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United States securities and exchange commission logo
September 29, 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. 2 to
Draft Registration Statement on Form F-4
Submitted September
15, 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. 2 to Draft Registration Statement on Form F-4 submitted
September 15, 2023
Information about Lotus Tech, page 225
1. We note your response
to prior comment 4. Please revise the proxy statement/prospectus
to include the
information provided in the response letter.
General
2. We note the changes you
made to your disclosure appearing in Risk Factors 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 amendment that was
filed on July 12, 2023 warranting revised disclosure to mitigate
Qingfeng Feng
Lotus Technology Inc.
September 29, 2023
Page 2
the challenges you face and related disclosures. The Sample Letters to
China-Based
Companies 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 conveys the same
risk. Please
restore your disclosures in these areas to the disclosures as they
existed in the registration
statement as of the July 12, 2023 amendment.
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,
FirstName LastNameQingfeng Feng
Division of
Corporation Finance
Comapany NameLotus Technology Inc.
Office of
Manufacturing
September 29, 2023 Page 2
cc: Shu Du, Esq.
FirstName LastName