SEC Form 424B3 filed by Lotus Technology Inc.
Registration No. 333-282217
Representing 44,450,000 Ordinary Shares
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Assumed Average Purchase Price Per ADS
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Number of
Registered ADSs to be VWAP Purchase Issued if Full Purchase(1) |
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Percentage of
Outstanding Shares After Giving Effect to the Issuance to Westwood(2) |
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Gross Proceeds
from the Sale of VWAP Purchase ADSs to Westwood Under the Purchase Agreement |
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US$2.16(3) | | | | | 43,750,000 | | | | | | 6.1% | | | | | US$ | 93,187,500 | | |
US$4.00
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| | | | 43,750,000 | | | | | | 6.1% | | | | | US$ | 175,000,000 | | |
US$5.00
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| | | | 43,750,000 | | | | | | 6.1% | | | | | US$ | 218,750,000 | | |
US$6.00
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| | | | 43,750,000 | | | | | | 6.1% | | | | | US$ | 262,500,000 | | |
US$8.00
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| | | | 43,750,000 | | | | | | 6.1% | | | | | US$ | 350,000,000 | | |
US$10.00
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| | | | 35,000,000 | | | | | | 6.1% | | | | | US$ | 350,000,000 | | |
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As of
December 31, 2024 |
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(US$ in thousands)
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Cash
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| | | | 103,072 | | |
Restricted cash
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| | | | 381,865 | | |
Total shareholders’ deficit
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| | | | (860,226) | | |
Debt | | | | | | | |
Short-term borrowings – third parties
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| | | | 602,949 | | |
Short-term borrowings – related parties
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| | | | 199,570 | | |
Share buyback forward liabilities
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| | | | 117,059 | | |
Convertible notes – current
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| | | | 113,910 | | |
Put option liabilities – current
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| | | | 309,115 | | |
Warrant liabilities – non current
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| | | | 3,340 | | |
Convertible notes – non current
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| | | | 74,246 | | |
Exchangeable notes – non current
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| | | | 102,999 | | |
Total capitalization*
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| | | | 662,962 | | |
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Number of Shares
Owned Prior to Offering |
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Maximum Number
of Shares to be Offered Pursuant to this Prospectus |
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Number of Shares
Owned After Offering |
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Name of Selling Securityholder
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Number(1)
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Percent(2)
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Number(3)
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Percent(2)
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Westwood Capital Group LLC(4)
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| | | | 700,000 | | | | | | * | | | | | | 44,450,000 | | | | | | — | | | | | | — | | |
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Service
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Fees
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To any person to which ADSs are issued or to any person to which a distribution is made in respect of ADS distributions pursuant to stock dividends or other free distributions of stock, bonus distributions, stock splits or other distributions (except where converted to cash)
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| | Up to US$0.05 per ADS issued | |
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•
Cancellation of ADSs, including in the case of termination of the deposit agreement
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| | Up to US$0.05 per ADS cancelled | |
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Distribution of cash dividends
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| | Up to US$0.05 per ADS held | |
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Distribution of cash entitlements (other than cash dividends) and/or cash proceeds from the sale of rights, securities and other entitlements
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| | Up to US$0.05 per ADS held | |
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Distribution of ADSs pursuant to exercise of rights.
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| | Up to US$0.05 per ADS held | |
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•
Distribution of securities other than ADSs or rights to purchase additional ADSs
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| | Up to US$0.05 per ADS held | |
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Depositary services
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| | Up to US$0.05 per ADS held on the applicable record date(s) established by the depositary bank | |
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If we:
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Then:
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| Change the nominal or par value of our ordinary shares | | | The cash, shares or other securities received by the depositary will become deposited securities. | |
| Reclassify, split up or consolidate any of the deposited securities | | | Each ADS will automatically represent its equal share of the new deposited securities. | |
| Distribute securities on the ordinary shares that are not distributed to you, or recapitalize, reorganize, merge, liquidate, sell all or substantially all of our assets, or take any similar action | | | The depositary may distribute some or all of the cash, shares or other securities it received. It may also deliver new ADSs or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities. | |
No. 800 Century Avenue Pudong
District, Shanghai People’s
Republic of China
+86 21 5466-6258
No. 800 Century Avenue Pudong
District, Shanghai People’s
Republic of China
+86 21 5466-6258
[email protected]