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DESCRIPTION OF BUSINESS AND ORGANIZATION - Summarized Income and Cash Flow Statement (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
VIEs
Net loss attributable to ordinary shareholders		$ (742,001)	$ (723,921)	$ (110,531)
Net cash used in operating activities		(386,932)	(351,419)	(126,505)
Net cash (used in) provided by investing activities		(197,985)	(149,414)	244,476
Net cash provided by financing activities		284,708	758,131	364,853
Cash and restricted cash at beginning of the year	$ 739,533	739,533	531,452	45,685
Cash and restricted cash at end of the year		427,135	739,533	531,452
VIEs
VIEs
Net loss attributable to ordinary shareholders	(74,137)		(52,431)	(8,737)
Net cash used in operating activities	(8,281)		(8,869)	(7,993)
Net cash (used in) provided by investing activities	(38,400)		(5,630)
Net cash provided by financing activities	(107,317)		137,876	55,951
Effect of exchange rate changes on cash	(2,573)		(15,900)	1,136
Net increase in cash	(156,571)		107,477	49,094
Cash and restricted cash at beginning of the year	156,571	$ 156,571	49,094
Cash and restricted cash at end of the year			156,571	49,094
VIEs \| Consolidation, eliminations
VIEs
Other expenses	56,752		0	0
Net cash used in operating activities	88,423		3,348	0
Net cash provided by operating activities	86,697		34	0
Net cash used in financing activities	158,509		10,611	11,055
Net cash provided by financing activities	$ 32,715		$ 0	$ 0

SUBSEQUENT EVENTS (Details) $ / shares in Units, £ in Thousands, $ in Thousands			3 Months Ended	12 Months Ended
	Mar. 11, 2024 USD ($)	Nov. 29, 2021	Mar. 31, 2024 $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Apr. 30, 2024 USD ($)	Mar. 11, 2024 GBP (£)
SUBSEQUENT EVENTS
Number of options granted during the period \| shares				775,561	10,378,710
Granted \| $ / shares				$ 2.89	$ 2.89
Operating lease right-of-use assets				$ 173,103	$ 158,724
Property, equipment and software, net				$ 354,617	$ 253,471
Loan term		1 year
PIPE Subscription Agreements
SUBSEQUENT EVENTS
Share Price \| $ / shares				$ 10.00
Subsequent events
SUBSEQUENT EVENTS
Termination of pledge, property, equipment and software						$ 37,287
Subsequent events \| Use Rights
SUBSEQUENT EVENTS
Termination of pledge, operating lease right of use asset						$ 32,653
Subsequent events \| 2022 Share Incentive Plan \| Employee
SUBSEQUENT EVENTS
Number of options granted during the period \| shares			5,972,760
Granted \| $ / shares			$ 2.89
Subsequent events \| Related party
SUBSEQUENT EVENTS
Principal amount of debt	$ 354,000						£ 275,000
Loan term	5 years
Debt Instrument, Interest Rate, Stated Percentage	6.95%						6.95%

RELATED PARTY TRANSACTIONS - Accrued expenses and other current liabilities (Details) ¥ in Thousands, £ in Thousands, $ in Thousands			12 Months Ended
	Jan. 31, 2023 USD ($)	Jan. 31, 2023 GBP (£)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Apr. 30, 2022 USD ($)
RELATED PARTY TRANSACTIONS
Amount recorded as inventories			$ 265,190		$ 22,703
Amounts due to related parties			25,193		12,523
Short-term lease cost			4,288		2,595		$ 847
Related party
RELATED PARTY TRANSACTIONS
Cash consideration	$ 22,296	£ 18,055
Accrued expenses and other current liabilities			289,845		183,216
Related party \| Accrued expenses and other current liabilities
RELATED PARTY TRANSACTIONS
Amounts due to related parties			1,605		2,952
Distribution agreement amount payable			23,047
Related party \| Purchase of products and services
RELATED PARTY TRANSACTIONS
Purchases			852,623		44,347		14,259
Cost of goods sold			549,893		839		331
Amount recorded as inventories			248,331
Related party \| Purchase of products and services \| Accrued expenses and other current liabilities
RELATED PARTY TRANSACTIONS
Related parties for purchase			27,660		8,684
Related party \| Purchase of products and services \| Accounts Payable
RELATED PARTY TRANSACTIONS
Related parties for purchase			340,419		5,770
Related party \| Purchase of products and services \| Prepayments and other current assets
RELATED PARTY TRANSACTIONS
Amount recorded as inventories					21,880
Related party \| Purchase of products and services for R&D activities
RELATED PARTY TRANSACTIONS
Purchases			134,721		167,012		47,442
Related party \| Purchase of products and services for R&D activities \| Accrued expenses and other current liabilities
RELATED PARTY TRANSACTIONS
Amounts due to related parties			217,256		162,942
Related party \| Purchase of equipment and software
RELATED PARTY TRANSACTIONS
Purchases			11,223		42,798		6,255
Related party \| Purchase of equipment and software \| Accrued expenses and other current liabilities
RELATED PARTY TRANSACTIONS
Amounts due to related parties			19,786		8,366
Related party \| Purchase of R&D equipment and software
RELATED PARTY TRANSACTIONS
Purchases					11,223
Related party \| Purchase of R&D equipment and software \| Accrued expenses and other current liabilities
RELATED PARTY TRANSACTIONS
Purchases			42,798		6,255
Related party \| Purchase of show cars for exhibition
RELATED PARTY TRANSACTIONS
Deposits received from related party				¥ 251		¥ 1,584	0
Deposits included in other non-current liabilities - related parties								¥ 1,634		$ 1,584
Related party \| Purchase of show cars for exhibition \| Accrued expenses and other current liabilities
RELATED PARTY TRANSACTIONS
Amounts due to related parties					0				¥ 168
Related party \| Staff salary, social welfare and other travel expenses
RELATED PARTY TRANSACTIONS
Payments of expense by related party on behalf of group			14,514		2,952
Related party \| Staff salary, social welfare and other travel expenses \| Accrued expenses and other current liabilities
RELATED PARTY TRANSACTIONS
Amounts due to related parties			14,514		2,952
Related party \| Short-term lease
RELATED PARTY TRANSACTIONS
Short-term lease cost			765		347		$ 243
Related party \| Short-term lease \| Accrued expenses and other current liabilities
RELATED PARTY TRANSACTIONS
Amounts due to related parties			323		272
Related party \| Short-term lease \| Prepayments and other current assets
RELATED PARTY TRANSACTIONS
Short-term lease cost			$ 82		$ 0

SHAREHOLDERS' DEFICIT - Preferred Stock Shares (Details) - CIK 0001841024 L Catterton Asia Acquisition Corp - shares	Dec. 31, 2023	Dec. 31, 2022
Preferred shares, shares authorized	2,000,000	2,000,000
Preferred shares, shares issued	0	0
Preferred shares, shares outstanding	0	0

MANDATORILY REDEEMABLE NONCONTROLLING INTEREST - Key assumptions used in determination of fair value (Details)	Dec. 31, 2023 USD ($)	Dec. 31, 2022
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Measurement input		0.1900
Bond yields \| Maximum
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Measurement input	0.0737
Bond yields \| Minimum
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Measurement input	0.0674
Expected terms \| Maximum
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Measurement input	1.86
Expected terms \| Minimum
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Measurement input	0.33

ACCOUNT RECEIVABLES - THIRD PARTIES, NET - Movement (Details) - Nonrelated Party $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
Movement of the allowance for credit losses
Balance as of December 31, 2022	$ 0
Provisions	374
Foreign currency translation adjustment	8
Balance as of December 31, 2023	383
Adjustment \| ASC 326
Movement of the allowance for credit losses
Balance as of December 31, 2022	1
Adjusted balance
Movement of the allowance for credit losses
Balance as of December 31, 2022	$ 1

REDEEMABLE CONVERTIBLE PREFERRED SHARES - Additional information (Details) ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 CNY (¥)	Sep. 30, 2021
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Initial conversion ratio	1				1
Liquidation preference amount per share as a percentage of issuance price (in percent)	100.00%				100.00%
Liquidation preference amount per share, Simple interest rate (in percent)	8.00%				8.00%
Total consideration for additional shares issuable upon failure to achieve SOP milestones \| ¥		¥ 1
Fair value changes recycled to the consolidated and combined statements of comprehensive loss	$ 8,650		$ 893	$ (119)
WFOE Exchangeable Notes
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Interest rate	3.00%				3.00%	3.00%
Carrying amount of notes derecognized upon exchange	$ 60,419
Fair value changes recycled to the consolidated and combined statements of comprehensive loss	$ 64
Series Pre-A Preferred Shares \| WFOE Exchangeable Notes
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Period of delay in achieving SOP Milestones, considered for issuance of additional number of preferred shares	6 months	6 months
Series Pre-A Preferred Shares \| Pre-A Investor A
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Percentage of the then issued and outstanding shares of the Company immediately prior to issuance, considered for determination of nominal price of additional shares issuable (in percent)	0.50%				0.50%
Maximum percentage of shares then held by the investor, considered for issuance of additional shares	2.00%				2.00%
Series Pre-A Preferred Shares \| Pre-A Investor A \| WFOE Exchangeable Notes
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Initial investment amount of the investor considered for interest accrual from a specified date \| ¥					¥ 150,000
Series A Preferred Shares Preferred Shares
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Value of shares recognized upon exchange	$ 60,419

INVENTORIES (Details) - USD ($) $ in Thousands	12 Months Ended
INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INVENTORIES
Products available for sale	$ 246,419	$ 13,714
Goods in transit	18,771	8,989
Total	265,190	22,703
Inventory write-downs	$ 1,668	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Derivative financial instruments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Derivative asset	$ 67	$ 0
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid Expense and Other Assets, Current
Fair value loss		$ 2,653
Derivative, Loss, Statement of Income or Comprehensive Income [Extensible Enumeration]		Investment Income, Net
Fair value gain	$ 67		$ 2,229
Derivative, Gain, Statement of Income or Comprehensive Income [Extensible Enumeration]	Investment Income, Net		Investment Income, Net

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES.

Schedule of future minimum purchase commitment

As of December 31, 2023, the Group has future minimum purchase commitment related to the purchase of vehicles, research and development services and other operating expenses. Total purchase obligations contracted but not yet reflected in the consolidated and combined financial statements as of December 31, 2023 were as follows:


	Less than	More than
	one year	one year	Total
	US$	US$	US$
Purchase commitment	179,490	2,511	182,001

Schedule of capital expenditure commitment

Total capital expenditures contracted but not yet reflected in the consolidated and combined financial statements as of December 31, 2023 were as follows:


	Less than	More than
	one year	one year	Total
	US$	US$	US$
Capital expenditure commitment(i)	59,304	264	59,568

(i)	Represents the capital commitment on the construction of the Group’s corporate buildings, leasehold improvements,molds and tooling.

RECURRING FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2023

RECURRING FAIR VALUE MEASUREMENTS

26.

FAIR VALUE MEASUREMENT

Assets and liabilities measured at fair value on a recurring basis include derivative assets, investment securities, exchangeable notes, convertible notes, mandatorily redeemable noncontrolling interest and put option liabilities.

The following tables set the major financial instruments measured at fair value, by level within the fair value hierarchy as of December 31, 2023 and 2022.


		Fair Value Measurement at Reporting Date Using
		Quoted Prices	Significant
		in Active	Other	Significant
	Fair Value as of	Markets for	Observable	Unobservable
	December 31,	Identical Assets	Inputs	Inputs
	2023	(Level 1)	(Level 2)	(Level 3)
	US$	US$	US$	US$
Assets
Investment securities	3,326	3,326	—	—
Derivative asset	67	—	67	—
Liabilities
Put option liabilities	11,884	—	—	11,884
Convertible notes	101,912	—	—	101,912
Exchangeable notes	454,316	—	—	454,316


		Fair Value Measurement at Reporting Date Using
		Quoted Prices	Significant
		in Active	Other	Significant
	Fair Value as of	Markets for	Observable	Unobservable
	December 31,	Identical Assets	Inputs	Inputs
	2022	(Level 1)	(Level 2)	(Level 3)
	US$	US$	US$	US$
Assets
Investment securities	8,411	8,411	—	—
Liabilities
Convertible notes	76,770	—	—	76,770
Exchangeable notes	427,112	—	—	427,112
Mandatorily redeemable noncontrolling interest	11,381	—	—	11,381

Valuation Techniques

Derivative asset: Derivative asset represents forward currency contracts. The fair value is estimated by discounting the difference between the contractual forward price and the current available forward price for the residual maturity of the contract using observable market rates.

Investment securities: On May 13, 2022, the Group purchased a one-year convertible note (the “Note”) with the principal of US$10,000 issued by ECARX Holdings Inc. (“Ecarx”), which is a related party controlled by the Controlling Shareholder of the Company and listed in NASDAQ on December 21, 2022. Upon the listing of Ecarx, the Note was automatically converted to the Class A ordinary shares of Ecarx (the “listed equity securities”) at conversion price of US$9.5 per share. The Group classifies the listed equity securities as investments with readily determinable fair values and reported at fair value. As such the Group derecognized the carrying amount of the Note of US$11,316 and recognized the listed equity securities of US$11,316 at fair value on December 21, 2022. The Group values the listed equity securities using quoted prices for the underlying securities in active markets and accordingly, the Group classifies the valuation techniques that use these inputs as Level 1. As of December 31, 2023 and 2022, the Group’s equity securities were US$3,326 and US$8,411, respectively. The Group recorded the fair value loss of US$5,085 and US$2,905 and nil in “Investment (loss) income, net” in the consolidated and combined statements of comprehensive loss for the year ended December 31, 2023, 2022 and 2021, respectively.

Put option liabilities, exchangeable notes, convertible notes and mandatorily redeemable noncontrolling interest,: As the Group’s put option liabilities, exchangeable notes, convertible notes and mandatorily redeemable noncontrolling interest are not traded in an active market with readily observable quoted prices, the Group uses significant unobservable inputs (Level 3) to measure the fair value of the put option liabilities, exchangeable notes, convertible notes and mandatorily redeemable noncontrolling interest at inception and at each subsequent balance sheet date. See notes 12, 14, 15 and 18 for information about the significant unobservable inputs used in the respective fair value measurements.

The other financial assets and liabilities of the Group primarily consist of cash, restricted cash, accounts receivable, loan receivables and other receivables included in prepayments and other current assets and other non-current assets, short-term borrowings, accounts payable, other payables included in accrued expenses and other current liabilities and other non-current liabilities and operating lease liabilities. As of December 31, 2023 and 2022, the fair values of financial assets and liabilities included in non-current assets, operating leases liabilities and other non-current liabilities approximated to their carrying values, which were due to that the underlying interest rates approximated to the market rates for similar instruments with similar maturities. As of December 31, 2023 and 2022, the carrying amounts of other financial instruments approximated to their fair values due to short term maturity of these instruments.

The Group’s non-financial assets, such as property, equipment and software and intangible assets, would be measured at fair value only if they were determined to be impaired.

CIK 0001841024 L Catterton Asia Acquisition Corp

RECURRING FAIR VALUE MEASUREMENTS

NOTE 8. RECURRING FAIR VALUE MEASUREMENTS

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1 —

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level 2 —

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3 —

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	234,734,447	$	234,734,447	$	—	$	—
Liabilities:
Public Warrants Liability	$	2,129,715	$	2,129,715	$	—	$	—
Private Placement Warrants Liability		3,676,145		—		—		3,676,145
	$	5,805,860	$	2,129,715	$	—	$	3,676,145


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	290,664,460	$	290,664,460	$	—	$	—
Liabilities:
Public Warrants Liability	$	382,012		382,012		—	$	—
Private Placement Warrants Liability		219,471		—		—		219,471
	$	601,483	$	382,012	$	—	$	219,471

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Balance Sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the Statements of Operations.

The Company established the initial fair value of the Public Warrants and Private Warrants on March 15, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation model. As of December 31, 2023 and 2022, the fair value for the Private Warrants was estimated using a Monte Carlo simulation model, and the fair value of the Public Warrants by reference to the quoted market price. The Public and Private Warrants were classified as Level 3 at the initial measurement date, and the Private Warrants were classified as Level 3 as of December 31, 2023 and 2022 due to the use of unobservable inputs. In the period ending September 30, 2021, the Public Warrants were reclassified from a Level 3 to a Level 1 classification due to use of the observed trading price of the separated Public Warrants. Transfers between levels are recorded at the end of each reporting period. There were no transfers between levels during the period ended December 31, 2023 and 2022.The following table provides quantitative information regarding Level 3 fair value measurements as of December 31, 2023 and 2022:


	December 31,			December 31,
Inputs	2022			2023
Risk-free interest rate		3.91	%		3.77	%
Dividend rate		0.0	%		0.0	%
Expected term (years)		5.21			5.21
Expected volatility		3.6	%		2.3	%
Share price – asset price	$	10.10		$	10.78
Exercise price	$	11.50		$	11.50

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Mandatorily redeemable noncontrolling interest		$ 11,381
Redeemable Convertible Preferred stock, shares outstanding	68,228,526	68,228,526
Common shares, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common shares, shares authorized	5,000,000,000	5,000,000,000
Common shares, shares issued	474,621,603	474,621,603
Common shares, shares outstanding	474,621,603	474,621,603
VIEs
Mandatorily redeemable noncontrolling interest	$ 0	$ 11,381
Operating lease liabilities, non-current		1,662
Related party
Accrued expenses and other current liabilities	290,686	183,237
Operating lease liabilities, non-current	12,064	170
Related party \| VIEs
Accrued expenses and other current liabilities	0	801
Operating lease liabilities, non-current	0	0
Nonrelated Party
Allowances for doubtful accounts	383	0
Operating lease liabilities, current	16,760	15,815
Accrued expenses and other current liabilities	419,422	323,299
Operating lease liabilities, non-current	91,929	98,963
Nonrelated Party \| VIEs
Operating lease liabilities, current	0	716
Accrued expenses and other current liabilities	0	35,254
Operating lease liabilities, non-current	$ 0	$ 1,662
Series Pre-A Preferred Shares Preferred Shares
Redeemable Convertible Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Redeemable Convertible Preferred stock, shares authorized	40,885,006	40,885,006
Redeemable Convertible Preferred stock, shares issued	40,885,006	40,885,006
Redeemable Convertible Preferred stock, shares outstanding	40,885,006	40,885,006
Redeemable Convertible Preferred stock, redemption value	$ 184,509	$ 174,429
Redeemable Convertible Preferred stock, liquidation preference value	$ 184,509	$ 174,429
Series A Preferred Shares Preferred Shares
Redeemable Convertible Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Redeemable Convertible Preferred stock, shares authorized	27,343,520	27,343,520
Redeemable Convertible Preferred stock, shares issued	27,343,520	27,343,520
Redeemable Convertible Preferred stock, shares outstanding	27,343,520	27,343,520
Redeemable Convertible Preferred stock, redemption value	$ 199,021	$ 187,441
Redeemable Convertible Preferred stock, liquidation preference value	$ 200,971	$ 189,424

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES.

COMMITMENTS AND CONTINGENCIES

28.

COMMITMENTS AND CONTINGENCIES

Purchase commitment


	Less than	More than
	one year	one year	Total
	US$	US$	US$
Purchase commitment	179,490	2,511	182,001

Capital commitment

Total capital expenditures contracted but not yet reflected in the consolidated and combined financial statements as of December 31, 2023 were as follows:


	Less than	More than
	one year	one year	Total
	US$	US$	US$
Capital expenditure commitment(i)	59,304	264	59,568

(i)	Represents the capital commitment on the construction of the Group’s corporate buildings, leasehold improvements,molds and tooling.

DEFERRED INCOME (Details) - USD ($) $ in Thousands	12 Months Ended
DEFERRED INCOME (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2018
DEFERRED INCOME
Balance at the beginning of the year	$ 258,450	$ 340,296	$ 541,592
Government grants received during the year	16,345		279,052
Recognized as income during the year		(54,954)	(490,461)
Foreign currency translation adjustment	(4,698)	(26,892)	10,113
Balance at the end of the year	270,097	258,450	340,296
Government grants	4,077	55,824	490,694
Asset-related subsidy
DEFERRED INCOME
Balance at the beginning of the year	258,450	282,322
Government grants received during the year	16,345		279,052
Recognized as income during the year	0
Foreign currency translation adjustment	(4,698)	(23,872)	3,270
Balance at the end of the year	270,097	258,450	282,322
Asset-related subsidy \| corporate buildings and plant under construction
DEFERRED INCOME
Government grants received during the year	16,345	0	279,052
R&D-related subsidy
DEFERRED INCOME
Balance at the beginning of the year		57,974	541,592
Recognized as income during the year		(54,954)	(490,461)
Foreign currency translation adjustment		(3,020)	6,843
Balance at the end of the year			57,974
Proceeds from subsidy related to R&D expenditures				$ 755,581
Government grants	0	54,954	490,461
Government grants
DEFERRED INCOME
Government grants	$ 4,077	$ 870	$ 233

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

29.

RELATED PARTY TRANSACTIONS

(a)Related parties


Names of the major related parties		Nature of relationship
Geely Holding		Entity controlled by the controlling shareholder of the Company
Ningbo Geely R&D		Entity controlled by the controlling shareholder of the Company
Zhejiang Liankong Technologies Co., Ltd. (“Zhejiang Liankong”)		Entity controlled by the controlling shareholder of the Company
LGIL		Entity controlled by the controlling shareholder of the Company
Founders Onshore Vehicle		Entity controlled by the controlling shareholder of the Company
Geely HK		Entity controlled by the controlling shareholder of the Company
Wuhan Geely Auto Parts Co., Ltd. (“Wuhan Geely Auto Parts”)		Entity controlled by the controlling shareholder of the Company
Zhejiang Geely Automobile Co., Ltd. Wuhan Branch (“Geely Auto Wuhan Branch”)		Entity controlled by the controlling shareholder of the Company
Ecarx		Entity controlled by the controlling shareholder of the Company
ECARX (Hubei) Technology Co., Ltd. (“Hubei Ecarx”)		Entity controlled by the controlling shareholder of the Company
Hubei ECARX Technology Co., Ltd.		Entity controlled by the controlling shareholder of the Company
LCL		Entity controlled by the controlling shareholder of the Company
Beijing Lotus Cars Sales Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Geely UK Limited		Entity controlled by the controlling shareholder of the Company
Volvo Car Corporation		Entity controlled by the controlling shareholder of the Company
Zhejiang Jirun Automobile Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Zhejiang Geely Automobile Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Hangzhou Xuanyu Human Resources Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Zhejiang Geely Business Service Co., Ltd.		Entity controlled by the controlling shareholder of the Company
China Euro Vehicle Technology AB		Entity controlled by the controlling shareholder of the Company
Radar New Energy Automobile (Zhejiang) Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Geely Automobile Group Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Lynk & Co Sales Netherlands BV		Entity controlled by the controlling shareholder of the Company
Geely Automobile Research Institute (Ningbo) Co., Ltd.		Entity controlled by the controlling shareholder of the Company
JChin (Shanghai) Mechanical and Electrical Equipment Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Polestar Automotive China Distribution Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Hangzhou Fenghua Souvenir Co.,Ltd.		Entity controlled by the controlling shareholder of the Company
Zhejiang Jisu procurement management Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Zhejiang Huanfu Technology Co.,Ltd.		Entity controlled by the controlling shareholder of the Company
Chengdu Jinluda Automobile Sales Service Co., Ltd.		Entity which is under significant influence of the Company
Hangzhou Luhongyuan Automobile Sales Service Co., Ltd.		Entity which is under significant influence of the Company
Hubei Changjiang Chegu Industry Investment Fund Partnership		Entity which is under significant influence of the Company
Wuxi Stardrive Technology Co., Ltd.		Entity which is under significant influence of the Company
Zhejiang Xitumeng Digital Technology Co., Ltd.		Entity that the controlling shareholder of the Company has significant influence
Northpole GLY 3 LP		Entity controlled by one of the directors of the Company
Lotus Cars USA Inc.		Entity controlled by the controlling shareholder of the Company
Lynk & Co Investment Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Hangzhou Geely EVUN Technology Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Jizhi Culture Creative Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Volvo Personvagnar Aktiebolag		Entity controlled by the controlling shareholder of the Company
RENAULT S.A.S		Entity that the controlling shareholder of the Company has significant influence

During the years ended December 31, 2023, 2022 and 2021, in addition to the related party transactions disclosed in note 12 of Put Option Liabilities, note 14 of Exchangeable Notes, note 15 of Convertible Notes, note 17 of Redeemable Convertible Preferred Shares and note 20 of Ordinary Shares to the financial statements, the Group entered into the following significant related party transactions.

(b)Significant related party transactions

During the years ended December 31, 2023, 2022 and 2021, the Group entered into the following significant related party transactions:


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Provision of services⁽ⁱ⁾	12,573	8,344	3,280
Sales of goods⁽ⁱ⁾	3,432	23	—


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Payments on behalf of related parties ^((ii).a)	4,022	244	—
Cash receipts by related parties on behalf of the Group ^((ii).a)	3,695	—	—
Loans to related parties ^((ii).b)	1,227	2,310	—
Interest income on loans due from related parties ^((ii).b)	122	24	—
Purchase of products and services ^((iii).a)	852,623	44,347	14,259
Purchase of products and services for R&D activities ^((iii).b)	134,721	167,012	47,442
Purchase of equipment and software ^((iii).c)	11,223	42,798	6,255
Payment by related parties on behalf of the Group ^((iii).d)	14,514	2,952	—
Short-term lease cost ^((iii).e)	765	347	243
Deposits received from related party suppliers ^((iii).f)	251	1,584	—
Acquisition of the distribution right ^((iii).g)	22,296	—	—
Interest expense on borrowing due to related parties ^(iv)	—	90	220
Repayment of borrowing from related party ^(iv)	—	10,573	—
Acquisition of right-of-use assets ^(v)	12,166	214	1,333
Payment of lease liabilities ^(v)	269	98	545
Purchase of Geely License ^(vi)	—	—	288,948
Purchase of trademark licenses ^(vii)	—	—	116,041
Payment of consideration for acquiring Lotus Tech Innovation Centre GmbH under common control ^(viii)	—	15,512	—
Payment for purchase of a short-term investment ^(ix)	—	10,000	—

(c)

Significant related party balances

The outstanding balances mainly arising from the above transactions as of December 31, 2023 and 2022 are as follows:


	As of December 31,
	2023	2022
	US$	US$
Accounts receivable – related parties (i)	22,430	8,545
Contract liabilities – related parties* (i)	1	8
Prepayments and other current assets – related parties (ii)	28,744	8,732
Other non-current assets – related parties ((ii).c)	2,706	—
Accounts payable-related parties ((iii).a)	340,419	5,770
Accrued expenses and other current liabilities – related parties (iii)	289,845	183,216
Other non-current liabilities – related parties ((iii).f)	1,634	1,584
Operating lease liabilities – related parties, current* (v)	840	13
Operating lease liabilities – related parties, non-current (v)	12,064	170
Investment securities – related parties (ix)	3,326	8,411

*	These items are included in accrued expenses and other current liabilities — related parties in the consolidated balance sheets as of December 31, 2023 and 2022.

Note:

(i)

The Group sold sports cars, BEV lifestyle models, auto parts and peripheral products and provided R&D services and other consulting services to a number of related parties. The Group provided services to related parties amounting to US$12,573, US$8,344 and US$3,280 for the years ended December 31, 2023, 2022 and 2021, respectively. The Group sold sports cars, BEV lifestyle models, auto parts and peripheral products to related parties amounting to US$3,432, US$23 and nil for the years end December 31, 2023, 2022 and 2021, respectively. Accounts receivable due from related parties arising from sales of goods and provision of services were US$22,430 and US$8,545 as of December 31, 2023 and 2022, respectively. As of December 31, 2023 and 2022, receipts in advance of US$1 and US$8 were included in contract liabilities – related parties, respectively.

(ii)	Prepayments and other current assets – related parties other non-current assets – related parties of the Group are arising from transactions related to purchase of products and services (see note (iii).a), loans to related parties, and cash receipts on behalf of the Group as follows.

The Group made payments of US$4,022, US$244 and nil on behalf of related parties for the years ended December 31, 2023, 2022 and 2021, respectively. Related parties collected cash receipts of US$3,695, nil and nil on behalf of the Group for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, receivables of US$4,271 and USD$244 was included in prepayments and other current assets – related parties, respectively.

During the years ended December 31, 2023, 2022 and 2021, the Group provided unsecured short-term loans of US$1,227, US$2,310 and nil, respectively, to related parties with interest rates of 3.65%-4.5% per annum. The Group recognized interest income of US$122, US$24 and nil for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, the receivable for the loan principal and interest of US$3,010 and US$2,369 was included in prepayments and other current assets – related parties, respectively.

As mentioned in note ((iii).a) and note ((iii).c) below, the amounts of prepayments to related parties for purchase of vehicles, auto parts and peripheral products of US$21,404 and US$6,119 were included in prepayments and other current assets – related parties as of December 31, 2023 and 2022, respectively. The amounts of prepayments to relate party for purchase of equipment of US$2,706 and nil was included in other non-current assets-related parties as of December 31, 2023 and 2022, respectively.

As mentioned in note ((iii).e), the amounts of prepayments to related parties for short-term lease agreements of US$82 and nil were included in prepayments and other current assets – related parties as of December 31, 2023 and 2022, respectively.

As of January 1, 2023, upon the adoption of ASC 326 as mentioned in note 2(j), the expected credit loss provision for prepayments and other current assets – related parties not under common control was US$12. For the year ended December 31, 2023, the Group recorded US$11 in expected credit losses for prepayments and other current assets – related parties not under common control in general and administrative expenses. As of December 31, 2023, the expected credit loss provision recorded in prepayments and other current assets – related parties not under common control was US$23.

(iii)

Accounts payable - related parties, accrued expenses and other current liabilities – related parties and other non-current liabilities– related parties are arising from transactions related to purchase of products and services, purchase of equipment and software, and payments by related parties on behalf of the Group as follows.

The Group purchased sports cars, BEV lifestyle models, auto parts, peripheral products, commercial services relating to sales of sports cars and BEV lifestyle models and other consulting services from related parties. During the years ended December 31, 2023, 2022 and 2021, these purchases amounted to US$852,623, US$44,347 and US$14,259, among which, US$549,893, US$839 and US$ 331 were recognized as cost of goods sold for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, purchases including sports cars, BEVs lifestyle models, auto parts and peripheral products of US$248,331 and US$21,880 were recorded as inventories, respectively.

As of December 31, 2023 and 2022, the amounts due to related parties for purchase of office materials, commercial services relating to sales of sports cars and BEV lifestyle models and other consulting services of US$27,660 and US$8,684 were included in accrued expenses and other current liabilities – related parties, respectively.

As of December 31, 2023 and 2022, the amounts due to related parties for purchase of sports cars, BEV lifestyle models, auto parts and peripheral products of US$340,419 and US$5,770 was included in accounts payable-related parties, respectively.

The Group purchased products and services from related parties for R&D activities. The Group recoded R&D expenses of US$134,721, US$167,012 and US$47,442 during the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, the amounts due to related partis for purchase of products and services for R&D activities of US$217,256 and US$162,942 were included in accrued expenses and other current liabilities – related parties, respectively.

The Group purchased equipment and software of US$11,223, US$42,798 and US$6,255 from related parties for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, the amounts due to related parties for purchase of equipment and software of US$19,786 and US$8,366 were included in accrued expenses and other current liabilities – related parties, respectively.

Related parties paid US$14,514 and US$2,952 on behalf of the Group in association with travelling expenses, staff salary and social welfare, and other miscellaneous expenses, of which US$1,605 and US$2,952 were included in accrued expenses and other current liabilities – related parties as of December 31, 2023 and 2022, respectively.

The Group entered into short-term lease agreements with related parties to rent office spaces. During the years ended December 31, 2023, 2022 and 2021, the Group incurred short-term lease costs of US$765, US$347 and US$ 243, respectively. As of December 31, 2023 and 2022, payables for short-term leases of US$323 and US$272, respectively, were included in accrued expenses and other current liabilities – related parties, respectively.

The Group received deposits of US$251, US$1,584 and nil from related parties for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, US$168 and nil were included in accrued expenses and other current liabilities – related parties, and US$1,634 and US$1,584 was included in other non-current liabilities-related parties, respectively.

On January 31, 2023, the Group entered into a distribution agreement with LCL, a wholly owned subsidiary of LGIL and ultimately controlled by the Controlling Shareholder of the Company, pursuant to which the Group was appointed as the exclusive global distributor to distribute certain models of vehicles and to provide after-sale services and brand, marketing and public relations for such vehicles distributed by it since January 31, 2023, for a cash consideration of GBP18,055 (equivalent to US$22,296). As of December 31, 2023, payable for the distribution right of US$23,047 was included in accrued expenses and other current liabilities – related parties.

(iv)

In 2019, the Company’s subsidiary, Lotus Tech UK, borrowed a one-year unsecured loan from a related party with the principal amount of US$10,211,bearing an interest rate of 2% per annum, which was renewed to be mature on August 31, 2022. The borrowing was repaid in August 2022. During the years ended December 31, 2022 and 2021, the Group incurred interest expenses of US$90 and US$220, respectively.

(v)

The Group entered into lease agreements with related parties to rent office spaces and parking spaces. During the years ended December 31, 2023, 2022 and 2021, the Group recognized right-of-use assets of US$12,166, US$214 and US$1,333 from related parties, respectively. The Group paid lease liabilities of US$269, US$98 and US$545 during the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, current operating lease liabilities were US$840 and US$13, respectively, and non-current operating lease liabilities were US$12,064 and US$170, respectively.

(vi)

On March 12, 2021, the Group entered into a license agreement with Zhejiang Liankong, a subsidiary of Geely Holding. Under the terms of the agreement, the Group received a non-exclusive, perpetual, irrevocable and non-sublicensable license for the electric automotive chassis and autonomous driving technology platform (the “Geely License”) with consideration of US$288,948.

The Geely License is contractually restricted to be used in certain R&D projects of the Group. The Group concludes that the Geely License has no alternative future use, therefore the cost of the license has been expensed as research and development expenses in the consolidated and combined statement of comprehensive loss for the year ended December 31, 2021.

(vii)

In November 2021, the Group obtained the trademark licenses (Note 7), from Group Lotus Limited, a related party controlled by Geely Holding, by issuing the Company’s 47,995,443 ordinary shares to LGIL, a related party controlled by Geely Holding.

(viii)

On December 2, 2021, the Company, through its subsidiary, Lotus Technology Innovative Limited, entered into an equity transfer agreement, pursuant to which, Lotus Technology Innovative Limited agreed to acquire 100% equity interest in Lotus Tech Innovation Centre GmbH from a related party, Geely UK Limited, at the consideration of US$15,512, which was settled in June 2022. The transaction was accounted for as common control transaction and completed in June 2022.

(ix)

On May 13, 2022, the Company purchased a one-year convertible note (the “Note”) with the principal of US$10,000 issued by Ecarx. Upon the listing of Ecarx on December 21, 2022, the Note was automatically converted to the Class A ordinary shares of Ecarx (the “listed equity securities”) at conversion price of US$9.5 per share. As of December 31, 2023 and 2022, the fair value of listed equity securities was US$3,326 and US$8,411, respectively.

(d)Manufacturing agreement with the Geely Group

The Group entered into a manufacturing agreement with Geely Auto Wuhan Branch and Wuhan Geely Auto Parts (collectively as “OEMs”), for the manufacture of the Group’s electrical vehicles for 10 years starting from June 21, 2022. Pursuant to the manufacturing agreement, the Group commissioned OEMs for the production of electrical vehicles and agreed to authorize OEMs to access the Group’s technologies for the production of such models. The Group is mainly responsible for the design and development of the models, designation of suppliers, product announcement, and ensuring consistency with global standards of the Lotus brand. The Group also provides OEMs the necessary intellectual properties for the manufacture of electrical vehicles. OEMs are mainly responsible for the procurement and inspection of raw materials, production planning, production quality control, logistics and transportation of manufactured vehicles, and construction and operation of the manufacturing plant. Particularly, quality control is carried out in accordance with the Group’s quality assurance framework and approved by OEMs. In addition, OEMs are responsible for obtaining certificates for the manufactured vehicles.

(e)Lotus Application Entrusted Operation & Maintenance Contract with Wuhan Quanqing

The Group entered into an application entrusted operation & maintenance contract with Wuhan Quanqing, in May 2023. Pursuant to the contract, the Group will pay Wuhan Quanqing certain service fee for the entrusted daily operation and maintenance service provided by Wuhan Quanqing for the Group’s Lotus App. As of December 31, 2023, nil service fee has been incurred.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

ORGANIZATION AND BUSINESS OPERATIONS - Liquidity and Capital Resources (Details) - USD ($)		12 Months Ended
	Apr. 11, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
PIPE Investments
Operating bank account balance		$ 418,941,000	$ 736,605,000	$ 531,452,000
CIK 0001841024 L Catterton Asia Acquisition Corp
PIPE Investments
Operating bank account balance		4,523	4,523
Working capital		13,047,470	$ 3,810,427
Capital contribution		25,000
Loan from sponsor		$ 300,000
Term of working capital funding commitment from Sponsor	1 year
Commitment from Sponsor to fund working capital needs	$ 500,000
Working capital loans warrant \| CIK 0001841024 L Catterton Asia Acquisition Corp
PIPE Investments
Term of working capital funding commitment from Sponsor	1 year
Commitment from Sponsor to fund working capital needs	$ 500,000

LEASES - Lease cost (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Lease cost (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
LEASES
Operating lease cost	$ 27,815	$ 21,701	$ 6,389
Short-term lease cost	4,288	2,595	847
Variable lease cost	141	49	231
Total	$ 32,244	$ 24,345	$ 7,467

COMMITMENTS AND CONTINGENCIES - Merger Agreement (Details) - USD ($)	Feb. 05, 2024	Jan. 04, 2024	Dec. 06, 2023	Nov. 13, 2023	Nov. 06, 2023	Oct. 11, 2023	Oct. 05, 2023	Sep. 05, 2023	Aug. 08, 2023	Jul. 05, 2023	Jun. 15, 2023	Jun. 05, 2023	Mar. 10, 2023	Jan. 31, 2023	Dec. 31, 2023	Nov. 10, 2023	Jul. 15, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Ordinary shares, par value, (in dollars per share)															$ 0.00001			$ 0.00001
CIK 0001841024 L Catterton Asia Acquisition Corp
Loss Contingencies [Line Items]
Period of subsequent extension contribution			1 month		1 month		1 month	1 month	1 month	1 month	1 month	1 month	3 months
Sponsor deposited to trust account per month																	$ 330,000
Additional sponsor earn-out shares (in percent)				20.00%
Vesting period (in months)				18 months
CIK 0001841024 L Catterton Asia Acquisition Corp \| Class A Ordinary shares
Loss Contingencies [Line Items]
Ordinary shares, par value, (in dollars per share)															0.0001			0.0001
CIK 0001841024 L Catterton Asia Acquisition Corp \| Class B Ordinary shares
Loss Contingencies [Line Items]
Ordinary shares, par value, (in dollars per share)															$ 0.0001			$ 0.0001
CIK 0001841024 L Catterton Asia Acquisition Corp \| Santander US Capital Markets LLC
Loss Contingencies [Line Items]
Advisory fee payable																$ 2,000,000.0
Maximum expenses to be reimbursed																$ 75,000
CIK 0001841024 L Catterton Asia Acquisition Corp \| Founder Shares \| First Effective Time \| Lotus Tech Ordinary Share
Loss Contingencies [Line Items]
Number of shares issued for each share upon automatic cancellation and cease of existing shares issued and outstanding						1
CIK 0001841024 L Catterton Asia Acquisition Corp \| Merger Agreement
Loss Contingencies [Line Items]
Price per share														$ 10.00
Consideration on acquisition of equity interest														$ 5,500,000,000
CIK 0001841024 L Catterton Asia Acquisition Corp \| Amended Merger Agreement
Loss Contingencies [Line Items]
Ordinary shares, par value, (in dollars per share)						$ 0.00001
Number of shares per warrant						1
CIK 0001841024 L Catterton Asia Acquisition Corp \| Amended Merger Agreement \| Class A Ordinary shares
Loss Contingencies [Line Items]
Number of Shares Per Unit						1
CIK 0001841024 L Catterton Asia Acquisition Corp \| Amended Merger Agreement \| First Effective Time
Loss Contingencies [Line Items]
Conversion of stock						1
Number of Shares Per Unit						1
Number of Warrants Per Unit						1
CIK 0001841024 L Catterton Asia Acquisition Corp \| Amended Merger Agreement \| First Effective Time \| Class A Ordinary shares
Loss Contingencies [Line Items]
Ordinary shares, par value, (in dollars per share)						$ 0.0001
CIK 0001841024 L Catterton Asia Acquisition Corp \| Amended Merger Agreement \| First Effective Time \| Class B Ordinary shares
Loss Contingencies [Line Items]
Ordinary shares, par value, (in dollars per share)						$ 0.0001
CIK 0001841024 L Catterton Asia Acquisition Corp \| Amended Merger Agreement \| First Effective Time \| Lotus Tech Ordinary Share
Loss Contingencies [Line Items]
Number of shares per warrant						1
CIK 0001841024 L Catterton Asia Acquisition Corp \| Amended Merger Agreement \| Founder Shares \| First Effective Time \| Lotus Tech Ordinary Share
Loss Contingencies [Line Items]
Number of shares issued for each share upon automatic cancellation and cease of existing shares issued upon conversion and unit separation						1
Sponsor Support Agreement \| CIK 0001841024 L Catterton Asia Acquisition Corp \| Merger Agreement \| Lotus Tech
Loss Contingencies [Line Items]
Percentage of forfeited sponsor shares														20.00%
Sponsor Support Agreement \| CIK 0001841024 L Catterton Asia Acquisition Corp \| Merger Agreement \| Lotus Tech \| Class B Ordinary shares
Loss Contingencies [Line Items]
Percentage of unvested sponsor shares														10.00%
Percentage of maximum sponsor share consideration														5.00%
Subsequent Events \| CIK 0001841024 L Catterton Asia Acquisition Corp
Loss Contingencies [Line Items]
Period of subsequent extension contribution	1 month	1 month

LEASES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
LEASES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating Leases
Operating lease right-of-use assets	$ 173,103	$ 158,724
Future minimum lease payments for short term operating lease	79
Asset Pledged as Collateral \| WFOE Exchangeable Notes \| Use Rights
Operating Leases
Operating lease right-of-use assets	32,653	0
Land use rights
Operating Leases
Operating lease right-of-use assets	$ 52,811	$ 43,974

OTHER NON-CURRENT ASSETS - THIRD PARTIES (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Jan. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Schedule of Equity Method Investments [Line Items]
Payments to Acquire Equity Method Investments		$ 5,059	$ 3,114
Related party
Schedule of Equity Method Investments [Line Items]
Total		2,706
Nonrelated Party
Schedule of Equity Method Investments [Line Items]
Deposits for long-term operating leases		3,288	3,486
Prepayments for purchases of property, equipment and software		920	1,442
Deductible VAT		41,859	5,815
Equity investments		4,466	240
Total		$ 50,533	$ 10,983
Hubei Changjiang Chegu Industry Investment Fund Partnership
Schedule of Equity Method Investments [Line Items]
Payments to Acquire Equity Method Investments	$ 4,317
Percentage of investment fund partnership	16.67%

PUT OPTION LIABILITIES - Roll forward (Details) - Put option agreements with Geely HK and Etika $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
PUT OPTION LIABILITIES
Issuance of put options	$ 9,376
Change in fair values	2,508
Balance at the ending	$ 11,884
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Changes in fair values of put option liabilities

CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY
Fair value changes of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes due to instrument - specific credit risk, income taxes	$ 0	$ 0	$ 0
Foreign currency translation adjustment, income taxes	$ 0	$ 0	$ 0

PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION - Parent Company Condensed Statements of Comprehensive Loss (Details) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended			36 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023
PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Fair value changes of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes due to instrument - specific credit risk, income taxes	$ 0	$ 0	$ 0
Foreign currency translation adjustment, income taxes	0	0	0
Parent Company
PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Fair value changes of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes due to instrument - specific credit risk, income taxes				$ 0
Foreign currency translation adjustment, income taxes	$ 0	$ 0	$ 0

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Number of shares subject to redemption	68,228,526	68,228,526
Ordinary shares, par value, (in dollars per share)	$ 0.00001	$ 0.00001
Ordinary shares, shares authorized (in shares)	5,000,000,000	5,000,000,000
Ordinary shares, shares issued (in shares)	474,621,603	474,621,603
Ordinary shares, shares outstanding (in shares)	474,621,603	474,621,603
CIK 0001841024 L Catterton Asia Acquisition Corp
Preference shares, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized (in shares)	2,000,000	2,000,000
Preference shares, shares issued (in shares)	0	0
Preference shares, shares outstanding (in shares)	0	0
Class A ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
Ordinary shares, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	200,000,000	200,000,000
Class A ordinary shares subject to possible redemption \| CIK 0001841024 L Catterton Asia Acquisition Corp
Number of shares subject to redemption	21,783,622	28,650,874
Ordinary shares, shares outstanding (in shares)	21,783,622
Class A ordinary shares not subject to possible redemption \| CIK 0001841024 L Catterton Asia Acquisition Corp
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Class B ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
Ordinary shares, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized (in shares)	20,000,000	20,000,000
Ordinary shares, shares issued (in shares)	7,162,718	7,162,718
Ordinary shares, shares outstanding (in shares)	7,162,718	7,162,718

INCOME TAX -Valuation allowance (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Balance at the beginning of the year	$ 202,715	$ 32,914	$ 3,130
Addition	215,886	177,715	29,784
Deduction	(25,934)
Effect of foreign currency translation	(1,930)	(7,914)
Balance at the end of the year	$ 390,737	$ 202,715	$ 32,914

PRIVATE PLACEMENT (Details) - CIK 0001841024 L Catterton Asia Acquisition Corp - USD ($)			12 Months Ended
	Mar. 24, 2021	Mar. 15, 2021	Dec. 31, 2023
PRIVATE PLACEMENT
Exercise price of warrant			$ 9.20
Threshold number of days after completion of the initial business combination			30 days
Private Placement Warrants Liability
PRIVATE PLACEMENT
Number of warrants to purchase shares issued		5,000,000
Price of warrants		$ 1.50	$ 1.50
Over-allotment option \| Private Placement Warrants Liability
PRIVATE PLACEMENT
Additional Units Sold Of Shares	486,784
Private Placement
PRIVATE PLACEMENT
Aggregate purchase price		$ 7,500,000
Private Placement \| Private Placement Warrants Liability
PRIVATE PLACEMENT
Number of warrants to purchase shares issued			5,000,000
Aggregate purchase price	$ 730,176
Exercise price of warrant	$ 1.50

COMMITMENTS AND CONTINGENCIES

12 Months Ended

Dec. 31, 2023

COMMITMENTS AND CONTINGENCIES

28.

COMMITMENTS AND CONTINGENCIES

Purchase commitment


	Less than	More than
	one year	one year	Total
	US$	US$	US$
Purchase commitment	179,490	2,511	182,001

Capital commitment

Total capital expenditures contracted but not yet reflected in the consolidated and combined financial statements as of December 31, 2023 were as follows:


	Less than	More than
	one year	one year	Total
	US$	US$	US$
Capital expenditure commitment(i)	59,304	264	59,568

(i)	Represents the capital commitment on the construction of the Group’s corporate buildings, leasehold improvements,molds and tooling.

CIK 0001841024 L Catterton Asia Acquisition Corp

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-up period, which occurs (i) in the case of the Founder Shares, and (ii) in the case of the Private Placement Warrants and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statement.

Underwriting Agreement

The Company granted the underwriters a 45-day option from March 15, 2021 to purchase up to an additional 3,750,000 Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On March 24, 2021, the Underwriters partially exercised the over-allotment option and purchased an additional 3,650,874 Over-Allotment Units. The underwriters did not exercise their remaining option, which expired on April 24, 2021.

On March 15, 2021, the Company paid an underwriting discount of $5,000,000, and on March 24, 2021, the Company paid an additional underwriting discount of $730,175 for over-allotment units sold. Additionally, the underwriters are entitled to a deferred fee of $10,027,806. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

In connection with the Merger Agreement executed on January 31, 2023, the Company and Credit Suisse Securities (USA) LLC (the “Underwriter”), entered into a letter agreement, pursuant to which the deferred underwriting fee payable to the Underwriter under the Underwriting Agreement, dated March 10, 2021, is amended. In the event the Merger Agreement is consummated, the aggregate amount of the deferred underwriter fee that the Underwriter is entitled to shall be equal to the greater of (a) $5,000,000 and (b) 3.5% of the cash amounts in the Trust Account immediately prior to the closing as defined in the Merger Agreement. As a result, the Company recorded a reduction in the deferred underwriter fee to reflect a deferred underwriter fee equivalent to 3.5% of the value of the Trust Account as of the balance sheet date. The reduction in deferred underwriter fee is recorded in the statement of operations and statement of changes in shareholders’ deficit.

On October 16, 2023, the Company and the Underwriter terminated the letter agreement effective immediately. The Underwriter also waived its entitlement to payment of the deferred discount and therefore no longer payable in the event that the Company completes as Business Combination. As a result, the Company recorded a reduction in the deferred underwriter fee to reflect the termination of the letter agreement. The reduction in deferred underwriter fee is recorded in the statement of operations and statement of changes in shareholders’ deficit.

Merger Agreement

On January 31, 2023, the Company, Lotus Tech, Merger Sub 1, and Merger Sub 2 entered into the Merger Agreement, pursuant to which, among other things, (i) Merger Sub 1 will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of Lotus Tech (the surviving entity of the First Merger, “Surviving Entity 1”), and (ii) immediately following the consummation of the First Merger, Surviving Entity 1 will merge with and into Merger Sub 2 (the “Second Merger”, and together with the First Merger, collectively, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of Lotus Tech (the transactions contemplated by the Merger Agreement, including the Mergers, collectively, the “Business Combination”).

On October 11, 2023, the Company, Lotus Tech, Merger Sub 1 and Merger Sub 2 entered into the First Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”), pursuant to which the Original Merger Agreement was amended and restated to provide, among other things, that Lotus Tech shall cause a sponsored American depositary share facility to be established with a reputable depositary bank reasonably acceptable to the Company (the “Depositary Bank”) for the purpose of issuing and distributing the American depositary shares of the Lotus Tech (the “Lotus Tech ADSs”), each duly and validly issued against the deposit of one (1) underlying ordinary share of the Lotus Tech, par value $0.00001 per share (the “Lotus Tech Ordinary Share”) deposited with the Depositary Bank in accordance with the deposit agreement to be entered into between the Lotus Tech and the Depositary Bank.

Pursuant to the Amended Merger Agreement, immediately prior to the effective time of the First Merger (the “First Effective Time”), each Class B ordinary share, par value $0.0001 per share, of the Company (each, a “Class B Ordinary Share”) shall be automatically converted into one Class A ordinary share, par value $0.0001 per share, of the Company (each, a “Class A Ordinary Share”, together with Class B Ordinary Share, collectively, “Company Shares”) (such automatic conversion, the “Company Class B Conversion”) and shall no longer be issued and outstanding and shall be cancelled. In addition, at the First Effective Time: (i) each of the Company’s units (“Units”) (each consisting of one Class A Ordinary Share and one-third of a Warrant (as defined below)) issued and outstanding immediately prior to the First Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one Class A Ordinary Share and one-third of a Warrant in accordance with the terms of the applicable Unit (the “Unit Separation”); provided that no fractional Warrant shall be issued in connection with the Unit Separation such that if a holder of such Units would be entitled to receive a fractional Warrant upon the Unit Separation, the number of Warrants to be issued to such holder upon the Unit Separation will be rounded down to the nearest whole number of Warrants; (ii) immediately following the Unit Separation, each Class A Ordinary Share (including Class A Ordinary Shares (a) issued in connection with the Class B Conversion and (b) held as a result of the Unit Separation) issued and outstanding immediately prior to the First Effective Time (other than treasury shares held by the Company or any of its subsidiaries (if applicable), Company Shares that are held by the Company’s shareholders that validly exercise their redemption rights, Company Shares that are held by the Company shareholders that exercise and perfect their relevant dissenters’ rights and Company Shares that are held by the Founder Shareholders (as defined below)) shall automatically be cancelled and cease to exist in exchange for the right to receive one Lotus Tech ADS; (iii) each Company Share issued and outstanding immediately prior to the First Effective Time held by the Founder Shareholders shall automatically be cancelled and cease to exist in exchange for the right to receive one Lotus Tech Ordinary Share; and (iv) each warrant issued by the Company to acquire Class A Ordinary Shares (each, a “Warrant”) (including the Warrants held a result of the Unit Separation) outstanding immediately prior to the First Effective Time shall cease to be a warrant with respect to Company Shares and be assumed by Lotus Tech and converted into a warrant to purchase one Lotus Tech Ordinary Share in the form of Lotus Tech ADS (each, a “Lotus Tech Warrant”), subject to substantially the same terms and conditions as were applicable to Warrants prior to the First Effective Time.

The Business Combination

Pursuant to the Merger Agreement, Lotus Tech’s current share structure shall be recapitalized such that its preferred shares, ordinary shares and options shall be redesignated into ordinary shares subject to a recapitalization factor that is determined by dividing the Price per Share by $10.00. “Price per Share” is defined in the Merger Agreement as the amount equal to $5,500,000,000 divided by such amount equal to (i) the aggregate number of shares of Lotus Tech (a) that are issued and outstanding immediately prior to the Recapitalization, (b) that are issuable upon the exercise, exchange or conversion of all options and other equity securities of Lotus Tech that are issued and outstanding immediately prior to the recapitalization (whether or not then vested or exercisable, as applicable, and subject to certain exclusions) minus (ii) shares of Lotus Tech held by Lotus Tech or any of its subsidiaries (if applicable) as treasury shares.

Additionally, (i) all of the Company’s Class B ordinary shares issued and outstanding shall convert to Class A ordinary shares and shall be cancelled and cease to exist with each holder entitled to receive one newly issued Lotus Tech ordinary share; (ii) any of the Company’s outstanding units consisting of one Class A ordinary share and one-third of a public warrant shall automatically detach and the Class A ordinary shares shall be cancelled and cease to exist with each holder entitled to receive one newly issued Lotus Tech Ordinary Share and (iii) each warrant issued by the Company to acquire Class A ordinary shares (including the public warrants held a result of the unit separation) shall cease to be a warrant with respect to Company shares and be assumed by Lotus Tech and converted into a warrant to purchase one Lotus Tech Ordinary Share, subject to substantially the same terms and conditions prior to the Mergers.

Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, the Company, the Sponsor, certain shareholders of the Company (together with Sponsor, collectively, the “Founder Shareholders”) and Louts Tech entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which each Founder Shareholder has agreed to (i) to vote in favor of the Transactions and the other transaction proposals; (ii) to waive anti-dilution rights it held in respect of the Company’s Class B Shares under the Amended and Restated Memorandum and Articles of Association of the Company, (iii) to appear at the extraordinary general meeting for purposes of constituting a quorum, (iv) to vote against any proposals that would materially impede the transactions; (v) to appoint Lotus Tech as the Founder Shareholders’ proxy and attorney-in-fact with respect to approval of the Transactions; (vi) not to redeem any Company shares held by such Founder Shareholder, (vii) not to transfer any shares during an agreed lock-up period, and (viii) to unconditionally and irrevocably waive the dissenters’ rights pursuant to the applicable laws in connection with the transactions and the Merger Agreement.

Our Sponsor also agreed to use commercially reasonable efforts to (i) cause certain affiliates of Sponsor as may be approved by Lotus Tech from time to time to participate in the PIPE Financing, and (ii) facilitate discussions between Lotus Tech and other entities which may help facilitate product development, marketing, customer engagement, retail space, and technology infrastructure development. For each dollar committed by the Sponsor or its affiliates as part of the PIPE Financing and approved by Lotus Tech, one Lotus Tech Warrant held by Sponsor immediately prior to the Mergers will not be subject to the lock-up restrictions under the Sponsor Support.

Our Sponsor also agreed that some of the Class B Ordinary Shares it held as of the date of the Sponsor Support Agreement will be subject to forfeiture and earn-out restrictions pursuant to the Sponsor Support Agreement. Specifically, 20% of the Class B ordinary shares held by our Sponsor will be forfeited unless certain affiliates of Sponsor as may be approved by Lotus Tech participate in the PIPE Financing, and another 10% of Class B ordinary shares held by our Sponsor are subject to forfeiture until the commencement or official announcement of any business collaborations facilitated by Sponsor or Sponsor’s affiliates between Lotus Tech or its applicable affiliates and other entities to help facilitate product development, marketing, customer engagement, retail space, and technology infrastructure development.

In addition, at the request of Lotus Tech, our Sponsor will transfer, directly or indirectly, to one or more shareholders of the Company up to 5% of the Class B ordinary shares held by our Sponsor as consideration to induce such shareholder(s) of the Company to waive its redemption rights in connection with the Company shareholders’ approval of the Business Combination.

On November 13, 2023, the Company entered into an Amendment to Sponsor Support Agreement (the “Amendment”). The Amendment reflects deletion of the Sponsor Shares Forfeiture Mechanism and provides that, in addition to the Sponsor Earn-Out Shares, all or a portion of (as reasonably determined by the Company in good faith) an additional 20% of the Sponsor Shares (the “Additional Sponsor Earn-Out Shares”) would become vested upon each occurrence of any vesting event within eighteen (18) months of the Closing. The vesting events for the Additional Sponsor Earn-Out Shares are (a) the commencement or official announcement of any additional Business Collaboration and (b) an approved commitment to invest in the Company or one of its subsidiaries by an investor introduced or facilitated by Sponsor or its affiliates. Any Additional Sponsor Earn-Out Shares that have not become vested by the end of such eighteen (18)-month period would be forfeited to the Company and cancelled.

Shareholder Support Agreement

Concurrently with the execution of the Merger Agreement, the Company, Lotus Tech and certain of the shareholders of Lotus Tech entered into a shareholder support agreement (the “Shareholder Support Agreement”), pursuant to which certain shareholders holding sufficient number, type and classes of the issued and outstanding shares of Lotus Tech to approve the Transactions have each agreed, among other things and subject to the terms and conditions set forth therein: (i) to vote in favor of the transaction; (ii) to appear at the shareholders’ meeting of Lotus Tech in person or by proxy for purposes of counting towards a quorum; (iii) to vote against any proposals that would or would be reasonably likely to in any material respect impede the transaction; (iv) to appoint Lotus Tech as such shareholder’s proxy and attorney-in-fact with respect to approval of the transaction; and (v) during the interim period and for a period following the closing of the Merger Agreements, not to transfer any Lotus Tech shares held by such shareholder, subject to certain exceptions.

Form of Registration Rights Agreement

The Merger Agreement contemplates that Lotus Tech, the Company, the Founder Shareholders and potentially certain shareholders of Lotus Tech will enter into a registration rights agreement, pursuant to which, among other things, Lotus Tech will agree to undertake certain resale shelf registration obligations in accordance with the Securities Act and the Founder Shareholders and potentially certain shareholders of Lotus Tech will be granted customary demand and piggyback registration rights.

Form of Assignment, Assumption and Amendment Agreement

At the closing of the Merger Agreements, the Company, Lotus Tech and Continental Stock Transfer & Trust Company (“Continental”) will enter into an assignment, assumption and amendment agreement pursuant to which the Company will assign all of its rights, interests and obligations in its existing warrant agreement with Continental (the “Warrant Agreement”) to Lotus Tech, and the Warrant Agreement will be amended to change all references to the Company to Lotus Tech and so that each warrant will represent the right to receive one whole Lotus Tech Ordinary Share.

In connection with the parties’ entry into the Amended Merger Agreement, the previously agreed form of the assignment, assumption and amendment agreement (as amended, the “Assignment, Assumption and Amendment Agreement”) was amended, such that, at the Closing, the Company, Lotus Tech, Continental Stock Transfer & Trust Company (“Continental”) and Equiniti Trust Company, LLC (“Equiniti”) will enter into the Assignment, Assumption and Amendment Agreement, pursuant to which, among other things, (i) the Company will assign to Lotus Tech all of its rights, interests, and obligations in and under its existing warrant agreement with Continental (the “Warrant Agreement”), (ii) Equiniti will be engaged to act as the warrant agent for Lotus Tech, (iii) Continental, as the warrant agent for the Company, will assign to Equiniti all of its rights, interests, and obligations in and under the Warrant Agreement, and (iv) the Warrant Agreement will be amended (a) to change all references to Warrants (as such term is defined therein) to Lotus Tech Warrants, and all references to Ordinary Shares underlying such warrants to Lotus Tech Ordinary Shares in the form of Lotus Tech ADSs and (b) to cause each outstanding Lotus Tech Warrant to represent the right to receive, from the Closing, one whole Lotus Tech Ordinary Share in the form of one Lotus Tech ADS.

Lock-Up Agreement

On May 17, 2023, in connection with the proposed business combination, the Company and Lotus Tech entered into lock-up agreements (each, a “Lock-Up Agreement”) with certain shareholders of Lotus Tech that are not parties to the Shareholder Support Agreement, pursuant to which, among other things, such shareholders have each agreed that, for a period of six months following the Closing, such shareholders would not transfer certain Lotus Tech shares that such shareholder will hold following the Closing, on the terms and subject to the conditions set forth in the Lock-Up Agreement.

Equity Capital Markets Advisor

On November 10, 2023, the Company has engaged Santander US Capital Markets LLC (“Santander”) to act as its exclusive equity capital markets advisor and financial advisor in connection with the Business Combination. Pursuant to the terms of the engagement, the Company agreed to pay Santander a fee equal to $2.0 million (“Fee”) if an only if the Business Combination is consummated. In addition to the Fee, the Company agrees to reimburse Santander for reasonable and documented expenses resulting from this engagement up to $75,000. The Company shall pay, or cause to be paid, the reimbursable expenses to Santander upon the consummation of the Business Combination or upon termination of this engagement.

NON-CONTROLLING INTEREST

12 Months Ended

Dec. 31, 2023

NON-CONTROLLING INTEREST

NON-CONTROLLING INTEREST

22.NON-CONTROLLING INTEREST

In May 2023, the Company incorporated Hangzhou Kingway Technology Co., Ltd. (“Kingway Technology”), in which the Company held 100% equity interest with total cash contribution of US$4,857.

In September 2023, a related party ultimately controlled by the Controlling Shareholder of the Company and a third party made capital contributions of US$4,182 and US$278 to Kingway Technology, respectively. As a result, the Company’s equity interest in Kingway Technology decreased to 54.3% according to the Articles of Association of Kingway Technology. The Group recorded an increase in additional paid-in capital of US$968 due to the change of the Company’s its equity interest in Kingway Technology.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Class A Common Stock Subject to Possible Redemption (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
Remeasurement of carrying value to redemption value	$ 15,121,000	$ 910,000
CIK 0001841024 L Catterton Asia Acquisition Corp
SIGNIFICANT ACCOUNTING POLICIES
Class A ordinary shares subject to possible redemption	234,734,446	290,664,459	$ 286,531,700
Remeasurement of carrying value to redemption value	14,270,741	4,132,759
Redemptions	(70,200,754)
Class A ordinary shares subject to possible redemption \| CIK 0001841024 L Catterton Asia Acquisition Corp
SIGNIFICANT ACCOUNTING POLICIES
Class A ordinary shares subject to possible redemption	$ 234,734,446	$ 290,664,459

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(23)(a)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 14.E.Q2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479830/718-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

+ Details

PREPAYMENTS AND OTHER CURRENT ASSETS - THIRD PARTIES - Movement (Details) - Nonrelated Party $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($)
PREPAYMENTS AND OTHER CURRENT ASSETS
Provisions	$ 4
Foreign currency translation adjustment	1
Balance at the end	7
Cumulative effect of adoption of new accounting standard \| ASC 326
PREPAYMENTS AND OTHER CURRENT ASSETS
Balance at the beginning	2
Adjusted balance
PREPAYMENTS AND OTHER CURRENT ASSETS
Balance at the beginning	$ 2

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - THIRD PARTIES (Tables)

12 Months Ended

Dec. 31, 2023

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - THIRD PARTIES

Schedule of accrued expenses and other current liabilities


	As of December 31,
	2023	2022
	US$	US$
Accrued salaries and benefits	68,160	46,362
Payables for R&D expenses	75,578	83,261
Payables for marketing events	48,190	47,729
Payables for purchase of property, equipment and software	51,278	88,286
Refundable deposits from customers	27,007	3,410
Deposits from third parties(i)	19,608	4,684
VAT and other taxes payables	23,190	4,843
Payables for service fees	33,229	21,176
Bank acceptance notes and letter of credit	38,290	11,025
Refundable deposits in connection with the PIPE investments	9,699	—
Others	25,193	12,523
Total	419,422	323,299

(i)	Represents short -term deposits from third party suppliers.

MANDATORILY REDEEMABLE NONCONTROLLING INTEREST (Details) ¥ in Thousands, $ in Thousands						1 Months Ended	12 Months Ended
	Apr. 28, 2023 USD ($)	Apr. 28, 2023 CNY (¥)	Apr. 23, 2023 USD ($)	Nov. 12, 2021 USD ($)	Nov. 12, 2021 CNY (¥)	Mar. 31, 2022	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Percentage of Equity Interest Acquired							100.00%
Changes in fair values of mandatorily redeemable noncontrolling interest due to the instrument specific credit risk							$ 0	$ (30)	$ 13
Changes in fair values of mandatorily redeemable noncontrolling interest impact of instrument specific credit risk recycled amount			$ 17
Changes in fair values of mandatorily redeemable noncontrolling interest, excluding impact of instrument-specific credit risk							$ 108	$ 5,565	$ 302
Ningbo Robotics Co., Ltd.
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Percentage of Equity Interest Acquired	40.00%	40.00%
Cash consideration amount	$ 11,554	¥ 80,000
Ningbo Robotics \| Momenta
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Percentage of ownership by non-controlling interest in newly incorporated company				40.00%	40.00%
Amount invested in newly incorporated company				$ 6,299
Ningbo Robotics \| VIEs
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Percentage of ownership by VIE in newly incorporated company				60.00%	60.00%
Amount invested in newly incorporated company				$ 9,449
Percentage of interest to be acquired by VIE and sold by Momenta							40.00%
Period within which the noncontrolling interest is to be repurchased							3 years
Ningbo Robotics \| VIEs \| Sanya Lotus
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Percentage of equity interest sold						60.00%
Ningbo Robotics \| VIEs \| If there is any disagreement or disputes arising between Ningbo Robotics and Momenta
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Cash consideration to acquire equity interest \| ¥					¥ 40,000
Ningbo Robotics \| VIEs \| Momenta \| If there is any disagreement or disputes arising between Ningbo Robotics and Momenta
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Percentage of interest to be acquired by VIE and sold by Momenta				40.00%	40.00%
Ningbo Robotics \| VIEs \| Momenta \| No later than the third anniversary date of the incorporation of Ningbo Robotics
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Percentage of interest to be acquired by VIE and sold by Momenta				40.00%	40.00%
Ningbo Robotics \| VIEs \| Momenta \| Redemption between the date of incorporation and the first anniversary of Ningbo Robotics
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Redemption price at which the equity interest is to be sold by noncontrolling owners \| ¥					¥ 40,000
Ningbo Robotics \| VIEs \| Momenta \| Redemption between the first anniversary and the second anniversary of the incorporation Ningbo Robotics
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Redemption price at which the equity interest is to be sold by noncontrolling owners \| ¥					80,000
Ningbo Robotics \| VIEs \| Momenta \| Redemption between the second anniversary and the third anniversary of the incorporation Ningbo Robotics
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Redemption price at which the equity interest is to be sold by noncontrolling owners \| ¥					¥ 120,000
Ningbo Robotics \| VIEs \| Momenta \| If Qualified IPO is approved within the third anniversary date of the incorporation of Ningbo Robotics
MANDATORILY REDEEMABLE NONCONTROLLING INTEREST
Percentage of interest to be acquired by VIE and sold by Momenta				40.00%	40.00%

SHAREHOLDERS' DEFICIT - Common Stock Shares (Details)	Dec. 31, 2023 Vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Nov. 11, 2021 shares
SHAREHOLDERS' DEFICIT
Ordinary shares, shares authorized (in shares)	5,000,000,000	5,000,000,000	5,000,000,000
Ordinary shares, par value, (in dollars per share) \| $ / shares	$ 0.00001	$ 0.00001
Ordinary shares, shares issued (in shares)	474,621,603	474,621,603
Ordinary shares, shares outstanding (in shares)	474,621,603	474,621,603
Number of shares subject to redemption	68,228,526	68,228,526
CIK 0001841024 L Catterton Asia Acquisition Corp
SHAREHOLDERS' DEFICIT
Aggregated shares issuable upon converted basis (in percent)	20.00%
Class A Ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
SHAREHOLDERS' DEFICIT
Ordinary shares, shares authorized (in shares)	200,000,000	200,000,000
Ordinary shares, par value, (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Class A ordinary shares subject to possible redemption \| CIK 0001841024 L Catterton Asia Acquisition Corp
SHAREHOLDERS' DEFICIT
Ordinary shares, shares outstanding (in shares)	21,783,622
Number of shares subject to redemption	21,783,622	28,650,874
Class A ordinary shares not subject to possible redemption \| CIK 0001841024 L Catterton Asia Acquisition Corp
SHAREHOLDERS' DEFICIT
Ordinary shares, shares issued (in shares)	0	0
Ordinary shares, shares outstanding (in shares)	0	0
Class B Ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
SHAREHOLDERS' DEFICIT
Ordinary shares, shares authorized (in shares)	20,000,000	20,000,000
Ordinary shares, par value, (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Ordinary shares, shares issued (in shares)	7,162,718	7,162,718
Ordinary shares, shares outstanding (in shares)	7,162,718	7,162,718
Ordinary shares, votes per share \| Vote	1

EXCHANGEABLE NOTES

12 Months Ended

Dec. 31, 2023

EXCHANGEABLE NOTES

EXCHANGEABLE NOTES

14.

EXCHANGEABLE NOTES


		Lightning
	WFOE	Speed
	Exchangeable	Exchangeable
	Notes	Notes	Total
	US$	US$	US$
Balance as of January 1, 2021	—	—	—
Issuance of exchangeable notes	125,039	—	125,039
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk	1,065	—	1,065
Changes in fair values of exchangeable notes due to the instrument-specific credit risk	(132)	—	(132)
Foreign currency translation adjustment	448	—	448
Balance as of December 31, 2021	126,420	—	126,420
Issuance of exchangeable notes	307,172	71,792	378,964
Exchange to Series A redeemable convertible preferred shares (note 17)	(60,419)	—	(60,419)
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk	13,162	—	13,162
Changes in fair values of exchangeable notes due to the instrument-specific credit risk	33	—	33
Foreign currency translation adjustment	(31,048)	—	(31,048)
Balance as of December 31, 2022	355,320	71,792	427,112
Issuance of exchangeable notes	27,883	—	27,883
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk	737	3,711	4,448
Changes in fair values of exchangeable notes due to the instrument-specific credit risk	272	1,398	1,670
Foreign currency translation adjustment	(5,574)	(1,223)	(6,797)
Balance as of December 31, 2023	378,638	75,678	454,316
– Current portion	378,638	—	378,638
– Non-current portion	—	75,678	75,678

WFOE Exchangeable Notes

In September 2021, the Company’s subsidiary, WFOE, entered into an exchangeable note agreement with an investor. Pursuant to the agreement, WFOE is entitled to issue, from time to time, exchangeable notes (the “WFOE Exchangeable Notes”) to obtain financing from the investor (the “WFOE Exchangeable Notes Holder”) up to RMB3,000,000 with coupon rate of 3% per annum. Each tranche of WFOE Exchangeable Notes is scheduled to mature on the one-year anniversary date of issuance. The repayments of the WFOE Exchangeable Notes were guaranteed by Founders Onshore Vehicle.

The Group issued RMB800,000 (equivalent to US$125,039), RMB600,000 (equivalent to US$94,130), RMB600,000 (equivalent to US$94,457), RMB800,000 (equivalent to US$118,585) and RMB200,000 (equivalent to US$27,883) on November 5, 2021, January 7, 2022, January 18, 2022, August 2, 2022 and September 22, 2023 to the WFOE Exchangeable Notes Holder, respectively, among which, RMB400,000 issued in November 2021 was exchanged for Series A redeemable convertible preferred shares in December 2022, as mentioned in note 17.

At the time when there is a subsequent round of equity financing, upon the notification in writing by the Group, the WFOE Exchangeable Notes Holder is entitled to convert the whole or any portion of the outstanding principal amount of the WFOE Exchangeable Notes into the shares of the subsequent round of equity financing at the post-money equity valuation based on a fixed monetary amount.

Pursuant to the agreement, the land use right of US$32,653 included in operating lease right-of-use assets and corporate buildings under construction of US$37,287 included in property, equipment and software have been pledged to the WFOE Exchangeable Notes Holder as of December 31, 2023.

Prior to a qualified initial public offering (“Qualified IPO” which is defined as an initial public offering and listing or back door listing (including via SPAC) or other similar transactions to achieve the listing of the shares of the Company):

Upon the conversion, the WFOE Exchangeable Notes Holder is entitled to require Founders Onshore Vehicle or its designated entity to transfer the Company’s shares at the price of RMB1 per share to make the WFOE Exchangeable Notes Holder’s shareholding in the Company not less than 5%, based on an investment of RMB3,000,000. If the investment amount at time of conversion is less than RMB3,000,000, 5% shareholding shall be adjusted on a pro-rata basis.

The Founders Onshore Vehicle or its designated entity must purchase all or a portion of the shares held by the WFOE Exchangeable Notes Holder at a price equal to the outstanding principal amount of the WFOE Exchangeable Notes plus interest rate of 3% per annum, if the Company failed to the consummation of Qualified IPO within seven-year anniversary of issuance date for each tranche of WFOE Exchangeable Notes, at the option of the WFOE Exchangeable Notes Holder.

The Founders Onshore Vehicle or its designated entity has the right to purchase 60% of the shares held by the WFOE Exchangeable Notes Holder at a price equal to the outstanding principal amount of the WFOE Exchangeable Notes plus interest rate of 8% per annum prior to the consummation of Qualified IPO.

The above three features are collectively referred to as the “Rights and Obligations provided by the Founders Onshore Vehicle”.

The guarantees and Rights and Obligations provided by the Founders Onshore Vehicle were accounted for as shareholder contributions at its estimated fair value at the respective issuance date of each tranche of loans. The fair value of the guarantees and Rights and Obligations provided by the Founders Onshore Vehicle was US$909 for the tranche issued in September 2023, US$8,135 for the tranches issued during the year ended December 31, 2022 and US$3,391 for the tranche issued in November 2021. The fair value of the guarantees and Rights and Obligations was treated as debt issuance cost and charged to the interest expenses in the consolidated and combined statements of comprehensive loss.

On April 27, 2023, the Company entered into a subscription agreement with the WFOE Exchangeable Notes Holder (the “Jingkai Subscription Agreement”), pursuant to which the WFOE Exchangeable Notes Holder has committed to subscribe for and purchase the Company’s ordinary shares for US$10.00 per share, for an investment amount of RMB2,600,000 (equivalent to US$367,092), which will be settled by the then outstanding principal amount of the WFOE Exchangeable Notes. Pursuant to Jingkai Subscription Agreement, the obligations of the parties to consummate the investment are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (a) all conditions precedent under the Merger Agreement having been satisfied or waived, and (b) all of the consents from, and filings and/or registrations with, applicable governmental authority as required by applicable PRC laws for the WFOE Exchangeable Notes Holder’s outbound direct investment in the Company shall have been duly obtained and completed (collectively as “Closing Conditions”). The Jingkai Subscription Agreement shall terminate upon the earlier to occur of (a) termination of the Merger Agreement, and (b) March 15, 2024, or such later termination date of the Merger Agreement as agreed among the parties thereto, among other things.

Pursuant to the above agreements, the maturity dates of the WFOE Exchangeable Notes were extended to the earlier of March 15, 2024 and termination of the Merger Agreement. The Group evaluated the amendment in accordance with ASC 470 - 50, Modifications and Extinguishments, and concluded that the change in present values of the WFOE Exchangeable Notes before and after the amendment was less than 10%. Therefore, the Group determined the amendment did not represent an extinguishment. The fair value change arising from the modification of US$661 was reflected in the fair values of the WFOE Exchangeable Notes.

The Group elected the fair value option to account for the WFOE Exchangeable Notes, including the component related to accrued interest. The Group believes the fair value option best reflects the economics of the underlying transaction. The WFOE Exchangeable Notes were recognized at fair value at the issuance date and are measured subsequently at fair value. The changes in fair values of the WFOE Exchangeable Notes due to the instrument-specific credit risk of US$272, US$33 and US$132 were debited/(credited) to other comprehensive income (loss) and all other changes in fair values of US$737, US$13,162 and US$1,065 were recognized as “Changes in fair values of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes, excluding impact of instrument-specific credit risk” in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively.

The Group adopted a scenario-weighted average method to estimate the fair value of the WFOE Exchangeable Notes, based on an analysis of future values of the settlement of the obligation, assuming various outcomes. The probability weightings assigned to certain potential scenarios were based on management’s assessment of the probability of settlement of the liability in cash or shares and an assessment of the timing of settlement. In each scenario, the obligation valuation was based on the contractually agreed cash payment or equivalent equity discounted to each valuation date. The fair values of the WFOE Exchangeable Notes are estimated with the following key assumptions used:


	As of December 31,
	2023		2022
Risk-free interest rate	1.75	%	2.07	%
Discount rate	20.00	%	20.00	%
Probability of conversion	90.00	%	50.00% – 75.00	%
Bond yields	3.27%-4.06	%	7.35% – 7.76	%
Probability of occurrence of Qualified IPO	90.00	%	45.00	%

Lightning Speed Exchangeable Notes

In November 2022, the Company’s subsidiary, Hangzhou Lightning Speed Technology Co., Ltd. (“Lightning Speed”), entered into an exchangeable note agreement with an investor. Pursuant to the agreement, Lightning Speed is entitled to issue exchangeable notes (the “Lightning Speed Exchangeable Notes”) of RMB1,000,000 to obtain financing from the investor (the “Lightning Speed Exchangeable Notes Holder”). The repayments of the Lightning Speed Exchangeable Notes were guaranteed by the immediate shareholders of Lightning Speed, i.e., Sanya Lotus Venture Investment Limited Company (“Sanya Lotus”), a wholly owned subsidiary of the VIE, and Ningbo Weili Enterprise Management Consulting Partnership (Limited Partnership). The WFOE provide a joint and several liability guarantee for the Lightning Speed Exchangeable Notes.

In December 2022, Lightning Speed issued the first tranche of RMB500,000 (equivalent to US$71,792) to the Lightning Speed Exchangeable Notes Holder.

Each tranche of Lightning Speed Exchangeable Notes is scheduled to mature on the five-year anniversary date of issuance and bearing a simple interest rate of loan prime rate published by China Foreign Exchange Trade System (“LPR”). With the consent of the Lightning Speed Exchangeable Notes Holder, Lightning Speed can extend the term of each tranche of Lightning Speed Exchangeable Notes twice, but each extension shall not exceed one year. During the extension period, the interest on the outstanding principal of the Lightning Speed Exchangeable Notes is calculated at the simple interest rate of 110% of LPR All interests shall be paid at maturity.

During the period from the issuance date to the maturity date of each tranche of Lightning Speed Exchangeable Notes (subject to extension discussed above), the Lightning Speed Exchangeable Notes Holder is entitled to convert the whole or any portion of the outstanding principal amount of the Lightning Speed Exchangeable Notes into the shares of Lightning Speed based on the equity valuation of Lightning Speed, which is subject to further agreement by both parties, at the conversion date.

The Lightning Speed Exchangeable Notes Holder is entitled to request Lightning Speed to repay all outstanding principal and interests at maturity or if there is any occurrence of events of default by Lightning Speed. During the years ended December 31, 2023 and 2022, no default event was occurred.

The Group elected the fair value option to account for the Lightning Speed Exchangeable Notes, including the component related to accrued interest. The Group believes the fair value option best reflects the economics of the underlying transaction. The Lightning Speed Exchangeable Notes were recognized at fair value at the issuance date and are measured subsequently at fair value. The changes in fair values of the Lightning Speed Exchangeable Notes due to the instrument-specific credit risk of US$1,398, nil and nil were debited to other comprehensive income (loss) and all other changes in fair values of US$3,711, nil and nil were recognized as “Changes in fair values of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes, excluding impact of instrument-specific credit risk” in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively.

The Group adopted a scenario-weighted average method to estimate the fair value of the Lightning Speed Exchangeable Notes, based on an analysis of future values of the settlement of the obligation, assuming various outcomes. The probability weightings assigned to certain potential scenarios were based on management’s assessment of the probability of settlement of the liability in cash or shares and an assessment of the timing of settlement. In each scenario, the obligation valuation was based on the contractually agreed cash payment or equivalent equity discounted to each valuation date. The fair values of the Lightning Speed Exchangeable Notes are estimated with the following key assumptions used:


	As of December 31,
	2023		2022
Risk-free interest rates	2.08%-2.29	%	2.40% – 2.60	%
Probability of conversion	75.00	%	75.00	%
Bond yield	4.03	%	7.11	%

DESCRIPTION OF BUSINESS AND ORGANIZATION - Summarized Statement of assets and liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
VIEs
Cash		$ 1
Inventories	$ 265,190	22,703
Total current assets	883,712	823,463
Property, equipment and software, net	354,617	253,471
Operating lease right-of-use assets	173,103	158,724
Total assets	1,584,678	1,371,952
Mandatorily redeemable noncontrolling interest (including mandatorily redeemable noncontrolling interest of VIEs without recourse to the Company of nil and US$11,381 as of December 31, 2023 and 2022, respectively)		11,381
Total current liabilities	1,757,281	932,879
Exchangeable notes	75,678	71,792
Convertible notes	81,635	76,770
Total liabilities	2,411,850	1,456,558
Related party
VIEs
Prepayments and other current assets	28,744	8,732
Other non-current assets	2,706
Operating lease liabilities, non-current	12,064	170
Third parties
VIEs
Prepayments and other current assets	63,870	44,375
Other non-current assets	50,533	10,983
Operating lease liabilities, current	16,760	15,815
Operating lease liabilities, non-current	91,929	98,963
VIEs
VIEs
Cash		156,571
Inventories		108
Prepayments and other current assets		2,313
Total current assets		158,992
Property, equipment and software, net		14,189
Operating lease right-of-use assets		12,388
Other non-current assets		1,122
Total assets		186,691
Amounts due to inter-companies		10,551
Mandatorily redeemable noncontrolling interest (including mandatorily redeemable noncontrolling interest of VIEs without recourse to the Company of nil and US$11,381 as of December 31, 2023 and 2022, respectively)	0	11,381
Total current liabilities		58,703
Operating lease liabilities, non-current		1,662
Exchangeable notes		71,792
Convertible notes		76,770
Total liabilities		208,927
VIEs \| Financial guarantee by WFOE
VIEs
Exchangeable notes		71,792
Convertible notes		76,770
VIEs \| Related party
VIEs
Accrued expenses and other current liabilities		801
Operating lease liabilities, non-current	0	0
VIEs \| Third parties
VIEs
Operating lease liabilities, current	0	716
Accrued expenses and other current liabilities		35,254
Operating lease liabilities, non-current	$ 0	$ 1,662

SHORT-TERM BORROWINGS - THIRD PARTIES (Details) ¥ in Thousands, $ in Thousands		12 Months Ended
	Nov. 29, 2021	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)
SHORT-TERM BORROWINGS-THIRD PARTIES
Borrowings from banks		$ 226,772	$ 28,748
Loan term	1 year
Interest rate on short-term borrowings		3.90%	3.90%	3.90%	3.90%
Line of credit \| ¥				¥ 279,300	¥ 28,748
Unused portion \| ¥				¥ 14,119	¥ 0
Unsecured borrowings from a bank
SHORT-TERM BORROWINGS-THIRD PARTIES
Loan term		1 year	1 year
Unsecured borrowings from a bank \| PRC
SHORT-TERM BORROWINGS-THIRD PARTIES
Principal amount of debt		$ 481,176	$ 28,170
Variable interest rate		0.25%
Unsecured borrowings from a bank \| One-year loan prime rate ("LPR")
SHORT-TERM BORROWINGS-THIRD PARTIES
Principal amount of debt		$ 272,897
Variable interest rate		0.10%	0.25%

PRIVATE PLACEMENT

12 Months Ended

Dec. 31, 2023

CIK 0001841024 L Catterton Asia Acquisition Corp

PRIVATE PLACEMENT

NOTE 4. PRIVATE PLACEMENT

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,000,000 Private Placement Warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,500,000, in a private placement. Simultaneously with the closing of the exercise of the overallotment option, the Company completed the sale of an additional 486,784 Private Placement Warrants to the Sponsor, at a purchase price of $1.50 per Private Warrant, generating gross proceeds of $730,176. A portion of the proceeds from the sales of Private Placement Warrants were added to the proceeds from the IPO held in the Trust Account.

The Private Placement Warrants (including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or saleable until 30 days after the completion of the initial Business Combination and they will not be redeemable by the Company (except as described in Note 7) so long as they are held by the Sponsor or its permitted transferees. The Sponsor, or its permitted transferees, have the option to exercise the Private Placement Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units sold in the IPO.

ORGANIZATION AND BUSINESS OPERATIONS

12 Months Ended

Dec. 31, 2023

CIK 0001841024 L Catterton Asia Acquisition Corp

ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS

L Catterton Asia Acquisition Corp (the “Company”) was incorporated as a Cayman Islands exempted company on January 5, 2021. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses or entities (the “Business Combination”). The Company will not be limited to a particular industry or geographic region in its identification and acquisition of a target company except that we will not acquire any target company whose primary business is investing in oil or gas reserves or real estate.

As of December 31, 2023, the Company had not commenced any operations. All activity through December 31, 2023 relates to the Company’s formation, its Initial Public Offering (“IPO”), described below, and subsequent to the IPO, identifying and evaluating prospective acquisition targets for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The Company’s Sponsor is LCA Acquisition Sponsor, LP, a Cayman Islands limited partnership (the “Sponsor”).

On January 31, 2023, the Company, Lotus Technology Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands ( “Lotus Tech”), Lotus Temp Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Lotus Tech (“Merger Sub 1”), and Lotus EV Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Lotus Tech (“Merger Sub 2”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). See Note 6.

The registration statement for the Company’s IPO was declared effective on March 10, 2021 (the “Effective Date”). On March 15, 2021, the Company consummated the IPO of 25,000,000 units (the “Units” and, with respect to ordinary share included in the Units being offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the issuance and sale of 5,000,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Sponsor, generating gross proceeds of $7,500,000, which is discussed in Note 4.

Transaction costs amounted to $16,467,878 consisting of $5,730,175 of underwriting discount, $10,027,806 of deferred underwriting discount, and $709,897 of other offering costs.

Following the closing of the IPO on March 15, 2021, $250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Trust Account, and will only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association, and subject to the requirements of law and regulation, will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (i) to the Company, until the completion of the initial Business Combination, or (ii) to the Company’s Public Shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations described herein, (b) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company does not complete its initial Business Combination prior to the extended liquidation date, discussed below, or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares, and (c) the redemption of the Public Shares if the Company has not consummated its Business Combination with the Combination Period, subject to applicable law. Public Shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed.

The Company will provide shareholders (the “Public Shareholders”) of its Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s income taxes, if any, divided by the number of the then-outstanding Public Shares. The amount in the Trust Account is $10.00 per Public Share. The per share amount the Company will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters.

These Public Shares were classified as temporary equity upon the completion of the IPO in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 and the approval of an ordinary resolution.

On March 10, 2023, the Company held the Extraordinary General Meeting for its shareholders, at which the shareholders approved the amendment the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) to the second amended and restated memorandum and articles of association to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, which we refer to as our initial business combination, (2) cease its operations except for the purpose of winding up if it fails to complete such initial business combination and (3) redeem all of the public shares sold in the Company’s IPO that was consummated on March 15, 2021 if it fails to complete such initial business combination, from March 15, 2023 (the “Original Termination Date”) to June 15, 2023 (the “Extended Date”) and to allow the board of directors of the Company (“the Board”), without another shareholder vote, to elect to further extend the date to consummate an initial business combination after the Extended Date up to nine times, by an additional month each time, upon five days’ advance written notice prior to the applicable deadline, up to March 15, 2024 (the “Additional Extension Date”) or such earlier date as determined by the Board in its sole discretion (the “Extension”). As a result of the approval of the Extension and the implementation of the Extension, the Sponsor or its designee(s) or affiliate(s) (the “Lender”) shall contribute to the Company as a loan (each loan being referred to herein as a “Contribution”), which was (i) the lesser of (a) $990,000 or (b) $0.09 for each public share that has not been redeemed in accordance with the terms of the Charter for the three-month extension from the Original Termination Date to the Extended Date (the “Initial Extension Contribution”); and thereafter, to the extent necessary and as applicable, shall contribute (ii) the lesser of (a) $330,000 and (b) $0.03 into the trust account for each public share that has not been redeemed in accordance with the terms of the Charter for each subsequent one-month extension from the Extended Date to the Additional Extension Date (the “Subsequent Extension Contribution”) until the earlier of (i) the date of the extraordinary general meeting held in connection with a shareholder vote to approve an initial business combination, and (ii) the date that the Initial Extension Contribution and the Subsequent Extension Contribution for each subsequent one-month extension from the Extended Date to the Additional Extension Date, if applicable, have been loaned. Each Contribution will be deposited in the Trust Account within 5 business days of the beginning of the extended period which such Contribution is for. The Contribution(s) will bear no interest and will be repayable by the Company to the Lender upon consummation of an initial business combination. The loans will be forgiven by the Lender if the Company is unable to consummate an initial business combination except to the extent of any available funds held outside of the Trust Account.

In connection with the Extraordinary General Meeting, the holders of 6,867,252 of the Class A ordinary shares of the Company exercised their right to redeem their shares for cash at a redemption price of approximately $10.22 per share, for an aggregate redemption amount of approximately $70,200,754.

On June 5, 2023, the Board approved the extension of the Termination Date for one additional month to July 15, 2023 (the “Second Extension”), authorized the establishment of the extension committee as a committee of the Board (the “Extension Committee”) and delegated the power to approve further extensions of the Termination Date for up to eight additional one-month periods, from July 15, 2023 to March 15, 2024, to the Extension Committee. In connection with the monthly extensions, LCA Acquisition Sponsor, LP deposits into the trust account $330,000 per monthly extension. The Board approved the monthly extension through March 15, 2024.

The Company will have March 15, 2024 (the “Combination Period”) to complete the Business Combination. The Company has the option to extend the Combination Period by an additional month to March 15, 2024. However, if the Company is unable to complete a Business Combination during the Combination Period or during any extension period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

As a result of the approval of the Extension Proposal as described above, the Sponsor contributed to the Company $990,000 for the three-month extension from the Original Termination Date to the Extended Date.

On June 5, 2023, the Extension Committee approved the extension of the Termination Date for one additional month to July 15, 2023. In connection with the extension, the Sponsor deposited $330,000 into the trust account.

On July 5, 2023, the Extension Committee approved the extension of the Termination Date for one additional month to August 15, 2023. In connection with the extension, the Sponsor deposited $330,000 into the trust account.

On August 8, 2023, the Extension Committee approved the extension of the Termination Date for one additional month to September 15, 2023. In connection with the extension, the Sponsor deposited $330,000 into the trust account.

On September 5, 2023, the Extension Committee approved the extension of the Termination Date for one additional month to October 15, 2023. In connection with the extension, the Sponsor deposited $330,000 into the trust account.

On October 5, 2023, the Extension Committee approved the extension of the Termination Date for one additional month to November 15, 2023. In connection with the extension, the Sponsor deposited $330,000 into the trust account.

On November 6, 2023, the Extension Committee approved the extension of the Termination Date for one additional month to December 15, 2023. In connection with the extension, the Sponsor deposited $330,000 into the trust account.

On December 6, 2023, the Extension Committee approved the extension of the Termination Date for one additional month to January 15, 2024. In connection with the extension, the Sponsor deposited $330,000 into the trust account.

On January 4, 2024, the Extension Committee approved the extension of the Termination Date for one additional month to February 15, 2024. In connection with the extension, the Sponsor deposited $330,000 into the trust account.

On February 5, 2024, the Extension Committee approved the extension of the Termination Date for one additional month to March 15, 2024. In connection with the extension, the Sponsor deposited $330,000 into the trust account.

On November 13, 2023, the Company, the Founder Shareholders, and Lotus Tech entered into an Amendment to Sponsor Support Agreement (the “Amendment”). The Amendment reflects deletion of the Sponsor Shares Forfeiture Mechanism and provides that, in addition to the Sponsor Earn-Out Shares, all or a portion of (as reasonably determined by Lotus Tech in good faith) an additional 20% of the Sponsor Shares (the “Additional Sponsor Earn-Out Shares”) would become vested upon each occurrence of any vesting event within eighteen (18) months of the Closing. The vesting events for the Additional Sponsor Earn-Out Shares are (a) the commencement or official announcement of any additional Business Collaboration and (b) an approved commitment to invest in Lotus Tech or one of its subsidiaries by an investor introduced or facilitated by Sponsor or its affiliates. Any Additional Sponsor Earn-Out Shares that have not become vested by the end of such eighteen (18)-month period would be forfeited to Lotus Tech and cancelled.

Pursuant to the Merger Agreement, the Company has designated Anish Melwani, the Chairman and Chief Executive Officer of LVMH for North America and an independent director of the Company to be a director on the board of directors of Lotus Tech with effect immediately following the Closing (the “Appointment”). Lotus Tech has acknowledged and agreed that, upon the effectiveness of the Appointment, a Business Collaboration will have occurred and as a result, the Sponsor Earn-Out Shares are expected to become vested immediately following the Closing.

The Sponsor, officers and directors have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) that would modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the its Public Shares if the Company does not complete its initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A ordinary shares; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete an initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the prescribed timeframe, and (iv) vote their Founder Shares and Public Shares in favor of the Company’s initial Business Combination.

Liquidity and Going Concern

As of December 31, 2023, the Company had $4,523 in its operating bank account. As of December 31, 2023, the Company had a working capital deficit of $13,047,470.

As of December 31, 2022, the Company had $4,523 in its operating bank account. As of December 31, 2022, the Company had a working capital deficit of $3,810,427.

The Company’s liquidity needs up to its IPO were satisfied through a capital contribution from the Sponsor of $25,000 (see Note 5) for the founder shares and the loan under an unsecured promissory note from the Sponsor of up to $300,000 and offering costs and expenses paid for by related parties (see Note 5). Subsequent to the consummation of the IPO, the Company’s liquidity needs have been satisfied through the net proceeds from the consummation of the Private Placement not held in the Trust Account. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the officers and directors may, but are not obligated to, provide the Company with working capital loans. As of December 31, 2023, there were no amounts outstanding under any working capital loan.

The Company will be using the funds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company obtained a commitment from the Sponsor to fund any working capital needs of the Company at least one year from the issuance of these financial statements through loans of up to an aggregate of $500,000.

In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standard Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern, which is considered to be one year from the issuance of these financial statements. On February 22, 2024, the Company consummated its Business Combination, however, the liquidity condition of the Company remains unstable. The uncertainty around the Company’s ability to stabilize the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to raise additional capital in order to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The United States and global markets are experiencing volatility and disruption following the escalation of geopolitical tensions and the recent invasion of Ukraine by Russia in February 2022. In response to such invasion, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. The invasion of Ukraine by Russia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine is highly unpredictable, the conflict could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russian military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of cash on hand and cash at bank


	As of December 31,
	2023	2022
	US$	US$
Cash balances include deposits in:
Financial institutions in the mainland of the PRC
− Denominated in Chinese Renminbi (“RMB”)	381,890	547,301
− Denominated in United States Dollars (“US$”)	7,232	165,068
− Denominated in Great Britain Pound (“GBP”)	127	2,984
− Denominated in Euro Dollar (“EUR”)	361	347
Total cash balances held at the PRC financial institutions	389,610	715,700
Financial institutions in United Kingdom (“UK”)
− Denominated in GBP	11,871	5,778
− Denominated in USD	794	—
− Denominated in EUR	4,969	—
− Denominated in RMB	161	—
Total cash balances held at UK financial institutions	17,795	5,778
Financial institutions in Netherlands
− Denominated in GBP	11	18
− Denominated in EUR	5,035	8,899
− Denominated in other currencies	58	—
Total cash balances held at Netherlands financial institutions	5,104	8,917
Financial institutions in Germany
− Denominated in EUR	2,149	5,347
Total cash balances held at German financial institutions	2,149	5,347
Total cash balances held at financial institutions in other jurisdictions	4,283	862
Total cash balances held at financial institutions	418,941	736,604
Cash on hand	—	1
Total cash balances	418,941	736,605

Schedule of property, equipment and software, net


Machinery and R&D equipment		3 – 10 years
Molds and tooling		5 – 10 years
Motor vehicles		2 – 5 years
Office and electronic equipment		3 – 5 years
Purchased software		3 – 10 years
Leasehold improvements		The shorter of estimated useful life of the assets and lease terms

Schedule of movement of warranty reserve


		Year Ended
		December 31, 2023
Warranty at beginning of the year		—
Additions		8,492
Utilization		(1,499)
Foreign currency translation adjustment		29
Accrued warranty at end of the year		7,022
Including: Current portion of warranty		483
Non-current portion of warranty		6,539

Schedule of Concentration and Risk


	As of December 31,
	2023		2022

	proportion of total accounts
	receivable balance
Geely Group	22.09	%	95.00	%


	Year Ended December 31,
	2023		2022		2021

	proportion of total costs and expenses
Geely Group	74.95	%	39.28	%	74.96	%


	As of December 31,
	2023		2022

	proportion of total payables balance
Geely Group	65.96	%	38.29	%

OTHER NON-CURRENT LIABILITIES - THIRD PARTIES (Details) - USD ($)
$ in Thousands

Dec. 31, 2023

Dec. 31, 2022

OTHER NON-CURRENT LIABILITIES - THIRD PARTIES

Warranty provision

$ 6,539

Nonrelated Party

OTHER NON-CURRENT LIABILITIES - THIRD PARTIES

Deposits from third parties

19,210

$ 15,824

Conditional and refundable government grants (i)

^[1]

77,654

Warranty provision

6,539

Total

$ 103,403

$ 15,824

[1]

The Group was awarded grants from governments and conditional on the operation performance and tax contribution in certain specified regions in the next few years. The government grants have been received and recognized as other non-current liabilities, which will be released to government grants in the consolidated and combined statements of comprehensive loss when the conditions attached for operation performance and tax contribution are satisfied. As of December 31, 2023, the Group estimated that the conditions attached for operation performance and tax contribution would be not probable to be satisfied, thus the Group classify these liabilities as other non-current liabilities.

PUT OPTION LIABILITIES - Narrative (Details) - Put option agreements with Geely HK and Etika $ / shares in Units, $ in Thousands	Dec. 31, 2023 USD ($)	Jan. 31, 2023 USD ($) item $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
PUT OPTION LIABILITIES
Consideration		$ 0
Multiplication factor for calculation of pre-agreed price		1.15
Number of vehicles to be sold, pre-agreed condition \| item		5,000
Listing price per share \| $ / shares		$ 10
Fair value of put option liabilities		$ 9,376
Increase in fair value of the put option liabilities	$ 2,508		$ 0	$ 0

PUT OPTION LIABILITIES - Assumptions (Details) - Put option agreements with Geely HK and Etika - Level 3	Dec. 31, 2023
Risk-free interest rate
FAIR VALUE MEASUREMENT
Put option liabilities, measurement input	0.0487
Expected volatility
FAIR VALUE MEASUREMENT
Put option liabilities, measurement input	0.2633
Expected dividend yield
FAIR VALUE MEASUREMENT
Put option liabilities, measurement input	0.0000
Expected terms
FAIR VALUE MEASUREMENT
Put option liabilities, measurement input	1.5
Probability of exercise condition
FAIR VALUE MEASUREMENT
Put option liabilities, measurement input	0.5000
Fair value of underlying ordinary share of LGIL
FAIR VALUE MEASUREMENT
Put option liabilities, measurement input	0.81

DESCRIPTION OF BUSINESS AND ORGANIZATION - Merger and recaptilizaiton (Details) $ / shares in Units, $ in Thousands			12 Months Ended
	Feb. 22, 2024 USD ($) $ / shares shares	Feb. 15, 2024 shares	Dec. 31, 2021 USD ($)	Dec. 31, 2023
Class of Stock [Line Items]
Initial conversion ratio				1
Value of shares issued \| $			$ 311,770
Meritz Securities Co., Ltd
Class of Stock [Line Items]
Number of shares issued		50,000,000
PIPE Investors
Class of Stock [Line Items]
Number of shares issued		35,849,458
Lotus E V \| Lotus Technology Inc \| Subsequent events
Class of Stock [Line Items]
Number of shares issued	474,621,603
Recapitalization factor	0.2215
Initial conversion ratio	1
Number of shares recapitalized into ordinary shares	68,228,526
Number of ordinary shares to PIPE investors	35,849,458
Consideration for shares issued to PIPE investors \| $	$ 358,495
Lotus E V \| Lotus Technology Inc \| Meritz Securities Co., Ltd \| Subsequent events
Class of Stock [Line Items]
Number of shares issued	50,000,000
Value of shares issued \| $	$ 500,000
Gross proceeds deposited into treasury \| $	$ 500,000
Lotus E V \| Lotus Technology Inc \| LCAA \| Subsequent events
Class of Stock [Line Items]
Number of shares issued	8,427,821
Percentage of shares held by Sponsor remain unvested	20
Exercise price of warrants \| $ / shares	$ 11.50
Lotus E V \| Lotus Technology Inc \| Public shareholders \| Subsequent events
Class of Stock [Line Items]
Number of shares issued	1,265,103
Number of warrants issued	9,550,246
Lotus E V \| Lotus Technology Inc \| LCA Acquisition Sponsor LP \| Subsequent events
Class of Stock [Line Items]
Number of shares issued	7,087,718
Number of warrants issued	5,486,784
Lotus E V \| Lotus Technology Inc \| Directors and officers \| Subsequent events
Class of Stock [Line Items]
Number of shares issued	75,000
Lotus E V \| Lotus Technology Inc \| WFOE Exchangeable Notes \| Subsequent events
Class of Stock [Line Items]
Number of shares agreed to be issued following the settlement of debt	36,597,038
Lotus E V \| Lotus Technology Inc \| Momenta Note \| Subsequent events
Class of Stock [Line Items]
Ordinary shares issued pursuant to conversion Pre-IPO Notes	577,456
Lotus E V \| Lotus Technology Inc \| Pre-IPO Note \| Subsequent events
Class of Stock [Line Items]
Ordinary shares issued pursuant to conversion Pre-IPO Notes	2,433,912

RECURRING FAIR VALUE MEASUREMENTS - Company's assets that are measured at fair value on a recurring basis (Details) - CIK 0001841024 L Catterton Asia Acquisition Corp - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets:
U.S. Money Market held in Trust Account	$ 234,734,447	$ 290,664,460
Liabilities:
Warrants Liability	5,805,860	601,483
Recurring
Assets:
U.S. Money Market held in Trust Account	234,734,447	290,664,460
Liabilities:
Warrants Liability	5,805,860	601,483
Recurring \| Public Warrants Liability
Liabilities:
Warrants Liability	2,129,715	382,012
Recurring \| Private Placement Warrants Liability
Liabilities:
Warrants Liability	3,676,145	219,471
Level 1
Assets:
U.S. Money Market held in Trust Account	234,734,447
Liabilities:
Warrants Liability	2,129,715
Level 1 \| Public Warrants Liability
Liabilities:
Warrants Liability	2,129,715
Level 1 \| Recurring
Assets:
U.S. Money Market held in Trust Account		290,664,460
Liabilities:
Warrants Liability		382,012
Level 1 \| Recurring \| Public Warrants Liability
Liabilities:
Warrants Liability		382,012
Level 3
Liabilities:
Warrants Liability	3,676,145
Level 3 \| Private Placement Warrants Liability
Liabilities:
Warrants Liability	$ 3,676,145
Level 3 \| Recurring
Liabilities:
Warrants Liability		219,471
Level 3 \| Recurring \| Private Placement Warrants Liability
Liabilities:
Warrants Liability		$ 219,471

MANDATORILY REDEEMABLE NONCONTROLLING INTEREST

12 Months Ended

Dec. 31, 2023

MANDATORILY REDEEMABLE NONCONTROLLING INTEREST

MANDATORILY REDEEMABLE NONCONTROLLING INTEREST

18.MANDATORILY REDEEMABLE NONCONTROLLING INTEREST


		US$
Balance as of January 1, 2021		—
Issuance of mandatorily redeemable noncontrolling interest		6,299
Changes in fair values of mandatorily redeemable noncontrolling interest, excluding impact of instrument-specific credit risk		302
Changes in fair values of mandatorily redeemable noncontrolling interest due to the instrument-specific credit risk		13
Foreign currency translation adjustment		(21)
Balance as of December 31, 2021		6,593
Changes in fair values of mandatorily redeemable noncontrolling interest, excluding impact of instrument-specific credit risk		5,565
Changes in fair values of mandatorily redeemable noncontrolling interest due to the instrument-specific credit risk		(30)
Foreign currency translation adjustment		(747)
Balance as of December 31, 2022		11,381
Changes in fair values of mandatorily redeemable noncontrolling interest, excluding impact of instrument-specific credit risk		108
Redemption of mandatorily redeemable noncontrolling interest		(11,554)
Foreign currency translation adjustment		65
Balance as of December 31, 2023		—

On November 12, 2021, the Company’s VIE and Momenta (Suzhou) Technology Limited Company (“Momenta”) incorporated Ningbo Robotics. The VIE and Momenta hold 60% and 40% equity interest and invested US$9,449 and US$6,299 in Ningbo Robotics, respectively.

Pursuant to the shareholder agreement entered by the VIE and Momenta:

If there is any disagreement or disputes arising between Ningbo Robotics and Momenta, Momenta has the right to require WFOE or VIE or the entity designated by WFOE or VIE to acquire the 40% equity interest in Ningbo Robotics at the consideration of RMB40,000 in cash.

Momenta is required to sell its 40% equity interest in Ningbo Robotics to WFOE or VIE or the entity designated by WFOE or VIE no later than the third anniversary date of the incorporation of Ningbo Robotics. The redemption price between the date of incorporation and the first anniversary of Ningbo Robotics is RMB40,000, between the first anniversary and the second anniversary of the incorporation Ningbo Robotics is RMB80,000, and between the second anniversary and the third anniversary of the incorporation Ningbo Robotics is RMB120,000. At the sole discretion of Momenta, Momenta is entitled to elect either to redeem in cash or exchange for the Company’s shares with the equivalent monetary value.

If the Company’s Board of Directors approved the Company’s Qualified IPO within the third anniversary date of the incorporation of Ningbo Robotics, Momenta is required to sell its 40% equity interest in Ningbo Robotics at the consideration same as the mechanism mentioned in 2). At the sole discretion of Momenta, Momenta is entitled to elect either to redeem in cash or exchange for the Company’s shares with the equivalent monetary value.

In March 2022, the VIE transfers its 60% equity interest of Ningbo Robotics to its wholly owned subsidiary, Sanya Lotus.

The Group is contractually obligated to repurchase the 40% noncontrolling interests (“NCI”) held by Momenta within the three years from its incorporation. The NCI, together with the embedded repurchase contract, is accounted for as a liability and recorded as “Mandatorily redeemable noncontrolling interest” in the Company’s consolidated balance sheets.

On April 28, 2023, the Group and Momenta entered into an agreement, pursuant to which, the Group redeemed Momenta’s 40% equity interest in Ningbo Robotics for a cash consideration of RMB80,000 (equivalent to US$11,554) pursuant to Momenta’s redemption right under the shareholders’ agreement of Ningbo Robotics (the “Robotics Redemption”). As mentioned in note 15, on May 30, 2023, the Company issued a convertible note to Momenta Global Limited, a related party of Momenta, following the Robotics Redemption.

The Group elected the fair value option to account for the mandatorily redeemable noncontrolling interest. The Group believes the fair value option best reflects the economics of the underlying transaction. Changes in fair values due to the instrument-specific credit risk of nil, US$30 and US$13 were debited/ (credited) in other comprehensive income (loss) and all other changes in fair values of US$108, US$5,565 and US$302 were recognized as “Changes in fair values of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes, excluding impact of instrument-specific credit risk” in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively.

Upon redemption, the accumulated recognized other comprehensive income (loss) relating to fair value changes of the mandatorily redeemable noncontrolling interest due to instrument-specific credit risk of US$17 was recycled to the consolidated and combined statements of comprehensive loss.

The Group adopted a scenario-weighted average method to determine the fair value of the mandatorily redeemable noncontrolling interest, based on an analysis of future values of the settlement of the obligation, assuming various outcomes. The probability weightings assigned to certain potential scenarios were based on management’s assessment of the probability of settlement of the liability in cash or shares and an assessment of the timing of settlement. In each scenario, the obligation valuation was based on the contractually agreed cash payment or equivalent equity discounted to each valuation date. The fair value of the mandatorily redeemable noncontrolling interest is estimated with the following key assumptions used:


	As of December 31,
	2022
Discount rate	19.00	%
Bond yields	6.74% – 7.37	%
Expected terms	0.33-1.86

BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 418,941,000	$ 736,605,000
Total current assets	883,712,000	823,463,000
Total assets	1,584,678,000	1,371,952,000
Current liabilities
Total current liabilities	1,757,281,000	932,879,000
Total liabilities	2,411,850,000	1,456,558,000
COMMITMENTS AND CONTINGENCIES (Note 6)
Shareholders' equity (deficit)
Ordinary shares (US$0.00001 par value per share, 5,000,000,000 shares authorized as of December 31, 2023 and 2022; 474,621,603 shares issued and outstanding as of December 31, 2023 and 2022)	21,000	21,000
Additional paid-in capital	358,187,000	403,103,000
Accumulated deficit	(1,588,773,000)	(846,757,000)
Total shareholders' deficit attributable to ordinary shareholders	(1,205,298,000)	(452,373,000)
Total liabilities, mezzanine equity and shareholders' deficit	1,584,678,000	1,371,952,000
CIK 0001841024 L Catterton Asia Acquisition Corp
Current assets
Cash	4,523	4,523
Prepaid expenses	1,667	73,008
Total current assets	6,190	77,531
Marketable securities held in Trust Account	234,734,447	290,664,460
Total assets	234,740,637	290,741,991
Current liabilities
Accounts payable and accrued expenses	4,845,593	1,779,602
Total current liabilities	13,053,660	3,887,958
Deferred underwriting fee		10,027,806
Warrant liability	5,805,860	601,483
Total liabilities	18,859,520	14,517,247
COMMITMENTS AND CONTINGENCIES (Note 6)
Class A ordinary shares subject to possible redemption, 21,783,622 and 28,650,874 shares at December 31, 2023 and 2022, respectively	234,734,446	290,664,459
Shareholders' equity (deficit)
Preference shares, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding
Additional paid-in capital	4,021,878
Accumulated deficit	(22,875,924)	(14,440,432)
Total shareholders' deficit attributable to ordinary shareholders	(18,853,329)	(14,439,715)
Total liabilities, mezzanine equity and shareholders' deficit	234,740,637	290,741,991
Related party \| CIK 0001841024 L Catterton Asia Acquisition Corp
Current liabilities
Due to related party	8,208,067	2,108,356
Class A ordinary shares subject to possible redemption \| CIK 0001841024 L Catterton Asia Acquisition Corp
Current liabilities
Class A ordinary shares subject to possible redemption, 21,783,622 and 28,650,874 shares at December 31, 2023 and 2022, respectively	234,734,446	290,664,459
Class B ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
Shareholders' equity (deficit)
Ordinary shares (US$0.00001 par value per share, 5,000,000,000 shares authorized as of December 31, 2023 and 2022; 474,621,603 shares issued and outstanding as of December 31, 2023 and 2022)	$ 717	$ 717

REVENUES

12 Months Ended

Dec. 31, 2023

REVENUES

REVENUES

25.

REVENUES

The Group’s revenues are disaggregated by service lines as follows:


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Service line
Sales of goods – third parties
– BEV lifestyle models	464,172	—	—
– Sports cars	183,160	828	369
– Others	9,394	335	—
	656,726	1,163	369
Sales of goods – related parties
– BEV lifestyle models	1,093	—	—
– Sports cars	951	—	—
– Others	1,388	23	—
	3,432	23	—
Subtotal	660,158	1,186	369
Services
– related parties	12,573	8,344	3,280
– third parties	6,277	27	38
Subtotal	18,850	8,371	3,318
Total revenues	679,008	9,557	3,687

Geographic information

The following summarizes the Group’s revenues by geographic areas (based on the locations of customers):


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Chinese mainland	419,448	8,816	3,109
UK	83,827	437	439
Japan	26,390	—	—
Australia	20,335	—	—
Belgium	20,701	—	—
France	16,341	—	—
Italy	14,650	—	—
Germany	15,904	—	—
Netherlands	13,729	—	—
Others	47,683	304	139
Revenues	679,008	9,557	3,687

Contract Liabilities


	As of December 31,
	2023	2022
	US$	US$
Current liabilities
– Contract liabilities – third parties	44,184	7,843
– Contract liabilities – related parties*	1	8
Non-current liabilities
– Contract liabilities – third parties	6,245	—
Contract liabilities, current and non-current	50,430	7,851

*	This item is included in accrued expenses and other current liabilities — related parties in the consolidated balance sheets as of December 31, 2023 and 2022.

Among the balance of contract liabilities of US$7,851 as of December 31, 2022, US$ 5,438 was recognized as revenue during the year ended December 31, 2023.

The contract liabilities relate to up-front payments from the Group’s customers for purchase of vehicles or services in advance of transfer of the control of the products and services under the contract. Amounts that are expected to be recognized as revenues within one-year are included as current contract liabilities with the remaining balance recognized as other non-current liabilities.

The Group expects that US$333,985 of transaction price allocated to unsatisfied performance obligation as of December 31, 2023 will be recognized as revenues within one year. The remaining US$12,067 will be recognized over the remaining contract periods over 1 to 10 years.

The Group has elected, as a practical expedient, not to disclose the transaction price allocated to unsatisfied or partially unsatisfied performance obligations that are part of a contract that has an original expected duration of one year or less.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Operating loss	$ (735,939,000)	$ (687,413,000)
Other income:
Net loss attributable to ordinary shareholders	$ (742,001,000)	$ (723,921,000)
Weighted average number of ordinary shares, basic (in shares)	474,621,603	475,805,054
Weighted average number of ordinary shares, diluted (in shares)	474,621,603	475,805,054
Loss per ordinary share - Basic	$ (1.60)	$ (1.52)
Loss per ordinary share - Diluted	$ (1.60)	$ (1.52)
CIK 0001841024 L Catterton Asia Acquisition Corp
Formation and operating costs	$ 5,937,043	$ 4,570,857
Operating loss	(5,937,043)	(4,570,857)
Other income:
Interest earned on marketable securities held in Trust Account	10,970,741	4,132,759
Reduction in deferred underwriter fees	423,508
Change in fair value of warrant liability	(5,204,377)	11,277,806
Total other income, net	6,189,872	15,410,565
Net loss attributable to ordinary shareholders	252,829	10,839,708
Related party \| CIK 0001841024 L Catterton Asia Acquisition Corp
Formation and operating costs	$ 120,000	$ 120,000
Class A Ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
Other income:
Weighted average number of ordinary shares, basic (in shares)	23,063,000	28,650,874
Weighted average number of ordinary shares, diluted (in shares)	23,063,000	28,650,874
Loss per ordinary share - Basic	$ 0.01	$ 0.30
Loss per ordinary share - Diluted	$ 0.01	$ 0.30
Class B Ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
Other income:
Weighted average number of ordinary shares, basic (in shares)	7,162,718	7,162,718
Weighted average number of ordinary shares, diluted (in shares)	7,162,718	7,162,718
Loss per ordinary share - Basic	$ 0.01	$ 0.30
Loss per ordinary share - Diluted	$ 0.01	$ 0.30

PIPE Investments (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Feb. 15, 2024	Nov. 16, 2023	Nov. 15, 2023	Dec. 31, 2023
PIPE Investments
Refundable deposits in connection with the PIPE investments				$ 9,699
PIPE Investors
PIPE Investments
Number of shares issued	35,849,458
Meritz subscription agreements and PIPE subscription agreements
PIPE Investments
Number of shares issued				0
Meritz Subscription Agreement
PIPE Investments
Number of shares agreed to issue			50,000,000
Agreed investment amount			$ 500,000
Threshold period for deposit in restricted securities account			2 days
Internal rate of return on investments			12.50%
Share price			$ 14.00
Meritz Subscription Agreement \| U.S. treasury bonds
PIPE Investments
Aggregate outstanding principal deposited in restricted securities account		$ 325,000
Meritz Subscription Agreement \| U.S. treasury bills
PIPE Investments
Aggregate outstanding principal deposited in restricted securities account			$ 175,000
PIPE Subscription Agreements
PIPE Investments
Share price				$ 10.00
Refundable deposits in connection with the PIPE investments				$ 10,000
Investment interest rate				8.00%
PIPE Subscription Agreements \| Geely
PIPE Investments
Agreed investment amount				$ 127,500
PIPE Subscription Agreements \| Etika
PIPE Investments
Agreed investment amount				122,500
PIPE Subscription Agreements \| PIPE Investors
PIPE Investments
Agreed investment amount	$ 15,000			$ 94,713
Share price	$ 10.00

COMMITMENTS AND CONTINGENCIES - Purchase commitment (Details) - purchase commitment related to vehicles, research and development services and other operating expenses $ in Thousands	Dec. 31, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES
Less than one year	$ 179,490
More than one year	2,511
Total	$ 182,001

REVENUES - Contract liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
REVENUES
Contract liabilities - related parties	$ 1	$ 8
Contract liabilities	50,430	7,851
Third parties
REVENUES
Contract liabilities, current	44,184	7,843
Contract liabilities, non-current	6,245
Related parties
REVENUES
Contract liabilities - related parties	1	8
Contract liabilities	$ 1	$ 8

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Nov. 04, 2021
INTANGIBLE ASSETS
Trademark licenses with indefinite useful lives	$ 116,083	$ 116,083	$ 116,041
License plates with indefinite useful lives	277	281
Intangible assets	$ 116,360	$ 116,364

CONVERTIBLE NOTES - Series Pre-A Note (Details) ¥ in Thousands, $ in Thousands			1 Months Ended	12 Months Ended
	Feb. 28, 2022 shares	Nov. 29, 2021 USD ($)	Dec. 31, 2021 CNY (¥)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Nov. 29, 2021 CNY (¥)
EXCHANGEABLE NOTES
Term of the debt instrument		1 year
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk				$ 4,448	$ 13,162	$ 1,065
Changes in fair values of convertible notes due to the instrument-specific credit risk				$ 1,670	$ 33	$ (132)
Series Pre-A Note
EXCHANGEABLE NOTES
Term of the debt instrument		1 year
Aggregate principal amount of loan		$ 23,445					¥ 150,000
Interest rate		8.00%					8.00%
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk \| ¥			¥ 0
Conversion of shares \| shares	5,332,827

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
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-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

PROPERTY, EQUIPMENT AND SOFTWARE, NET (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software	$ 298,106	$ 202,153
Less: Accumulated depreciation	(66,258)	(15,455)
Construction in progress	122,769	66,773
Property, equipment and software, net	354,617	253,471
Machinery and R&D equipment
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software	26,551	16,997
Molds and tooling
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software	84,367	79,963
Motor vehicles
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software	50,935	15,586
Office and electronic equipment
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software	32,325	17,271
Purchased software
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software	68,422	49,905
Leasehold improvements
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software	$ 35,506	$ 22,431

FAIR VALUE MEASUREMENT (Tables)

12 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENT

Schedule of major financial instruments measured at fair value, by level within the fair value hierarchy


		Fair Value Measurement at Reporting Date Using
		Quoted Prices	Significant
		in Active	Other	Significant
	Fair Value as of	Markets for	Observable	Unobservable
	December 31,	Identical Assets	Inputs	Inputs
	2023	(Level 1)	(Level 2)	(Level 3)
	US$	US$	US$	US$
Assets
Investment securities	3,326	3,326	—	—
Derivative asset	67	—	67	—
Liabilities
Put option liabilities	11,884	—	—	11,884
Convertible notes	101,912	—	—	101,912
Exchangeable notes	454,316	—	—	454,316


		Fair Value Measurement at Reporting Date Using
		Quoted Prices	Significant
		in Active	Other	Significant
	Fair Value as of	Markets for	Observable	Unobservable
	December 31,	Identical Assets	Inputs	Inputs
	2022	(Level 1)	(Level 2)	(Level 3)
	US$	US$	US$	US$
Assets
Investment securities	8,411	8,411	—	—
Liabilities
Convertible notes	76,770	—	—	76,770
Exchangeable notes	427,112	—	—	427,112
Mandatorily redeemable noncontrolling interest	11,381	—	—	11,381

SHARE-BASED COMPENSATION - Schedule of share options activities (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of shares
Outstanding, Beginning balance	10,378,710	0
Granted	775,561	10,378,710
Forfeited	(1,081,038)
Outstanding, Ending balance	10,073,233	10,378,710
Weighted average exercise price
Outstanding, Beginning balance	$ 2.89	$ 0
Granted	2.89	2.89
Forfeited	2.89
Outstanding, Ending balance	2.89	2.89
Weighted average grant-date fair value
Outstanding, Beginning balance	1.90	0
Granted	4.83	1.90
Forfeited	2.21
Outstanding, Ending balance	$ 2.08	$ 1.90
Weighted remaining contractual years
Weighted remaining contractual years	8 years 9 months 25 days
Aggregate intrinsic value
Outstanding, Beginning balance
Outstanding, Ending balance	$ 60,831

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net Loss	$ (750,255)	$ (724,563)	$ (110,531)
Net cash used in operating activities	(386,932)	(351,419)	(126,505)
Accumulated deficit	(1,588,773)	(846,757)
Net current liabilities	(873,569)
Inventory write-downs	1,668	0	0
Impairment losses	0	0	0
Advertising expenditures	150,920	90,431	21,207
Government grants	4,077	870	233
Employee social benefits	46,969	36,534	$ 15,324
Restricted net assets	$ 160,651	$ 85,164

SHORT-TERM BORROWINGS - THIRD PARTIES

12 Months Ended

Dec. 31, 2023

SHORT-TERM BORROWINGS - THIRD PARTIES

SHORT-TERM BORROWINGS-THIRD PARTIES

10.

SHORT-TERM BORROWINGS — THIRD PARTIES

Short-term borrowings — third parties consisted of the following:


	As of December 31,
	2023	2022
	US$	US$
Borrowings from banks	226,772	28,748

During the year ended December 31, 2023, the Group borrowed loans due within one year or less with aggregated principal amounts of US$481,176 from banks in Chinese mainland, bearing an interest rate of one-year loan prime rate (“LPR”) published by China Foreign Exchange Trade System at the date of utilization plus 0.10% to 0.25% per annum. The interests shall be repaid quarterly or monthly. During the year ended December 31, 2023, the Group repaid loans with principal amount of US$272,897.

During the year ended December 31, 2022, the Group borrowed one-year loans with aggregated principal amounts of US$28,170 from a bank in the Chinese mainland, bearing an interest rate of one-year LPR published by China Foreign Exchange Trade System plus 0.25% per annum. The interests shall be repaid quarterly.

The weighted average interest rate on short-term borrowings outstanding as of December 31, 2023 and 2022 is 3.90% and 3.90%, respectively.

As of December 31, 2023 and 2022, the Group had a total line of credit in the amount of US$279,300 and US$28,748, of which the unused portion was US$14,119 and nil, respectively.

ORGANIZATION AND BUSINESS OPERATIONS (Details)																12 Months Ended
ORGANIZATION AND BUSINESS OPERATIONS (Details)	Feb. 05, 2024 USD ($)	Jan. 04, 2024 USD ($)	Dec. 06, 2023 USD ($)	Nov. 13, 2023	Nov. 06, 2023 USD ($)	Oct. 05, 2023 USD ($)	Sep. 05, 2023 USD ($)	Aug. 08, 2023 USD ($)	Jul. 15, 2023 USD ($) item	Jul. 05, 2023 USD ($)	Jun. 15, 2023	Jun. 05, 2023 USD ($)	Mar. 10, 2023 USD ($) D item $ / shares shares	Mar. 24, 2021 USD ($)	Mar. 15, 2021 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares	Dec. 31, 2021 USD ($)
PIPE Investments
Operating bank account balance																$ 418,941,000	$ 736,605,000	$ 531,452,000
Ordinary shares, par value, (in dollars per share) \| $ / shares																$ 0.00001	$ 0.00001
CIK 0001841024 L Catterton Asia Acquisition Corp
PIPE Investments
Deferred underwriting fee																	$ 10,027,806
Operating bank account balance																$ 4,523	$ 4,523
Condition for future business combination number of businesses minimum																1
Obligation to redeem Public Shares if entity does not complete a Business Combination (as a percent)																100.00%
Threshold business days for redemption of public shares																10 days
Redemption of shares calculated based on business days prior to consummation of business combination (in days)																2 days
Amount in the Trust Account per public share \| $ / shares																$ 10.00
Interest to pay dissolution expenses																$ 100,000
Minimum net tangible assets upon consummation of business combination																$ 5,000,001
Number of times allowed for extension after Extended date \| item									8
Sponsor deposited to trust account per month									$ 330,000
Amount contributed by sponsor for extension of term to complete initial business combination													$ 990,000
Amount deposited into trust account by sponsor for extension of term to complete initial business combination			$ 330,000		$ 330,000	$ 330,000	$ 330,000	$ 330,000		$ 330,000		$ 330,000
Period of subsequent extension contribution			1 month		1 month	1 month	1 month	1 month		1 month	1 month	1 month	3 months
Vesting period (in months)				18 months
Additional sponsor earn-out shares (in percent)				20.00%
CIK 0001841024 L Catterton Asia Acquisition Corp \| Subsequent Events
PIPE Investments
Amount deposited into trust account by sponsor for extension of term to complete initial business combination	$ 330,000	$ 330,000
Period of subsequent extension contribution	1 month	1 month
Class A Ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
PIPE Investments
Ordinary shares, par value, (in dollars per share) \| $ / shares																$ 0.0001	$ 0.0001
Number of times allowed for extension after Extended date \| item													9
Class A Ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp \| Subsequent Events
PIPE Investments
Period of advance written notice													5 days
Number of business days required for deposit \| D													5
Interest payable													$ 0
Shares exercised to redeem \| shares													6,867,252
Redemption price per share \| $ / shares													$ 10.22
Aggregate redemption amount													$ 70,200,754
Class A Ordinary shares \| Contribution Condition, One \| CIK 0001841024 L Catterton Asia Acquisition Corp \| Subsequent Events
PIPE Investments
Sponsor deposited to trust account per month													$ 990,000
Maximum contribution amount for each public share \| $ / shares													$ 0.09
Period of Initial Extension Contribution													3 months
Class A Ordinary shares \| Contribution Condition, Two \| CIK 0001841024 L Catterton Asia Acquisition Corp \| Subsequent Events
PIPE Investments
Sponsor deposited to trust account per month													$ 330,000
Maximum contribution amount for each public share \| $ / shares													$ 0.03
Period of subsequent extension contribution													1 month
Private Placement Warrants Liability \| CIK 0001841024 L Catterton Asia Acquisition Corp
PIPE Investments
Number of warrants to purchase shares issued \| shares															5,000,000
Price of warrants \| $ / shares															$ 1.50	$ 1.50
Initial Public Offering \| CIK 0001841024 L Catterton Asia Acquisition Corp
PIPE Investments
Number of units sold \| shares															25,000,000
Share price \| $ / shares \| $ / shares															$ 10.00
Proceeds from issuance initial public offering															$ 250,000,000
Transaction costs																$ 16,467,878
Underwriting fees																5,730,175
Deferred underwriting fee																10,027,806
Other offering costs																$ 709,897
Payments for investment of cash in Trust Account															250,000,000
Private Placement \| CIK 0001841024 L Catterton Asia Acquisition Corp
PIPE Investments
Aggregate purchase price															$ 7,500,000
Private Placement \| Private Placement Warrants Liability \| CIK 0001841024 L Catterton Asia Acquisition Corp
PIPE Investments
Number of warrants to purchase shares issued \| shares																5,000,000
Aggregate purchase price														$ 730,176

ORDINARY SHARES (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands							12 Months Ended
	Mar. 18, 2022 USD ($) $ / shares shares	Dec. 24, 2021 USD ($) shares	Nov. 11, 2021 USD ($) $ / shares shares	Nov. 04, 2021 shares	Sep. 24, 2021 CNY (¥)	Aug. 09, 2021 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Sep. 24, 2021 $ / shares
ORDINARY SHARES
Common shares, shares authorized			5,000,000,000				5,000,000,000	5,000,000,000
Common shares, par value (in dollars per share) \| $ / shares							$ 0.00001	$ 0.00001
Value of shares issued \| $									$ 311,770
Number of shares redesignated from ordinary shares								5,332,827
Re-designation of ordinary share into preferred shares \| $								$ 23,650
Percentage of equity interest acquired							100.00%
Total consideration \| $							$ 5,059	$ 3,114
Common shares, shares issued							474,621,603	474,621,603
Common shares, shares outstanding							474,621,603	474,621,603
Common Stock, Authorized Price per Share \| $ / shares			$ 0.00001							$ 50
Series PreA Redeemable Convertible Preferred Shares [Member] \| Pre A Investor B
ORDINARY SHARES
Number of shares redesignated from ordinary shares	5,332,827
Number of per shares redesignated from ordinary shares \| $ / shares	$ 4.43
Re-designation of ordinary share into preferred shares \| $	$ 23,650
Lotus Technology International Investment Limited
ORDINARY SHARES
Value of shares issued \| $			$ 67,566
Geely holding \| Lotus Technology International Investment Limited
ORDINARY SHARES
Ownership interest held (as a percent)			100.00%
Etika \| Lotus Technology International Investment Limited
ORDINARY SHARES
Value of shares issued \| $		$ 116,041
Founders Offshore Vehicle
ORDINARY SHARES
Number of shares issued						191,981,772
Price per share \| $ / shares						$ 0.70
Value of shares issued \| $						$ 133,683
Lotus Technology International Investment Limited
ORDINARY SHARES
Number of shares issued			95,990,886				95,990,886
Price per share \| $ / shares			$ 0.70
Percentage of equity interest acquired			100.00%
WFOE \| Geely holding
ORDINARY SHARES
Percentage of equity interest acquired					22.22%
WFOE \| Etika
ORDINARY SHARES
Percentage of equity interest acquired					33.33%
Total consideration			$ 100,690		¥ 650,100
Etika
ORDINARY SHARES
Number of shares issued			143,986,329
Lotus HK
ORDINARY SHARES
Percentage of equity interest acquired			100.00%
LGIL
ORDINARY SHARES
Number of shares issued		47,995,443		47,995,443

ACCOUNT RECEIVABLES - THIRD PARTIES, NET (Tables)

12 Months Ended

Dec. 31, 2023

ACCOUNT RECEIVABLES - THIRD PARTIES, NET

Schedule of accounts receivable - third parties, net


	As of December 31,
	2023	2022
	US$	US$
Accounts receivable-third parties	77,047	111
Less: Allowance for credit losses	(383)	—
Total	76,664	111


		US$
Balance as of December 31, 2022		—
Impact of adoption of ASC 326		1
Balance as of January 1, 2023		1
Provisions		374
Foreign currency translation adjustment		8
Balance as of December 31, 2023		383

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - THIRD PARTIES

12 Months Ended

Dec. 31, 2023

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - THIRD PARTIES

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - THIRD PARTIES

11.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES — THIRD PARTIES

Accrued expenses and other current liabilities — third parties consisted of the following:


	As of December 31,
	2023	2022
	US$	US$
Accrued salaries and benefits	68,160	46,362
Payables for R&D expenses	75,578	83,261
Payables for marketing events	48,190	47,729
Payables for purchase of property, equipment and software	51,278	88,286
Refundable deposits from customers	27,007	3,410
Deposits from third parties(i)	19,608	4,684
VAT and other taxes payables	23,190	4,843
Payables for service fees	33,229	21,176
Bank acceptance notes and letter of credit	38,290	11,025
Refundable deposits in connection with the PIPE investments	9,699	—
Others	25,193	12,523
Total	419,422	323,299

(i)	Represents short -term deposits from third party suppliers.

PUT OPTION LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2023

PUT OPTION LIABILITIES

Schedule of roll forward of put option liabilities


		US$
Balance as of December 31, 2022		—
Issuance of put options		9,376
Change in fair values		2,508
Balance as of December 31, 2023		11,884

Schedule of assumption used for fair value of the put option liabilities using the scenario-weighted average method with binominal model


	As of December 31, 2023
Risk‑free interest rate	4.87	%
Expected volatility	26.33	%
Expected dividend yield	0.00	%
Remaining term	1.5	years
Probability of exercise condition	50.00	%
Fair value of underlying ordinary share of LGIL	US$0.81

INITIAL PUBLIC OFFERING

12 Months Ended

Dec. 31, 2023

CIK 0001841024 L Catterton Asia Acquisition Corp

INITIAL PUBLIC OFFERING

NOTE 3. INITIAL PUBLIC OFFERING

Pursuant to the IPO on March 15, 2021, the Company sold 25,000,000 Units at a price of $10.00 per Unit, generating gross proceeds of $250,000,000. Each Unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7).

INCOME TAX - Component of loss before income tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Loss before income tax	$ (749,142)	$ (724,271)	$ (108,678)
Total current tax provision	1,113	292	1,637
Total deferred tax expense	(126)		216
Actual income tax expense	1,113	292	1,853
The PRC, excluding Hong Kong
INCOME TAX
Loss before income tax	(514,816)	(652,302)	(113,598)
Total current tax provision	727	73	852
Germany
INCOME TAX
Loss before income tax	(5,370)	801	2,060
Total current tax provision	332	400	603
UK
INCOME TAX
Loss before income tax	(166,174)	821	2,415
Total current tax provision		(187)	182
Total deferred tax expense			216
Netherlands
INCOME TAX
Loss before income tax	(46,774)	(47,710)	(1,415)
Cayman Islands
INCOME TAX
Loss before income tax	(4,383)	(25,598)	$ 1,860
Hong Kong
INCOME TAX
Loss before income tax	(1,859)	78
Others
INCOME TAX
Loss before income tax	(9,766)	(361)
Total current tax provision	$ 54	$ 6

COMMITMENTS AND CONTINGENCIES (Details) - CIK 0001841024 L Catterton Asia Acquisition Corp			12 Months Ended
	Mar. 24, 2021 USD ($) shares	Mar. 15, 2021 USD ($) shares	Dec. 31, 2023 item shares	Jan. 31, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES
Maximum number of demands for registration of securities \| item			3
Initial Public Offering
COMMITMENTS AND CONTINGENCIES
Number of units sold \| shares		25,000,000
Over-allotment option
COMMITMENTS AND CONTINGENCIES
Underwriting option period			45 days
Underwriter cash discount	$ 730,175	$ 5,000,000
Deferred Underwriter Fee				$ 5,000,000
Percentage of deferred underwriting fee				3.50%
Number of units sold \| shares	3,650,874		3,750,000
Aggregate deferred underwriting fee payable		$ 10,027,806

RECURRING FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2023

Schedule of change in the fair value of the warrant liabilities


		US$
Balance as of December 31, 2022		—
Issuance of put options		9,376
Change in fair values		2,508
Balance as of December 31, 2023		11,884

Schedule of quantitative information regarding Level 3 fair value measurements inputs


	As of December 31, 2023
Risk‑free interest rate	4.87	%
Expected volatility	26.33	%
Expected dividend yield	0.00	%
Remaining term	1.5	years
Probability of exercise condition	50.00	%
Fair value of underlying ordinary share of LGIL	US$0.81

CIK 0001841024 L Catterton Asia Acquisition Corp

Schedule of company's assets that are measured at fair value on a recurring basis


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2023		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	234,734,447	$	234,734,447	$	—	$	—
Liabilities:
Public Warrants Liability	$	2,129,715	$	2,129,715	$	—	$	—
Private Placement Warrants Liability		3,676,145		—		—		3,676,145
	$	5,805,860	$	2,129,715	$	—	$	3,676,145


			Quoted		Significant		Significant
			Prices In		Other		Other
			Active		Observable		Unobservable
	December 31,		Markets		Inputs		Inputs
	2022		(Level 1)		(Level 2)		(Level 3)
Assets:
U.S. Money Market held in Trust Account	$	290,664,460	$	290,664,460	$	—	$	—
Liabilities:
Public Warrants Liability	$	382,012		382,012		—	$	—
Private Placement Warrants Liability		219,471		—		—		219,471
	$	601,483	$	382,012	$	—	$	219,471

Schedule of quantitative information regarding Level 3 fair value measurements inputs


	December 31,			December 31,
Inputs	2022			2023
Risk-free interest rate		3.91	%		3.77	%
Dividend rate		0.0	%		0.0	%
Expected term (years)		5.21			5.21
Expected volatility		3.6	%		2.3	%
Share price – asset price	$	10.10		$	10.78
Exercise price	$	11.50		$	11.50

CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues:
Revenues	$ 679,008	$ 9,557	$ 3,687
Cost of revenues:
Cost of revenues	(576,827)	(7,250)	(3,130)
Gross profit	102,181	2,307	557
Operating expenses:
Research and development expenses (including related parties amounts of US$135,334, US$167,028 and US$345,655 for the years ended December 31, 2023, 2022 and 2021, respectively)	(368,729)	(445,844)	(511,364)
Selling and marketing expenses (including related parties amounts of US$6,964 and US$763 for the years ended December 31, 2022 and 2021, respectively)	(328,935)	(151,331)	(38,066)
General and administrative expenses (including related parties amounts of US$13,085, US$12,034 and US$2,782 for the years ended December 31, 2023, 2022 and 2021, respectively)	(144,533)	(148,369)	(54,763)
Government grants	4,077	55,824	490,694
Total operating expenses	(838,120)	(689,720)	(113,499)
Operating loss	(735,939)	(687,413)	(112,942)
Interest expenses	(10,200)	(8,542)	(3,615)
Interest income	9,204	12,188	6,219
Investment (loss) income, net	(1,162)	(3,246)	2,229
Share of results of equity method investments	(1,048)	(2,762)
Foreign currency exchange gains (losses), net	42	(11,505)	798
Changes in fair values of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes, excluding impact of instrument-specific credit risk	(7,531)	(22,991)	(1,367)
Changes in fair values of put option liabilities	(2,508)
Loss before income taxes	(749,142)	(724,271)	(108,678)
Income tax expense	(1,113)	(292)	(1,853)
Net loss	(750,255)	(724,563)	(110,531)
Less: Net loss attributable to noncontrolling interests	(8,254)	(642)
Net loss attributable to ordinary shareholders	(742,001)	(723,921)	(110,531)
Accretion of Redeemable Convertible Preferred Shares	(15,121)	(910)
Net loss available to ordinary shareholders	$ (757,122)	$ (724,831)	$ (110,531)
Loss per ordinary share - Basic	$ (1.60)	$ (1.52)	$ (0.33)
Loss per ordinary share - Diluted	$ (1.60)	$ (1.52)	$ (0.33)
Weighted average number of ordinary shares outstanding used in computing net loss per ordinary share - Basic	474,621,603	475,805,054	334,127,181
Weighted average number of ordinary shares outstanding used in computing net loss per ordinary share - Diluted	474,621,603	475,805,054	334,127,181
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	$ (8,650)	$ (893)	$ 119
Foreign currency translation adjustment, net of nil income taxes	16,210	18,669	(843)
Total other comprehensive income (loss)	7,560	17,776	(724)
Total comprehensive loss	(742,695)	(706,787)	(111,255)
Less: Total comprehensive loss attributable to noncontrolling interests	(8,254)	(642)
Total comprehensive loss attributable to ordinary shareholders	(734,441)	(706,145)	(111,255)
Goods
Revenues:
Revenues	660,158	1,186	369
Cost of revenues:
Cost of revenues	(564,741)	(948)	(331)
Service
Revenues:
Revenues	18,850	8,371	3,318
Cost of revenues:
Cost of revenues	$ (12,086)	$ (6,302)	$ (2,799)

INCOME TAX -Deferred income tax (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating losses carryforwards	$ 186,642	$ 78,971
Accrued expenses	22,664	23,271
Deferral of tax deduction of R&D expenses	308,850	263,384
Operating lease liabilities	31,633	29,201
Exchangeable notes	5,061	3,532
Mandatorily redeemable noncontrolling interest		1,463
Convertible notes	3,620	1,289
Deferral of tax deduction of advertising expenses	10,054	6,404
Property, equipment and software	2,908	364
Equity investments	843	667
Deferred revenue	19,102	1,619
Total gross deferred tax assets	591,377	410,165
Valuation allowance on deferred tax assets	(390,737)	(202,715)	$ (32,914)	$ (3,130)
Deferred tax assets, net of valuation allowance	200,640	207,450
Deferred tax liabilities:
Property, equipment and software	(3,430)	(285)
Derivative asset	(17)
Government grants	(155,717)	(178,090)
Operating lease right-of-use assets	(41,476)	(29,201)
Total deferred tax liabilities	$ (200,640)	(207,576)
Net deferred tax liabilities		(126)
Deferred tax liabilities		(126)
Net deferred tax liabilities		$ 126

REDEEMABLE CONVERTIBLE PREFERRED SHARES - Activities (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Company's activities with respect to the redeemable convertible preferred shares
Beginning balance		$ 368,409
Beginning balance (in shares)		68,228,526
Issuance of preferred shares			$ 343,849
Issuance of preferred shares (in shares)			62,895,699
Re-designation of ordinary share into preferred shares			$ 23,650
Re-designation of ordinary share into preferred shares (in shares)			5,332,827
Accretion of redeemable convertible preferred shares		$ 15,121	$ 910
Ending balance	$ 368,409	$ 383,530	$ 368,409
Ending balance (in shares)	68,228,526	68,228,526	68,228,526
Series Pre-A Preferred Shares
Company's activities with respect to the redeemable convertible preferred shares
Beginning balance		$ 177,284
Beginning balance (in shares)		40,885,006
Issuance of preferred shares			$ 153,126
Issuance of preferred shares (in shares)			35,552,179
Re-designation of ordinary share into preferred shares			$ 23,650
Re-designation of ordinary share into preferred shares (in shares)			5,332,827
Accretion of redeemable convertible preferred shares		$ 7,225	$ 508
Ending balance	$ 177,284	$ 184,509	$ 177,284
Ending balance (in shares)	40,885,006	40,885,006	40,885,006
Series A Preferred Shares Preferred Shares
Company's activities with respect to the redeemable convertible preferred shares
Beginning balance		$ 191,125
Beginning balance (in shares)		27,343,520
Issuance of preferred shares			$ 190,723
Issuance of preferred shares (in shares)	27,343,520		27,343,520
Accretion of redeemable convertible preferred shares		$ 7,896	$ 402
Ending balance	$ 191,125	$ 199,021	$ 191,125
Ending balance (in shares)	27,343,520	27,343,520	27,343,520

MANDATORILY REDEEMABLE NONCONTROLLING INTEREST (Tables)

12 Months Ended

Dec. 31, 2023

MANDATORILY REDEEMABLE NONCONTROLLING INTEREST

Schedule of mandatorily redeemable non-controlling interest


		US$
Balance as of January 1, 2021		—
Issuance of mandatorily redeemable noncontrolling interest		6,299
Changes in fair values of mandatorily redeemable noncontrolling interest, excluding impact of instrument-specific credit risk		302
Changes in fair values of mandatorily redeemable noncontrolling interest due to the instrument-specific credit risk		13
Foreign currency translation adjustment		(21)
Balance as of December 31, 2021		6,593
Changes in fair values of mandatorily redeemable noncontrolling interest, excluding impact of instrument-specific credit risk		5,565
Changes in fair values of mandatorily redeemable noncontrolling interest due to the instrument-specific credit risk		(30)
Foreign currency translation adjustment		(747)
Balance as of December 31, 2022		11,381
Changes in fair values of mandatorily redeemable noncontrolling interest, excluding impact of instrument-specific credit risk		108
Redemption of mandatorily redeemable noncontrolling interest		(11,554)
Foreign currency translation adjustment		65
Balance as of December 31, 2023		—

Schedule of key assumptions used for fair value measurement of mandatorily redeemable noncontrolling interest


	As of December 31,
	2022
Discount rate	19.00	%
Bond yields	6.74% – 7.37	%
Expected terms	0.33-1.86

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2023

NET LOSS PER SHARE

Schedule of computation of basic and diluted net loss per ordinary share


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Numerator:
Net loss attributable to ordinary shareholders	(742,001)	(723,921)	(110,531)
Accretion of redeemable convertible preferred shares	(15,121)	(910)	—
Numerator for basic and diluted net loss per ordinary share calculation	(757,122)	(724,831)	(110,531)
Denominator:
Weighted average number of ordinary shares, basic and diluted⁽¹⁾	474,621,603	475,805,054	334,127,181
Denominator for basic and diluted net loss per ordinary share calculation⁽¹⁾	474,621,603	475,805,054	334,127,181
Net loss per ordinary share attributable to ordinary shareholders
– Basic and diluted⁽¹⁾	(1.60)	(1.52)	(0.33)

(1)	Shares outstanding for all periods reflect the adjustment for Recapitalization.

For the purposes of calculating loss per share for the years ended December 31, 2023, 2022 and 2021, the weighted average number of ordinary shares outstanding used in the calculation has been retrospectively adjusted to reflect the Recapitalization (see note 1(b)), as if the Recapitalization had occurred at the beginning of the earliest period presented.

Schedule of potentially dilutive ordinary share equivalents excluded from the computation of net loss per share


	Year ended December 31,
	2023	2022	2021
Redeemable convertible preferred shares (note 17)	68,228,526	68,228,526	—
Exchangeable notes (i)	36,709,165	34,459,983	12,547,642
Series Pre-A Note (ii)	—	—	5,332,827
2023 Convertible notes (iii)	2,029,407	—	—
Mandatorily redeemable noncontrolling interest (iv)	—	1,148,666	627,382
Share options(v)	10,073,233	10,378,710	—
Warrant(vi)	711,044	711,044	—
Total	117,751,375	114,926,929	18,507,851

(i)

Represents the number of potentially dilutive ordinary shares equivalent after Recapitalization on as-if-converted basis, calculated by the fixed monetary value of RMB2,600,000 (equivalent of US$367,092), RMB2,400,000 (equivalent of US$344,600) and RMB800,000 (equivalent of US$125,476) divided by the fixed conversion price of US$10 per share as of December 31, 2023, 2022 and 2021, respectively.

(ii)	Represents the number of potentially dilutive ordinary shares equivalent after Recapitalization on as-if-converted basis, calculated by the fixed monetary value of RMB150,000 (equivalent of US$21,178) divided by the then conversion price after Recapitalization as of December 31, 2021.

(iii)

For the year ended December 31, 2023, the conversion of 2023 Convertible Notes as mentioned in note 15 is not included in the calculation of basic or diluted loss per share, as the conversion is contingent upon the consummation of the Business Combination, which was not satisfied as of the period end.

(iv)

Represents the number of potentially dilutive ordinary shares equivalent after Recapitalization on as-if-converted basis, calculated by the fixed monetary value of RMB80,000 (equivalent of US$11,487)and RMB40,000 (equivalent of US$6,274) divided by the fixed conversion price of US$10 per share as of December 31, 2022 and 2021, respectively.

(v)	For the years ended December 31, 2023 and 2022, 10,073,233 and 10,378,710 outstanding share options, respectively, are not included in the calculation of basic or diluted loss per share, as the issuance of such awards is contingent upon a Qualified IPO, which was not satisfied as of the year end.

(vi)

For the years ended December 31, 2023 and 2022, the warrant to purchase maximum 711,044 and 711,044 Series Pre-A Preferred Shares after Recapitalization is not included in the calculation of basic or diluted loss per share, as the issuance of such shares is contingent upon a qualifying event, which was not satisfied as of the year end.

(vii)

The exchange or conversion of Lightning Speed Exchangeable Notes or Subsidiary Convertible Note to its respective equity holders as mentioned in note 14 and note 15, respectively, have no effect on the number of the Company’s outstanding ordinary shares. The potential common shares of Lightning Speed and Ningbo Robotics, subsidiaries of the Company, were excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the periods presented due to their antidilutive effect.

DESCRIPTION OF BUSINESS AND ORGANIZATION - Disposal of subsidiary (Details) - USD ($) $ in Thousands		5 Months Ended	12 Months Ended
	Nov. 29, 2021	Jun. 30, 2023	Dec. 31, 2023	Aug. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Term of the debt instrument	1 year
Excess of cash consideration over net liabilities derecognized			$ 3,756
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]			Investment Income, Net
Subsidiary \| Non discontinued operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash consideration		$ 1,385
Cash		6
Inventories		158
Accounts receivable		1,131
Prepayments and other current assets		1,279
Property, equipment and software, net		2,784
Operating lease right-of-use assets		5,585
Other non-current assets		510
Shortterm borrowings		(2,365)
Accounts payable		(1,298)
Accrued expenses and other current liabilities		(4,684)
Operating lease liabilities		(5,409)
Net liabilities		(2,303)
Principal amount of debt		$ 2,346
Loans receivable				$ 2,365
Aggregate Interest rate		3.65%

DEFERRED INCOME (Tables)

12 Months Ended

Dec. 31, 2023

DEFERRED INCOME.

Schedule of benefit recognized from asset and research and development related subsidy


	Asset-related	R&D-related
	subsidy	subsidy	Total
	US$	US$	US$
Balance as of January 1, 2021	—	541,592	541,592
Government grants received during the year	279,052	—	279,052
Recognized as income during the year	—	(490,461)	(490,461)
Foreign currency translation adjustment	3,270	6,843	10,113
Balance as of December 31, 2021	282,322	57,974	340,296
Recognized as income during the year	—	(54,954)	(54,954)
Foreign currency translation adjustment	(23,872)	(3,020)	(26,892)
Balance as of December 31, 2022	258,450	—	258,450
Subsidy received during the year	16,345	—	16,345
Recognized as income during the year	—	—	—
Foreign currency translation adjustment	(4,698)	—	(4,698)
Balance as of December 31, 2023	270,097	—	270,097

ORDINARY SHARES

12 Months Ended

Dec. 31, 2023

ORDINARY SHARES

ORDINARY SHARES

20.

ORDINARY SHARES

Upon incorporation on August 9, 2021, the Company issued 191,981,772 ordinary shares to the Founders Offshore Vehicle at US$0.70 per share with total consideration of US$133,683 to the Company, which was fully paid up as of December 31, 2023. As mentioned in Note 17, on March 18, 2022, an ordinary shareholder of the Company, sold its 5,332,827 ordinary shares at US$4.43 per share to Pre-A Investor B with a cash consideration of US$23,650. The Company considered the redesignation, in substance, was effectively a repurchase and retirement of the ordinary shares and simultaneously an issuance of Series Pre-A Preferred Shares.

On November 11, 2021, the Company issued 95,990,886 ordinary shares to Lotus Technology International Investment Limited, ultimately 100% owned by Geely Holding, at US$0.70 with total consideration of US$67,566, which was fully paid as of December 31, 2022.

On September 24, 2021, Etika, through Lotus HK, subscribed for 33.33% equity interest in WFOE with total consideration of RMB650,100 (equivalent to US$100,690) and paid up on September 28, 2021. On November 11, 2021, the Company issued 143,986,329 ordinary shares to Etika Automotive SDN BHD (“Etika”) through exchange of 100% equity interest in Lotus Advanced Technology Limited (“Lotus HK”) held by Etika.

On December 24, 2021, the Company issued 47,995,443 ordinary shares to LGIL for the “Lotus” trademark licenses with a fair value of US$116,041 licensed by Group Lotus Limited, a wholly owned subsidiary of LGIL.

As noted in Note 1(b), following the Merger Transaction, the Company’s Articles were amended. As such, the shares and corresponding capital amounts and loss per share prior to the Merger have been retroactively adjusted. The new authorized shares of the Company is US$50 divided into 5,000,000,000 shares comprising of ordinary shares with par value of US$0.00001 each. The number of shares issued and outstanding as of December 31, 2023 and 2022 is 474,621,603 ordinary shares.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

30.

SUBSEQUENT EVENTS

(i)	Merger Transaction

On February 22, 2024, the Merger Transaction was consummated as disclosed in note 1(b).

(ii)	PIPE Investments

On February 15, 2024, the Group entered into a new PIPE investment agreement with an investor as disclosed in note 13.

(iii)

New grants of share options

From January 1, 2024 to March 31, 2024, the Company granted an aggregated number of 5,972,760 share options to employees pursuant to the 2022 Share Incentive Plan, at a weighted average exercise price of US$2.89 per share option.

(iv)	Loans to a related party

On March 11, 2024, the Company’s subsidiary and a related party, ultimately controlled by the Controlling Shareholder, entered into a loan agreement, agreeing the Company’s subsidiary will provide unsecured loans with total principal amount of GBP 275,000 (equivalent to US$354,000) with term of 5 years and annual interest rate of 6.95%.

(v)	Termination of pledge

The pledge of the land use right of US$32,653 included in the operating lease right-of-use assets and corporate buildings under construction of US$37,287 included in property, equipment and software as of December 31, 2023 was terminated in April 2024.

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS

Schedule of intangible assets


	As of December 31,
	2023	2022
	US$	US$
Trademark licenses with indefinite useful lives	116,083	116,083
License plates with indefinite useful lives	277	281
Intangible assets	116,360	116,364

PROPERTY, EQUIPMENT AND SOFTWARE, NET

12 Months Ended

Dec. 31, 2023

PROPERTY, EQUIPMENT AND SOFTWARE, NET

PROPERTY, EQUIPMENT AND SOFTWARE, NET

6.	PROPERTY, EQUIPMENT AND SOFTWARE, NET

Property, equipment and software, net, consisted of the following:


	As of December 31,
	2023	2022
	US$	US$
Machinery and R&D equipment	26,551	16,997
Molds and tooling	84,367	79,963
Motor vehicles	50,935	15,586
Office and electronic equipment	32,325	17,271
Purchased software	68,422	49,905
Leasehold improvements	35,506	22,431
Property, equipment and software	298,106	202,153
Less: Accumulated depreciation	(66,258)	(15,455)
Construction in progress(i)	122,769	66,773
Property, equipment and software, net	354,617	253,471

(i)	Represents the capitalized expenditures on the construction of corporate buildings, leasehold improvements, molds, tooling and R&D equipment under construction.

Depreciation expenses on property, equipment and software were allocated to the following expense items:


	Year Ended December 31,
	2023	2022	2021
	US$	US$	US$
Cost of revenues	16,111	38	25
Research and development expenses	3,238	2,681	1,626
Selling and marketing expenses	18,350	5,476	61
General and administrative expenses	17,258	4,595	344
Total depreciation expenses	54,957	12,790	2,056

Property, equipment and software with a net book value of US$37,287 and nil were pledged as security for the exchangeable notes subject to further notice by the exchangeable notes holder as mentioned in note 14 as of December 31, 2023 and 2022, respectively.

CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenues	$ 679,008	$ 9,557	$ 3,687
Cost of revenues	576,827	7,250	3,130
Research and development expenses (including related parties amounts of US$135,334, US$167,028 and US$345,655 for the years ended December 31, 2023, 2022 and 2021, respectively)	368,729	445,844	511,364
Selling and marketing expenses (including related parties amounts of US$40,531, US$6,964 and US$763 for the years ended December 31, 2023, 2022 and 2021, respectively)	328,935	151,331	38,066
General and administrative expenses (including related parties amounts of US$13,085, US$12,034 and US$2,782 for the years ended December 31, 2023, 2022 and 2021, respectively)	144,533	148,369	54,763
Fair value changes of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes due to instrument - specific credit risk, income taxes	0	0	0
Foreign currency translation adjustment, income taxes	0	0	0
Goods
Revenues	660,158	1,186	369
Cost of revenues	564,741	948	331
Service
Revenues	18,850	8,371	3,318
Cost of revenues	12,086	6,302	2,799
Related party
Research and development expenses (including related parties amounts of US$135,334, US$167,028 and US$345,655 for the years ended December 31, 2023, 2022 and 2021, respectively)	135,334	167,028	345,655
Selling and marketing expenses (including related parties amounts of US$40,531, US$6,964 and US$763 for the years ended December 31, 2023, 2022 and 2021, respectively)	40,531	6,964	763
General and administrative expenses (including related parties amounts of US$13,085, US$12,034 and US$2,782 for the years ended December 31, 2023, 2022 and 2021, respectively)	13,085	12,034	2,782
Related party \| Goods
Revenues	3,432	23	0
Cost of revenues	549,893	839	331
Related party \| Service
Revenues	$ 12,573	$ 8,344	$ 3,280

SHARE-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2022
SHARE-BASED COMPENSATION
Number of options granted during the period	775,561	10,378,710
Share based compensation expense	$ 0
Options
SHARE-BASED COMPENSATION
Number of options granted during the period	940,640
Number of shares issued	9,132,593
Share based compensation expense	$ 0
Unrecognized share-based compensation expense	18,776
Share-based compensation expense recognized based on period of service	$ 16,243
Options \| 2022 Share Incentive Plan
SHARE-BASED COMPENSATION
Aggregate number of shares that may be issued			51,550,661
Number of options granted during the period	775,561	10,378,710
Share options, contractual term (in years)	10 years
Number of options that were exercisable	0
Options \| 2022 Share Incentive Plan \| Minimum
SHARE-BASED COMPENSATION
Vesting period of share options (in years)	0 years
Options \| 2022 Share Incentive Plan \| Maximum
SHARE-BASED COMPENSATION
Vesting period of share options (in years)	3 years
Options \| Employee
SHARE-BASED COMPENSATION
Number of options granted during the period	0	1,028,126
Fair value of awards recognized as dividends	$ 2,101
Options \| Employee \| 2022 Share Incentive Plan \| Director or Officer
SHARE-BASED COMPENSATION
Number of options granted during the period	0
Options \| Non employee \| 2022 Share Incentive Plan
SHARE-BASED COMPENSATION
Number of options granted during the period	0	312,292

CONVERTIBLE NOTES - Key assumptions used in determining fair value of Subsidiary Convertible Note (Details) - Subsidiary Convertible Note	Dec. 31, 2023	Dec. 31, 2022
Risk-free interest rate
Debt Instrument [Line Items]
Measurement input	0.0240
Risk-free interest rate \| Maximum
Debt Instrument [Line Items]
Measurement input	0.0273
Risk-free interest rate \| Minimum
Debt Instrument [Line Items]
Measurement input	0.0252
Probability of conversion
Debt Instrument [Line Items]
Measurement input	0.1000	0.1200
Bond yields \| Maximum
Debt Instrument [Line Items]
Measurement input	0.0584	0.0892
Bond yields \| Minimum
Debt Instrument [Line Items]
Measurement input	0.0485	0.0688

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SHAREHOLDERS' DEFICIT (Details) - CIK 0001841024 L Catterton Asia Acquisition Corp		12 Months Ended
	Mar. 15, 2021 D $ / shares	Dec. 31, 2023 $ / shares
SHAREHOLDERS' DEFICIT
Exercise price of warrants		$ 9.20
Public warrants exercisable term after initial business combination	12 months
Public warrants expiration term	5 years
Threshold period for filling registration statement after business combination \| D	20
Stock price trigger for redemption of public warrants (in dollars per share)		$ 18.00
Threshold consecutive trading days for redemption of public warrants		20 days
Share price		$ 9.20
Gross proceeds from issuance as percentage of total equity proceeds (in percent)		60.00%
Adjustment of exercise price of warrants based on market value and newly issued price (as a percent)		115.00%
Adjustment one of redemption price of stock based on market value and newly issued price (as a percent)		180.00%
Share redemption trigger price		$ 10.00
Public Warrants
SHAREHOLDERS' DEFICIT
Exercise price of warrants	$ 11.50
Public warrants exercisable term from the closing of the initial public offering	30 days
Maximum threshold period for registration statement to become effective after business combination \| D	60
Period of time within which registration statement is expected to become effective	60 days
Multiplier used in calculating warrant exercise price	0.361
Number of trading days on which fair market value of shares is reported \| D	10
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00
SHAREHOLDERS' DEFICIT
Redemption price per public warrant (in dollars per share)	$ 0.01
Redemption period	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 18.00
Threshold trading days for redemption of public warrants \| D	20
Threshold consecutive trading days for redemption of public warrants	30 days
Threshold number of business days before sending notice of redemption to warrant holders		3 days
Public Warrants \| Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00
SHAREHOLDERS' DEFICIT
Redemption price per public warrant (in dollars per share)	$ 0.10
Redemption period	30 days
Stock price trigger for redemption of public warrants (in dollars per share)	$ 10.00
Threshold trading days for redemption of public warrants \| D	20
Threshold consecutive trading days for redemption of public warrants	30 days
Threshold number of business days before sending notice of redemption to warrant holders		3 days

PROPERTY, EQUIPMENT AND SOFTWARE, NET (Tables)

12 Months Ended

Dec. 31, 2023

PROPERTY, EQUIPMENT AND SOFTWARE, NET

Schedule of property, equipment and software, net


	As of December 31,
	2023	2022
	US$	US$
Machinery and R&D equipment	26,551	16,997
Molds and tooling	84,367	79,963
Motor vehicles	50,935	15,586
Office and electronic equipment	32,325	17,271
Purchased software	68,422	49,905
Leasehold improvements	35,506	22,431
Property, equipment and software	298,106	202,153
Less: Accumulated depreciation	(66,258)	(15,455)
Construction in progress(i)	122,769	66,773
Property, equipment and software, net	354,617	253,471

(i)	Represents the capitalized expenditures on the construction of corporate buildings, leasehold improvements, molds, tooling and R&D equipment under construction.

Schedule of allocation of depreciation expenses on property, equipment and software


	Year Ended December 31,
	2023	2022	2021
	US$	US$	US$
Cost of revenues	16,111	38	25
Research and development expenses	3,238	2,681	1,626
Selling and marketing expenses	18,350	5,476	61
General and administrative expenses	17,258	4,595	344
Total depreciation expenses	54,957	12,790	2,056

ACCOUNT RECEIVABLES - THIRD PARTIES, NET (Details) - Nonrelated Party - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
ACCOUNT RECEIVABLES - THIRD PARTIES, NET
Accounts receivable-third parties	$ 77,047	$ 111
Less: Allowance for credit losses	(383)	0
Total	$ 76,664	$ 111

NET LOSS PER SHARE - Potentially Dilutive Securities (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2023 CNY (¥)	Dec. 31, 2022 CNY (¥)	Dec. 31, 2021 CNY (¥)
NET LOSS PER SHARE
Anti-dilutive ordinary share equivalents excluded in computation of net loss per share (in shares)	117,751,375	114,926,929	18,507,851
Fixed monetary value used in conversion			$ 21,178			¥ 150,000
Redeemable convertible preferred shares
NET LOSS PER SHARE
Anti-dilutive ordinary share equivalents excluded in computation of net loss per share (in shares)	68,228,526	68,228,526
Exchangeable notes
NET LOSS PER SHARE
Anti-dilutive ordinary share equivalents excluded in computation of net loss per share (in shares)	36,709,165	34,459,983	12,547,642
Fixed monetary value used in conversion	$ 367,092	$ 344,600	$ 125,476	¥ 2,600,000	¥ 2,400,000	800,000
Debt instrument conversion price per share \| $ / shares	$ 10	$ 10	$ 10
Series Pre-A Preferred Shares Preferred Shares
NET LOSS PER SHARE
Anti-dilutive ordinary share equivalents excluded in computation of net loss per share (in shares)			5,332,827
2023 Convertible notes
NET LOSS PER SHARE
Anti-dilutive ordinary share equivalents excluded in computation of net loss per share (in shares)	2,029,407
Mandatorily redeemable noncontrolling interest
NET LOSS PER SHARE
Anti-dilutive ordinary share equivalents excluded in computation of net loss per share (in shares)		1,148,666	627,382
Fixed monetary value used in conversion		$ 11,487	$ 6,274		¥ 80,000	¥ 40,000
Debt instrument conversion price per share \| $ / shares		$ 10	$ 10
Outstanding share options
NET LOSS PER SHARE
Anti-dilutive ordinary share equivalents excluded in computation of net loss per share (in shares)	10,073,233	10,378,710
Outstanding share options	10,073,233	10,378,710
Warrant
NET LOSS PER SHARE
Anti-dilutive ordinary share equivalents excluded in computation of net loss per share (in shares)	711,044	711,044
Outstanding share options	711,044	711,044

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($)
$ / shares in Units, $ in Thousands

12 Months Ended

May 13, 2022

Dec. 02, 2021

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2019

Nov. 30, 2021

RELATED PARTY TRANSACTIONS

Borrowings from banks

$ 226,772

$ 28,748

Interest expenses

10,200

8,542

$ 3,615

Payment of lease liabilities

^[1]

34,752

16,085

56,024

Fair value of listed equity securities

3,326

Acquisition of the distribution right

11,031

8,036

3,280

Lease agreements

RELATED PARTY TRANSACTIONS

Operating lease liabilities-related parties

840

Related party

RELATED PARTY TRANSACTIONS

Operating lease liabilities-related parties

840

Operating lease liabilities, non-current

$ 12,064

170

Term of investment

1 year

Payment for purchase of a short-term investment

$ 10,000

10,000

Conversion price

$ 9.5

Fair value of listed equity securities

$ 3,326

8,411

RELATED PARTY TRANSACTIONS

Term of manufacturing agreement

10 years

RELATED PARTY TRANSACTIONS

Interest expenses

220

Related party | Lease agreements

RELATED PARTY TRANSACTIONS

Acquisition of right-of-use assets

$ 12,166

214

1,333

Payment of lease liabilities

269

$ 545

Operating lease liabilities, non-current

12,064

170

Related party | License Agreement

RELATED PARTY TRANSACTIONS

Number of shares issued for obtaining the trademark licenses

47,995,443

RELATED PARTY TRANSACTIONS

Acquisition of the distribution right

RELATED PARTY TRANSACTIONS

Term of debt

1 year

Principal amount of debt

$ 10,211

Interest rate on debt (as a percent)

2.00%

Interest expenses

$ 90

220

RELATED PARTY TRANSACTIONS

Equity interest acquired (as a percent)

100.00%

Consideration on acquisition of equity interest

$ 15,512

[1]	For the years ended December 31, 2023, 2022 and 2021, this amount includes prepayments for land use rights of US$10,900, nil and US$49,237, respectively, with lease terms of 40 years to 50 years.

SHARE-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2023

SHARE-BASED COMPENSATION

Schedule of share options activities


			Weighted	Weighted
		Weighted	average	remaining	Aggregate
	Number of	average	grant-date	contractual	intrinsic
	shares	exercise price	fair value	years	value
		US$	US$		US$
Outstanding at January 1, 2022	—	—	—
Granted	10,378,710	2.89	1.90
Outstanding at December 31, 2022	10,378,710	2.89	1.90
Granted	775,561	2.89	4.83
Forfeited	(1,081,038)	2.89	2.21
Outstanding at December 31, 2023	10,073,233	2.89	2.08	8.82	60,831

Schedule of assumptions of share options granted


	Years ended December 31,
Grant dates:	2023		2022
Risk-free interest rate⁽ⁱ⁾	3.4% – 4.79	%	3.71% – 4.15	%
Expected volatility⁽ⁱⁱ⁾	54.06% – 54.48	%	56.13% – 56.32	%
Expected dividend yield⁽ⁱⁱⁱ⁾	0.00	%	0.00	%
Exercise multiple^(iv)	2.20 – 2.80		2.20 – 2.80
Expected terms^(v)	10.00 years		10.00 years
Fair value of underlying ordinary share^(vi)	US$5.91 – US$8.93		US$3.61 – US$4.11

(i)	The risk-free interest rate was estimated based on the yield to maturity of U.S. treasury bonds denominated in US$ for a term consistent with the expected term of the Company’s options in effect at the valuation date.

(ii)	The expected volatility was estimated based on the historical volatility of comparable peer public companies with a time horizon close to the expected term of the Company’s options.

(iii)

Expected dividend yield is zero as the Company does not anticipate any dividend payments in the foreseeable future.

(iv)

The expected exercise multiple was estimated as the average ratio of the stock price to the exercise price of when employees or nonemployees would decide to voluntarily exercise their vested options. As the Company did not have sufficient information of past employees or nonemployees exercise history, it was estimated by referencing to a widely-accepted academic research publication.

(v)	Expected term is the contract life of the share options.

(vi)	The estimated fair value was determined using the discounted cash flow method based on the equity allocation model.

SHORT-TERM BORROWINGS - THIRD PARTIES (Tables)

12 Months Ended

Dec. 31, 2023

SHORT-TERM BORROWINGS - THIRD PARTIES

Schedule of short-term borrowings-third parties


	As of December 31,
	2023	2022
	US$	US$
Borrowings from banks	226,772	28,748

RELATED PARTY TRANSACTIONS - Founder Shares (Details) - USD ($)			12 Months Ended
	Apr. 24, 2021	Jan. 12, 2021	Dec. 31, 2023	Dec. 31, 2021	Dec. 31, 2022	Aug. 10, 2022	Mar. 24, 2021
Concentration and Risk
Issuance of ordinary shares				$ 311,770,000
Ordinary shares, par value, (in dollars per share)			$ 0.00001		$ 0.00001
Stock-based compensation expense			$ 0
Class B Ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Ordinary shares, par value, (in dollars per share)			$ 0.0001		$ 0.0001
Founder Shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Shares forfeited \| shares	24,781
Stock-based compensation expense			$ 0
Founder Shares \| Over-allotment option \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Shares forfeited \| shares	99,126
Founder Shares \| Sponsor \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Shares transferred from Company to Sponsor						25,000
Founder Shares \| Sponsor \| Over-allotment option \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Maximum common stock shares subject to forfeiture							912,719
Founder Shares \| Sponsor \| Class B Ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Issuance of ordinary shares		$ 25,000
Share price \| $ / shares		$ 0.003
Issuance of ordinary shares (in shares)		7,187,500
Ordinary shares, par value, (in dollars per share)		$ 0.0001
Restrictions on transfer period of time after business combination completion		1 year
Stock price trigger to transfer, assign or sell any shares or warrants of the company, after the completion of the initial business combination (in dollars per share)		$ 12.00
Threshold trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		20
Threshold consecutive trading days for transfer, assign or sale of shares or warrants, after the completion of the initial business combination		30
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences		150 days
Founder Shares \| Sponsor \| Class B Ordinary shares \| Over-allotment option \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Shares subject to forfeiture		937,500
Founder Shares \| Director \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Shares transferred (from) Sponsor to appointed independent director						25,000

PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2023

PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

31.PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

The following condensed parent company financial information of the Company has been prepared using the same accounting policies as set out in the accompanying consolidated and combined financial statements. For the purposes of presenting the Company’s separate financial information, the Company records its investments in its subsidiaries and VIE under the equity method of accounting. As of December 31, 2023 and 2022, there were no material contingencies, significant provisions of long-term obligations, mandatory dividend or redemption requirements of redeemable stocks or guarantees of the Company, except for those which have been separately disclosed in the consolidated and combined financial statements.

(a)	Parent Company Condensed Balance Sheets


	As of December 31,
	2023	2022
	US$	US$
ASSETS
Current assets
Cash	33,888	353,107
Amounts due from inter-companies	46,087	6,089
Prepayments and other current assets – third parties	1,687	—
Total current assets	81,662	359,196
Non-current assets
Investment securities – related parties	3,326	8,411
Total non-current assets	3,326	8,411
Total assets	84,988	367,607
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
Convertible notes	20,277	—
Accrued expenses and other current liabilities – third parties	714	—
Total current liabilities	20,991	—
Non-current liabilities
Share of losses in excess of investments in subsidiaries and consolidated VIEs	873,881	451,571
Put option liabilities	11,884	—
Total non-current liabilities	885,765	451,571
Total liabilities	906,756	451,571
Total mezzanine equity	383,530	368,409
Shareholders' equity (deficit)
Ordinary Shares	21	21
Additional paid-in capital	358,187	403,103
Receivable from shareholders	—	(26,447)
Accumulated other comprehensive income	25,267	17,707
Accumulated deficit	(1,588,773)	(846,757)
Total shareholders’ deficit	(1,205,298)	(452,373)
Total liabilities, mezzanine equity and shareholders' deficit	84,988	367,607

(b)	Parent Company Condensed Statements of Comprehensive Loss


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Total operating expenses	(2,983)	(11,127)	(263)
Interest income	6,979	2,839	—
Interest expenses	—	—	—
Investment loss, net	(5,084)	(4,242)	—
Foreign currency exchange gains (losses), net	(171)	(13,068)	2,124
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk	(616)	—	—
Changes in fair values of put option liabilities	(2,508)	—	—
Share of losses from subsidiaries and consolidated VIEs	(737,618)	(698,323)	(112,392)
Loss before income taxes	(742,001)	(723,921)	(110,531)
Income tax expense	—	—	—
Net loss	(742,001)	(723,921)	(110,531)
Other comprehensive income (loss):
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes	(8,650)	(893)	119
Foreign currency translation adjustment, net of nil income taxes	16,210	18,669	(843)
Total comprehensive loss	(734,441)	(706,145)	(111,255)

(c)	Parent Company Condensed Statements of Cash Flows


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Net cash generated from (used in) operating activities	3,127	2,682	(997)
Net cash used in investing activities	(347,697)	(113,216)	—
Net cash provided by financing activities	27,163	392,053	82,076
Effect of exchange rate changes on cash	(1,812)	(10,161)	670
Net increase in cash	(319,219)	271,358	81,749
Cash at the beginning of the year	353,107	81,749	—
Cash at the end of the year	33,888	353,107	81,749

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Warranties (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Movement in Standard Product Warranty Accrual [Roll Forward]
Additions	$ 8,492
Utilization	(1,499)
Foreign currency translation adjustment	29
Accrued warranty at end of the year	7,022
Including: Current portion of warranty	483
Non-current portion of warranty	6,539
Product Warranty Expense	$ 8,492	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Concentration and Risk (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) customer	Dec. 31, 2022 USD ($) customer	Dec. 31, 2021 USD ($) customer	Dec. 31, 2023 CNY (¥)
Concentration and Risk
Related party transactions \| $	$ 11,031	$ 8,036	$ 3,280
Number of customer \| customer	0	0	0
Maximum insured amount by government authority \| ¥				¥ 500
Revenue Benchmark \| Customer Concentration Risk \| Geely Group
Concentration and Risk
Concentartion risk (as a percent)	97.57%	96.24%
Accounts receivable \| Credit concentration \| Geely Group
Concentration and Risk
Concentartion risk (as a percent)	22.09%	95.00%
Purchases \| Supplier concentration \| Geely Group
Concentration and Risk
Concentartion risk (as a percent)	74.95%	39.28%	74.96%
Accounts Payable \| Supplier concentration \| Geely Group
Concentration and Risk
Concentartion risk (as a percent)	65.96%	38.29%

OTHER NON-CURRENT ASSETS - THIRD PARTIES (Tables)

12 Months Ended

Dec. 31, 2023

OTHER NON-CURRENT ASSETS - THIRD PARTIES

Schedule of other non-current assets


	As of December 31,
	2023	2022
	US$	US$
Deposits for long-term operating leases	3,288	3,486
Prepayments for purchases of property, equipment and software	920	1,442
Deductible VAT	41,859	5,815
Equity investment⁽ⁱ⁾	4,466	240
Total	50,533	10,983

(i)Equity investments

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2023

NET LOSS PER SHARE

NET LOSS PER SHARE

24.

NET LOSS PER SHARE

The following table sets forth the basic and diluted net loss per ordinary share computation and provides a reconciliation of the numerator and denominator for the years presented:


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Numerator:
Net loss attributable to ordinary shareholders	(742,001)	(723,921)	(110,531)
Accretion of redeemable convertible preferred shares	(15,121)	(910)	—
Numerator for basic and diluted net loss per ordinary share calculation	(757,122)	(724,831)	(110,531)
Denominator:
Weighted average number of ordinary shares, basic and diluted⁽¹⁾	474,621,603	475,805,054	334,127,181
Denominator for basic and diluted net loss per ordinary share calculation⁽¹⁾	474,621,603	475,805,054	334,127,181
Net loss per ordinary share attributable to ordinary shareholders
– Basic and diluted⁽¹⁾	(1.60)	(1.52)	(0.33)

(1)	Shares outstanding for all periods reflect the adjustment for Recapitalization.

The following outstanding potentially dilutive ordinary share equivalents adjusted to reflect the effect of Recapitalization have been excluded from the computation of diluted net loss per share attributable to ordinary shareholders for the years presented due to their antidilutive effect:


	Year ended December 31,
	2023	2022	2021
Redeemable convertible preferred shares (note 17)	68,228,526	68,228,526	—
Exchangeable notes (i)	36,709,165	34,459,983	12,547,642
Series Pre-A Note (ii)	—	—	5,332,827
2023 Convertible notes (iii)	2,029,407	—	—
Mandatorily redeemable noncontrolling interest (iv)	—	1,148,666	627,382
Share options(v)	10,073,233	10,378,710	—
Warrant(vi)	711,044	711,044	—
Total	117,751,375	114,926,929	18,507,851

(i)

(ii)	Represents the number of potentially dilutive ordinary shares equivalent after Recapitalization on as-if-converted basis, calculated by the fixed monetary value of RMB150,000 (equivalent of US$21,178) divided by the then conversion price after Recapitalization as of December 31, 2021.

(iii)

(iv)

(v)	For the years ended December 31, 2023 and 2022, 10,073,233 and 10,378,710 outstanding share options, respectively, are not included in the calculation of basic or diluted loss per share, as the issuance of such awards is contingent upon a Qualified IPO, which was not satisfied as of the year end.

(vi)

(vii)

(viii)

For the year ended December 31, 2023, the put options as mentioned in note 12 are not included in the calculation of basic or diluted loss per share, as the issuance of such shares is contingent on the satisfaction of exercise condition, which was not satisfied as of the period end.

PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION - Parent Company Condensed Statements of Comprehensive Loss (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Total operating expenses	$ (838,120)	$ (689,720)	$ (113,499)
Interest expenses	10,200	8,542	3,615
Foreign currency exchange gains (losses), net	42	(11,505)	798
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk	4,448	13,162	1,065
Changes in fair values of put options	(2,508)
Loss before income taxes	(749,142)	(724,271)	(108,678)
Income tax expense	1,113	292	1,853
Net loss attributable to ordinary shareholders	(742,001)	(723,921)	(110,531)
Other comprehensive income (loss)
Total comprehensive loss attributable to ordinary shareholders	(734,441)	(706,145)	(111,255)
Parent Company
PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Total operating expenses	(2,983)	(11,127)	(263)
Interest income	6,979	2,839
Investment loss, net	(5,084)	(4,242)
Foreign currency exchange gains (losses), net	(171)	(13,068)	2,124
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk	(616)
Changes in fair values of put options	(2,508)
Share of losses from subsidiaries and consolidated VIEs	(737,618)	(698,323)	(112,392)
Loss before income taxes	(742,001)	(723,921)	(110,531)
Net loss attributable to ordinary shareholders	(742,001)	(723,921)	(110,531)
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	(8,650)	(893)	119
Foreign currency translation adjustment, net of nil income taxes	16,210	18,669	(843)
Total comprehensive loss attributable to ordinary shareholders	$ (734,441)	$ (706,145)	$ (111,255)

PREPAYMENTS AND OTHER CURRENT ASSETS - THIRD PARTIES

12 Months Ended

Dec. 31, 2023

PREPAYMENTS AND OTHER CURRENT ASSETS - THIRD PARTIES

PREPAYMENTS AND OTHER CURRENT ASSETS - THIRD PARTIES

5.	PREPAYMENTS AND OTHER CURRENT ASSETS — THIRD PARTIES

Prepayments and other current assets — third parties consisted of the following:


	As of December 31,
	2023	2022
	US$	US$
Deductible VAT	41,066	36,508
Prepayments to third-party suppliers	11,280	2,446
Deposits	3,995	3,747
Deferred listing expenses	1,686	—
Others	5,850	1,674
Less: Allowance for credit losses ⁽ⁱ⁾	(7)	—
Total	63,870	44,375

(i)	The movement of the allowance for credit losses is as follows:


		US$
Balance as of December 31, 2022		—
Impact of adoption of ASC 326		2
Balance as of January 1, 2023		2
Provisions		4
Foreign currency translation adjustment		1
Balance as of December 31, 2023		7

INCOME TAX - Computation of actual income tax expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Computed expected income tax benefit at the PRC statutory tax rate of 25%	$ (187,286)	$ (181,068)	$ (27,170)
Effect on tax rates in different tax jurisdiction	824	5,997	(373)
Preferential tax rate impact	(423)
Tax effect of non-deductible expenses	2,474	480	110
Tax effect of R&D expenses additional deduction	(17,732)	(3,068)	(134)
Change in valuation allowance	202,586	177,715	29,784
Tax filing difference	663
Others	7	236	(364)
Actual income tax expense	$ 1,113	$ 292	$ 1,853
Statutory income tax rate	25.00%	25.00%	25.00%

CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands	Total shareholders' (deficit) equity attributable to ordinary shareholders Series Pre-A Preferred Shares	Total shareholders' (deficit) equity attributable to ordinary shareholders Cumulative effect of adoption of new accounting standard	Total shareholders' (deficit) equity attributable to ordinary shareholders Adjusted balance	Total shareholders' (deficit) equity attributable to ordinary shareholders	Ordinary shares Series Pre-A Preferred Shares	Ordinary shares Adjusted balance	Ordinary shares	Additional paid-in capital Series Pre-A Preferred Shares	Additional paid-in capital Adjusted balance	Additional paid-in capital	Receivables from shareholders Adjusted balance	Receivables from shareholders	Accumulated other comprehensive income (loss) Adjusted balance	Accumulated other comprehensive income (loss)	Accumulated deficit Cumulative effect of adoption of new accounting standard	Accumulated deficit Adjusted balance	Accumulated deficit	Noncontrolling interests Adjusted balance	Noncontrolling interests	Series Pre-A Preferred Shares	Cumulative effect of adoption of new accounting standard	Adjusted balance	Total
Beginning balance at Dec. 31, 2020				$ 16,107						$ 25,877				$ 655			$ (10,425)						$ 16,107
Net loss				(110,531)													(110,531)						(110,531)
Fair value changes of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes due to instrument-specific credit risk, net of nil income taxes				119										119									119
Foreign currency translation adjustment, net of nil income taxes				(843)										(843)									(843)
Total comprehensive loss				(111,255)										(724)			(110,531)						(111,255)
Issuance of ordinary shares				311,770			$ 22			417,958		$ (106,210)											311,770
Issuance of ordinary shares (in shares)							479,954,430
Shareholder contribution related to the issuance of exchangeable notes				3,391						3,391													3,391
Deemed distribution arising from reorganization under common control				(38,507)						(38,507)													(38,507)
Capital contribution from shareholders				15,695						15,695													15,695
Dividends paid to a shareholder				(1,880)													(1,880)						(1,880)
Ending balance at Dec. 31, 2021				195,321			$ 22			424,414		(106,210)		(69)			(122,836)						195,321
Ending balance (in shares) at Dec. 31, 2021							479,954,430
Net loss				(723,921)													(723,921)		$ (642)				(724,563)
Fair value changes of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes due to instrument-specific credit risk, net of nil income taxes				(893)										(893)									(893)
Foreign currency translation adjustment, net of nil income taxes				18,669										18,669									18,669
Total comprehensive loss				(706,145)										17,776			(723,921)		(642)				(706,787)
Settlement of receivable from shareholders				79,763								79,763											79,763
Re-designation of ordinary shares to Series Pre-A Preferred Shares	$ (13,025)				$ (1)			$ (13,024)												$ (13,025)
Re-designation of ordinary shares to Series Pre-A Preferred Shares ( in shares)					(5,332,827)
Shareholder contribution related to the issuance of exchangeable notes				8,135						8,135													8,135
Deemed distribution arising from reorganization under common control				(15,512)						(15,512)													(15,512)
Accretion of Redeemable Convertible Preferred Shares				(910)						(910)													(910)
Contribution from a non-controlling shareholder																			149				149
Liquidation of a subsidiary																			(149)				(149)
Ending balance at Dec. 31, 2022		$ (15)	$ (452,388)	(452,373)		$ 21	$ 21		$ 403,103	403,103	$ (26,447)	(26,447)	$ 17,707	17,707	$ (15)	$ (846,772)	(846,757)	$ (642)	(642)		$ (15)	$ (453,030)	$ (453,015)
Ending balance (in shares) at Dec. 31, 2022						474,621,603	474,621,603																474,621,603
Net loss				(742,001)													(742,001)		(8,254)				$ (750,255)
Fair value changes of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes due to instrument-specific credit risk, net of nil income taxes				(8,650)										(8,650)									(8,650)
Foreign currency translation adjustment, net of nil income taxes				16,210										16,210									16,210
Total comprehensive loss				(734,441)										7,560			(742,001)		(8,254)				(742,695)
Settlement of receivable from shareholders				(26,447)								$ (26,447)											(26,447)
Shareholder contribution related to the issuance of exchangeable notes				(909)						(909)													(909)
Deemed distribution arising from reorganization under common control				(31,672)						(31,672)													(31,672)
Accretion of Redeemable Convertible Preferred Shares				(15,121)						(15,121)													(15,121)
Contribution from a non-controlling shareholder				968						968									3,492				4,460
Ending balance at Dec. 31, 2023				$ (1,205,298)			$ 21			$ 358,187				$ 25,267			$ (1,588,773)		$ (5,404)				$ (1,210,702)
Ending balance (in shares) at Dec. 31, 2023							474,621,603																474,621,603

REDEEMABLE CONVERTIBLE PREFERRED SHARES (Tables)

12 Months Ended

Dec. 31, 2023

REDEEMABLE CONVERTIBLE PREFERRED SHARES

Schedule of Company's activities with respect to the redeemable convertible preferred shares


	Series Pre-A		Series A
	Preferred Shares		Preferred Shares		Total
	Shares	US$	Shares	US$	Shares	US$
Balance as of January 1, 2021 and 2022	—	—	—	—	—	—
Issuance of preferred shares	35,552,179	153,126	27,343,520	190,723	62,895,699	343,849
Re-designation of ordinary shares into preferred shares	5,332,827	23,650	—	—	5,332,827	23,650
Accretion of redeemable convertible preferred shares	—	508	—	402	—	910
Balance as of December 31, 2022	40,885,006	177,284	27,343,520	191,125	68,228,526	368,409
Accretion of redeemable convertible preferred shares	—	7,225	—	7,896	—	15,121
Balance as of December 31, 2023	40,885,006	184,509	27,343,520	199,021	68,228,526	383,530

Schedule of assumptions used in determination of fair value of Series Pre-A Preferred Shares before and after the modification


	October 11, 2022 –		October 11, 2022 –
	before modification		after modification
Risk-free interest rate	2.45	%	2.52	%
Expected volatility	61.52	%	60.26	%
Expected dividend yield	0.00	%	0.00	%
Expected terms	2.22 – 4.39 years		2.22 – 5.00 years
Fair value of ordinary share	US$3.79		US$3.66

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2023

SUBSEQUENT EVENTS

30.

SUBSEQUENT EVENTS

(i)	Merger Transaction

On February 22, 2024, the Merger Transaction was consummated as disclosed in note 1(b).

(ii)	PIPE Investments

On February 15, 2024, the Group entered into a new PIPE investment agreement with an investor as disclosed in note 13.

(iii)

New grants of share options

(iv)	Loans to a related party

(v)	Termination of pledge

CIK 0001841024 L Catterton Asia Acquisition Corp

SUBSEQUENT EVENTS

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, other than disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On January 4, 2024, the Extension Committee approved the extension of the Termination Date for one additional month to February 15, 2024 (the “Ninth Extension”) pursuant to its authorization from the Board. The Extension Committee’s approval of the Ninth Extension was noticed to shareholders on January 10, 2024. In connection with the Ninth Extension, LCA Acquisition Sponsor, LP or its designee or affiliate deposited into the trust account $330,000.

On February 5, 2024, the Extension Committee approved the extension of the Termination Date for one additional month to March 15, 2024 (the “Tenth Extension”) pursuant to its authorization from the Board. The Extension Committee’s approval of the Tenth Extension was noticed to shareholders on February 9, 2024. In connection with the Tenth Extension, LCA Acquisition Sponsor, LP or its designee or affiliate deposited into the trust account $330,000.

On February 2, 2024, the Company held an Extraordinary General Meeting of shareholders (the “Extraordinary General Meeting”). At the Extraordinary General Meeting, a total of 20,635,341 (approximately 71.29%) of LCAA’s issued and outstanding ordinary shares (“Ordinary Shares”) held of record as of December 18, 2023, the record date for the Extraordinary General Meeting, were present either in person or by proxy, which constituted a quorum for the transaction of business. LCAA’s shareholders voted on proposals at the Extraordinary General Meeting, which are described in more detail in the final prospectus/definitive proxy statement filed with the Securities Exchange Commission (the “SEC”) on January 12, 2024. 20,818,519 Ordinary Shares were redeemed in connection with the Extraordinary General Meeting.

On February 5, 2024, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to hold an annual meeting of shareholders within 12 months after its fiscal year ended December 31, 2022, as required by Nasdaq Listing Rule 5620(a). In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has 45 calendar days (or until March 21, 2024) to submit a plan to regain compliance and, if Nasdaq accepts the plan, Nasdaq may grant the Company up to 180 calendar days from its fiscal year end, or until June 28, 2024, to regain compliance.

On February 22, 2024, in connection with the consummation of the Business Combination, the Company notified Nasdaq that the Business Combination had become effective and requested that Nasdaq file a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to notify the SEC that SPAC Shares, SPAC Warrants and Units were to be delisted and deregistered under Section 12(b) of the Exchange Act. As a result of the Business Combination having become effective, Nasdaq determined to permanently suspend trading of SPAC Shares, SPAC Warrants and Units prior to the opening of trading on February 23, 2024. The deregistration will become effective 10 days from the filing of the Form 25, which occurred on February 22, 2024.

As a result of the consummation of the Business Combination, a change in control of LCAA occurred. At the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub 1 and the Company became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Company (as the surviving entity of the First Merger). At the Second Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Company and Merger Sub 2 became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub 2, which is a wholly-owned subsidiary of Lotus Tech. The Company ceased to exist following the consummation of the Business Combination.

CONVERTIBLE NOTES - Subsidiary Convertible Note (Details) ¥ / shares in Units, ¥ in Thousands, $ in Thousands			12 Months Ended
	Jun. 08, 2022 USD ($) shares	Nov. 29, 2021	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Jun. 08, 2022 CNY (¥) ¥ / shares shares
EXCHANGEABLE NOTES
Term of the debt instrument		1 year
Changes in fair values of convertible notes due to the instrument-specific credit risk			$ 1,670	$ 33	$ (132)
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk			4,448	13,162	1,065
Subsidiary Convertible Note
EXCHANGEABLE NOTES
Term of the debt instrument	7 years
Aggregate principal amount of loan	$ 75,037					¥ 500,000
Debt instrument conversion price per share \| ¥ / shares						¥ 135
Number of shares represented for 1 RMB registered capital \| shares	1					1
Written notice period date for redeeming note	15 days
Penalty percentage per day (%)	0.05%
Changes in fair value of the convertible notes			9,327	5,154	0
Changes in fair values of convertible notes due to the instrument-specific credit risk			6,951	890	0
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk			$ 2,376	$ 4,264	$ 0
Subsidiary Convertible Note \| Five-year LPR
EXCHANGEABLE NOTES
Term of the debt instrument	5 years
Variable interest rate	79.80%

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

Schedule of Related party transactions


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Provision of services⁽ⁱ⁾	12,573	8,344	3,280
Sales of goods⁽ⁱ⁾	3,432	23	—


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Payments on behalf of related parties ^((ii).a)	4,022	244	—
Cash receipts by related parties on behalf of the Group ^((ii).a)	3,695	—	—
Loans to related parties ^((ii).b)	1,227	2,310	—
Interest income on loans due from related parties ^((ii).b)	122	24	—
Purchase of products and services ^((iii).a)	852,623	44,347	14,259
Purchase of products and services for R&D activities ^((iii).b)	134,721	167,012	47,442
Purchase of equipment and software ^((iii).c)	11,223	42,798	6,255
Payment by related parties on behalf of the Group ^((iii).d)	14,514	2,952	—
Short-term lease cost ^((iii).e)	765	347	243
Deposits received from related party suppliers ^((iii).f)	251	1,584	—
Acquisition of the distribution right ^((iii).g)	22,296	—	—
Interest expense on borrowing due to related parties ^(iv)	—	90	220
Repayment of borrowing from related party ^(iv)	—	10,573	—
Acquisition of right-of-use assets ^(v)	12,166	214	1,333
Payment of lease liabilities ^(v)	269	98	545
Purchase of Geely License ^(vi)	—	—	288,948
Purchase of trademark licenses ^(vii)	—	—	116,041
Payment of consideration for acquiring Lotus Tech Innovation Centre GmbH under common control ^(viii)	—	15,512	—
Payment for purchase of a short-term investment ^(ix)	—	10,000	—


	As of December 31,
	2023	2022
	US$	US$
Accounts receivable – related parties (i)	22,430	8,545
Contract liabilities – related parties* (i)	1	8
Prepayments and other current assets – related parties (ii)	28,744	8,732
Other non-current assets – related parties ((ii).c)	2,706	—
Accounts payable-related parties ((iii).a)	340,419	5,770
Accrued expenses and other current liabilities – related parties (iii)	289,845	183,216
Other non-current liabilities – related parties ((iii).f)	1,634	1,584
Operating lease liabilities – related parties, current* (v)	840	13
Operating lease liabilities – related parties, non-current (v)	12,064	170
Investment securities – related parties (ix)	3,326	8,411

*	These items are included in accrued expenses and other current liabilities — related parties in the consolidated balance sheets as of December 31, 2023 and 2022.

Note:

(i)

(ii)	Prepayments and other current assets – related parties other non-current assets – related parties of the Group are arising from transactions related to purchase of products and services (see note (iii).a), loans to related parties, and cash receipts on behalf of the Group as follows.

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

SUBSEQUENT EVENTS (Details) - CIK 0001841024 L Catterton Asia Acquisition Corp - USD ($)	Feb. 05, 2024	Jan. 12, 2024	Jan. 04, 2024	Dec. 06, 2023	Nov. 06, 2023	Oct. 05, 2023	Sep. 05, 2023	Aug. 08, 2023	Jul. 05, 2023	Jun. 15, 2023	Jun. 05, 2023	Mar. 10, 2023	Feb. 02, 2024
SUBSEQUENT EVENTS
Period of subsequent extension contribution				1 month	1 month	1 month	1 month	1 month	1 month	1 month	1 month	3 months
Amount deposited into trust account by sponsor for extension of term to complete initial business combination				$ 330,000	$ 330,000	$ 330,000	$ 330,000	$ 330,000	$ 330,000		$ 330,000
Subsequent Events
SUBSEQUENT EVENTS
Period of subsequent extension contribution	1 month		1 month
Amount deposited into trust account by sponsor for extension of term to complete initial business combination	$ 330,000		$ 330,000
Number Of issued and outstanding ordinary shares, held by shareholders present at extraordinary general meeting													20,635,341
Percentage of issued and outstanding ordinary shares, held by shareholders present at extraordinary general meeting													71.29%
Number of ordinary shares redeemed		20,818,519

PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION - Parent Company Condensed Balance Sheets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current assets
Cash	$ 418,941	$ 736,605	$ 531,452
Total current assets	883,712	823,463
Non-current assets
Total non-current assets	700,966	548,489
Total assets	1,584,678	1,371,952
Current liabilities
Convertible notes	20,277
Total current liabilities	1,757,281	932,879
Non-current liabilities
Put option liabilities	11,884
Total non-current liabilities	654,569	523,679
Total liabilities	2,411,850	1,456,558
Shareholders' equity (deficit)
Ordinary Shares	21	21
Additional paid-in capital	358,187	403,103
Receivable from shareholders		(26,447)
Accumulated other comprehensive income (loss)	25,267	17,707
Accumulated deficit	(1,588,773)	(846,757)
Total shareholders' deficit attributable to ordinary shareholders	(1,205,298)	(452,373)
Total liabilities, mezzanine equity and shareholders' deficit	1,584,678	1,371,952
Related party
Current assets
Prepayments and other current assets	28,744	8,732
Current liabilities
Accrued expenses and other current liabilities	290,686	183,237
Nonrelated Party
Current assets
Prepayments and other current assets	63,870	44,375
Current liabilities
Accrued expenses and other current liabilities	419,422	323,299
Parent Company
Current assets
Cash	33,888	353,107
Amounts due from inter-companies	46,087	6,089
Total current assets	81,662	359,196
Non-current assets
Investment securities - related parties	$ 3,326	8,411
Debt Securities, Available-for-Sale, Type [Extensible Enumeration]	Related party
Total non-current assets	$ 3,326	8,411
Total assets	84,988	367,607
Current liabilities
Convertible notes	20,277
Accrued expenses and other current liabilities	714
Total current liabilities	20,991
Non-current liabilities
Share of losses in excess of investments in subsidiaries and consolidated VIEs	873,881	451,571
Total non-current liabilities	885,765	451,571
Total liabilities	906,756	451,571
Total mezzanine equity	383,530	368,409
Shareholders' equity (deficit)
Ordinary Shares	21	21
Additional paid-in capital	358,187	403,103
Receivable from shareholders		(26,447)
Accumulated other comprehensive income (loss)	25,267	17,707
Accumulated deficit	(1,588,773)	(846,757)
Total shareholders' deficit attributable to ordinary shareholders	(1,205,298)	(452,373)
Total liabilities, mezzanine equity and shareholders' deficit	84,988	$ 367,607
Parent Company \| Nonrelated Party
Current assets
Prepayments and other current assets	$ 1,687

LEASES - Supplemental cash flows information (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Lessee, Lease, Description [Line Items]

Operating cash outflows from operating leases

^[1]

$ 34,752

$ 16,085

$ 56,024

Operating leases

$ 42,707

$ 76,584

$ 56,610

Maximum

Lessee, Lease, Description [Line Items]

Lease term

50 years

Minimum

Lessee, Lease, Description [Line Items]

Lease term

40 years

Use Rights

Lessee, Lease, Description [Line Items]

Prepayments for land use right

$ 10,900

$ 0

$ 49,237

[1]	For the years ended December 31, 2023, 2022 and 2021, this amount includes prepayments for land use rights of US$10,900, nil and US$49,237, respectively, with lease terms of 40 years to 50 years.

RELATED PARTY TRANSACTIONS - Revenue and Prepayments and other current assets (Details) - USD ($) $ in Thousands			12 Months Ended			36 Months Ended
	Jan. 01, 2023	May 13, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Apr. 30, 2021
RELATED PARTY TRANSACTIONS
Receipts in advance			$ 50,430	$ 7,851		$ 50,430
Short term lease cost			4,288	2,595	$ 847
Interest income			$ 9,204	$ 12,188	$ 6,219
Maximum
RELATED PARTY TRANSACTIONS
Interest rate on loan			4.50%	4.50%	4.50%
Minimum
RELATED PARTY TRANSACTIONS
Interest rate on loan						3.65%
Related party
RELATED PARTY TRANSACTIONS
Accounts Receivable			$ 22,430	$ 8,545		$ 22,430
Receipts in advance			1	8		1
Cash receipts by related parties on behalf of the Group			3,695	0	$ 0
Allowance for prepayments and other current assets			23			23
Salary and other expenses paid on behalf of related party			4,022	244	0
Term of loan		1 year
Related party \| Adjusted balance
RELATED PARTY TRANSACTIONS
Allowance for prepayments and other current assets			11			11
Related party \| General and administrative expenses
RELATED PARTY TRANSACTIONS
Prepayments and other current assets	$ 12
Related party \| Purchase of Geely License
RELATED PARTY TRANSACTIONS
Purchase cost			4,022	244	288,948
Related party \| Purchase of Geely License \| Zhejiang Liankong
RELATED PARTY TRANSACTIONS
Purchase cost		$ 288,948
Related party \| Salary and other expenses \| Prepayments and other current assets
RELATED PARTY TRANSACTIONS
Amount receivable from related party included in prepayments and other current assets			4,271	244		4,271
Related party \| Unsecured loan to a related party
RELATED PARTY TRANSACTIONS
Loans to related parties			1,227	2,310	0
Interest income			122	24	0
Related party \| Unsecured loan to a related party \| Prepayments and other current assets
RELATED PARTY TRANSACTIONS
Amount receivable from related party included in prepayments and other current assets				2,369			$ 3,010
Related party \| pertaining to purchase of vehicles, auto parts and peripheral products \| Prepayments and other current assets
RELATED PARTY TRANSACTIONS
Amount receivable from related party included in prepayments and other current assets			21,404	6,119		21,404
Related party \| Purchase of equipment
RELATED PARTY TRANSACTIONS
Purchase cost			2,706	0
Related party \| Short-term lease
RELATED PARTY TRANSACTIONS
Short term lease cost			765	347	243
Related party \| Short-term lease \| Prepayments and other current assets
RELATED PARTY TRANSACTIONS
Short term lease cost			82	0
Related party \| Provision of services
RELATED PARTY TRANSACTIONS
Revenues			12,573	8,344	3,280
Related party \| Sales of goods
RELATED PARTY TRANSACTIONS
Revenues			3,432	23	$ 0
Accounts Receivable			$ 22,430	$ 8,545		$ 22,430

DISTRIBUTION AGREEMENT (Details) - LCL £ in Thousands, $ in Thousands	Jan. 31, 2023 USD ($)	Jan. 31, 2023 GBP (£)	Dec. 31, 2023 USD ($)
DISTRIBUTION AGREEMENT
Cash consideration	$ 22,296	£ 18,055
Purchase price of distribution right			$ 22,296
Historical cost of distribution right			$ 0

CONVERTIBLE NOTES - Key assumptions used in determining fair value of 2023 Convertible Notes (Details) - 2023 Convertible Notes	Dec. 31, 2023
Risk-free interest rate \| Minimum
Debt Instrument [Line Items]
Measurement input	0.0551
Risk-free interest rate \| Maximum
Debt Instrument [Line Items]
Measurement input	0.0552
Probability of conversion
Debt Instrument [Line Items]
Measurement input	0.9000
Bond yields \| Minimum
Debt Instrument [Line Items]
Measurement input	0.0701
Bond yields \| Maximum
Debt Instrument [Line Items]
Measurement input	0.0847

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

REDEEMABLE CONVERTIBLE PREFERRED SHARES

12 Months Ended

Dec. 31, 2023

REDEEMABLE CONVERTIBLE PREFERRED SHARES

REDEEMABLE CONVERTIBLE PREFERRED SHARES

17.

REDEEMABLE CONVERTIBLE PREFERRED SHARES

The Company’s activities with respect to the redeemable convertible preferred shares are as below:


	Series Pre-A		Series A
	Preferred Shares		Preferred Shares		Total
	Shares	US$	Shares	US$	Shares	US$
Balance as of January 1, 2021 and 2022	—	—	—	—	—	—
Issuance of preferred shares	35,552,179	153,126	27,343,520	190,723	62,895,699	343,849
Re-designation of ordinary shares into preferred shares	5,332,827	23,650	—	—	5,332,827	23,650
Accretion of redeemable convertible preferred shares	—	508	—	402	—	910
Balance as of December 31, 2022	40,885,006	177,284	27,343,520	191,125	68,228,526	368,409
Accretion of redeemable convertible preferred shares	—	7,225	—	7,896	—	15,121
Balance as of December 31, 2023	40,885,006	184,509	27,343,520	199,021	68,228,526	383,530

Series Pre-A Preferred Shares

During February to July 2022, the Company issued 35,552,179 Series Pre-A redeemable convertible preferred shares (“Series Pre-A Preferred Shares”) to two entities designated by an investor (“Pre-A Investor A”) for an aggregated consideration of US$153,126, among which US$129,681 was settled by cash and US$23,445 was settled by the Series Pre-A Note issued in November 2021 as mentioned in note 15.

On March 18, 2022, an ordinary shareholder of the Company, who is also a member of management, entered into a share purchase agreement with an investor (“Pre-A Investor B”), pursuant to which the ordinary shareholder sold its 5,332,827 ordinary shares to the Pre-A Investor B with a cash consideration of RMB150,000 (equivalent to US$23,650). On March 22, 2022, the Company’s 5,332,827 ordinary shares were redesignated as Series Pre-A Preferred Shares. The Company considered the redesignation, in substance, was effectively a repurchase and retirement of the ordinary shares and simultaneously an issuance of Series Pre-A Preferred Shares. The excess of the ordinary shares’ fair value over their par value in the amount of US$13,024 was charged to additional paid-in capital. The excess of the preferred shares’ fair value over the ordinary shares’ fair value in the amount of US$10,625 was recognized as share-based compensation expenses, included in “General and administrative expenses” in the consolidated and combined statement of comprehensive loss for the year ended December 31, 2022.

Series A Preferred Shares

During October to December 2022, the Company issued 27,343,520 Series A redeemable convertible preferred shares (“Series A Preferred Shares”) to several investors for an aggregated consideration of US$187,734, among which US$130,304 was settled by cash and the remaining US$57,430 was exchanged by the WFOE Exchangeable Notes issued in November 2021 as mentioned in note 14. One of the investors of Series A Preferred Shares is Northpole GLY 3 LP, a related party controlled by one of the Company’s directors, subscribed 2,818,400 shares for a cash consideration of US$20,000.

The rights, preferences and privileges of the Series Pre-A and Series A redeemable convertible preferred shares are as follows:

Redemption Rights

The holders of redeemable convertible preferred shares have the right to require the Company to redeem their investments, at any time upon the earlier occurrence of:

●

the failure by the Company to complete a Qualified IPO on or before October 11, 2027;

●

any material breach as defined in the shareholder agreement by Founders Offshore Vehicle or any entity of the Group, which has not been cured within ninety (90) days after being requested by relevant holders of redeemable convertible preferred shares;

●

any dishonesty of Founders Offshore Vehicle, which results in material adverse effect to the operation of the Group and cannot be effectively remedied within twenty (20) business days.

The redemption price for each issued and outstanding redeemable convertible preferred share held, shall be an amount equal to (i) 100% of the issuance price, plus (ii) interest at a simple rate of eight percent (8%) per annum accrued on the issuance price during the period from the issuance date to the redemption payment date, however, that the portion relevant to the Pre-A Investor A’s initial investment amount of RMB 150,000 shall accrue the interest from November 29, 2021, minus (iii) the amount of the dividends received, plus (iv) all declared but unpaid dividends.

If the assets or funds of the Company which are legally available on the date that any redemption price is due are insufficient to pay in full all redemption price, those assets or funds which are legally available shall nonetheless be paid and applied in the following preferential sequence: (i) firstly, to the extent permitted by applicable law to pay all redemption price due on such date on the Series A Preferred Shares in proportion to the full amounts to which the holders of Series A Preferred Shares to which such redemption price are due would otherwise be respectively entitled thereon; (ii) secondly, following the full payment of the relevant redemption price to the holders of Series A Preferred Shares, to the extent permitted by applicable law to pay all redemption price due on such date on the Series Pre-A Preferred Shares in proportion to the full amounts to which the holders of Series Pre-A Preferred Shares to which such redemption price are due would otherwise be respectively entitled thereon.

On October 11, 2022, the Company and holders of Series Pre-A Preferred Shares agreed to extend the redemption date of the Series Pre-A Preferred Shares from February 28, 2027 to October 11, 2027. The Company determines the modification to the terms of Series Pre-A Preferred Shares represents a modification, because the difference of the fair values of the redeemable convertible preferred shares immediately before and after the amendment is less than 10%, therefore the Company applied modification accounting by analogy to the modification guidance contained in ASC 718-20, Compensation — Stock Compensation, and the modification that results in a decrease in the fair value of the modified preferred shares was not recognized. The fair value of Series Pre-A Preferred Shares before and after the modification were determined by management with the assistance of a third-party valuation firm.

The Company used the following assumptions in the model:


	October 11, 2022 –		October 11, 2022 –
	before modification		after modification
Risk-free interest rate	2.45	%	2.52	%
Expected volatility	61.52	%	60.26	%
Expected dividend yield	0.00	%	0.00	%
Expected terms	2.22 – 4.39 years		2.22 – 5.00 years
Fair value of ordinary share	US$3.79		US$3.66

The risk-free interest rate is based on the yields of China government bonds with a maturity period close to the expected remaining life of the redeemable convertible preferred shares. The expected volatility was estimated based on the historical volatility of comparable peer public companies with a time horizon close to the expected terms of the Company’s redeemable convertible preferred shares. Expected dividend yield is zero as the Company does not anticipate any dividend payments in the foreseeable future. Expected terms are the remaining contract life of the redeemable convertible preferred shares. The estimated fair value was determined using the back-solve method based on the equity allocation model.

Conversion Rights

Each redeemable convertible preferred share may, at the option of the holders, be converted at any time after the date of issuance of such redeemable convertible preferred share into fully-paid and non-assessable ordinary shares at an initial conversion ratio of 1:1 subject to adjustment for share division, share combination, share dividend, reorganization, mergers, consolidations, reclassifications, exchanges, substitutions, recapitalization or similar events. Each redeemable convertible preferred share shall automatically be converted into ordinary shares, at the applicable then-effective conversion price upon the closing of a Qualified IPO.

Voting Rights

Each redeemable convertible preferred share issued and outstanding shall be entitled to the number of votes equal to the number of ordinary shares into which such redeemable convertible preferred share could be converted at the record date for determination of the shareholders entitled to vote on such matters.

Dividend Rights

All the holders of redeemable convertible preferred shares are entitled to receive the dividends on pro-rata basis according to the relative number of shares held by them on an as-converted basis.

Liquidation Preferences

In the event of any liquidation event, including (i) the liquidation, dissolution or winding up of the Company, whether voluntary or involuntary; or (ii) trade sale, which means whether in a single transaction or series of related transactions, any of the following transactions: (a) the merger, acquisition or similar transaction of the Group (whether by a sale of equity, merger, consolidation, scheme of arrangement or amalgamation) in which the shareholders of the Company immediately prior to such transaction or series of transactions will cease to own a majority of the voting power of the surviving or resulting entity immediately after the consummation of such transaction or series of transactions; or (b) the sale, lease, exclusive license or other disposition of all or substantially all of the assets of the Group or the licensing of all or substantially all of the Group’s intellectual property, the holders of redeemable convertible preferred shares shall be entitled to receive, prior and in preference to any distribution or payment shall be made to the holders of any ordinary shares, the liquidation preference amount per share is equal to (i) 100% of the issuance price, plus (ii) interest at a simple rate of eight percent (8%) per annum accrued on the issuance price during the period from the issuance date to the liquidation payment date, however, that the portion relevant to the Pre-A Investor A’s initial investment amount of RMB 150,000 shall accrue the interest from November 29, 2021, plus (iii) any declared but unpaid dividends, plus (iv) interest at a simple rate of three percent (3%) per annum accrued on the WFOE Exchangeable Notes during the period from November 5, 2021 to the issuance date, only applicable to the WFOE Exchangeable Notes Holder.

If the Company’s available funds and assets are insufficient for the full payment of liquidation preference amounts to all holders of redeemable convertible preferred shares, then the Company’s entire available funds and assets shall be distributed ratably among the holders of redeemable convertible preferred shares in proportion to the aggregate liquidation preference amounts such holder is otherwise entitled to receive.

Liquidation preference is as follows in sequence: Series A Preferred Shares, Series Pre-A Preferred Shares. After distribution or payment in full of the liquidation preference amounts for Series A Preferred Shares and Series Pre-A Preferred Shares, the holders of ordinary shares shall be entitled to receive liquidation amount that equals to the corresponding investment amount paid by the relevant holders of ordinary shares to the Company. After distribution or payment in full of above liquidation amounts, the remaining available funds and assets, if any, shall be distributed ratably among the holders of ordinary shares and Series Pre-A Preferred Shares in proportion to the relative number of ordinary shares held by such shareholders on an as converted basis.

Performance Adjustment Mechanism

In the event that the Group fails to achieve the agreed milestones, including mass production of Eletre no later than June 30, 2023 and mass production of Emeya (Type 133) no later than June 30, 2024 (collectively as “SOP Milestones”) as requested by the Pre-A Investor A, for every six (6) months that the Group is in delay to achieve the SOP Milestones, the Company shall issue to the Pre-A Investor A additional number of Series Pre-A Preferred Shares at nominal price (the total consideration shall be RMB 1) that equals to 0.5% of the then issued and outstanding shares of the Company immediately prior to such issuance (on a fully-diluted basis), provided that the aggregate maximum number of Series Pre-A Preferred Shares to be issued and obtained by the Pre-A Investor A shall be no more than 2% of the Series Pre-A Preferred Shares then held by the Pre-A Investor A acquired under the Series Pre-A Preferred Share purchase agreement (collectively referred to “warrant”).

Accounting of Redeemable Convertible Preferred Shares

The Company has classified the redeemable convertible preferred shares as mezzanine equity in the consolidated balance sheets as they are contingently redeemable upon the occurrence of certain events outside of the Company’s control.

The Company concluded the embedded conversion and redemption option did not need to be bifurcated pursuant to ASC 815 because these terms do not permit net settlement, nor they can be readily settled net by a means outside the contract, nor they can provide for delivery of an asset that puts the holders in a position not substantially different from net settlement.

The Company also determined that the warrant granted to Pre-A Investor A is a freestanding instrument that was accounted for as a warrant liability, as the warrant could be legally detachable and separately exercisable from the Series Pre-A Preferred Shares. At initial recognition, proceeds were first allocated to the warrant based on its fair value and then the residual to the Series Pre-A Preferred Shares. For subsequent measurement, the Company recorded the changes in fair value of warrant liability in the consolidated and combined statements of comprehensive loss. The Company expects that the agreed Milestones will be achieved, thus the Company concludes that the fair value of the warrant liability is minimal as of the issuance date and December 31, 2023 and 2022, respectively. The SOP Milestones for Eletre and Emeya were achieved in December 31, 2022 and January 2024, respectively, therefore no additional Series Pre-A Preferred Shares shall be issued.

Since the Company has adopted ASU 2020-06 on January 1, 2021, the Company did not assess whether the redeemable convertible preferred shares contain beneficial conversion features.

The Company recognized changes in the redemption value immediately as they occur and adjust the carrying value of redeemable convertible preferred shares to their maximum redemption amount at the end of each reporting period, as if it were also the redemption date for redeemable convertible preferred shares.

As mentioned above, the Series A Preferred Shares issued to the WFOE Exchangeable Notes Holder was exchanged by the WFOE Exchangeable Notes issued in November 2021. The Company evaluated accounting of the exchange under ASC 470-50 and determined that they qualified for extinguishment accounting. As such the Company derecognized the carrying amount of the WFOE Exchangeable Notes of US$60,419 and recognized Series A Preferred Shares of US$60,419. Upon exchange, the accumulated recognized other comprehensive loss relating to fair value changes of the WFOE Exchangeable Notes due to instrument-specific credit risk of US$64 was recycled to the consolidated and combined statements of comprehensive loss. During the year ended December 31, 2022, the Company did not record any increase in the carrying amount of Series A Preferred Shares issued to the WFOE Exchangeable Notes Holder as its redemption value was lower than its initial carrying amount.

As the Company’s redeemable convertible preferred shares are denominated in RMB other than the functional currency of the Company, i.e., US$, the measurement of redemption value incorporates the effect of exchange rates on the functional currency amount of the redemption feature. The foreign currency exchange rates are considered in that measurement and their effect either increases or reduces the effect dividends on income available to ordinary shareholders and reported loss per share.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Reconciliation of Net Loss per Common Share (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
Net income allocable to common stock	$ (757,122,000)	$ (724,831,000)	$ (110,531,000)
Weighted average number of ordinary shares, basic (in shares)	474,621,603	475,805,054	334,127,181
Weighted average number of ordinary shares, diluted (in shares)	474,621,603	475,805,054	334,127,181
Loss per ordinary share - Basic	$ (1.60)	$ (1.52)	$ (0.33)
Loss per ordinary share - Diluted	$ (1.60)	$ (1.52)	$ (0.33)
Class A Ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
SIGNIFICANT ACCOUNTING POLICIES
Net income allocable to common stock	$ 192,915	$ 8,671,767
Weighted average number of ordinary shares, basic (in shares)	23,063,000	28,650,874
Weighted average number of ordinary shares, diluted (in shares)	23,063,000	28,650,874
Loss per ordinary share - Basic	$ 0.01	$ 0.30
Loss per ordinary share - Diluted	$ 0.01	$ 0.30
Class B Ordinary shares \| CIK 0001841024 L Catterton Asia Acquisition Corp
SIGNIFICANT ACCOUNTING POLICIES
Net income allocable to common stock	$ 59,914	$ 2,167,941
Weighted average number of ordinary shares, basic (in shares)	7,162,718	7,162,718
Weighted average number of ordinary shares, diluted (in shares)	7,162,718	7,162,718
Loss per ordinary share - Basic	$ 0.01	$ 0.30
Loss per ordinary share - Diluted	$ 0.01	$ 0.30

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
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+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

LEASES - Maturities of operating lease liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Future Minimum Lease Payments
2024	$ 23,902
2025	20,884
2026	19,482
2027	17,137
2028	16,001
Thereafter	55,092
Total undiscounted lease payments	152,498
Less: imputed interest	(30,905)
Total lease liabilities	$ 121,593	$ 114,961

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities:
Net loss	$ (750,255)	$ (724,563)	$ (110,531)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation	54,957	12,790	2,056
Reduction in the carrying amount of operating lease right-of-use assets	20,056	15,413	5,638
Investment loss (income), net	1,162	3,246	(2,229)
Share of results of equity method investments	1,048	2,762
Changes in fair values of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes, excluding impact of instrument-specific credit risk	7,531	22,991	1,367
Changes in fair values of put options	2,508
Share-based compensation expense		10,625
Deferred income tax expense	(126)		216
Non-cash interest expenses	1,620	8,167	3,615
Amortization of deferred income relating to government grants		(54,954)	(490,461)
Expected credit loss expenses	389
Warranty expenses	8,492	0	0
Net unrealized foreign currency exchange losses (gains)	1,466	10,192	(694)
Changes in operating assets and liabilities:
Inventories	(235,074)	(21,628)	(1,960)
Contract liabilities - third parties	42,393	6,286	1,934
Operating lease liabilities	(29,357)	(14,610)	(55,421)
Net cash used in operating activities	(386,932)	(351,419)	(126,505)
Investing activities:
Payments for purchases of property, equipment and software and intangible assets	(213,714)	(133,345)	(34,590)
Proceeds from disposal of property, equipment and software	5,117	1,071	14
Payments for purchases of short-term investments	(38,254)	(300,662)
Proceeds from sales of short-term investments	37,428	289,587
Payments upon settlement of derivative instruments		(641)
Receipt of government grant related to assets	16,345		279,052
Payments for investments in equity investees	(5,059)	(3,114)
Proceeds from disposal of a subsidiary, net of cash disposed	1,379
Loans to related parties	(1,227)	(2,310)
Net cash provided by (used in) investing activities	(197,985)	(149,414)	244,476
Financing activities:
Proceeds from issuance of ordinary shares			197,918
Proceeds from settlement of receivable from shareholders	26,139	76,147
Proceeds from issuance of convertible notes	25,297	75,037	23,445
Proceeds from issuance of exchangeable notes	27,883	378,964	125,039
Proceeds from issuance of mandatorily redeemable noncontrolling interest			6,299
Repayment of mandatorily redeemable noncontrolling interest	(11,554)
Receipts of refundable deposits in connection with the issuance of Series A Preferred Shares		28,945
Repayments of refundable deposits in connection with the issuance of Series A Preferred Shares		(28,628)
Payment for redemption of convertible notes	(5,648)
Receipts of refundable deposits in connection with the Private Investment in Public Equity ("PIPE") investments	10,000
Capital contributions from shareholders			15,695
Dividends paid to a shareholder			(1,880)
Consideration payment in connection with reorganization		(50,794)	(1,663)
Capital contributions by noncontrolling interests	4,460	149
Repayments of loans to a related party		(9,844)
Proceeds from bank loans	481,176	28,170
Repayments of bank loans	(272,897)
Payments to a noncontrolling interest in the liquidation of a subsidiary	(148)
Net cash provided by financing activities	284,708	758,131	364,853
Effect of exchange rate changes on cash and restricted cash	(12,189)	(49,217)	2,943
Net increase (decrease) in cash and restricted cash	(312,398)	208,081	485,767
Cash and restricted cash at beginning of the year	739,533	531,452	45,685
Cash and restricted cash at end of the year	427,135	739,533	531,452
Reconciliation of cash and restricted cash:
Cash	418,941	736,605	531,452
Restricted cash, current	7,873	2,392
Restricted cash, non-current	321	536
Total cash and restricted cash	427,135	739,533	531,452
Supplemental information
Interest paid	8,086	471
Income taxes paid	1,152	1,763	62
Income taxes refund	(45)	(131)	(30)
Non-cash investing and financing activities:
Purchase of property, equipment and software and intangible assets included in accrued expenses and other current liabilities	71,064	108,045	18,321
Purchase of intangible assets through issuance of ordinary shares			116,041
Payable arising from reorganization under common control			36,844
Issuance of Series Pre-A Preferred Shares through conversion of a convertible note		23,445
Re-designation of ordinary shares into of Series Pre-A Preferred Shares		23,650
Accretion of Redeemable Convertible Preferred Shares	15,121	910
Investment securities obtained through conversion of a convertible note		11,316
Payable arising from a distribution agreement	22,296
Issuance of put option liabilities	9,376
Payable arising from deferred listing expenses	1,613
Series Pre-A Preferred Shares
Financing activities:
Proceeds from issuance of preferred shares		129,681
Series A Preferred Shares
Financing activities:
Proceeds from issuance of preferred shares		187,734
Repayment of exchangeable notes for issuance of Series A Preferred Shares		(57,430)
Related party
Changes in operating assets and liabilities:
Accounts receivable	(14,356)	(2,976)	(89)
Prepayments and other current assets	(18,880)	405,176	83,160
Other non-current assets	(2,706)
Accounts payable	335,307	5,975
Accrued expenses and other current liabilities	89,876	(201,088)	401,327
Other non-current liabilities	(91)	1,640
Nonrelated Party
Changes in operating assets and liabilities:
Accounts receivable	(75,265)	(111)
Prepayments and other current assets	(20,268)	1,705	(41,369)
Other non-current assets	(34,248)	(2,044)	(8,028)
Accounts payable	21,067	1,583
Accrued expenses and other current liabilities	124,094	145,857	84,713
Other non-current liabilities	$ 81,728	$ 16,147	$ 251

SHARE-BASED COMPENSATION

12 Months Ended

Dec. 31, 2023

SHARE-BASED COMPENSATION

SHARE-BASED COMPENSATION

27.

SHARE-BASED COMPENSATION

The Company’ s shareholders approved and adopted a share incentive plan in September 2022, or the 2022 Share Incentive Plan, for the purpose of attracting and retaining the best available personnel, providing additional incentives to employees, directors and consultants, and promoting the success of the Group’s business. Under the 2022 Share Incentive Plan, the Company is authorized to grant options. The maximum aggregate number of ordinary shares that may be issued pursuant to all awards under the 2022 Share Incentive Plan is 51,550,661. During the years ended December 31,2023 and 2022, 775,561 and 10,378,710 options were granted under the 2022 Share Incentive Plan, among which, nil and 312,292 share options were granted to non-employee service providers for providing operation consultation and business development services, and nil and 1,028,126 share options were granted to employees of an entity ultimately controlled by the Controlling Shareholder of the Company, respectively. No share option had been granted to directors or officers during the years ended December 31,2023 and 2022.

Share options granted under the 2022 Share Incentive Plan have a contractual term of ten years and have varying vesting terms that requires the grantees to render services for a period ranged from nil to three years under which the grantees earn an entitlement to vest over such stipulated services period. The share awards are only exercisable subject to the grantee’s continuous service and the consummation of a Qualified IPO by the Group.

Share options

A summary of the share options activities for the years ended December 31, 2023 and 2022 is presented below:


			Weighted	Weighted
		Weighted	average	remaining	Aggregate
	Number of	average	grant-date	contractual	intrinsic
	shares	exercise price	fair value	years	value
		US$	US$		US$
Outstanding at January 1, 2022	—	—	—
Granted	10,378,710	2.89	1.90
Outstanding at December 31, 2022	10,378,710	2.89	1.90
Granted	775,561	2.89	4.83
Forfeited	(1,081,038)	2.89	2.21
Outstanding at December 31, 2023	10,073,233	2.89	2.08	8.82	60,831

As of December 31, 2023, no share options were exercisable since their exercisability is subject to the occurrence of a Qualified IPO.

As of December 31, 2023, for the cumulative options granted to employees and non-employee service providers to purchase 9,132,593 shares, nil share-based compensation expense was recognized for these awards as the qualifying event was not probable as of December 31, 2023. The total unrecognized share-based compensation expense relating to these awards as of December 31, 2023 was US$ 18,776, of which US$ 16,243 was based on the degree of service period that had been completed as of December 31, 2023. The Group will recognize compensation expenses relating to the awards cumulatively upon the consummation of a Qualified IPO.

As of December 31, 2023, for the cumulative options granted to employees of an entity controlled by the Controlling Shareholder of the Company to purchase 940,640 shares, the Group elects to recognize the fair value of these options as dividends to the shareholder. The total fair value relating to these awards was US$ 2,101. Note that the company under common control is providing sports cars to the Group and the Group pays the purchase price at market rates, so no compensation expense is reflected for these grants.

The fair values of the options granted are estimated on the dates of grant using the binomial option pricing model with the following assumptions used:


	Years ended December 31,
Grant dates:	2023		2022
Risk-free interest rate⁽ⁱ⁾	3.4% – 4.79	%	3.71% – 4.15	%
Expected volatility⁽ⁱⁱ⁾	54.06% – 54.48	%	56.13% – 56.32	%
Expected dividend yield⁽ⁱⁱⁱ⁾	0.00	%	0.00	%
Exercise multiple^(iv)	2.20 – 2.80		2.20 – 2.80
Expected terms^(v)	10.00 years		10.00 years
Fair value of underlying ordinary share^(vi)	US$5.91 – US$8.93		US$3.61 – US$4.11

(i)	The risk-free interest rate was estimated based on the yield to maturity of U.S. treasury bonds denominated in US$ for a term consistent with the expected term of the Company’s options in effect at the valuation date.

(ii)	The expected volatility was estimated based on the historical volatility of comparable peer public companies with a time horizon close to the expected term of the Company’s options.

(iii)

Expected dividend yield is zero as the Company does not anticipate any dividend payments in the foreseeable future.

(iv)

(v)	Expected term is the contract life of the share options.

(vi)	The estimated fair value was determined using the discounted cash flow method based on the equity allocation model.

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash	$ 418,941	$ 736,605
Restricted cash	7,873	2,392
Inventories	265,190	22,703
Total current assets	883,712	823,463
Non-current assets
Restricted cash	321	536
Investment securities - related parties	3,326
Property, equipment and software, net	354,617	253,471
Intangible assets	116,360	116,364
Operating lease right-of-use assets	173,103	158,724
Total non-current assets	700,966	548,489
Total assets	1,584,678	1,371,952
Current liabilities
Shortterm borrowings - third parties	226,772	28,748
Exchangeable notes	378,638	355,320
Convertible notes	20,277
Mandatorily redeemable noncontrolling interest (including mandatorily redeemable noncontrolling interest of VIEs without recourse to the Company of nil and US$11,381 as of December 31, 2023 and 2022, respectively)		11,381
Total current liabilities	1,757,281	932,879
Non-current liabilities
Put option liabilities	11,884
Exchangeable notes	75,678	71,792
Convertible notes	81,635	76,770
Deferred tax liabilities		126
Deferred income	270,097	258,450
Total non-current liabilities	654,569	523,679
Total liabilities	2,411,850	1,456,558
Commitments and contingencies (note 28)
MEZZANINE EQUITY
Redeemable Convertible Preferred Stock Value	383,530	368,409
SHAREHOLDERS' EQUITY (DEFICIT)
Ordinary shares (US$0.00001 par value per share, 5,000,000,000 shares authorized as of December 31, 2023 and 2022; 474,621,603 shares issued and outstanding as of December 31, 2023 and 2022)	21	21
Additional paid-in capital	358,187	403,103
Receivable from shareholders		(26,447)
Accumulated other comprehensive income	25,267	17,707
Accumulated deficit	(1,588,773)	(846,757)
Total shareholders' deficit attributable to ordinary shareholders	(1,205,298)	(452,373)
Noncontrolling interests	(5,404)	(642)
Total shareholders' deficit	(1,210,702)	(453,015)
Total liabilities, mezzanine equity and shareholders' deficit	1,584,678	1,371,952
Related party
Current assets
Accounts receivable	22,430	8,545
Prepayments and other current assets	28,744	8,732
Non-current assets
Investment securities - related parties	3,326	8,411
Other non-current assets	2,706
Current liabilities
Accounts payable	340,419	5,770
Accrued expenses and other current liabilities	290,686	183,237
Non-current liabilities
Operating lease liabilities	12,064	170
Other non-current liabilities	1,634	1,584
Nonrelated Party
Current assets
Accounts receivable	76,664	111
Prepayments and other current assets	63,870	44,375
Non-current assets
Other non-current assets	50,533	10,983
Current liabilities
Shortterm borrowings - third parties	226,772	28,748
Accounts payable	20,123	1,466
Contract liabilities - third parties	44,184	7,843
Operating lease liabilities - third parties (including operating lease liabilities - third parties of VIEs without recourse to the Company of nil and US$716 as of December 31, 2023 and 2022, respectively)	16,760	15,815
Accrued expenses and other current liabilities	419,422	323,299
Non-current liabilities
Contract liabilities - third parties	6,245
Operating lease liabilities	91,929	98,963
Other non-current liabilities	103,403	15,824
Series Pre-A Preferred Shares Preferred Shares
MEZZANINE EQUITY
Redeemable Convertible Preferred Stock Value	184,509	177,284
Series A Preferred Shares Preferred Shares
MEZZANINE EQUITY
Redeemable Convertible Preferred Stock Value	$ 199,021	$ 191,125

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, equipment and software, net (Details)	Dec. 31, 2023
Machinery and R&D equipment \| Minimum
Property, equipment and software, net
Property plant and equipment useful life	3 years
Machinery and R&D equipment \| Maximum
Property, equipment and software, net
Property plant and equipment useful life	10 years
Molds and tooling \| Minimum
Property, equipment and software, net
Property plant and equipment useful life	5 years
Molds and tooling \| Maximum
Property, equipment and software, net
Property plant and equipment useful life	10 years
Motor vehicles \| Minimum
Property, equipment and software, net
Property plant and equipment useful life	2 years
Motor vehicles \| Maximum
Property, equipment and software, net
Property plant and equipment useful life	5 years
Office and electronic equipment \| Minimum
Property, equipment and software, net
Property plant and equipment useful life	3 years
Office and electronic equipment \| Maximum
Property, equipment and software, net
Property plant and equipment useful life	5 years
Purchased software \| Minimum
Property, equipment and software, net
Property plant and equipment useful life	3 years
Purchased software \| Maximum
Property, equipment and software, net
Property plant and equipment useful life	10 years

EXCHANGEABLE NOTES (Details) - USD ($) $ in Thousands	12 Months Ended
EXCHANGEABLE NOTES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
EXCHANGEABLE NOTES
Balance as of beginning	$ 427,112	$ 126,420
Issuance of exchangeable notes	27,883	378,964	$ 125,039
Exchange to Series A redeemable convertible preferred shares (note 14)		(60,419)
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk	4,448	13,162	1,065
Changes in fair values of exchangeable notes due to the instrument- specific credit risk	1,670	33	(132)
Foreign currency translation adjustment	(6,797)	(31,048)	448
Balance as of ending	454,316	427,112	126,420
- Current portion	378,638
- Non-current portion	75,678
WFOE Exchangeable Notes
EXCHANGEABLE NOTES
Balance as of beginning	355,320	126,420
Issuance of exchangeable notes	27,883	307,172	125,039
Exchange to Series A redeemable convertible preferred shares (note 14)		(60,419)
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk	737	13,162	1,065
Changes in fair values of exchangeable notes due to the instrument- specific credit risk	272	33	(132)
Foreign currency translation adjustment	(5,574)	(31,048)	448
Balance as of ending	378,638	355,320	126,420
- Current portion	378,638
Lightning Speed Exchangeable Notes
EXCHANGEABLE NOTES
Balance as of beginning	71,792
Issuance of exchangeable notes		71,792
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk	3,711	0	0
Changes in fair values of exchangeable notes due to the instrument- specific credit risk	1,398	0	$ 0
Foreign currency translation adjustment	(1,223)
Balance as of ending	75,678	$ 71,792
- Non-current portion	$ 75,678

DESCRIPTION OF BUSINESS AND ORGANIZATION - History of group and basis of presentation (Details) - shares							1 Months Ended	12 Months Ended
	Feb. 22, 2024	Dec. 24, 2021	Nov. 11, 2021	Nov. 04, 2021	Sep. 24, 2021	Aug. 09, 2021	Feb. 28, 2023	Dec. 31, 2023	Dec. 29, 2020
DESCRIPTION OF BUSINESS AND ORGANIZATION
Percentage of equity interest acquired								100.00%
Lotus E V \| Lotus Technology Inc \| Subsequent events
DESCRIPTION OF BUSINESS AND ORGANIZATION
Number of shares issued	474,621,603
Geely holding \| Lotus Technology International Investment Limited
DESCRIPTION OF BUSINESS AND ORGANIZATION
Ownership interest held (as a percent)			100.00%
Geely holding \| WFOE
DESCRIPTION OF BUSINESS AND ORGANIZATION
Ownership interest held (as a percent)									60.00%
Founders Offshore Vehicle \| WFOE
DESCRIPTION OF BUSINESS AND ORGANIZATION
Ownership interest held (as a percent)									40.00%
Founders Offshore Vehicle
DESCRIPTION OF BUSINESS AND ORGANIZATION
Common stock subscribed						191,981,772
Number of shares issued						191,981,772
WFOE \| Sanya Lotus and Hangzhou Lotus
DESCRIPTION OF BUSINESS AND ORGANIZATION
Percentage of equity interest acquired							100.00%
WFOE \| Etika
DESCRIPTION OF BUSINESS AND ORGANIZATION
Percentage of equity interest acquired					33.33%
WFOE \| Geely holding
DESCRIPTION OF BUSINESS AND ORGANIZATION
Percentage of equity interest acquired					22.22%
WFOE \| Founders Offshore Vehicle
DESCRIPTION OF BUSINESS AND ORGANIZATION
Percentage of equity interest acquired					44.45%
Etika
DESCRIPTION OF BUSINESS AND ORGANIZATION
Number of shares issued			143,986,329
Lotus Technology International Investment Limited
DESCRIPTION OF BUSINESS AND ORGANIZATION
Percentage of equity interest acquired			100.00%
Number of shares issued			95,990,886					95,990,886
LGIL
DESCRIPTION OF BUSINESS AND ORGANIZATION
Number of shares issued		47,995,443		47,995,443

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

CIK 0001841024 L Catterton Asia Acquisition Corp

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

The Company had marketable securities held in trust account totaling $234,734,447 and $290,664,460 at December 31, 2023 and 2022, respectively. At December 31, 2023 and 2022, substantially all of the assets held in the Trust Account were held in money market funds which invest U.S. Treasury securities. The Company’s portfolio of marketable securities held in the Trust Account is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, investments in money market funds that invest in U.S. government securities, cash, or a combination thereof. Gains and losses resulting from the change in fair value of these securities is included in gain on investment held in Trust Account. The estimated fair values of the marketable securities held in the Trust Account are determined using available market information.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Note 2, Note 4, Note 5, Note 7 and Note 8) in accordance with ASC 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity”, and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the Balance Sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement”, with changes in fair value recognized in the Statements of Operations in the period of change.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary share (including ordinary share that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified in temporary equity. At all other times, ordinary share is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2023 and 2022, the 21,783,622 and 28,650,874, respectively, Class A Ordinary Shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheets.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary share to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary share are affected by charges against additional paid in capital and accumulated deficit.

As of December 31, 2023 and 2022, the ordinary shares reflected on the balance sheet are reconciled in the following table:


Class A ordinary shares subject to possible redemption, as of December 31, 2021	$	286,531,700
Plus:
Remeasurement of carrying value to redemption value		4,132,759
Class A ordinary shares subject to possible redemption, as of December 31, 2022	$	290,664,459
Less:
Redemptions		(70,200,754)
Plus:
Remeasurement of carrying value to redemption value		14,270,741
Class A ordinary shares subject to possible redemption, as of December 31, 2023	$	234,734,446

Income Taxes

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2023 and 2022, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Income Per Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net income per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A Ordinary Shares and Class B Ordinary Shares. Earnings and losses are shared pro rata between the two classes of shares. The Company has not considered the effect of warrants sold in the Initial Public Offering and the private placement to purchase 15,037,074 ordinary shares in the calculation of diluted income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented.

The Company’s statement of operations applies the two-class method in calculating net income per share. Basic and diluted net income per ordinary share for Class A ordinary shares and Class B ordinary shares is calculated by dividing net income attributable to the Company by the weighted average number of shares of Class A ordinary share and Class B ordinary share outstanding, allocated proportionally to each class of ordinary share.

Reconciliation of Net Income per Common Share

The Company’s net income is adjusted for the portion of net income that is allocable to each class of ordinary shares. The allocable net income is calculated by multiplying net income by the ratio of weighted average number of shares outstanding attributable to Class A and Class B ordinary shares to the total weighted average number of shares outstanding for the period. Accordingly, basic and diluted income per ordinary share is calculated as follows:


	Year Ended		Year Ended
	December 31,		December 31,
	2023		2022
Class A Common Stock
Net income allocable to Class A common stock	$	192,915	$	8,671,767
Basic and diluted weighted average shares outstanding		23,063,000		28,650,874
Basic and diluted net income per share	$	0.01	$	0.30
Class B Common Stock
Net income allocable to Class B common stock	$	59,914	$	2,167,941
Weighted average shares outstanding, basic and diluted		7,162,718		7,162,718
Basic and diluted net income per common share	$	0.01	$	0.30

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Recent Accounting Pronouncements

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016 - 13 - Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016 - 13”). This update requires financial assets measured at amortized cost basis to be presented at the net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies. The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The Company adopted ASU 2016 - 13 on January 1, 2023. The adoption of ASU 2016 - 13 did not have an impact on its financial statements.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023 - 09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income

taxes paid, among other disclosure requirements. ASU 2023 - 09 is effective for fiscal years beginning after December 15, 2025. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023 - 09 will have a material impact on its consolidated financial statements and disclosures.

The Company’s management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

EXCHANGEABLE NOTES (Tables)

12 Months Ended

Dec. 31, 2023

Exchangeable notes

EXCHANGEABLE NOTES

Schedule of exchangeable notes


		Lightning
	WFOE	Speed
	Exchangeable	Exchangeable
	Notes	Notes	Total
	US$	US$	US$
Balance as of January 1, 2021	—	—	—
Issuance of exchangeable notes	125,039	—	125,039
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk	1,065	—	1,065
Changes in fair values of exchangeable notes due to the instrument-specific credit risk	(132)	—	(132)
Foreign currency translation adjustment	448	—	448
Balance as of December 31, 2021	126,420	—	126,420
Issuance of exchangeable notes	307,172	71,792	378,964
Exchange to Series A redeemable convertible preferred shares (note 17)	(60,419)	—	(60,419)
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk	13,162	—	13,162
Changes in fair values of exchangeable notes due to the instrument-specific credit risk	33	—	33
Foreign currency translation adjustment	(31,048)	—	(31,048)
Balance as of December 31, 2022	355,320	71,792	427,112
Issuance of exchangeable notes	27,883	—	27,883
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk	737	3,711	4,448
Changes in fair values of exchangeable notes due to the instrument-specific credit risk	272	1,398	1,670
Foreign currency translation adjustment	(5,574)	(1,223)	(6,797)
Balance as of December 31, 2023	378,638	75,678	454,316
– Current portion	378,638	—	378,638
– Non-current portion	—	75,678	75,678

WFOE Exchangeable Notes

EXCHANGEABLE NOTES

Schedule of assumptions used in determination of fair value of Exchangeable Notes


	As of December 31,
	2023		2022
Risk-free interest rate	1.75	%	2.07	%
Discount rate	20.00	%	20.00	%
Probability of conversion	90.00	%	50.00% – 75.00	%
Bond yields	3.27%-4.06	%	7.35% – 7.76	%
Probability of occurrence of Qualified IPO	90.00	%	45.00	%

Lightning Speed Exchangeable Notes

EXCHANGEABLE NOTES

Schedule of assumptions used in determination of fair value of Exchangeable Notes


	As of December 31,
	2023		2022
Risk-free interest rates	2.08%-2.29	%	2.40% – 2.60	%
Probability of conversion	75.00	%	75.00	%
Bond yield	4.03	%	7.11	%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

INCOME TAX - Effective income tax reconciliation (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
INCOME TAX
Statutory income tax rate	25.00%	25.00%	25.00%
Withholding tax rate	10.00%
Hong Kong
INCOME TAX
Effective income tax rate	16.50%
Base assessable profits	$ 2
First HK$2 million of profits, tax rate	8.25%
Germany
INCOME TAX
Corporate Tax	15.825%	15.825%	15.825%
Trade Tax	14.35%	14.35%	13.825%
Percentage of trade income for trade tax base	3.50%
Percentage of tax factor for specific municipality	410.00%	410.00%	395.00%
UK
INCOME TAX
Effective income tax rate	25.00%	19.00%	19.00%
Netherlands
INCOME TAX
Effective income tax rate	25.80%	25.80%	25.80%

DISTRIBUTION AGREEMENT

12 Months Ended

Dec. 31, 2023

DISTRIBUTION AGREEMENT

DISTRIBUTION AGREEMENT

21.DISTRIBUTION AGREEMENT

On January 31, 2023, the Group entered into a distribution agreement with LCL, a wholly owned subsidiary of LGIL and ultimately controlled by the Controlling Shareholder of the Company, pursuant to which, the Group was appointed as the exclusive global distributor to distribute certain models of vehicles and to provide after-sale services and brand, marketing and public relations for such vehicles distributed by it since January 31, 2023, for a cash consideration of GBP18,055 (equivalent to US$22,296).

The Group determined that the acquisition of distribution right did not result in a change in the reporting entity and was accounted for prospectively from the date of the transfer. The acquisition of the distribution right was accounted for as a transaction between entities under common control, with the asset recognized at the historical cost of the ultimate parent. The difference between purchase price of US$22,296 and historical cost of nil was recorded as a distribution to shareholders in additional paid-in capital.

CONVERTIBLE NOTES - 2023 Convertible Notes (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands						12 Months Ended
	Nov. 11, 2023 USD ($)	May 30, 2023 USD ($)	May 28, 2023 $ / shares	Apr. 28, 2023 CNY (¥)	Nov. 29, 2021	Dec. 31, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
CONVERTIBLE NOTES
Term of the debt instrument					1 year
Changes in fair values of exchangeable notes due to the instrument- specific credit risk						$ 1,670	$ 33	$ (132)
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk						4,448	13,162	1,065
2023 Convertible notes
CONVERTIBLE NOTES
Payment of partial redemption price							5,648
Changes in fair value of the convertible notes						628	0	0
Changes in fair values of exchangeable notes due to the instrument- specific credit risk						12	0	0
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk						616	$ 0	$ 0
Pre-IPO Notes
CONVERTIBLE NOTES
Principal amount of debt agreed to issue						$ 23,500
Term of the debt instrument						1 year
Additional term of debt instrument						6 months
Cash consideration for agreed subscription of notes						$ 9,500
Aggregate principal amount of loan						$ 14,000
Interest rate						8.00%
Conversion price of convertible notes (in RMB per share) \| $ / shares						$ 10.00
Momenta Note
CONVERTIBLE NOTES
Aggregate principal amount of loan \| ¥				¥ 80,000
Interest rate				8.00%
Conversion price of convertible notes (in RMB per share) \| $ / shares			$ 10.00
Threshold number of business days after the maturity date for redemption				1 year
Percentage of redemption price on principal amount			50.00%
Payment of partial redemption price	$ 5,648
Momenta Note \| Ningbo Robotics
CONVERTIBLE NOTES
Aggregate principal amount of loan		$ 11,297
Percentage of equity interest to be acquired		40.00%
Cash Consideration upon Acquisition of Equity Interest		$ 80,000

CONVERTIBLE NOTES (Details) ¥ in Thousands, $ in Thousands	1 Months Ended	12 Months Ended
CONVERTIBLE NOTES (Details) ¥ in Thousands, $ in Thousands	Dec. 31, 2021 CNY (¥)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
CONVERTIBLE NOTES
Issuance of convertible notes		$ 25,297	$ 75,037	$ 23,445
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk		4,448	13,162	1,065
Changes in fair values of convertible notes due to the instrument-specific credit risk		1,670	33	(132)
Foreign currency translation adjustment		(6,797)	(31,048)	448
- Current portion		20,277
- Non-current portion		81,635	76,770
Convertible notes
CONVERTIBLE NOTES
Beginning balance		76,770	23,445
Issuance of convertible notes		25,297	75,037	23,445
Conversion to Series Pre-A redeemable convertible preferred shares (note 14)			(23,445)
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk		2,992	4,264
Changes in fair values of convertible notes due to the instrument-specific credit risk		6,963	890
Foreign currency translation adjustment		(1,390)	(3,421)
Partial redemption of convertible notes			(5,648)
Interest paid			(3,072)
Ending balance		101,912	76,770	23,445
- Current portion		20,277
- Non-current portion		81,635
Series Pre-A Note
CONVERTIBLE NOTES
Beginning balance			23,445
Issuance of convertible notes				23,445
Conversion to Series Pre-A redeemable convertible preferred shares (note 14)			(23,445)
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk \| ¥	¥ 0
Ending balance				23,445
Subsidiary Convertible Note
CONVERTIBLE NOTES
Beginning balance		76,770
Issuance of convertible notes			75,037
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk		2,376	4,264	0
Changes in fair values of convertible notes due to the instrument-specific credit risk		6,951	890	0
Foreign currency translation adjustment		(1,390)	(3,421)
Interest paid			(3,072)
Ending balance		81,635	76,770
- Non-current portion		81,635
2023 Convertible Notes
CONVERTIBLE NOTES
Issuance of convertible notes		25,297
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk		616	0	0
Changes in fair values of convertible notes due to the instrument-specific credit risk		12	0	$ 0
Partial redemption of convertible notes			$ (5,648)
Ending balance		20,277
- Current portion		$ 20,277

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - THIRD PARTIES (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES - THIRD PARTIES
Accrued salaries and benefits	$ 68,160	$ 46,362
Payables for R&D expenses	75,578	83,261
Payables for marketing events	48,190	47,729
Payables for purchase of property, equipment and software	51,278	88,286
Refundable deposits from customers	27,007	3,410
Deposits from third parties	19,608	4,684
VAT and other taxes payables	23,190	4,843
Payable for service fees	33,229	21,176
Bank acceptance notes and letter of credit	38,290	11,025
Refundable deposits in connection with the PIPE investments	9,699
Others	25,193	12,523
Total	$ 419,422	$ 323,299

MANDATORILY REDEEMABLE NONCONTROLLING INTEREST - Roll forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Mandatorily Redeemable Noncontrolling Interest [Roll Forward]
Beginning balance	$ 11,381	$ 6,593
Issuance of mandatorily redeemable noncontrolling interest			$ 6,299
Changes in fair values of mandatorily redeemable noncontrolling interest, excluding impact of instrument-specific credit risk	108	5,565	302
Changes in fair values of mandatorily redeemable noncontrolling interest due to the instrument specific credit risk	0	(30)	13
Redemption of mandatorily redeemable noncontrolling interest	(11,554)
Foreign currency translation adjustment	$ 65	(747)	(21)
Ending balance		$ 11,381	$ 6,593

INCOME TAX -Operating loss carryforward (Details) € in Thousands, £ in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 EUR (€)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023 USD ($)	Dec. 31, 2023 GBP (£)
INCOME TAX
Operating loss carryforwards				$ 470,713
2026
INCOME TAX
Operating loss carryforwards				43,523
2027
INCOME TAX
Operating loss carryforwards				151,292
2028
INCOME TAX
Operating loss carryforwards				275,898
Netherlands
INCOME TAX
Net operating loss carryforwards subject to expiration				94,088
Term of operating loss carry forward \| €	€ 1,000
Effective income tax rate	25.80%	25.80%	25.80%
Percentage of taxable profits	50.00%
UK
INCOME TAX
Net operating loss carryforwards subject to expiration				$ 140,725
Effective income tax rate	25.00%	19.00%	19.00%
Annual limit of utilization \| £					£ 5,000

INCOME TAX

12 Months Ended

Dec. 31, 2023

INCOME TAX

INCOME TAX

23.

INCOME TAX

a)	Income tax

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.

Hong Kong

Under the current Hong Kong Inland Revenue Ordinance, the Company’s Hong Kong subsidiary is subject to Hong Kong profits tax at the rate of 16.5% on its taxable income generated from the operations in Hong Kong. The first HK$2 million of assessable profits earned by a company will be taxed at 8.25% whilst the remaining profits will continue to be taxed at 16.5%. There is an anti-fragmentation measure where each group will have to elect only one company in the group to benefit from the progressive anti-fragmentation two-tier rates.

The PRC, excluding Hong Kong

The Group’s PRC subsidiaries and consolidated VIEs are subject to the PRC Enterprise Income Tax Law (“EIT Law”) and are taxed at the statutory income tax rate of 25%, unless otherwise specified.

Under the EIT Law and its implementation rules, an enterprise established outside the PRC with a “place of effective management” within the PRC is considered a PRC resident enterprise for PRC enterprise income tax purposes. A PRC resident enterprise is generally subject to certain PRC tax reporting obligations and a uniform 25% enterprise income tax rate on its worldwide income. The implementation rules to the EIT Law provide that non-resident legal entities are considered PRC residents if substantial and overall management and control over the manufacturing and business operations, personnel, accounting, properties, etc., occurs within the PRC. Despite the present uncertainties resulting from the limited PRC tax guidance on the issue, the Company does not believe that the legal entities organized outside the PRC should be treated as residents for EIT Law purposes. If the PRC tax authorities subsequently determine that the Company and its subsidiaries registered outside the PRC are deemed resident enterprises, the Company and its subsidiaries registered outside the PRC will be subject to the PRC income tax at a rate of 25%.

Dividends paid to non-PRC-resident corporate investor from profits earned by the PRC subsidiaries after January 1, 2008 would be subject to a withholding tax. The EIT law and its relevant regulations impose a withholding tax at 10%, unless reduced by a tax treaty or agreement, for dividends distributed by a PRC-resident enterprise to its non-PRC-resident corporate investor for earnings generated beginning on January 1, 2008.

Other Countries

The maximum applicable income tax rates of other countries where the Company’s subsidiaries having significant operations in the years ended December 31, 2023, 2022 and 2021 are as follows:


	Year ended December 31,
	2023		2022		2021
Germany
– Corporation tax*	15.825	%	15.825	%	15.825	%
– Trade tax*	14.35	%	14.35	%	13.825	%
UK**	25	%	19	%	19	%
Netherlands	25.8	%	25.8	%	25.8	%

This corporate tax rate excludes trade tax, which rate depends on the municipality in which Lotus GmbH conducts its business. Trade Tax is calculated by determining the Trade Tax Base with 3.5% of the trade income and applying the tax factor which differs according to the specific municipality in Germany and equals 410%, 410% and 395% for the municipality of Raunheim in 2023, 2022 and 2021, respectively.

**	UK corporate income tax rate changed from 19% to 25% since April 2023.

The components of loss before income taxes are as follows:


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
The PRC, excluding Hong Kong	(514,816)	(652,302)	(113,598)
Germany	(5,370)	801	2,060
UK	(166,174)	821	2,415
Netherlands	(46,774)	(47,710)	(1,415)
Cayman Islands	(4,383)	(25,598)	1,860
Hong Kong	(1,859)	78	—
Others	(9,766)	(361)	—
Total	(749,142)	(724,271)	(108,678)

The components of income tax expense for the years ended December 31, 2023, 2022 and 2021 are as follows:


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Current income tax expense
−The PRC, excluding Hong Kong	727	73	852
− Germany	332	400	603
− UK	—	(187)	182
− Netherlands	—	—	—
− Cayman Islands	—	—	—
− Hong Kong	—	—	—
− Others	54	6	—
Total current tax provision	1,113	292	1,637
Deferred income tax expense
− The PRC, excluding Hong Kong	—	—	—
− Germany	—	—	—
− UK	—	—	216
− Netherlands	—	—	—
− Cayman Islands	—	—	—
− Hong Kong	—	—	—
− Others	—	—	—
Total deferred tax expense	—	—	216
Total income tax expense	1,113	292	1,853

The actual income tax expense reported in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021 differs from the amount computed by applying the PRC income tax rate of 25% to loss before income taxes due to the following:


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Computed expected income tax benefit at the PRC statutory tax rate of 25%	(187,286)	(181,068)	(27,170)
Effect on tax rates in different tax jurisdiction	824	5,997	(373)
Preferential tax rate impact	(423)	—	—
Tax effect of non-deductible expenses	2,474	480	110
Tax effect of R&D expenses additional deduction	(17,732)	(3,068)	(134)
Change in valuation allowance	202,586	177,715	29,784
Tax filing difference	663	—	—
Others	7	236	(364)
Actual income tax expense	1,113	292	1,853

b) Deferred income taxes

The tax effects of temporary differences that give rise to the deferred tax assets (liabilities) balances as of December 31, 2023 and 2022 are as follows:


	As of December 31,
	2023	2022
	US$	US$
Deferred tax assets:
Net operating losses carryforwards	186,642	78,971
Accrued expenses	22,664	23,271
Deferral of tax deduction of R&D expenses	308,850	263,384
Operating lease liabilities	31,633	29,201
Exchangeable notes	5,061	3,532
Mandatorily redeemable noncontrolling interest	-	1,463
Convertible notes	3,620	1,289
Deferral of tax deduction of advertising expenses	10,054	6,404
Property, equipment and software	2,908	364
Equity investments	843	667
Deferred revenue	19,102	1,619
Total gross deferred tax assets	591,377	410,165
Valuation allowance on deferred tax assets	(390,737)	(202,715)
Deferred tax assets, net of valuation allowance	200,640	207,450
Deferred tax liabilities:
Property, equipment and software	(3,430)	(285)
Derivative assets	(17)	—
Government grants	(155,717)	(178,090)
Operating lease right-of-use assets	(41,476)	(29,201)
Total deferred tax liabilities	(200,640)	(207,576)
Net deferred tax liabilities	—	(126)

The deferred taxes noted above are classified as follows in the Company’s consolidated balance sheets:


	As of December 31,
	2023	2022
	US$	US$
Deferred tax assets	—	—
Deferred tax liabilities	—	(126)
Net deferred tax liabilities	—	(126)

A valuation allowance is provided against deferred income tax assets when the Group determines that it is more-likely-than-not that the deferred income tax assets will not be utilized in the foreseeable future. In making such determination, the Group evaluates a variety of factors including the Group’s operating history, accumulated deficit, existence of taxable temporary differences and reversal periods.

As of December 31, 2023, the valuation allowances of US$390,737 were related to the deferred income tax assets of the certain subsidiaries of the Company which were in loss position. These entities were in a cumulative loss position, which is a significant negative indicator to overcome that sufficient income will be generated over the periods in which the deferred income tax assets are deductible or utilized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible or utilized. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

Changes in valuation allowance are as follows:


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Balance at the beginning of the year	202,715	32,914	3,130
Addition	215,886	177,715	29,784
Deduction	(25,934)	—	—
Effect of foreign currency translation	(1,930)	(7,914)	—
Balance at the end of the year	390,737	202,715	32,914

As of December 31, 2023, the net operating loss carryforwards of the Company’s subsidiaries and VIEs in the PRC amounted to US$470,713, which can be carried forward for five years to offset future taxable profit. The net operating loss carryforwards of the Company’s subsidiaries and VIEs in the PRC, excluding Hong Kong, will expire during the period from year 2026 to year 2028, if unused by the following year-end:


Year ending December 31,		Amount
		US$
2026		43,523
2027		151,292
2028		275,898
Total		470,713

As of December 31, 2023, the net operating loss carryforwards of the Company’s subsidiaries incorporated in Netherlands amounted to US$94,088. Operating losses can be carried forward without time limitation but are available to offset the first EUR 1,000 of taxable profits and 50% of taxable profits in excess of this of the current fiscal year.

As of December 31, 2023, the net operating loss carryforwards of the Company’s subsidiaries incorporated in UK amounted to US$140,725. Operating losses can be carried forward without time limitation but the annual limit of utilization of carryforward loss, without any cash tax impact, is GBP 5,000.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

LEASES - Weighted-average remaining lease term and discount rate (Details)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
LEASES
Weighted-average remaining lease term - Operating leases	8 years 3 days	8 years 4 months 13 days	7 years 4 months 9 days
Weighted-average discount rate - Operating leases	6.60%	6.99%	5.74%

PREPAYMENTS AND OTHER CURRENT ASSETS - THIRD PARTIES (Tables)

12 Months Ended

Dec. 31, 2023

PREPAYMENTS AND OTHER CURRENT ASSETS - THIRD PARTIES

Schedule of prepayments and other current assets


	As of December 31,
	2023	2022
	US$	US$
Deductible VAT	41,066	36,508
Prepayments to third-party suppliers	11,280	2,446
Deposits	3,995	3,747
Deferred listing expenses	1,686	—
Others	5,850	1,674
Less: Allowance for credit losses ⁽ⁱ⁾	(7)	—
Total	63,870	44,375

(i)	The movement of the allowance for credit losses is as follows:

Schedule of allowance for credit losses


		US$
Balance as of December 31, 2022		—
Impact of adoption of ASC 326		2
Balance as of January 1, 2023		2
Provisions		4
Foreign currency translation adjustment		1
Balance as of December 31, 2023		7

LEASES

12 Months Ended

Dec. 31, 2023

LEASES

LEASES

8.	LEASES

The Group has entered into various non-cancellable operating agreements for land use rights, certain offices, warehouses, retail and service locations, and vehicles worldwide. The Group determines if an arrangement is a lease, or contains a lease, at inception and record the leases in the financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

The components of lease cost were as follows:


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Operating lease cost	27,815	21,701	6,389
Short-term lease cost	4,288	2,595	847
Variable lease cost	141	49	231
Total	32,244	24,345	7,467

Certain leases have annual rent escalations based on subsequent year-to-year changes in the consumer price index (“CPI”). While operating lease liabilities are not remeasured as a result of changes to the CPI, the year-to-year changes to the CPI are treated as variable lease payments and recognized in the period in which they are incurred.

The above lease costs are recognized as cost of sales, selling and marketing expenses, general and administrative expenses and research and development expenses.

Supplemental cash flows information related to leases was as follows:


	Year Ended December 31,
	2023	2022	2021
	US$	US$	US$
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases*	34,752	16,085	56,024
Right-of-use assets obtained in exchange for lease obligations
Operating leases	42,707	76,584	56,610

*	For the years ended December 31, 2023, 2022 and 2021, this amount includes prepayments for land use rights of US$10,900, nil and US$49,237, respectively, with lease terms of 40 years to 50 years.

Supplemental balance sheet information related to leases was as follows:


	As of December 31,
	2023	2022
	US$	US$
Operating Leases
Operating lease right-of-use assets*	173,103	158,724
Total operating lease assets	173,103	158,724
Operating lease liabilities, current
− Operating lease liabilities-third parties	16,760	15,815
− Operating lease liabilities-related parties**	840	13
Operating lease liabilities, non-current
− Operating lease liabilities-third parties	91,929	98,963
− Operating lease liabilities-related parties	12,064	170
Total operating lease liabilities	121,593	114,961

*	Operating lease right-of-use assets included land use rights with carrying amount of US$52,811 and US$43,974, of which, US$32,653 and nil were pledged as security for the exchangeable notes as mentioned in note 14 as of December 31, 2023 and 2022, respectively.

**	This item is included in accrued expenses and other current liabilities – related parties in the consolidated balance sheets as of December 31, 2023 and 2022, respectively.

Weighted average remaining lease term and weighted average discount rate for leases, excluding prepaid land use rights, are as follows:


	Year ended December 31,
	2023		2022		2021
Weighted-average remaining lease term
Operating leases	8.01 years		8.37 years		7.36 years
Weighted-average discount rate
Operating leases	6.60	%	6.99	%	5.74	%

Because the leases do not provide an implicit rate of return, the Group used the incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Maturities of operating lease liabilities were as follows:


		As of
		December 31,
		2023
		US$
2024		23,902
2025		20,884
2026		19,482
2027		17,137
2028		16,001
Thereafter		55,092
Total undiscounted lease payments		152,498
Less: imputed interest		(30,905)
Total lease liabilities		121,593

As of December 31, 2023, the Group had future minimum lease payments for non-cancelable short-term operating leases of US$79.

DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables)

12 Months Ended

Dec. 31, 2023

DESCRIPTION OF BUSINESS AND ORGANIZATION

Summary of consolidated consolidated assets and liabilities, revenues, net loss and cash flow information


		As of December 31,
		2022
		US$
Cash		156,571
Inventories		108
Prepayments and other current assets – third parties		2,313
Total current assets		158,992
Property, equipment and software, net		14,189
Operating lease right-of-use assets		12,388
Other non-current assets		1,122
Total assets		186,691
Amounts due to inter-companies⁽ⁱ⁾		10,551
Operating lease liabilities – third parties		716
Accrued expenses and other current liabilities – third parties		35,254
Accrued expenses and other current liabilities – related parties		801
Mandatorily redeemable noncontrolling interest		11,381
Total current liabilities		58,703
Operating lease liabilities – third parties		1,662
Exchangeable notes⁽ⁱⁱ⁾		71,792
Convertible notes⁽ⁱⁱ⁾		76,770
Total liabilities		208,927

(i)	As of December 31, 2022, amounts due to inter-companies represent the payables that the VIEs had with the Company’s subsidiaries, which were eliminated in the Company’s consolidated and combined financial statements.

(ii)	As of December 31, 2022, the exchangeable notes of US$71,792 was guaranteed by the WFOE and the convertible notes of US$76,770 was guaranteed by the Company and the WFOE.


	From January 1, 2023	Year ended	Year ended
	to the completion of	December 31,	December 31,
	the Restructuring	2022	2021
	US$	US$	US$
Revenues	—	—	—
Net loss⁽ⁱ⁾	(74,137)	(52,431)	(8,737)
Net cash used in operating activities⁽ⁱⁱ⁾	(8,281)	(8,869)	(7,993)
Net cash used in investing activities	(38,400)	(5,630)	—
Net cash(used in) provided by financing activities⁽ⁱⁱⁱ⁾	(107,317)	137,876	55,951
Effect of exchange rate changes on cash	(2,573)	(15,900)	1,136
Net decrease in cash	(156,571)	107,477	49,094
Cash at beginning of the period/year	156,571	49,094	—
Cash at end of the period/year	—	156,571	49,094

(i)

Net loss includes other expenses of US$56,752 and nil and nil arising from the transfer of VIE’s assets and liabilities to a subsidiary of WFOE for period between January 1, 2023 and the completion of the Restructuring, and the years ended December 31, 2022 and 2021, respectively, which were eliminated upon consolidation.

(ii)

Net cash used in operating activities includes amounts of US$88,423, US$3,348 and nil paid to the Company’s subsidiaries and amounts of US$86,697, US$34 and nil provided by the Company’s subsidiaries for period between January 1, 2023 and the completion of the Restructuring, and the years ended December 31, 2022 and 2021, respectively, which were eliminated upon consolidation.

(iii)

Net cash (used in) provided by financing activities includes amounts of US$158,509, US$10,611 and US$11,055 paid to the Company’s subsidiaries and amounts of US$32,715, nil and nil provided by the Company’s subsidiaries for period between January 1, 2023 and the completion of the Restructuring, and the years ended December 31, 2022 and 2021, respectively, which were eliminated upon consolidation.

Summary of carrying amount of net liabilities of subsidiary


		US$
Cash		6
Inventories		158
Accounts receivable		1,131
Prepayments and other current assets		1,279
Property, equipment and software, net		2,784
Operating lease right-of-use assets		5,585
Other non-current assets		510
Short‑term borrowings		(2,365)
Accounts payable		(1,298)
Accrued expenses and other current liabilities		(4,684)
Operating lease liabilities		(5,409)
Net liabilities		(2,303)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details

CONVERTIBLE NOTES

12 Months Ended

Dec. 31, 2023

CONVERTIBLE NOTES

CONVERTIBLE NOTES

15. CONVERTIBLE NOTES


	Series	Subsidiary	2023
	Pre-A Note	Convertible Note	Convertible Notes	Total
	US$	US$	US$	US$
Balance as of January 1, 2021	—	—		—
Issuance of convertible notes	23,445	—		23,445
Balance as of December 31, 2021	23,445	—	—	23,445
Issuance of convertible notes	—	75,037	—	75,037
Conversion to Series Pre-A redeemable convertible preferred shares (note 17)	(23,445)	—	—	(23,445)
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk	—	4,264	—	4,264
Changes in fair values of convertible notes due to the instrument-specific credit risk	—	890	—	890
Foreign currency translation adjustment	—	(3,421)	—	(3,421)
Balance as of December 31, 2022	—	76,770	—	76,770
Issuance of convertible notes	—	—	25,297	25,297
Partial redemption of convertible notes	—	—	(5,648)	(5,648)
Interest paid	—	(3,072)	—	(3,072)
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk	—	2,376	616	2,992
Changes in fair values of convertible notes due to the instrument-specific credit risk	—	6,951	12	6,963
Foreign currency translation adjustment	—	(1,390)	—	(1,390)
Balance as of December 31, 2023	—	81,635	20,277	101,912
– Current portion	—	—	20,277	20,277
– Non-current portion	—	81,635	—	81,635

Series Pre-A Note

On November 29, 2021, the Company entered into one-year convertible notes with a principal amount of RMB150,000 (equivalent to US$23,445) with coupon rate of 8% per annum with an investor (“Series Pre-A Note”). During the one-year term of the Series Pre-A Note, the investor was entitled to (i) convert the whole or any portion of the outstanding principal amount of the convertible note into Series Pre-A preferred shares in its sole discretion at any time; and (ii) automatically convert all the outstanding principal of the convertible note into Series Pre-A redeemable convertible preferred shares upon the completion of Reorganization as mentioned in note 1(c), obtaining licenses from Zhejiang Liankong Technology Ltd. (“Geely License”) as mentioned in note 29(vi), and completion of employment with certain key operating staff. The WFOE as the guarantor provide a joint and several liability guarantee for the Series Pre-A Note.

The Group elected the fair value option to account for the Series Pre-A Note, including the component related to accrued interest. The Group believes the fair value option best reflects the economics of the underlying transaction. The Series Pre-A Note was recognized at fair value at the issuance date and is measured subsequently at fair value. There was no change in the fair value of the Series Pre-A Note from November 29, 2021 to December 31, 2021. The Group adopted a scenario-weighted average method to estimate the fair value of Series Pre-A Note, based on an analysis of future values of the settlement of the obligation, assuming various outcomes. The probability weightings assigned to certain potential scenarios were based on management’s assessment of the probability of settlement of the liability in cash or shares and an assessment of the timing of settlement. In each scenario, the obligation valuation was based on the contractually agreed cash payment or equivalent equity discounted to each valuation date. The fair value of the Series Pre-A Note is estimated with the following key assumptions used:


	As of December 31, 2021
Risk-free interest rate	2.28	%
Probability of conversion	75.00	%
Bond yield	5.89	%

On February 28, 2022, the Series Pre-A Note was converted into 5,332,827 Series Pre-A preferred shares within the terms of the agreement and no gain or loss was recorded.

Subsidiary Convertible Note

On June 8, 2022, the Company’s subsidiary, Ningbo Robotics Co., Ltd. (“Ningbo Robotics”), issued a seven-year convertible note (the “Subsidiary Convertible Note”) with the principal amount of RMB500,000 (equivalent to US$75,037) to an investor (the “Subsidiary Convertible Note Holder”). The Subsidiary Convertible Note Holder is entitled to receive annual interest equal to the outstanding principal multiplied by the latest five-year loan prime rate (“LPR”) published by China Foreign Exchange Trade System plus 79.8% per annum, i.e., LPR*(1+79.8%) (“interest rate”) on June 30 every year until the expiration of the Subsidiary Convertible Note.

Conversion:

●

The Subsidiary Convertible Note Holder has the right to convert the Subsidiary Convertible Note to the subsidiary’s equity within 7 years from the issuance date (i.e., convertible before June 8, 2029), if the agreed financial performance of Ningbo Robotics achieved. All outstanding interest shall be paid in cash immediately before the conversion. The conversion price is RMB 135 per ordinary share of Ningbo Robotics (1 paid in capital equal to 1 share), subject to anti-dilution adjustment.

Redemption:

●

Ningbo Robotics’ immediate parent company, a subsidiary of the VIE and the VIE have the right to redeem all or part of the Subsidiary Convertible Note at any time within 7 years from the issuance date (i.e., before June 8, 2029), giving written notice to the Subsidiary Convertible Note Holder at least 15 working days in advance. The redemption price equals to (i) the principal to be redeemed, plus (ii) the principal to be redeemed × interest rate ÷ 365 × the number of days from the issuance date to the redemption date corresponding to the principal to be redeemed, less (iii) the interest already paid for the principal to be redeemed.

●

Ningbo Robotics’ immediate parent company and the VIE shall redeem all outstanding principal amount of Subsidiary Convertible Note at maturity (i.e., June 8, 2029). The redemption price at maturity is equal to (i) the outstanding principal, plus (ii) the outstanding principal × interest rate × 7 years, less (iii) the interest already paid for the outstanding principal. If Ningbo Robotics’ immediate parent company and the VIE delay in payments, 0.05% penalty per day of the overdue redemption price shall be paid to the Subsidiary Convertible Note Holder.

●

If there is any occurrence of events of default, the Subsidiary Convertible Note Holder has the right to require Ningbo Robotics’ immediate parent company and the VIE to redeem all outstanding principal amount of the Subsidiary Convertible Note and settle the unpaid interest immediately. The redemption price upon the occurrence of events of default equals to (i) the outstanding principal, plus (ii) the outstanding principal × interest rate ÷ 365 × the number of days from the issuance date to the redemption date, less (iii) the interest already paid for the outstanding principal. If the Ningbo Robotics’ immediate parent company or the VIE delay in payments, 0.05% penalty per day of the overdue redemption price shall be paid to the Subsidiary Convertible Note Holder. During the years ended December 31, 2023 and 2022, no default event was occurred.

The Company and the WFOE provide a joint and several liability guarantee for the Subsidiary Convertible Note.

The Group elected the fair value option for the Subsidiary Convertible Note, including the component related to accrued interest. The Group believes the fair value option best reflects the economics of the underlying transaction. The Subsidiary Convertible Note was recognized at fair value at the issuance date and is measured subsequently at fair value. Changes in fair value of the Subsidiary Convertible Note was US$9,327, US$5,154 and nil for the years ended December 31, 2023, 2022 and 2021, among which, changes in fair value due to the instrument-specific credit risk of US$6,951, US$890 and nil was recognized in other comprehensive loss and all other changes in fair values of US$2,376, US$4,264 and nil was recognized as “Changes in fair values of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes, excluding impact of instrument-specific credit risk” in the consolidated and combined statement of comprehensive loss for the year ended December 31, 2023, 2022 and 2021, respectively.

The Group adopted a scenario-weighted average method to estimate the fair value of the Subsidiary Convertible Note, based on an analysis of future values of the settlement of the obligation, assuming various outcomes. The probability weightings assigned to certain potential scenarios were based on management’s assessment of the probability of settlement of the liability in cash or shares and an assessment of the timing of settlement. In each scenario, the obligation valuation was based on the contractually agreed cash payment or equivalent equity discounted to each valuation date. The fair value of the Subsidiary Convertible Note is estimated with the following key assumptions used:


	As of December 31,
	2023		2022
Risk-free interest rates	2.40	%	2.52% – 2.73	%
Probability of conversion	10.00	%	12.00	%
Bond yields	4.85%-5.84	%	6.88% – 8.92	%

2023 Convertible Notes

During the year ended December 31, 2023, the Company issued the following convertible notes (“2023 Convertible Notes”).

i)Pre-IPO Notes

During the year ended December 31, 2023, the Company entered into convertible note purchase agreements with the certain investors (“Convertible Note Purchase Agreements”), pursuant to which the Company agreed to issue US$23,500 aggregate principal amount of unsecured convertible notes (the “Pre-IPO Notes”) with maturity date being the date that is one year following the issue date, which can be extended by the investors for an additional six months. One of the investors of Pre-IPO Notes, a related party controlled by the Controlling Shareholder of the Company, agreed to subscribe a convertible note for a cash consideration of US$9,500 and has not been issued as of December 31, 2023. As of December 31, 2023, the Pre-IPO Notes of US$14,000 have been issued. The Pre-IPO Notes bear a simple interest rate of 8% per annum. Pursuant to the terms of the Convertible Note Purchase Agreements, if the consummation of the Merger Transaction occurs prior to the maturity date, all of the then outstanding principal amount and any accrued but unpaid interest (as applicable) of the Pre-IPO Notes will be automatically converted into fully paid and non-assessable ordinary shares of the Company upon consummation of the Merger Transaction at a conversion price equal to the lesser of (A) US$10.00, and (B) the lowest per share price at which any of the Company’s ordinary shares are issued in connection with PIPE investments, if any.

ii)Momenta Note

On April 28, 2023, the Company entered into a convertible note purchase agreement with Momenta Global Limited, a related party of Momenta (Suzhou) Technology Limited Company, pursuant to which the Company agreed to issue to Momenta Global Limited a convertible note for a purchase price equal to US$ equivalent of RMB80,000 as calculated based on the US$/RMB central parity rate set by the People’s Bank of China as of the issue date (the “Momenta Note”) with maturity date being the date that is one year following the issue date. The Momenta Note in the principal amount of US$11,297 has been issued by the Company on May 30, 2023 following the Group’s acquisition of Momenta’s 40% equity interest in Ningbo Robotics for a cash consideration of RMB80,000 pursuant to Momenta’s redemption right under the shareholders’ agreement of Ningbo Robotics as mentioned in note 18. The Momenta Note bears (a) a simple interest rate of 8% per annum, if the consummation of the Business Combination fails to occur on or prior to November 12, 2023 due to reasons not attributable to Momenta Global Limited, or (b) no interest, under any other circumstance. According to the terms of the Momenta Note, if the consummation of the Business Combination occurs on or prior to the maturity date, all of the then outstanding principal amount and any accrued but unpaid interest (as applicable) of the Momenta Note shall be automatically converted into such number of fully paid and non-assessable ordinary shares of the Company, at a conversion price equal to the lesser of (A) US$10.00 and (B) the lowest per share price at which any ordinary shares of the Company are issued in any PIPE investment. If the consummation of the Business Combination fails to occur on or prior to the maturity date, Momenta Global Limited shall be entitled to request redemption of the then outstanding amount of the Momenta Note and the Company shall make payment of the redemption price in an amount equal to the outstanding principal amount and the accrued interest (as applicable) to Momenta Global Limited promptly (and in any event within two business days after the maturity date)(“Partial Redemption Price”). In addition, each of the Company and Momenta Global Limited has a voluntary redemption right to partially redeem or request redemption of the Momenta Note at any time during the period beginning from July 1, 2023 and ending on the date on which the Momenta Note has been fully converted into the Company’s ordinary shares, at a redemption price that is equal to 50% of the principal amount plus any accrued but unpaid interest (as applicable) (the “Partial Redemption Price”) by providing written notice to the other party, and the Company shall make payment of the Partial Redemption Price to Momenta Global Limited within ten business days following delivery or receipt of such written notice, as the case may be.

On November 11, 2023, the Company exercised such voluntary redemption right and subsequently made a payment of the Partial Redemption Price of US$ 5,648 to Momenta Global Limited.

The Group elected the fair value option for 2023 Convertible Notes, including the component related to accrued interest. The Group believes the fair value option best reflects the economics of the underlying transaction. The 2023 Convertible Notes were recognized at fair value at the issuance date and are measured subsequently at fair value. Changes in fair value of the 2023 Convertible Notes was US$628, nil and nil for the years ended December 31, 2023, 2022 and 2021, among which, changes in fair value due to the instrument-specific credit risk of US$12, nil and nil was recognized in other comprehensive loss and all other changes in fair values of US$616, nil and nil was recognized as “Changes in fair values of mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes, excluding impact of instrument-specific credit risk” in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively.

The Group adopted a scenario-weighted average method to estimate the fair values of the 2023 Convertible Notes, based on an analysis of future values of the settlement of the obligation, assuming various outcomes. The probability weightings assigned to certain potential scenarios were based on management’s assessment of the probability of settlement of the liability in cash or shares and an assessment of the timing of settlement. In each scenario, the obligation valuation was based on the contractually agreed cash payment or equivalent equity discounted to each valuation date. The fair values of 2023 Convertible Notes are estimated with the following key assumptions used:


	As of December 31,
	2023

Risk‑free interest rate	5.51%-5.52	%
Probability of conversion	90.00	%
Bond yields	7.01%-8.47	%

LEASES - Supplemental balance sheet information (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating Leases
Operating lease right-of-use assets	$ 173,103	$ 158,724
Total lease liabilities	121,593	114,961
Related party
Operating Leases
Operating lease liabilities-related parties	840	13
Operating lease liabilities, non-current	12,064	170
Nonrelated Party
Operating Leases
Operating lease liabilities, current	16,760	15,815
Operating lease liabilities, non-current	$ 91,929	$ 98,963

FAIR VALUE MEASUREMENT - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Dec. 21, 2022	May 13, 2022	Nov. 29, 2021	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
FAIR VALUE MEASUREMENT
Term of the debt instrument			1 year
Fair value gain (loss) of the financial assets included in earnings				$ 0	$ 1,316	$ 0
Fair value of Group's equity securities				3,326	8,411
Convertible Note
FAIR VALUE MEASUREMENT
Debt instrument amount derecognized	$ 11,316
Equity securities
FAIR VALUE MEASUREMENT
Amount recognized of the converted financial instrument	$ 11,316
Level 1 \| Equity securities
FAIR VALUE MEASUREMENT
Fair value of Group's equity securities				3,326	8,411
Related party \| Level 1 \| Equity securities
FAIR VALUE MEASUREMENT
Fair value gain (loss) of the financial assets included in earnings				$ 5,085	$ 2,905	$ 0
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]				Investment (loss) income, net	Investment (loss) income, net	Investment (loss) income, net
Related party \| ECARX \| Convertible Note
FAIR VALUE MEASUREMENT
Term of the debt instrument		1 year
Principal amount of debt		$ 10,000
Related party \| ECARX \| Equity securities
FAIR VALUE MEASUREMENT
Debt instrument conversion price per share	$ 9.5

PREPAYMENTS AND OTHER CURRENT ASSETS - THIRD PARTIES (Details) - Third parties - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
PREPAYMENTS AND OTHER CURRENT ASSETS
Deductible VAT	$ 41,066	$ 36,508
Prepayments to third-party suppliers	11,280	2,446
Deposits	3,995	3,747
Deferred listing expenses	1,686
Others	5,850	1,674
Less: Allowance for credit losses (i)	(7)
Total	$ 63,870	$ 44,375

REDEEMABLE CONVERTIBLE PREFERRED SHARES - Terms and redemption rights (Details) $ / shares in Units, ¥ in Thousands, $ in Thousands					3 Months Ended	6 Months Ended	12 Months Ended
	Mar. 22, 2022 USD ($) shares	Mar. 18, 2022 USD ($) shares	Mar. 18, 2022 CNY (¥) shares	Nov. 29, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Jul. 31, 2022 USD ($) shares	Dec. 31, 2023 USD ($) D $ / shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($)	Dec. 31, 2022 CNY (¥)
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Number of shares issued (in shares) \| shares								62,895,699
Cash consideration									$ 197,918
Number of shares redesignated from ordinary shares \| shares								5,332,827
Excess of the preferred shares' fair value over the ordinary shares' fair value was recognized as share-based compensation expenses								$ 10,625
Threshold curing period							90 days
Threshold number of business days to effectively provide remedy for any material adverse effect to the operation of the Group \| D							20
Redemption price as a percentage of issuance price (in percent)										100.00%
Redemption rights, Simple interest rate (in percent)										8.00%
Initial investment amount of the investor considered for interest accrual from a specified date \| ¥										¥ 150,000
Pre-A Investor B
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Number of shares issued (in shares) \| shares		5,332,827	5,332,827
Cash consideration		$ 23,650	¥ 150,000
Series Pre-A Preferred Shares
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Number of shares issued (in shares) \| shares								35,552,179
Number of shares redesignated from ordinary shares \| shares								5,332,827
Excess of the preferred shares' fair value over the ordinary shares' fair value was recognized as share-based compensation expenses							$ 10,625
Series Pre-A Preferred Shares \| Pre-A Investor A
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Number of shares issued (in shares) \| shares						35,552,179
Aggregate consideration						$ 153,126
Aggregate consideration settled by cash						$ 129,681
Series Pre-A Preferred Shares \| Pre-A Investor A \| Series Pre-A Note
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Aggregate consideration settled by issuance of notes				$ 23,445
Series Pre-A Preferred Shares \| Pre-A Investor B
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Number of shares redesignated from ordinary shares \| shares	5,332,827
Excess of ordinary shares' fair value over its par value charged to additional paid-in capital	$ 13,024
Series A Preferred Shares Preferred Shares
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Number of shares issued (in shares) \| shares					27,343,520			27,343,520
Par value (in dollars per share) \| $ / shares					$ 0.00001		$ 0.00001	$ 0.00001
Aggregate consideration					$ 187,734
Aggregate consideration settled by cash					130,304
Series A Preferred Shares Preferred Shares \| WFOE Exchangeable Notes
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Aggregate consideration settled by issuance of notes					$ 57,430
Series A Preferred Shares Preferred Shares \| Related party \| Northpole GLY 3 LP
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Number of shares issued (in shares) \| shares					2,818,400
Aggregate consideration settled by cash					$ 20,000

CONVERTIBLE NOTES - Key assumptions used in determining fair value of Series Pre-A Note (Details) - Series Pre-A Note	Dec. 31, 2021
Risk-free interest rate
EXCHANGEABLE NOTES
Measurement input	0.0228
Probability of conversion
EXCHANGEABLE NOTES
Measurement input	0.7500
Bond yields
EXCHANGEABLE NOTES
Measurement input	0.0589

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

EXCHANGEABLE NOTES - Assumptions used in determining fair values of Exchangeable Notes (Details)	Dec. 31, 2023	Dec. 31, 2022
WFOE Exchangeable Notes \| Risk-free interest rate
EXCHANGEABLE NOTES
Measurement input	0.0175	0.0207
WFOE Exchangeable Notes \| Discount rate
EXCHANGEABLE NOTES
Measurement input	0.2000	0.2000
WFOE Exchangeable Notes \| Probability of conversion
EXCHANGEABLE NOTES
Measurement input	0.9000
WFOE Exchangeable Notes \| Probability of conversion \| Minimum
EXCHANGEABLE NOTES
Measurement input		0.5000
WFOE Exchangeable Notes \| Probability of conversion \| Maximum
EXCHANGEABLE NOTES
Measurement input		0.7500
WFOE Exchangeable Notes \| Bond yields \| Minimum
EXCHANGEABLE NOTES
Measurement input	0.0327	0.0735
WFOE Exchangeable Notes \| Bond yields \| Maximum
EXCHANGEABLE NOTES
Measurement input	0.0406	0.0776
WFOE Exchangeable Notes \| Probability of occurrence of Qualified IPO
EXCHANGEABLE NOTES
Measurement input	0.9000	0.4500
Lightning Speed Exchangeable Notes \| Risk-free interest rate \| Minimum
EXCHANGEABLE NOTES
Measurement input	0.0208	0.0240
Lightning Speed Exchangeable Notes \| Risk-free interest rate \| Maximum
EXCHANGEABLE NOTES
Measurement input	0.0229	0.0260
Lightning Speed Exchangeable Notes \| Probability of conversion
EXCHANGEABLE NOTES
Measurement input	0.7500	0.7500
Lightning Speed Exchangeable Notes \| Bond yields
EXCHANGEABLE NOTES
Measurement input	0.0403	0.0711

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (750,255,000)	$ (724,563,000)	$ (110,531,000)
Increase (Decrease) in Operating Capital [Abstract]
Net cash used in operating activities	(386,932,000)	(351,419,000)	(126,505,000)
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash provided by (used in) investing activities	(197,985,000)	(149,414,000)	244,476,000
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash provided by financing activities	284,708,000	758,131,000	364,853,000
Net increase in cash	(312,398,000)	208,081,000	485,767,000
Cash and restricted cash at beginning of the year	739,533,000	531,452,000	45,685,000
Cash and restricted cash at end of the year	427,135,000	739,533,000	531,452,000
CIK 0001841024 L Catterton Asia Acquisition Corp
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	252,829	10,839,708
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Interest earned on marketable securities held in Trust Account	(10,970,741)	(4,132,759)
Reduction in deferred underwriter fees	(423,508)
Change in fair value of warrant liability	5,204,377	(11,277,806)
Increase (Decrease) in Operating Capital [Abstract]
Prepaid expenses	71,341	435,962
Accounts payable and accrued expenses	3,065,991	1,469,865
Due to related party	6,099,711	2,078,356
Net cash used in operating activities	3,300,000	(586,674)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments held in Trust Account	(3,300,000)
Cash withdrawn from Trust Account in connection with redemption	70,200,754
Net cash provided by (used in) investing activities	66,900,754
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of Class A ordinary shares	(70,200,754)
Net cash provided by financing activities	(70,200,754)
Net increase in cash		(586,674)
Cash and restricted cash at beginning of the year	4,523	591,197
Cash and restricted cash at end of the year	4,523	4,523	$ 591,197
Non-Cash investing and financing activities:
Deferred underwriting commissions payable	9,604,298
Subsequent remeasurement of Class A ordinary shares subject to possible redemption	$ 14,270,741	$ 4,132,759

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2023

INTANGIBLE ASSETS

INTANGIBLE ASSETS

7.	INTANGIBLE ASSETS

Intangible assets consisted of the following:


	As of December 31,
	2023	2022
	US$	US$
Trademark licenses with indefinite useful lives	116,083	116,083
License plates with indefinite useful lives	277	281
Intangible assets	116,360	116,364

On November 4, 2021, the Group entered into trademark licenses agreements with a related party (“Trademark Licenses Agreements”), Group Lotus Limited, a wholly owned subsidiary of LGIL, which is ultimately controlled by the Controlling Shareholder of the Company. Pursuant to the Trademark Licenses Agreements, the Group received the “Lotus” trademark licenses for as long as the Group conducts the business in relation to lifestyle vehicles (excluding sports car): i) exclusively on lifestyle vehicles and parts and components in relation thereto the Group designs, develops, manufactures, assembles, distributes and sells or has designed, developed, manufactured or assembled by any third party; ii) non-exclusively for the Group’s business of providing related after-sale services for the lifestyle vehicles; iii) non-exclusively on the related products (excluding anything relating to the sports cars) such as accessories the Group designs, produces, distributes, and sells or has designed or produced by any third party on its behalf; iv) any other occasions in relation to the business conducted by the Group as duly approved by the Group’s Board (excluding anything relating to sports cars). The Group intends to market and distribute its products under the “Lotus” brand indefinitely, and the trademark licenses are expected to contribute to cash flows indefinitely. The cost of renewal in each jurisdiction is different, and the Company believes the amount of renewal costs is insignificant relative to the future cash flows from sales of lifestyle vehicles under the “Lotus” brand. Therefore the useful lives of the trademark licenses are considered to be indefinite. The trademark licenses were initially recognized at the amount of US$116,041 as of November 4, 2021, which is the same as the carrying amount from the perspective of the entity under common control and their estimated fair value determined using the relief from royalty method.

INITIAL PUBLIC OFFERING - Public Units (Details) - CIK 0001841024 L Catterton Asia Acquisition Corp - USD ($)	Mar. 15, 2021	Dec. 31, 2023
INITIAL PUBLIC OFFERING
Exercise price of warrant		$ 9.20
Initial Public Offering
INITIAL PUBLIC OFFERING
Number of units sold	25,000,000
Share price \| $ / shares	$ 10.00
Proceeds from issuance initial public offering	$ 250,000,000
Number of shares per warrant	1
Number of shares per Unit	1
Number of warrants per Unit	1
Exercise price of warrant	$ 11.50

NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
NON-CONTROLLING INTEREST (Details) - USD ($) $ in Thousands	Sep. 30, 2023	May 31, 2023	Dec. 31, 2021
NON-CONTROLLING INTEREST
Capital contributions from shareholders			$ 15,695
Increase in additional paid-in capital	$ 968
Kingway Technology
NON-CONTROLLING INTEREST
Ownership interest held (as a percent)	54.30%	100.00%
Capital contributions from shareholders		$ 4,857
Kingway Technology \| Related party
NON-CONTROLLING INTEREST
Capital contributions from shareholders	$ 4,182
Kingway Technology \| Nonrelated Party
NON-CONTROLLING INTEREST
Capital contributions from shareholders	$ 278

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Cash on hand and cash at bank
Total cash balances held at financial institutions	$ 418,941	$ 736,604
Cash on hand		1
Total cash balances	418,941	736,605
Deposits at the PRC financial Institutions
Cash on hand and cash at bank
Total cash balances held at financial institutions	389,610	715,700
Deposits at the PRC financial Institutions \| Chinese Renminbi
Cash on hand and cash at bank
Total cash balances held at financial institutions	381,890	547,301
Deposits at the PRC financial Institutions \| United States Dollars
Cash on hand and cash at bank
Total cash balances held at financial institutions	7,232	165,068
Deposits at the PRC financial Institutions \| Great Britain Pound
Cash on hand and cash at bank
Total cash balances held at financial institutions	127	2,984
Deposits at the PRC financial Institutions \| Euro Dollar
Cash on hand and cash at bank
Total cash balances held at financial institutions	361	347
Deposits At The UK Financial Institutions
Cash on hand and cash at bank
Total cash balances held at financial institutions	17,795	5,778
Deposits At The UK Financial Institutions \| Chinese Renminbi
Cash on hand and cash at bank
Total cash balances held at financial institutions	161
Deposits At The UK Financial Institutions \| United States Dollars
Cash on hand and cash at bank
Total cash balances held at financial institutions	794
Deposits At The UK Financial Institutions \| Great Britain Pound
Cash on hand and cash at bank
Total cash balances held at financial institutions	11,871	5,778
Deposits At The UK Financial Institutions \| Euro Dollar
Cash on hand and cash at bank
Total cash balances held at financial institutions	4,969
Deposits At The Netherlands Financial Institutions
Cash on hand and cash at bank
Total cash balances held at financial institutions	5,104	8,917
Deposits At The Netherlands Financial Institutions \| Great Britain Pound
Cash on hand and cash at bank
Total cash balances held at financial institutions	11	18
Deposits At The Netherlands Financial Institutions \| Euro Dollar
Cash on hand and cash at bank
Total cash balances held at financial institutions	5,035	8,899
Deposits At The Netherlands Financial Institutions \| Other Currency
Cash on hand and cash at bank
Total cash balances held at financial institutions	58
Deposits At The German Financial Institutions
Cash on hand and cash at bank
Total cash balances held at financial institutions	2,149	5,347
Deposits At The German Financial Institutions \| Euro Dollar
Cash on hand and cash at bank
Total cash balances held at financial institutions	2,149	5,347
Deposits At Financial Institutions In Other Jurisdictions
Cash on hand and cash at bank
Total cash balances held at financial institutions	$ 4,283	$ 862

RELATED PARTY TRANSACTIONS (Details) - USD ($)
$ in Thousands

12 Months Ended

36 Months Ended

May 13, 2022

Dec. 02, 2021

Dec. 31, 2023

Dec. 31, 2022

Dec. 31, 2021

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

Short term lease cost

$ 4,288

$ 2,595

$ 847

Acquisition of the distribution right

11,031

8,036

3,280

Interest income on loans due from related parties

9,204

12,188

6,219

Interest expense on borrowing due to related parties

10,200

8,542

3,615

Repayment of borrowing from related party

9,844

Payment of lease liabilities

^[1]

$ 34,752

$ 16,085

$ 56,024

Minimum

RELATED PARTY TRANSACTIONS

Interest rate on debt (as a percent)

3.65%

Maximum

RELATED PARTY TRANSACTIONS

Interest rate on debt (as a percent)

4.50%

Related party

RELATED PARTY TRANSACTIONS

Cash receipts by related parties on behalf of the Group

$ 3,695

$ 0

4,022

244

Payment for purchase of a short-term investment

$ 10,000

10,000

RELATED PARTY TRANSACTIONS

Payment of consideration for acquiring Lotus Tech Innovation Centre GmbH under common control

$ 15,512

15,512

RELATED PARTY TRANSACTIONS

Purchases

4,022

244

288,948

RELATED PARTY TRANSACTIONS

Purchases

852,623

44,347

14,259

RELATED PARTY TRANSACTIONS

Purchases

134,721

167,012

47,442

RELATED PARTY TRANSACTIONS

Purchases

11,223

42,798

6,255

Related party | Short-term lease

RELATED PARTY TRANSACTIONS

Short term lease cost

765

347

243

RELATED PARTY TRANSACTIONS

Loans to related parties

1,227

2,310

Interest income on loans due from related parties

122

RELATED PARTY TRANSACTIONS

Interest expense on borrowing due to related parties

220

Repayment of borrowing from related party

10,573

Related party | Lease agreements

RELATED PARTY TRANSACTIONS

Acquisition of right-of-use assets

12,166

214

1,333

Payment of lease liabilities

269

545

RELATED PARTY TRANSACTIONS

Purchase of license

116,041

RELATED PARTY TRANSACTIONS

Deposits received from related party suppliers

251

1,584

RELATED PARTY TRANSACTIONS

Acquisition of the distribution right

22,296

Related party | Provision of services

RELATED PARTY TRANSACTIONS

Revenues

12,573

8,344

3,280

Related party | Sales of goods

RELATED PARTY TRANSACTIONS

Revenues

$ 3,432

$ 23

$ 0

[1]	For the years ended December 31, 2023, 2022 and 2021, this amount includes prepayments for land use rights of US$10,900, nil and US$49,237, respectively, with lease terms of 40 years to 50 years.

REDEEMABLE CONVERTIBLE PREFERRED SHARES - Assumptions used in determination of fair value (Details) - Series Pre-A Preferred Shares	Oct. 11, 2022 Y $ / shares
Before modification \| Risk-free interest rate
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input	0.0245
Before modification \| Expected volatility
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input	0.6152
Before modification \| Expected dividend yield
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input	0.0000
Before modification \| Expected terms \| Minimum
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input	2.22
Before modification \| Expected terms \| Maximum
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input	4.39
Before modification \| Fair value of underlying ordinary share of LGIL
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input \| $ / shares	3.79
After modification \| Risk-free interest rate
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input	0.0252
After modification \| Expected volatility
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input	0.6026
After modification \| Expected dividend yield
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input	0.0000
After modification \| Expected terms \| Minimum
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input	2.22
After modification \| Expected terms \| Maximum
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input	5.00
After modification \| Fair value of underlying ordinary share of LGIL
REDEEMABLE CONVERTIBLE PREFERRED SHARES
Redeemable convertible preferred shares, measurement input \| $ / shares	3.66

DEFERRED INCOME

12 Months Ended

Dec. 31, 2023

DEFERRED INCOME.

DEFERRED INCOME

16.DEFERRED INCOME


	Asset-related	R&D-related
	subsidy	subsidy	Total
	US$	US$	US$
Balance as of January 1, 2021	—	541,592	541,592
Government grants received during the year	279,052	—	279,052
Recognized as income during the year	—	(490,461)	(490,461)
Foreign currency translation adjustment	3,270	6,843	10,113
Balance as of December 31, 2021	282,322	57,974	340,296
Recognized as income during the year	—	(54,954)	(54,954)
Foreign currency translation adjustment	(23,872)	(3,020)	(26,892)
Balance as of December 31, 2022	258,450	—	258,450
Subsidy received during the year	16,345	—	16,345
Recognized as income during the year	—	—	—
Foreign currency translation adjustment	(4,698)	—	(4,698)
Balance as of December 31, 2023	270,097	—	270,097

During the years ended December 31, 2023, 2022 and 2021, the Group received specific subsidies of US$16,345, nil and US$279,052 for compensating the expenditures on the construction of the Group’s corporate buildings and plant (“asset-related subsidy”), respectively. Since the corporate buildings and plant are still under construction as of December 31, 2023, the Group has not recognized any government grants relating to these subsidies in profit or loss.

In 2018, the Group received a specific subsidy of US$755,581 relating to the Group’s R&D expenditures. During the years ended December 31, 2023, 2022 and 2021, the Group recognized government grants of nil, US$54,954 and US$490,461 for the R&D expenses incurred under this subsidy, respectively.

The Group received government grants of US$4,077, US$870 and US$233 with no future related costs required during the years ended December 31, 2023, 2022 and 2021, which were directly recognized as government grants in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively.

STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($)	Class B Ordinary shares Common Stock CIK 0001841024 L Catterton Asia Acquisition Corp	Additional Paid-in Capital CIK 0001841024 L Catterton Asia Acquisition Corp	Accumulated Deficit CIK 0001841024 L Catterton Asia Acquisition Corp	CIK 0001841024 L Catterton Asia Acquisition Corp	Total
Balance at the beginning at Dec. 31, 2021	$ 717		$ (21,147,381)	$ (21,146,664)
Balance at the beginning (in shares) at Dec. 31, 2021	7,162,718
Increase (Decrease) in Stockholders' Equity
Remeasurement of ordinary shares subject to possible redemption to redemption value			(4,132,759)	(4,132,759)
Net income			10,839,708	10,839,708	$ (723,921,000)
Balance at the end at Dec. 31, 2022	$ 717		(14,440,432)	(14,439,715)	(452,373,000)
Balance at the end (in shares) at Dec. 31, 2022	7,162,718
Increase (Decrease) in Stockholders' Equity
Reduction in deferred underwriter fee		$ 9,824,789	(220,491)	9,604,298
Remeasurement of ordinary shares subject to possible redemption to redemption value		(5,802,911)	(8,467,830)	(14,270,741)
Net income			252,829	252,829	(742,001,000)
Balance at the end at Dec. 31, 2023	$ 717	$ 4,021,878	$ (22,875,924)	$ (18,853,329)	$ (1,205,298,000)
Balance at the end (in shares) at Dec. 31, 2023	7,162,718

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 310
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2

+ Details

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2023

INVENTORIES

Schedule of inventories


	As of December 31,
	2023	2022
	US$	US$
Products available for sale	246,419	13,714
Goods in transit	18,771	8,989
Total	265,190	22,703

DESCRIPTION OF BUSINESS AND ORGANIZATION

12 Months Ended

Dec. 31, 2023

DESCRIPTION OF BUSINESS AND ORGANIZATION

DESCRIPTION OF BUSINESS AND ORGANIZATION

1.	DESCRIPTION OF BUSINESS AND ORGANIZATION

(a)	Description of Business

Lotus Technology Inc. (“the Company”), an exempted company with limited liability, was incorporated in Cayman Islands, on August 9, 2021. The Company, through its wholly owned subsidiaries, consolidated variable interest entity (“VIE”) and VIE’s subsidiaries (collectively, “the Group”), is primarily engaged in the design, develop, and sales of luxury battery electric lifestyle vehicles (“BEV lifestyle models”) under the “Lotus” brand (“Lotus BEV business”) and the Group is also a distributor that sells luxury sports cars under the “Lotus” brand (“Lotus sports car business”) across the world. The Group also provides other sales and ancillary services to customers.

(b)Merger and recapitalization

On February 22, 2024 (the “Closing Date”), the Company consummated its merger with L Catterton Asia Acquisition Corp (“LCAA”) pursuant to a merger agreement dated January 31, 2023 (as amended and restated dated as of October 11, 2023, the “Merger Agreement”) by and among LCAA, the Company, a Cayman Islands exempted company, Lotus Temp Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub 1”), and Lotus EV Limited, a Cayman Islands exempted company and wholly-owned subsidiary of the Company ( “Merger Sub 2”). Pursuant to the Merger Agreement, (i) Merger Sub 1 was merged with and into LCAA (the “First Merger”), with LCAA surviving the First Merger as a wholly-owned subsidiary of the Company (such company, as the surviving entity of the First Merger, “Surviving Entity 1”) and the shareholders of LCAA becoming shareholders of the Company, and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Surviving Entity 1 was merged with and into Merger Sub 2 (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 the Company (such company, as the surviving entity of the Second Merger, “Surviving Entity 2”) (collectively, the “Merger Transaction” or “Business Combination”).

Upon the consummation of the Merger Transaction,

(i)All ordinary shares of the Company held by all existing shareholders of the Company before the Merger Transaction were recapitalized into 474,621,603 ordinary shares using recapitalization factor of 0.2215 (“Recapitalization Factor”). All applicable share and per share amounts in the consolidated and combined financial statements have been retrospectively adjusted to reflect the effects of the recapitalization (“Recapitalization”);

(ii)All the preferred shares of the Company that were issued and outstanding immediately prior to the effective time of the First Merger were converted to the Company ordinary share on a one-for-one basis (the “Preferred Share Conversion”) and recapitalized into 68,228,526 ordinary shares using the Recapitalization Factor. All applicable share and per share amounts in the consolidated and combined financial statements have been retrospectively adjusted to reflect the effects of the Recapitalization;

(iii)35,849,458 ordinary shares were issued to a number of investors (the “PIPE Investors”) for a total consideration of US$358,495 (the “PIPE Investments”);

(iv)36,597,038 ordinary shares were issued to WFOE Exchangeable Notes Holder following the settlement of the outstanding principal amount of the WFOE Exchangeable Notes to WFOE Exchangeable Notes Holder;

(v)577,456 ordinary shares were issued to Momenta Global Limited pursuant to the conversion of Momenta Note;

(vi)2,433,912 ordinary shares were issued to a number of Pre-IPO Notes investors pursuant to the conversion of Pre-IPO Notes;

(vii)50,000,000 ordinary shares were issued to Meritz Securities Co., Ltd. (“Meritz”) for a total consideration of US$500,000, concurrent with the issuance of put option and call options as mentioned in note 13. The gross proceeds of US$500,000 received was deposited in a collateral account and invested in the treasury securities;

(viii) 8,427,821 ordinary shares were issued to then holders of Class A ordinary shares of LCAA, including 1,265,103 Class A ordinary shares of LCAA held by public shareholders and 7,087,718 Class A ordinary share of LCAA held by LCA Acquisition Sponsor LP (the “Sponsor”) and 75,000 Class A ordinary shares of LCAA held by the directors and officers of LCAA, among which all or a portion of (as reasonably determined by the Company in good faith) 20% of the ordinary shares held by the Sponsor will remain unvested upon the consummation of the Merger Transaction and become vested upon each occurrence of (a) the commencement or official announcement of any business collaboration facilitated by Sponsor or its affiliates (including, without limitation, in connection with product development, marketing, customer engagement, retail space, and technology infrastructure development), or (b) an approved commitment to invest in the Company or one of its subsidiaries by an investor introduced or facilitated by Sponsor or its affiliate, in each case, within eighteen months following the Closing Date;

(ix)9,550,246 warrants were issued to the then public shareholders of LCAA in exchange for the warrants held by public shareholders of LCAA (the “Public Warrants”), and 5,486,784 warrants were issued to the Sponsor in exchange for warrants held by the Sponsor (the “Sponsor Warrants”). Each Public Warrant and Sponsor Warrant can be exercised at an exercise price of US$11.50 in exchange for one ordinary share of the Company.

Pursuant to the Mergers above stated, LCAA was considered as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of the Company represented a continuation of its operations with the Mergers treated as the equivalent of the Company issuing shares for the net assets of LCAA, accompanied by a recapitalization. The net assets of the Company are stated at historical cost, with no goodwill or other intangible assets recorded.

The ordinary shares of the Company and the Public Warrants are listed on the Nasdaq Stock Market LLC, or “Nasdaq,” under the trading symbols “LOT” and “LOTWW,” respectively, on February 23, 2024.

(c)History of the Group and basis of presentation

The Group’s Lotus BEV business, founded in 2018, was carried out by Zhejiang Geely Holding Group (“Geely Holding”) through its subsidiaries, including Wuhan Lotus Cars Co., Ltd. (“Wuhan Lotus Cars”) and the Lotus BEV business unit of Ningbo Geely Automobile Research & Development Co., Ltd. (“Ningbo Geely R&D”) incorporated in the People’s Republic of China (“PRC”), Lotus Tech Creative Centre Limited (“Lotus Tech UK”) incorporated in United Kingdom (“UK”) and Lotus Tech Innovation Centre GmbH (“Lotus GmbH”) incorporated in Germany, which were all ultimately controlled by Mr. Li Shufu.

On August 9, 2021, the Company was incorporated as a limited liability company in the Cayman Islands, and Lotus Advanced Technology Limited Partnership (“Founders Offshore Vehicle”) subscribed for 191,981,772 ordinary shares on August 9, 2021. On July 30, 2021, Ming Jun Holdings Limited owned by Mr. Li Shufu, Yin Qing Holdings Limited, Xing Rong Holdings Limited and Jing Can Holdings Limited (the “Four Core Investors”) in the Founders Offshore Vehicle signed an agreement (later joined by State Rainbow Investments Limited and Radiant Field Investments Limited) under which Yin Qing Holdings Limited, Xing Rong Holdings Limited, Jing Can Holdings Limited, State Rainbow Investments Limited and Radiant Field Investments Limited agreed to act in concert with Ming Jun Holdings Limited. Therefore, Mr. Li Shufu has the majority voting right and controlled the Founders Offshore Vehicle.

On December 29, 2020, Geely Holding and Ningbo Juhe Yinqing Enterprise Management Consulting Partnership (Limited Partnership) (“Founders Onshore Vehicle”) incorporated Wuhan Lotus Technology Limited Company (“WFOE”). WFOE was 60% owned by Geely Holding and 40% owned by Founders Onshore Vehicle. Both Geely Holding and Founders Onshore Vehicle are controlled by Mr. Li Shufu.

On September 24, 2021, Etika Automotive SDN BHD (“Etika”), through its subsidiary in Hong Kong, Lotus Advanced Technology Limited (“Lotus HK”), subscribed for 33.33% equity interest in WFOE, while Geely Holding and Founder Onshore Vehicle subscribed disproportionally. Upon the closing, Geely Holding, Etika, and Founders Onshore Vehicle held 22.22%, 33.33% and 44.45%, respectively, equity interest in WFOE.

On November 11, 2021, the Company issued 143,986,329 ordinary shares to Etika through exchange of 100% equity interest in Lotus HK held by Etika. Lotus HK also acquired all the equity interest in WFOE held by Geely Holding and Founder Onshore Vehicle on December 15, 2021.

On November 11, 2021, the Company issued 95,990,886 ordinary shares to Lotus Technology International Investment Limited, ultimately 100% owned by Geely Holding.

Through a series of reorganization steps (the “Reorganization”), including transferring the assets and employees in the Lotus BEV business unit of Ningbo Geely R&D into Wuhan Lotus Cars and transferring the equity of Wuhan Lotus Cars to the WFOE, the Company gained control over WFOE through Lotus HK on December 15, 2021. The equity interests of Lotus Tech UK and Lotus GmbH were also transferred to the Group on December 29, 2021 and June 24, 2022, respectively.

On November 4, 2021, the Group entered into trademark licenses agreements with a related party, Group Lotus Limited, a wholly owned subsidiary of Lotus Group International Limited (“LGIL”), which is ultimately controlled by Mr. Li Shufu. Pursuant to this agreement, the Group received the “Lotus” trademark licenses for as long as the Group conducts the business in relation to lifestyle vehicles (excluding sports car). The Group issued 47,995,443 ordinary shares as consideration for such trademark licenses.

The above Reorganization was completed on June 24, 2022. The Reorganization consists of transferring the Lotus BEV business to the Group. Before and after the Reorganization, the Lotus BEV business were ultimately controlled by Mr. Li Shufu. Accordingly, the Reorganization is accounted for under common control transaction. Therefore, the accompanying consolidated and combined financial statements include the assets, liabilities, revenue, expenses and cash flows of Lotus BEV business for the periods presented and are prepared as if the corporate structure of the Group after the Reorganization had been in existence throughout the periods presented.

As mentioned in note 21, on January 31, 2023, the Group entered into a distribution agreement with Lotus Cars Limited (“LCL”), a wholly owned subsidiary of LGIL and ultimately controlled by the Controlling Shareholder of the Company, pursuant to which, the Group was appointed as the exclusive global distributor (excluding in the United States of America) to distribute certain models of vehicles produced by LCL and to provide after-sale services and brand, marketing and public relations for such vehicles.

(d)VIE Reorganization

Historically, the Company conducted its value-added telecommunication services operation in Chinese mainland through the VIE and VIE’s subsidiaries, with which WFOE, the Company’s wholly owned subsidiary, the VIE and the VIE’s nominee equity holders entered into certain contractual arrangements (“VIE Arrangements”). Since early 2023, the Group has implemented a series of transactions to restructure its organization and business operations (the “Restructuring”). In connection with the Restructuring, the WFOE, the VIE and nominee equity holders of the VIE entered into a series of agreements (“VIE Restructuring Agreements”), pursuant to which, i) WFOE acquired 100% equity interest in Sanya Lotus Venture Capital Co., Ltd. (“Sanya Lotus”) and Hangzhou Lotus Technology Service Co., Ltd. (“Hangzhou Lotus”), subsidiaries of the VIE, in February 2023; ii) all the VIE’s assets and liabilities (excluding ICP license), business contracts, intellectual properties and employees were transferred to a subsidiary of WFOE at nil consideration; iii) the VIE Arrangements were terminated on June 30, 2023.

The Group concludes that the Restructuring does not represent a strategic shift, nor it will have a major effect on the Group’s operations and financial results.

(e)VIE

Prior to the Restructuring as described in note 1(d), the Company’s subsidiary, WFOE has entered into contractual arrangements with Wuhan Lotus E-commerce Co., Ltd. (“VIE”) and their respective shareholders, through which, the Company exercises control over the operations of the VIE and the VIE’s subsidiaries (collectively the “VIEs”). The VIEs are primarily engaged in the provision of value-added telecommunication services.

The equity interests of the VIE are legally held by Mr. Li Shufu, Mr. Feng Qingfeng, Mr. Li Donghui and Mr. Liu Bin, who acted as the nominee equity holders of the VIE on behalf of the WFOE. On August 9, 2021, the Company’s wholly owned subsidiary, WFOE, the VIE and the VIE’s nominee equity holders entered into a contractual agreement, which was replaced by a series of contractual arrangements entered into by and among the WFOE, the VIE and the nominee equity holders on March 8, 2022, including (i) Exclusive Consulting and Service Agreement, (ii) Exclusive Purchase Option Agreement, (iii) Equity Pledge Agreement, (iv) Powers of Attorney and (v) Spousal Consent Letters.

The above agreements are collectively referred to as VIE Arrangements. Through the VIE Arrangements, the nominee equity holders of the VIE had granted all their legal rights including voting rights and disposition rights of their equity interests in the VIE to the WFOE. The nominee equity holders of the VIE did not participate in income and loss and did not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Accordingly, the VIE was considered a variable interest entity.

Because the WFOE has (i) the power to direct activities of the VIE that most significantly impact the economic performance of the VIE; and (ii) the right to receive benefits of the VIE that could potentially be significant to the VIE. Thus, WFOE is the primary beneficiary of the VIE.

Under the terms of the VIE Arrangements, the Company, through the WFOE has (i) the right to receive economic benefits that could potentially be significant to the VIE in the form of service fees under the Exclusive Consulting and Service Agreement; (ii) the right to unconditionally receive all dividends or interest declared by the VIE and all of the assets of the VIE; (iii) the right to receive the benefits of the VIE through its exclusive option to acquire 100% of the equity interests in the VIE, to the extent permitted under respective laws and regulations. Accordingly, the financial statements of the VIE are included in the Company’s consolidated and combined financial statements.

Under the terms of the VIE Arrangements, the VIE’s nominee equity holders have no rights to the net assets nor have the obligations to fund the deficit, and such rights and obligations have been vested to the Company through WFOE. All of the deficit (net liabilities) and net loss of the VIEs are attributed to the Company through WFOE.

The principal terms of the VIE Arrangements are as follows:

Exclusive Consulting and Service Agreement

Pursuant to the Exclusive Consulting and Service Agreement, WFOE has agreed to provide to the VIE with comprehensive consulting services and other services, including but not limited to licensing to VIE intellectual property rights legally owned by WFOE; development, installation, maintenance and update of website, apps, network and system involved in VIE’s business; providing VIE with software and software technology and solutions; technical support and training for employees of VIE; assisting VIE in market research, business planning and strategies; providing marketing and promotion services, customer management, finance management and other related services. VIE and VIE’s subsidiaries (together as VIEs) shall pay WFOE service fees at the amount of 100% of the total consolidated profit of VIEs, after deduction of any accumulated deficit of the VIEs in respect of the preceding financial year(s), necessary operating costs, expenses and taxes. Notwithstanding the foregoing, the WFOE may adjust the amount of the services fee according to services provided by WFOE to VIEs, the VIE’s operational conditions and development needs. The WFOE shall calculate the service fee on a quarterly basis and issue a corresponding invoice to the VIEs. The VIEs must make the payment to the WFOE within ten business days of receiving such invoice. In addition, absent the prior written consent of the WFOE, during the term of the Exclusive Consulting and Service Agreement, with respect to the services provided under the Exclusive Consulting and Service Agreement, the VIEs shall not accept the same or any similar services provided by any third party. The Exclusive Consulting and Service Agreement also provides that the WFOE has the exclusive proprietary rights to and interests in any and all intellectual property rights developed and created by the VIEs during the performance of the Exclusive Consulting and Service Agreement. The Exclusive Consulting and Service Agreement shall remain in effect permanently unless otherwise terminated by the WFOE. During the term of the Exclusive Consulting and Service Agreement, VIE shall not terminate the agreement for whatsoever reasons.

Exclusive Purchase Option Agreement

Under the Exclusive Purchase Option Agreement, the nominee equity holders of VIE irrevocably and exclusively granted WFOE or its designee an option to purchase their equity interest in VIE at the price equal to the minimum amount of consideration permitted by PRC law. The nominee equity holders of VIE should refund any amount that is paid by the WFOE or its designee in connection with the purchased equity interest in a way permitted by PRC law. The nominee equity holders of VIE also granted WFOE or its designee an option to purchase all or a portion of the assets of VIE for the minimum amount of consideration permitted by PRC law. The nominee equity holders of VIE agreed not to transfer or mortgage any equity interest in or dispose of or cause the management to dispose of any assets of VIE without the prior written consent of WFOE. The Exclusive Purchase Option Agreement shall remain in effect until all of the equity interests held by the nominee equity holders of VIE and all of the assets in VIE have been acquired by WFOE or its designee.

Equity Pledge Agreement

Under the Equity Pledge Agreement, the nominee equity holders of VIE pledged their respective equity interest in VIE to WFOE to guarantee the performance of contractual obligations and the payment of debts under the Exclusive Consulting and Service Agreement the nominee equity holders of VIE further agreed not to transfer or pledge their equity interests in VIE without the prior written consent of WFOE. The Equity Pledge Agreement will remain binding until all the contractual obligations of the nominee equity holders of VIE and the VIEs under the Exclusive Consulting and Service Agreement have been fully performed and all the outstanding debts of the nominee equity holders of VIE and the VIEs under the Exclusive Consulting and Service Agreement have been fully paid, or all of their equity interests in VIE have been acquired by WFOE or its designee. Registration of the equity pledge with competent PRC regulatory authority has been completed.

Powers of Attorney

Pursuant to the Powers of Attorney entered into by each of the nominee equity holders of VIE, the nominee equity holders of VIE unconditionally and irrevocably appointed the directors of WFOE’s direct or indirect shareholder(s) or WFOE’s other designated persons as their sole attorney-in-fact to exercise all equity holder rights, including, but not limited to, the right to attend shareholders’ meetings of the VIEs and sign any shareholders resolutions of the meetings on behalf of the nominee equity holder, to exercise all shareholders’ rights in accordance with the PRC laws and regulations and the articles of association of the VIEs, including but not limited to the shareholders’ voting rights, the rights to sale, transfer, pledge or disposal of all or any part of the equity interests in VIE, to appoint the legal representative, director, supervisor and other senior management personnel of VIE, the right to sign any document, meeting minutes and file documents with the competent PRC regulatory authority and the voting rights with respect to VIE’s bankruptcy. The powers of attorney will remain effective until such nominee equity holders cease to be nominee equity holders of the VIE or the WFOE notifies the nominee equity holder of VIE to terminate the relevant powers of attorney.

Spousal Consent Letters

The spouses of each of nominee equity holders signed Spousal Consent Letters. Under the Spousal Consent Letters, the signing spouse unconditionally and irrevocably agreed that the equity interest in VIE which is held by and registered under the name of her spouse will be disposed of pursuant to the abovementioned Equity Pledge Agreement, Exclusive Purchase Option Agreement, Exclusive Consulting and Service Agreement and Powers of Attorney. Moreover, the spouse confirmed she has no rights, and will not assert in the future any right, over the equity interests in VIE held by her spouse. In addition, in the event that the spouse obtains any equity interest in VIE held by her spouse for any reason, she agrees to be bound by and sign any legal documents substantially similar to the contractual arrangements entered into by her spouse, as may be amended from time to time.

The Company relies on the VIE Arrangements to operate and control VIEs. All of the VIE Arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration under PRC laws. Accordingly, these agreements would be interpreted in accordance with PRC laws and any disputes would be resolved in accordance with PRC legal procedures. Uncertainties in the PRC legal system could limit the Company’s ability to enforce these VIE Arrangements. In the event that the Company is unable to enforce these VIE Arrangements, or if the Company suffers significant time delays or other obstacles in the process of enforcing these VIE Arrangements, it would be difficult to exert effective control over VIEs, and the Company’s ability to conduct its business and the results of operations and financial condition may be materially and adversely affected.

In the opinion of management, based on the legal opinion obtained from the Company’s PRC legal counsel, the above VIE Arrangements were legally binding and enforceable and did not violate current PRC laws and regulations. However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, if the PRC government finds that the VIE Arrangements do not comply with its restrictions on foreign ownership of businesses, or if the PRC government otherwise finds that the Company’s corporate structure and contractual arrangements are in violation of local laws or regulations or lack the necessary permits or licenses to operate the Company’s business, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:

●

revoking the business and operating licenses of such entities;

●

discontinuing or restricting the operations or the Group’s right to collect revenues;

●

imposing fines or confiscating any of VIEs’ income that they deem to have been obtained through illegal operations;

●

imposing conditions or requirements with which the Group’s subsidiaries or the VIEs may not be able to comply;

●

requiring the Company to restructure the ownership structure or operations, including terminating the contractual arrangements and deregistering equity pledges made by the nominee equity holders of the VIEs, which in term would affect the ability to consolidate, derive economic interests from, or exert effective control over the VIEs;

●

restricting or prohibiting the Company’s use of the proceeds of overseas offering to finance the business and operations in Chinese mainland; or

●

taking other regulatory or enforcement actions that could be harmful to the business.

If the imposition of any of these penalties or requirement to restructure the Company’s corporate structure causes it to lose the rights to direct the activities of the VIEs or the Company’s right to receive its economic benefits, the Company would no longer be able to consolidate the financial results of the VIEs in its consolidated and combined financial statements.

The Company’s involvement with the VIEs under the VIE Arrangements affected the Company’s consolidated financial position, consolidated and combined results of operations and cash flows as indicated below.

Pursuant to the Restructuring, the Group ceased to consolidate the VIE on June 30, 2023. The following consolidated assets and liabilities information of the Group’s VIEs as of December 31, 2022, and consolidated revenues, net loss and cash flow information for the years ended December 31, 2023, 2022 and 2021 have been included in the accompanying consolidated and combined financial statements. All intercompany transactions and balances with the Company, and its subsidiaries, prior to the Restructuring, have been eliminated upon consolidation.


		As of December 31,
		2022
		US$
Cash		156,571
Inventories		108
Prepayments and other current assets – third parties		2,313
Total current assets		158,992
Property, equipment and software, net		14,189
Operating lease right-of-use assets		12,388
Other non-current assets		1,122
Total assets		186,691
Amounts due to inter-companies⁽ⁱ⁾		10,551
Operating lease liabilities – third parties		716
Accrued expenses and other current liabilities – third parties		35,254
Accrued expenses and other current liabilities – related parties		801
Mandatorily redeemable noncontrolling interest		11,381
Total current liabilities		58,703
Operating lease liabilities – third parties		1,662
Exchangeable notes⁽ⁱⁱ⁾		71,792
Convertible notes⁽ⁱⁱ⁾		76,770
Total liabilities		208,927

(i)	As of December 31, 2022, amounts due to inter-companies represent the payables that the VIEs had with the Company’s subsidiaries, which were eliminated in the Company’s consolidated and combined financial statements.

(ii)	As of December 31, 2022, the exchangeable notes of US$71,792 was guaranteed by the WFOE and the convertible notes of US$76,770 was guaranteed by the Company and the WFOE.


	From January 1, 2023	Year ended	Year ended
	to the completion of	December 31,	December 31,
	the Restructuring	2022	2021
	US$	US$	US$
Revenues	—	—	—
Net loss⁽ⁱ⁾	(74,137)	(52,431)	(8,737)
Net cash used in operating activities⁽ⁱⁱ⁾	(8,281)	(8,869)	(7,993)
Net cash used in investing activities	(38,400)	(5,630)	—
Net cash(used in) provided by financing activities⁽ⁱⁱⁱ⁾	(107,317)	137,876	55,951
Effect of exchange rate changes on cash	(2,573)	(15,900)	1,136
Net decrease in cash	(156,571)	107,477	49,094
Cash at beginning of the period/year	156,571	49,094	—
Cash at end of the period/year	—	156,571	49,094

(i)

(ii)

(iii)

In accordance with the VIE Arrangements, the Company has the power to direct the activities of the VIEs. Therefore, the Company considers that there are no assets in the VIEs that can be used only to settle obligations of the VIEs, except for paid-in-capital of US$155 as of December 31, 2022. Except for the exchangeable notes of US$71,792 guaranteed by the WFOE and the convertible notes of US$76,770 guaranteed by the Company and the WFOE as of December 31, 2022 as mentioned above, the creditors of VIEs do not have recourse to the general credit of the Company and its subsidiaries. During the years ended December 31, 2022 and 2021 and the period between January 1, 2023 and the completion of the Restructuring presented, the Company and its subsidiaries provided financial support to VIEs that they were not previously contractually required to provide in the form of advances. To the extent VIEs require financial support, the Company may, at its option and to the extent permitted under local laws, provide such support to VIEs through entrustment loans to VIEs.

The unrecognized revenue-producing assets that are held by the VIEs comprise of internet content provider license (“ICP license”), internally developed software and intellectual property, patents and other licenses, which were not recorded on the Company’s consolidated balance sheets as they do not meet all the capitalization criteria.

(f)Disposal of a subsidiary

On June 30, 2023, the Company disposed a subsidiary to a third party for cash consideration of US$1,385. The carrying amount of the net liabilities of the subsidiary on the disposal date was as follows:


		US$
Cash		6
Inventories		158
Accounts receivable		1,131
Prepayments and other current assets		1,279
Property, equipment and software, net		2,784
Operating lease right-of-use assets		5,585
Other non-current assets		510
Short‑term borrowings		(2,365)
Accounts payable		(1,298)
Accrued expenses and other current liabilities		(4,684)
Operating lease liabilities		(5,409)
Net liabilities		(2,303)

Between February to June 2023, the Group provided one-year loans with aggregated principal amounts of US$2,346 bearing interest rate of 3.65% to the disposed subsidiary. Upon the disposal, the Group recognized the loan receivables of US$2,365, which were collected in August 2023.

The excess of cash consideration over the net liabilities derecognized was recognized in “Investment (loss) income, net” of US$3,756 in the consolidated and combined statements of comprehensive loss for the year ended December 31, 2023.

The Group concludes that the disposal does not represent a strategic shift, nor it will have a major effect on the Group’s operations and financial results.

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2023

RELATED PARTY TRANSACTIONS

29.

RELATED PARTY TRANSACTIONS

(a)Related parties


Names of the major related parties		Nature of relationship
Geely Holding		Entity controlled by the controlling shareholder of the Company
Ningbo Geely R&D		Entity controlled by the controlling shareholder of the Company
Zhejiang Liankong Technologies Co., Ltd. (“Zhejiang Liankong”)		Entity controlled by the controlling shareholder of the Company
LGIL		Entity controlled by the controlling shareholder of the Company
Founders Onshore Vehicle		Entity controlled by the controlling shareholder of the Company
Geely HK		Entity controlled by the controlling shareholder of the Company
Wuhan Geely Auto Parts Co., Ltd. (“Wuhan Geely Auto Parts”)		Entity controlled by the controlling shareholder of the Company
Zhejiang Geely Automobile Co., Ltd. Wuhan Branch (“Geely Auto Wuhan Branch”)		Entity controlled by the controlling shareholder of the Company
Ecarx		Entity controlled by the controlling shareholder of the Company
ECARX (Hubei) Technology Co., Ltd. (“Hubei Ecarx”)		Entity controlled by the controlling shareholder of the Company
Hubei ECARX Technology Co., Ltd.		Entity controlled by the controlling shareholder of the Company
LCL		Entity controlled by the controlling shareholder of the Company
Beijing Lotus Cars Sales Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Geely UK Limited		Entity controlled by the controlling shareholder of the Company
Volvo Car Corporation		Entity controlled by the controlling shareholder of the Company
Zhejiang Jirun Automobile Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Zhejiang Geely Automobile Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Hangzhou Xuanyu Human Resources Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Zhejiang Geely Business Service Co., Ltd.		Entity controlled by the controlling shareholder of the Company
China Euro Vehicle Technology AB		Entity controlled by the controlling shareholder of the Company
Radar New Energy Automobile (Zhejiang) Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Geely Automobile Group Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Lynk & Co Sales Netherlands BV		Entity controlled by the controlling shareholder of the Company
Geely Automobile Research Institute (Ningbo) Co., Ltd.		Entity controlled by the controlling shareholder of the Company
JChin (Shanghai) Mechanical and Electrical Equipment Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Polestar Automotive China Distribution Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Hangzhou Fenghua Souvenir Co.,Ltd.		Entity controlled by the controlling shareholder of the Company
Zhejiang Jisu procurement management Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Zhejiang Huanfu Technology Co.,Ltd.		Entity controlled by the controlling shareholder of the Company
Chengdu Jinluda Automobile Sales Service Co., Ltd.		Entity which is under significant influence of the Company
Hangzhou Luhongyuan Automobile Sales Service Co., Ltd.		Entity which is under significant influence of the Company
Hubei Changjiang Chegu Industry Investment Fund Partnership		Entity which is under significant influence of the Company
Wuxi Stardrive Technology Co., Ltd.		Entity which is under significant influence of the Company
Zhejiang Xitumeng Digital Technology Co., Ltd.		Entity that the controlling shareholder of the Company has significant influence
Northpole GLY 3 LP		Entity controlled by one of the directors of the Company
Lotus Cars USA Inc.		Entity controlled by the controlling shareholder of the Company
Lynk & Co Investment Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Hangzhou Geely EVUN Technology Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Jizhi Culture Creative Co., Ltd.		Entity controlled by the controlling shareholder of the Company
Volvo Personvagnar Aktiebolag		Entity controlled by the controlling shareholder of the Company
RENAULT S.A.S		Entity that the controlling shareholder of the Company has significant influence

(b)Significant related party transactions

During the years ended December 31, 2023, 2022 and 2021, the Group entered into the following significant related party transactions:


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Provision of services⁽ⁱ⁾	12,573	8,344	3,280
Sales of goods⁽ⁱ⁾	3,432	23	—


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Payments on behalf of related parties ^((ii).a)	4,022	244	—
Cash receipts by related parties on behalf of the Group ^((ii).a)	3,695	—	—
Loans to related parties ^((ii).b)	1,227	2,310	—
Interest income on loans due from related parties ^((ii).b)	122	24	—
Purchase of products and services ^((iii).a)	852,623	44,347	14,259
Purchase of products and services for R&D activities ^((iii).b)	134,721	167,012	47,442
Purchase of equipment and software ^((iii).c)	11,223	42,798	6,255
Payment by related parties on behalf of the Group ^((iii).d)	14,514	2,952	—
Short-term lease cost ^((iii).e)	765	347	243
Deposits received from related party suppliers ^((iii).f)	251	1,584	—
Acquisition of the distribution right ^((iii).g)	22,296	—	—
Interest expense on borrowing due to related parties ^(iv)	—	90	220
Repayment of borrowing from related party ^(iv)	—	10,573	—
Acquisition of right-of-use assets ^(v)	12,166	214	1,333
Payment of lease liabilities ^(v)	269	98	545
Purchase of Geely License ^(vi)	—	—	288,948
Purchase of trademark licenses ^(vii)	—	—	116,041
Payment of consideration for acquiring Lotus Tech Innovation Centre GmbH under common control ^(viii)	—	15,512	—
Payment for purchase of a short-term investment ^(ix)	—	10,000	—

(c)

Significant related party balances

The outstanding balances mainly arising from the above transactions as of December 31, 2023 and 2022 are as follows:


	As of December 31,
	2023	2022
	US$	US$
Accounts receivable – related parties (i)	22,430	8,545
Contract liabilities – related parties* (i)	1	8
Prepayments and other current assets – related parties (ii)	28,744	8,732
Other non-current assets – related parties ((ii).c)	2,706	—
Accounts payable-related parties ((iii).a)	340,419	5,770
Accrued expenses and other current liabilities – related parties (iii)	289,845	183,216
Other non-current liabilities – related parties ((iii).f)	1,634	1,584
Operating lease liabilities – related parties, current* (v)	840	13
Operating lease liabilities – related parties, non-current (v)	12,064	170
Investment securities – related parties (ix)	3,326	8,411

*	These items are included in accrued expenses and other current liabilities — related parties in the consolidated balance sheets as of December 31, 2023 and 2022.

Note:

(i)

(ii)	Prepayments and other current assets – related parties other non-current assets – related parties of the Group are arising from transactions related to purchase of products and services (see note (iii).a), loans to related parties, and cash receipts on behalf of the Group as follows.

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(d)Manufacturing agreement with the Geely Group

(e)Lotus Application Entrusted Operation & Maintenance Contract with Wuhan Quanqing

CIK 0001841024 L Catterton Asia Acquisition Corp

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On January 12, 2021, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”). Up to 937,500 Founder Shares were subject to forfeiture by the Sponsor, depending on the extent to which the underwriters’ over-allotment option is exercised. On March 24, 2021, the Underwriters partially exercised the over-allotment option which resulted in 912,719 of the Founder Shares no longer subject to forfeiture. On April 24, 2021, the underwriters’ over-allotment option to purchase up to an additional 99,126 additional units expired, having not been exercised, and accordingly, 24,781 Class B ordinary shares were forfeited by the Company’s initial shareholders for no consideration.

On August 10, 2022, a former director resigned from the Company and transferred his 25,000 Founder Shares to the Sponsor. On August 10, 2022, the Company appointed a new director and the Sponsor transferred 25,000 Founder Shares to the appointed independent director. The transfer of the Founders Shares to an independent director, as described above, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Founders Shares were effectively transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. As of December 31, 2023 and 2022, the Company determined that a Business Combination is not considered probable, and, therefore, no stock-based compensation expense has been recognized.

The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property (the “Lock-up”). Any permitted transferees would be subject to the same restrictions and other agreements of the Company’s Sponsor, officers and directors with respect to any Founder Shares.

Due to Related Party

Commencing on the date the securities of the Company were first listed on the Nasdaq Capital Market, the Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services incurred on behalf of members of the management team, in the amount of $10,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. A total of $120,000 has been incurred for the year ended December 31, 2023, and $120,000 has been incurred for the year ended December 31, 2022, respectively.

As of December 31, 2023 and 2022, the Company owed the Sponsor $8,208,067 and $2,108,356, respectively. The due to related party at December 31, 2023 is comprised of $4,638,011 in amounts owed related to expenses the Sponsor paid on behalf of the Company, $3,300,000 in amounts owed pertaining to extension and $270,056 in amounts owed pertaining to administrative services, office space and secretarial support provided by the Sponsor. The due to related party at December 31, 2022 is comprised of $1,958,300 in amounts owed related to expenses the Sponsor paid on behalf of the Company and $150,056 in amounts owed pertaining to administrative services, office space and secretarial support provided by the Sponsor.

Working Capital Loans

In addition, in order to finance transaction costs in connection with an intended Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to it. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2023 and 2022, the Company had no borrowings under the Working Capital Loans.

On April 11, 2022, and re-issued on October 2, 2023, the Company obtained a commitment from the Sponsor to fund any working capital needs of the Company at least one year from the issuance of these financial statements through loans of up to an aggregate of $500,000.

- Definition

+ References

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

Basis of Presentation

(a)	Basis of Presentation

The accompanying consolidated and combined financial statements of the Group have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The consolidated and combined financial statements are presented in United States dollar (“US$”), rounded to the nearest thousand.

These consolidated and combined financial statements have been prepared in accordance with U.S. GAAP assuming the Company will continue as a going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. However, substantial doubt about the Company’s ability to continue as a going concern exists.

The Group has incurred losses since its inception. As of December 31, 2023, the Group had an accumulated deficit of US$1,588,773 and net current liabilities of US$873,569. In addition, the Group recorded net cash used in operating activities in the amount of US$386,932 for the year ended December 31, 2023.

Historically, the Group had relied principally on proceeds from the issuance of redeemable convertible preferred shares, exchangeable notes, convertible notes and related party borrowings to finance its operations and business expansion. The Company will require additional liquidity to continue its operations over the next 12 months.

The Group is evaluating strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, obtaining additional loans from banks or related parties and renewal of existing loans when they are due, equity financing, entering into other financing arrangements, and restructuring of operations to grow revenues and decrease expenses. However, given the impact of the uncertainty of global economic and global financial markets, the Group may be unable to access further debt or equity financing when needed. As such, there can be no assurance that the Company will be able to obtain additional liquidity when needed or under acceptable terms, if at all.

Use of Estimates

(c)	Use of Estimates

The preparation of the consolidated and combined financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, related disclosures of contingent assets and liabilities at the balance sheet date, and the reported revenues and expenses during the reported period in the consolidated and combined financial statements and accompanying notes. Significant items subject to estimates and assumptions include, but not limited to, standalone selling price of each distinct performance obligation in revenue recognition, lower of cost and net realizable value of inventories, the provision of credit losses of financial assets, useful lives and recoverability of property, equipment and software, recoverability of intangible assets with indefinite useful lives, valuation allowance of deferred tax assets, determination of incremental borrowing rates for leases, estimated product warranties reserve, and fair value determination of i) exchangeable notes; ii) convertible notes; iii) mandatorily redeemable noncontrolling interest; iv) put option liabilities; and v) share-based compensation arrangements. Actual results could differ from those estimates, and as such, differences may be material to the consolidated and combined financial statements.

Cash and Cash Equivalents

(e)

Cash

Cash consists of cash on hand and cash at bank. The Group does not have any cash equivalents as of December 31, 2023 and 2022.

Cash on hand and cash at bank deposited in financial institutions at various locations are as follows:


	As of December 31,
	2023	2022
	US$	US$
Cash balances include deposits in:
Financial institutions in the mainland of the PRC
− Denominated in Chinese Renminbi (“RMB”)	381,890	547,301
− Denominated in United States Dollars (“US$”)	7,232	165,068
− Denominated in Great Britain Pound (“GBP”)	127	2,984
− Denominated in Euro Dollar (“EUR”)	361	347
Total cash balances held at the PRC financial institutions	389,610	715,700
Financial institutions in United Kingdom (“UK”)
− Denominated in GBP	11,871	5,778
− Denominated in USD	794	—
− Denominated in EUR	4,969	—
− Denominated in RMB	161	—
Total cash balances held at UK financial institutions	17,795	5,778
Financial institutions in Netherlands
− Denominated in GBP	11	18
− Denominated in EUR	5,035	8,899
− Denominated in other currencies	58	—
Total cash balances held at Netherlands financial institutions	5,104	8,917
Financial institutions in Germany
− Denominated in EUR	2,149	5,347
Total cash balances held at German financial institutions	2,149	5,347
Total cash balances held at financial institutions in other jurisdictions	4,283	862
Total cash balances held at financial institutions	418,941	736,604
Cash on hand	—	1
Total cash balances	418,941	736,605

Income Taxes

(cc)	Income Taxes

The Group accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Tax. Current income taxes are provided on the basis of income before income taxes for financial reporting purposes and adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax laws and rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the consolidated and combined statements of comprehensive loss in the period that includes the enactment date. A valuation allowance is provided to reduce the amount of deferred income tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred income tax assets will not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of futures profitability, the duration of statutory carry forward periods, the Group’s experience with operating loss and tax credit carry forwards, if any, not expiring.

The Group applies a “more-likely-than-not” recognition threshold in the evaluation of uncertain tax positions. The Group recognizes the benefit of a tax position in its consolidated and combined financial statements if the tax position is “more-likely-than-not” to prevail based on the facts and technical merits of the position. Tax positions that meet the “more-likely-than-not” recognition threshold are measured at the largest amount of tax benefit that has a greater than fifty percent likelihood of being realized upon settlement. Unrecognized tax benefits may be affected by changes in interpretation of laws, rulings of tax authorities, tax audits, and expiry of statutory limitations. In addition, changes in facts, circumstances and new information may require the Group to adjust the recognition and measurement estimates with regard to individual tax positions. Accordingly, unrecognized tax benefits are periodically reviewed and re-assessed. Adjustments, if required, are recorded in the Group’s consolidated and combined financial statements in the period in which the change that necessities the adjustments occur. The ultimate outcome for a particular tax position may not be determined with certainty prior to the conclusion of a tax audit and, in certain circumstances, a tax appeal or litigation process. The Group records interest and penalties related to unrecognized tax benefits (if any) in income tax expenses.

Net Income (Loss) Per Share

(ff)	Loss per Share

Basic loss per ordinary share is computed by dividing net loss attributable to the Company’s ordinary shareholders, taking into consideration the accretions to redemption value of redeemable convertible preferred shares, by the weighted average number of ordinary shares outstanding during the year using the two-class method. Under the two-class method, any net income is allocated between ordinary shares and other participating securities based on participating rights in undistributed earnings. The Company’s redeemable convertible preferred shares are participating securities since the holders of these securities participate in dividends on the same basis as ordinary shareholders. These participating securities are not included in the computation of basic loss per ordinary share in periods when the Company reports net loss, because these participating security holders have no obligation to share in the losses of the Company.

Diluted loss per share is calculated by dividing net loss attributable to the Company’s ordinary shareholders as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of ordinary and dilutive ordinary share equivalents outstanding during the year. Ordinary share equivalents include the ordinary shares issuable upon the exercise of the outstanding share options (using the treasury stock method), and the conversion of redeemable convertible preferred shares, mandatorily redeemable noncontrolling interest, exchangeable notes and convertible notes (using the as-if-converted method). Potential dilutive securities are not included in the calculation of diluted loss per share if the impact is anti-dilutive.

Recent Accounting Pronouncements

(ii)	Recent Accounting Pronouncements

In June 2016, the FASB amended ASU 2016-13, Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. ASU 2016-13 was further amended in November 2019 by ASU 2019-09, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). As a result, ASC 326, Financial Instruments — Credit Losses is effective for public companies for annual reporting periods, and interim periods within those years beginning after December 15, 2019. For all other entities, it is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. As the Group is an “emerging growth company” and elects to apply for the new and revised accounting standards at the effective date for a private company, the Group adopted ASU 2016-13 on January 1, 2023. The adoption did not have a material impact on the Group’s consolidated and combined financial statements.

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contracts Assets and Contract Liabilities from Contracts with Customers, which requires companies to apply Accounting Standard Codification (“ASC”) 606 to recognize and measure contract assets and contract liabilities from contracts with customers acquired in a business combination on the acquisition date. This new guidance creates an exception to the general recognition and measurement principle noted in ASC 805, Business Combinations, which requires the acquirer in a business combination to recognize and measure the assets acquired at fair value at the acquisition date. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and interim periods, for all public business entities. For all other entities, it is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early application permitted. As the Group is an “emerging growth company” and elects to apply for the new and revised accounting standards at the effective date for a private company, the Group will adopt ASU 2021-08 for the fiscal year ending December 31, 2024. The Group is currently evaluating the impact of adopting this standard on its consolidated and combined financial statements.

In March 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842), which requires a lessee in a common control lease arrangement to amortize leasehold improvements that it owns over the improvements’ useful lives to the common control group, regardless of the lease term, if the lessee continues to control the use of the underlying asset through a lease. This ASU is effective for the Group for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. Early adoption is permitted. The Group is currently evaluating the impact of adopting this standard on its consolidated and combined financial statements.

In December 2023, the FASB issued ASU 2023 - 09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, amending existing income tax disclosure guidance, primarily requiring more detailed disclosure for income taxes paid and the effective tax rate reconciliation. The ASU is effective for annual reporting periods beginning after December 15, 2025, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Group is currently evaluating the impact of adopting this standard on its consolidated and combined financial statements.

CIK 0001841024 L Catterton Asia Acquisition Corp

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

Marketable Securities Held in Trust Account

Warrant Liabilities

Class A Ordinary Shares Subject to Possible Redemption

As of December 31, 2023 and 2022, the ordinary shares reflected on the balance sheet are reconciled in the following table:


Class A ordinary shares subject to possible redemption, as of December 31, 2021	$	286,531,700
Plus:
Remeasurement of carrying value to redemption value		4,132,759
Class A ordinary shares subject to possible redemption, as of December 31, 2022	$	290,664,459
Less:
Redemptions		(70,200,754)
Plus:
Remeasurement of carrying value to redemption value		14,270,741
Class A ordinary shares subject to possible redemption, as of December 31, 2023	$	234,734,446

Income Taxes

Net Income (Loss) Per Share

Net Income Per Share

Reconciliation of Net Income (Loss) per Common Share

Reconciliation of Net Income per Common Share


	Year Ended		Year Ended
	December 31,		December 31,
	2023		2022
Class A Common Stock
Net income allocable to Class A common stock	$	192,915	$	8,671,767
Basic and diluted weighted average shares outstanding		23,063,000		28,650,874
Basic and diluted net income per share	$	0.01	$	0.30
Class B Common Stock
Net income allocable to Class B common stock	$	59,914	$	2,167,941
Weighted average shares outstanding, basic and diluted		7,162,718		7,162,718
Basic and diluted net income per common share	$	0.01	$	0.30

Fair Value of Financial Instruments

Recent Accounting Pronouncements

ACCOUNT RECEIVABLES - THIRD PARTIES, NET

12 Months Ended

Dec. 31, 2023

ACCOUNT RECEIVABLES - THIRD PARTIES, NET

ACCOUNT RECEIVABLES - THIRD PARTIES, NET

3.ACCOUNT RECEIVABLES - THIRD PARTIES, NET


	As of December 31,
	2023	2022
	US$	US$
Accounts receivable-third parties	77,047	111
Less: Allowance for credit losses	(383)	—
Total	76,664	111

The movement of the allowance for credit losses is as follows:


		US$
Balance as of December 31, 2022		—
Impact of adoption of ASC 326		1
Balance as of January 1, 2023		1
Provisions		374
Foreign currency translation adjustment		8
Balance as of December 31, 2023		383

INVENTORIES

12 Months Ended

Dec. 31, 2023

INVENTORIES

INVENTORIES

4.	INVENTORIES

Inventories consisted of the following:


	As of December 31,
	2023	2022
	US$	US$
Products available for sale	246,419	13,714
Goods in transit	18,771	8,989
Total	265,190	22,703

Inventory write-downs recognized in cost of revenues for the years ended December 31, 2023, 2022 and 2021 were US$1,668, nil and nil, respectively.

REVENUES - Disaggregation of revenue (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
REVENUES
Revenues	$ 679,008	$ 9,557	$ 3,687
Chinese mainland
REVENUES
Revenues	419,448	8,816	3,109
UK
REVENUES
Revenues	83,827	437	439
Japan
REVENUES
Revenues	26,390
AUSTRALIA
REVENUES
Revenues	20,335
Belgium
REVENUES
Revenues	20,701
France
REVENUES
Revenues	16,341
Italy
REVENUES
Revenues	14,650
Germany
REVENUES
Revenues	15,904
Netherlands
REVENUES
Revenues	13,729
Others
REVENUES
Revenues	47,683	304	139
Goods
REVENUES
Revenues	660,158	1,186	369
Goods \| Third parties
REVENUES
Revenues	656,726	1,163	369
Goods \| Related parties
REVENUES
Revenues	3,432	23	0
BEV lifestyle models \| Third parties
REVENUES
Revenues	464,172
BEV lifestyle models \| Related parties
REVENUES
Revenues	1,093
Sports cars \| Third parties
REVENUES
Revenues	183,160	828	369
Sports cars \| Related parties
REVENUES
Revenues	951
Others \| Third parties
REVENUES
Revenues	9,394	335
Others \| Related parties
REVENUES
Revenues	1,388	23
Service
REVENUES
Revenues	18,850	8,371	3,318
Service \| Third parties
REVENUES
Revenues	6,277	27	38
Service \| Related parties
REVENUES
Revenues	$ 12,573	$ 8,344	$ 3,280

PIPE Investments

12 Months Ended

Dec. 31, 2023

PIPE Investments

PIPE Investments

13.PIPE Investments

Meritz Investment

On November 15, 2023, the Company entered into a share subscription agreement (the “Meritz Subscription Agreement”) with Meritz, pursuant to which, among other things, Meritz agreed to subscribe for, and the Company agreed to issue to Meritz 50,000,000 ordinary shares of the Company (“Meritz Subscription Shares”) at an aggregate subscription price equal to $500,000 (“Meritz Investment”). Pursuant to the Meritz Subscription Agreement, the obligations of the parties to consummate the Meritz Investment are subject to the satisfaction or waiver of certain closing conditions, including, among others, (i) all conditions precedent under the Merger Agreement having been satisfied or waived (other than those to be satisfied at the closing of the Business Combination), (ii) the accuracy of representations and warranties in all material respects, (iii) material compliance with covenants, (iv) due execution and delivery of security documents granting certain security interests in favor of Meritz over a restricted cash account and a restricted securities account holding U.S. treasury bonds and/or U.S. treasury bills in agreed amounts to secure the put obligations and certain other obligations of the Company under the Meritz Subscription Agreement, and the creation and perfection of the security interests granted to Meritz in accordance with the foregoing security documents, subject to certain exceptions, (v) no amendment or waiver of the Merger Agreement in a manner that materially and adversely affects the economic benefits Meritz reasonably expects to receive under the Meritz Subscription Agreement, and (vi) no amendment or waiver by the Company of certain conditions precedent under the Merger Agreement without Meritz’s prior written consent.

Subject to the receipt of the subscription price, the Company shall deposit into a restricted securities account consisting of: (i) certain U.S. treasury bonds with an aggregate outstanding principal amount of $325,000, and (ii) certain U.S. treasury bonds and/or U.S. treasury bills with an aggregate outstanding principal amount of $175,000 as soon as practicable following, but not later than two (2) business days after the closing of the Meritz Investment. Meritz will have a put option to sell all or part of the Meritz Subscription Shares to the Company upon the occurrence of certain triggering events, including certain credit events, collateral-related default, failure to comply with certain financial covenants, failure to satisfy certain registration condition with respect to Meritz Subscription Shares, or the third anniversary of the closing of the Meritz Investment, all or part of the Meritz Subscription Shares then held by Meritz to the Company at an agreed return, i.e. 12.5% internal rate. The Company shall have certain call options to purchase up to an agreed number of Meritz Subscription Shares from Meritz, subject to satisfaction of certain conditions, in each case, at a per share price that is not lower than $14.00.

PIPE Investments

In 2023, the Company entered into subscription agreements (the “PIPE Subscription Agreements”) with Lotus Technology International Investment Limited (“LTIIL”), ultimately controlled by Geely Holding, Etika, and other investors, pursuant to which the LTIIL, Etika and other investors have committed to subscribe for and purchase the Company’s ordinary shares at $10.00 per share for an aggregate investment amount of US$127,500, US$122,500 and US$94,713, respectively (“PIPE Investments”). The obligations of the parties to consummate the PIPE Investment are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, among others, (i) all conditions precedent under the Merger Agreement having been satisfied or waived (other than those to be satisfied at the closing of the Business Combination), (ii) the accuracy of representations and warranties in all material respects, (iii) material compliance with covenants; and (iv) all of the consents from, and filings and/or registrations with, applicable governmental authority as required by applicable PRC laws in connection with the PIPE Investor’s outbound direct investment in the Company shall have been duly obtained and completed.

As of December 31, 2023, the Company received US$10,000 refundable deposits in connection with the PIPE Investments, bearing simple interest rate of 8% per annum. As of December 31, 2023, no shares have been issued pursuant to the above “Meritz Subscription Agreement” and “PIPE Subscription Agreements”.

On February 15, 2024, the Company entered into a subscription agreement with a PIPE investor, pursuant to which the PIPE investor committed to subscribe for and purchase the Company’s Ordinary Shares at $10.00 per share for an aggregate investment amount of approximately US$15,000.

Upon the consummation of the Merger Transaction, as mentioned in note 1(b), the above Meritz Investment and PIPE Investments were completed with the issuance of 50,000,000 and 35,849,458 ordinary shares by the Company to Meritz and the PIPE investors, respectively.

RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)		12 Months Ended
	Apr. 11, 2022	Dec. 31, 2023	Dec. 31, 2022
Concentration and Risk
Repayment of promissory note - related party			$ 9,844,000
CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Expenses per month		$ 10,000
Expenses incurred and paid		5,937,043	4,570,857
Term of working capital funding commitment from Sponsor	1 year
Commitment from Sponsor to fund working capital needs	$ 500,000
Sponsor \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Due to related party		8,208,067
Related party \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Due to related party		8,208,067	2,108,356
Expenses incurred and paid		120,000	120,000
Administrative Support Agreement \| Sponsor \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Due to related party		270,056	150,056
Related Party Loans \| Sponsor \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Due to related party		4,638,011	1,958,300
Related Party Loans \| Related party \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Due to related party			$ 2,108,356
Working capital loans warrant \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Loan conversion agreement warrant		$ 1,500,000
Price of warrant		$ 1.50
Term of working capital funding commitment from Sponsor	1 year
Commitment from Sponsor to fund working capital needs	$ 500,000
Working capital loans warrant \| Related party \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Due to related party		$ 0
Extension of business combination \| CIK 0001841024 L Catterton Asia Acquisition Corp
Concentration and Risk
Due to related party		$ 3,300,000

OTHER NON-CURRENT ASSETS - THIRD PARTIES

12 Months Ended

Dec. 31, 2023

OTHER NON-CURRENT ASSETS - THIRD PARTIES

OTHER NON-CURRENT ASSETS - THIRD PARTIES

9.	OTHER NON-CURRENT ASSETS – THIRD PARTIES

Other non-current assets consisted of the following:


	As of December 31,
	2023	2022
	US$	US$
Deposits for long-term operating leases	3,288	3,486
Prepayments for purchases of property, equipment and software	920	1,442
Deductible VAT	41,859	5,815
Equity investment⁽ⁱ⁾	4,466	240
Total	50,533	10,983

(i)Equity investments

In January 2023, the Group invested US$4,317 to incorporate Hubei Changjiang Chegu Industry Investment Fund Partnership (“Changjiang Chegu”) in Chinese mainland and holds 16.67% of Changjiang Chegu’s equity interests. The Group applies the equity method to account for the investment in Changjiang Chegu.

CONVERTIBLE NOTES (Tables)

12 Months Ended

Dec. 31, 2023

Convertible notes

CONVERTIBLE NOTES

Schedule of convertible notes


	Series	Subsidiary	2023
	Pre-A Note	Convertible Note	Convertible Notes	Total
	US$	US$	US$	US$
Balance as of January 1, 2021	—	—		—
Issuance of convertible notes	23,445	—		23,445
Balance as of December 31, 2021	23,445	—	—	23,445
Issuance of convertible notes	—	75,037	—	75,037
Conversion to Series Pre-A redeemable convertible preferred shares (note 17)	(23,445)	—	—	(23,445)
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk	—	4,264	—	4,264
Changes in fair values of convertible notes due to the instrument-specific credit risk	—	890	—	890
Foreign currency translation adjustment	—	(3,421)	—	(3,421)
Balance as of December 31, 2022	—	76,770	—	76,770
Issuance of convertible notes	—	—	25,297	25,297
Partial redemption of convertible notes	—	—	(5,648)	(5,648)
Interest paid	—	(3,072)	—	(3,072)
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk	—	2,376	616	2,992
Changes in fair values of convertible notes due to the instrument-specific credit risk	—	6,951	12	6,963
Foreign currency translation adjustment	—	(1,390)	—	(1,390)
Balance as of December 31, 2023	—	81,635	20,277	101,912
– Current portion	—	—	20,277	20,277
– Non-current portion	—	81,635	—	81,635

Series Pre-A Note

CONVERTIBLE NOTES

Schedule of assumptions used in determination of fair value of Convertible Note


	As of December 31, 2021
Risk-free interest rate	2.28	%
Probability of conversion	75.00	%
Bond yield	5.89	%

Subsidiary Convertible Note

CONVERTIBLE NOTES

Schedule of assumptions used in determination of fair value of Convertible Note


	As of December 31,
	2023		2022
Risk-free interest rates	2.40	%	2.52% – 2.73	%
Probability of conversion	10.00	%	12.00	%
Bond yields	4.85%-5.84	%	6.88% – 8.92	%

2023 Convertible Notes

CONVERTIBLE NOTES

Schedule of assumptions used in determination of fair value of Convertible Note


	As of December 31,
	2023

Risk‑free interest rate	5.51%-5.52	%
Probability of conversion	90.00	%
Bond yields	7.01%-8.47	%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SIGNIFICANT ACCOUNTING POLICIES
Number of shares subject to redemption	68,228,526	68,228,526
Anti-dilutive securities attributable to warrants (in shares)	117,751,375	114,926,929	18,507,851
CIK 0001841024 L Catterton Asia Acquisition Corp
SIGNIFICANT ACCOUNTING POLICIES
Marketable securities held in Trust Account	$ 234,734,447	$ 290,664,460
Unrecognized tax benefits	0	0
Accrued Interest and penalties	$ 0	$ 0
Anti-dilutive securities attributable to warrants (in shares)	15,037,074
Class A ordinary shares subject to possible redemption \| CIK 0001841024 L Catterton Asia Acquisition Corp
SIGNIFICANT ACCOUNTING POLICIES
Number of shares subject to redemption	21,783,622	28,650,874

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net loss attributable to ordinary shareholders	$ (742,001)	$ (723,921)	$ (110,531)
Accretion of Redeemable Convertible Preferred Shares	(15,121)	(910)
Net loss available to ordinary shareholders	$ (757,122)	$ (724,831)	$ (110,531)
Denominator:
Weighted average number of ordinary shares, basic (in shares)	474,621,603	475,805,054	334,127,181
Weighted average number of ordinary shares, diluted (in shares)	474,621,603	475,805,054	334,127,181
Net loss per ordinary share attributable to ordinary shareholders - Basic (in dollars per share)	$ (1.60)	$ (1.52)	$ (0.33)
Net loss per ordinary share attributable to ordinary shareholders - Diluted (in dollars per share)	$ (1.60)	$ (1.52)	$ (0.33)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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+ Details

INCOME TAX (Tables)

12 Months Ended

Dec. 31, 2023

INCOME TAX

Schedule of maximum applicable income tax rates of other countries where the Company's subsidiaries having significant operations


	Year ended December 31,
	2023		2022		2021
Germany
– Corporation tax*	15.825	%	15.825	%	15.825	%
– Trade tax*	14.35	%	14.35	%	13.825	%
UK**	25	%	19	%	19	%
Netherlands	25.8	%	25.8	%	25.8	%

**	UK corporate income tax rate changed from 19% to 25% since April 2023.

Schedule of component of income tax expense


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
The PRC, excluding Hong Kong	(514,816)	(652,302)	(113,598)
Germany	(5,370)	801	2,060
UK	(166,174)	821	2,415
Netherlands	(46,774)	(47,710)	(1,415)
Cayman Islands	(4,383)	(25,598)	1,860
Hong Kong	(1,859)	78	—
Others	(9,766)	(361)	—
Total	(749,142)	(724,271)	(108,678)


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Current income tax expense
−The PRC, excluding Hong Kong	727	73	852
− Germany	332	400	603
− UK	—	(187)	182
− Netherlands	—	—	—
− Cayman Islands	—	—	—
− Hong Kong	—	—	—
− Others	54	6	—
Total current tax provision	1,113	292	1,637
Deferred income tax expense
− The PRC, excluding Hong Kong	—	—	—
− Germany	—	—	—
− UK	—	—	216
− Netherlands	—	—	—
− Cayman Islands	—	—	—
− Hong Kong	—	—	—
− Others	—	—	—
Total deferred tax expense	—	—	216
Total income tax expense	1,113	292	1,853

Schedule of reconciliation of actual income tax expense reported from the amount computed by applying the PRC income tax rate


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Computed expected income tax benefit at the PRC statutory tax rate of 25%	(187,286)	(181,068)	(27,170)
Effect on tax rates in different tax jurisdiction	824	5,997	(373)
Preferential tax rate impact	(423)	—	—
Tax effect of non-deductible expenses	2,474	480	110
Tax effect of R&D expenses additional deduction	(17,732)	(3,068)	(134)
Change in valuation allowance	202,586	177,715	29,784
Tax filing difference	663	—	—
Others	7	236	(364)
Actual income tax expense	1,113	292	1,853

Schedule of deferred tax assets and liabilities


	As of December 31,
	2023	2022
	US$	US$
Deferred tax assets:
Net operating losses carryforwards	186,642	78,971
Accrued expenses	22,664	23,271
Deferral of tax deduction of R&D expenses	308,850	263,384
Operating lease liabilities	31,633	29,201
Exchangeable notes	5,061	3,532
Mandatorily redeemable noncontrolling interest	-	1,463
Convertible notes	3,620	1,289
Deferral of tax deduction of advertising expenses	10,054	6,404
Property, equipment and software	2,908	364
Equity investments	843	667
Deferred revenue	19,102	1,619
Total gross deferred tax assets	591,377	410,165
Valuation allowance on deferred tax assets	(390,737)	(202,715)
Deferred tax assets, net of valuation allowance	200,640	207,450
Deferred tax liabilities:
Property, equipment and software	(3,430)	(285)
Derivative assets	(17)	—
Government grants	(155,717)	(178,090)
Operating lease right-of-use assets	(41,476)	(29,201)
Total deferred tax liabilities	(200,640)	(207,576)
Net deferred tax liabilities	—	(126)


	As of December 31,
	2023	2022
	US$	US$
Deferred tax assets	—	—
Deferred tax liabilities	—	(126)
Net deferred tax liabilities	—	(126)

Summary of valuation allowance


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Balance at the beginning of the year	202,715	32,914	3,130
Addition	215,886	177,715	29,784
Deduction	(25,934)	—	—
Effect of foreign currency translation	(1,930)	(7,914)	—
Balance at the end of the year	390,737	202,715	32,914

Schedule of operating loss carryforwards


Year ending December 31,		Amount
		US$
2026		43,523
2027		151,292
2028		275,898
Total		470,713

PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION (Tables)

12 Months Ended

Dec. 31, 2023

PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

Schedule of parent company condensed balance sheets


	As of December 31,
	2023	2022
	US$	US$
ASSETS
Current assets
Cash	33,888	353,107
Amounts due from inter-companies	46,087	6,089
Prepayments and other current assets – third parties	1,687	—
Total current assets	81,662	359,196
Non-current assets
Investment securities – related parties	3,326	8,411
Total non-current assets	3,326	8,411
Total assets	84,988	367,607
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' EQUITY (DEFICIT)
Current liabilities
Convertible notes	20,277	—
Accrued expenses and other current liabilities – third parties	714	—
Total current liabilities	20,991	—
Non-current liabilities
Share of losses in excess of investments in subsidiaries and consolidated VIEs	873,881	451,571
Put option liabilities	11,884	—
Total non-current liabilities	885,765	451,571
Total liabilities	906,756	451,571
Total mezzanine equity	383,530	368,409
Shareholders' equity (deficit)
Ordinary Shares	21	21
Additional paid-in capital	358,187	403,103
Receivable from shareholders	—	(26,447)
Accumulated other comprehensive income	25,267	17,707
Accumulated deficit	(1,588,773)	(846,757)
Total shareholders’ deficit	(1,205,298)	(452,373)
Total liabilities, mezzanine equity and shareholders' deficit	84,988	367,607

Schedule of parent company condensed statements of comprehensive loss


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Total operating expenses	(2,983)	(11,127)	(263)
Interest income	6,979	2,839	—
Interest expenses	—	—	—
Investment loss, net	(5,084)	(4,242)	—
Foreign currency exchange gains (losses), net	(171)	(13,068)	2,124
Changes in fair values of convertible notes, excluding impact of instrument-specific credit risk	(616)	—	—
Changes in fair values of put option liabilities	(2,508)	—	—
Share of losses from subsidiaries and consolidated VIEs	(737,618)	(698,323)	(112,392)
Loss before income taxes	(742,001)	(723,921)	(110,531)
Income tax expense	—	—	—
Net loss	(742,001)	(723,921)	(110,531)
Other comprehensive income (loss):
Fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes	(8,650)	(893)	119
Foreign currency translation adjustment, net of nil income taxes	16,210	18,669	(843)
Total comprehensive loss	(734,441)	(706,145)	(111,255)

Schedule of parent company condensed statements of cash flows


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Net cash generated from (used in) operating activities	3,127	2,682	(997)
Net cash used in investing activities	(347,697)	(113,216)	—
Net cash provided by financing activities	27,163	392,053	82,076
Effect of exchange rate changes on cash	(1,812)	(10,161)	670
Net increase in cash	(319,219)	271,358	81,749
Cash at the beginning of the year	353,107	81,749	—
Cash at the end of the year	33,888	353,107	81,749

SHARE-BASED COMPENSATION - Schedule of assumptions of share options granted (Details) - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SHARE-BASED COMPENSATION
Expected dividend yield	0.00%	0.00%
Options
SHARE-BASED COMPENSATION
Risk-free interest rate, Minimum	3.40%	3.71%
Risk-free interest rate, Maximum	4.79%	4.15%
Expected volatility, Minimum	54.06%	56.13%
Expected volatility, Maximum	54.48%	56.32%
Expected terms	10 years	10 years
Options \| Minimum
SHARE-BASED COMPENSATION
Exercise multiple	2.20	2.20
Fair value of underlying ordinary share	$ 5.91	$ 3.61
Options \| Maximum
SHARE-BASED COMPENSATION
Exercise multiple	2.80	2.80
Fair value of underlying ordinary share	$ 8.93	$ 4.11

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Accounts Receivable and expected credit losses (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Jan. 01, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accounts Receivable and expected credit losses
Adopted of ASC 326 and several associated ASU related with accumulated deficit	$ (1,210,702)		$ (453,015)	$ 195,321	$ 16,107
Adjustment
Accounts Receivable and expected credit losses
Adopted of ASC 326 and several associated ASU related with accumulated deficit			(15)
Accumulated deficit
Accounts Receivable and expected credit losses
Adopted of ASC 326 and several associated ASU related with accumulated deficit	$ (1,588,773)		(846,757)	$ (122,836)	$ (10,425)
Accumulated deficit \| Adjustment
Accounts Receivable and expected credit losses
Adopted of ASC 326 and several associated ASU related with accumulated deficit			$ (15)
Accumulated deficit \| Adjustment \| ASC 326
Accounts Receivable and expected credit losses
Adopted of ASC 326 and several associated ASU related with accumulated deficit		$ 15

- Definition

Amount of equity (deficit) attributable to parent and noncontrolling interest. Excludes temporary equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483421/250-10-45-24

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 23
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483421/250-10-45-23

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483421/250-10-45-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 5
-Subparagraph (c)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479654/326-10-65-5

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 6
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147480528/815-20-65-6

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (a)(3)(iii)(03)
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-URI https://asc.fasb.org//1943274/2147483550/848-10-65-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
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-URI https://asc.fasb.org//1943274/2147479343/105-10-65-6

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 326
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-Name Accounting Standards Codification
-Section 65
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-URI https://asc.fasb.org//1943274/2147479654/326-10-65-4

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/exampleRef
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Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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Reference 35: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
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Reference 38: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 39: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 40: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 41: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4I

+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Land use rights and Segment Reporting (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)
Leases
Number of operating segment \| segment	1
Property, equipment and software, net	$ 354,617	$ 253,471
UK
Leases
Property, equipment and software, net	46,827	4,180
Germany
Leases
Property, equipment and software, net	$ 54,470	$ 26,544
Land Improvements [Member] \| Minimum
Leases
Operating lease term of contract	40 years
Land Improvements [Member] \| Maximum
Leases
Operating lease term of contract	50 years

PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION - Parent Company Condensed Statements of Cash Flows (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Net cash used in operating activities	$ (386,932)	$ (351,419)	$ (126,505)
Net cash (used in) provided by investing activities	(197,985)	(149,414)	244,476
Net cash provided by financing activities	284,708	758,131	364,853
Net increase in cash	(312,398)	208,081	485,767
Cash and restricted cash at beginning of the year	739,533	531,452	45,685
Cash and restricted cash at end of the year	427,135	739,533	531,452
Parent Company
PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
Net cash used in operating activities	3,127	2,682	(997)
Net cash (used in) provided by investing activities	(347,697)	(113,216)
Net cash provided by financing activities	27,163	392,053	82,076
Effect of exchange rate changes on cash	(1,812)	(10,161)	670
Net increase in cash	(319,219)	271,358	81,749
Cash and restricted cash at beginning of the year	353,107	81,749
Cash and restricted cash at end of the year	$ 33,888	$ 353,107	$ 81,749

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)	Basis of Presentation

The consolidated and combined financial statements are presented in United States dollar (“US$”), rounded to the nearest thousand.

These consolidated and combined financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities, and reported expenses that may be necessary if the Group were unable to continue as a going concern.

(b)	Principles of Consolidation

The consolidated and combined financial statements presented herein include the financial statements of the Company, its subsidiaries, the VIE for which WFOE is the primary beneficiary, and the VIE’s subsidiaries. All intercompany transactions and balances have been eliminated.

(c)	Use of Estimates

(d)	Commitments and Contingencies

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed.

(e)

Cash

Cash consists of cash on hand and cash at bank. The Group does not have any cash equivalents as of December 31, 2023 and 2022.

Cash on hand and cash at bank deposited in financial institutions at various locations are as follows:


	As of December 31,
	2023	2022
	US$	US$
Cash balances include deposits in:
Financial institutions in the mainland of the PRC
− Denominated in Chinese Renminbi (“RMB”)	381,890	547,301
− Denominated in United States Dollars (“US$”)	7,232	165,068
− Denominated in Great Britain Pound (“GBP”)	127	2,984
− Denominated in Euro Dollar (“EUR”)	361	347
Total cash balances held at the PRC financial institutions	389,610	715,700
Financial institutions in United Kingdom (“UK”)
− Denominated in GBP	11,871	5,778
− Denominated in USD	794	—
− Denominated in EUR	4,969	—
− Denominated in RMB	161	—
Total cash balances held at UK financial institutions	17,795	5,778
Financial institutions in Netherlands
− Denominated in GBP	11	18
− Denominated in EUR	5,035	8,899
− Denominated in other currencies	58	—
Total cash balances held at Netherlands financial institutions	5,104	8,917
Financial institutions in Germany
− Denominated in EUR	2,149	5,347
Total cash balances held at German financial institutions	2,149	5,347
Total cash balances held at financial institutions in other jurisdictions	4,283	862
Total cash balances held at financial institutions	418,941	736,604
Cash on hand	—	1
Total cash balances	418,941	736,605

(f)	Restricted Cash

Cash that is restricted for withdrawal or use is reported separately on the face of the consolidated balance sheets. The Group’s restricted cash mainly represents deposits made to banks to secure bank acceptance notes, a letter of guarantee, and deposits made to landlords for certain long-term leases.

(g)	Derivative financial instruments

The Group selectively uses financial instruments to manage market risk associated with exposure to fluctuations in foreign currency rates with foreign exchange forwards, which are measured at fair value and recognized as either assets or liabilities on the consolidated balance sheets. The Group’s derivative instruments are not qualified for hedge accounting, thus changes in fair value are recognized in the consolidated and combined statements of comprehensive loss.

As of December 31, 2023 and 2022, the Group’s derivative instruments were US$67 and nil, respectively, included in “prepayments and other current assets – third parties, net”. The Group recorded the derivative instruments’ fair value gain of US$67, loss of US$2,653 and gain of US$2,229 in “Investment income (loss), net” in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively.

(h)	Short-term investments

The Group’s short-term investments represent investments in a convertible note and wealth management products.

The Group has elected the fair value option to account for an investment in a convertible note, including the component related to accrued interest. The Group believes the fair value option best reflects the economics of the underlying transaction. The Group recorded the fair value gain of nil, US$1,316 and nil in “Investment (loss) income, net” in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively. There was no balance outstanding as of December 31, 2023 and 2022.

The Group’s investments in wealth management products are redeemable at the option of the Group on any working day. The Group elects the fair value option at the date of initial recognition and carries these investments at fair value, since the Group believes the fair value option best reflects the economics of the underlying transactions. Changes in the fair value of these investments are reflected in the consolidated and combined statements of comprehensive loss as “Investment (loss) income, net”. The Group recorded the fair value gain of US$97, US$996 and nil in “Investment income (loss), net” in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively. There was no balance outstanding as of December 31, 2023 and 2022.

(i)	Investment securities

The Group invests in marketable equity securities, which are classified as investments with readily determinable fair values and reported at fair value in the consolidated balance sheets. The unrealized gains and losses on equity securities are reflected in the consolidated and combined statements of comprehensive loss as “Investment (loss) income, net”. As of December 31, 2023 and 2022, the Group’s equity securities were US$3,326 and US$8,411, respectively. The Group recorded the fair value loss of US$5,085, US$2,905 and nil in “Investment (loss) income, net” in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively.

(j)	Accounts Receivable and expected credit losses

Accounts receivable is recognized in the period when the Group has transferred products or provided services to its customers and when its right to consideration is unconditional. Amounts collected on accounts receivable are included in net cash provided by operating activities in the consolidated and combined statements of cash flows. The Company maintains a specific allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio. Accounts receivable balances are reviewed by management individually. Management considers various factors, including historical loss experience, current market conditions, the financial condition of its debtors, any receivables in dispute, the aging of receivables and current payment patterns of its debtors, in establishing the required allowance.

Accounts receivable which are deemed to be uncollectible are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Group does not have any off-balance sheet credit exposure related to its customers. There is a time lag between when the Group estimates a portion of or the entire account balances to be uncollectible and when a write off of the account balances is taken.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASC 326”), which amends previously issued guidance regarding the impairment of financial instruments by creating an impairment model that is based on expected losses rather than incurred losses. The new accounting standard does not apply to loans and receivables between entities under common control. The Group adopted the ASC 326 and several associated ASUs on January 1, 2023 using a modified retrospective approach with accumulative effect recorded as an increase of accumulated deficit in the amount of US$15.

The Group assessed that accounts receivable, other receivables, loan receivables, short-term and long-term deposits are within the scope of ASC 326. The Group has identified the relevant risk characteristics of its customers and suppliers, and the related accounts receivable, loan receivables, other current assets and other non-current assets which include size, type of the services or the products the Group provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Group considers the historical credit loss experience, current economic conditions, supportable forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses, etc. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Group’s receivables. Additionally, external data and macroeconomic factors are also considered. This is assessed at each quarter based on the Group’s specific facts and circumstances.

The Company considers historical credit loss rates for each category of deposits and other receivables and also considers forward looking macroeconomic data in making its loss accrual determinations.

(k)	Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is calculated on specific identification or the weighted average basis and includes all costs to acquire and other costs to bring the inventories to their present location and condition. The Group records inventory write-downs for excess or obsolete inventories based upon assumptions on current and future demand forecasts. If the inventory on hand is in excess of future demand forecast, the excess amounts are written off. The Group also reviews inventory to determine whether its carrying value exceeds the net amount realizable upon the ultimate sale of the inventory. This requires the determination of the estimated selling price of the vehicles less the estimated cost to convert inventory on hand into a finished product. Once inventory is written-down, a new, lower-cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

(l)	Equity investments

The Group applies the equity method to account for equity interests in investees over which the Group has significant influence but does not own a majority equity interest or otherwise control. Under the equity method, the Group initially records its investments at cost and the difference between the cost of the equity investee and the fair value of the underlying equity in the net assets of the equity investee is recognized as equity method goodwill, which is included in the equity method investment on the consolidated balance sheets. The Group subsequently adjusts the carrying amount of the investments to recognize our proportionate share of each equity investee’s net income or loss into earnings after the date of investment. An impairment loss on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary. There was no equity method goodwill recognized.

(m)	Property, equipment and software, net

Property, equipment and software are stated at cost less accumulated depreciation and impairment, if any.

Depreciation on property, equipment and software is calculated on the straight-line method over the estimated useful lives of the assets as follows:


Machinery and R&D equipment		3 – 10 years
Molds and tooling		5 – 10 years
Motor vehicles		2 – 5 years
Office and electronic equipment		3 – 5 years
Purchased software		3 – 10 years
Leasehold improvements		The shorter of estimated useful life of the assets and lease terms

Construction in progress represents property and equipment under construction. Construction in progress is transferred to property and equipment and depreciation commences when an asset is ready for its intended use.

When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and the proceeds received thereon. Ordinary maintenance and repairs are charged to expense as incurred.

(n)	Operating Leases

The Group determines if an arrangement is or contains a lease at its inception. All of the Group’s leases are operating leases.

The Group recognizes lease liabilities and right-of-use (“ROU”) assets at lease commencement date. Lease liabilities are measured at the present value of unpaid lease payments at the lease commencement date and are subsequently measured at amortized cost using the effective-interest method. Since the Group’s leases do not provide an implicit rate, the Group uses its own incremental borrowing rate in determining the present value of unpaid lease payments. The incremental borrowing rate was determined based on the rate of interest that the Group would have to borrow an amount equal to the lease payments on a collateralized basis over a similar term. The incremental borrowing rate is primarily influenced by the risk-free interest rate of China and the US, the Company’s credit rating and lease term, and is updated for measurement of new lease liabilities.

ROU assets are initially measured at cost, which consist of (i) initial measurement of the lease liability; (ii) lease payments made to the lessor at or before the commencement date less any lease incentives received; and (iii) initial direct costs incurred by the Group. Variable lease payments are excluded from the measurement of ROU assets and lease liabilities and are recognized in the period in which the obligation for those payments is incurred. For operating leases, the Group recognizes a single lease cost on a straight-line basis over the remaining lease term.

The Group has elected not to recognize ROU assets and lease liabilities for short-term leases (i.e. leases that, at the commencement date, have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise). As a practical expedient, the Group has elected that for all leases, where it is the lessee, not to separate non-lease components from lease components and instead to account for all lease and non-lease components associated with each lease as a single lease component.

If a lease is modified and that modification is not accounted for as a separate contract, the classification of the lease is reassessed as of the effective date of the modification based on its modified terms and conditions and the facts and circumstances as of that date.

(o)	Intangible Assets

Intangible assets with indefinite useful lives represent acquired license plates and trademark licenses since the Group has the right and the intention to continue to use the license plates and trademark licenses for as long as the Group conducts the business in relation to lifestyle vehicles (excluding sports car). The Group evaluates indefinite-lived intangible assets each reporting period to determine whether events and circumstances continue to support indefinite useful lives. The value of indefinite-lived intangible assets is not amortized but tested for impairment annually or whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable.

(p)	Land use rights

Land use rights in Chinese mainland represents an exclusive right to occupy, use and develop a piece of land during the contractual term of the land use right. The cost of a land use right is usually paid in one lump sum at the date the right is granted. The prepayment usually covers the entire period of the land use rights. Land use rights are recorded in operating lease right-of-use assets with lease term of 40 years to 50 years.

(q)	Impairment of Long-lived Assets and intangible assets with indefinite lives

Long-lived assets, including property, equipment and software and ROU assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying value of an asset or asset group may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets or asset group by comparing the carrying value of the assets or asset group to an estimate of future undiscounted cash flows expected to be generated from the use of the assets or asset group and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets or asset group, the Group recognizes an impairment loss based on the excess of the carrying value of the assets or asset group over the fair value of the assets or asset group. No such impairment losses were recorded for the years ended December 31, 2023, 2022 and 2021.

Intangible assets with indefinite lives are tested for impairment at least annually and more frequently if events or changes in circumstances indicate that it is more likely than not that the assets are impaired. The Group first performs a qualitative assessment to assess all relevant events and circumstances that could affect the significant inputs used to determine the fair value of the indefinite-lived intangible asset. If after performing the qualitative assessment, the Group determines that it is more likely than not that the indefinite-lived intangible asset is impaired, the Group calculates the fair value of the intangible asset and performs a quantitative impairment test by comparing the fair value of the asset with its carrying amount. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, the Group recognizes an impairment loss in an amount equal to that excess. The Group did not record any impairment charges for the years ended December 31, 2023, 2022 and 2021.

(r)	Value Added Taxes

Entities that are VAT general taxpayers are permitted to offset qualified input VAT paid to suppliers against their output VAT upon receipt of appropriate supplier VAT invoices on an entity by entity basis. When the output VAT exceeds the input VAT, the difference is remitted to tax authorities, usually on a monthly basis; whereas when the input VAT exceeds the output VAT, the difference is treated as VAT recoverable which can be carried forward indefinitely to offset future net VAT payables or be refunded upon application. VAT related to purchases and sales which have not been settled at the balance sheet date is disclosed separately as an asset and liability, respectively, in the consolidated balance sheets.

(s)Warranties

The Group provides standard warranties on BEV lifestyle models based on the contracts with its customers at the time of sale of BEV lifestyle models. The Group accrues a warranty reserve for the new BEV lifestyle models sold by the Group, which included the Group’s best estimate of the future costs to be incurred in order to repair or replace items under warranties and recalls when identified. These estimates are made primarily based on the estimates of the nature, frequency and costs of future claims. These estimates are inherently uncertain given the Group’s relatively short history of sales, and changes to the historical or projected warranty experience may cause material changes to the warranty reserve in the future. The portion of the warranty reserve expected to be incurred within the next 12 months is included within the accrued expenses and other current liabilities while the remaining balance is included within other non-current liabilities in the consolidated balance sheets. Warranty cost is recorded as a component of cost of revenues in the consolidated and combined statements of comprehensive loss. The Group reevaluates the adequacy of the warranty accrual on a regular basis.

The Group recognizes the benefit from a recovery of the costs associated with the warranty when specifics of the recovery have been agreed with the Group’s suppliers and the amount of the recovery is virtually certain.

The Group does not consider standard warranty as being a separate performance obligation as it is intended to provide assurance-type warranty to customers that ensures that products will function as intended and is not viewed as a distinct obligation. Accordingly, standard warranty is accounted for in accordance with ASC 460, Guarantees. The Group also provides lifetime warranty subject to certain conditions through a vehicle sales contract. The lifetime warranty is an incremental service offered to customers and is considered a separate performance obligation distinct from other promises and should be accounted for in accordance with ASC 606.

The following table shows the movement of warranty reserve:


		Year Ended
		December 31, 2023
Warranty at beginning of the year		—
Additions		8,492
Utilization		(1,499)
Foreign currency translation adjustment		29
Accrued warranty at end of the year		7,022
Including: Current portion of warranty		483
Non-current portion of warranty		6,539

For the years ended December 31, 2022 and 2021, nil warranty provision was recognized.

(t)	Fair Value Measurements

Fair value represents the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.

Accounting guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Accounting guidance establishes a three-level fair value hierarchy and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs are:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs which are supported by little or no market activity.

Accounting guidance also describes three main approaches to measuring the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

(u)	Revenue recognition

Revenue is recognized when or as the control of the goods or services is transferred to customers. Control of the goods and services may be transferred over time or at a point in time. Control of the goods and services is transferred over time if the Group’s performance:

●

provides all of the benefits received and consumed simultaneously by the customer;

●

creates and enhances an asset that the customer controls as the Group performs; or

●

does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.

If control of the goods and services transfers over time, revenue is recognized over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation. Otherwise, revenue is recognized at a point in time when the customer obtains control of the goods and services.

Contracts with customers may include multiple performance obligations. For such arrangements, the Group allocates overall contract price to each distinct performance obligation based on its relative standalone selling price. The Group generally determines standalone selling prices for each individual distinct performance obligation identified based on the observable prices charged to customers. If the standalone selling price is not directly observable, it is estimated using expected cost plus a margin, depending on the availability of observable information, the data utilized, and considering the Group’s pricing policies and practices in making pricing decisions. Assumptions and estimations have been made in estimating the relative selling price of each distinct performance obligation, and changes in judgements on these assumptions and estimates may affect revenue recognition.

When either party to a contract has performed, the Group presents the contract on the consolidated balance sheets as a contract asset, a receivable or a contract liability.

A contract asset is recorded when the Group transfers a good or service to the customer before being unconditionally entitled to the consideration under the payment terms set out in the contract. A receivable is recorded when the Group has an unconditional right to consideration. A right to consideration is unconditional if only the passage of time is required before payment of that consideration is due.

If a customer pays consideration or the Group has a right to an amount of consideration that is unconditional, before the Group transfers a good or service to the customer, the Group presents a contract liability when the payment is received or receivable. A contract liability is the Group’s obligation to transfer goods or services to a customer for which the Group has received consideration (or an amount of consideration is due) from the customer.

The Group generates revenue from sales of vehicles and any bundled products and services to end-users and distributors. The Group also generates revenue from provision of automotive design and development services to various automobile manufacturers. Further details of the Group’s revenue recognition policies are as follows:

Sales transactions with end-users

Sales of BEV lifestyle models

The Group started to deliver BEV lifestyle models to customers in March 2023. In certain countries, the Group sells BEV lifestyle models together with a number of bundled products and services. In those cases, the contracts with the customers include multiple distinct goods and services which are accounted for as separate performance obligations, including household charging pile or charging card with a specified spending amount (at the option of the customers), premium version of intelligent driving system and its subsequent upgrades, unlimited free battery charging in specified super charging stations operated by the Group for a specified period, lifetime warranty, maintenance services for a specified period and lifetime vehicle internet connection services.

Transaction price is allocated to each performance obligation based on the relative standalone selling price and the allocated price is recognized as revenue as follows:

Revenue from Eletre is recognized at a point in time when the control of Eletre is transferred to the customer, which is the point in time when the customer takes possession of and accepts the vehicle.

ii.

Revenue from the installed premium intelligent driving system is recognized when the functionality is activated, and the portion related to upgrades is recognized ratably over the estimated period of vehicle usage by the customer.

iii.

Revenue from household charging pile is recognized at a point in time when the charging pile is installed at customer’s designated location.

iv.

Revenue from charging cards is recognized when the customer uses the card to redeem for charging services.

Revenue from free battery charging service is recognized ratably over the specified service period of vehicle usage by the customer.

vi.

Revenue from lifetime warranty is recognized ratably over the estimated extended warranty period with reference to the standard warranty offered by the Group in other vehicles sales.

vii.

Revenue from maintenance services is recognized over the service period based on the number of maintenance services delivered to date relative to the estimated remaining number of maintenance services to be delivered.

viii.

Revenue from vehicle internet connection services is recognized ratably over the estimated useful life of the vehicle as this service is transferrable from the customer to another car user if the customer resells the vehicle.

Initial refundable deposits received from customers for intention orders prior to vehicle purchase agreements are signed are recognized as refundable deposits from customers (accrued expenses and other current liabilities). When vehicle purchase agreements are signed, these initial deposits are reclassified to contract liabilities. Any other non-refundable payments received prior to the transfer of goods or services are also recognized as contract liabilities.

Sales of sports cars

The Group generates revenue from the distribution of Lotus-brand sports cars developed and produced by LCL. Revenue from sports cars sales is recognized at a point in time, when the control of the sports cars is transferred to the customer, which is the point in time when the customer takes possession of and accepts the sports cars.

Practical expedients and exemptions

The Group follows the guidance on immaterial promises when identifying performance obligations in the vehicle sales and concludes that free pick-up and delivery service for maintenance, door-to-door troubleshooting and lifetime roadside assistance are immaterial and therefore the Group does not assess whether these promised services are performance obligations. When reaching this conclusion, the Group considered that these promises are value-added services to enhance customer experience rather than critical items for vehicle driving and forecasted that usage of these services will be very limited. The Group also performs an estimation on the standalone fair value of each promise applying a cost plus margin approach and concludes that the standalone fair value of foresaid services are insignificant individually and in aggregate, representing less than 1% of vehicle gross selling price and aggregate fair value of each individual promise.

Sales transactions with distributors and business customers

Apart from selling vehicles to end-users, the Group also sells vehicles to distributors and business customers and parts to distributors. In the sales transactions with distributors and business customers, the Group’s only promise is to deliver the vehicles or parts to the distributors and business customers. Revenue from sales to distributors and business customers is recognized at a point in time, when the control of the vehicles or parts is transferred to the distributors and business customers, which is the point in time when the distributors and business customers take possession of and accept the vehicles or parts.

BEV lifestyle models standard warranty is provided by the Group and sports cars standard warranty is provided by LCL. The estimated costs for the standard warranty provided by the Group are recorded as a liability when the Group transfers the control of vehicle or parts to an end user or business customer.

Provision of automotive design and development services

The Group generates revenue by provision of automotive design and development services. As the customer simultaneously receives and consumes the benefits provided by the Group’s performance as the Group performs, revenue is recognized over time, using the output or input method.

Costs incurred to fulfill such service contracts which are not in the scope of other guidance are recognized as contract cost assets when those costs:

●

relate directly to the service contracts that the Group can specifically identify;

●

are expected to be recovered; and

●

generate or enhance resources of the Group that will be used in satisfying performance obligations in the future.

(v)	Cost of sales

Sales of goods

Cost of sales of goods primarily consists of purchase costs of vehicles, charging piles, parts and accessories, depreciation of molds tooling equipment, warehousing transportation costs and customs duties. Cost of vehicle sales also includes reserves for estimated warranty expenses and charges to write-down the carrying value of the inventory when it exceeds its estimated net realizable value.

Services

Cost of services generally includes cost of direct parts, materials, and costs associated with providing extended warranty service and after-sales services, depreciation of associated assets used for providing services, labor costs, rental expenses, consumed materials and depreciation of associated assets used for providing the automotive design and development services.

(w)	Research and development

All costs associated with research and development (“R&D”) are expensed as incurred. R&D expenses consist primarily of salaries, bonuses and benefits for those employees engaged in research, design and development activities, license fees, outsourced development expenses, materials, rental expenses, depreciation of equipment and software of R&D activities and other expenses.

(x)	Selling and Marketing Expenses

Selling and marketing expenses mainly consist of advertising costs and market promotion expenses, payroll and related expenses for personnel engaged in selling and marketing activities and rental and depreciation expenses relating to facilities and equipment used by those employees. The Group expenses all advertising expenditures as incurred and classifies these costs as selling and marketing expenses. For the years ended December 31, 2023, 2022 and 2021, advertising expenditures totaled US$150,920, US$90,431 and US$21,207, respectively.

(y)	General and Administrative Expenses

General and administrative expenses mainly consist of payroll and related costs for employees involved in general corporate functions, expenses associated with the use of facilities and equipment by these employees, depreciation and amortization expenses, primarily consisting of depreciation and amortization of leasehold improvements, IT equipment and software, professional service fees and other general corporate expenses.

(z)	Government Grants

Government grants are recognized when there is reasonable assurance that the Group will comply with the conditions attached to it and the grants will be received.

Government grants that are received in advance relating to the compensation of R&D costs incurred are initially recognized in deferred income in the consolidated balance sheets and subsequently amortized and recognized as government grants in the consolidated and combined statements of comprehensive loss over the period necessary to match them with the R&D costs that they are intended to compensate.

Government grants that are received in advance relating to the acquisition of an asset are initially recognized in deferred income in the consolidated balance sheets and subsequently amortized and recognized as government grants in the consolidated and combined statements of comprehensive loss as the assets are depreciated.

Government grant for the purpose of giving immediate financial support to the Group with no future related costs is recognized as government grants in the Group’s consolidated and combined statements of comprehensive loss when the grant becomes receivable.

The Group received government grants of US$4,077, US$870 and US$233 with no future related costs required during the years ended December 31, 2023,2022 and 2021, which were directly recognized as government grants in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively.

(aa)	Employee Benefits

The Group compensates its employees through short-term employee benefits and defined contribution plans. Short-term employee benefits consist of salaries, social benefit costs, paid annual leave, and bonuses that are expected to be settled within twelve months of the reporting period in which services are rendered. Short-term employee benefits are recognized at the undiscounted amounts expected to be paid when the liabilities are settled and presented within accrued expenses and other current liabilities in the consolidated balance sheets.

For defined contribution plans, premiums are paid monthly to a separate legal entity or the local labor bureau that manages pension plans on behalf of various employers. The Group has no further commitments beyond its monthly contribution. Contributions payable are recognized in the reporting period in which services are rendered and presented within accrued expenses and other current liabilities in the consolidated balance sheets. Contribution rates are unique to each employee in Netherlands, while the contribution rates are standard in UK, Germany and Chinese mainland.

Employee social benefits included as expenses in the accompanying consolidated and combined statements of comprehensive loss amounted to US$46,969, US$36,534 and US$15,324 for the years ended December 31, 2023, 2022 and 2021, respectively.

(bb)	Share-based compensation

Share-based awards granted to the employees and non-employee service providers in the form of share options are subject to service and performance conditions. They are measured at the grant date fair value of the awards, and are recognized as compensation expense using the graded attribution over the requisite service period, if and when the Group considers that it is probable that the performance condition will be achieved. The fair value of the share awards is estimated using the binomial option pricing model and is affected by the price of the ordinary shares as well as the assumptions regarding a number of complex and subjective variables, including risk-free interest rate, exercise multiple and expected dividend yield. The fair value of these awards was determined by management with the assistance from a valuation report prepared by an independent valuation firm using management’s estimates and assumptions. The Group elects to recognize the effect of forfeitures in compensation costs when they occur. To the extent the required vesting conditions are not met resulting in the forfeiture of the share-based awards, previously recognized compensation expense relating to those awards is reversed.

(cc)	Income Taxes

(dd)	Foreign Currency

The Company’s reporting currency is US$. The functional currency of the Company and its subsidiaries in Hong Kong is US$. The functional currency of the Company’s subsidiaries in Chinese mainland is RMB. The functional currency of the entities incorporated in UK is GBP. The functional currency of the entities incorporated in Netherlands and Germany is Euro. The Group’s entities incorporated in other jurisdictions generally use their respective local currencies as their functional currencies.

Transactions denominated in currencies other than the functional currency are re-measured into the functional currency at the exchange rates prevailing at the dates of the transactions. Monetary assets and liabilities denominated in a foreign currency are remeasured into the functional currency using the applicable exchange rate at the balance sheet dates. The resulted exchange differences are recorded as foreign currency exchange gains (losses), net in the consolidated and combined statements of comprehensive loss.

The Group entities with functional currencies other than the US$ are translated from the functional currency into US$. Assets and liabilities are translated into US$ using the applicable exchange rates at the balance sheet dates. Equity accounts other than deficit generated in the current period are translated into US$ using the appropriate historical rates. Revenues, expenses, gains and losses are translated into US$ using the average exchange rates for the relevant periods. The resulted foreign currency translation adjustments are recorded as a component of other comprehensive loss in the consolidated and combined statements of comprehensive loss, and the accumulated foreign currency translation adjustments are recorded as a component of accumulated other comprehensive loss in the consolidated and combined statements of changes in shareholders’ equity (deficit).

(ee)	Concentration and Risk

Concentration of customers and suppliers

The Group’s accounts receivables – related parties are mainly due from Zhejiang Geely Holding Group (“Geely Holding”) and its subsidiaries (collectively as “Geely Group”), representing 97.57% and 96.24% of the Group’s accounts receivable — related parties as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023, 2022 and 2021, Geely Group contributed US$11,031, US$8,036 and US$3,280 of the Group’s total revenues, respectively.

No third-party customer contributed more than 10.0% of the Group’s total revenues for years ended December 31, 2023, 2022 and 2021.

Accounts receivable balances with greater than 10.0% the Group’s accounts receivable balances as of December 31, 2023 and 2022 were as follows.


	As of December 31,
	2023		2022

	proportion of total accounts
	receivable balance
Geely Group	22.09	%	95.00	%

Suppliers contributed more than 10.0% of total purchases for the years ended December 31, 2023 2022 and 2021 are as below.


	Year Ended December 31,
	2023		2022		2021

	proportion of total costs and expenses
Geely Group	74.95	%	39.28	%	74.96	%

Payable balances with greater than 10.0% of the Group’s amounts due to suppliers as of December 31, 2023 and December 31, 2022 were as follows:


	As of December 31,
	2023		2022

	proportion of total payables balance
Geely Group	65.96	%	38.29	%

Concentration of credit risk

Financial instruments that potentially expose the Group to concentrations of credit risk consist principally of cash, restricted cash, investment securities, accounts receivable, and loan receivables and other receivables included in prepayments and other current assets.

Substantial all of the Group’s cash at bank is held by third-party financial institutions located in Chinese mainland. The bank deposits with financial institutions in Chinese mainland are insured by the government authority for up to RMB500. The Group has not experienced any losses in uninsured bank deposits and does not believe that it is exposed to any significant risks on cash held in bank accounts. To limit exposure to credit risk, the Company primarily places bank deposits with large financial institutions in Chinese mainland with acceptable credit rating.

Accounts receivables are primarily derived from revenue earned from sales of sports cars and BEV lifestyle models, and automotive design and development services. Accounts receivable, loan receivables and other receivables included in prepayments and other current assets are unsecured. The risk is mitigated by credit evaluations performed on them.

(ff)	Loss per Share

(gg)	Segment Reporting

The Group’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Group. For the purpose of internal reporting and management’s operation review, the Company’s chief executive officer and management personnel do not segregate the Group’s business by product or service. Management has determined that the Group has one operating segment.

As of December 31, 2023 and 2022, the long-lived assets amounted to US$46,827 and US$4,180 were located in UK, US$54,470 and US$26,544 were located in European Union countries, respectively, and the remaining long-lived assets were primarily in the PRC.

(hh)	Statutory Reserves

In accordance with the PRC Company Laws, the Group’s subsidiaries and consolidated VIEs in Chinese mainland must make appropriations from their after-tax profits as determined under the generally accepted accounting principles in the PRC (“PRC GAAP”) to non-distributable reserve funds including statutory surplus fund and discretionary surplus fund. The appropriation to the statutory surplus fund must be 10% of the after-tax profits as determined under PRC GAAP. Appropriation is not required if the statutory surplus fund has reached 50% of the registered capital of the companies in Chinese mainland. Appropriation to the discretionary surplus fund is made at the discretion of the companies in Chinese mainland.

The statutory surplus fund and discretionary surplus fund are restricted for use. They may only be applied to offset losses or increase the registered capital of the respective companies. These reserves are not allowed to be transferred to the Company by way of cash dividends, loans or advances, nor can they be distributed except for liquidation.

No appropriation to the reserve fund was made by the Company’s subsidiaries and consolidated VIEs in Chinese mainland, as these companies did not earn any after-tax profits or had accumulated losses as determined under PRC GAAP for the years ended December 31, 2023 and 2022.

The Group’s ability to pay dividends may depend on the Group receiving distributions of funds from its subsidiaries. Relevant statutory laws and regulations permit payments of dividends by the Group’s subsidiaries only out of its retained earnings. Relevant statutory laws and regulations restrict the subsidiaries from transferring a portion of their net assets, equivalent to the balance of their statutory reserves and their paid in capital to the Company in the form of loans, advances or cash dividends. The balances of restricted net assets were US$160,651 and US$85,164 as of December 31, 2023 and 2022, respectively.

(ii)	Recent Accounting Pronouncements

REVENUES (Tables)

12 Months Ended

Dec. 31, 2023

REVENUES

Schedule of disaggregation of revenue


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Service line
Sales of goods – third parties
– BEV lifestyle models	464,172	—	—
– Sports cars	183,160	828	369
– Others	9,394	335	—
	656,726	1,163	369
Sales of goods – related parties
– BEV lifestyle models	1,093	—	—
– Sports cars	951	—	—
– Others	1,388	23	—
	3,432	23	—
Subtotal	660,158	1,186	369
Services
– related parties	12,573	8,344	3,280
– third parties	6,277	27	38
Subtotal	18,850	8,371	3,318
Total revenues	679,008	9,557	3,687


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Chinese mainland	419,448	8,816	3,109
UK	83,827	437	439
Japan	26,390	—	—
Australia	20,335	—	—
Belgium	20,701	—	—
France	16,341	—	—
Italy	14,650	—	—
Germany	15,904	—	—
Netherlands	13,729	—	—
Others	47,683	304	139
Revenues	679,008	9,557	3,687

Schedule of contract liabilities


	As of December 31,
	2023	2022
	US$	US$
Current liabilities
– Contract liabilities – third parties	44,184	7,843
– Contract liabilities – related parties*	1	8
Non-current liabilities
– Contract liabilities – third parties	6,245	—
Contract liabilities, current and non-current	50,430	7,851

*	This item is included in accrued expenses and other current liabilities — related parties in the consolidated balance sheets as of December 31, 2023 and 2022.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2023

Reconciliation of ordinary shares reflected on the balance sheet


	Series Pre-A		Series A
	Preferred Shares		Preferred Shares		Total
	Shares	US$	Shares	US$	Shares	US$
Balance as of January 1, 2021 and 2022	—	—	—	—	—	—
Issuance of preferred shares	35,552,179	153,126	27,343,520	190,723	62,895,699	343,849
Re-designation of ordinary shares into preferred shares	5,332,827	23,650	—	—	5,332,827	23,650
Accretion of redeemable convertible preferred shares	—	508	—	402	—	910
Balance as of December 31, 2022	40,885,006	177,284	27,343,520	191,125	68,228,526	368,409
Accretion of redeemable convertible preferred shares	—	7,225	—	7,896	—	15,121
Balance as of December 31, 2023	40,885,006	184,509	27,343,520	199,021	68,228,526	383,530

Reconciliation of basic and diluted income (loss) per ordinary share


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Numerator:
Net loss attributable to ordinary shareholders	(742,001)	(723,921)	(110,531)
Accretion of redeemable convertible preferred shares	(15,121)	(910)	—
Numerator for basic and diluted net loss per ordinary share calculation	(757,122)	(724,831)	(110,531)
Denominator:
Weighted average number of ordinary shares, basic and diluted⁽¹⁾	474,621,603	475,805,054	334,127,181
Denominator for basic and diluted net loss per ordinary share calculation⁽¹⁾	474,621,603	475,805,054	334,127,181
Net loss per ordinary share attributable to ordinary shareholders
– Basic and diluted⁽¹⁾	(1.60)	(1.52)	(0.33)

(1)	Shares outstanding for all periods reflect the adjustment for Recapitalization.

CIK 0001841024 L Catterton Asia Acquisition Corp

Reconciliation of ordinary shares reflected on the balance sheet


Class A ordinary shares subject to possible redemption, as of December 31, 2021	$	286,531,700
Plus:
Remeasurement of carrying value to redemption value		4,132,759
Class A ordinary shares subject to possible redemption, as of December 31, 2022	$	290,664,459
Less:
Redemptions		(70,200,754)
Plus:
Remeasurement of carrying value to redemption value		14,270,741
Class A ordinary shares subject to possible redemption, as of December 31, 2023	$	234,734,446

Reconciliation of basic and diluted income (loss) per ordinary share


	Year Ended		Year Ended
	December 31,		December 31,
	2023		2022
Class A Common Stock
Net income allocable to Class A common stock	$	192,915	$	8,671,767
Basic and diluted weighted average shares outstanding		23,063,000		28,650,874
Basic and diluted net income per share	$	0.01	$	0.30
Class B Common Stock
Net income allocable to Class B common stock	$	59,914	$	2,167,941
Weighted average shares outstanding, basic and diluted		7,162,718		7,162,718
Basic and diluted net income per common share	$	0.01	$	0.30

RECURRING FAIR VALUE MEASUREMENTS - Level 3 Fair Value Measurements Inputs (Details) - CIK 0001841024 L Catterton Asia Acquisition Corp	24 Months Ended
	Dec. 31, 2023 USD ($) Y	Dec. 31, 2022 Y
RECURRING FAIR VALUE MEASUREMENTS
Transfer of liabilities between Level 1 to Level 2	$ 0
Transfer of liabilities between Level 2 to Level 1	0
Transfer of liabilities into Level 3	0
Transfer of liabilities out of Level 3	$ 0
Risk-free interest rate
RECURRING FAIR VALUE MEASUREMENTS
Derivative liability measurement input	3.77	3.91
Dividend rate
RECURRING FAIR VALUE MEASUREMENTS
Derivative liability measurement input	0.0	0.0
Expected term (years)
RECURRING FAIR VALUE MEASUREMENTS
Derivative liability measurement input \| Y	5.21	5.21
Expected volatility
RECURRING FAIR VALUE MEASUREMENTS
Derivative liability measurement input	2.3	3.6
Share price - asset price
RECURRING FAIR VALUE MEASUREMENTS
Derivative liability measurement input	10.78	10.10
Exercise price
RECURRING FAIR VALUE MEASUREMENTS
Derivative liability measurement input	11.50	11.50

SHAREHOLDERS' DEFICIT

12 Months Ended

Dec. 31, 2023

CIK 0001841024 L Catterton Asia Acquisition Corp

SHAREHOLDERS' DEFICIT

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue 2,000,000 preference shares and provide that preference shares may be issued from time to time in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. At December 31, 2023 and 2022, there were no preference shares issued or outstanding.

Class A Ordinary shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. At December 31, 2023 and 2022, there were no shares issued and outstanding, excluding 21,783,622 and 28,650,874 shares subject to possible redemption, respectively.

Class B Ordinary shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders are entitled to one vote for each Class B ordinary share. At December 31, 2023 and 2022, there were 7,162,718 Class B ordinary shares issued and outstanding.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law. Prior to the initial Business Combination, only holders of the Founder Shares will have the right to vote on the election of directors. Holders of the Public Shares will not be entitled to vote on the appointment of directors during such time. Unless specified in the Company’s amended and restated memorandum and articles of association, or as required by applicable provisions of the Companies Law or applicable stock exchange rules, the affirmative vote of a majority of the Company’s ordinary shares that are voted is required to approve any such matter voted on by its shareholders.

The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of the initial Business Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis,20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of the IPO, plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial Business Combination and any Private Placement Warrants issued to the Company’s Sponsor, its affiliates or any member of the Company’s management team upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Warrants — The Public Warrants will become exercisable at $11.50 per share on the later of twelve months from the closing of the IPO and 30 days after the completion of the initial Business Combination. Only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and it will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of the initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement; provided that, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its commercially reasonably efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value and (B) 0.361. The “fair market value” as used in this paragraph shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

●

in whole and not in part;

●

at a price of $0.01 per warrant;

●

upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

●

if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period ending three trading days before the Company send the notice of redemption to the warrant holders.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00

●

in whole and not in part;

●

at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares, based on the redemption date and the “fair market value” of the Company’s Class A ordinary shares;

●

if, and only if, the closing price of the Company’s Class A ordinary shares equals or exceeds $10.00 per public share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

●

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to its Sponsors, or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

RELATED PARTY TRANSACTIONS - Significant related party balances (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
RELATED PARTY TRANSACTIONS
Contract liabilities - related parties	$ 1	$ 8
Shortterm borrowings - third parties	226,772	28,748
Investment securities - related parties	3,326
Related party
RELATED PARTY TRANSACTIONS
Accounts Receivable	22,430	8,545
Contract liabilities - related parties	1	8
Prepayments and other current assets	28,744	8,732
Other non-current assets	2,706
Accounts payable	340,419	5,770
Accrued expenses and other current liabilities	289,845	183,216
Other non-current liabilities	1,634	1,584
Operating lease liabilities-related parties, current	840	13
Operating lease liabilities, non-current	12,064	170
Investment securities - related parties	$ 3,326	$ 8,411

Document and Entity Information	12 Months Ended
Document and Entity Information	Dec. 31, 2023
Document and Entity Information
Document Type	F-1
Entity Registrant Name	Lotus Technology Inc.
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001962746
Amendment Flag	false

COMMITMENTS AND CONTINGENCIES - Capital commitment (Details) $ in Thousands	Dec. 31, 2023 USD ($)
COMMITMENTS AND CONTINGENCIES.
Less than one year	$ 59,304
More than one year	264
Total	$ 59,568

DESCRIPTION OF BUSINESS AND ORGANIZATION - VIE narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
VIEs
Exchangeable notes	$ 75,678	$ 71,792
Convertible notes	$ 81,635	76,770
WFOE
VIEs
Percentage of service fee	100.00%
Exchangeable notes	$ 76,770
VIEs
VIEs
Additional paid-in capital of VIE's to settle obligations of VIE's	$ 155	71,792
Exchangeable notes		71,792
Convertible notes		76,770
VIEs \| Financial guarantee by WFOE
VIEs
Exchangeable notes		71,792
Convertible notes		$ 76,770

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

REVENUES - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
REVENUES - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Revenues
Contract liabilities	$ 50,430	$ 7,851
Contract liabilities, revenue recognized	5,438
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenues
Transaction price of remaining performance obligation	$ 333,985
Recognized revenue	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenues
Transaction price of remaining performance obligation	$ 12,067
Minimum \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenues
Recognized revenue	1 year
Maximum \| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenues
Recognized revenue	10 years

PUT OPTION LIABILITIES

12 Months Ended

Dec. 31, 2023

PUT OPTION LIABILITIES

PUT OPTION LIABILITIES

12.PUT OPTION LIABILITIES


		US$
Balance as of December 31, 2022		—
Issuance of put options		9,376
Change in fair values		2,508
Balance as of December 31, 2023		11,884

On January 31, 2023, the Company issued put options to each of Geely International (Hong Kong) Limited (“Geely HK”) and Etika at nil consideration. Pursuant to the put option agreements, each of Geely HK and Etika will have an option to require the Company to purchase the equity interests held by Geely HK and Etika in Lotus Advance Technologies Sdn Bhd, the immediate parent of LGIL, during the period from April 1, 2025 to June 30, 2025, at a pre-agreed price, i.e. 1.15 multiplied by the revenue of LGIL for the year ending December 31, 2024 plus the cash and cash equivalents of LGIL as of December 31, 2024, and minus the outstanding amount of indebtedness of LGIL as of December 31, 2024 (the “exercise price”), if the total number of vehicles sold by LGIL in 2024 exceeds 5,000 (the “exercise condition”). Geely HK and Etika are entitled to exercise the put option on an individual standalone basis. If Geely HK or Etika exercises the put option, Geely HK or Etika shall put all its equity interests in Lotus Advance Technologies Sdn Bhd to the Company. The exercise price will be settled with the Company’s newly issued ordinary shares. The number of ordinary shares of the Company to be issued to each of Geely HK and Etika shall be equal to the quotient of (a) the exercise price, divided by (b) the per share listing price, i.e. US$10 per share, of ordinary shares of the Company.

The put options are determined to be freestanding financial instruments that are accounted for as liabilities in the scope of ASC Topic 480, Distinguishing Liabilities from Equity, because the put options embody a conditional obligation that the Company may settle by issuing a variable number of its equity shares and the monetary value of the obligation is based on variation in LGIL’s financial performance other than fair value of the Company’s equity shares. The Company initially measured the put option liabilities at fair value and subsequently remeasured to fair value each period with changes recognized in profit or loss.

At initial recognition, the Company recognized the issuance of put options at its fair value of US$9,376 as dividends to the shareholders with a corresponding decrease in additional paid-in capital. The increase in fair value of the put option liabilities in the amount of US$2,508, nil and nil for the years ended December 31, 2023, 2022 and 2021 was recognized in the consolidated and combined statements of comprehensive loss, respectively.

The fair value of the put option liabilities as of December 31, 2023 is estimated using the scenario-weighted average method with binominal model, with the following assumptions:


	As of December 31, 2023
Risk‑free interest rate	4.87	%
Expected volatility	26.33	%
Expected dividend yield	0.00	%
Remaining term	1.5	years
Probability of exercise condition	50.00	%
Fair value of underlying ordinary share of LGIL	US$0.81

LEASES (Tables)

12 Months Ended

Dec. 31, 2023

LEASES

Schedule of components of lease cost


	Year ended December 31,
	2023	2022	2021
	US$	US$	US$
Operating lease cost	27,815	21,701	6,389
Short-term lease cost	4,288	2,595	847
Variable lease cost	141	49	231
Total	32,244	24,345	7,467

Schedule of supplemental cash flow information related to leases


	Year Ended December 31,
	2023	2022	2021
	US$	US$	US$
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows from operating leases*	34,752	16,085	56,024
Right-of-use assets obtained in exchange for lease obligations
Operating leases	42,707	76,584	56,610

Schedule of supplemental balance sheet information related to leases


	As of December 31,
	2023	2022
	US$	US$
Operating Leases
Operating lease right-of-use assets*	173,103	158,724
Total operating lease assets	173,103	158,724
Operating lease liabilities, current
− Operating lease liabilities-third parties	16,760	15,815
− Operating lease liabilities-related parties**	840	13
Operating lease liabilities, non-current
− Operating lease liabilities-third parties	91,929	98,963
− Operating lease liabilities-related parties	12,064	170
Total operating lease liabilities	121,593	114,961

*	Operating lease right-of-use assets included land use rights with carrying amount of US$52,811 and US$43,974, of which, US$32,653 and nil were pledged as security for the exchangeable notes as mentioned in note 14 as of December 31, 2023 and 2022, respectively.

**	This item is included in accrued expenses and other current liabilities – related parties in the consolidated balance sheets as of December 31, 2023 and 2022, respectively.

Schedule of weighted average remaining lease term and weighted average discount rate for operating leases


	Year ended December 31,
	2023		2022		2021
Weighted-average remaining lease term
Operating leases	8.01 years		8.37 years		7.36 years
Weighted-average discount rate
Operating leases	6.60	%	6.99	%	5.74	%

Schedule of operating lease liabilities of maturities


		As of
		December 31,
		2023
		US$
2024		23,902
2025		20,884
2026		19,482
2027		17,137
2028		16,001
Thereafter		55,092
Total undiscounted lease payments		152,498
Less: imputed interest		(30,905)
Total lease liabilities		121,593

OTHER NON-CURRENT LIABILITIES - THIRD PARTIES

12 Months Ended

Dec. 31, 2023

OTHER NON-CURRENT LIABILITIES -THIRD PARTIES

OTHER NON-CURRENT LIABILITIES -THIRD PARTIES

19.OTHER NON-CURRENT LIABILITIES – THIRD PARTIES

Other non-current liabilities – third parties consisted of the following:


	As of December 31,
	2023	2022
	US$	US$
Deposits from third parties	19,210	15,824
Conditional and refundable government grants ⁽ⁱ⁾	77,654	—
Warranty provision	6,539	—
Total	103,403	15,824

(i)

FAIR VALUE MEASUREMENT - Schedule of major financial instruments measured at fair value (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Assets
Derivative asset	$ 67	$ 0
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration]	Prepaid Expense and Other Assets, Current
Level 1
Assets
Investment securities	$ 3,326	8,411
Level 2
Assets
Derivative asset	67
Level 3
Liabilities
Put option liabilities	11,884
Convertible notes	101,912	76,770
Exchangeable notes	454,316	427,112
Mandatorily redeemable noncontrolling interest		11,381
Recurring
Assets
Investment securities	3,326	8,411
Derivative asset	67
Liabilities
Put option liabilities	11,884
Convertible notes	101,912	76,770
Exchangeable notes	$ 454,316	427,112
Mandatorily redeemable noncontrolling interest		$ 11,381

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Short-term investments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Fair value gain	$ 0	$ 1,316	$ 0
Short term investment outstanding	0	0
Fair value gain/loss	$ 97	$ 996	0
Fair Value, Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Investment Income, Net	Investment Income, Net
Carrying amount of equity securities	$ 3,326	$ 8,411
Marketable securities gain/(loss) before adoption		$ 2,905	$ 0
Marketable securities gain/(loss), after adoption	$ 5,085

OTHER NON-CURRENT LIABILITIES - THIRD PARTIES (Tables)

12 Months Ended

Dec. 31, 2023

OTHER NON-CURRENT LIABILITIES -THIRD PARTIES

Schedule of other non-current liabilities - third parties


	As of December 31,
	2023	2022
	US$	US$
Deposits from third parties	19,210	15,824
Conditional and refundable government grants ⁽ⁱ⁾	77,654	—
Warranty provision	6,539	—
Total	103,403	15,824

(i)

EXCHANGEABLE NOTES - Additional information (Details) ¥ / shares in Units, $ / shares in Units, ¥ in Thousands, $ in Thousands														1 Months Ended				12 Months Ended
	Sep. 22, 2023 USD ($)	Sep. 22, 2023 CNY (¥)	Apr. 27, 2023 USD ($) $ / shares	Apr. 27, 2023 CNY (¥)	Aug. 02, 2022 USD ($)	Aug. 02, 2022 CNY (¥)	Jan. 18, 2022 USD ($)	Jan. 18, 2022 CNY (¥)	Jan. 07, 2022 USD ($)	Jan. 07, 2022 CNY (¥)	Nov. 29, 2021	Nov. 05, 2021 USD ($)	Nov. 05, 2021 CNY (¥)	Dec. 31, 2022 USD ($)	Dec. 31, 2022 CNY (¥)	Nov. 30, 2021 CNY (¥)	Sep. 30, 2021 CNY (¥)	Dec. 31, 2023 USD ($) ¥ / shares	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2023 CNY (¥)	Sep. 30, 2023 USD ($)	Nov. 30, 2022 CNY (¥)	Nov. 30, 2021 USD ($)
EXCHANGEABLE NOTES
Loan term											1 year
Issuance of exchangeable notes	$ 27,883	¥ 200,000			$ 118,585	¥ 800,000	$ 94,457	¥ 600,000	$ 94,130	¥ 600,000		$ 125,039	¥ 800,000
Operating lease right-of-use assets														$ 158,724				$ 173,103	$ 173,103	$ 158,724
Property, equipment and software, net														253,471				354,617	354,617	253,471
Changes in fair values of exchangeable notes due to the instrument- specific credit risk																			1,670	33	$ (132)
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk																			4,448	13,162	1,065
Changes In Fair Values Of Mandatorily Redeemable Noncontrolling Interest, Exchangeable Notes And Convertible Notes, Excluding Impact Of Instrument-Specific Credit Risk																			(7,531)	(22,991)	(1,367)
Asset Pledged as Collateral \| WFOE Exchangeable Notes
EXCHANGEABLE NOTES
Property, equipment and software, net														0				37,287	37,287	0
Asset Pledged as Collateral \| WFOE Exchangeable Notes \| Use Rights
EXCHANGEABLE NOTES
Operating lease right-of-use assets																		$ 32,653	$ 32,653
WFOE Exchangeable Notes
EXCHANGEABLE NOTES
Aggregate principal amount of loan \| ¥																						¥ 3,000,000
Maximum Exchangeable Notes entitled to issue \| ¥																	¥ 3,000,000
Interest rate																	3.00%	3.00%	3.00%			3.00%
Loan term																	1 year
Debt instrument conversion price per share \| $ / shares			$ 10.00
Debt instrument amount derecognized			$ 367,092	¥ 2,600,000
Percentage of change in present values of the exchangeable Notes before and after the amendment			10.00%	10.00%
Change in fair value of exchangeable notes due to modification			$ 661
Founders Onshore Vehicle, Transfer of shares, Price per share \| ¥ / shares																		$ 1
Maximum percentage of shareholding for Notes Holder if there is required investment																			5.00%
Percentage of shareholding adjusted on pro-rata basis if there is less than required investment																			5.00%
Founders Onshore Vehicle, Purchase price of shares, Interest rate on debt if consummation of Qualified IPO not within threshold period (in percent)																			3.00%
Founders Onshore Vehicle, Threshold period for consummation of Qualified IPO																			7 years
Founders Onshore Vehicle, Purchase price of shares, Percentage of shares held by Notes Holer to be purchased																			60.00%
Founders Onshore Vehicle, Purchase price of shares, Interest rate on debt if prior to consummation of Qualified IPO																			8.00%
Fair value of the guarantees and Rights and Obligations provided by the Founders Onshore Vehicle														8,135						8,135			$ 909		$ 3,391
Changes in fair values of exchangeable notes due to the instrument- specific credit risk																			$ 272	33	(132)
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk																			$ 737	13,162	1,065
WFOE Exchangeable Notes \| Series A Preferred Shares Preferred Shares
EXCHANGEABLE NOTES
Amount issued exchanged for shares \| ¥																¥ 400,000
Lightning Speed Exchangeable Notes
EXCHANGEABLE NOTES
Aggregate principal amount of loan \| ¥																								¥ 1,000,000
Interest rate																		110.00%	110.00%			110.00%
Loan term																			5 years
Issuance of exchangeable notes														$ 71,792	¥ 500,000
Changes in fair values of exchangeable notes due to the instrument- specific credit risk																			$ 1,398	0	0
Outstanding principal and interests at maturity																			0	0
Changes in fair values of exchangeable notes, excluding impact of instrument-specific credit risk																			$ 3,711	$ 0	$ 0
Maximum extension term of each tranche																			1 year

PROPERTY, EQUIPMENT AND SOFTWARE, NET - Allocation of depreciation expenses on property, equipment and software (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Total depreciation expenses	$ 54,957	$ 12,790	$ 2,056
Property, equipment and software, net	354,617	253,471
Asset Pledged as Collateral \| WFOE Exchangeable Notes
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Property, equipment and software, net	37,287	0
Cost of revenues
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Total depreciation expenses	16,111	38	25
Research and development expenses
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Total depreciation expenses	3,238	2,681	1,626
Selling and marketing expenses
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Total depreciation expenses	18,350	5,476	61
General and administrative expenses
PROPERTY, EQUIPMENT AND SOFTWARE, NET
Total depreciation expenses	$ 17,258	$ 4,595	$ 344

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2023

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

(a)	Basis of Presentation

The consolidated and combined financial statements are presented in United States dollar (“US$”), rounded to the nearest thousand.

Principles of Consolidation

(b)	Principles of Consolidation

Use of Estimates

(c)	Use of Estimates

Commitments and Contingencies

(d)	Commitments and Contingencies

Cash

(e)

Cash

Cash consists of cash on hand and cash at bank. The Group does not have any cash equivalents as of December 31, 2023 and 2022.

Cash on hand and cash at bank deposited in financial institutions at various locations are as follows:


	As of December 31,
	2023	2022
	US$	US$
Cash balances include deposits in:
Financial institutions in the mainland of the PRC
− Denominated in Chinese Renminbi (“RMB”)	381,890	547,301
− Denominated in United States Dollars (“US$”)	7,232	165,068
− Denominated in Great Britain Pound (“GBP”)	127	2,984
− Denominated in Euro Dollar (“EUR”)	361	347
Total cash balances held at the PRC financial institutions	389,610	715,700
Financial institutions in United Kingdom (“UK”)
− Denominated in GBP	11,871	5,778
− Denominated in USD	794	—
− Denominated in EUR	4,969	—
− Denominated in RMB	161	—
Total cash balances held at UK financial institutions	17,795	5,778
Financial institutions in Netherlands
− Denominated in GBP	11	18
− Denominated in EUR	5,035	8,899
− Denominated in other currencies	58	—
Total cash balances held at Netherlands financial institutions	5,104	8,917
Financial institutions in Germany
− Denominated in EUR	2,149	5,347
Total cash balances held at German financial institutions	2,149	5,347
Total cash balances held at financial institutions in other jurisdictions	4,283	862
Total cash balances held at financial institutions	418,941	736,604
Cash on hand	—	1
Total cash balances	418,941	736,605

Restricted Cash

(f)	Restricted Cash

Derivative financial instruments

(g)	Derivative financial instruments

Short-term investments

(h)	Short-term investments

The Group’s short-term investments represent investments in a convertible note and wealth management products.

Investment securities

(i)	Investment securities

Accounts Receivable and expected credit losses

(j)	Accounts Receivable and expected credit losses

The Company considers historical credit loss rates for each category of deposits and other receivables and also considers forward looking macroeconomic data in making its loss accrual determinations.

Inventories

(k)	Inventories

Equity investments

(l)	Equity investments

Property, equipment and software, net

(m)	Property, equipment and software, net

Property, equipment and software are stated at cost less accumulated depreciation and impairment, if any.

Depreciation on property, equipment and software is calculated on the straight-line method over the estimated useful lives of the assets as follows:


Machinery and R&D equipment		3 – 10 years
Molds and tooling		5 – 10 years
Motor vehicles		2 – 5 years
Office and electronic equipment		3 – 5 years
Purchased software		3 – 10 years
Leasehold improvements		The shorter of estimated useful life of the assets and lease terms

Operating Leases

(n)	Operating Leases

The Group determines if an arrangement is or contains a lease at its inception. All of the Group’s leases are operating leases.

Intangible Assets

(o)	Intangible Assets

Land use rights

(p)	Land use rights

Impairment of Long-lived Assets and intangible assets with indefinite lives

(q)	Impairment of Long-lived Assets and intangible assets with indefinite lives

Value Added Taxes

(r)	Value Added Taxes

Warranties

(s)Warranties

The following table shows the movement of warranty reserve:


		Year Ended
		December 31, 2023
Warranty at beginning of the year		—
Additions		8,492
Utilization		(1,499)
Foreign currency translation adjustment		29
Accrued warranty at end of the year		7,022
Including: Current portion of warranty		483
Non-current portion of warranty		6,539

For the years ended December 31, 2022 and 2021, nil warranty provision was recognized.

Fair Value Measurements

(t)	Fair Value Measurements

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs which are supported by little or no market activity.

Revenue recognition

(u)	Revenue recognition

●

provides all of the benefits received and consumed simultaneously by the customer;

●

creates and enhances an asset that the customer controls as the Group performs; or

●

does not create an asset with an alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.

When either party to a contract has performed, the Group presents the contract on the consolidated balance sheets as a contract asset, a receivable or a contract liability.

Sales transactions with end-users

Sales of BEV lifestyle models

Transaction price is allocated to each performance obligation based on the relative standalone selling price and the allocated price is recognized as revenue as follows:

ii.

iii.

Revenue from household charging pile is recognized at a point in time when the charging pile is installed at customer’s designated location.

iv.

Revenue from charging cards is recognized when the customer uses the card to redeem for charging services.

Revenue from free battery charging service is recognized ratably over the specified service period of vehicle usage by the customer.

vi.

Revenue from lifetime warranty is recognized ratably over the estimated extended warranty period with reference to the standard warranty offered by the Group in other vehicles sales.

vii.

viii.

Sales of sports cars

Practical expedients and exemptions

Sales transactions with distributors and business customers

Provision of automotive design and development services

Costs incurred to fulfill such service contracts which are not in the scope of other guidance are recognized as contract cost assets when those costs:

●

relate directly to the service contracts that the Group can specifically identify;

●

are expected to be recovered; and

●

generate or enhance resources of the Group that will be used in satisfying performance obligations in the future.

Cost of sales

(v)	Cost of sales

Sales of goods

Services

Research and development

(w)	Research and development

Selling and Marketing Expenses

(x)	Selling and Marketing Expenses

General and Administrative Expenses

(y)	General and Administrative Expenses

Government Grants

(z)	Government Grants

Government grants are recognized when there is reasonable assurance that the Group will comply with the conditions attached to it and the grants will be received.

The Group received government grants of US$4,077, US$870 and US$233 with no future related costs required during the years ended December 31, 2023,2022 and 2021, which were directly recognized as government grants in the consolidated and combined statements of comprehensive loss for the years ended December 31, 2023, 2022 and 2021, respectively.

Employee Benefits

(aa)	Employee Benefits

Share-based compensation

(bb)	Share-based compensation

Income Taxes

(cc)	Income Taxes

Foreign Currency

(dd)	Foreign Currency

Concentration and Risk

(ee)	Concentration and Risk

Concentration of customers and suppliers

No third-party customer contributed more than 10.0% of the Group’s total revenues for years ended December 31, 2023, 2022 and 2021.

Accounts receivable balances with greater than 10.0% the Group’s accounts receivable balances as of December 31, 2023 and 2022 were as follows.


	As of December 31,
	2023		2022

	proportion of total accounts
	receivable balance
Geely Group	22.09	%	95.00	%

Suppliers contributed more than 10.0% of total purchases for the years ended December 31, 2023 2022 and 2021 are as below.


	Year Ended December 31,
	2023		2022		2021

	proportion of total costs and expenses
Geely Group	74.95	%	39.28	%	74.96	%

Payable balances with greater than 10.0% of the Group’s amounts due to suppliers as of December 31, 2023 and December 31, 2022 were as follows:


	As of December 31,
	2023		2022

	proportion of total payables balance
Geely Group	65.96	%	38.29	%

Concentration of credit risk

Loss per Share

(ff)	Loss per Share

Segment Reporting

(gg)	Segment Reporting

Statutory Reserves

(hh)	Statutory Reserves

Recent Accounting Pronouncements

(ii)	Recent Accounting Pronouncements

FAIR VALUE MEASUREMENT

12 Months Ended

Dec. 31, 2023

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT

26.

FAIR VALUE MEASUREMENT

The following tables set the major financial instruments measured at fair value, by level within the fair value hierarchy as of December 31, 2023 and 2022.


		Fair Value Measurement at Reporting Date Using
		Quoted Prices	Significant
		in Active	Other	Significant
	Fair Value as of	Markets for	Observable	Unobservable
	December 31,	Identical Assets	Inputs	Inputs
	2023	(Level 1)	(Level 2)	(Level 3)
	US$	US$	US$	US$
Assets
Investment securities	3,326	3,326	—	—
Derivative asset	67	—	67	—
Liabilities
Put option liabilities	11,884	—	—	11,884
Convertible notes	101,912	—	—	101,912
Exchangeable notes	454,316	—	—	454,316


		Fair Value Measurement at Reporting Date Using
		Quoted Prices	Significant
		in Active	Other	Significant
	Fair Value as of	Markets for	Observable	Unobservable
	December 31,	Identical Assets	Inputs	Inputs
	2022	(Level 1)	(Level 2)	(Level 3)
	US$	US$	US$	US$
Assets
Investment securities	8,411	8,411	—	—
Liabilities
Convertible notes	76,770	—	—	76,770
Exchangeable notes	427,112	—	—	427,112
Mandatorily redeemable noncontrolling interest	11,381	—	—	11,381

Valuation Techniques

The Group’s non-financial assets, such as property, equipment and software and intangible assets, would be measured at fair value only if they were determined to be impaired.

- Definition

+ References + Details