路特斯科技美股招股说明书(2025-06-20版)

44,450,000AMERICAN DEPOSITARY SHARESRepresenting 44,450,000 Ordinary Shares This prospectus relates to the potential offer and sale from time to time by Westwood Capital GroupLLC, a Delaware limited liability company (we refer to Westwood Capital Group LLC as “Westwood” orthe “Selling Securityholder”), of up to 44,450,000 American depositary shares, or ADSs, each representingone ordinary share, 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, at our discretion, elect to issue toWestwood from time to time after the date of this prospectus, pursuant to the securities purchase agreement,or the Purchase Agreement, dated September16, 2024, that we entered into with Westwood, and(ii)700,000 ADSs, or the Commitment ADSs, representing 700,000 Ordinary Shares that were issued toWestwood as consideration for its irrevocable commitment to subscribe for VWAP Purchase ADSs at ourdirection, from time to time after the date of this prospectus, upon the terms and subject to the conditions setforth in the Purchase Agreement. The purchase price for the VWAP Purchase ADSs we may sell toWestwood will be based upon formulas set forth in the Purchase Agreement based on the then currentmarket price of the ADSs. See the sections titled “Westwood Capital Group Committed Equity Financing”for a description of the transaction contemplated by the Purchase Agreement and “Selling Securityholder”for additional information regarding Westwood. We are not selling any securities under this prospectus and will not receive any of the proceeds fromthe sale of ADSs by Westwood. However, we may receive up to US$350,000,000 in aggregate grossproceeds from sales of the VWAP Purchase ADSs to Westwood that we may make under the PurchaseAgreement, from time to time after the date of this prospectus. Our registration of the offer and sale of securities covered by this prospectus does not mean thatWestwood will offer or sell any ADSs. Westwood may sell or otherwise dispose of the ADSs included in thisprospectus in a number of different ways and at varying prices. We provide more information about howWestwood may sell the ADSs in the section entitled “Plan of Distribution.” The market price of the ADSscould decline if Westwood sells a significant portion of the ADSs or is perceived by the market as intendingto sell them. See “Risk Factors — Risks Relating to the Westwood Capital Group Committed EquityFinancing and This Offering.” Westwood is an “underwriter” within the meaning of Section2(a)(11) of the Securities Act of 1933, asamended, or the Securities Act. Westwood will pay all brokerage fees and commissions and similar expenses in connection with theoffer and sale of ADSs by Westwood pursuant to this prospectus. We will pay the expenses (exceptbrokerage fees and commissions and similar expenses) incurred in registering under the Securities Act theoffer and sale of ADSs included 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 the trading symbol “LOT.”On May29, 2025, the closing price for the ADSs on Nasdaq was US$2.16. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012,or the JOBS Act, and are therefore eligible to take advantage of certain reduced reporting requirementsotherwise applicable to other public companies. See “Our Company — Implications of Being an EmergingGrowth Company.” We are also a “foreign private issuer,” as defined in the Securities Exchange Act of 1934, as amended,or the Exchange Act, and are exempt from certain rules under the Exchange Act that impose certaindisclosure obligations and procedural requirements for proxy solicitations under Section14 of the ExchangeAct. In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions under Section16 of the Exchange Act. Moreover, we are not required tofile periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companieswhose securities are registered under the Exchange Act. See “Our Company — Implications of Being aForeign Private Issuer.” In addition, as of the date of this prospectus, Mr.Shufu Li beneficially owns more than 50% of the totalvoting power of our issued and outstanding Ordinary Shares. As a result, we qualify as a “controlledcompany” within the meaning of Nasdaq’s corporate governance standards and have the option not tocomply with certain requirements to which companies that are not controlled companies are subject,including the requirement that a majority of our board of directors shall consist of independent directors andthe requirement that our nominating and corporate governance committee and compensation committeeshall be composed entirely of independent directors. Lotus Technol