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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Lotus Technology Inc. (Name of Issuer) |
Ordinary Shares, par value US$0.00001 per share (Title of Class of Securities) |
(CUSIP Number) |
Etika Automotive Sdn Bhd Level 4B, No. 88, Jalan Perdana, Taman Tasik Perdana Kuala Lumpur, N8, 50480 60-03-20927252 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/10/2026 (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
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| CUSIP No. |
| 1 |
Name of reporting person
Etika Automotive Sdn Bhd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
MALAYSIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
179,754,096.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
27.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note to Row (7) and (9) - Represents 179,754,096 Ordinary Shares held by Etika Automotive Sdn Bhd ("Etika").
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 647,687,049 issued and outstanding Ordinary Shares as of May 20, 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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| 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) | Etika Automotive Sdn Bhd | |
| (b) | Level 4B, No. 88, Jalan Perdana
Taman Tasik Perdana, 50480 Kuala Lumpur
Malaysia
Current information concerning the identity and background of each of the directors and executive officers of Etika Automotive Sdn Bhd (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) | Etika Automotive Sdn Bhd is an investment holding company with automotive-related business. | |
| (d) | During the last five years, the Reporting Person has not and, to the best of its 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, the Reporting Person has not and, to the best of its 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) | Etika Automotive Sdn Bhd - Malaysia. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
On January 31, 2023, the Issuer entered into a put option agreement with each of Geely International (Hong Kong) Limited ("Geely HK") and Etika (the "Put Option Agreements"), pursuant to which each of Geely HK and Etika is granted the right to require the Issuer to purchase all of the equity interests held by each of Geely HK and Etika in Lotus Advance Technologies Sdn. Bhd. On April 14, 2025, Geely HK exercised its put option, requiring the Issuer to purchase 51% of the equity interests in Lotus Advance Technologies Sdn. Bhd. On June 30, 2025, Etika also exercised its put option, requiring the Issuer to purchase 49% of the equity interests in Lotus Advance Technologies Sdn. Bhd. In connection with the closing of the transactions contemplated by the Put Option Agreements and upon the final settlement of such put options, Geely HK received 24,477,676 Ordinary Shares of the Issuer and Etika received 23,517,767 Ordinary Shares of the Issuer on June 10, 2026, in each case from Lotus Group International Limited ("LGIL").
LGIL is wholly owned by Lotus Advance Technologies Sdn. Bhd, which is in turn 51% owned by Geely HK and 49% owned by Etika. On June 10, 2026, Geely HK received 24,477,676 Ordinary Shares and Etika received 23,517,767 Ordinary Shares, in each case from LGIL, following which, LGIL ceases to beneficially own more than 5% of the outstanding shares of the Issuer. | ||
| 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 Person does 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 page of this Schedule 13D. | |
| (b) | See responses to Rows (7) through (10) of the cover page of this Schedule 13D. | |
| (c) | Other than as described in this Schedule 13D, the Reporting Person has not and, to the best of its 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.
Other than as described in this Schedule 13D, no contracts, arrangements, understandings or relationships exist with respect to the securities of the Issuer between the Reporting Person or any other person or entity. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Annex A | ||
| 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 Etika Automotive Sdn Bhd
The names of the directors and the names and titles of the executive officers of Etika Automotive Sdn Bhd and their principal occupations are set forth below. The business address of the directors and executive officers is Level 4B, No. 88, Jalan Perdana, Taman Tasik Perdana, 50480 Kuala Lumpur, Malaysia.
| Name | Position with Etika Automotive Sdn Bhd |
Present Principal Occupation |
Citizenship | |||
| Director(s): | ||||||
| Amrin bin Awaladdin | Director | Accountant | Malaysian | |||
| Azman Hanafi bin Abdullah | Director | Accountant | Malaysian |