SEC Comment Letter 0000000000-23-010803 to Lotus Technology Inc. (LOT)
Lotus Technology Inc.
Date: Sept. 29, 2023 · CIK: 0001962746 · Accession: 0000000000-23-010803
AI Filing Summary & Sentiment
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Letter
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
FirstName LastNameQingfeng Feng Comapany NameLotus Technology Inc. September 29, 2023 Page 2 FirstName LastName 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,
Division of Corporation Finance
Office of Manufacturing
cc: Shu Du, Esq.
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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
FirstName LastNameQingfeng Feng
Comapany NameLotus Technology Inc.
September 29, 2023 Page 2
FirstName LastName
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,
Division of Corporation Finance
Office of Manufacturing
cc: Shu Du, Esq.