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United States securities and exchange commission logo
August 8, 2023
Qingfeng Feng
Chief Executive Officer
Lotus Technology Inc.
No. 800 Century Avenue
Pudong District, Shanghai
People's Republic of China
Re: Lotus Technology
Inc.
Amendment No. 1 to
Draft Registration Statement on Form F-4
Submitted July 12,
2023
CIK No. 0001962746
Dear Qingfeng Feng:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-4 submitted
July 12, 2023
Summary of the Proxy Statement/Prospectus
Permission, Review and Filing Required from the Authorities in Mainland
China Relating to the
Transactions, page 32
1. We note your disclosure
regarding the CSRC Trial Measures. Please revise to clearly state
whether you will be
required to complete the filing process. Please discuss the current
status of your
application.
Qingfeng Feng
FirstName LastNameQingfeng Feng
Lotus Technology Inc.
Comapany
August NameLotus Technology Inc.
8, 2023
August
Page 2 8, 2023 Page 2
FirstName LastName
Risk Factors
Risks Relating to Taxation, page 136
2. We note your revised disclosure in response to comment 2 which states
that counsel is
unable to opine on whether the mergers will qualify as a tax-free
organization. Please
revise to include a similar statement in risk factors.
Proposal One - The NTA Proposal, page 167
3. We note your revisions to include an amendment to the charter to
remove the requirement
to maintain US$5,000,001 in net tangible assets. Revise to clarify
whether the parties have
waived the related condition to the closing of the Business
Combination that is
also dependent upon having at least US$5,000,001 in net tangible
assets as of the Closing.
Also, please revise your disclosure here and in Risk Factors to
discuss the risk that your
shares may not be approved for initial listing on NASDAQ, in light of
your dependence
upon this status to avoid a "penny stock" determination, and discuss
the consequences of
such outcome.
Information about Lotus Tech, page 223
4. We note your response to comment 26. Please describe L Catterton's
strategic
relationship with LVMH. Please revise your disclouse to state that
as of the date of this
proxy statement/prospectus, the company has not entered into any
agreements with
LVMH.
Financial Statements
General, page F-1
5. We note in the financial statements as well as MD&A tables, LCAA
presents their most
current fiscal year information on the left and Lotus Technology Inc.
presents their most
current fiscal year information on the right. Please refer to SAB
Topic 11:E and present
consistent chronological ordering of data throughout your filing to
avoid investor
confusion.
Qingfeng Feng
FirstName LastNameQingfeng Feng
Lotus Technology Inc.
Comapany
August NameLotus Technology Inc.
8, 2023
August
Page 3 8, 2023 Page 3
FirstName LastName
You may contact Kevin Stertzel at 202-551-3723 or Melissa Gilmore at
202-551-3777 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Thomas Jones at 202-551-3602 or Erin Purnell at 202-551-3454 with any
other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Shu Du, Esq.