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United States securities and exchange commission logo
November 3, 2023
Qingfeng Feng
Chief Executive Officer
Lotus Technology Inc.
No. 800 Century Avenue
Pudong District, Shanghai
People's Republic of China
Re: Lotus Technology
Inc.
Registration
Statement on Form F-4
Filed October 16,
2023
File No. 333-275001
Dear Qingfeng Feng:
We have reviewed your
registration statement and have the following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 filed October 16, 2023
What is the effective underwriting fee that will be received by the
underwriter for the IPO?, page
24
1. We note the disclosure
that CS has waived the deferred underwriting commissions that
would otherwise be due
to it upon the closing of the business combination. Please revise
your pro forma
financial information and relevant disclosure referring to the payment of
deferred underwriting
commissions.
Compensation of Directors and Executive Officers, page 340
2. Please update the
compensation disclosure for the most recently completed fiscal year.
Qingfeng Feng
FirstName LastNameQingfeng Feng
Lotus Technology Inc.
Comapany 3,
November NameLotus
2023 Technology Inc.
November
Page 2 3, 2023 Page 2
FirstName LastName
Jurisdiction and Arbitration, page 363
3. We note section 7.6 of the deposit agreement filed as Exhibit 4.2 and
the new disclosure
on page 364 that the deposit agreement includes an exclusive
jurisdiction provision and
the right of the depositary to refer any claims brought for
arbitration. Please disclose on
page 364 and in the Risk Factors section how the exclusive
jurisdiction provision and the
arbitration provision impacts ADS holders and address any question as
to the
enforceability of the arbitration provision. In addition, disclose in
your registration
statement and the depositary agreement that despite agreeing to the
arbitration provision,
investors will not be deemed to have waived the company s or the
depositary s
compliance with the federal securities laws and the rules and
regulations thereunder.
Finally, please disclose in your deposit agreement that the
arbitration provisions do not
apply to the federal securities laws.
Jury Trial Waiver, page 364
4. We note section 25 of the deposit agreement filed as Exhibit 4.2 and
the new disclosure on
page 364 that the deposit agreement includes a jury trial waiver which
applies to claims
under the federal securities laws. Please disclose in this section and
in the Risk Factors
section how the waiver impacts ADS holders and address any questions
as to the
enforceability of this provision. In addition, disclose in your
registration statement and the
depositary agreement that despite agreeing to this provision,
investors will not be deemed
to have waived the company s or the depositary s compliance with
the federal securities
laws and the rules and regulations thereunder.
Item 21. Exhibits and Financial Statement Schedules, page II-2
5. You indicate that you have redacted information from Exhibit 10.6
pursuant to Item
601(b)(10)(iv) of Regulation S-K, but it is not clear which
information has been redacted.
Please revise the exhibit to clearly show the redactions or correct
the designation in the
footnotes.
6. Please have counsel provide a final, executed version of Exhibit 5.2
in a pre-effective
amendment to the proxy statement/prospectus.
General
7. Please provide us with any correspondence between CS and the target
relating to
CS's resignation.
8. Please provide us with the engagement letter between the target and
CS. Please disclose
any ongoing obligations of the Company pursuant to the engagement
letter that will
survive the termination of the engagement, such as indemnification
provisions, rights of
first refusal, and lockups, and discuss the impacts of those
obligations on the company in
the registration statement.
Qingfeng Feng
Lotus Technology Inc.
November 3, 2023
Page 3
9. Disclose whether CS provided you with any reasons for the fee waiver. If
there was no
dialogue and you did not seek out the reasons why CS was waiving
deferred fees, despite
already completing their services, please indicate so in your
registration statement.
Further, revise the risk factor disclosure to explicitly clarify that CS
has performed all
their obligations to obtain the fee and therefore is gratuitously
waiving the right to be
compensated.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Kevin Stertzel at 202-551-3723 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any
other
questions.
Sincerely,
FirstName LastNameQingfeng Feng
Division of
Corporation Finance
Comapany NameLotus Technology Inc.
Office of
Manufacturing
November 3, 2023 Page 3
cc: Shu Du, Esq.
FirstName LastName