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United States securities and exchange commission logo
April 2, 2024
Qingfeng Feng
Chief Executive Officer
Lotus Technology Inc.
No. 800 Century Avenue
Pudong District, Shanghai
People's Republic of China
Re: Lotus Technology
Inc.
Draft Registration
Statement on Form F-1
Filed on March 8,
2024
CIK 0001962746
Dear Qingfeng Feng:
We have conducted a limited review of your registration statement
and have the
following comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Draft Registration Statement on Form F-1 filed on March 8, 2024
General
1. Please revise to update
your disclosures throughout the filing and address areas that
appear to need updating
or that present inconsistencies. Non-exclusive examples of areas
where disclosure should
be updated are as follows:
You state on pages
17, 69 and 73 that [f]uture resales of the securities issued in
connection with the
Business Combination may cause the market price of our
securities to drop
significantly. This statement should be updated given that this
prospectus is
facilitating those sales.
2. We note the changes you
made to your disclosure appearing on the cover page, Summary
and Risk Factor
sections relating to legal and operational risks associated with operating
in China and PRC
regulations. It is unclear to us that there have been changes in the
regulatory environment
in the PRC since the F-4 that was filed on January 11,
Qingfeng Feng
Lotus Technology Inc.
April 2, 2024
Page 2
2024 warranting revised disclosure to mitigate the challenges you face
and related
disclosures. The Sample Letters to China-Based Companies sought specific
disclosure
relating to the risk that the PRC government may intervene in or
influence your operations
at any time, or may exert control over operations of your business,
which could result in a
material change in your operations and/or the value of the securities
you are registering
for sale. We remind you that, pursuant to federal securities rules, the
term control
(including the terms controlling, controlled by, and
under common control with ) as
defined in Securities Act Rule 405 means the possession, direct or
indirect, of the power
to direct or cause the direction of the management and policies of a
person, whether
through the ownership of voting securities, by contract, or otherwise.
The Sample
Letters also sought specific disclosures relating to uncertainties
regarding the enforcement
of laws and that the rules and regulations in China can change quickly
with little advance
notice. We do not believe that your revised disclosure referencing the
PRC government s
intent to strengthen its regulatory oversight conveys the same risk.
Please restore your
disclosures in these areas to the disclosures as they existed in your
F-4 registration
statement as of January 11, 2024.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at
202-551-3641 with
any other questions.
Sincerely,
FirstName LastNameQingfeng Feng
Division of
Corporation Finance
Comapany NameLotus Technology Inc.
Office of
Manufacturing
April 2, 2024 Page 2
cc: Shu Du
FirstName LastName