SecProbe.io

CORRESP
 1
 filename1.htm

 June 11, 2025

 VIA EDGAR

 Ms. Kristin Baldwin

 Mr. Jennifer Angelini

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Lotus Technology Inc. (the "Company")
 Post Effective Amendment No. 3 to Registration Statement on Form F-1 on Form F-3

 File No. 333-279108

 Dear Ms. Baldwin and Mr. Angelini,

 Pursuant to Rule 461 of Regulation C ("Rule 461")
under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company's
Post Effective Amendment No. 3 to Registration Statement on Form F-1 on Form F-3 (File No. 333-279108) be accelerated
by the Securities and Exchange Commission to 4:00 p.m. Eastern time on June 13, 2025 or as soon as practicable thereafter.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer
of the Company or by any attorney from the Company's U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 [Signature page follows]

 Very truly yours,

 Lotus Technology Inc.

 By:
 /s/ Qingfeng Feng

 Name:
 Qingfeng Feng

 Title:
 Director and Chief Executive Officer

 cc: Qingfeng Feng, Director and Chief Executive Officer, Lotus Technology Inc.
 Daxue Wang, Chief Financial Officer, Lotus Technology Inc.

 Shu Du, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

CORRESP
 1
 filename1.htm

 June 11, 2025

 VIA EDGAR

 Ms. Kristin Baldwin

 Mr. Jennifer Angelini

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Lotus Technology Inc. (the "Company")
 Pre-Effective Amendment No. 1 to Registration Statement on Form F-3

 File No. 333-285533

 Dear
Ms. Baldwin and Mr. Angelini,

 Pursuant to Rule 461 of Regulation C ("Rule 461")
under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effective date of the Company's
Pre-Effective Amendment No. 1 to Registration Statement on Form F-3 (File No. 333-285533) be accelerated by the Securities
and Exchange Commission to 4:00 p.m. Eastern time on June 13, 2025 or as soon as practicable thereafter.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer
of the Company or by any attorney from the Company's U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 [Signature page follows]

 Very truly yours,

 Lotus Technology Inc.

 By:
 /s/ Qingfeng Feng

 Name:
 Qingfeng Feng

 Title:
 Director and Chief Executive Officer

 cc: Qingfeng Feng, Director and Chief Executive Officer, Lotus Technology Inc.
 Daxue Wang, Chief Financial Officer, Lotus Technology Inc.

 Shu Du, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

CORRESP
 1
 filename1.htm

 June 11, 2025

 VIA EDGAR

 Ms. Kristin Baldwin

 Mr. Jennifer Angelini

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: Lotus Technology Inc. (the "Company")
 Post Effective Amendment No. 2 to Registration Statement on Form F-1 on Form F-3

 File No. 333-282217

 Dear
Ms. Baldwin and Mr. Angelini,

 Pursuant
to Rule 461 of Regulation C ("Rule 461") under the Securities Act of 1933, as amended, the Company hereby
respectfully requests that the effective date of the Company's Post Effective Amendment No. 2 to Registration Statement on
Form F-1 on Form F-3 (File No. 333-282217) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Eastern
time on June 13, 2025 or as soon as practicable thereafter.

 If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer
of the Company or by any attorney from the Company's U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

 [Signature page follows]

 Very truly yours,

 Lotus Technology Inc.

 By:
 /s/ Qingfeng Feng

 Name:
 Qingfeng Feng

 Title:
 Director and Chief Executive Officer

 cc: Qingfeng Feng, Director and Chief Executive Officer, Lotus Technology Inc.
 Daxue Wang, Chief Financial Officer, Lotus Technology Inc.

 Shu Du, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Qingfeng Feng
Chief Executive Officer
Lotus Technology Inc.
No. 800 Century Avenue
Pudong District, Shanghai
People s Republic of China

 Re: Lotus Technology Inc.
 Registration Statement on Form F-3
 Filed March 4, 2025
 File No. 333-285533
Dear Qingfeng Feng:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Form F-3
General

1. Please revise to provide updated financial statements and related
disclosures as
 required by Item 5(b)(2) of Form F-3 and Item 8.A.5 of Form 20-F.
Description of Debt Securities, page 53

2. We note that you are registering the offer and sale of debt securities.
Please file a form
 of indenture as an exhibit to the registration statement. Refer to
Questions 201.02 and
 201.04 of the Trust Indenture Act of 1939 Compliance and Disclosure
Interpretations.
 Additionally, please either file a Form T-1 or, if you are relying on
Section 305(b)(2)
 of the Trust Indenture Act, annotate the exhibit index to indicate such
intention and
 include the undertaking contained in Item 512(j) of Regulation S-K. For
further
 March 14, 2025
Page 2

 guidance, refer to Questions 206.01 and 220.01 of the Trust Indenture
Act of 1939
 Compliance and Disclosure Interpretations.
Taxation, page 60

3. We note your disclosure that material tax consequences will be set forth
in prospectus
 supplements, and yet you have filed tax opinions as Exhibits 8.1 and
8.2. Please revise
 the tax section to discuss material tax consequences and ask counsel to
revise these
 opinions as appropriate for consistency with Section III of Staff Legal
Bulletin 19.
 Alternatively, consider removing Exhibits 8.1 and 8.2, while retaining
Exhibit 5.1
 (i.e., the Maples and Calder opinion insofar as it constitutes a
validity opinion).
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Kristin Baldwin at 202-551-7172 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Qingfeng Feng
Chief Executive Officer
Lotus Technology Inc.
No. 800 Century Avenue
Pudong District, Shanghai
People s Republic of China

 Re: Lotus Technology Inc.
 Post Effective Amendment No. 1 to Registration Statement on Form F-3
 Filed March 4, 2025
 File No. 333-282217
Dear Qingfeng Feng:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Form F-3
General

1. Please revise to provide updated financial statements and related
disclosures as
 required by Item 5(b)(2) of Form F-3 and Item 8.A.5 of Form 20-F.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 March 14, 2025
Page 2

 Please contact Kristin Baldwin at 202-551-7172 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 14, 2025

Qingfeng Feng
Chief Executive Officer
Lotus Technology Inc.
No. 800 Century Avenue
Pudong District, Shanghai,
People s Republic of China

 Re: Lotus Technology Inc.
 Post Effective Amendment No. 2 to Registration Statement on Form F-1
 Filed March 4, 2025
 File No. 333-279108
Dear Qingfeng Feng:

 We have conducted a limited review of your registration statement and
have the
following comment(s).

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Form F-1
General

1. Please revise to provide updated financial statements and related
disclosures as
 required by Item 5(b)(2) of Form F-3 and Item 8.A.5 of Form 20-F.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 March 14, 2025
Page 2

 Please contact Kristin Baldwin at 202-551-7172 or Jennifer Angelini at
202-551-3047
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

September 26,
2024

VIA EDGAR

Mr. Eranga Dias

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Lotus Technology Inc. (the “Company”)

  Registration Statement on Form F-1

  File No. 333-282217

Dear Mr. Eranga Dias,

Pursuant
to Rule 461 of Regulation C (“Rule 461”) under the Securities Act of 1933, as amended, the Company hereby
respectfully requests that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-282217)
be accelerated by the Securities and Exchange Commission to 4:00 p.m. Eastern time on September 30, 2024 or as soon as practicable
thereafter.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer
of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

[Signature page follows]

    Very truly yours,

    Lotus Technology Inc.

    By:
    /s/ Qingfeng Feng

    Name:
    Qingfeng Feng

    Title:
    Director and Chief Executive Officer

cc: Qingfeng Feng, Director and Chief Executive Officer, Lotus Technology Inc.

  Alexious Lee, Director and Chief Financial Officer, Lotus
Technology Inc.

  Shu Du, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

  John Fung, Partner, KPMG Huazhen LLP

September 25, 2024
Qingfeng Feng
Chief Executive Officer
Lotus Technology Inc.
No. 800 Century Avenue
Pudong District, Shanghai, People’s Republic of China
Re:Lotus Technology Inc.
Registration Statement on Form F-1
Filed September 19, 2024
File No. 333-282217
Dear Qingfeng Feng:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

May 21,
2024

VIA EDGAR

Ms. Sarah Sidwell

Mr. Geoffrey Kruczek

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: Lotus Technology Inc. (the “Company”)

  Registration Statement on Form F-1

  File No. 333-279108

Dear Ms. Sidwell and Mr. Kruczek,

Pursuant
to Rule 461 of Regulation C (“Rule 461”) under the Securities Act of 1933, as amended, the Company hereby
respectfully requests that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-279108)
be accelerated by the Securities and Exchange Commission to 4:00 p.m. Eastern time on May 23, 2024 or as soon as practicable
thereafter.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer
of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

[Signature page follows]

    Very
truly yours,

    Lotus Technology Inc.

    By:
    /s/ Qingfeng Feng

    Name:
    Qingfeng Feng

    Title:
    Director and Chief Executive Officer

cc: Qingfeng Feng, Director and Chief Executive Officer, Lotus Technology Inc.

  Alexious Lee, Director and Chief Financial Officer, Lotus
Technology Inc.

  Shu Du, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

  John Fung, Partner, KPMG Huazhen LLP

CORRESP
1
filename1.htm

Skadden, Arps,
Slate, Meagher & Flom

     Partners

 Geoffrey Chan *

 Shu Du *

 Andrew L. Foster *

 Chi T. Steve Kwok *

 Edward H.P. Lam ¨*

Haiping Li *

 Rory McAlpine ¨

 Jonathan B. Stone *

 Paloma P. Wang ¨

¨ (Also Admitted in England & Wales)

* (Also Admitted in New York)

                                                                    世達國際律師事務所

42/F, EDINBURGH
TOWER, THE LANDMARK

15 QUEEN’S
ROAD CENTRAL, HONG KONG

________

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

    AFFILIATE OFFICES

    _______

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    ______

    BEIJING

    BRUSSELS

    FRANKFURT

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

    May 3, 2024

VIA EDGAR

Ms. Sarah
Sidwell

Mr. Geoffrey
Kruczek

Division
of Corporation Finance

Office
of Manufacturing

U.S.
Securities and Exchange Commission

100 F
Street, NE

Washington,
D.C. 20549

Re: Lotus Technology Inc. (CIK No. 0001962746)

Response to the Staff’s Comments on Draft Registration
Statement

on Form F-1 confidentially submitted on March 8, 2024

Dear Ms. Sidwell and Mr. Kruczek,

On behalf of our client, Lotus Technology Inc.,
a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth
the Company’s responses to the comments contained in the Staff’s letter dated April 2, 2024 on the Company’s draft registration
statement on Form F-1 confidentially submitted to the Commission on March 8, 2024.

Concurrently with the submission of this letter,
the Company is publicly filing its registration statement on Form F-1 (the “Registration Statement”) and certain exhibits
via EDGAR with the Commission.

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the
language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set
forth in the Registration Statement.

U.S. Securities and Exchange Commission

 May 3, 2024

Page 2

In addition to addressing the comments contained
in the Staff’s letter dated April 2, 2024, the Company has included its audited consolidated and combined financial statements and
the financial statements of L Catterton Asia Acquisition Corp as of and for the year ended December 31, 2023 as well as other updates
in the Registration Statement.

Draft Registration Statement on Form F-1 filed
on March 8, 2024

General

 1. Please revise to update your disclosures throughout the filing and address areas that appear to need updating or that present inconsistencies.
Non-exclusive examples of areas where disclosure should be updated are as follows:

• You state on pages 17, 69 and 73
that “[f]uture” resales of the securities issued in connection with the Business Combination may cause the market price of
our securities to drop significantly. This statement should be updated given that this prospectus is facilitating those sales.

In response to the Staff’s comment,
the Company has revised the disclosures on pages 12, 62 and 65 as well as other relevant pages of the Registration Statement.

 2. We note the
                                            changes you made to your disclosure appearing on the cover page, Summary and Risk Factor
                                            sections 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 F-4 that was filed on January 11, 2024 warranting revised disclosure
                                            to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based
                                            Companies sought specific disclosure relating to the risk that the PRC government may intervene
                                            in or influence your operations at any time, or may exert control over operations of your
                                            business, which could result in a material change in your operations and/or the value of
                                            the securities you are registering for sale. We remind you that, pursuant to federal securities
                                            rules, the term “control” (including the terms “controlling,” “controlled
                                            by,” and “under common control with”) as defined in Securities Act Rule
                                            405 means “the possession, direct or indirect, of the power to direct or cause the
                                            direction of the management and policies of a person, whether through the ownership of voting
                                            securities, by contract, or otherwise.” The Sample Letters also 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 referencing the PRC government’s intent to strengthen its regulatory oversight
                                            conveys the same risk. Please restore your disclosures in these areas to the disclosures
                                            as they existed in your F-4 registration statement as of January 11, 2024.

In response to the Staff’s comment,
the Company has revised the disclosures on the cover page and pages 5, 11, 45 and 50 of the Registration Statement.

*                    *                   *

U.S. Securities and Exchange Commission

 May 3, 2024

Page 3

If you have any questions regarding the Registration
Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com.

    Very truly yours,

    /s/ Shu Du

    Shu Du

 cc: Qingfeng Feng, Director and Chief Executive Officer, Lotus Technology Inc.

Alexious Lee, Director and Chief Financial
Officer, Lotus Technology Inc.

Shu Du, Partner, Skadden, Arps, Slate,
Meagher & Flom LLP

John Fung, Partner, KPMG Huazhen LLP

United States securities and exchange commission logo
April 2, 2024
Qingfeng Feng
Chief Executive Officer
Lotus Technology Inc.
No. 800 Century Avenue
Pudong District, Shanghai
People's Republic of China
Re:Lotus Technology Inc.
Draft Registration Statement on Form F-1
Filed on March 8, 2024
CIK 0001962746
Dear Qingfeng Feng:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Draft Registration Statement on Form F-1 filed on March 8, 2024
General
1.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:
•You state on pages 17, 69 and 73 that “[f]uture” resales of the securities issued in
connection with the Business Combination may cause the market price of our
securities to drop significantly. This statement should be updated given that this
prospectus is facilitating those sales.
2.We note the changes you made to your disclosure appearing on the cover page, Summary
and Risk Factor sections 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 F-4 that was filed on January 11,

 FirstName LastNameQingfeng Feng
 Comapany NameLotus Technology Inc.
 April 2, 2024 Page 2
 FirstName LastName
Qingfeng Feng
Lotus Technology Inc.
April 2, 2024
Page 2
2024 warranting revised disclosure to mitigate the challenges you face and related
disclosures.  The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities you are registering
for sale.  We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.”  The Sample
Letters also 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 referencing the PRC government’s
intent to strengthen its regulatory oversight conveys the same risk.  Please restore your
disclosures in these areas to the disclosures as they existed in your F-4 registration
statement as of January 11, 2024.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sarah Sidwell at 202-551-4733 or Geoffrey Kruczek at 202-551-3641 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Shu Du

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom

    Partners

Geoffrey Chan *

Shu Du *

Andrew L. Foster *

Chi T. Steve Kwok *

Edward H.P. Lam ¨*

 Haiping Li *

Rory McAlpine ¨

Jonathan B. Stone *

Paloma P. Wang ¨

 ¨ (Also Admitted in England & Wales)

*
(Also Admitted in New York)

    世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15
QUEEN’S ROAD CENTRAL, HONG KONG

________

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

    AFFILIATE OFFICES

    -----------

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    PALO ALTO

    WASHINGTON,
    D.C.

    WILMINGTON

    -----------

    BEIJING

    BRUSSELS

    FRANKFURT

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

January 10, 2024

    VIA EDGAR

    Ms. Erin Purnell

    Mr. Thomas Jones

    Ms. Melissa Gilmore

    Mr. Kevin Stertzel

    Division of Corporation Finance

    Office of Manufacturing

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

 Re: Lotus
                                            Technology Inc. (CIK No. 0001962746)

Response to the Staff’s
Comments on Amendment No. 2 to Registration Statement on Form F-4 filed December 5, 2023

Dear
Ms. Purnell, Mr. Jones, Ms. Gilmore and Mr. Stertzel,

On
behalf of our client, Lotus Technology Inc., a foreign private issuer organized under the laws of
the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained
in the Staff’s letter dated December 15, 2023 on the Company’s registration statement on Form F-4 filed with the
Commission on December 5, 2023 (the “Amendment No. 2”).

The Staff’s
comments are repeated below in bold and are followed by the Company’s responses. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Amendment No. 2.

U.S. Securities and Exchange Commission

January
10, 2024

Page 2

Amendment No. 2 to Registration
Statement on Form F-4 filed December 5, 2023

Summary of the Proxy Statement/Prospectus

Permissions Required from the
PRC Authorities for Lotus Tech's Operations, page 35

 1. If you will be requesting effectiveness
                                            of your Form F-4 registration statement before completing the CSRC process, please confirm
                                            in writing that you will notify us promptly of any changes to your disclosure regarding or
                                            requested by the CSRC.

The Company acknowledges the
Staff’s comment and confirms that the Company will promptly notify the Staff before any changes to the disclosure are made to the
registration statement regarding or requested by the CSRC.

*          *          *

U.S. Securities and Exchange Commission

January
10, 2024

Page 3

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone
at +852 3740 4858 or via email at shu.du@skadden.com.

    Very truly yours,

    /s/ Shu Du

    Shu Du

 cc: Qingfeng Feng, Director and Chief Executive
                                            Officer, Lotus Technology Inc.

Alexious Lee, Director and
Chief Financial Officer, Lotus Technology Inc.

Chinta Bhagat, Co-Chief Executive
Officer of L Catterton Asia Acquisition Corp

Scott Chen, Co-Chief Executive
Officer of L Catterton Asia Acquisition Corp

Peter X. Huang, Partner, Skadden,
Arps, Slate, Meagher & Flom LLP

Shu Du, Partner,
Skadden, Arps, Slate, Meagher & Flom LLP

Jesse Sheley, Partner,
Kirkland & Ellis International LLP

Steve Lin, Partner,
Kirkland & Ellis International LLP

Joseph Casey Raymond,
Partner, Kirkland & Ellis International LLP

Justin You Zhou,
Partner, Kirkland & Ellis International LLP

John Fung, Partner, KPMG Huazhen
LLP

CORRESP
1
filename1.htm

January 10, 2024

    VIA EDGAR

    Ms. Erin Purnell

    Mr. Thomas Jones

    Ms. Melissa Gilmore

    Mr. Kevin Stertzel

    Division of Corporation Finance

    Office of Manufacturing

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

 Re: Lotus Technology Inc. (the “Company”)

Registration Statement on Form F-4

File No. 333-275001

Dear Ms. Purnell,
Mr. Jones, Ms. Gilmore and Mr. Stertzel,

Pursuant
to Rule 461 of Regulation C (“Rule 461”) under the Securities Act of 1933, as amended, the Company
hereby respectfully requests that the effective date of the Company’s Registration Statement on Form F-4 (File
No. 333-275001) be accelerated by the Securities and Exchange Commission to 4:00 p.m. Eastern time on January 12, 2024 or
as soon as practicable thereafter.

If there is any change in the acceleration request
set forth above, the Company will promptly notify you of the change, in which case the Company may be making an oral request of acceleration
of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer
of the Company or by any attorney from the Company’s U.S. counsel, Skadden, Arps, Slate, Meagher & Flom LLP.

[Signature page follows]

    Very truly yours,

    Lotus Technology Inc.

    By:
    /s/ Qingfeng Feng

    Name:
    Qingfeng Feng

    Title:
    Director and Chief Executive Officer

 cc: Qingfeng Feng, Director and Chief Executive Officer, Lotus Technology Inc.

Alexious Lee, Director and Chief Financial Officer, Lotus
Technology Inc.

Chinta Bhagat, Co-Chief Executive Officer of L Catterton
Asia Acquisition Corp

Scott Chen, Co-Chief Executive Officer of L Catterton
Asia Acquisition Corp

Peter X. Huang, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

Shu Du, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

Jesse Sheley, Partner, Kirkland & Ellis
International LLP

Steve Lin, Partner, Kirkland & Ellis
International LLP

Joseph Casey Raymond, Partner, Kirkland &
Ellis International LLP

Justin You Zhou, Partner, Kirkland &
Ellis International LLP

John Fung, Partner, KPMG Huazhen LLP

United States securities and exchange commission logo
December 15, 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 Registration Statement on Form F-4
Filed December 5, 2023
File No. 333-275001
Dear Qingfeng Feng:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form F-4 filed December 5, 2023
Summary of the Proxy Statement/Prospectus
Permissions Required from the PRC Authorities for Lotus Tech's Operations, page 35
1.If you will be requesting effectiveness of your Form F-4 registration statement before
completing the CSRC process, please confirm in writing that you will notify us promptly
of any changes to your disclosure regarding or requested by the CSRC.

 FirstName LastNameQingfeng Feng
 Comapany NameLotus Technology Inc.
 December 15, 2023 Page 2
 FirstName LastName
Qingfeng Feng
Lotus Technology Inc.
December 15, 2023
Page 2
            Please 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.

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom

世
 達 國 際 律 師 事 務 所

Partners

Geoffrey Chan *

Shu Du *

Andrew L. Foster *

Chi T. Steve Kwok *

Edward H.P. Lam ¨*

Haiping Li *

Rory McAlpine ¨

Jonathan B. Stone *

Paloma P. Wang ¨

¨
(Also Admitted in England & Wales)

*
(Also Admitted in New York)

                                                                                                                             42/F, EDINBURGH
TOWER, THE LANDMARK

15
QUEEN’S ROAD CENTRAL, HONG KONG

________

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

December 5, 2023

 AFFILIATE OFFICES

-----------

BOSTON

CHICAGO

HOUSTON

LOS ANGELES

NEW YORK

PALO ALTO

WASHINGTON, D.C.

WILMINGTON

-----------

BEIJING

BRUSSELS

FRANKFURT

LONDON

MUNICH

PARIS

SÃO PAULO

SEOUL

SHANGHAI

SINGAPORE

TOKYO

TORONTO

    VIA EDGAR

    Ms. Erin Purnell

    Mr. Thomas Jones

    Ms. Melissa Gilmore

    Mr. Kevin Stertzel

    Division of Corporation Finance

    Office of Manufacturing

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

Re:
         Lotus Technology Inc. (CIK No. 0001962746)

Response to the Staff’s Comments on Amendment
No. 1 to

Registration Statement on Form F-4 filed November 15, 2023

Dear Ms. Purnell,
Mr. Jones, Ms. Gilmore and Mr. Stertzel,

On
behalf of our client, Lotus Technology Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 29,
2023 on the Company’s registration statement on Form F-4 filed with the Commission on November 15, 2023 (the “Amendment
No.1”).

Concurrently with the submission of this letter,
the Company is filing its amendment No.2 to the Registration Statement (the “Amendment No.2”) and certain exhibits
via EDGAR with the Commission.

U.S. Securities and Exchange Commission

December 5,
2023

Page 2

The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Amendment No.2 where the language
addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment
No.2. The changes reflected in the Amendment No.2 include those made in response to the Staff’s comments as well as other updates.

Amendment No. 1 to Registration Statement on Form F-4
filed November 15, 2023

Recent Development of Lotus Tech, page 39

 1. Please revise the disclosure in this section to remove any implication that investors should not rely on the information presented.
If you choose to disclose preliminary results, you should be able to assert that the actual results are not expected to differ materially
from that reflected in the preliminary results. Additionally, revise your disclosures to prominently label as preliminary at the beginning
of your discussion.

The Company acknowledges the Staff’s comment. The Company
has updated Recent Developments of Lotus Tech with the unaudited condensed consolidated financial statements of Lotus Tech as of and for
the nine months ended September 30, 2023.

Unaudited Pro Forma Condensed Combined Financial Information,
page 326

 2. Please revise you reference that the LCAA's unaudited information as of and for the six months ended June 30, 2023 are included
elsewhere in the proxy statement/prospectus.

In response to the Staff’s comment, the Company has
revised the disclosure on page 336 of the Amendment No.2.

*              *             *

U.S. Securities and Exchange Commission

December 5,
2023

Page 3

If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852 3740 4858 or via email
at shu.du@skadden.com.

    Very truly yours,

    /s/ Shu Du

    Shu Du

 cc: Qingfeng Feng, Director and Chief Executive
                                            Officer, Lotus Technology Inc.

Alexious Lee, Director and Chief Financial Officer, Lotus
Technology Inc.

Chinta Bhagat, Co-Chief Executive Officer of L Catterton
Asia Acquisition Corp

Scott Chen, Co-Chief Executive Officer of L Catterton
Asia Acquisition Corp

Peter X. Huang, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

Shu Du, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

Jesse Sheley, Partner, Kirkland & Ellis
International LLP

Steve Lin, Partner, Kirkland & Ellis
International LLP

Joseph Casey Raymond, Partner, Kirkland &
Ellis International LLP

Justin You Zhou, Partner, Kirkland &
Ellis International LLP

John Fung, Partner, KPMG Huazhen LLP

United States securities and exchange commission logo
November 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. 1 to Registration Statement on Form F-4
Filed November 15, 2023
File No. 333-275001
Dear Qingfeng Feng:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form F-4 filed November 15, 2023
Recent Development of Lotus Tech, page 39
1.Please revise the disclosure in this section to remove any implication that investors should
not rely on the information presented. If you choose to disclose preliminary results, you
should be able to assert that the actual results are not expected to differ materially from
that reflected in the preliminary results.  Additionally, revise your disclosures to
prominently label as preliminary at the beginning of your discussion.
Unaudited Pro Forma Condensed Combined Financial Information, page 326
2.Please revise you reference that the LCAA's unaudited information as of and for the six
months ended June 30, 2023 are included elsewhere in the proxy statement/prospectus.

 FirstName LastNameQingfeng Feng
 Comapany NameLotus Technology Inc.
 November 29, 2023 Page 2
 FirstName LastName
Qingfeng Feng
Lotus Technology Inc.
November 29, 2023
Page 2
            Please 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.

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom

    Partners

 Geoffrey Chan *

Shu Du *

Andrew L. Foster *

 Chi T. Steve Kwok *

 Edward H.P. Lam ¨*

 Haiping Li *

 Rory McAlpine ¨

Jonathan B. Stone *

 Paloma P. Wang ¨

¨ (Also Admitted in England & Wales)

*
(Also Admitted in New York)

    世達國際律師事務所

42/F, EDINBURGH TOWER, THE LANDMARK

15
QUEEN’S ROAD CENTRAL, HONG KONG

________

TEL: (852) 3740-4700

FAX: (852) 3740-4727

www.skadden.com

November 15, 2023

    AFFILIATE OFFICES

    -----------

    BOSTON

    CHICAGO

    HOUSTON

    LOS ANGELES

    NEW YORK

    PALO ALTO

    WASHINGTON, D.C.

    WILMINGTON

    -----------

    BEIJING

    BRUSSELS

    FRANKFURT

    LONDON

    MUNICH

    PARIS

    SÃO PAULO

    SEOUL

    SHANGHAI

    SINGAPORE

    TOKYO

    TORONTO

VIA EDGAR

Ms. Erin Purnell

Mr. Thomas Jones

Ms. Melissa Gilmore

Mr. Kevin Stertzel

Division of Corporation Finance

Office of Manufacturing

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Lotus Technology Inc. (CIK No. 0001962746)

Response to the Staff’s Comments on Registration
Statement on Form F-4 Filed on October 16, 2023

Dear
Ms. Purnell, Mr. Jones, Ms. Gilmore and Mr. Stertzel,

On
behalf of our client, Lotus Technology Inc., a foreign private issuer organized under the laws of the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated November 3, 2023 on
the Company’s registration statement on Form F-4 filed with the Commission on October 16, 2023 (the “Registration Statement”).

Concurrently with the submission of this letter,
the Company is filing its amendment No.1 to the Registration Statement (the “Amendment No.1”) and certain exhibits
via EDGAR with the Commission.

U.S. Securities and Exchange Commission

November 15, 2023

Page
2

The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references
in the Amendment No.1 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein
have the meanings set forth in the Amendment No.1. The changes reflected in the Amendment No.1 include those made in response to
the Staff’s comments as well as other updates.

Registration Statement on Form F-4 filed October
16, 2023

What is the effective underwriting fee that
will be received by the underwriter for the IPO?, page 24

 1. We note the disclosure that CS has waived the deferred underwriting commissions that would otherwise be due to it upon the closing
of the business combination. Please revise your pro forma financial information and relevant disclosure referring to the payment of deferred
underwriting commissions.

In response to the Staff’s comment,
the Company has revised the disclosure on pages 331 and 337 of the of the Amendment No.1.

Compensation of Directors and Executive Officers,
page 340

 2. Please update the compensation disclosure for the most recently completed fiscal year.

In response to the Staff’s comment,
the Company has revised the disclosure on page 346 of the of the Amendment No.1.

Jurisdiction and Arbitration, page 363

 3. We note section 7.6 of the deposit agreement filed as Exhibit 4.2 and the new disclosure on page 364 that the deposit agreement
includes an exclusive jurisdiction provision and the right of the depositary to refer any claims brought for arbitration. Please disclose
on page 364 and in the Risk Factors section how the exclusive jurisdiction provision and the arbitration provision impacts ADS holders
and address any question as to the enforceability of the arbitration provision. In addition, disclose in your registration statement and
the depositary agreement that despite agreeing to the arbitration provision, investors will not be deemed to have waived the company’s
or the depositary’s compliance with the federal securities laws and the rules and regulations thereunder. Finally, please disclose
in your deposit agreement that the arbitration provisions do not apply to the federal securities laws.

U.S. Securities and Exchange Commission

November 15, 2023

Page
3

The
Company confirms that the arbitration provisions in the deposit agreement only govern disputes or differences arising from or in
connection with the relationship created by the deposit agreement and expressly state that they do not preclude any investor from bringing
a claim arising under the Securities Act or the Exchange Act in federal courts and that no disclaimer of liability under the Securities
Act or the Exchange Act is intended by any provision of the deposit agreement.

The
Company draws the Staff’s attention to Section 7.6 (Governing Law and Jurisdiction), paragraph 3, of the deposit agreement filed
as Exhibit 4.2:

“The Company, the Depositary and
by holding an American Depositary Share (or interest therein) Holders and Beneficial Owners each agree that, notwithstanding the foregoing,
with regard to any claim or dispute or difference of whatever nature between or involving the parties hereto arising directly or indirectly
from the relationship created by this Deposit Agreement, the Depositary, in its sole discretion, shall be entitled to refer such dispute
or difference for final settlement by arbitration (“Arbitration”) in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (the “Rules”) then in force. The arbitration shall be conducted by three arbitrators, one
nominated by the Depositary, one nominated by the Company, and one nominated by the two party-appointed arbitrators within 30 calendar
days of the confirmation of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limits specified
herein and in the Rules, then such arbitrator shall be appointed by the American Arbitration Association in accordance with the Rules.
Judgment upon the award rendered by the arbitrators may be enforced in any court having jurisdiction thereof. The seat and place of any
reference to arbitration shall be New York City, New York, and the procedural law of such arbitration shall be New York law. The language
to be used in the arbitration shall be English. The fees of the arbitrator and other costs incurred by the parties in connection with
such Arbitration shall be paid by the party or parties that is (are) unsuccessful in such Arbitration. For the avoidance of doubt this
paragraph does not preclude Holders and Beneficial Owners from pursuing claims under the Securities Act or the Exchange Act in federal
courts.”

The
Company draws the Staff’s attention to Section 5.2 (Exoneration), paragraph 3, of the deposit agreement filed as Exhibit 4.2:

U.S. Securities and Exchange Commission

November 15, 2023

Page
4

“No disclaimer of liability under
the Securities Act or the Exchange Act is intended by any provision of this Deposit Agreement.”

In response to the Staff’s comment,
the Company has included a new risk factor on page 148 and revised the disclosure on page 370 of the Amendment No.1.

Jury Trial Waiver, page 364

 4. We note section 25 of the deposit agreement filed as Exhibit 4.2 and the new disclosure on page 364 that the deposit agreement
includes a jury trial waiver which applies to claims under the federal securities laws. Please disclose in this section and in the Risk
Factors section how the waiver impacts ADS holders and address any questions as to the enforceability of this provision. In addition,
disclose in your registration statement and the depositary agreement that despite agreeing to this provision, investors will not be deemed
to have waived the company’s or the depositary’s compliance with the federal securities laws and the rules and regulations
thereunder.

In response to the Staff’s comment, the Company draws
the Staff’s attention to Section 5.2 (Exoneration), paragraph 3, of the deposit agreement filed as Exhibit 4.2, which provides that
“No disclaimer of liability under the Securities Act or the Exchange Act is intended by any provision of this Deposit Agreement.”

This language was discussed and agreed with the Staff on
a conference call on September 4, 2018 between the Depositary, its counsel and the Staff in connection with this comment in another initial
public offering. This conversation included both the Staff examiner and the examiner’s supervisor in that matter.  In connection
with that discussion and to clarify that the Company and Depositary have to comply with the Securities Act and Exchange Act, the Depositary’s
form of deposit agreement was revised as set forth above.

In
response to the Staff’s comment, the Company has revised the disclosure to include a new risk factor on pages 148-149, which also
reflects the language agreed in Section 5.2 (Exoneration), and the disclosure on page 370 of the Amendment No.1.

Item 21. Exhibits and Financial Statement Schedules,
page II-2

 5. You indicate that you have redacted information from Exhibit 10.6 pursuant to Item 601(b)(10)(iv) of Regulation S-K, but it is
not clear which information has been redacted. Please revise the exhibit to clearly show the redactions or correct the designation in
the footnotes.

U.S. Securities and Exchange Commission

November 15, 2023

Page
5

In response to the Staff’s comment,
the Company has revised the label of Exhibit 10.6 to indicate that certain schedules of the Exhibit 10.6 have been omitted pursuant to
Item 601(a)(5) of Regulation S-K. Exhibit 10.6 is filed concurrently with the Amendment No.1.

 6. Please have counsel provide a final, executed version of Exhibit 5.2 in a pre-effective amendment to the proxy statement/prospectus.

In response to the Staff’s comment,
executed version of Exhibit 5.2 is filed concurrently with the Amendment No.1.

General

 7. Please provide us with any correspondence between CS and the target relating to CS's resignation.

In response to the Staff’s comment, the Company
has supplementally submitted to the Staff under separate cover copies of its correspondence with Credit Suisse Securities (USA) LLC
(“CS”) regarding the termination of CS’s engagements as joint placement agent to LTC and exclusive equity capital
markets advisor to LCAA. The Company respectfully advises that no other relevant correspondence exists between CS and the Company
and/or LCAA relating to CS’s resignation.

 8. Please provide us with the engagement letter between the target and CS. Please disclose any ongoing obligations of the Company
pursuant to the engagement letter that will survive the termination of the engagement, such as indemnification provisions, rights of first
refusal, and lockups, and discuss the impacts of those obligations on the company in the registration statement.

In response to the Staff’s comment, the Company
has supplementally submitted to the Staff under separate cover copies of the engagement letters regarding CS’s engagements as
joint placement agent to LTC and exclusive equity capital markets advisor to LCAA and revised the disclosure on pages 25, 143 and
200 of the Amendment No.1.

 9. Disclose whether CS provided you with any reasons for the fee waiver. If there was no dialogue and you did not seek out the reasons
why CS was waiving deferred fees, despite already completing their services, please indicate so in your registration statement. Further,
revise the risk factor disclosure to explicitly clarify that CS has performed all their obligations to obtain the fee and therefore is
gratuitously waiving the right to be compensated.

U.S. Securities and Exchange Commission

November 15, 2023

Page
6

In response to the Staff’s comment,
the Company has revised the disclosure on pages 25, 26, 144, 199, 200 and 220 of the Amendment No.1.

*             *             *

U.S. Securities and Exchange Commission

November 15, 2023

Page
7

If you have any questions regarding the Registration
Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com.

    Very truly yours,

    /s/ Shu Du

    Shu Du

 cc: Qingfeng Feng, Director and Chief Executive Officer, Lotus Technology Inc.

Alexious Lee, Director and Chief Financial
Officer, Lotus Technology Inc.

Chinta Bhagat, Co-Chief Executive Officer
of L Catterton Asia Acquisition Corp

Scott Chen, Co-Chief Executive Officer
of L Catterton Asia Acquisition Corp

Peter X. Huang, Partner, Skadden, Arps,
Slate, Meagher & Flom LLP

Shu Du, Partner, Skadden, Arps, Slate, Meagher
& Flom LLP

Jesse Sheley, Partner, Kirkland & Ellis International
LLP

Steve Lin, Partner, Kirkland & Ellis International
LLP

Joseph Casey Raymond, Partner, Kirkland & Ellis
International LLP

Justin You Zhou, Partner, Kirkland & Ellis
International LLP

John Fung, Partner, KPMG Huazhen LLP

United States securities and exchange commission logo
November 3, 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.
Registration Statement on Form F-4
Filed October 16, 2023
File No. 333-275001
Dear Qingfeng Feng:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4 filed October 16, 2023
What is the effective underwriting fee that will be received by the underwriter for the IPO?, page
24
1.We note the disclosure that CS has waived the deferred underwriting commissions that
would otherwise be due to it upon the closing of the business combination. Please revise
your pro forma financial information and relevant disclosure referring to the payment of
deferred underwriting commissions.
Compensation of Directors and Executive Officers, page 340
2.Please update the compensation disclosure for the most recently completed fiscal year.

 FirstName LastNameQingfeng Feng
 Comapany NameLotus Technology Inc.
 November 3, 2023 Page 2
 FirstName LastName
Qingfeng Feng
Lotus Technology Inc.
November 3, 2023
Page 2
Jurisdiction and Arbitration, page 363
3.We note section 7.6 of the deposit agreement filed as Exhibit 4.2 and the new disclosure
on page 364 that the deposit agreement includes an exclusive jurisdiction provision and
the right of the depositary to refer any claims brought for arbitration.  Please disclose on
page 364 and in the Risk Factors section how the exclusive jurisdiction provision and the
arbitration provision impacts ADS holders and address any question as to the
enforceability of the arbitration provision. In addition, disclose in your registration
statement and the depositary agreement that despite agreeing to the arbitration provision,
investors will not be deemed to have waived the company’s or the depositary’s
compliance with the federal securities laws and the rules and regulations thereunder.
Finally, please disclose in your deposit agreement that the arbitration provisions do not
apply to the federal securities laws.
Jury Trial Waiver, page 364
4.We note section 25 of the deposit agreement filed as Exhibit 4.2 and the new disclosure on
page 364 that the deposit agreement includes a jury trial waiver which applies to claims
under the federal securities laws. Please disclose in this section and in the Risk Factors
section how the waiver impacts ADS holders and address any questions as to the
enforceability of this provision. In addition, disclose in your registration statement and the
depositary agreement that despite agreeing to this provision, investors will not be deemed
to have waived the company’s or the depositary’s compliance with the federal securities
laws and the rules and regulations thereunder.
Item 21. Exhibits and Financial Statement Schedules, page II-2
5.You indicate that you have redacted information from Exhibit 10.6 pursuant to Item
601(b)(10)(iv) of Regulation S-K, but it is not clear which information has been redacted.
Please revise the exhibit to clearly show the redactions or correct the designation in the
footnotes.
6.Please have counsel provide a final, executed version of Exhibit 5.2 in a pre-effective
amendment to the proxy statement/prospectus.
General
7.Please provide us with any correspondence between CS and the target relating to
CS's resignation.
8.Please provide us with the engagement letter between the target and CS.  Please disclose
any ongoing obligations of the Company pursuant to the engagement letter that will
survive the termination of the engagement, such as indemnification provisions, rights of
first refusal, and lockups, and discuss the impacts of those obligations on the company in
the registration statement.

 FirstName LastNameQingfeng Feng
 Comapany NameLotus Technology Inc.
 November 3, 2023 Page 3
 FirstName LastName
Qingfeng Feng
Lotus Technology Inc.
November 3, 2023
Page 3
9.Disclose whether CS provided you with any reasons for the fee waiver. If there was no
dialogue and you did not seek out the reasons why CS was waiving deferred fees, despite
already completing their services, please indicate so in your registration statement.
Further, revise the risk factor disclosure to explicitly clarify that CS has performed all
their obligations to obtain the fee and therefore is gratuitously waiving the right to be
compensated.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please 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.

October 17, 2023

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

 Re:  Registration Statement on Form F-4 (Registration No. 333-275001 )

To whom it may concern:
Reference is made to the above -referenced registration statement (the
“Registration Statement”) of Lotus Technology Inc. (the “Issuer”) under the Securities
Act of 1933, as amended (the “Securities Act”) with respect to a proposed business
combination invo lving a merger, consolidation, exchange of securities, acquisition of
assets, or similar transaction involving a special purpose acquisition company and one or
more target companies (the “Transaction”). The Registration Statement has not yet been
declared effective as of the date of this letter.
This letter is to advise you that, effective as of October 16 , 202 3, our firm
has resigned from, or ceased or refused to act in, every capacity and relationship in which
we were described in the Registration Statem ent as acting or agreeing to act with respect
to the Transaction.
Therefore, we hereby advise you and the Issuer, pursuant to
Section  11(b)(1) of the Securities Act, that none of our firm, any person who controls it
(within the meaning of either Section 1 5 of the Securities Act or Section 20 of the
Securities Exchange Act of 1934, as amended) or any of its affiliates (within the meaning
of Rule 405 under the Securities Act) will be responsible for any part of the Registration
Statement. This notice is not intended to constitute an acknowledgment or admission that
we have been or are an underwriter (within the meaning of Section 2(a)(11) of the
Securities Act or the rules and regulations promulgated thereunder) with respect to the
Transaction.

  Sincerely,
 CREDIT SUISSE SECURITIES (USA) LLC

 By:
 Name:
 Title:

cc:  Alexious Lee,  Lotus Technology Inc.
  Chinta Bhagat , L Catterton Asia Acquisition Corp.
  Scott Chen, L Catterton Asia Acquisition Corp.
Ilir Mujalovic, Shearman & Sterling LLP
Harald Halbhuber, Shearman & Sterling LLP
Kyungwon Lee , Shearman & Sterling LLP
Shu Du , Skadden, Arps, Slate, Meagher & Flom LLP
Peter X. Huang, Skadden, Arps, Slate, Meagher & Flom LLP
Jesse Sheley, Kirkland & Ellis International LLP
Joseph C asey Raymond, Kirkland & Ellis International LLP

Santiago Gilfond
Managing Director

CORRESP
1
filename1.htm

Skadden,
Arps, Slate, Meagher & Flom

    世達國際律師事務所

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    FAX: (852) 3740-4727

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    AFFILIATE OFFICES

    Partners

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    Shu Du *

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    Andrew L. Foster *

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October 16, 2023

    VIA EDGAR

    Ms. Erin Purnell

    Mr. Thomas Jones

    Ms. Melissa Gilmore

    Mr. Kevin Stertzel

    Division of Corporation Finance

    Office of Manufacturing

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

 Re: Lotus Technology Inc. (CIK No. 0001962746)

Response to the Staff’s Comments on the Draft
Registration

Statement on Form F-4 Confidentially Submitted September 15, 2023

Dear Ms. Purnell, Mr. Jones, Ms. Gilmore and Mr. Stertzel,

On behalf of our client, Lotus Technology Inc.,
a foreign private issuer organized under the laws of the Cayman Islands (the “Company”), we submit to the staff (the
 “Staff”) of the Securities and Exchange Commission (the “Commission”) this letter setting forth
the Company’s responses to the comments contained in the Staff’s letter dated September 29, 2023 on the Company’s
draft registration statement on Form F-4 confidentially submitted on September 15, 2023 (the “Draft Registration Statement”).

Concurrently with the submission of this letter,
the Company is submitting its registration statement on Form F-4 (the “Registration Statement”) and certain exhibits
via EDGAR with the Commission.

U.S. Securities and Exchange Commission

October 16, 2023

Page 2

The Staff’s comments are repeated below
in bold and are followed by the Company’s responses. We have included page references in the Registration Statement where
the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth
in the Registration Statement.

In addition to addressing the comments contained
in the Staff’s letter dated September 29, 2023, the Company has updated the Registration Statement to include its unaudited
interim condensed consolidated and combined financial statements as of June 30, 2023 and for the six months ended June 30,
2023 and 2022  as well as other updates.

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.

In response to the Staff’s comment, the Company has
revised the disclosure on page 242 of the Registration Statement.

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 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.

In response to the Staff’s comment,
the Company has restored the disclosure in Risk Factors relating to legal and operational risks associated with operating in China and
PRC regulations in the Registration Statement.

*	     *	     *

U.S. Securities and Exchange Commission

October 16, 2023

Page 3

If you have any questions regarding the Registration
Statement, please contact the undersigned by phone at +852 3740 4858 or via email at shu.du@skadden.com.

    Very truly yours,

    /s/ Shu Du

    Shu Du

 cc: Qingfeng Feng, Director and Chief Executive Officer, Lotus Technology
                                            Inc.

Alexious Lee, Director and Chief Financial Officer, Lotus
Technology Inc.

Chinta Bhagat, Co-Chief Executive Officer of L Catterton
Asia Acquisition Corp

Scott Chen, Co-Chief Executive Officer of L Catterton
Asia Acquisition Corp

Peter X. Huang, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

Shu Du, Partner, Skadden, Arps, Slate, Meagher &
Flom LLP

Jesse Sheley, Partner, Kirkland & Ellis
International LLP

Steve Lin, Partner, Kirkland & Ellis
International LLP

Joseph Casey Raymond, Partner, Kirkland &
Ellis International LLP

Justin You Zhou, Partner, Kirkland &
Ellis International LLP

John Fung, Partner, KPMG Huazhen LLP

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.

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.

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 Comapany NameLotus Technology Inc.
 August 8, 2023 Page 2
 FirstName LastName
Qingfeng Feng
Lotus Technology Inc.
August 8, 2023
Page 2
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.

 FirstName LastNameQingfeng Feng
 Comapany NameLotus Technology Inc.
 August 8, 2023 Page 3
 FirstName LastName
Qingfeng Feng
Lotus Technology Inc.
August 8, 2023
Page 3
            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.

United States securities and exchange commission logo
March 31, 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.
Draft Registration Statement on Form F-4
Submitted March 6, 2023
CIK No. 0001962746
Dear Qingfeng Feng:
            We have reviewed your 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.
Draft Registration Statement on Form F-4 submitted March 6, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, is, is controlled by, or has
substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on

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 Comapany NameLotus Technology Inc.
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 FirstName LastNameQingfeng Feng
Lotus Technology Inc.
March 31, 2023
Page 2
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further,
disclose that the time necessary for government review of the transaction or a decision to
prohibit the transaction could prevent you from completing an initial business
combination and require you to liquidate. Disclose the consequences of liquidation to
investors, such as the losses of the investment opportunity in a target company, any price
appreciation in the combined company, and the warrants, which would expire worthless.
2.We note the disclosure on pages 13-14 and elsewhere that there are significant factual and
legal uncertainties as to whether the business combination will qualify as a
reorganization. If tax counsel is unable to opine on the material tax consequences, please
state this fact clearly. Please revise the cover page to provide a prominent discussion of
the legal and factual uncertainties associated with the potential tax consequences and
highlight that the business combination may be a taxable event for U.S. holders.
3.Please expand your disclosure regarding the sponsor’s ownership interest in the target
company. Disclose the approximate dollar value of the interest based on the transaction
value and recent trading prices as compared to the price paid.
4.We note the disclosure on page 18 and elsewhere about the provisions in the articles
waiving the corporate opportunities doctrine.  Please address this potential conflict of
interest and whether it had an impact on your search for an acquisition target.
5.We note the disclosure on page 18 and elsewhere that certain shareholders have waived
their rights to liquidation dividends and conversion price adjustments.  Please describe any
considration provided in exchange for these agreements.
6.We note your disclosure on page 89 regarding Russia's invasion of Ukraine. Please revise
your filing, as applicable, to provide more specific disclosure related to the direct or
indirect impact that Russia's invasion of Ukraine and the international response have had
or may have on your business. For additional guidance, please see the Division of
Corporation Finance's Sample Letter to Companies Regarding Disclosures Pertaining to
Russia’s Invasion of Ukraine and Related Supply Chain Issues, issued by the Staff in May
2022.
7.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants. Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants. Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.
Cover Page
8.Please expand the disclosure about "investors in LTC are not acquiring equity interest in
any operating company but instead are acquiring interest in a Cayman Islands holding
company" to, if applicable, explain whether the VIE structure is used to replicate foreign

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 Comapany NameLotus Technology Inc.
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 FirstName LastName
Qingfeng Feng
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March 31, 2023
Page 3
investment in Chinese-based companies where Chinese law prohibits direct foreign
investment in the operating companies. Also, revise the references to the "value of the
securities of LTC to significantly decline" to also disclose the value could become
worthless.  In addition, expand your disclosure about authorities could "disallow this
structure" to acknowledge that authorities could disallow this structure, which would
likely result in a material change in your operations and/or value of your ordinary shares,
including that it could cause the value of such securities to significantly decline or become
worthless.
9.We note the disclosure that "Investors may never directly hold equity interests in the
VIE."  Please revise the disclosure to clarify that the investors will never directly hold
equity interests in the VIE.
10.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of your ordinary shares or could significantly limit or completely hinder
your ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless. Your disclosure should address how
recent statements and regulatory actions by China’s government, such as those related to
the use of variable interest entities and data security or anti-monopoly concerns, has or
may impact the company’s ability to conduct its business, accept foreign investments, or
list on an U.S. or other foreign exchange. Your prospectus summary should address, but
not necessarily be limited to, the risks highlighted on the prospectus cover page.
11.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs, if
applicable, when providing the disclosure throughout the document so that it is clear to
investors which entity the disclosure is referencing and which subsidiaries or entities are
conducting the business operations. Refrain from using terms such as “we” or “our” when
describing activities or functions of a VIE, if applicable.
12.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings. State whether any transfers, dividends, or
distributions have been made to date between the holding company and its subsidiaries, or
to investors, and quantify the amounts where applicable. Also, disclose here and in the
prospectus summary whether you have cash management policies and procedures that
dictate how funds are transferred, and if so, describe these policies and procedures.
13.Please disclose on your cover page that following the business combination you will be a
"controlled company" within the meaning of NASDAQ rules and the controlling
shareholders' anticipated total voting power. Also disclose on the cover page that you will
be a "foreign private issuer" and the related exemptions on which you will be entitled to
rely.

 FirstName LastNameQingfeng Feng
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 March 31, 2023 Page 4
 FirstName LastName
Qingfeng Feng
Lotus Technology Inc.
March 31, 2023
Page 4
Industry and Market Data, page 3
14.We note your disclosure that information in the proxy statement/prospectus is based on
information obtained from industry publications, and reports and forecasts and that you
have not independently verified the accuracy or completeness of any such information.
This disclosure appears to imply a disclaimer of responsibility for this information in the
proxy statement/prospectus. Please either revise this section to remove such implication or
specifically state that you are liable for all information in the proxy statement/prospectus.
15.Please clarify whether you commissioned any of the third-party data presented in your
proxy statement/prospectus.  To the extent that you commissioned any such data, please
provide the consent of the third party in accordance with Rule 436.
Questions and Answers about the Business Combination, page 10
16.We note the disclosure on page 14 that "there are significant factual and legal
uncertainties as to whether the Business Combination will qualify as a reorganization
within the meaning of Section 368(a) of the Code."  Please revise the disclosure on page
14 to briefly describe the "significant factual and legal uncertainties."
What interests does the Sponsor have in the Business Combination?, page 17
17.Please revise the response to this question and elsewhere in the prospectus, as appropriate,
to clarify if the Sponsor and its affiliates can earn a positive rate of return on their
investment, even if other shareholders experience a negative rate of return in the post-
business combination company.
Corporate History and Structure of Lotus Tech, page 26
18.Please ensure that the diagram on page 27 is legible.
Cash and Asset Flows through Lotus Tech's Organization, page 30
19.Please revise this section to provide a clear description of how cash is transferred through
your organization. Disclose your intentions to distribute earnings or settle amounts owed
under the VIE agreements. Quantify any cash flows and transfers of other assets by type
that have occurred between the holding company, its subsidiaries, and the consolidated
VIEs, and direction of transfer. Quantify any dividends or distributions that a subsidiary or
consolidated VIE have made to the holding company and which entity made such transfer,
and their tax consequences. Similarly quantify dividends or distributions made to U.S.
investors, the source, and their tax consequences. Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date. Describe any restrictions on
foreign exchange and your ability to transfer cash between entities, across borders, and to
U.S. investors. Describe any restrictions and limitations on your ability to distribute
earnings from the company, including your subsidiaries and/or the consolidated VIEs, to
the parent company and U.S. investors as well as the ability to settle amounts owed under

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 FirstName LastNameQingfeng Feng
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March 31, 2023
Page 5
the VIE agreements.
Risks Relating to our Corporate Structure, page 44
20.We note your disclosure on page 44 about risks relating to your corporate structure and
risks relating to doing business in China.  In your summary of risk factors, disclose the
risks that your corporate structure and being based in or having the majority of the
company’s operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross-references from each summary risk
factor to the more detailed discussion of these risks in the prospectus. For example,
specifically discuss risks arising from the legal system in China, including risks and
uncertainties regarding the enforcement of laws and that rules and regulations in China
can change quickly with little advance notice; and the risk that the Chinese government
may intervene or influence your operations at any time, or may exert more control over
offerings conducted overseas and/or foreign investment in China-based issuers, which
could result in a material change in your operations and/or the value of the securities.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
We are dependent on suppliers, many of whom are our single source suppliers, page 74
21.We note your disclosure that "many of the components used in our vehicles are purchased
from a single source, which exposes us to multiple potential sources of delivery failure or
component shortages."  Please update the risk factor to disclose, if applicable, that recent
supply chain disruptions have impacted your operations.
Covenants of LCAA, page 152
22.We note the disclosure in item (f) on page 153 about the extension until March 15, 2024.
Please expand the appropriate section to disclose the number and percentage of
shareholders who redeemed their shares in connection with the votes to approve the
extension.
Background of the Business Combination, page 163
23.Please revise your disclosure throughout this section to discuss in greater detail the
negotiations and discussions between the parties.  For example, discuss how the parties
determined an equity valuation of $5.5 billion as disclosed at the bottom of page 170.  As
another example, discuss in greater detail the "feedback from representatives of Geely and
Etika" mentioned on page 171.
24.We note that you state that the disclosure in this section is a brief description of LCAA’s
formation, LCAA’s previous engagements with business combination targets other than

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March 31, 2023
Page 6
LTC, and its negotiations with, and evaluation of, LTC. Please revise to clarify that you
have described all material contacts between the parties during the past two years.
25.Please expand the appropriate section to discuss the material terms of the put option
agreements mentioned on page 171.
Information about Lotus Tech, page 213
26.Please describe your "strategic relationship" with LVMH. Please discuss the material
terms of such relationship and file any agreements as exhibits to the proxy
statement/prospectus.
Eletre, page 217
27.We note that as of January 31, 2023, you have received over 5,000 orders for Eletre
globally. Please balance this statement with the disclosure in Risk Factors on page 70 that
orders may be cancelled despite their deposit payment and online confirmation.
Unaudited Pro Forma Condensed Combined Financial Information, page 283
28.We note your disclosure on page nine which states that LCAA must have net tangible
assets of at least $5,000,001 upon consummation of the business combination and LCAA
may not consummate the business combination if immediately prior to or upon
consummation, the net tangible assets are below the $5,000,001 threshold.   You further
state that unless LTC elects to waive the minimum available cash condition, the maximum
redemption scenario cannot occur.

As such, it appears you should m