What is the relationship between Company and Counterparty A?
This relationship provides Counterparty A with direct access to Counterparty B’s most senior executives, global consumer insights, industry network and contacts, differentiated investment deal flow, and collaboration on operating best practices. Counterparty A retains sole discretion over all investment and portfolio management decisions related to the Counterparty A funds. As of the date of this prospectus, Company has not entered into any agreements with Counterparty B. According to Person A, the global luxury battery electric vehicle (BEV) market, as defined by BEVs with a manufacturer's suggested retail price (MSRP) of over US$80,000, is expected to grow rapidly at a compound annual growth rate (CAGR) of 35% from 2021 to 2031 and reach a market size of nearly 1.9 million units by 2031. However, the global luxury 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. Company. (“the Company”), an exempted company with limited liability, was incorporated in the Cayman Islands on August 9, 2021. The Company, through its wholly owned subsidiaries, consolidated variable interest entity (“VIE”) and VIE’s subsidiaries (collectively, “the Group”), is primarily engaged in the design, development, and sale of luxury battery electric lifestyle vehicles (“BEV lifestyle models”) under the “Company” brand (“Company BEV business”). The Group is also a distributor that sells luxury sports cars under the “Company” brand (“Company sports car business”) across the world. Additionally, the Group provides other sales and ancillary services to customers. On February 22, 2024 (the “Closing Date”), Company consummated its merger with Counterparty A pursuant to a merger agreement dated January 31, 2023 (as amended and restated dated as of October 11, 2023, the “Merger Agreement”) by and among Counterparty A, Company, a Cayman Islands exempted company, Subsidiary A, a Cayman Islands exempted company and wholly-owned subsidiary of Company (“Merger Sub 1”), and Subsidiary B, a Cayman Islands exempted company and wholly-owned subsidiary of Company (“Merger Sub 2”). 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. 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 Subsidiary A, a SPAC affiliated with Investor A, which has a strategic relationship with Investor B, to provide significant support in consumer insights and brand collaboration that will enable the company to effectively raise brand awareness globally. According to Person A, the global luxury battery electric vehicle (BEV) market, as defined by BEVs with a manufacturer's suggested retail price (MSRP) of over US$80,000, is expected to grow rapidly at a compound annual growth rate (CAGR) of 35% over 2021-2031 and reach a market size of nearly 1.9 million units by 2031. 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 Counterparty B, a SPAC affiliated with Investor A, which has a strategic relationship with Investor B, to provide significant support in consumer insights and brand collaboration that will enable the company to effectively raise brand awareness globally. Investor A has an exclusive relationship for consumer-focused private equity with Investor B and Investor C, the main investment company of Person A, Investor B’s chairman and chief executive officer, and his family.
There is no assurance that Company's vehicles will maintain and strengthen a reputation comparable to that of Company’s sports vehicle segment. If Company fails to do so, it may lose the opportunity to build a critical mass of customers. Promoting and positioning the brand will likely depend significantly on Company's ability to provide high-quality vehicles and services and engage with customers as intended, and the company has limited experience in these areas. In addition, Company expects that its ability to develop, maintain, and strengthen the brand will depend heavily on the success of its branding efforts. Company markets the brand through media, word-of-mouth, events, and advertising. Such efforts may not achieve the desired results. If Company does not maintain and strengthen a strong brand, its business, financial condition, results of operations, and prospects will be materially and adversely affected. The trademark licenses granted to Company to use the “Company” brand are on a royalty-free and worldwide basis and are for use of the trademarks (i) exclusively (subject to any existing licenses already granted) for lifestyle vehicles and parts and components in relation thereto that Company designs, develops, manufactures, assembles, distributes, and sells; As such, Company has established a Global Commercial Platform to distribute Company branded vehicle models, including the Eletre, Emeya, and future BEV models, as well as certain sports car models that were or will be developed and manufactured by Subsidiary B, such as the Evija (BEV sports car) and Emira (ICE sports car). Company believes this is the most efficient approach to market Company cars and promote the Company brand globally. As of December 31, 2023, Company had 215 stores in its global distribution network, and plans to expand the retail network to over 300 stores by 2025. In 2023, Company delivered a total of 6,970 vehicles, consisting of lifestyle vehicles and Company-brand sports cars that were distributed through Subsidiary A. As of December 31, 2023, Company had 3,180 full-time employees globally, including in China and Europe, among which approximately 56.7% belong to the R&D division. Company has operations across the UK, the EU, and China. The company is dedicated to delivering luxury lifestyle battery electric vehicles, with a focus on world-class research and development in next-generation automobility technologies such as electrification, digitalization, and more. For more information about Company, please visit [website]. Company believes it benefits from a number of competitive advantages:  
● Early mover in the luxury battery electric vehicle (BEV) market.  
● Iconic brand with a racing heritage.  
● Proprietary next-generation technology built on world-class research and development (R&D) capabilities.  
● Asset-light business model supported by the Counterparty A ecosystem.  
● Focus on sustainability targeting a fully electric product portfolio.  
● Luxury retail experience and omnichannel sales model.  
● Global, experienced, and visionary leadership. 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. (25) The registered address of Investor A is [Address Removed]. For material relationships with Investor A, see “Certain Relationships And Related Person Transactions   —   Certain Business Combination Related Agreements   —   Investor A Investment.”   
(26) Person A is a former independent director of LCAA. The business address of Person A is [Address Removed]. (27) Person B is a former independent director of LCAA. The business address of Person B is [Address Removed]. (28) Person C has served as an independent director since February 2024. Person C is a former independent director of LCAA and the Chairman and Chief Executive Officer of LVMH for North America. The business address of Person C is [Address Removed]. (29) The registered address of LCA Acquisition Sponsor, LP is [Address Removed]. Some of the Ordinary Shares held by LCA Acquisition Sponsor, LP are subject to earn-out restrictions pursuant to the Sponsor Support Agreement. Company plans to launch a well-balanced portfolio of new models with exceptional performance in the coming years to broaden its customer base, in particular high net worth individuals and the tech-savvy younger generations, and expand its product breadth. Company plans to introduce two new models in the near future. Company also intends to upgrade its models to equip its vehicles with innovative technology and design. Focus on sustainability and lead in electrification. As a leader in the electrification transformation of the luxury car segment, Company has launched its E-segment battery electric vehicle (BEV) model years ahead of its competitors and plans to continue launching its other BEV models. As part of its sustainability commitment, Company aims to achieve carbon neutrality by 2038. Company expects to continue focusing on sustainability leadership through waste reduction and the ongoing adoption of renewable energy and recyclable materials. In addition, Company launched the “Win26” plan, aiming to achieve positive EBITDA in 2026 by further optimizing its internal processes and structures, implementing overall cost measures, and recalibrating its product plans to cater to globally diversified markets. The board of directors will determine whether, to what extent, at what times and places, and under what conditions or regulations the accounts and books of Company will be open to inspection by shareholders. No shareholder will otherwise have any right to inspect any account, book, or document of Company except as required by law or authorized by the board of directors or the shareholders by special resolution. Company may from time to time by ordinary resolution: ● increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution will prescribe; ● consolidate and divide all or any share capital into shares of a larger amount than existing shares; ● sub-divide the existing shares or any of them into shares of a smaller amount; provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share will be the same as it was in the case of the share from which the reduced share is derived; The success of Company's business ultimately depends on consumer spending. Company's revenues and financial results are impacted to a significant extent by economic conditions globally and in any jurisdictions in which the company operates. The global macroeconomic environment is facing numerous challenges. Any slowdown could significantly reduce domestic commerce in jurisdictions where Company operates, including through the automobile market generally and through the company. In addition, there is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies adopted by the central banks and financial authorities of some of the world’s leading economies, including the United States and China. The conflicts in Ukraine and the imposition of broad economic sanctions on Russia could raise energy prices and disrupt global markets. Unrest, terrorist threats, and the potential for war in the Middle East, the Red Sea, and elsewhere may increase market volatility across the globe. There have also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations, and tariffs. 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. Company intends to continuously develop and enhance proprietary cutting-edge technologies, including its 800-volt EPA architecture and hardware, algorithm, and software systems to enhance the competitiveness of its vehicles, supported by continuous R&D investment. All of Company's proprietary technologies are built with the principle of “For the Drivers,” while inheriting its unique design language and philosophy. Company is in the process of transforming from a British sports car company to a global pioneer of high-performance lifestyle electric vehicles and has set high quality and safety standards for and makes continuous improvements on its vehicles and technologies, including its sensory hardware and ADAS software. Company also plans to monetize its R&D capabilities by licensing its intellectual properties to other luxury auto brands and providing ADAS software subscriptions to its customers. Continue to launch new models and upgrade existing models. The successful launches of new models are critical for Company to continue capturing market share in the luxury battery electric vehicle (BEV) market and strengthening its leadership position. On November 4, 2021, Company entered into trademark license agreements with a related party (“Trademark License Agreements”), Subsidiary C, a wholly owned subsidiary of Subsidiary D, which is ultimately controlled by the Controlling Shareholder of Company. Pursuant to the Trademark License Agreements, Company received the “Company” trademark licenses for as long as Company conducts business in relation to lifestyle vehicles (excluding sports cars): i) exclusively on lifestyle vehicles and parts and components related to those lifestyle vehicles that Company designs, develops, manufactures, assembles, distributes, and sells or has designed, developed, manufactured, or assembled by any third party; ii) non-exclusively for Company’s business of providing related after-sale services for the lifestyle vehicles; iii) non-exclusively on related products (excluding anything relating to sports cars) such as accessories that Company designs, produces, distributes, and sells or has designed or produced by any third party on its behalf; iv) any other occasions in relation to the business conducted by Company as duly approved by Company’s Board (excluding anything relating to sports cars). 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. She received her MBA from the State University of New Jersey, Rutgers in 2001. Person A has served as an independent director of Company since February 2024. Person A is an independent director of Subsidiary A and the Chairman and Chief Executive Officer of Counterparty A for North America. In this role, he oversees and coordinates the activities of Counterparty A across more than 75 Maisons. Person A is a member of the board of directors for Counterparty B, Counterparty C, Counterparty D, Counterparty E, and Counterparty F. Prior to joining Counterparty A in 2015, Person A was a Senior Partner in the New York office of Counterparty G where he co-led the Global Strategy & Corporate Finance practice and supported clients across industries. At Counterparty G since 1999, Person A counseled senior executives of leading global companies on issues related to corporate strategy, mergers and acquisitions, alliances, portfolio management, and organization. Person A worked in Counterparty G’s Singapore and Hong Kong offices and was then relocated to the New York office, where he advised leaders of public sector institutions in New York City. 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 [location], 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. Company believes that its R&D capability is one of its key competitive strengths. Drawn from Company brand sports car design heritage, deep automotive expertise, and next-generation technologies, Company's proprietary 800-volt EPA is a high-performance platform for luxury electric vehicles, which was developed over five years of R&D efforts. The platform features supercharging capabilities, high energy conservation, and high-speed data transmission, with high adaptability that can accommodate varying battery sizes, motors, and component layouts across vehicle classes. Such superior design enables Company to quickly roll out new models and ramp up production with competitive performance attributes and achieve economies of scale. Aside from the EPA, Company has developed a leading ADAS with fully embedded L4-ready hardware capabilities enabled by the world’s first deployable LiDAR system and proprietary software system. Company's wholly-owned R&D facilities across Europe and China demonstrate a seamless collaboration among highly experienced and dedicated Company teams to support its world-class R&D capabilities. Company manufactures all battery electric vehicle (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 electric vehicles in Wuhan, China. Unrest, terrorist threats, and the potential for war in the Middle East, the Red Sea, and elsewhere may increase market volatility across the globe. There have also been concerns about the relationship between China and other countries, including the surrounding Asian countries, which may potentially have economic effects. In particular, there is significant uncertainty about the future relationship between the U.S. and China with respect to trade policies, treaties, government regulations, and tariffs. In addition, the COVID-19 pandemic has negatively impacted the economies of China, the U.S., and numerous other countries around the world. Economic conditions in jurisdictions where Company operates may be sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected or perceived overall economic growth rate in specific jurisdictions. Any severe or prolonged economic slowdown globally and in any jurisdictions where Company operates may materially and adversely affect the company's business, results of operations, and financial condition. 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. As of June 30, 2024, Company had 207 stores in its global distribution network, and it plans to continue expanding its retail network. In 2023 and the six months ended June 30, 2024, Company delivered a total of 6,970 and 4,873 vehicles, respectively, consisting of lifestyle vehicles and Company-brand sports cars that were distributed through Subsidiary A. The growth of the global luxury car segment is expected to outpace that of the overall car market. Within the global battery electric vehicle (BEV) market, the luxury BEV segment is expected to outgrow the mass market BEV segment. Company is well positioned to capitalize on the growth momentum of the global luxury BEV segment by leveraging the following strategies. However, the global luxury 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 and targeting to become the first traditional luxury auto brand to achieve a 100% BEV product portfolio by 2027. Company launched its first fully electric Hyper-SUV, Eletre, in 2022. Beginning with Eletre, all new car rollouts will be BEV models. Company expects to capture market share and realize first mover advantages by addressing unfilled demands in the current market. Eletre is a luxury lifestyle E-segment SUV powered by Company's 800-volt Electrical Performance Architecture, or EPA, which is a newly debuted self-developed BEV platform initially based on the same foundation of Sustainable Experience Architecture, the world’s first open-source BEV architecture. Combining its technologically advanced platform with cutting-edge design, Eletre delivers leading performance in acceleration, driving range, and charging speed. 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 Holding Company has established a strategic collaborative relationship with its major shareholder, Counterparty A Holding, and its asset-light business model is supported by the Counterparty A Holding ecosystem partners. Company expects its relationship with Counterparty A Holding to allow the company to bring its vehicles to the market at an accelerated pace by leveraging Counterparty A Holding’s manufacturing capacity, bargaining power in procurement and supply chain, capital investment, and operational support. Company entered into a manufacturing arrangement with Counterparty A Holding for the manufacture of its vehicles for 10 years starting from 2022. Pursuant to the manufacturing agreement, Company commissioned Counterparty A Holding for vehicle production and authorized Counterparty A Holding 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 A 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 X, Model Y, 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 A (battery electric vehicle sports car) and Model B (internal combustion engine sports car). She received her MBA from the State University of New Jersey, Rutgers in 2001. Person A has served as an independent director of Company since February 2024. Person A is an independent director of Subsidiary A and the Chairman and Chief Executive Officer of Counterparty A for North America. In this role, he oversees and coordinates the activities of Counterparty A across more than 75 Maisons. Person A is a member of the board of directors for Counterparty B, Counterparty C, Counterparty D, Counterparty E, and Counterparty F. Prior to joining Counterparty A in 2015, Person A was a Senior Partner in the New York office of Counterparty G, where he co-led the Global Strategy & Corporate Finance practice and supported clients across industries. At Counterparty G since 1999, Person A counseled senior executives of leading global companies on issues related to corporate strategy, mergers and acquisitions, alliances, portfolio management, and organization. Person A worked in Counterparty G’s Singapore and Hong Kong offices and was then relocated to the New York office, where he advised leaders of public sector institutions in New York City. The company expects to capture market share and realize first mover advantages by addressing unfilled demands in the current market. Eletre is a luxury lifestyle E-segment SUV powered by Company's 800-volt EPA. Combining its technologically advanced platform with cutting-edge design, Eletre delivers leading performance in acceleration, driving range, and charging speed. Company offers three different versions of Eletre, namely, Eletre, Eletre S, and Eletre R, to satisfy the various demands of customers. Eletre R, in particular, generates a maximum of 905 horsepower (hp) and can accelerate from 0 to 100 km/h in 2.95 seconds. Its 112-kWh battery pack offers a maximum WLTP range of 490 km and can be recharged from 10% to 80% in less than 20 minutes. While offering unrivaled performance, Eletre comes at a better value-for-money proposition — with an average MSRP higher than US$100,000 — compared to traditional luxury OEMs. Company commenced deliveries of Eletre in 2023. The company's second lifestyle production vehicle, Emeya, was launched in September 2023, and Company began deliveries of Emeya in March 2024. In addition to Eletre and Emeya, Company plans to introduce two new models in the near future. Company. (“the Company”), an exempted company with limited liability, was incorporated in the Cayman Islands on August 9, 2021. The Company, through its wholly owned subsidiaries, consolidated variable interest entity (“VIE”) and VIE’s subsidiaries (collectively, “the Group”), is primarily engaged in the design, development, and sale of luxury battery electric lifestyle vehicles (“BEV lifestyle models”) under the “Company” brand (“Company BEV business”). The Group is also a distributor that sells luxury sports cars under the “Company” brand (“Company sports car business”) across the world. Additionally, the Group provides other sales and ancillary services to customers. 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. Company is well positioned to capitalize on the growth momentum of the global luxury battery electric vehicle (BEV) segment by leveraging the following strategies: ● Invest in brand equity and fully transform Company's brand. ● Scale up and expand Company's geographical presence. ● Develop next-generation electric vehicle technologies while monetizing Company's R&D prowess. ● Continue to launch new vehicle models and upgrade existing models. ● Company will focus on sustainability and lead in electrification. The Company brand is closely associated with “customer engagement” and “community building,” and in order to provide customers with a luxurious experience, Company has adopted a direct-to-consumer global sales and distribution strategy that focuses on establishing and developing direct relationships with customers, especially in selected regions including China, Europe, and the U.S., which represent some of the key areas driving fast growth in the global battery electric vehicle markets. By offering a luxurious purchasing experience and superior customer service, Company expects to further deepen its penetration in the global market and aims to establish a total of over 300 stores globally by 2025. Develop next-generation electric vehicle technologies while monetizing Company’s R&D prowess. Company intends to continuously develop and enhance proprietary cutting-edge technologies, including the 800-volt EPA architecture and hardware, algorithm, and software systems to enhance the competitiveness of its vehicles, supported by continuous R&D investment. All of Company's proprietary technologies are built with the principle of “For the Drivers,” while inheriting its unique design language and philosophy. Company believes it benefits from a number of competitive advantages:  
● Early mover in the luxury battery electric vehicle (BEV) market.  
● Iconic brand with a racing heritage.  
● Proprietary next-generation technology built on world-class research and development (R&D) capabilities.  
● Asset-light business model supported by the Counterparty A ecosystem.  
● Focus on sustainability targeting an intelligent and high-performance product portfolio.  
● Luxury retail experience and an omni-channel sales model.  
● Global, experienced, and visionary leadership. Company is well positioned to capitalize on the growth momentum of the global luxury battery electric vehicle (BEV) segment by leveraging the following strategies: 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 the Distribution Agreement pursuant to which a subsidiary of Company is appointed as the global distributor for Subsidiary B. As such, Company has established a Global Commercial Platform to distribute Company branded vehicle models, including the Eletre, Emeya, and future lifestyle models, as well as certain sports car models that were or will be developed and manufactured by Subsidiary B, such as the Evija (BEV sports car) and Emira (ICE sports car). Company believes this is the most efficient approach to market Company cars and promote the Company brand globally. the Joint Venture Agreement of Company between the Transferor and the Transferee “Business” The business of Company is to engage in activities within the automotive industry and related sectors that do not require public permits, as well as to provide advisory and other services, particularly in rendering research, production, and development activities. Company is also engaged in research and development of automobiles and key components, as well as automotive engineering development services. 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. Pursuant to the Merger Agreement, (i) Merger Sub 1 was merged with and into LCAA (the “First Merger”), with LCAA surviving the First Merger as a wholly-owned subsidiary of Company (such company, as the surviving entity of the First Merger, “Surviving Entity 1”) and the shareholders of LCAA becoming shareholders of Company, and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Surviving Entity 1 was merged with and into Merger Sub 2 (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of Company (such company, as the surviving entity of the Second Merger, “Surviving Entity 2”) (collectively, the “Merger Transaction” or “Business Combination”). There is no assurance that Company's vehicles will maintain and strengthen a reputation comparable to that of Company’ sports vehicle segment. If Company fails to do so, it may lose the opportunity to build a critical mass of customers. Promoting and positioning the brand will likely depend significantly on Company's ability to provide high-quality vehicles and services and engage with customers as intended, and Company has limited experience in these areas. In addition, Company expects that its ability to develop, maintain, and strengthen the brand will depend heavily on the success of its branding efforts. Company markets the brand through media, word-of-mouth, events, and advertising. Such efforts may not achieve the desired results. If Company does not maintain and strengthen a strong brand, its business, financial condition, results of operations, and prospects will be materially and adversely affected. The trademark licenses granted to Company to use the “Company” brand are on a royalty-free and worldwide basis and are for use of the trademarks (i) exclusively (subject to any existing licenses already granted) for lifestyle vehicles and parts and components in relation thereto that Company designs, develops, manufactures, assembles, distributes, and sells; Company offers three different versions of Eletre, namely, Eletre, Eletre S, and Eletre R, to satisfy the various demands of customers. Eletre R, in particular, generates a maximum 905 horsepower (hp) and can accelerate from 0 to 100 km/h in 2.95 seconds. Its 112-kWh battery pack offers a maximum WLTP range of 490 km and can be recharged from 10% to 80% in less than 20 minutes. While offering unrivaled performance, Eletre comes at a better value-for-money proposition — with an average MSRP higher than US$100,000 — compared to traditional luxury original equipment manufacturers (OEMs). Deliveries of Eletre commenced in China and Europe in 2023. Planning is underway for deliveries to the U.S. and the rest of the world. Company's second lifestyle production vehicle, Emeya, was launched in September 2023, and deliveries of Emeya began in March 2024. In addition to Eletre and Emeya, Company plans to launch two additional fully electric vehicles in the near future, including a D-segment SUV in 2025 and a BEV sports car in 2026. Furthermore, Company may experience disagreements or disputes in the course of its relationship with the city partners or upon termination of its relationships with city partners, which may lead to financial costs, disruptions, and reputational harm. Company operates in the electric vehicle market, which is rapidly evolving and may not develop as anticipated. The regulatory framework governing the industry in various countries is currently uncertain and may remain uncertain for the foreseeable future. As the electric vehicle industry and Company's business develop, the company may need to modify its business model or change its services and solutions. Such changes may not achieve expected results, which could have a material adverse effect on Company's results of operations and prospects. Furthermore, Company may be unable to keep up with changes in electric vehicle technology and, as a result, its competitiveness may suffer. Company's research and development efforts may not be sufficient to adapt to changes in electric vehicle technology. As technologies change, Company plans to upgrade or adapt its vehicles and introduce new models in order to equip its vehicles with the latest technology, in particular battery cell technology. Such upgrades could involve substantial costs and lower the return on investment for existing vehicles. 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. Leveraging Counterparty A Holding’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, by leveraging Counterparty A Holding’s global supply chain network, strong bargaining power in procurement, and stable relationships established with reputable suppliers such as NVIDIA, Qualcomm, and CATL, 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 its customers. 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. Invest in brand equity and fully transform the brand. Leveraging Company's brand racing heritage and proven leadership, Company intends to further elevate the brand by continuing to deliver a portfolio of intelligent and high-performance vehicles that satisfy customers’ expectations and broaden the customer base, in particular high net worth individuals and tech-savvy younger generations who value the brand’s DNA. Scale up and expand geographical presence. Company intends to deepen its penetration across all regions. The Company brand is closely associated with “customer engagement” and “community building,” and in order to provide customers with a luxurious experience, Company has adopted a direct-to-consumer sales and distribution strategy that focuses on establishing and developing direct relationships with customers, especially in selected regions including China, Europe, and the U.S., which represent some of the key areas driving fast growth in the global BEV markets. By offering a luxurious purchasing experience and superior customer service, Company expects to further deepen its penetration in the global market. Develop next-generation electric vehicle technologies while monetizing Company's R&D prowess. Competition Company faces competition from both traditional luxury automotive developers and an increasing number of newer companies focused on electric and other alternative fuel vehicles. Company believes the primary competitive factors on which Company competes with its peers include, but are not limited to: ● brand recognition, prestige, and heritage; ● design, styling, and luxury; ● technological innovation; ● driver experience; ● product quality and performance; ● product reliability and safety; ● battery range, efficiency, and charging speeds; ● customer service and customer experience, including access to charging options and availability and terms of aftersales services; ● product pricing; ● management team experience in bringing electric vehicles and other disruptive technologies to market; ● manufacturing efficiency; ● environmental impact and perception; ● the degree and sophistication of related vehicle software. Company believes that the company is favorably positioned to compete on the basis of these factors. However, many of Company's current and potential competitors have substantially greater financial, technical, manufacturing, marketing, and other resources than the company. These competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing, and support of their products. Company believes it benefits from a number of competitive advantages: Early mover in the luxury BEV market. Company is well positioned to capitalize on the rapid growth of the global luxury BEV market and address unmet demand by offering a portfolio of BEV models. Company operates at the “sweet-spot” within the luxury BEV segment by providing vehicles with a target price range between US$80,000 to US$149,000, which represents the largest volume contributor to the luxury BEV segment. Additionally, the global luxury BEV market is underserved due to limited availability of models. As an early mover in the luxury BEV market, Company has launched its E-segment BEV model years ahead of competitors and expects to continue launching its BEV models, anticipating significant early mover advantages in terms of electrification progress compared to other brands. Iconic brand with racing heritage. The core principles and Company's DNA at the heart of the company come from more than 70 years of sports car design and engineering. The concepts of aerodynamics and lightweight sports car design are highly distinguished and have been an essential part of the Company brand’s ethos.