Who is the actual controller of Company?
Company与Counterparty A Auto的关系：（1）Counterparty A Auto和Company属于同一实际控制人。Counterparty A Auto约75%的股份由Person A最终实际控制。而Company的单一最大股东是Subsidiary A，持有Company 27.6%，也由Person A实际控制。（2）此外，Company与Counterparty A Holding签署了多项协议，包括技术许可、制造合作和供应框架等，以确保供应链相关风险得到有效控制，并加速产品开发。这些合作使Company能够利用Counterparty A Holding的制造能力、采购和供应链的议价能力、资本投资和运营支持，从而加快其车辆的市场投放速度。 Company is an exempted company incorporated in the Cayman Islands and listed on Nasdaq as a foreign private issuer. Nasdaq listing rules permit a foreign private issuer like Company to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is Company's home country, may differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies. Company relies on the home country practice exemption available to foreign private issuers for the requirement under (i) Nasdaq Rule 5605(c)(2)(A) that each of the members of Company's audit committee must be an independent director as defined under Nasdaq Rule 5605(a)(2) and (ii) Nasdaq Rule 5620 that each issuer must hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year-end. Company may choose to follow additional home country practices in the future. Company is a “controlled company” as defined under the Nasdaq corporate governance rules because Person A owns more than 50% of Company's total voting power as of the date of this prospectus. As of the date of this prospectus, Person A indirectly owns more than 50% of the aggregate voting power of Company's total issued and outstanding share capital. As a result, Company qualifies as a “controlled company” within the meaning of Nasdaq’s corporate governance standards and has the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of Company's board of directors shall consist of independent directors and the requirement that Company's nominating and corporate governance committee and compensation committee shall be composed entirely of independent directors. See “Risk Factors    —    Risks Relating to Our Securities    —    As a company incorporated in the Cayman Islands and a “controlled company” within the meaning of the Nasdaq corporate governance rules, Company is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies or rely on exemptions that are available to a “controlled company”; these practices may afford less protection to shareholders than they would enjoy if Company complied fully with Nasdaq corporate governance listing standards.”
Company believes that its close relationship with Counterparty A provides the company with a unique competitive advantage in its ability to rapidly scale commercialization while maintaining an asset-light operating model with less upfront capital expenditure commitment than other original equipment manufacturers (OEMs). Company has entered into a variety of agreements, including agreements related to technology licensing, manufacturing cooperation, and supply of framework, among others, with Counterparty A. This strategic partnership with Counterparty A allows Company to effectively control supply chain-related risks and accelerate product development. Meanwhile, registered mortgage of property rights exists over certain leased properties before such properties are leased to some of Company's PRC subsidiaries. In addition, some registered addresses of Company's PRC subsidiaries are inconsistent with the actual operating addresses, and since the ownership certificates of certain leased properties have not been provided to Company by the lessors, Company cannot ensure whether the actual uses of such lands leased to some of its PRC subsidiaries are inconsistent with the planned use indicated on the ownership certificates of such lands. If Company's lease agreements are claimed as null and void by third parties who are the real owners of such leased real properties, Company could be required to vacate the properties, in the event of which Company could only initiate the claim against the lessors under lease agreements for indemnities for their breach of the leasing agreements. In addition, Company may not be able to renew its existing lease agreements before their expiration dates, in which case Company may be required to vacate the properties. However, the assumptions that underlie the prospective financial information are preliminary, and there can be no assurance that Company's actual results will be in line with its expectations. The prospective financial information covers multiple years, and such financial projections, by their nature, become subject to greater uncertainty with each succeeding year. In addition, whether actual operating and financial results and business developments will be consistent with Company's expectations and assumptions as reflected in the forecast depends on a number of factors, many of which are outside Company's control, including, but not limited to, those stated elsewhere in this “Risk Factors” section and the following: ● whether Company can obtain sufficient capital to sustain and grow its business; ● Company's ability to manage growth; ● whether Company can manage relationships with key suppliers; ● Company's ability to obtain necessary regulatory approvals; ● market demand for Company's vehicles; ● the timing and cost of new and existing marketing and promotional efforts; ● competition, including established and future competitors; ● Company's ability to retain existing key management, integrate recent hires, and attract, retain, and motivate qualified personnel; The State Administration for Market Regulation issued the Standard of Information Security Technology Personal Information Security Specification (2017 edition), which took effect in May 2018, and the Standard of Information Security Technology Personal Information Security Specification (2020 edition), which took effect in October 2020. Pursuant to these standards, any entity or individual who has the authority or right to determine the purposes for and methods of using or processing personal information is regarded as a personal data controller. Such personal data controller is required to collect information in accordance with applicable laws, and prior to collecting such data, the information provider’s consent is required. ● It is not possible to predict the actual number of American Depositary Shares (ADSs) that Company will sell under the Purchase Agreement to Counterparty A, or the actual gross proceeds resulting from those sales. ● The issuance of ADSs to Counterparty A will cause dilution to existing holders of Company's securities, and the sale of the ADSs acquired by Counterparty A, or the perception that such sales may occur, could cause the price of Company's securities to fall. ● Investors who purchase ADSs at different times will likely pay different prices. ● Company may not have access to the full amount available under the Purchase Agreement. ● Company's management team will have broad discretion over the use of the net proceeds from the sale of ADSs to Counterparty A, if any, and investors may not agree with how Company uses the proceeds, and the proceeds may not be invested successfully. ● If securities or industry analysts do not publish research, publish inaccurate or unfavorable research, or cease publishing research about Company, the price for Company's ADSs and the trading volume could decline significantly. Company believes that its close relationship with Counterparty A provides the company with a unique competitive advantage in its ability to rapidly scale commercialization while maintaining an asset-light operating model with less upfront capital expenditure commitment than other original equipment manufacturers (OEMs). Company has entered into a variety of agreements, including agreements related to technology licensing, manufacturing cooperation, and supply of framework, among others, with Counterparty A. The strategic partnership with Counterparty A allows Company to effectively control supply chain-related risks and accelerate product development. Company's ability to successfully operate its Global Commercial Platform will affect its ability to increase revenues. Company has taken steps to diversify its revenue sources, for example, by entering into the Distribution Agreement with Subsidiary A, pursuant to which Company is the exclusive global distributor (excluding the U.S., where Company International Limited will act as the head distributor with the existing regional distributor continuing its functions) for Subsidiary A to distribute Subsidiary A vehicles, parts, and certain tools, and to provide aftersales services, branding, marketing, and public relations for such vehicles, parts, and tools distributed by Company. These competitors also compete with Company in recruiting and retaining qualified research and development, sales, marketing, and management personnel, as well as in acquiring technologies complementary to, or necessary for, its products. Additional mergers and acquisitions in the electric vehicle and luxury automotive markets may result in even more resources being concentrated in these competitors. Company believes that its brand and history, its focus on design and experience, its advanced technologies, its relationship with Counterparty A and therefore the benefits it can obtain during the vehicle development phase, and its future-proof approach give it a competitive edge and allow it to formulate a highly differentiated go-to-market strategy. Company also has a scalable asset-light business model that it believes generates significant competitive advantages, allowing it to incur less upfront capital expenditure and focus on research and development and technologies. Company manufactures all BEV lifestyle models through a contract manufacturing partnership with Counterparty A, utilizing Counterparty A’s newly constructed, state-of-the-art manufacturing facilities dedicated to EVs in Wuhan, China, with a planned production capacity of 150,000 units annually. Leveraging Counterparty A’s readily available production capacity, Company believes it can execute its business plan with higher scalability and flexibility while limiting its upfront capital commitments compared to most other original equipment manufacturers (OEMs). Additionally, leveraging Counterparty A’s global supply chain network, strong bargaining power in procurement, and stable relationships established with reputable suppliers such as Vendor B, Vendor C, Vendor D, and Vendor E, Company can secure high-quality components at more competitive prices, which it believes would allow for better management of any supply chain disruption risk more effectively compared to other OEMs. Company brings customers a luxury retailing experience through a digital-first, omni-channel sales model to establish and develop direct relationships with customers, covering the entire spectrum of customer experience, both physically and virtually. Company operates premium stores in high-footfall locations, providing personalized and exclusive services to create a luxurious purchasing experience for customers. See “Risk Factors    —    Risks Relating to Our Securities    —    As a company incorporated in the Cayman Islands and a “controlled company” within the meaning of the Nasdaq corporate governance rules, Company is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies or rely on exemptions that are available to a “controlled company”; these practices may afford less protection to shareholders than they would enjoy if Company complied fully with Nasdaq corporate governance listing standards.” Company Company (Company) was incorporated as an exempted company in accordance with the laws and regulations of the Cayman Islands on August 9, 2021. The mailing address of Company's principal executive office is [redacted], and the phone number is [redacted]. Company's corporate website address is [redacted]. The information contained in, or accessible through, Company's website does not constitute a part of this prospectus. Company:   
Company.   
By: /s/ Person A Name: Person A Title: Director and Chief Executive Officer   
Holder:   
Person B   
By: /s/ Person B Name: Person B   
Address for Notices: [Signature Page to Registration Rights Agreement] Our ref YCU/792101-000002/29322419v2 Company.  
PO Box 309  
Ugland House  
Grand Cayman  
KY1-1104  
Cayman Islands 3 May 2024  
Dear Sirs, Meanwhile, registered mortgage of property rights exists over certain leased properties before such properties are leased to some of Company's PRC subsidiaries. In addition, some registered addresses of Company's PRC subsidiaries are inconsistent with the actual operating addresses, and since the ownership certificates of certain leased properties have not been provided to Company by the lessors, the company cannot ensure whether the actual uses of such lands leased to some of its PRC subsidiaries are inconsistent with the planned use indicated on the ownership certificates of such lands. If Company's lease agreements are claimed as null and void by third parties who are the real owners of such leased real properties, the company could be required to vacate the properties, in which event Company could only initiate the claim against the lessors under lease agreements for indemnities for their breach of the leasing agreements. In addition, Company may not be able to renew its existing lease agreements before their expiration dates, in which case the company may be required to vacate the properties. If Company is unable to maintain collaboration with Counterparty A, its financial performance would be directly and adversely affected. There can be no assurance that in such an event Company would be able to partner with other third parties to meet its needs on acceptable terms or at all. The expense and time required to complete any transition, and to ensure that vehicles manufactured at facilities of new third-party partners comply with Company's quality standards and regulatory requirements, may be greater than anticipated. Any of the foregoing could adversely affect Company's business, results of operations, financial condition, and prospects. Furthermore, Company's supply chain efficiency also relies heavily on Counterparty A, largely attributable to Counterparty A's bargaining power derived from its volume and reputation. Failure to maintain agreements or partnerships with Counterparty A could adversely affect Company's relationships with suppliers, and there is no assurance that in such an event Company would be able to maintain relationships with current suppliers or secure new suppliers to meet its needs on comparable and acceptable terms. [Table Level]  
- Table Title: Shareholder Distribution and Capital Allocation  
- Table Summary: This table outlines the distribution of ordinary shares among shareholders and their corresponding percentage of registered capital. Counterparty A and Subsidiary A are listed as the shareholders with specified share numbers and percentages.  
- Context: The table is related to an agreement concerning the transfer of shares between the Transferor and Transferee, including rights and conditions precedent. Following the table, the context involves resolutions in a shareholders' meeting regarding amendments to the Articles of Association.  
- Special Notes: The numbers of ordinary shares are identified by consecutive numbers, and the total capital is expressed in percentage terms.  

[Row Level]  
- Row 1: Counterparty A holds 800,000 ordinary shares, with consecutive numbers from 1 to 800,000, accounting for 80% of the registered capital.  
- Row 2: Subsidiary A holds 200,000 ordinary shares, with consecutive numbers from 800,001 to 1,000,000, representing 20% of the registered capital.  
- Row 3: The total number of ordinary shares is 1,000,000, comprising 100% of the registered capital. Company seeks to partner with reputable suppliers. Company leverages the Counterparty A ecosystem for the order of basic auto parts. Company intends to use most of the same core suppliers for its vehicles. Company has developed close relationships with key suppliers. These include a global leader in AI computing, which provides its chips for the advanced driver-assistance systems (ADAS) used in Company's vehicles; a leading developer of semiconductor technologies, which provides 8155 smart cockpit chips; and a leading manufacturer of lithium-ion batteries, which supplies batteries for Company's battery electric vehicles (BEVs). Most of these suppliers are key partners in the Counterparty A ecosystem and have years of strong partnership with Counterparty A. Company follows its internal process to select suppliers, taking into account quality, cost, and timing. Company has a part quality management team responsible for managing and ensuring that suppliers meet quality standards. The method for selecting suppliers depends on the nature of the supplies needed. For general parts that are widely available, Company examines proposals from multiple suppliers and chooses based on quality and price competitiveness, among other factors. Company collaborates with a battery electric vehicle (BEV) manufacturing facility in Wuhan, China, which is owned and operated by Counterparty A. This manufacturing plant is purpose-built for electric vehicles and incorporates advanced manufacturing technologies. Covering an area of over one million square meters, the plant has the capacity to produce up to 150,000 vehicles per year. The facility has been constructed as a brand-new, world-class plant for the production of electric vehicles. The plant is equipped to conduct stamping, welding, painting, and assembly, and features testing tracks, a quality inspection center, and a utility power and sewage treatment center. It includes an advanced system that allows vehicles to be transported into workshops using intelligent driving technology without any human intervention. The facility is also equipped with an approximately three-kilometer-long track for quality inspection. Customers can experience various driving activities such as racing, drifting, and off-roading on the track. The track includes nine left turns and seven right turns and can accommodate vehicles driving at speeds of up to 230 kilometers per hour in a straight line. By:/s/ Person A  
Name: Person A  
Title: Director and Chief Executive Officer The global sales digital platform provides a full suite of luxury retailing experiences, including a virtual showroom of the Company brand and products, an inquiry, order, purchasing and customization platform, and a reservation system for test driving, product delivery, and aftersales services, among others. Customers are offered a wide range of options for customization, including exterior, interior, and other functions and features. In addition to the fully digitalized online retail model supported by the Company App, Company adopts a direct sales model and has established co-partnership programs with some of the leading automotive dealers across all regions to expand its presence rapidly in an asset-light manner. As part of the Company brand’s philosophy of “born British and raised globally,” Company has developed a global sales and distribution network. Company and Subsidiary B have entered into a master distribution agreement pursuant to which a subsidiary of Company will be appointed as the global distributor for Subsidiary B. By: /s/ Person A  
Name: Person A  
Title: Director and Chief Financial Officer THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT Company COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. Counterparty A Subsidiary A SHARE SALE AND TRANSFER AGREEMENT relating to the sale and transfer of shares in Subsidiary C THIS SHARE SALE AND TRANSFER AGREEMENT (the “Agreement”) is made on September 27, 2024 (the “Signing Date”) [Table Level]
- Table Title: Ownership Structure of Shares Outstanding
- Table Summary: This table outlines the distribution of shares among different stakeholders of Company, highlighting both the number of shares and the percentage they represent of the total shares outstanding. It provides insights into the ownership stakes of various groups, such as Counterparty A Ordinary Shareholders, Merger Financing Investors, and others.
- Context: Before the table, it details amendments to a Sponsor Support Agreement affecting Sponsor Shares' vesting and earn-out conditions. After the table, it explains specifics about exchangeable notes, options, and shares issuable under the 2022 Share Incentive Plan.
- Special Notes: Footnotes indicate special calculations or conditions affecting certain shareholder categories, such as exclusions for exercisable options or details regarding convertible notes.

[Row Level]
Row 1: "Counterparty A Ordinary Shareholders, including the sponsor, own 8,427,821 shares, representing 1.2% of the total shares outstanding."

Row 2: "Merger Financing Investors hold 38,283,370 shares, accounting for 5.7% of the total ownership."

Row 3: "The holder of exchangeable notes possesses 36,597,038 shares, making up 5.4% of the total shares, as detailed in Footnote B."

Row 4: "Company Ordinary Shareholders are the major stakeholders with 542,850,129 shares, constituting 80.2% of the overall share ownership, according to Footnote C."

Row 5: "Counterparty B Convertible Note has 577,456 shares, representing a minor 0.1% of total shares, described in Footnote D."

Row 6: "Investor A owns 50,000,000 shares, which equals 7.4% of the total shares outstanding, as noted in Footnote E."

Row 7: "The total shares outstanding amount to 676,735,814, with all listed percentages summing to 100%." This Code applies to all directors, officers, employees, and consultants of Company, whether they work for Company on a full-time, part-time, consultative, or temporary basis (each, an “employee” and collectively, the “employees”). Certain provisions of the Code apply specifically to the chief executive officer, chief financial officer, other executive officers, senior vice presidents, vice presidents, and other members of the management of Company who have reached a certain level of seniority (each, a “senior employee,” and collectively, the “senior employees”). Certain provisions of the Code apply to relevant third parties in assistance with Company’s business. As Company’s highest governing body overseeing environmental, social, and governance (“ESG”) matters, the Board monitors and supervises business ethics pertaining to ESG matters. The Board of Directors of Company (the “Board”) has appointed the Chief Financial Officer as the Compliance Officer for Company (the “Compliance Officer”). If employees have any questions regarding the Code or would like to report any violation of the Code, please contact the Compliance Officer via email, report via Company’s “Compliance Reporting Platform,” or through other channels of communication. Customers can experience driving activities such as racing, drifting, and off-roading on the track, which has nine left turns and seven right turns and can accommodate vehicles driving at speeds of up to 230 kilometers per hour in a straight line. Company seeks to partner with reputable suppliers. Company leverages the Counterparty A Holding ecosystem for the order of basic auto parts. Company intends to use most of the same core suppliers for its vehicles. Company has developed close relationships with key suppliers. These include Counterparty B, a global leader in AI computing, which provides its chips for the advanced driver-assistance systems (ADAS) used in Company's vehicles; Counterparty C, a leading developer of semiconductor technologies, which provides 8155 smart cockpit chips; and Counterparty D, a leading manufacturer of lithium-ion batteries, which supplies batteries for Company's battery electric vehicles (BEVs). Most of these suppliers are key partners in the Counterparty A Holding ecosystem and have years of strong partnership with Counterparty A Holding. If neither Company nor Counterparty A Holding enters into longer-term supplier agreements with guaranteed pricing for parts or components, Company may be exposed to fluctuations in prices of components, materials, and equipment. For more details, see “—Risks Relating to Our Business and Industry — We are dependent on our suppliers, many of whom are our single source suppliers for the components they supply” and “—Risks Relating to Our Business and Industry — We could experience cost increases or disruptions in supply of raw materials or other components used in our vehicles.” Company may not succeed in continuing to maintain and strengthen its brand, and its brand and reputation could be harmed by negative publicity with respect to Company, its directors, officers, employees, shareholders, peers, business partners, or the automotive industry in general. Company's business and prospects will heavily depend on its ability to maintain and strengthen the “Company” brand associated with design, sustainability, and technological excellence. Company obtained licenses from Counterparty B to use the trademarks in the “Company” brand on lifestyle vehicles, parts, and components. If a third party knows or should have known the abovementioned illegal conduct but nevertheless obtains, uses, or discloses trade secrets of others, the third party may be deemed to have misappropriated the trade secrets of others. Business operators who violate the provisions of the Anti-Unfair Competition Law and cause others to suffer damages shall bear civil liability. Where the legitimate rights and interests of a business operator are harmed by unfair competition, the business operator may file a lawsuit with a People’s Court. The amount of compensation for a business operator who suffers damages due to unfair competition shall be determined on the basis of the actual losses suffered as a result of the infringement; where it is difficult to ascertain the actual losses, the amount of compensation shall be determined in accordance with the benefits gained by the infringing party from the infringement. If a business operator maliciously commits an act of infringing trade secrets and the case is serious, the amount of compensation may be determined at not less than one time and not more than five times the amount determined in accordance with the foregoing method. As a foreign private issuer, Company is also not subject to the requirements of Regulation FD (Fair Disclosure) promulgated under the Exchange Act. These exemptions and leniencies reduce the frequency and scope of information and protections available to shareholders in comparison to those applicable to shareholders of U.S. domestic reporting companies. As of the date of this prospectus, Person A indirectly owns more than 50% of the aggregate voting power of Company's total issued and outstanding share capital. As a result, Company qualifies as a “controlled company” within the meaning of Nasdaq’s corporate governance standards and has the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of Company's board of directors shall consist of independent directors and the requirement that Company's nominating and corporate governance committee and compensation committee shall be composed entirely of independent directors. Company views the manufacturers and suppliers it collaborates with as key partners throughout the vehicle development process. Company aims to leverage its partners’ industry expertise to ensure that each vehicle produced meets the company's strict quality standards. Company's collaboration with Counterparty A has established a strategic collaborative relationship with its major shareholder, Counterparty A, and its asset-light business model is supported by the Counterparty A ecosystem partners. Company expects its relationship with Counterparty A to allow the company to bring its vehicles to the market at an accelerated pace by leveraging Counterparty A’s manufacturing capacity, bargaining power in procurement and supply chain, capital investment, and operational support. Company entered into a manufacturing arrangement with Counterparty A for the manufacture of its vehicles for 10 years starting from 2022. Pursuant to the manufacturing agreement, Company commissioned Counterparty A for vehicle production and authorized Counterparty A to access its technologies for the production of such models. Company is mainly responsible for the design and development of the models, designation of suppliers, product announcement, and ensuring consistency with global standards of the Company brand. Company's ability to successfully operate its Global Commercial Platform will affect its ability to increase revenues. Company has taken steps to diversify its revenue sources, for example, by entering into the Distribution Agreement with Subsidiary B, pursuant to which Company is the exclusive global distributor (excluding the U.S., where Subsidiary C will act as the head distributor with the existing regional distributor continuing its functions) for Subsidiary B to distribute Subsidiary B vehicles, parts, and certain tools, and to provide aftersales services, branding, marketing, and public relations for such vehicles, parts, and tools distributed by Company. As of December 31, 2023, Company had 215 stores in its global distribution network. Major vehicle models currently in Company's global sales and distribution network include Model A, Model B, and future battery electric vehicle models, as well as certain sports car models that were or will be developed and manufactured by Subsidiary B, such as Model C (battery electric vehicle sports car) and Model D (internal combustion engine sports car). Company is a pioneering luxury battery electric vehicle (BEV) maker that designs and develops luxury lifestyle vehicles (non-sports car vehicles for daily usage) under the iconic British brand “Company” and sells all Company-branded cars. With over seven decades of racing heritage and proven leadership in the automotive industry, the Company brand symbolizes market-leading standards in performance, design, and engineering. Fusing proprietary next-generation technology built on world-class research and development capabilities and an asset-light model empowered by Counterparty A, Company is breaking new ground in electrification, digitization, and intelligence. The Company brand was founded in the U.K. in 1948 and has since established itself as a high-performance sports car brand with innovative engineering and cutting-edge technologies, renowned for its superior aerodynamics and lightweight design. The Company brand was born out of legendary success on the racetrack, including 13 FIA Formula 1 world titles and many other championship honors. In 2017, Counterparty A acquired a 51% stake in Subsidiary A and further positioned the company as a luxury lifestyle battery electric vehicle (BEV) maker. Company is a leading global intelligent and luxury mobility provider that designs and develops luxury lifestyle vehicles (non-sports car vehicles for daily usage) under the iconic British brand “Company” and sells all Company-branded cars. With over seven decades of racing heritage and proven leadership in the automotive industry, the Company brand symbolizes market-leading standards in performance, design, and engineering. Fusing proprietary next-generation technology built on world-class research and development capabilities and an asset-light model empowered by Counterparty A, Company is breaking new ground in electrification, digitization, and intelligence. The Company brand was founded in the U.K. in 1948 and has since established itself as a high-performance sports car brand with innovative engineering and cutting-edge technologies, renowned for its superior aerodynamics and lightweight design. The Company brand was born out of legendary success on the racetrack, including 13 FIA Formula 1 world titles and many other championship honors. In 2017, Counterparty A acquired a 51% stake in Subsidiary A and further positioned the company as a luxury lifestyle battery electric vehicle (BEV) maker. These related party agreements include the Technology License Agreement, the Manufacture Cooperation Agreement, and the Supply of Framework Agreement, among other areas. These agreements are described in more detail in this prospectus under “Certain Relationships and Related Person Transactions   —   Related Party Transactions.” These partnerships permit Company to benefit from Counterparty A’s decades of experience investing in established automakers while focusing its efforts on core areas of differentiation, such as design, research and development, performance, and rapid adoption of the latest technologies and sustainability solutions. Company intends to continue to rely on its partnership with Counterparty A as part of its strategy. Collaboration with Counterparty A for research and development, procurement, manufacturing, and engineering is subject to risks with respect to operations that are outside of Company's control. Company currently relies on and expects to continue to rely on its strategic partner, Counterparty A, in terms of research and development, procurement, manufacturing, and engineering with regard to its vehicles. By: /s/ Person A  
Name: Person A  
Title: Director and Chief Executive Officer Counterparty A Holding, a global mobility technology group with a proven track record in seeding BEV brands, has successfully incubated and revitalized a series of world-renowned brands with attractive financial profiles, including Volvo, Polestar, LYNK&CO., and Zeekr. Positioned as the only Counterparty A Holding-affiliated brand with sports car DNA, Company has received comprehensive support from Counterparty A Holding in manufacturing, supply chain, research and development, logistics infrastructure, and human capital, and is in the process of transforming from a British sports car company to a global pioneer of high-performance electric vehicles to bridge the gap between traditional sports cars and a new generation of electric vehicles. The global luxury battery electric vehicle (BEV) market is currently underserved, with only approximately 10 existing luxury BEV models, compared to over 100 internal combustion engine (ICE) luxury models, leaving consumers with limited choices. As an early mover in the global luxury BEV market, Company is leading the electrification transformation of this fast-growing luxury car segment, launching its E-segment BEV model years ahead of competitors. Company launched its first fully electric Hyper-SUV, the Eletre, in 2022. By maintaining a strong focus on research and development and innovation, Company expects to enjoy significant competitive advantages over other automotive brands in vehicle performance and driving experience. Asset-light business model supported by Counterparty A ecosystem. Company adopts an asset-light business model that leverages Counterparty A’s extensive resources in manufacturing, supply chain, research and development, logistics infrastructure, and human capital. Company benefits from Counterparty A’s newly constructed, state-of-the-art manufacturing facilities dedicated to electric vehicles in Wuhan, China, to manufacture its battery electric vehicle models, which allows the company to operate under a highly scalable model that can efficiently execute its business plan with limited upfront capital commitment. Leveraging Counterparty A’s global supply chain, Company can quickly establish and maintain relationships with top-tier global suppliers to secure stable supplies of critical components, particularly components such as batteries and automotive chips, which are susceptible to price volatility and supply disruption. Company believes the strong support from Counterparty A significantly enhances its ability to expand global operations more quickly, efficiently, and cost-effectively than other original equipment manufacturers. Focus on sustainability. In addition, whether actual operating and financial results and business developments will be consistent with Company's expectations and assumptions as reflected in the forecast depends on a number of factors, many of which are outside Company's control, including, but not limited to those stated elsewhere in this “Risk Factors” section and the following: ● whether Company can obtain sufficient capital to sustain and grow its business; ● Company's ability to manage growth; ● whether Company can manage relationships with key suppliers; ● Company's ability to obtain necessary regulatory approvals; ● market demand for Company's vehicles; ● the timing and cost of new and existing marketing and promotional efforts; ● competition, including established and future competitors; ● the overall economy's strength and stability globally and in jurisdictions where Company operates; ● regulatory, legislative, and political changes; and  
● consumer spending habits. The forecasts and projections also reflect assumptions regarding certain business decisions that are subject to change. Company also provides Counterparty A with the intellectual properties necessary for vehicle production. Counterparty A is mainly responsible for the ordering and inspection of raw materials, production planning, production quality control, logistics and transportation of manufactured vehicles, and construction and operation of the manufacturing plant. Particularly, quality control is carried out in accordance with Company's quality assurance framework and approved by Counterparty A. In addition, Counterparty A is responsible for obtaining certificates for the manufactured vehicles. Manufacturing Facility Company collaborates with a battery electric vehicle (BEV) manufacturing facility in Wuhan, China, which is owned and operated by Counterparty A. This manufacturing plant is purpose-built for electric vehicles, featuring advanced manufacturing technologies and covering an area of over one million square meters. The facility has been constructed as a brand-new, world-class plant to produce electric vehicles. It has the capability of conducting stamping, welding, painting, and assembly, and is equipped with testing tracks, a quality inspection center, and a utility power and sewage treatment center. The plant features an advanced system whereby vehicles can be transported into workshops using intelligent driving technology without any human intervention. Additionally, the facility includes an approximately three-kilometer-long track for quality inspection. By: /s/ Person A  
Name: Person A  
Title: Director and Chief Financial Officer [Table Level]  
- Table Title: Signatures of Company. Key Personnel  
- Table Summary: This table lists the signatures, capacities, and signing dates of key personnel at Company., as part of the company's registration statement. It provides insight into the roles and responsibilities of each individual within the organization.  
- Context: The table is part of a registration document for Company. filed with the Securities and Exchange Commission, authorizing representatives to undertake certain actions on behalf of Company.  
- Special Notes: All entries are dated September 19, 2024.  

[Row Level]  
Row 1: Person A, identified by the signature "/s/ Person A," is the Director and Chairman of the Board of Directors. The signing date is September 19, 2024.  

Row 2: Person B, identified by the signature "/s/ Person B," holds the position of Director and Chief Executive Officer (Principal Executive Officer). The signing date is September 19, 2024.  

Row 3: Person C, identified by the signature "/s/ Person C," serves as Director and Chief Financial Officer (Principal Financial and Accounting Officer). The signing date is September 19, 2024.  

Row 4: Person D, identified by the signature "/s/ Person D," holds the position of Director. The signing date is September 19, 2024.  

Row 5: Person E, identified by the signature "/s/ Person E," serves as Director. The signing date is September 19, 2024.  

Row 6: Person F, identified by the signature "/s/ Person F," is an Independent Director. The signing date is September 19, 2024.  

Row 7: Person G, identified by the signature "/s/ Person G," is also an Independent Director. The signing date is September 19, 2024. An active trading market for Company's American Depositary Shares (ADSs) may never develop or, if developed, may not be sustained. Investors may be unable to sell their ADSs unless a market can be established and sustained. The trading prices of Company's American Depositary Shares (ADSs) and Warrants may be volatile and may fluctuate due to a variety of factors, some of which are beyond Company's control, including, but not limited to: ● actual or anticipated fluctuations in Company's financial condition or results of operations; ● variance in Company's financial performance from expectations of securities analysts; ● changes in Company's projected operating and financial results; ● changes in laws and regulations affecting Company's business, its customers, suppliers, or its industry; ● announcements of new services and expansions by Company or its competitors; ● Company's ability to continue to innovate and bring products to market in a timely manner; ● Company's involvement in actual or potential litigation or regulatory investigations; ● negative publicity about Company, its products, or its industry; ● changes in Company's senior management or key personnel; Company also provides Counterparty A with the intellectual properties necessary for vehicle production. Counterparty A is mainly responsible for the ordering and inspection of raw materials, production planning, production quality control, logistics and transportation of manufactured vehicles, and construction and operation of the manufacturing plant. Particularly, quality control is carried out in accordance with Company's quality assurance framework and approved by Counterparty A. In addition, Counterparty A is responsible for obtaining certificates for the manufactured vehicles. Further, in addition to risks related to license requirements, the use of certain open source software can lead to greater risks than the use of third-party commercial software, as open source licensors generally do not provide warranties or controls on the origin of the software. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a negative effect on Company's business, financial condition, and results of operations. Risks Relating to This Offering and Company's Securities It is not possible to predict the actual number of American Depositary Shares that Company will sell under the Purchase Agreement to Investor A, or the actual gross proceeds resulting from those sales. Investor A has committed to purchase up to US$350 million in American Depositary Shares (ADSs) under the Purchase Agreement, subject to certain limitations and conditions set forth therein. Volume Weighted Average Price (VWAP) Purchase ADSs that may be issued under the Purchase Agreement may be sold by Company to Investor A at its discretion from time to time after the Commencement Date, during a commitment period of approximately 36 months from the ELOC Closing Date. Company is a leading global intelligent and luxury mobility provider that designs and develops luxury lifestyle vehicles (non-sports car vehicles for daily usage) under the iconic British brand “Company” and sells all Company-branded cars. With over seven decades of racing heritage and proven leadership in the automotive industry, the Company brand symbolizes market-leading standards in performance, design, and engineering. Fusing proprietary next-generation technology built on world-class research and development capabilities and an asset-light model empowered by Counterparty A, Company is breaking new ground in electrification, digitization, and intelligence. The Company brand was founded in the U.K. in 1948 and has since established itself as a high-performance luxury vehicle brand with innovative engineering and cutting-edge technologies, renowned for its superior aerodynamics and lightweight design. The Company brand was born out of legendary success on the racetrack, including 13 FIA Formula 1 world titles and many other championship honors. In 2017, Counterparty A acquired a 51% stake in Company and further positioned the company as a luxury lifestyle battery electric vehicle (BEV) manufacturer. or (iv) instigating, inducing, or assisting others to violate a confidentiality obligation or to violate a rights holder’s requirements on keeping the confidentiality of trade secrets, disclosing, using, or permitting others to use the trade secrets of the rights holder. If a third party knows or should have known the abovementioned illegal conduct but nevertheless obtains, uses, or discloses trade secrets of others, the third party may be deemed to have misappropriated the trade secrets of others. Business operators who violate the provisions of the Anti-Unfair Competition Law and cause others to suffer damages shall bear civil liability. Where the legitimate rights and interests of a business operator are harmed by unfair competition, the business operator may file a lawsuit with a People’s Court. The amount of compensation for a business operator who suffers damages due to unfair competition shall be determined on the basis of the actual losses suffered as a result of the infringement; where it is difficult to ascertain the actual losses, the amount of compensation shall be determined in accordance with the benefits gained by the infringing party from the infringement. These related party agreements include the Technology License Agreement, the Manufacture Cooperation Agreement, and the Supply of Framework Agreement, among other areas. These agreements are described in more detail in this prospectus under “Certain Relationships and Related Person Transactions   —   Related Party Transactions.” These partnerships permit Company to benefit from Counterparty A Holding’s decades of experience investing in established auto manufacturers while focusing its efforts on core areas of differentiation, such as design, research and development, performance, and rapid adoption of the latest technologies and sustainability solutions. Company intends to continue to rely on its partnership with Counterparty A Holding as part of its strategy. Collaboration with Counterparty A Holding for research and development, procurement, manufacturing, and engineering is subject to risks with respect to operations that are outside of Company's control. Company currently relies on and expects to continue to rely on its strategic partner, Counterparty A Holding, in terms of research and development, procurement, manufacturing, and engineering with regard to its vehicles. See “Prospectus Summary   —   Implications of Being a Foreign Private Issuer.” In addition, as of the date of this prospectus, Person A beneficially owns more than 50% of the total voting power of Company's issued and outstanding Ordinary Shares. As a result, Company qualifies as a “controlled company” within the meaning of Nasdaq’s corporate governance standards and has the option not to comply with certain requirements to which companies that are not controlled companies are subject, including the requirement that a majority of Company's board of directors shall consist of independent directors and the requirement that Company's nominating and corporate governance committee and compensation committee shall be composed entirely of independent directors. In this preliminary prospectus, Company., or Company, is not an operating company but a Cayman Islands holding company. Company conducts its operations through its subsidiaries in China and Europe, and its operations in mainland China are currently conducted by its subsidiaries. The securities registered herein are securities of Company, not those of its operating subsidiaries. Therefore, investors in Company are not acquiring equity interest in any operating company but instead are acquiring interest in a Cayman Islands holding company. There is a risk of potential disputes with Counterparty A, and Company could be affected by adverse publicity related to Counterparty A whether or not such publicity is related to their collaboration. Company's ability to successfully build a luxury lifestyle vehicle brand could also be adversely affected by perceptions about the quality of Counterparty A’s vehicles. In addition, although Company is involved in each step of the supply chain and manufacturing process, given that Company also relies on Counterparty A to meet its quality standards, there can be no assurance that Company will successfully maintain quality standards. If Company is unable to maintain collaboration and partnership with Counterparty A, Company may be unable to enter into new agreements with third-party manufacturing partners on terms and conditions acceptable to Company or at all. Company's ability to operate as a standalone business, produce vehicles, reach development and production targets, or focus efforts on core areas of differentiation could be materially and adversely affected. Additionally, Company generated a portion of revenue from automotive design and development services provided to Counterparty A. Counterparty A Holding, a global mobility technology group with a proven track record in seeding BEV brands, has successfully incubated and revitalized a series of world-renowned brands with attractive financial profiles, including Volvo, Polestar, LYNK&CO., and Zeekr. Positioned as the only Counterparty A Holding-affiliated brand with sports car DNA, Company has received comprehensive support from Counterparty A Holding in manufacturing, supply chain, research and development, logistics infrastructure, and human capital, and is in the process of transforming from a British sports car company to a global pioneer of high-performance electric vehicles to bridge the gap between traditional sports cars and a new generation of electric vehicles. Company expects the business combination with Investor A, a SPAC affiliated with Investor B, which has a strategic relationship with Investor C, to provide significant support in consumer insights and brand collaboration that will enable the company to effectively raise brand awareness globally. Investor B has an exclusive relationship for consumer-focused private equity with Investor C and Investor D, the main investment company of Person A, Investor C’s chairman and chief executive officer, and his family. [Table Level]  
- Table Title: Directors and Executive Officers  
- Table Summary: This table presents information about key directors and executive officers of Company, including their names, ages, and current position titles. It highlights the leadership team’s structure within the company.  
- Context: Company is identified as an emerging growth company with less than $1.235 billion in revenues for fiscal year 2023. This status provides certain exemptions under the JOBS Act. Relevant accounting pronouncements are noted in financial statements elsewhere in the prospectus.  
- Special Notes: None  

[Row Level]  
Row 1: Person A, age 53, is the Chairman of the Board of Directors.  
Row 2: Person B, aged 51, holds the position of Director and Chief Executive Officer.  
Row 3: Person C, at 48 years old, serves as Director and Chief Financial Officer.  
Row 4: Person D, age 64, is listed as a Director.  
Row 5: Person E, who is 53 years old, also holds the position of Director.  
Row 6: Person F, aged 54, is an Independent Director.  
Row 7: Person G, at 45 years old, serves as an Independent Director.