SEC Form 424B3 filed by Lotus Technology Inc.

11/21/24 8:11:49 AM ET

$LOT

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424B3 1 tm2429124d2_424b3.htm 424B3

Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-282217

Prospectus Supplement No. 5

(To Prospectus dated September 30, 2024)

Lotus Technology Inc.

44,450,000 AMERICAN DEPOSITARY SHARES

REPRESENTING 44,450,000 ORDINARY SHARES

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 30, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form F-1 (Registration No. 333-282217), as amended and supplemented, with the information contained in our Current Report on Form 6-K, furnished with the Securities and Exchange Commission on November 21, 2024. The Prospectus relates to the potential offer and sale from time to time by Westwood Capital Group LLC (“Westwood”), of up to 44,450,000 ADSs including (i) up to 43,750,000 ADSs that we may, at our discretion, elect to issue to Westwood from time to time pursuant to the securities purchase agreement dated September 16, 2024 that we entered into with Westwood (the “Purchase Agreement”), and (ii) 700,000 ADSs, representing 700,000 Ordinary Shares that we issued to Westwood as consideration for its irrevocable commitment to subscribe for ADSs at our direction, from time to time, upon the terms and subject to the conditions set forth in the Purchase Agreement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our ADSs are listed on the Nasdaq Stock Market LLC, or Nasdaq, under the trading symbols “LOT.” On November 20, 2024, the closing price of our ADSs on Nasdaq was $4.45 per share.

We may further amend or supplement the Prospectus and this prospectus supplement from time to time by filing amendments or supplements as required. You should read the entire Prospectus, this prospectus supplement and any amendments or supplements carefully before you make your investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 17 of the Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the U.S. Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is November 21, 2024.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-
16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of November 2024

Commission File Number: 001-41970

Lotus Technology Inc.

(Translation of registrant’s name into English)

No. 800 Century Avenue

Pudong District, Shanghai, People’s Republic of China

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release – Lotus Technology Reports Unaudited Third Quarter and First Nine Months 2024 Financial Results
99.2		Presentation – Third Quarter and First Nine Months 2024 Results

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Lotus Technology Inc.

By	:	/s/ Alexious Kuen Long Lee
Name	:	Alexious Kuen Long Lee
Title	:	Director and Chief Financial Officer

Date: November 21, 2024

Exhibit 99.1

LOTUS TECH

group-lotus.com

Lotus Technology Reports Unaudited Third Quarter and First Nine Months 2024 Financial Results

	·	Over 7,600 vehicles delivered in the first nine months of 2024, a year-on-year increase of 136%
	·	Total revenue reached $653 million, more than doubled year-on-year
	·	Revenue of intelligent driving business from customers other than Lotus surged to $11 million with a year-on-year growth of 450%
	·	Launched Hyper Hybrid EV technology that provides high-performance with a combined range of over 1,100 kilometers

New York – Nov 21, 2024 – Lotus Technology Inc. (“Lotus Tech” or the “Company”), a leading global intelligent and luxury mobility provider, today announced its unaudited financial results for the third quarter and first nine months ended September 30, 2024.

Operating Highlights for the First Nine Months of 2024

In the first nine months of 2024, the Company achieved total deliveries¹of 7,617 units, representing a 136% year-on-year (YoY) increase. Global allocation was relatively diversified with each region contributing 18-35% of the total deliveries in the first nine months of 2024, powered by over 200 stores in prime locations worldwide. Europe market continued to expand with a year-on-year increase of 372% in deliveries in the first nine months of 2024. Rest of the World region achieved a year-on-year growth of 110% as the Company continued to make steady progress in its expansion into new markets.

In the third quarter of 2024, the deliveries of Emira commenced in South Africa and India, and of Eletre in Japan, South Korea and the Philippines. Eletre Carbon, a high-performance variant tailored for the North America market, was revealed and is expected to commence deliveries in the first half of 2025. Deliveries of bespoke and collection versions of both Eletre (SUV) and Emeya (GT, Sedan) also commenced in the third quarter.

Lotus continues to drive technological innovation to meet market demand. Following the launch of the Theory 1 model which embodies the brand’s future design philosophy, the Company recently revealed Hyper Hybrid EV technology. Beyond upholding Lotus’ legacy of high-performance, the 900V Hyper Hybrid EV technology features industry leading Dual Hyper Charging technology and a combined range of over 1,100 kilometers to provide premium driving experience for the drivers.

Deliveries¹ by Model Type

	Jan-Sep, 2024		Jan-Sep, 2023		%Change (YoY)
Lifestyle SUV and Sedan		3,983		1,762		126	%
Sportscars		3,634		1,459		149	%
Total		7,617		3,221		136	%

Deliveries¹ by Region

	Jan-Sep, 2024		% by region			Jan-Sep, 2023		% by region
Europe		2,683		35	%		568		18	%
China		1,880		25	%		1,993		62	%
North America		1,665		22	%		-		-
Rest of the World		1,389		18	%		660		20	%
Total		7,617		100	%		3,221		100	%

Lotus Robotics, the Company’s intelligent driving arm, has recently entered into an agreement with a top European automaker to deliver intelligent driving solutions for its multiple models in plan. As a result, the total contract value² for Lotus intelligent driving with customers other than Lotus reached approximately $130 million for Lotus intelligent driving solutions following earlier agreements with multiple auto conglomerates such as Farizon and a top Japanese tier-one supplier.

LOTUS TECH

group-lotus.com

Recognized revenue of Lotus Robotics

(in millions of U.S. dollars, unaudited)

	Jan-Sep, 2024		Jan-Sep, 2023		%Change (YoY)
Revenue		19		6		217	%
from Lotus^(A)		8		4		100	%
from Other Customers		11		2		450	%

(A): Represent subsidiaries of the Company

Financial Highlights for the First Nine Months of 2024

	●	Total revenues for the first nine months of 2024 were $653 million, a 105% YoY increase.
	●	Sales of goods were $624 million, a 104% YoY increase.
	●	Service revenues were $29 million, a 129% YoY increase.
	●	Gross margin for the first nine months was 9%, versus 11% in the same period of 2023.
	●	Gross margin of sales of goods for the first nine months of 2024 was 7%, versus 10% for the same period of 2023, mainly due to destock.
	●	Gross margin of service revenues for the first nine months of 2024 was 55%, versus 28% for the same period of 2023, due to increase of high-margin technology-related income.
	●	Operating loss was $598 million for the first nine months of 2024, a 18% YoY increase.
	●	Net loss was $667 million for the first nine months of 2024. Excluding share-based compensation expenses, adjusted net loss (non-GAAP) was $633 million for the first nine months of 2024, a 20% YoY increase.
	●	Adjusted EBITDA (non-GAAP) was a loss of $563 million for the first nine months of 2024, a 16% YoY increase.

Key Financial Results

The table below summarizes key preliminary financial results for the first nine months ended September 30, 2024.

(in millions of U.S. dollars, unaudited)

	Jan-Sep, 2024			Jan-Sep, 2023			% Change (YoY)
Revenues		653			318			105	%
Cost of revenues		594			284			109	%
Gross profit		59			34			75	%
Gross margin (%)		9	%		11	%
Operating loss		(598	)		(508	)		18	%
Net loss		(667	)		(527	)		27	%
Adjusted net loss^(A)		(633	)		(527	)		20	%
Adjusted EBITDA^(A)		(563	)		(486	)		16	%

(A) Non-GAAP measure. See “Non-GAAP Financial Measures” and “Appendix D – Unaudited Reconciliation of GAAP and Non-GAAP results (Adjusted net loss/Adjusted EBITDA)” for details and a reconciliation of adjusted metrics to the nearest GAAP measure.

Recent Developments

	●	Delivery Updates: The Company delivered a total of 8,631 vehicles in the first 10 months of 2024.
	●	New Technology Launched: The Company unveiled its "Hyper Hybrid EV technology" on Guangzhou Auto Show. The 900V Hyper Hybrid EV technology features an Hybrid Electric Drivetrain and dual Hyper Charging technology: Ultra-Fast Plug-In Charging and Ultra-Fast On-The-Drive Charging, both with industry leading charging speed. The Hyper Hybrid technology enables high performance, high efficiency and a flexible longer driving distance of over 1,100 kilometer.
	●	Delivery of Urban NOA (Navigate on Autopilot) Service and OTA: The Company started open beta test for urban NOA in key cities in October, 2024, following the launch of highway OTA services. Certain OTA, including highway assistant driving function, has been launched in Europe.
	●	Reuters Sustainability Awards 2024 : In October, the Company was awarded the Highly Commends honor at the Reuters Sustainability Awards 2024 in the Business Transformation category as the only awardee from the automotive industry.

LOTUS TECH

group-lotus.com

CEO and CFO comments

"We continued to deliver strong operational growth, with total deliveries of 7,617 units in the first nine months of 2024, up by 136% year-on-year, driven by the European market," said Mr. Qingfeng Feng, Chief Executive Officer. "We are excited to see significant progress in our intelligent driving business across the world with revenue of the business from customers other than Lotus surged to $11 million with a year-on-year growth of 450%, contributing about 2% of total revenue. We also launched Hyper Hybrid EV technology, in line with evolving market demands. We remain committed in executing ‘Win26’ Plan to drive efficiency and competitiveness, delivering sustainable value for our shareholders and investors."

"We have made continual improvement and streamlined our operations to drive efficiency, and resource optimization and achieve operating expenses reduction for four consecutive quarters." said Mr. Alexious Lee, Chief Financial Officer. "While gross margin for the first nine months of 2024 was 9%, shrinking 2 percentage points compared to the same period of 2023 due to proactive management of our inventory in response to trade protectionism, inflation impact and macroeconomic uncertainties, high margin intelligent driving business have secured $130 million of total contract value to boost future growth. We are committed to advancing the ‘Win26’ Plan target to continuously improve profitability and create long-term value."

Operating and Financial Results for the Third Quarter of 2024

	●	Total deliveries¹ for the third quarter of 2024 were 2,744 units, a 54% YoY increase.
	●	Total revenues for the third quarter of 2024 were $255 million, a 36% YoY increase.
	●	Gross margin for the third quarter of 2024 was 3%, versus 15% for the same period of 2023.
	●	Operating loss for the third quarter of 2024 was $160 million, narrowed by 2% compared with same period of 2023.
	●	Net loss for the third quarter was $206 million, a 19% YoY increase.
	●	Adjusted EBITDA (non-GAAP) was a loss of $182 million for the third quarter of 2024, a 18% YoY increase.

Deliveries¹ by Model Type

	3Q 2024		3Q 2023		% Change (YoY)
Lifestyle SUV and Sedan		1,594		891		79	%
Sportscars		1,150		891		30	%
Total		2,744		1,782		54	%

Key Financial Results

The table below summarizes key preliminary financial results for the third quarter in 2024.

(in millions of U.S. dollars, unaudited)

	3Q 2024			3Q 2023			%Change (YoY)
Revenues		255			188			36	%
Cost of Revenues		247			160			54	%
Gross profit		8			28			(70	%)
Gross margin (%)		3	%		15	%
Operating loss		(160	)		(163	)		(2	%)
Net loss		(206	)		(174	)		19	%
Adjusted net loss^(A)		(209	)		(174	)		20	%
Adjusted EBITDA^(A)		(182	)		(154	)		18	%

Conference call

Lotus Tech management will host an earnings conference call at 7:00 AM U.S. Eastern Time on Thursday, November 21 2024 (13:00 Central European Time / 20:00 China Standard Time on the same day).

There will be a live audio webcast and replay available following completion of the call on the Company’s investor relations website at https://ir.group-lotus.com/.

LOTUS TECH

group-lotus.com

For participants who wish to join the call, please complete online registration prior to the scheduled call start time using the link provided below. Upon registration, participants will receive a confirmation email with conference call access information, including dial-in numbers and a unique PIN. Participant online registration link: https://register.vevent.com/register/BI46e1ce34cf354ab39173629030b38f03

Note 1: Invoiced deliveries, including commissioned deliveries in US market.

Note 2: The amount includes payable depending on future sales volume and is therefore an estimate in nature and subject to changes.

– END –

About Lotus Technology Inc.

Lotus Technology Inc. has operations across the UK, the EU and China. The Company is dedicated to delivering luxury lifestyle battery electric vehicles, with a focus on world-class R&D in next-generation automobility technologies such as electrification, digitalisation and more. For more information about Lotus Technology Inc., please visit www.group-lotus.com.

Non-GAAP Financial Measures

The Company uses non-GAAP financial measures, including adjusted net loss and adjusted EBITDA in evaluating its operating results and for financial and operational decision-making purposes. Adjusted net loss represents net loss excluding share-based compensation expenses, and such adjustment has no impact on income tax. Lotus Tech defines adjusted EBITDA as net loss excluding interest income, interest expense, income tax expenses, depreciation of property, equipment and software, and share-based compensation expenses. The Company believes that non-GAAP financial measures help identify underlying trends in its business and enhance the overall understanding of the Company’s past performance and future prospects. The Company also believes that non-GAAP financial measures allow for greater visibility with respect to key metrics used by the Company’s management in its financial and operational decision-making.

Non-GAAP financial measures are not presented in accordance with U.S. GAAP and may be different from non-GAAP methods of accounting and reporting used by other companies. Non-GAAP financial measures have limitations as analytical tools and when assessing the Company’s operating performance, investors should not consider them in isolation, or as a substitute for financial information prepared in accordance with U.S. GAAP. The Company encourages investors and others to review its financial information in its entirety and not rely on a single financial measure. The Company mitigates these limitations by reconciling non-GAAP financial measures to the most comparable U.S. GAAP performance measures, all of which should be considered when evaluating the Company’s performance. For more information on non-GAAP financial measures, please see "Appendix C – Unaudited Reconciliation of GAAP and Non-GAAP Results (Adjusted net loss/Adjusted EBITDA)" set forth at the end of this press release.

Forward-Looking Statements

This press release contains statements that may constitute “forward-looking” statements pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential”, “forecast”, “plan”, “seek”, “future”, “propose” or “continue”, or the negatives of these terms or variations of them or similar terminology although not all forward-looking statements contain such terminology. Forward-looking statements involve inherent risks and uncertainties, including those identified under the heading “Risk Factors” in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is as of the date of this press release, and Lotus Tech undertakes no obligation to update any forward-looking statement, except as required under applicable law.

Contact Information

For investor inquiries

[email protected]

LOTUS TECH

group-lotus.com

Appendix A

Lotus Technology Inc.

Unaudited Condensed Consolidated Balance Sheets

(All amounts in thousands)

	As of
	September 30, 2024		December 31, 2023
	US$		US$
ASSETS
Current assets
Cash		191,300		418,941
Restricted cash		465,064		7,873
Accounts receivable – third parties, net		94,503		76,664
Accounts receivable – related parties, net		56,638		22,430
Inventories		320,834		265,190
Prepayments and other current assets – third parties, net		107,905		63,870
Prepayments and other current assets – related parties, net		57,716		28,744

Total current assets		1,293,960		883,712

Non-current assets
Restricted cash		1,542		321
Investment securities – related parties		2,011		3,326
Securities pledged to an investor		318,398		-
Loan receivable from a related party		280,808		-
Property, equipment and software, net		347,751		354,617
Intangible assets		116,520		116,360
Operating lease right-of-use assets		149,079		173,103
Other non-current assets – third parties		74,420		50,533
Other non-current assets – related parties		2,735		2,706

Total non-current assets		1,293,264		700,966

Total assets		2,587,224		1,584,678

LOTUS TECH

group-lotus.com

Lotus Technology Inc.

Unaudited Condensed Consolidated Balance Sheets (Con’d)

(All amounts in thousands)

	As of
	September 30, 2024		December 31, 2023
	US$		US$
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT
Current liabilities
Short-term borrowings – third parties		703,130		226,772
Accounts payable – third parties		56,425		20,123
Accounts payable – related parties		492,599		340,419
Contract liabilities – third parties		48,390		44,184
Operating lease liabilities – third parties		12,423		16,760
Accrued expenses and other current liabilities – third parties		366,762		419,422
Accrued expenses and other current liabilities – related parties		231,067		290,686
Exchangeable notes		-		378,638
Mandatorily redeemable ordinary shares		105,440		-
Convertible notes - related parties		113,701		-
Convertible notes - third parties		-		20,277
Put option liabilities – related parties		18		-

Total current liabilities		2,129,955		1,757,281

Non-current liabilities
Contract liabilities – third parties		7,645		6,245
Operating lease liabilities – third parties		72,295		91,929
Operating lease liabilities – related parties		11,648		12,064
Put option liabilities – third parties		135,864		-
Put option liabilities – related parties		-		11,884
Warrant Liabilities		4,489		-
Exchangeable notes		107,423		75,678
Convertible notes - third parties		78,009		81,635
Deferred income		301,541		270,097
Other non-current liabilities – third parties		114,348		103,403
Other non-current liabilities – related parties		1,580		1,634

Total non-current liabilities		834,842		654,569

Total liabilities		2,964,797		2,411,850

LOTUS TECH

group-lotus.com

Lotus Technology Inc.

Unaudited Condensed Consolidated Balance Sheets (con’d)

(All amounts in thousands)

	As of
	September 30, 2024			December 31, 2023
	US$			US$
MEZZANINE EQUITY
Series Pre-A Redeemable Convertible Preferred Shares		-			184,509
Series A Redeemable Convertible Preferred Shares		-			199,021

Total mezzanine equity		-			383,530

SHAREHOLDERS’ DEFICIT
Ordinary shares		7			21
Additional paid-in capital		1,857,225			358,187
Accumulated other comprehensive income		25,615			25,267
Accumulated deficit		(2,253,891	)		(1,588,773	)

Total shareholders' deficit attributable to ordinary shareholders		(371,044	)		(1,205,298	)
Noncontrolling interests		(6,529	)		(5,404	)
Total shareholders' deficit		(377,573	)		(1,210,702	)

Total liabilities, mezzanine equity and shareholders' deficit		2,587,224			1,584,678

LOTUS TECH

group-lotus.com

Appendix B

Lotus Technology Inc.

Unaudited Condensed Consolidated Statements of Comprehensive loss

(All amounts in thousands, except for share and per share)

	For the Nine Months Ended September 30,
	2024			2023
	US$			US$
Revenues:
Sales of goods		624,249			305,480
Service revenues		28,574			12,461
Total revenues		652,823			317,941
Cost of revenues:
Cost of goods sold		(580,820	)		(275,246	)
Cost of services		(12,888	)		(8,947	)
Total cost of revenues		(593,708	)		(284,193	)
Gross profit		59,115			33,748
Operating expenses:
Research and development expenses		(227,525	)		(234,547	)
Selling and marketing expenses		(259,804	)		(191,231	)
General and administrative expenses		(175,342	)		(118,203	)
Government grants		5,811			2,357
Total operating expenses		(656,860	)		(541,624	)
Operating loss		(597,745	)		(507,876	)
Interest expenses		(20,557	)		(7,367	)
Interest income		15,276			7,258
Investment income (loss), net		10,799			(1,309	)
Share of results of equity method investments		(39	)		(648	)
Foreign currency exchange gains, net		14,963			883
Changes in fair values of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes, excluding impact of instrument-specific credit risk		3,917			(15,395	)
Changes in fair values of warrant liabilities		7,377			-
Changes in fair values of put option liabilities		(99,356	)		(720	)
Loss before income taxes		(665,365	)		(525,174	)
Income tax expense		(1,155	)		(1,350	)
Net loss		(666,520	)		(526,524	)
Less: Net loss attributable to noncontrolling interests		(1,402	)		(7,651	)
Net loss attributable to ordinary shareholders		(665,118	)		(518,873	)
Accretion of Redeemable Convertible Preferred Shares		(2,979	)		(5,063	)
Net loss available to ordinary shareholders		(668,097	)		(523,936	)
Loss per ordinary share¹
—Basic and diluted		(1.05	)		(1.10	)
Weighted average number of ordinary shares outstanding used in computing net loss per ordinary share¹
—Basic and diluted		636,737,124			474,621,603

¹ Shares outstanding for all periods reflect the adjustment for recapitalization upon the consummation of merger transaction in February 2024.

LOTUS TECH

group-lotus.com

Lotus Technology Inc.

Unaudited Condensed Consolidated Statements of Comprehensive loss (cont’d)

(All amounts in thousands, except for share and per share)

	For the Nine Months Ended September 30,
	2024			2023
	US$			US$
Net loss		(666,520	)		(526,524	)

Other comprehensive income:
Fair value changes of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes due to instrument-specific credit risk, net of nil income taxes		230			(585	)
Foreign currency translation adjustment, net of nil income taxes		118			24,077

Total other comprehensive income		348			23,492

Total comprehensive loss		(666,172	)		(503,032	)
Less: Total comprehensive loss attributable to noncontrolling interests		(1,402	)		(7,587	)
Total comprehensive loss attributable to ordinary shareholders		(664,770	)		(495,445	)

LOTUS TECH

group-lotus.com

Appendix C

Lotus Technology Inc.

Unaudited Condensed Consolidated Statements of Comprehensive loss

(All amounts in thousands, except for share and per share)

	Three Months Ended
	September 30, 2024			September 30, 2023
	US$			US$
Revenues:
Sales of goods		241,356			180,626
Service revenues		13,352			7,280
Total revenues		254,708			187,906
Cost of revenues:
Cost of goods sold		(239,938	)		(155,689	)
Cost of services		(6,567	)		(4,596	)
Total cost of revenues		(246,505	)		(160,285	)
Gross profit		8,203			27,621
Operating expenses:
Research and development expenses		(52,671	)		(81,999	)
Selling and marketing expenses		(55,530	)		(72,995	)
General and administrative expenses		(63,364	)		(37,786	)
Government grants		3,323			1,695
Total operating expenses		(168,242	)		(191,085	)
Operating loss		(160,039	)		(163,464	)
Interest expenses		(8,849	)		(3,897	)
Interest income		6,618			1,410
Investment income (loss), net		7,303			(4,079	)
Share of results of equity method investments		(398	)		(22	)
Foreign currency exchange gains, net		19,392			4,502
Changes in fair values of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes, excluding impact of instrument-specific credit risk		(4,884	)		(2,637	)
Changes in fair values of warrant liabilities		1,060			-
Changes in fair values of put option liabilities		(65,671	)		(4,027	)
Loss before income taxes		(205,468	)		(172,214	)
Income tax expense		(800	)		(1,368	)
Net loss		(206,268	)		(173,582	)
Less: Net loss attributable to noncontrolling interests		(469	)		(1,872	)
Net loss attributable to ordinary shareholders		(205,799	)		(171,710	)
Accretion of Redeemable Convertible Preferred Shares		-			(4,805	)
Net loss available to ordinary shareholders		(205,799	)		(176,515	)
Loss per ordinary share¹
—Basic and diluted		(0.30	)		(0.37	)
Weighted average number of ordinary shares outstanding used in computing net loss per ordinary share¹
—Basic and diluted		675,897,690			474,621,603

¹ Shares outstanding for all periods reflect the adjustment for recapitalization upon the consummation of merger transaction in February 2024.

LOTUS TECH

group-lotus.com

Lotus Technology Inc.

Unaudited Condensed Consolidated Statements of Comprehensive loss (con’d)

(All amounts in thousands, except for share and per share)

	Three Months Ended
	September 30, 2024			September 30, 2023
	US$			US$
Net loss		(206,268	)		(173,582	)

Other comprehensive income (loss):
Fair value changes of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes due to instrument-specific credit risk, net of nil income taxes		631			974
Foreign currency translation adjustment, net of nil income taxes		(294	)		(10,486	)

Total other comprehensive income (loss)		337			(9,512	)

Total comprehensive loss		(205,931	)		(183,094	)
Less: Total comprehensive loss attributable to noncontrolling interests		(469	)		(1,998	)
Total comprehensive loss attributable to ordinary shareholders		(205,462	)		(181,096	)

LOTUS TECH

group-lotus.com

Appendix D

Lotus Technology Inc.

Unaudited Reconciliation of GAAP and Non-GAAP results (Adjusted net loss/Adjusted EBITDA)

(All amounts in thousands)

	For Nine Months Ended
	September 30, 2024			September 30, 2023
	US$			US$
Net loss		(666,520	)		(526,524	)
Share-based compensation expenses, net of tax effect of nil¹		33,565			-
Adjusted net loss		(632,955	)		(526,524	)
Net loss		(666,520	)		(526,524	)
Interest expenses		20,557			7,367
Interest income		(15,276	)		(7,258	)
Income tax expense		1,155			1,350
Share-based compensation expenses		33,565			-
Depreciation		63,153			38,650
Adjusted EBITDA		(563,366	)		(486,415	)

	Three Months Ended
	September 30, 2024			September 30, 2023
	US$			US$
Net loss		(206,268	)		(173,582	)
Share-based compensation expenses, net of tax effect of nil¹		(2,329	)		-
Adjusted net loss		(208,597	)		(173,582	)
Net loss		(206,268	)		(173,582	)
Interest expenses		8,849			3,897
Interest income		(6,618	)		(1,410	)
Income tax expense		800			1,368
Share-based compensation expenses		(2,329	)		-
Depreciation		23,867			16,009
Adjusted EBITDA		(181,699	)		(153,718	)

¹ Share-based compensation expenses were non-deductible expenses in accordance with the regulations of the relevant tax jurisdictions. Therefore, there is no tax impact for share-based compensation expenses adjustment for non-GAAP financial measures.

Exhibit 99.2

R: 255 G: 255 B: 255 R: 242 G: 241 B: 240 R: 255 G: 247 B: 102 R: 255 G: 249 B: 153 R: 193 G: 192 B: 191 R: 247 G: 246 B: 246 R: 252 G: 252 B: 252 R: 114 G: 114 B: 114 R: 184 G: 184 B: 184 <PUBLIC>

R: 255 G: 255 B: 255 R: 242 G: 241 B: 240 R: 255 G: 247 B: 102 R: 255 G: 249 B: 153 R: 193 G: 192 B: 191 R: 247 G: 246 B: 246 R: 252 G: 252 B: 252 R: 114 G: 114 B: 114 R: 184 G: 184 B: 184 LOTUS TECH EARNINGS RESULT | NOVEMBER 2024 2