Is Company structured as a VIE (Variable Interest Entity)?
As mentioned in note 21, on January 31, 2023, Company C entered into a distribution agreement with Subsidiary B (“Subsidiary F”), a wholly owned subsidiary of Company International Limited (Subsidiary D) and ultimately controlled by the Controlling Shareholder of the Company. Pursuant to this agreement, Company C was appointed as the exclusive global distributor (excluding the United States of America) to distribute certain models of vehicles produced by Subsidiary F and to provide after-sale services as well as brand, marketing, and public relations for such vehicles. Historically, Company conducted its value-added telecommunication services operation in the Chinese mainland through the Variable Interest Entity (VIE) and the VIE’s subsidiaries, with which the Wholly Foreign-Owned Enterprise (WFOE), Company’s wholly owned subsidiary, the VIE, and the VIE’s nominee equity holders entered into certain contractual arrangements (“VIE Arrangements”). Since early 2023, Company Group has implemented a series of transactions to restructure its organization and business operations (the “Restructuring”). Historically, Company conducted its value-added telecommunication services operation in the Chinese mainland through the variable interest entity and the variable interest entity’s subsidiaries, with which Subsidiary A, Company’s wholly owned subsidiary, the variable interest entity, and the variable interest entity’s nominee equity holders entered into certain contractual arrangements (“VIE Arrangements”). Since early 2023, the Group has implemented a series of transactions to restructure its organization and business operations (the “Restructuring”). In connection with the Restructuring, Subsidiary A, the variable interest entity, and nominee equity holders of the variable interest entity entered into a series of agreements (“VIE Restructuring Agreements”), pursuant to which, i) Subsidiary A acquired 100% equity interest in Subsidiary B and Subsidiary C, subsidiaries of the variable interest entity, in February 2023; ii) all the variable interest entity’s assets and liabilities (excluding ICP license), business contracts, intellectual properties, and employees were transferred to a subsidiary of Subsidiary A at nil consideration; iii) the VIE Arrangements were terminated on June 30, 2023. In connection with the Restructuring, the WFOE, the VIE, and nominee equity holders of the VIE entered into a series of agreements (“VIE Restructuring Agreements”), pursuant to which, i) the WFOE acquired 100% equity interest in Sanya Company Venture Capital Co., Ltd. (“Sanya Company”) and Hangzhou Company Service Co., Ltd. (“Hangzhou Company”), subsidiaries of the VIE, in February 2023; ii) all the VIE’s assets and liabilities (excluding the ICP license), business contracts, intellectual properties, and employees were transferred to a subsidiary of the WFOE at nil consideration; iii) the VIE Arrangements were terminated on June 30, 2023. The Group concludes that the Restructuring does not represent a strategic shift, nor will it have a major effect on Company Group’s operations and financial results. Prior to the Restructuring as described in note 1(d), Company's subsidiary, Subsidiary A, has entered into contractual arrangements with Counterparty A and their respective shareholders, through which Company exercises control over the operations of the VIE and the VIE’s subsidiaries (collectively the “VIEs”). The VIEs are primarily engaged in the provision of value-added telecommunication services. The equity interests of the VIE are legally held by Person A, Person B, Person C, and Person D, who acted as the nominee equity holders of the VIE on behalf of Company's wholly owned subsidiary, Subsidiary A. On August 9, 2021, Company's wholly owned subsidiary, Subsidiary A, the VIE, and the VIE’s nominee equity holders entered into a contractual agreement, which was replaced by a series of contractual arrangements entered into by and among Subsidiary A, the VIE, and the nominee equity holders on March 8, 2022, including (i) Exclusive Consulting and Service Agreement, (ii) Exclusive Purchase Option Agreement, (iii) Equity Pledge Agreement, (iv) Powers of Attorney, and (v) Spousal Consent Letters. [Table Level]
- Table Title: Consolidated Financial Information of Variable Interest Entities (VIEs)
- Table Summary: This table presents the financial data related to consolidated assets, liabilities, and cash flow activities of the Group's Variable Interest Entities (VIEs). It includes information from January 1, 2023, to the completion of the restructuring, and annual data for 2022 and 2021. Key financial metrics include net loss, net cash used in various activities, and cash position throughout these periods.
- Context: The Group's consolidation of VIEs affected its financial statements until June 30, 2023. Subsequently, certain cash transactions with subsidiaries are eliminated upon consolidation.
- Special Notes: 
  - (i) Net loss
  - (ii) Net cash used in operating activities
  - (iii) Net cash (used in) provided by financing activities
  - All figures are in US dollars (US$).

[Row Level]
Row 1: For the period from January 1, 2023, to restructuring completion, revenues are not listed. In 2022 and 2021, revenues are also not provided.

Row 2: The net loss from January 1, 2023, to restructuring completion is US $(74,137). For the year ended December 31, 2022, the net loss is US $(52,431), and for 2021, it is US $(8,737).

Row 3: Net cash used in operating activities is US $(8,281) for the period ending with the restructuring. The annual figures are US $(8,869) for 2022 and US $(7,993) for 2021.

Row 4: Net cash used in investing activities amounts to US $(38,400) during the restructuring period, US $(5,630) for 2022, and is not listed for 2021.

Row 5: There is net cash usage in financing activities of US $(107,317) during the restructuring period. Conversely, cash was provided in 2022 with US $137,876, and US $55,951 in 2021.

Row 6: The effect of exchange rate changes on cash results in a reduction of US $(2,573) in the 2023 restructuring period and US $(15,900) in 2022, while there is an increase of US $1,136 in 2021.

Row 7: Net decrease in cash is US $(156,571) for the restructuring period, while there is an increase of US $107,477 in 2022 and US $49,094 in 2021.

Row 8: Cash at the beginning of the period in 2023 is US $156,571; for 2022, it is US $49,094, and no data is provided for 2021.

Row 9: Cash at the end of the period for 2023 restructuring completion remains unlisted, with US $156,571 at the end of 2022, and US $49,094 for the end of 2021. The following diagram illustrates Company's corporate structure, including its principal and other subsidiaries as of the date of this prospectus: Company is not an operating company but a Cayman Islands holding company. Company conducts its operations through its subsidiaries in China and Europe, and for the periods ended prior to the Restructuring, also through the former Variable Interest Entity (VIE) and its subsidiaries based in mainland China. Following the Restructuring, Company's operations in mainland China are currently conducted by its mainland China 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. Prior to the Restructuring as described in note 1(d), Company's subsidiary, Subsidiary A, has entered into contractual arrangements with Counterparty A and their respective shareholders, through which Company exercises control over the operations of the VIE and the VIE’s subsidiaries (collectively the “VIEs”). The VIEs are primarily engaged in the provision of value-added telecommunication services. The equity interests of the Variable Interest Entity (VIE) are legally held by Person A, Person B, Person C, and Person D, who acted as the nominee equity holders of the VIE on behalf of Subsidiary A. On August 9, 2021, Company’s wholly owned subsidiary, Subsidiary A, the VIE, and the VIE’s nominee equity holders entered into a contractual agreement, which was replaced by a series of contractual arrangements entered into by and among Subsidiary A, the VIE, and the nominee equity holders on March 8, 2022, including (i) Exclusive Consulting and Service Agreement, (ii) Exclusive Purchase Option Agreement, (iii) Equity Pledge Agreement, (iv) Powers of Attorney, and (v) Spousal Consent Letters. In connection with the Restructuring, the Wholly Foreign-Owned Enterprise (WFOE), the former Variable Interest Entity (VIE), and nominee shareholders of the former VIE entered into the VIE Restructuring Agreements in early 2023, pursuant to which, (i) the WFOE acquired 100% equity interest in Subsidiary A and Subsidiary B, each being a subsidiary of the former VIE; (ii) except for the ICP license, all of the former VIE’s assets and liabilities, including its business contracts, intellectual properties, and employees, were transferred to the WFOE or subsidiaries of the WFOE at nil consideration; and (iii) the VIE Agreements were terminated. As of the date of this prospectus, Company's operations in mainland China are conducted by its mainland China subsidiaries, and Company does not have any VIE structure. Company believes that the Restructuring did not and will not have any material impact on its operations and financial results. Company conducts its operations through its subsidiaries in China and Europe, and its operations in mainland China are currently conducted by its mainland China subsidiaries. Prior to 2023, Company relied on contractual arrangements among the Wholly Foreign-Owned Enterprise (WFOE), the former Variable Interest Entity (VIE), and its nominee shareholders to direct the business operations of the former VIE and its subsidiaries. As a result, for the periods ended prior to the Restructuring, the former VIE’s financial results are consolidated in Company's consolidated and combined financial statements under U.S. GAAP for accounting purposes. In connection with the Restructuring, the Wholly Foreign-Owned Enterprise (WFOE), the former Variable Interest Entity (VIE), and nominee shareholders of the former VIE entered into the VIE Restructuring Agreements in early 2023, pursuant to which, (i) the WFOE acquired 100% equity interest in Subsidiary A and Subsidiary B, each being a subsidiary of the former VIE; (ii) except for the ICP license, all of the former VIE’s assets and liabilities, including its business contracts, intellectual properties, and employees, were transferred to the WFOE or subsidiaries of the WFOE at nil consideration; and (iii) the VIE Agreements were terminated. During the year ended December 31, 2023, Company has implemented the Restructuring to reorganize its organization and business operations. In connection with the Restructuring, the Wholly Foreign-Owned Enterprise (WFOE), the former Variable Interest Entity (VIE), and nominee equity holders of the former VIE entered into the VIE Restructuring Agreements, pursuant to which, (i) the WFOE acquired 100% equity interest in Subsidiary A and Subsidiary B, subsidiaries of the former VIE, in February 2023; (ii) all the former VIE’s assets and liabilities (excluding the ICP license), business contracts, intellectual properties, and employees were transferred to a subsidiary of the WFOE at nil consideration; and (iii) the VIE structure was terminated on June 30, 2023. As of the date of this prospectus, Company Capital’s operations in mainland China are conducted by its mainland China subsidiaries, and Company Capital does not have any VIE structure. Company Capital believes that the Restructuring did not and will not have any material impact on its operations and financial results. As of the date of this prospectus, Company's operations in mainland China are conducted by its mainland China subsidiaries, and Company does not have any VIE structure. Company believes that the Restructuring did not and will not have any material impact on its operations and financial results. Company faces various risks and uncertainties related to conducting business in mainland China. Company's business operations are primarily conducted in mainland China, and the company is subject to complex and evolving laws and regulations in mainland China. For example, Company faces risks associated with regulatory approvals on offshore offerings, antimonopoly regulatory actions, and oversight on cybersecurity and data privacy, which may impact the company's ability to conduct certain businesses, accept foreign investments, or list on a U.S. stock exchange. These risks could result in a material adverse change in Company's operations and the value of its securities, significantly limit or completely hinder the company's ability to continue to offer securities to investors, or cause the value of such securities to significantly decline. Historically, Company conducted its value-added telecommunication services operation in the Chinese mainland through the Variable Interest Entity (VIE) and the VIE’s subsidiaries, with which the Wholly Foreign-Owned Enterprise (WFOE), Company’s wholly owned subsidiary, the VIE, and the VIE’s nominee equity holders entered into certain contractual arrangements (“VIE Arrangements”). Since early 2023, Company Group has implemented a series of transactions to restructure its organization and business operations (the “Restructuring”). In connection with the Restructuring, the WFOE, the VIE, and nominee equity holders of the VIE entered into a series of agreements (“VIE Restructuring Agreements”), pursuant to which, i) the WFOE acquired 100% equity interest in Subsidiary A and Subsidiary B, subsidiaries of the VIE, in February 2023; ii) all the VIE’s assets and liabilities (excluding the Internet Content Provider (ICP) license), business contracts, intellectual properties, and employees were transferred to a subsidiary of the WFOE at nil consideration; iii) the VIE Arrangements were terminated on June 30, 2023. The Group concludes that the Restructuring does not represent a strategic shift, nor will it have a major effect on Company Group’s operations and financial results. Prior to May 2023, Company relied on contractual arrangements among Subsidiary A, or the WFOE, Subsidiary B, the former variable interest entity which is referred to as the “former VIE,” and its nominee shareholders to direct the business operations of the former VIE and its subsidiaries. Since early 2023, Company has been implementing a series of transactions to restructure its organization and business operations, which is referred to as the “Restructuring.” In connection with the Restructuring, the WFOE, the former VIE, and nominee equity holders of the former VIE entered into a series of agreements, or the VIE Restructuring Agreements, pursuant to which the WFOE acquired 100% equity interest in the former VIE’s subsidiaries. As of the date of this prospectus, Company's operations in mainland China are conducted by its subsidiaries, and it does not have any VIE structure. The holding company structure involves unique risks to investors. As a holding company, Company may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to its shareholders. Company’s involvement with the Variable Interest Entities (VIEs) under the VIE Arrangements affected Company’s consolidated financial position, consolidated and combined results of operations, and cash flows as indicated below. Pursuant to the Restructuring, Company ceased to consolidate the Variable Interest Entities (VIEs) on June 30, 2023. The following consolidated assets and liabilities information of Company’s VIEs as of December 31, 2022, and consolidated revenues, net loss, and cash flow information for the years ended December 31, 2023, 2022, and 2021 have been included in the accompanying consolidated and combined financial statements. All intercompany transactions and balances with Company and its subsidiaries, prior to the Restructuring, have been eliminated upon consolidation.
(ii) the right to unconditionally receive all dividends or interest declared by the VIE and all of the assets of the VIE; (iii) the right to receive the benefits of the VIE through its exclusive option to acquire 100% of the equity interests in the VIE, to the extent permitted under respective laws and regulations. Accordingly, the financial statements of the VIE are included in Company's consolidated and combined financial statements. Under the terms of the Variable Interest Entity (VIE) Arrangements, the VIE’s nominee equity holders have no rights to the net assets nor obligations to fund the deficit, and such rights and obligations have been vested to Company through the Wholly Foreign-Owned Enterprise (WFOE). All of the deficit (net liabilities) and net loss of the VIEs are attributed to Company through WFOE. The principal terms of the Variable Interest Entity (VIE) Arrangements are as follows: [Table Level]
- Table Title: Principal Subsidiaries of Company.
- Table Summary: This table lists the principal subsidiaries of Company along with their respective jurisdictions of incorporation. It provides insights into the global corporate structure of Company.
- Context: The table is a part of a legal opinion document related to the registration of Company and is positioned between discussions on legal matters and a consent statement from an accounting firm.
- Special Notes: The jurisdictions include multiple countries, highlighting the international scope of Company.

[Row Level]
Row 1: "Subsidiary A is incorporated in Hong Kong."
Row 2: "Subsidiary B is incorporated in Hong Kong."
Row 3: "Subsidiary C is incorporated in the United Kingdom."
Row 4: "Subsidiary D is incorporated in the United Kingdom."
Row 5: "Subsidiary E is incorporated in Germany."
Row 6: "Subsidiary F is incorporated in the Netherlands."
Row 7: "Subsidiary G is incorporated in the People's Republic of China."
Row 8: "Subsidiary H is incorporated in the People's Republic of China."
Row 9: "Subsidiary I is incorporated in the People's Republic of China."
Row 10: "Subsidiary J is incorporated in the People's Republic of China."
Row 11: "Subsidiary K is incorporated in the People's Republic of China."
Row 12: "Subsidiary L is incorporated in the People's Republic of China." 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”). Pursuant to the Merger Agreement, (i) Merger Sub 1 was merged with and into Subsidiary A (the “First Merger”), with Subsidiary A 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 Subsidiary A 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”). This prospective financial information incorporates certain financial and operational assumptions, including, but not limited to, future industry performance, general business, economic, market and financial conditions, and matters specific to Company's business. In addition, such projections incorporate assumptions relating to (a) sales volumes, average selling prices, and revenues, which could be significantly impacted by economic events and consumer demand for Company's vehicles; (b) Company's expectation to sell vehicles internationally, which could be impacted by trade policies, regulatory constraints, and other factors; (c) Company's ability to maintain the strength of its brand; (d) Company's ability to manage costs of raw materials and certain components and the associated manufacturing costs of its products and services; (e) projected growth in the luxury BEV market; and (f) Company's ability to satisfy delivery of its electric vehicles and introduce new models on the timeline and at the quantities planned. Accordingly, if the PRC government finds that the VIE Arrangements do not comply with its restrictions on foreign ownership of businesses, or if the PRC government otherwise finds that Company’s corporate structure and contractual arrangements are in violation of local laws or regulations or lack the necessary permits or licenses to operate Company’s business, the relevant regulatory authorities would have broad discretion in dealing with such violations, including: ● revoking the business and operating licenses of Company’s Variable Interest Entities; Company conducts its business worldwide. One of Company's key business strategies is to pursue international expansion of its operations and market its products in multiple jurisdictions. The global nature of Company's business could have a material adverse effect on its financial condition and results of operations. As a result, Company's operations are and the company expects that its operations will be subject to a variety of risks and challenges associated with doing business internationally and entering into new markets, including an increase in expenses and diversion of management’s attention from other aspects of the business. Accordingly, Company's business and financial results in the future could be adversely affected due to a variety of factors, including: ● changes in, or impositions of, legislative or regulatory requirements on the automotive industry and supply chain management; ● issues related to export or import restrictions, including deemed export restrictions, tariffs, quotas, and other trade barriers and restrictions, as well as overseas shipment schedules and customs clearance requirements and processes; ● international economic and political conditions, and other political tensions between countries in which Company conducts business; On November 12, 2021, Company's variable interest entity (VIE) and Vendor A incorporated Ningbo Robotics. The VIE and Vendor A hold 60% and 40% equity interests and invested US$9,449 and US$6,299 in Ningbo Robotics, respectively. Pursuant to the shareholder agreement entered into by Company's variable interest entity and Vendor A: If there is any disagreement or disputes arising between Ningbo Robotics and Vendor A, Vendor A has the right to require the Wholly Foreign-Owned Enterprise (WFOE) or the Variable Interest Entity (VIE) or the entity designated by the WFOE or VIE to acquire the 40% equity interest in Ningbo Robotics at the consideration of RMB40,000 in cash. 2) Vendor A is required to sell its 40% equity interest in Ningbo Robotics to the Wholly Foreign-Owned Enterprise (WFOE) or the Variable Interest Entity (VIE) or the entity designated by the WFOE or VIE no later than the third anniversary date of the incorporation of Ningbo Robotics. ● requiring the Company to restructure the ownership structure or operations, including terminating the contractual arrangements and deregistering equity pledges made by the nominee equity holders of the Variable Interest Entities, which in turn would affect the ability to consolidate, derive economic interests from, or exert effective control over the Variable Interest Entities;  
● restricting or prohibiting the Company’s use of the proceeds of overseas offerings to finance the business and operations in mainland China; or  
● taking other regulatory or enforcement actions that could be harmful to the business. If the imposition of any of these penalties or the requirement to restructure Company's corporate structure causes Company to lose the rights to direct the activities of the Variable Interest Entities or Company's right to receive its economic benefits, Company would no longer be able to consolidate the financial results of the Variable Interest Entities in its consolidated and combined financial statements. Company’s involvement with the Variable Interest Entities under the Variable Interest Entity Arrangements affected Company’s consolidated financial position, consolidated and combined results of operations, and cash flows as indicated below. 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. Accordingly, these agreements would be interpreted in accordance with PRC laws, and any disputes would be resolved in accordance with PRC legal procedures. Uncertainties in the PRC legal system could limit Company’s ability to enforce these VIE Arrangements. In the event that Company is unable to enforce these VIE Arrangements, or if Company suffers significant time delays or other obstacles in the process of enforcing these VIE Arrangements, it would be difficult to exert effective control over VIEs, and Company’s ability to conduct its business and the results of operations and financial condition may be materially and adversely affected. In the opinion of management, based on the legal opinion obtained from Company’s PRC legal counsel, the above Variable Interest Entity (VIE) Arrangements were legally binding and enforceable and did not violate current PRC laws and regulations. However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. The above agreements are collectively referred to as VIE Arrangements. Through the VIE Arrangements, the nominee equity holders of the Variable Interest Entity (VIE) granted all their legal rights, including voting rights and disposition rights of their equity interests in the VIE, to the Wholly Foreign-Owned Enterprise (WFOE). The nominee equity holders of the VIE did not participate in income and loss and did not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Accordingly, the VIE was considered a variable interest entity. Because the Wholly Foreign-Owned Enterprise (WFOE) has (i) the power to direct the activities of the Variable Interest Entity (VIE) that most significantly impact the economic performance of the VIE; and (ii) the right to receive benefits from the VIE that could potentially be significant to the VIE, the WFOE is the primary beneficiary of the VIE. Under the terms of the Variable Interest Entity (VIE) Arrangements, Company, through the Wholly Foreign-Owned Enterprise (WFOE), has (i) the right to receive economic benefits that could potentially be significant to the VIE in the form of service fees under the Exclusive Consulting and Service Agreement; The spouses of each nominee equity holder signed Spousal Consent Letters. Under the Spousal Consent Letters, the signing spouse unconditionally and irrevocably agreed that the equity interest in the Variable Interest Entity (VIE) held by and registered under the name of her spouse will be disposed of pursuant to the abovementioned Equity Pledge Agreement, Exclusive Purchase Option Agreement, Exclusive Consulting and Service Agreement, and Powers of Attorney. Moreover, the spouse confirmed she has no rights and will not assert in the future any right over the equity interests in the VIE held by her spouse. In addition, in the event that the spouse obtains any equity interest in the VIE held by her spouse for any reason, she agrees to be bound by and sign any legal documents substantially similar to the contractual arrangements entered into by her spouse, as may be amended from time to time. Company relies on the Variable Interest Entity (VIE) Arrangements to operate and control VIEs. All of the VIE Arrangements are governed by PRC laws and provide for the resolution of disputes through arbitration under PRC laws. (ii) the right to unconditionally receive all dividends or interest declared by the VIE and all of the assets of the VIE; (iii) the right to receive the benefits of the VIE through its exclusive option to acquire 100% of the equity interests in the VIE, to the extent permitted under respective laws and regulations. Accordingly, the financial statements of the VIE are included in Company’s consolidated and combined financial statements. Under the terms of the Variable Interest Entity (VIE) Arrangements, the VIE’s nominee equity holders have no rights to the net assets nor obligations to fund the deficit, and such rights and obligations have been vested to Company through the Wholly Foreign-Owned Enterprise (WFOE). All of the deficit (net liabilities) and net loss of the VIEs are attributed to Company through WFOE. The principal terms of the Variable Interest Entity (VIE) Arrangements are as follows: (ii) Net cash used in operating activities includes amounts of US $88,423, US $3,348, and nil paid to the Group's subsidiaries, as well as amounts of US $86,697, US $34, and nil provided by the Group's subsidiaries for the period between January 1, 2023, and the completion of the restructuring, and for the years ended December 31, 2022, and 2021, respectively, which were eliminated upon consolidation. Net cash provided by financing activities includes amounts of US \$158,509, US \$10,611, and US \$11,055 paid to the Company’s subsidiaries, as well as amounts of US \$32,715, nil, and nil provided by the Company’s subsidiaries for the period between January 1, 2023, and the completion of the restructuring, and for the years ended December 31, 2022, and 2021, respectively, which were eliminated upon consolidation. In accordance with the VIE Arrangements, Company has the power to direct the activities of the VIEs. Therefore, Company considers that there are no assets in the VIEs that can be used only to settle obligations of the VIEs, except for paid-in capital of US$155 as of December 31, 2022. imposing fines or confiscating any of the Variable Interest Entities’ income that the authorities deem to have been obtained through illegal operations; ● imposing conditions or requirements with which Company's subsidiaries or the Variable Interest Entities (VIEs) may not be able to comply; ● requiring Company to restructure the ownership structure or operations, including terminating the contractual arrangements and deregistering equity pledges made by the nominee equity holders of the VIEs, which in turn would affect the ability to consolidate, derive economic interests from, or exert effective control over the VIEs; ● restricting or prohibiting Company's use of the proceeds of overseas offerings to finance the business and operations in mainland China; or   
● taking other regulatory or enforcement actions that could be harmful to the business. If the imposition of any of these penalties or the requirement to restructure Company's corporate structure causes Company to lose the rights to direct the activities of the Variable Interest Entities (VIEs) or Company's right to receive its economic benefits, Company would no longer be able to consolidate the financial results of the VIEs in its consolidated and combined financial statements. The above agreements are collectively referred to as Variable Interest Entity (VIE) Arrangements. Through the VIE Arrangements, the nominee equity holders of the VIE granted all their legal rights, including voting rights and disposition rights of their equity interests in the VIE, to the Wholly Foreign-Owned Enterprise (WFOE). The nominee equity holders of the VIE did not participate in income and loss and did not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Accordingly, the VIE was considered a variable interest entity. Because the Wholly Foreign-Owned Enterprise (WFOE) has (i) the power to direct the activities of the Variable Interest Entity (VIE) that most significantly impact the economic performance of the VIE; and (ii) the right to receive benefits from the VIE that could potentially be significant to the VIE, the WFOE is the primary beneficiary of the VIE. Under the terms of the Variable Interest Entity (VIE) Arrangements, Company, through the Wholly Foreign-Owned Enterprise (WFOE), has (i) the right to receive economic benefits that could potentially be significant to the VIE in the form of service fees under the Exclusive Consulting and Service Agreement; On November 12, 2021, Company.'s variable interest entity (VIE) and Vendor A incorporated Ningbo Robotics. The VIE and Vendor A hold 60% and 40% equity interest and invested US$9,449 and US$6,299 in Ningbo Robotics, respectively. Pursuant to the shareholder agreement entered into by Company.'s variable interest entity and Vendor A: If there is any disagreement or dispute arising between Ningbo Robotics and Vendor A, Vendor A has the right to require the Wholly Foreign-Owned Enterprise (WFOE) or the Variable Interest Entity (VIE) or the entity designated by the WFOE or VIE to acquire the 40% equity interest in Ningbo Robotics at the consideration of RMB40,000 in cash. 2) Vendor A is required to sell its 40% equity interest in Ningbo Robotics to the Wholly Foreign-Owned Enterprise (WFOE) or the Variable Interest Entity (VIE) or the entity designated by the WFOE or VIE no later than the third anniversary date of the incorporation of Ningbo Robotics.