Exhibit 23.1

 

Independent Registered Public Accounting Firm’s Consent

 

We consent to the inclusion in this Registration Statement of Lotus Technology Inc. on Amendment No. 3 to Form F-4 [File No. 333-275001] of our report dated March 31, 2023, which includes an explanatory paragraph as to the L Catterton Asia Acquisition Corp.’s ability to continue as a going concern, with respect to our audits of the financial statements of L Catterton Asia Acquisition Corp. as of December 31, 2022 and 2021 and for the year ended December 31, 2022 and for the period from January 5, 2021 (inception) through December 31, 2021, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.

 

/s/ Marcum llp

 

Marcum llp

Houston, Texas

January 11, 2024

 

 

 

Exhibit 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the use of our report dated July 12, 2023, with respect to the consolidated and combined financial statements of Lotus Technology Inc., included herein and to the reference to our firm under the heading “Experts” in the prospectus.

 

/s/ KPMG Huazhen LLP

 

Hangzhou, China 

January 11, 2024

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form F-4

(Form Type)

 

Lotus Technology Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title		Fee Calculation Rule				Amount Registered (1)(2)				Proposed Maximum Offering Price Per Unit				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee(3)
Fees to Be Paid		Equity		Ordinary Shares(4)			457(c)				28,946,340			$	10.81	(5)		$	312,909,935.40				0.0001476		$	46,185.51
		Equity		Warrants(6)			457(g)				15,037,075				-	(7)			-				-			-
		Equity		Ordinary Shares issuable upon exercise of Warrants(8)			457(f)(1)				15,037,075			$	12.1942	(7)		$	183,365,099.97				0.0001476		$	27,064.69
			Total Offering Amounts															$	496,275,035.37						$	73,250.20
			Total Fees Previously Paid																						$	72,885.22
			Net Fee Due																							$364.98

 

	(1)	All securities being registered will be issued by Lotus Technology Inc. (“LTC”), a Cayman Islands exempted company, in connection with the Agreement and Plan of Merger described in this registration statement and the proxy statement/prospectus included herein, which provides for, among other things, the merger of Lotus Temp Limited (“Merger Sub 1”), a wholly-owned subsidiary of LTC, with and into L Catterton Asia Acquisition Corp (“LCAA”), a Cayman Islands exempted company (such merger, the “First Merger”), with LCAA surviving the First Merger as a wholly-owned subsidiary of LTC (such company, as the surviving entity of the First Merger, “Surviving Entity 1”). Immediately following the First Merger and as part of the same overall transaction as the First Merger, Surviving Entity 1 will merge with and into Lotus EV Limited (“Merger Sub 2”), a wholly-owned subsidiary of LTC (such merger, the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of LTC (such transactions, collectively, the “Business Combination”). As a result of the Business Combination, (i) each issued and outstanding Class B ordinary share of LCAA, par value $0.0001 per share, will be converted into one Class A ordinary share of LCAA, par value $0.0001 per share (each an “LCAA Class A Ordinary Share”); (ii) each issued and outstanding LCAA Class A Ordinary Share (other than any LCAA shares owned by LCAA as treasury shares or owned by any direct or indirect subsidiary of LCAA, Redeeming LCAA Shares and Dissenting LCAA Shares (as defined in the accompanying proxy statement/prospectus)) shall automatically be cancelled and cease to exist in exchange for the right to receive one newly issued, fully paid and non-assessable ordinary share of LTC, par value of US$0.00001 per share (each an “LTC Ordinary Share”); and (iii) each outstanding whole warrant of LCAA (“LCAA Warrant”) shall cease to be a warrant with respect to LCAA Class A Ordinary Shares and be assumed by LTC and converted into a warrant to purchase one LTC Ordinary Share (each, an “LTC Warrant”).
	(2)	Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
	(3)	Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $147.60 per $1,000,000 of the proposed maximum aggregate offering price.
	(4)	Represents LTC Ordinary Shares issuable in exchange for outstanding LCAA Class A Ordinary Shares pursuant to the First Merger (assuming no public shareholder of LCAA exercises redemption right with respect to their LCAA Class A Ordinary Shares for a pro rata share of the funds in LCAA’s trust account).
	(5)	Based on the average of the high ($10.82) and low ($10.8) prices of LCAA Class A Ordinary Shares on the Nasdaq Stock Market (“Nasdaq”) on January 9, 2024.
	(6)	Represents LTC Warrants, each whole warrant entitling the holder to purchase one LTC Ordinary Share, to be issued in exchange for LCAA Warrants.
	(7)	Based on the sum of (i) the average of the high ($0.7001) and low ($0.6883) prices for LCAA Warrant on Nasdaq on January 9, 2024, and (ii) the exercise price of LCAA Warrant ($11.50). Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the entire registration fee with respect to LCAA Warrants has been allocated to the LTC Ordinary Shares underlying LCAA Warrants and no separate fee is recorded for LCAA Warrants.
	(8)	Represents LTC Ordinary Shares underlying LTC Warrants.