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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Lotus Technology Inc. (Name of Issuer) |
Ordinary Shares, par value US$0.00001 per share (Title of Class of Securities) |
54572F101 (CUSIP Number) |
Zhejiang Geely Holding Group No. 1760 Jiangling Road, Binjiang District Hangzhou, F4, 310051 86-571-2809-8282 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/19/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 54572F101 |
| 1 |
Name of reporting person
Eric Li (Li Shufu) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
362,142,292.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
56.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Note to Row (7) and (9) - Includes (i) 186,648,945 Ordinary Shares held by Lotus Advanced Technology Limited Partnership ("LATLP"); (ii) 108,740,886 Ordinary Shares held by Lotus Technology International Investment Limited ("LTIIL"); (iii) 47,995,443 Ordinary Shares held by Lotus Group International Limited ("LGIL"); (iv) 1,968,697 Ordinary Shares held by Geely Investment Holding Ltd; and (v) 16,788,321 Ordinary Shares held by ECARX Holdings Inc.
LATLP is a limited liability partnership incorporated under the laws of British Virgin Islands and its general partner is Yin Qing Holdings Limited. Yin Qing Holdings Limited is wholly owned by Mr. Qingfeng Feng, the CEO and director of the Company. On July 30, 2021, the partners of LATLP, namely Ming Jun Holdings Limited, Yin Qing Holdings Limited, Xing Rong Holdings Limited and Jing Can Holdings Limited signed an agreement, later joined by State Rainbow Investments Limited and Radiant Field Investments Limited, under which these partners agreed to act in concert with Ming Jun Holdings Limited. Ming Jun Holdings Limited is wholly owned by Mr. Shufu Li. Therefore, Mr. Shufu Li may be deemed to beneficially own all of the shares held of record by LATLP. The registered address of Lotus Advanced Technology Limited Partnership is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
LTIIL is wholly owned by Geely International (Hong Kong) Limited ("Geely HK"). Geely HK is wholly owned by Hainan Geely Investment Holdings Co., Ltd, which is wholly owned by Zhejiang Geely Holding Group Co., Ltd. ("Geely Holding"). Geely Holding is 82.233% owned by Mr. Shufu Li, 8.0583% owned by Mr. Xingxing Li, and 9.7087% owned by Ningbo Yima Enterprise Management Partnership (Limited Partnership). The registered address of LTIIL is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.
LGIL is wholly owned by Lotus Advance Technologies Sdn. Bhd, which is 51% owned by Geely HK and 49% owned by Etika Automotive Sdn Bhd ("Etika"). The registered address of LGIL is Potash Lane, Hethel, Norwich, Norfolk, NR14 8EZ, England.
Geely Investment Holding Ltd. is wholly owned by Geely HK. The registered address of Geely Investment Holding Ltd. is Craigmuir Chambers, RoadTown, Tortola, VG 1110, British Virgin lslands.
Mr. Eric Li (Li Shufu) controls ECARX Holdings Inc. and therefore may be deemed to beneficially own all of the 16,788,321 Ordinary Shares directly held by ECARX Holdings Inc.
Note to Row (13) - The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 647,082,422 issued and outstanding Ordinary Shares as of January 29, 2026 (excluding Ordinary Shares issued to Deutsche Bank Trust Company Americas, the depositary of our ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plan).
SCHEDULE 13D
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| CUSIP No. | 54572F101 |
| 1 |
Name of reporting person
Lotus Advanced Technology Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
186,648,945.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
28.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
Note to Row (7) and (9) - Represents 186,648,945 Ordinary Shares held by LATLP. LATLP is a limited liability partnership incorporated under the laws of British Virgin Islands and its general partner is Yin Qing Holdings Limited. Yin Qing Holdings Limited is wholly owned by Mr. Qingfeng Feng, the CEO and director of the Company. On July 30, 2021, the partners of LATLP, namely Ming Jun Holdings Limited, Yin Qing Holdings Limited, Xing Rong Holdings Limited and Jing Can Holdings Limited signed an agreement, later joined by State Rainbow Investments Limited and Radiant Field Investments Limited, under which these partners agreed to act in concert with Ming Jun Holdings Limited. Ming Jun Holdings Limited is wholly owned by Mr. Shufu Li. Therefore, Mr. Shufu Li may be deemed to beneficially own all of the shares held of record by LATLP. The registered address of Lotus Advanced Technology Limited Partnership is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
Note to Row (13) - The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 647,082,422 issued and outstanding Ordinary Shares as of January 29, 2026 (excluding Ordinary Shares issued to Deutsche Bank Trust Company Americas, the depositary of our ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plan).
SCHEDULE 13D
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| CUSIP No. | 54572F101 |
| 1 |
Name of reporting person
Lotus Technology International Investment Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
108,740,886.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row (7) and (9) - Represents 108,740,886 Ordinary Shares held by LTIIL. LTIIL is wholly owned by Geely HK, which is ultimately wholly owned by Geely Holding. Geely Holding is 82.233% owned by Mr. Shufu Li, 8.0583% owned by Mr. Xingxing Li, and 9.7087% owned by Ningbo Yima Enterprise Management Partnership (Limited Partnership). The registered address of LTIIL is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.
Note to Row (13) - The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 647,082,422 issued and outstanding Ordinary Shares as of January 29, 2026 (excluding Ordinary Shares issued to Deutsche Bank Trust Company Americas, the depositary of our ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plan).
SCHEDULE 13D
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| CUSIP No. | 54572F101 |
| 1 |
Name of reporting person
Lotus Group International Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
47,995,443.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row (7) and (9) - Represents 47,995,443 Ordinary Shares held by LGIL. LGIL is wholly owned by Lotus Advance Technologies Sdn. Bhd, which is 51% owned by Geely HK and 49% owned by Etika. Geely HK is ultimately wholly owned by Geely Holding. Geely Holding is 82.233% owned by Mr. Shufu Li, 8.0583% owned by Mr. Xingxing Li, and 9.7087% owned by Ningbo Yima Enterprise Management Partnership (Limited Partnership). The registered address of LGIL is Potash Lane, Hethel, Norwich, Norfolk, NR14 8EZ, England.
Note to Row (13) - The percentage of class of securities beneficially owned by the reporting person and the voting power represented thereby are based on a total of 647,082,422 issued and outstanding Ordinary Shares as of January 29, 2026 (excluding Ordinary Shares issued to Deutsche Bank Trust Company Americas, the depositary of our ADS program, for bulk issuance of ADSs reserved for future issuances upon the exercise or vesting of awards granted under our stock incentive plan).
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, par value US$0.00001 per share | |
| (b) | Name of Issuer:
Lotus Technology Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
No. 800 Century Avenue, Pudong District, Shanghai,
CHINA
, 200120. | |
Item 1 Comment:
Explanatory Note
This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one ordinary share of the Issuer. | ||
| Item 2. | Identity and Background | |
| (a) | Eric Li (Li Shufu)
Lotus Advanced Technology Limited Partnership
Lotus Technology International Investment Limited
Lotus Group International Limited | |
| (b) | For Eric Li (Li Shufu):
1760 Jiangling Road, Binjiang District
Hangzhou, Zhejiang Province
China
For Lotus Advanced Technology Limited Partnership:
Sertus Chambers, P.O. Box 905, Quastisky Building
Road Town, Tortola
British Virgin Islands
For Lotus Technology International Investment Limited:
Craigmuir Chambers
Road Town, Tortola, VG 1110
British Virgin Islands
For Lotus Group International Limited:
Potash Lane, Hethel, Norwich, Norfolk, NR14 8EZ, England
Current information concerning the identity and background of each of the directors and executive officers of Lotus Advanced Technology Limited Partnership, Lotus Technology International Investment Limited and Lotus Group International Limited (collectively, the "Covered Persons"), as well as applicable additional information called for by Items 3 through 6, is set forth on Annex A, attached hereto and incorporated herein by reference. | |
| (c) | Lotus Advanced Technology Limited Partnership is an investment holding platform.
Lotus Technology International Investment Limited is an investment holding platform.
Lotus Group International Limited is a holding company. | |
| (d) | During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Eric Li (Li Shufu) -- People's Republic of China
Lotus Advanced Technology Limited Partnership - British Virgin Islands
Lotus Technology International Investment Limited - British Virgin Islands
Lotus Group International Limited - United Kingdom | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The Issuer entered into a share subscription agreement with ECARX Holdings Inc. on December 23, 2025. Pursuant to the subscription agreement, ECARX Holdings Inc. agreed to subscribe for and purchase from the Issuer, through a private placement, a total of 16,788,321 newly issued Ordinary Shares at a price of US$1.37 per share, for a total purchase price of US$23 million (the "PIPE transaction"). The PIPE transaction closed on January 19, 2026, and immediately after such closing, ECARX Holdings Inc. directly holds 16,788,321 Ordinary Shares, amounting to 2.6% of the total issued and outstanding shares of the Issuer.
Mr. Eric Li (Li Shufu) previously reported his beneficial ownership of the securities of the Issuer on a Schedule 13G pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Eric Li (Li Shufu) is now filing this statement on Schedule 13D because, as of January 29, 2026, the reporting person had acquired additional beneficial ownership during the preceding 12 months of more than 2% of the issued and outstanding shares of the Issuer as a result of the PIPE transaction. Each of Lotus Advanced Technology Limited Partnership, Lotus Technology International Investment Limited and Lotus Group International Limited also previously reported its beneficial ownership of the securities of the Issuer on a Schedule 13G pursuant to Rule 13d-1(d) under the Exchange Act and is now filing this statement on Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 3 is hereby incorporated by reference in its entirety. Except as set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions of this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See responses to Rows (11) and (13) of the cover pages of this Schedule 13D. | |
| (b) | See responses to Rows (7) through (10) of the cover pages of this Schedule 13D. | |
| (c) | Other than as described in this Schedule 13D, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons, has effected any transactions in the Ordinary Shares of the Issuer during the past 60 days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 3 is hereby incorporated by reference in its entirety.
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is filed as Exhibit 1 to this Schedule 13D.
Other than as described in this Schedule 13D, no contracts, arrangements, understandings or relationships exist with respect to the securities of the Issuer among or between the Reporting Persons or any other person or entity. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Annex A
1 - Joint Filing Agreement dated February 13, 2026 by and among the Reporting Persons
2 - Subscription Agreement dated December 23, 2025 by and between the Issuer and ECARX Holdings Inc. (incorporated by reference to Exhibit 99.2 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on December 29, 2025) | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Annex A
Directors and Executive Officers of Lotus Advanced Technology Limited Partnership
The names of the directors and the names and titles of the executive officers of Lotus Advanced Technology Limited Partnership and their principal occupations are set forth below. Except as stated otherwise below, the business address of the directors and executive officers is Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.
| Name | Position with Lotus Advanced Technology Limited Partnership |
Present Principal Occupation |
Citizenship |
| Director(s): | |||
| None | |||
| Executive Officer(s): | |||
| None |
Directors and Executive Officers of Lotus Technology International Investment Limited
The names of the directors and the names and titles of the executive officers of Lotus Technology International Investment Limited and their principal occupations are set forth below. Except as stated otherwise below, the business address of the directors and executive officers is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.
| Name | Position with Lotus Technology International Investment Limited |
Present Principal Occupation |
Citizenship |
| Director(s): | |||
| Donghui Li(1) | Director | Vice Chairman of Geely Holding Group | Chinese |
| Executive Officer(s): | |||
| None |
(1) The business address of Donghui Li is No. 1760 Jiangling Road, Binjiang District, Hangzhou, Zhejiang, China.
Directors and Executive Officers of Lotus Group International Limited
The names of the directors and the names and titles of the executive officers of Lotus Group International Limited and their principal occupations are set forth below. Except as stated otherwise below, the business address of the directors and executive officers is Potash Lane, Hethel, Norwich, Norfolk, NR14 8EZ, England.
| Name | Position with Lotus Group International Limited |
Present Principal Occupation |
Citizenship |
| Director(s): | |||
| Qingfeng Feng(1) | Director | Chief Executive Officer and Director of Lotus Technology Inc. | Chinese |
| Donghui Li(2) | Director | Vice Chairman of Geely Holding Group | Chinese |
| Conghui An(3) | Director | Chief Executive Officer of Geely Holding Group | Chinese |
| Amrin Bin Awaluddin(4) | Director | Group Managing Director and Chief Executive Officer of Tradewinds Group (M) Sdn Bhd | Malaysian |
| Executive Officer(s): | |||
| Matthew Nice | Executive Director of Corporate Office | * | British |
| David Careless | Executive Director of Finance | * | British |
| Carl Elston | Executive Director of Quality | * | British |
| Paul Tedstone | Executive Director of Supply | * | British |
| Jun Chen(5) | Chief Financial Officer | Financial Controller of Lotus Technology Inc. | Chinese |
| William Xing | Group Vice President of Human Resources | * | Chinese |
*The principal occupation is the same as his/her position with Lotus Group International Limited.
(1) The business address of Qingfeng Feng is No. 800 Century Avenue, Pudong District, Shanghai, People’s Republic of China.
(2) The business address of Donghui Li is No. 1760 Jiangling Road, Binjiang District, Hangzhou, Zhejiang, China.
(3) The business address of Conghui An is No. 1760 Jiangling Road, Binjiang District, Hangzhou, Zhejiang, China.
(4) The business address of Amrin Bin Awaluddin is Level 4C, No 88 Jalan Perdana, Taman Tasik Perdana, 50480 Kuala Lumpur, Malaysia.
(5) The business address of Jun Chen is No. 800 Century Avenue, Pudong District, Shanghai, People’s Republic of China.
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares, par value US$0.00001 per share, of Lotus Technology Inc., a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2026.
| Eric Li (Li Shufu) | ||
| /s/ Eric Li (Li Shufu) | ||
| Lotus Advanced Technology Limited Partnership | ||
| By: | /s/ Qingfeng Feng | |
| Name: | Qingfeng Feng | |
| Title: | Authorized Signatory | |
| Lotus Technology International Investment Limited | ||
| By: | /s/ Donghui Li | |
| Name: | Donghui Li | |
| Title: | Authorized Signatory | |
| Lotus Group International Limited | ||
| By: | /s/ Qingfeng Feng | |
| Name: | Qingfeng Feng | |
| Title: | Authorized Signatory | |