Company has a strategic partnership with Counterparty A Auto, which includes collaboration on technology development, manufacturing, and distribution. This relationship leverages Counterparty A Auto's expertise in automotive production and Company's innovation in design and engineering.
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 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 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 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. 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 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 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. 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 Subsidiary B 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. 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 the company or at all. The 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.
Under the terms of the agreement, Company received a non-exclusive, perpetual, irrevocable, and non-sublicensable license for the electric automotive chassis and autonomous driving technology platform (the “Counterparty A License”) with consideration of US\$288,948. The Counterparty A License is contractually restricted to be used in certain R&D projects of Company. Company concludes that the Counterparty A License has no alternative future use; therefore, the cost of the license has been expensed as research and development expenses in the consolidated and combined statement of comprehensive loss for the year ended December 31, 2021. (vii) In November 2021, Company obtained the trademark licenses (Note 7) from Subsidiary B, a related party controlled by Counterparty A Holding, by issuing Company’s 47,995,443 ordinary shares to Subsidiary C, a related party controlled by Counterparty A Holding. (viii) On December 2, 2021, Company, through its subsidiary, Subsidiary A, entered into an equity transfer agreement, pursuant to which Subsidiary A agreed to acquire 100% equity interest in Subsidiary D from a related party, Counterparty A, at the consideration of US\$15,512, which was settled in June 2022. 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. For parts requiring special designs, Company reviews design proposals and chooses largely based on design-related factors. However, in certain cases, Company has limited choices given its scale, such as battery cell packages, so in such circumstances, Company typically partners with suppliers that it believes to be well-positioned to meet its needs. In addition, when part suppliers are selected, Company has established certain environmental guidelines in accordance with its ESG strategies and goals. 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. For example, Company has designed 17 kinds of welding processes to realize lightweight vehicle mass production. The lightweight design enables BEV models to have faster straight-line acceleration, increased range, and extraordinary handling. Company has a dedicated global team to support its R&D activities with a sizable scale and comprehensive functionalities, covering all major technological perspectives. The company's approach to innovation demonstrates an interconnected global collaboration among highly experienced and dedicated Company teams across Europe and China, each with different technological focuses. Company's research and development efforts are focusing on the development of key EV technologies while benefiting from the technological support from the Counterparty A Holding ecosystem. Company intends to continually develop cutting-edge technologies, including its 800-volt EPA architecture and hardware, algorithms, and software system to enhance the competitiveness of its vehicles. Company also plans to monetize its R&D capabilities by licensing its intellectual properties and software via subscriptions to other luxury auto brands. Company's cloud security policies seek to enable secure cloud architecture deployments and extend security capabilities. Utilizing signed certificates, encryption keys, message authentication codes, and cryptographic algorithms, Company has deployed authentication and encryption as part of its efforts to secure its products, software, vehicles and their components, and over-the-air updates. Additionally, Company utilizes pre-condition checks, sequence and dependency execution, failure detection, and rollback and recovery when performing updates during the over-the-air process. 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: 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 Holding 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. 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. 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. Under the terms of the agreement, Company received a non-exclusive, perpetual, irrevocable, and non-sublicensable license for the electric automotive chassis and autonomous driving technology platform, referred to as the “Counterparty A License,” with a consideration of US$288.9 million. The Counterparty A License is contractually restricted to be used in certain of Company's R&D projects. Company concludes that the Counterparty A License has no alternative future use; therefore, the cost of the license has been expensed as research and development expenses in the consolidated and combined statement of comprehensive loss for the year ended December 31, 2021. In November 2021, Company obtained the trademark licenses from Company C, a related party controlled by Counterparty A Holding, by issuing 47,995,443 ordinary shares to Subsidiary D, a related party controlled by Counterparty A Holding. On December 2, 2021, Subsidiary A, a subsidiary of Company, entered into an equity transfer agreement, pursuant to which Subsidiary A agreed to acquire 100% equity interest in Subsidiary C from a related party, Counterparty A, at a consideration of US$15.5 million, which was settled in June 2022. 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 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 BEV market and strengthening its leadership position. 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 launch two additional fully-electric vehicles over the next two years, including a D-segment SUV in 2025 and a BEV lifestyle sports car in 2026. Company also intends to upgrade its models to equip its vehicles with innovative technology and design. Focus on sustainability and lead in electrification. ● 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 its current and potential competitors have substantially greater financial, technical, manufacturing, marketing, and other resources than Company. These competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing, and support of their products. Additionally, many of these competitors also have greater name recognition, longer operating histories, larger sales forces, broader customer and industry relationships, and other tangible and intangible resources that exceed those of 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. Company's research and development efforts are focusing on the development of key electric vehicle technologies while benefiting from the technological support from the Counterparty A ecosystem. Company intends to continually develop cutting-edge technologies, including the 800-volt EPA architecture and hardware, algorithms, and software systems to enhance the competitiveness of its vehicles. Company also plans to monetize its R&D capabilities by licensing its intellectual properties and software via subscriptions to other luxury automotive brands. Guided by Company's R&D leaders, the global research and development team has extensive experience in the automotive and technology industries. As of December 31, 2023, Company's R&D team consisted of 1,802 professionals with extensive knowledge in automotive engineering, software, and artificial intelligence, as well as diversified working experiences from leading vehicle manufacturers globally. Such composition ensures solid technology development capabilities, especially in intelligence and digitalization. The diversified cultural and professional background promotes the exchange of ideas from different perspectives and ensures the generation of innovations. 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. 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. 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”) 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. (a) Related parties Names of the major related parties  
Counterparty A Holding  
Ningbo Counterparty A R&D  
Zhejiang Liankong Technologies Co., Ltd. (“Zhejiang Liankong”)  
Subsidiary D  
Founders Onshore Vehicle  
Counterparty A  
Wuhan Counterparty A Auto Parts Co., Ltd. (“Wuhan Counterparty A Auto Parts”)  
Zhejiang Counterparty A Automobile Co., Ltd. Wuhan Branch (“Counterparty A Auto Wuhan Branch”)  
Counterparty B  
Counterparty B (Hubei) Technology Co., Ltd. (“Hubei Counterparty B”)  
Hubei Counterparty B Technology Co., Ltd.  
Subsidiary F  
Beijing Company Cars Sales Co., Ltd.  
Counterparty A  
Counterparty C Corporation  
Zhejiang Jirun Automobile Co., Ltd.  
Zhejiang Counterparty A Automobile Co., Ltd.  
Hangzhou Xuanyu Human Resources Co., Ltd.  
Zhejiang Counterparty A Business Service Co., Ltd.  
China Euro Vehicle Technology AB  
Radar New Energy Automobile (Zhejiang) Co., Ltd.  
Counterparty A Automobile Group Co., Ltd.  
Counterparty D Sales Netherlands BV  
Counterparty A Automobile Research Institute (Ningbo) Co., Ltd.  
JChin (Shanghai) Mechanical and Electrical Equipment Co., Ltd.  
Counterparty E Automotive China Distribution Co., Ltd.  
Hangzhou Fenghua Souvenir Co., Ltd.  
Zhejiang Jisu Procurement Management Co., Ltd.  
Zhejiang Huanfu Technology Co., Ltd.  
Chengdu Jinluda Automobile Sales Service Co., Ltd.  
Hangzhou Luhongyuan Automobile Sales Service Co., Ltd.  
Hubei Changjiang Chegu Industry Investment Fund Partnership  
Wuxi Stardrive Technology Co., Ltd.  
Zhejiang Xitumeng Digital Technology Co., Ltd.  
Northpole GLY 3 LP  
Company Cars USA Inc.  
Counterparty D Investment Co., Ltd.  
Hangzhou Counterparty A EVUN Technology Co., Ltd.  
Jizhi Culture Creative Co., Ltd.  
Counterparty C Personvagnar Aktiebolag  
Shanghai Global Trading Corporation  
Viridi E-Mobility (Ningbo) Co., Ltd.  
Zhejiang Yaoning New Materials Technology Co., Ltd. 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. The global luxury BEV market is expected to grow rapidly at a CAGR of 35% from 2021 to 2031 and reach 1.9 million units by 2031, according to a third-party source. 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 its competitors and expects to continue launching its BEV models, targeting to become the first traditional luxury auto brand to achieve a 100% BEV product portfolio by 2027, expecting to create significant early mover advantages in terms of electrification progress compared to other brands. Iconic brand with racing heritage. Company regards its patents, trademarks, copyrights, domain names, know-how, proprietary technologies, and similar intellectual property as critical to its success. Company's intellectual property portfolio consists of rights in, among others, vehicle architecture, intelligent cabin technology, intelligent driving systems, and fast charging solutions. As of June 30, 2024, Company had 422 registered patents and 926 pending patent applications in various jurisdictions such as mainland China, the U.S., Japan, and the U.K., including patents for its vehicle architecture, intelligent cabin technology, intelligent driving systems, and fast charging solutions. Company also had 362 registered trademarks, including “ELETRE” and “EMEYA,” registered copyrights for 47 software programs developed by the company relating to various aspects of its operations, as well as 113 registered domain names as of June 30, 2024. 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 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 ecosystem and have years of strong partnership with Counterparty A. Additionally, many of these competitors also have greater name recognition, longer operating histories, larger sales forces, broader customer and industry relationships, and other tangible and intangible resources that exceed those of 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, the company's products. Additional mergers and acquisitions in the electric vehicle and luxury automotive markets may result in even more resources being concentrated in Company's competitors. Company believes that its brand and history, focus on design and experience, advanced technologies, relationship with Counterparty A, and the benefits obtained during the vehicle development phase, along with its future-proof approach, provide a competitive edge and enable the formulation of a highly differentiated go-to-market strategy. Company also has a scalable asset-light business model that is believed to generate significant competitive advantages, allowing the company to incur less upfront capital expenditure and focus on research and development and technologies. 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. 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 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. As a leader in the electrification transformation of the luxury car segment, Company has launched its E-segment BEV model years ahead of competitors and plans to continue launching additional BEV models. Company also aims to become the first traditional luxury auto brand to achieve a 100% BEV product portfolio by 2027. As part of its sustainability commitment, Company aims to achieve carbon neutrality by 2038, with the Company Global Smart Factory, which is owned and operated by Counterparty A. Company expects to continue focusing on sustainability leadership through waste reduction and the ongoing adoption of renewable energy and recyclable materials. 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. (a) Related parties  
Counterparty A Holding  
Ningbo Counterparty A R&D  
Subsidiary D  
Founders Onshore Vehicle Counterparty A  
Wuhan Counterparty A Auto Parts Co., Ltd.  
Counterparty A Auto Wuhan Branch  
Counterparty B  
Counterparty B (Hubei) Technology Co., Ltd.  
Subsidiary F  
Beijing Company Cars Sales Co., Ltd.  
Counterparty A Volvo Car Corporation  
Zhejiang Counterparty A Automobile Co., Ltd.  
Hangzhou Xuanyu Human Resources Co., Ltd.  
Zhejiang Counterparty A Business Service Co., Ltd.  
China Euro Vehicle Technology AB  
Radar New Energy Automobile (Zhejiang) Co., Ltd.  
Counterparty A Automobile Group Co., Ltd.  
Counterparty A Sales Netherlands BV  
Counterparty A Automobile Research Institute (Ningbo) Co., Ltd.  
JChin (Shanghai) Mechanical and Electrical Equipment Co., Ltd.  
Polestar Automotive China Distribution Co., Ltd.  
Hangzhou Fenghua Souvenir Co., Ltd.  
Zhejiang Jisu Procurement Management Co., Ltd.  
Zhejiang Huanfu Technology Co., Ltd.  
Chengdu Jinluda Automobile Sales Service Co., Ltd.  
Hangzhou Luhongyuan Automobile Sales Service Co., Ltd.  
Hubei Changjiang Chegu Industry Investment Fund Partnership  
Wuxi Stardrive Technology Co., Ltd.  
Zhejiang Xitumeng Digital Technology Co., Ltd.  
Northpole GLY 3 LP  
Company Cars USA Inc.  
Counterparty A Investment Co., Ltd.  
Hangzhou Counterparty A EVUN Technology Co., Ltd.  
Jizhi Culture Creative Co., Ltd.  
Volvo Personvagnar Aktiebolag  
RENAULT S.A.S 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. If Company is unable to maintain collaboration with Counterparty A, the company's 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. 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. 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. 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. Company launched its first fully electric Hyper-SUV, the Eletre, in 2022. 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. Company and Subsidiary B have entered into a 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 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 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 June 30, 2024, Company had 207 stores in its global distribution network, and 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. 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. 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. 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. Company develops battery electric vehicles (BEVs) and technologies through cutting-edge design, research and development, and sustainable choices. Company has a dedicated global team in the U.K., Germany, and China to conduct its research and development activities, such as developing electric powertrain architecture (EPA), intelligent driving systems, aerodynamics, and cloud services, among others, supported by a strong portfolio of intellectual properties. The company's major research and development efforts are centered on architecture and chassis platforms, intelligent driving, e-mobility platforms, cabin and connectivity, and engineering design. As of December 31, 2023, Company had 1,802 research and development employees, which accounted for 56.7% of its total number of employees. Company believes that continued investments in technologies are critical to establishing market share, attracting new customers, and becoming a profitable global BEV developer. 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. Guided by Company's R&D leaders, the global research and development team has extensive experience in the automotive and technology industries. As of June 30, 2024, Company's R&D team consisted of 1,631 professionals with extensive knowledge in automotive engineering, software, and artificial intelligence, as well as diversified working experiences from leading vehicle manufacturers globally. Such composition ensures solid technology development capabilities, especially in intelligence and digitalization. The diversified cultural and professional background promotes the exchange of ideas from different perspectives and ensures the generation of innovations. Company established Subsidiary A in China, the arm of its in-house intelligent driving competence. Subsidiary A is committed to developing advanced intelligent driving technologies to foster global industry growth. Subsidiary A has established itself as a global premier provider of comprehensive intelligent driving solutions, including advanced intelligent driving platform software, cloud toolchains, integrated hardware and software development, and intelligent driving operation solutions. Starting from 2024, Subsidiary A has been providing end-to-end intelligent driving solutions to several leading automakers, including Counterparty A and Counterparty B. Aside from the EPA, Company has developed a leading Advanced Driver Assistance System (ADAS) with fully embedded Level 4-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 seamless collaboration among highly experienced and dedicated Company teams to support its world-class R&D capabilities. 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. 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 OEMs. Additionally, leveraging Counterparty A’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 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. Subsidiary A (hereinafter referred to as the “Transferor”); and Counterparty A  
(hereinafter referred to as “Transferee”). (Each of the Transferor and Counterparty A shall, as the context permits, be referred to individually as a “Party” and collectively as the “Parties”). 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。 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'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 introduce two new models in the near future. Company believes that its R&D capability is one of its key competitive strengths. Drawn from the Company brand's 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, achieving economies of scale. 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 Counterparty B, Counterparty C, and Counterparty D, 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. Company's future profitability depends on its ability to develop its vehicles in a cost-effective manner. As part of the development process, Company's vehicles use a wide variety of components, raw materials, and other supplies. Company expects that its cost of sales will be affected primarily by its production volume. The cost of sales will also be affected by fluctuations in certain raw material prices, although Company typically seeks to manage these costs and minimize their volatility through its supply of framework agreements with its suppliers. In addition, Company's results of operations are further affected by its ability to maintain and improve its operating efficiency, as measured by total operating expenses as a percentage of revenues. This is important to the success of the business and the prospect of gradually achieving profitability. As the business grows, Company expects to improve its operating efficiency and achieve economies of scale. 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. 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 Subsidiary A and further positioned the company as a luxury lifestyle battery electric vehicle (BEV) manufacturer. Counterparty A, 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. Positioned as the only Counterparty A-affiliated brand with sports car DNA, Company has received comprehensive support from Counterparty A 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.