Lotus Technology Inc. American Depositary Shares (LOT)
Filed: 10 Jan 24, 12:00am
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