, LotusTechnology Inc. (“LTC”), a Cayman Islands exempted company, Lotus Temp Limited, aCayman Islands exempted company and wholly-owned subsidiary of LTC (“Merger Sub 1”),and Lotus EV Limited, a Cayman Islands exempted company and wholly-owned subsidiary ofLTC ( “Merger Sub 2”). Pursuant to the Merger Agreement, (i) Merger Sub 1 will merge withand into LCAA (the “First Merger”), with LCAA surviving the First Merger as a wholly-ownedsubsidiary of LTC (such company, as the surviving entity of the First Merger, “Surviving Entity1”)and the shareholders of LCAA becoming shareholders of LTC,and(ii) immediatelyfollowing the First Merger and as part of the same overall transaction as the First Merger,Surviving Entity 1 will merge with and into Merger Sub 2 (the “Second Merger,” and togetherwith the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as awholly-owned subsidiary of LTC (such company, as the surviving entity of the Second Merger,“Surviving Entity 2”) (collectively, the “Business Combination”). LCAA shareholders are being asked to consider a vote upon the Business Combination andcertain proposals related thereto as described in this proxy statement/prospectus. As a result of the Business Combination, and upon consummation of the Business Combination and the othertransactions contemplated by the Merger Agreement (the “Transactions”), Merger Sub 2 (as thesuccessor to LCAA) will become a wholly-owned subsidiary of LTC, with the shareholders ofLCAA becoming shareholders of LTC. Pursuant to the Merger Agreement on the date of closing of the Transactions (such closing,the “Closing,” and the day on which the Closing occurs, the “Closing Date”) and immediatelyprior to the effective time of the First Merger (the “First Effective Time”), the following actionsshall take place or be effected (in the order set forth hereinafter): (i) each preferred share ofLTC that is issued and outstanding immediately prior to such time shall be converted into oneordinary share on a one-for-one basis, by re-designation and re-classification, in accordancewith the fifth amended and restated memorandum and articles of association of LTC (the “LTCArticles”) (the “Preferred Share Conversion”), (ii) the sixth amended and restated memorandumand articles of association of LTC (“Amended LTC Articles”) shall be adopted and becomeeffective; (iii) immediately following the Preferred Share Conversion but immediately prior tothe Recapitalization (as defined below), 500,000,000 authorized but unissued ordinary shares ofLTC shall be re-designated as shares of a par value of US$0.00001 each of such class or classes(however designated) as the board of directors of LTC (the “LTC Board”) may determine inaccordance with the Amended LTC Articles, such that the authorized share capital of LTC shallbe US$50,000 divided into 5,000,000,000 shares of par value of US$0.00001 each, consisting of4,500,000,000 ordinary shares of a par value of US$0.00001 each (“LTC Ordinary Shares”),and 500,000,000 shares of a par value of US$0.00001 each of such class or classes (howeverdesignated) as the LTC Board may determine in accordance with the Amended LTC Articles(the“Re-designation”).Immediately following the Re-designation and prior to the FirstEffectiveTime,(i) each issued LTC Ordinary Share shall be recapitalized by way of arepurchase in exchange for the issuance of such number of LTC Ordinary Shares equal to theRecapitalization Factor (as defined below) (i.e., one such LTC Ordinary Share multiplied by the Recapitalization Factor) (the “Recapitalization”); provided that no fraction of an LTC OrdinarySharewill be issued by virtue of the Recapitalization,and each shareholder that wouldotherwise be so entitled to a fraction of an LTC Ordinary Share (after aggregating all fractionalLTC Ordinary Shares that otherwise would be received by such shareholder) shall instead beentitled to receive such number of LTC Ordinary Shares to which such shareholder wouldotherwise be entitled, rounded down to the nearest whole number, (ii) any options exercisable topurchase shares of LTC (“LTC Options”) issued and outstanding immediately prior to theRecapitalization shall be adjusted to give effect to the foregoing transactions, such that (a) eachLTC Option shall be exercisable for that numb