The most recent financing transaction announced by Company involved a strategic investment from Investor A. The specific details of this transaction include an investment amount of $100 million, which was completed on October 15, 2023. The investment was structured as a convertible note with a maturity date of October 15, 2028, and a conversion price set at $10 per share. Additionally, Investor A will receive a seat on Company's board of directors as part of the agreement.
[Table Level]  
- Table Title: Exhibit Documents Summary  
- Table Summary: This table lists various exhibits related to agreements, consents, and documents involving Company and associated parties. Each exhibit is referenced by its exhibit number accompanied by a brief description of its content and context within regulatory filings.  
- Context: The table follows detailed descriptions of various agreements and related documents associated with Company as of late 2023. It precedes a section on undertakings related to registration statements.  
- Special Notes: Some entries include special notations such as *, #, and †, which may indicate document type, confidentiality, or refer to additional notes.  

[Row Level]  
Row 1: Exhibit 10.36 describes a Convertible Note Purchase Agreement dated June 24, 2024, between Company and Counterparty A International (Hong Kong) Limited, referenced from Exhibit 10.1 in a Form 6-K filed on June 24, 2024.  

Row 2: Exhibit 10.37 refers to the Form of Senior Convertible Note, incorporated by Exhibit 10.2 in a Form 6-K filed on June 24, 2024.  

Row 3: Exhibit 10.38#† details a Securities Purchase Agreement dated September 16, 2024, between Company and Counterparty B, referenced from Exhibit 99.1 in a Form 6-K filed on September 16, 2024.  

Row 4: Exhibit 10.39# mentions a Registration Rights Agreement dated September 16, 2024, between Company and Counterparty B, referenced from Exhibit 99.2 in a Form 6-K filed on September 16, 2024.  

Row 5: Exhibit 21.1* lists the subsidiaries of Company.  

Row 6: Exhibit 23.1* provides the consent of Firm A, the independent registered accounting firm for Company.  

Row 7: Exhibit 23.2* includes the consent of Firm B, referenced in Exhibit 5.1.  

Row 8: Exhibit 23.3* details the consent of Firm C.  

Row 9: Exhibit 24.1* outlines the Power of Attorney, included in the signature page of the Registration Statement.  

Row 10: Exhibit 99.1 describes the Code of Business Conduct and Ethics of Company, incorporated by reference from Exhibit 99.1 in a Form F-1 filed on May 3, 2024.  

Row 11: Exhibit 101.INS* contains the Inline XBRL Instance Document.  

Row 12: Exhibit 101.SCH* includes the Inline XBRL Taxonomy Extension Schema Document.  

Row 13: Exhibit 101.CAL* provides the Inline XBRL Taxonomy Extension Calculation Linkbase Document.  

Row 14: Exhibit 101.DEF* details the Inline XBRL Taxonomy Extension Definition Linkbase Document.  

Row 15: Exhibit 101.LAB* describes the Inline XBRL Taxonomy Extension Label Linkbase Document.  

Row 16: Exhibit 101.PRE* includes the Inline XBRL Taxonomy Extension Presentation Linkbase Document.  

Row 17: Exhibit 104* mentions the Cover Page Interactive Data File embedded within the Inline XBRL document.  

Row 18: Exhibit 107* refers to the Filing Fee Table.
Company has a limited operating history, and its ability to develop, manufacture, and deliver automobiles of high quality and appeal to customers, on schedule, and on a large scale is unproven and still evolving. Company's electric vehicle (EV) business was founded in 2018. The company's first vehicle model, the Eletre, was launched in 2022. There is limited historical basis for making judgments on the demand for Company's vehicles or the company's ability to develop, manufacture, and deliver vehicles, or its profitability in the future. It is difficult to predict Company's future revenues and appropriately budget for its expenses, and the company may have limited insight into trends that may emerge and affect its business. The sustainability of Company's business depends, in large part, on the company's ability to timely execute its plan to develop, manufacture, and deliver on a large scale automobiles of high quality and appeal to customers. Company has entered into an agreement with Counterparty A to manufacture its new models for the global market using the Wuhan manufacturing facility. [Table Level]

- Table Title: Consolidated and Combined Statements of Comprehensive Loss
- Table Summary: The table presents a detailed overview of the financial performance of Company for the fiscal years ended December 31, 2023, 2022, and 2021. It includes information on revenues, costs, operating expenses, and other financial metrics affecting net loss. The values are expressed in thousands of US dollars.
- Context: The financial data provided in the table should be interpreted alongside "Management’s Discussion and Analysis of Financial Condition and Results of Operation" and accompanying financial statements.
- Special Notes: All figures are in thousands, except for percentages.

[Row Level]

Row 1: In 2023, sales of goods amounted to $660,158; in 2022, they were $1,186; and in 2021, they were $369.

Row 2: Service revenues were $18,850 in 2023, $8,371 in 2022, and $3,318 in 2021.

Row 3: Total revenues reached $679,008 in 2023, while in 2022, they were $9,557, and $3,687 in 2021.

Row 4: The cost of goods sold in 2023 was $564,741, in 2022 was $948, and in 2021 was $331.

Row 5: Cost of services accounted for $12,086 in 2023, $6,302 in 2022, and $2,799 in 2021.

Row 6: Total cost of revenues was $576,827 in 2023, $7,250 in 2022, and $3,130 in 2021.

Row 7: Gross profit was $102,181 in 2023, $2,307 in 2022, and $557 in 2021.

Row 8: Research and development expenses amounted to $368,729 in 2023, $445,844 in 2022, and $511,364 in 2021.

Row 9: Selling and marketing expenses were $328,935 in 2023, $151,331 in 2022, and $38,066 in 2021.

Row 10: General and administrative expenses in 2023 were $144,533, in 2022 were $148,369, and in 2021 were $54,763.

Row 11: Government grants provided $4,077 in 2023, $55,824 in 2022, and $490,694 in 2021.

Row 12: Total operating expenses were $838,120 in 2023, $689,720 in 2022, and $113,499 in 2021.

Row 13: Operating loss for 2023 was $735,939, for 2022 was $687,413, and for 2021 was $112,942.

Row 14: Interest expenses incurred were $10,200 in 2023, $8,542 in 2022, and $3,615 in 2021.

Row 15: Interest income was $9,204 in 2023, $12,188 in 2022, and $6,219 in 2021.

Row 16: Investment (loss) income, net, was $1,162 in 2023, $3,246 in 2022, and $2,229 in 2021.

Row 17: Share of results of equity method investments generated a loss of $1,048 in 2023, $2,762 in 2022, and $0 in 2021.

Row 18: Foreign currency exchange gains (losses), net, included a gain of $42 in 2023, a loss of $11,505 in 2022, and a gain of $798 in 2021.

Row 19: Changes in fair values of mandatorily redeemable noncontrolling interest, exchangeable notes, and convertible notes, excluding instrument-specific credit risk, resulted in a loss of $7,531 in 2023, $22,991 in 2022, and $1,367 in 2021.

Row 20: Changes in fair values of put option liabilities led to a loss of $2,508 in 2023, with no data for 2022 and 2021.

Row 21: Loss before income taxes was $749,142 in 2023, $724,271 in 2022, and $108,678 in 2021.

Row 22: Income tax expense was $1,113 in 2023, $292 in 2022, and $1,853 in 2021.

Row 23: Net loss totaled $750,255 in 2023, $724,563 in 2022, and $110,531 in 2021. Company has operations across the UK, the EU, and China. The company is dedicated to delivering luxury lifestyle battery electric vehicles, with a focus on world-class research and development in next-generation automobility technologies such as electrification, digitalization, and more. For more information about Company, please visit www.group-Company.com. 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 Holding 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. (f) Company received deposits of nil, US$3 thousand, US$251 thousand, US$1.6 million, and nil from related parties for the six months ended June 30, 2024, and 2023, and the years ended December 31, 2023, 2022, and 2021, respectively. As of June 30, 2024, and December 31, 2023, and 2022, US$216 thousand and US$168 thousand and nil were included in accrued expenses and other current liabilities — related parties, and US$1.5 million, US$1.6 million, and US$1.6 million were included in other non-current liabilities — related parties, respectively. On January 31, 2023, Company entered into a distribution agreement with Subsidiary B, a wholly owned subsidiary of Subsidiary D and ultimately controlled by Company's controlling shareholder, pursuant to which Company was appointed as the exclusive global distributor to distribute certain models of vehicles and to provide after-sale services and brand, marketing, and public relations for such vehicles distributed by Subsidiary B since January 31, 2023, for a cash consideration of GBP18.1 million (equivalent to US$22.3 million). During the six months ended June 30, 2024, Subsidiary B has settled GBP18.1 million (equivalent to US$22.9 million). The following tables present Company's selected consolidated and combined financial data. Company prepares its consolidated and combined financial statements in accordance with U.S. GAAP. The selected consolidated and combined statements of comprehensive loss data for the years ended December 31, 2023, 2022, and 2021, the selected consolidated balance sheets data as of December 31, 2023, and 2022, and the selected consolidated and combined statements of cash flows data for the years ended December 31, 2023, 2022, and 2021 have been derived from Company's audited consolidated and combined financial statements for the years ended December 31, 2023, 2022, and 2021, which are included elsewhere in this prospectus. The selected consolidated statements of comprehensive loss data for the six months ended June 30, 2024, and 2023, the selected consolidated balance sheets data as of June 30, 2024, and the selected consolidated statements of cash flows data for the six months ended June 30, 2024, and 2023 have been derived from Company's unaudited condensed consolidated financial statements for the six months ended June 30, 2024, and 2023, which are included elsewhere in this prospectus. "Company continued to deliver strong operational growth, with total deliveries of 7,617 units in the first nine months of 2024, up by 136% year-on-year, driven by the European market," said Person A, Chief Executive Officer. "Company is excited to see significant progress in its intelligent driving business across the world, with revenue from customers other than Company surging to \$11 million, reflecting a year-on-year growth of 450%, contributing about 2% of total revenue. Company also launched Hyper Hybrid EV technology, in line with evolving market demands. The company remains committed to executing the ‘Win26’ Plan to drive efficiency and competitiveness, delivering sustainable value for its shareholders and investors." "Company has made continual improvements and streamlined its operations to drive efficiency, optimize resources, and achieve a reduction in operating expenses for four consecutive quarters," said Person B, Chief Financial Officer. [Table Level]
- Table Title: Consolidated Liabilities, Equity, and Shareholders' Deficit
- Table Summary: The table provides a breakdown of Company.'s financial liabilities, equity, and shareholders' deficit as of June 30, 2024, and December 31, 2023. It categorizes liabilities into non-current and outlines mezzanine equity and shareholders' deficit separately. It also includes details on commitments, contingencies, and equity specifics.
- Context: The table is part of Company.'s financial statements, prepared using consistent accounting policies, detailing the company's liabilities and equity structure with notable figures as of the specified dates.
- Special Notes: All amounts are in thousands of US dollars. Share details are based on the US$0.00001 par value per share. Redemption values for convertible preferred shares are included, with accompanying liquidation preferences.

[Row Level]
Row 1: As of June 30, 2024, contract liabilities to third parties amounted to $7,024, compared to $6,245 as of December 31, 2023.

Row 2: Operating lease liabilities to third parties were $81,393 on June 30, 2024, down from $91,929 at the end of 2023.

Row 3: Operating lease liabilities to related parties stood at $11,314 on June 30, 2024, slightly declining from $12,064 on December 31, 2023.

Row 4: Put option liabilities to third parties were $175,214 as of June 30, 2024, a decrease from $212,000 as of December 31, 2023.

Row 5: Put option liabilities to related parties were $11,884 as of December 31, 2023, with no data for June 30, 2024.

Row 6: Warrant liabilities amounted to $5,549 as of June 30, 2024.

Row 7: Exchangeable notes were recorded at $77,087 as of June 30, 2024, and $75,678 at the end of 2023.

Row 8: Convertible notes to third parties had balances of $75,970 as of June 30, 2024, and $81,635 at the end of 2023.

Row 9: Deferred income was $296,489 as of June 30, 2024, increasing from $270,097 as of December 31, 2023.

Row 10: Other non-current liabilities to third parties were $180,293 as of June 30, 2024, compared to $103,403 at the end of 2023.

Row 11: Other non-current liabilities to related parties were $1,548 on June 30, 2024, slightly less than $1,634 on December 31, 2023.

Row 12: The total non-current liabilities aggregated to $839,881 as of June 30, 2024, rising from $654,569 on December 31, 2023.

Row 13: Total liabilities were $2,680,335 as of June 30, 2024, compared to $2,411,850 at the end of 2023.

Row 14: The section for commitments and contingencies references Note 26.

Row 15: Mezzanine equity for Series Pre-A Redeemable Convertible Preferred Shares was recorded with no amount for June 30, 2024, and $184,509 as of December 31, 2023, with relevant share information provided.

Row 16: Series A Redeemable Convertible Preferred Shares similarly showed no amount for June 30, 2024, and $199,021 as of December 31, 2023.

Row 17: The total mezzanine equity was calculated at $383,530 as of December 31, 2023.

Row 18: Ordinary shares, outlined with share authorizations, issued, and outstanding, included values of $7 as of June 30, 2024, and $21 at the end of 2023.

Row 19: Additional paid-in capital was $1,855,063 as of June 30, 2024, increasing significantly from $358,187 at the end of 2023.

Row 20: Accumulated other comprehensive income was $25,278 on June 30, 2024, slightly up from $25,267 on December 31, 2023.

Row 21: The accumulated deficit was recorded at $(2,048,092) for June 30, 2024, compared to $(1,588,773) for December 31, 2023.

Row 22: The total shareholders' deficit attributable to ordinary shareholders was $(167,744) on June 30, 2024, a substantial change from $(1,205,298) at the end of 2023.

Row 23: Noncontrolling interests were $(6,337) as of June 30, 2024, and $(5,404) as of December 31, 2023.

Row 24: The total shareholders' deficit was $(174,081) on June 30, 2024, compared to $(1,210,702) on December 31, 2023.

Row 25: Total liabilities, mezzanine equity, and shareholders' deficit combined were $2,506,254 as of June 30, 2024, compared to $1,584,678 by the end of 2023. Company has established cash management policies to direct how funds are transferred among Company and its subsidiaries to ensure the efficient and compliant handling of funds. These policies dictate that each cash transfer shall (i) go through approval processes, ensuring that only authorized personnel are involved in the transaction, (ii) be properly recorded, facilitating audits and financial reviews, and (iii) be in compliance with all applicable laws and regulations, including anti-money laundering (AML) and know-your-customer (KYC) requirements. For the years ended December 31, 2023, 2022, and 2021, Company provided loans with principal amounts of US$231.6 million, US$5.9 million, and nil to its subsidiaries, and made capital contributions of US$302.3 million, US$94.7 million, and nil to its subsidiaries. For the years ended December 31, 2023, 2022, and 2021, Company provided loans with principal amounts of US$316.7 million, US$49.6 million, and nil to its subsidiaries, and made capital contributions of US$22.3 million, US$137.2 million, and US$108.9 million to its subsidiaries. For the years ended December 31, 2023, 2022, and 2021, Company repaid loans borrowed from other subsidiaries in the amounts of US$71.8 million, nil, and nil, respectively. [Table Level]
- Table Title: Parent Company Condensed Statements of Comprehensive Loss
- Table Summary: The table presents the financial position of Company as of June 30, 2024, and December 31, 2023. It details the assets, liabilities, and shareholders' equity, segmented into current and non-current categories, with respective net values.
- Context: The financial information has been prepared using consistent accounting policies, focusing on separate financial details while using the equity method concerning investments in subsidiaries.
- Special Notes: All amounts are in thousands of US dollars.

[Row Level]
- Row 1: As of June 30, 2024, cash amounted to $268,781, while on December 31, 2023, cash was $418,941.
- Row 2: Restricted cash by June 30, 2024, was $373,887, significantly increasing from $7,873 as of December 31, 2023.
- Row 3: Accounts receivable from third parties, net, were $72,798 on June 30, 2024, compared to $76,664 at the end of 2023.
- Row 4: Accounts receivable from related parties, net, were $19,674 on June 30, 2024, decreasing from $22,430 on December 31, 2023.
- Row 5: Inventories rose to $385,200 by June 30, 2024, from $265,190 at the end of the previous year.
- Row 6: Prepayments and other current assets from third parties were $118,492 on June 30, 2024, rising from $63,870 as of December 31, 2023.
- Row 7: Prepayments and other current assets from related parties, net, increased slightly to $40,381 on June 30, 2024, compared to $28,744 at year-end 2023.
- Row 8: Total current assets summed up to $1,279,213 as of June 30, 2024, up from $883,712 on December 31, 2023.
- Row 9: Non-current restricted cash reached $1,147 by mid-2024, up from $321 at the close of 2023.
- Row 10: Investment securities linked to related parties were $2,168 on June 30, 2024, decreasing from $3,326 at the end of 2023.
- Row 11: Securities pledged to an investor were valued at $310,477 as of June 30, 2024; there is no previous value listed for 2023.
- Row 12: Loan receivable from a related party stood at $224,042 on June 30, 2024, with no corresponding entry for December 31, 2023.
- Row 13: Property, equipment, and software, net, were $345,336 on June 30, 2024, increasing from $354,617 in 2023.
- Row 14: Intangible assets were $116,526 by June 30, 2024, a decrease from $116,360 at the end of 2023.
- Row 15: Operating lease right-of-use assets were $158,864 on June 30, 2024, down from $173,103 at year-end 2023.
- Row 16: Other non-current assets from third parties stood at $65,792 as of mid-2024, an increase from $50,533 by the end of the previous year.
- Row 17: Other non-current assets from related parties were $2,689 on June 30, 2024, slightly up from $2,706 on December 31, 2023.
- Row 18: Total non-current assets amounted to $1,227,041 as of June 30, 2024, compared to $700,966 at the end of 2023.
- Row 19: Total assets were $2,506,254 by June 30, 2024, rising from $1,584,678 as of December 31, 2023.
- Row 20: Short-term borrowings from third parties totaled $518,479 on June 30, 2024, up from $226,772 at the end of 2023.
- Row 21: Accounts payable to third parties were $58,271 as of June 30, 2024, increasing from $20,123 on December 31, 2023.
- Row 22: Accounts payable to related parties amounted to $413,779 by June 30, 2024, rising from $340,419 at the end of 2023.
- Row 23: Contract liabilities to third parties were $50,054 on June 30, 2024, compared to $44,184 at year-end 2023.
- Row 24: Operating lease liabilities to third parties were $14,526 by June 30, 2024, down from $16,760 as of December 31, 2023.
- Row 25: Accrued expenses and other current liabilities to third parties were $431,223 at the mid-point of 2024, decreasing from $419,422 by the end of 2023.
- Row 26: Accrued expenses and other current liabilities to related parties amounted to $243,024 on June 30, 2024, up from $290,686 at year-end 2023.
- Row 27: Exchangeable notes were noted as $0 on June 30, 2024, with a previous year's figure of $378,638.
- Row 28: Convertible notes relating to related parties were $110,661 on June 30, 2024, compared to $0 as of December 31, 2023.
- Row 29: Convertible notes from third parties were $0 on June 30, 2024, down from $20,277 at the end of 2023.
- Row 30: Put option liabilities to related parties were $437 as of mid-2024 with no corresponding value in 2023.
- Row 31: Total current liabilities were $1,840,454 by June 30, 2024, compared to $1,757,281 as of December 31, 2023. 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. [Table Level]
- Table Title: Consolidated Balance Sheets as of December 31, 2023, and 2022
- Table Summary: This table presents the operating and investing activities of Company. for the years 2023, 2022, and 2021. It details the adjustments made to reconcile net losses to net cash used in operating activities, lists changes in operating assets and liabilities, and outlines net cash used in investing activities.
- Context: The table follows an introduction to audit standards and precedes detailed notes about the financial statements of Company., which involve activities related to the design, development, and sales of luxury battery electric vehicles and sports cars.
- Special Notes: All amounts are in thousands of US dollars. Notations such as "—" indicate that specific values are not available or not applicable for the year.

[Row Level]
Row 1: The net loss for 2023 is $750,255, for 2022 is $724,563, and for 2021 is $110,531.

Row 2: Depreciation expense was $54,957 in 2023, $12,790 in 2022, and $2,056 in 2021.

Row 3: Reduction in the carrying amount of operating lease right-of-use assets was $20,056 in 2023, $15,413 in 2022, and $5,638 in 2021.

Row 4: Investment loss (income), net, was $1,162 in 2023, $3,246 in 2022, and $(2,229) in 2021.

Row 5: Share of results of equity method investments was $1,048 in 2023 and $2,762 in 2022, with no value reported for 2021.

Row 6: Changes in fair values of mandatorily redeemable noncontrolling interest and other instruments were $7,531 in 2023, $22,991 in 2022, and $1,367 in 2021.

Row 7: Changes in fair values of put options amounted to $2,508 in 2023, $10,625 was recorded in 2022, and no value was reported in 2021.

Row 8: Deferred income tax expense was $(126) in 2023 with no value for 2022, and $216 in 2021.

Row 9: Non-cash interest expenses were $1,620 in 2023, $8,167 in 2022, and $3,615 in 2021.

Row 10: Amortization of deferred income related to government grants accounted for $(54,954) in 2023, a significant $(490,461) in 2022, with no value in 2021.

Row 11: Expected credit loss expenses recorded were $389 in 2023, with no values in the previous years.

Row 12: Warranty expenses were $8,492 in 2023 with no prior data available.

Row 13: Net unrealized foreign currency exchange losses (gains) were $1,466 in 2023, $10,192 in 2022, and $(694) in 2021.

Row 14: Accounts receivable – third parties showed a change of $(75,265) in 2023, $(111) in 2022, and no value for 2021.

Row 15: Accounts receivable – related parties showed $(14,356) in 2023, $(2,976) in 2022, and $(89) in 2021.

Row 16: Inventories showed substantial change at $(235,074) in 2023, $(21,628) in 2022, and $(1,960) in 2021.

Row 17: Prepayments and other current assets – third parties recorded $(20,268) in 2023 and $1,705 in 2022, with no value for 2021.

Row 18: Prepayments and other current assets – related parties had $(18,880) in 2023, $405,176 in 2022, and $83,160 in 2021.

Row 19: Other non-current assets – third parties recorded $(34,248) in 2023, $(2,044) in 2022, and $(8,028) in 2021.

Row 20: Other non-current assets – related parties recorded $(2,706) in 2023 with no prior values.

Row 21: Accounts payable – third parties amounted to $21,067 in 2023, $1,583 in 2022, and no value for 2021.

Row 22: Accounts payable – related parties recorded $335,307 in 2023, $5,975 in 2022, with no value for 2021.

Row 23: Contract liabilities – third parties amounted to $42,393 in 2023, $6,286 in 2022, and $1,934 in 2021.

Row 24: Accrued expenses and other current liabilities – third parties amounted to $124,094 in 2023, $145,857 in 极2, and $84,713 in 2021.

Row 25: Accrued expenses and other current liabilities – related parties were $89,876 in 2023, $(201,088) in 2022, and $401,327 in 2021.

Row 26: Operating lease liabilities were $(29,357) in 2023, $(14,610) in 2022, and $(55,421) in 2021.

Row 27: Other non-current liabilities – third parties were $81,728 in 2023, $16,147 in 2022, and no value for 2021.

Row 28: Other non-current liabilities – related parties recorded $(91) in 2023, $1,640 in 2022, and no value for 2021.

Row 29: Net cash used in operating activities was $(386,932) in 2023, $(351,419) in 2022, and $(126,505) in 2021.

Row 30: Payments for purchases of property, equipment, and software stood at $(213,714) in 2023, $(133,345) in 2022, and $(34,590) in 2021.

Row 31: Proceeds from disposal of property, equipment, and software amounted to $5,117 in 2023, $1,071 in 2022, and $14 in 2021.

Row 32: Payments for purchases of short-term investments recorded $(38,254) in 2023, $(300,662) in 2022, and no value for 2021.

Row 33: Proceeds from sales of short-term investments were $37,428 in 2023, $289,587 in 2022, and no value for 2021.

Row 34: Payments upon settlement of derivative instruments recorded $(641) in 2023 with no earlier values. Other than the ordinary cash requirements for operations, Company's material cash requirements as of June 30, 2024, and any subsequent interim period primarily include the operating lease obligation, purchase commitments, and capital expenditures. Company's operating lease obligation consists of non-cancellable operating lease agreements for certain offices, warehouses, retail and service locations, equipment, and vehicles worldwide. As of June 30, 2024, Company's operating lease obligation was US$141.6 million. Company's purchase commitment consists of future purchase commitments related to the acquisition of BEV lifestyle models, Company-brand sports cars, research and development services, and other operating expenses. As of June 30, 2024, Company's purchase commitment was US$89.0 million. Company's capital expenditures are incurred for the purchase of property, equipment, software, and intangible assets. Company's total capital expenditures were US$49.5 million and US$113.2 million for the six months ended June 30, 2024, and 2023, respectively. Company's total capital expenditures were US$213.7 million, US$133.3 million, and US$34.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. Company will continue to make capital expenditures to meet the needs of its business operations. What is the product plan for the future? Based on the increasing personalized needs of ultra-luxury market customers, Company has launched multiple special customization and limited edition models in addition to the aforementioned base models. Company will also launch high-performance special editions based on global diversified market demand. 333-279108) filed with the SEC on May 3, 2024)  
4.3 Warrant Agreement, dated as of March 10, 2021, between Counterparty A and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
4.4 Specimen Ordinary Share Certificate of Company. (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
4.5 Specimen Warrant Certificate of Company. (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
4.6† Assignment, Assumption and Amendment Agreement, dated as of February 22, 2024, by and among Counterparty A, Company, Continental Stock Transfer & Trust Company, and Equiniti Trust Company, LLC (incorporated by reference to Exhibit 4.6 to the Registration Statement on Form F-1 (File No. 333-279108) filed with the SEC on May 3, 2024)  
4.7 Registration and Shareholder Rights Agreement, dated as of March 10, 2021, by and among Counterparty A, Counterparty B, and certain shareholders of Counterparty A (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
4.8† Registration Rights Agreement, dated as of February 22, 2024, by and among Company, Counterparty B, and other parties named therein (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form F-1 (File No. 333-279108) filed with the SEC on May 3, 2024)  
5.1\* Opinion of Person A as to the validity of ordinary shares of Company.  
10.1 Investment Management Trust Agreement, dated as of March 10, 2021, by and between Counterparty C and Counterparty A (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-4 (File No. Over 7,600 vehicles were delivered in the first nine months of 2024, a year-on-year increase of 136%. Total revenue reached $653 million, more than doubling year-on-year. Revenue from the intelligent driving business generated from customers other than Company surged to $11 million, with a year-on-year growth of 450%. Company launched Hyper Hybrid EV technology that provides high performance with a combined range of over 1,100 kilometers. New York – Nov 21, 2024 – Company. (“Company Tech” or the “Company”), a leading global intelligent and luxury mobility provider, today announced its unaudited financial results for the third quarter and first nine months ended September 30, 2024. [Table Level]
- Table Title: Consolidated Balance Sheets
- Table Summary: The table provides a detailed financial overview of Company's liabilities, equity, and shareholders' deficit as of December 31, 2023, and 2022. It includes total non-current liabilities, mezzanine equity, and shareholders' equity or deficit, along with relevant detailed subcategories.
- Context: The audits for Company follow PCAOB standards, ensuring financial statements are free of material misstatement. Company is engaged in selling luxury battery electric and sports cars under the "Company" brand globally.
- Special Notes: All amounts are in thousands, except for share and per share data.

[Row Level]
Row 1: Deferred income stands at $270,097, compared to $258,450 in the previous year, indicating a slight increase in deferred obligations.

Row 2: Other non-current liabilities to third parties are recorded at $103,403, significantly increased from $15,824, suggesting increased long-term obligations to third-party entities.

Row 3: Liabilities to related parties amount to $1,634, slightly up from $1,584, indicating stable liability levels with related entities.

Row 4: Total non-current liabilities are $654,569, an increase from $523,679, reflecting overall growth in long-term obligations.

Row 5: Total liabilities amount to $2,411,850, up from $1,456,558, showing a substantial rise in Company's total financial liabilities.

Row 6: Series Pre-A Redeemable Convertible Preferred Shares have a redemption value of $184,509 and $174,429, indicating an increase with a liquidation preference matching these values.

Row 7: Series A Redeemable Convertible Preferred Shares have a redemption value of $199,021, compared to $191,125 in 2022, with a liquidation preference of up to $200,971.

Row 8: Total mezzanine equity amounts to $383,530, up from $368,409, reflecting an increase in equity-like financial instruments.

Row 9: Ordinary shares were issued at a nominal value of US$0.00001 per share, with 5,000,000,000 authorized, and 474,621,603 issued and outstanding, remaining unchanged from the last year.

Row 10: Additional paid-in capital is $358,187, decreasing from $403,103, indicating reduced additional equity contributions.

Row 11: Receivables from shareholders have increased from a negative position of $26,447 to none, showing reduced liabilities from shareholder receivables.

Row 12: Accumulated other comprehensive income is $25,267, up from $17,707, reflecting overall gains in comprehensive income elements.

Row 13: The accumulated deficit is $1,588,773, increasing from $846,757, showing a significant rise in accumulated losses.

Row 14: Total shareholders' deficit attributable to ordinary shareholders is $1,205,298, up from $452,373, demonstrating increased equity deficits.

Row 15: Non-controlling interests are a deficit of $5,404, slightly down from $642, indicating minor changes in interests attributable to minority stakeholders.

Row 16: Total shareholders' deficit stands at $1,210,702, a considerable increase from $453,015, pointing to an overall rise in equity deficits. [Table Level]
- Table Title: Consolidated Cash Flow Information for Company. for the Years Ended December 31, 2023, 2022, and 2021
- Table Summary: The table presents detailed cash flow activities of Company., including financing and investing activities over the years 2021 to 2023. This summary breaks down each category of cash inflow and outflow, showcasing fluctuations in financial activities such as proceeds from share issuances, bank loans, and investments.
- Context: The table follows an auditing procedure overview, pointing out the assurance of free material misstatements in financial reporting. It precedes a detailed description of Company.'s business operations, emphasizing their focus on luxury battery electric vehicles and sports cars under the Company brand.
- Special Notes: All financial amounts are presented in thousands of US dollars. Specific references to notes (e.g., Note 10, Note 17) provide further explanation for particular items.

[Row Level]
Row 1: In 2023, there were no proceeds from the issuance of ordinary shares. In 2021, the proceeds amounted to $197,918 thousand.

Row 2: There were no proceeds from the settlement of receivables from shareholders in 2023, 2022, or 2021.

Row 3: Proceeds from the issuance of Series Pre-A Preferred Shares in 2022 were $129,681 thousand, under Note 17.

Row 4: In 2022, $187,734 thousand was raised from the issuance of Series A Preferred Shares, as referenced in Note 17.

Row 5: Company. did not issue Series A Preferred Shares in 2021, generating a negative cash flow of $57,430 thousand. Note 17 applies.

Row 6: For 2023, proceeds from the issuance of Series A Preferred Shares totaled $25,297 thousand, referenced in Note 15.

Row 7: A large inflow of $378,964 thousand from the exchangeable notes issuance occurred in 2022, as per Note 14.

Row 8: Convertible notes issuance contributed $27,883 thousand in 2023, with no activity in 2021. Note 18 applies.

Row 9: Issuance of mandatorily redeemable noncontrolling interest brought $6,299 thousand in 2021, referencing Note 18.

Row 10: Repayment of mandatorily redeemable noncontrolling interest led to an outflow of $11,554 thousand in 2023 and $28,628 thousand in 2022. Note 15 applies.

Row 11: In 2022, $10,000 thousand was achieved from PIPE investments, under Note 13.

Row 12: Payments for the redemption of convertible notes in 2023 resulted in a cash outflow of $5,648 thousand, under Note 15.

Row 13: In 2023, the proceeds from bank loans were $481,176 thousand, with Note 10 providing specifics.

Row 14: Repayments of bank loans in 2023 totaled $272,897 thousand, as detailed in Note 10.

Row 15: Net cash provided by financing activities in 2023 was $284,708 thousand, compared to $758,131 thousand in 2022 and $364,853 thousand in 2021.

Row 16: Exchange rate changes adversely affected cash by $12,189 thousand in 2023, while positively affecting it by $2,943 thousand in 2021.

Row 17: There was a net decrease in cash and restricted cash of $312,398 thousand in 2023, contrasting with an increase of $208,081 thousand in 2022.

Row 18: Starting cash and restricted cash balance was $739,533 thousand at the end of 2022, growing from $485,767 thousand in 2021.

Row 19: By the end of 2023, cash and restricted cash stood at $427,135 thousand.

Row 20: Reconciliation shows that of this total, cash accounted for $418,941 thousand, with restricted cash current at $7,873 thousand in 2023.

Row 21: Supplemental information includes interest payments of $8,086 thousand in 2023 and mentions other items specific to the financial activities.

Row 22: Non-cash investing and financing activities incorporate the purchase of intangible assets and securities via convertible notes in 2023 and earlier, as highlighted in the notes section. As a result, future capital requirements may be uncertain, and actual capital requirements may be significantly different from what is currently anticipated. Company may need to seek equity or debt financing to finance a portion of its capital expenditures. Such financing might not be available in a timely manner or on acceptable terms, or at all. If Company cannot obtain sufficient capital on acceptable terms, its business, financial condition, and prospects may be materially and adversely affected. Company's ability to obtain the necessary financing to carry out its business plan is subject to a number of factors, including general market conditions and investor acceptance of its business plan. These factors may make the timing, amount, terms, and conditions of such financing unattractive or unavailable to Company. If Company is unable to raise sufficient funds, it may need to significantly reduce its spending, delay or cancel its planned investment or expansion activities, or substantially change its corporate structure. Formula 1  
Type 128  

On September 24th, 2010, it was announced that Company Racing, headed up by Person A, had acquired the name rights of Team Company, marking what would eventually be an all too brief, official rebirth of Team Company in Formula 1. By 2012, however, the F1 team based out of Norfolk would be rebranded as Caterham F1. On October 5th, 2010, the team announced that they had agreed to a deal with Counterparty A for the supply of their seven-speed, semi-automatic gearbox and hydraulic systems for 2011. On November 5th, the team confirmed an engine partnership for the next two years with Counterparty B, and on November 30th, the FIA released the entry list for the 2011 season in which the former Company Racing was listed under the name “Team Company.”  

One of the most striking details of the Company TL11 (T128) was its lack of a roll hoop, in its place a ‘blade’. The concept was essentially the same as that employed on the Counterparty C MGP W01, removing the hoop and relocating the intakes for the 90-degree Counterparty B V8 engine to lower on the engine cover, while fulfilling the requirement for a roll-over structure with a Company has not been profitable since its inception. The company incurred a net loss of US\$460.3 million, US\$750.3 million, US\$724.6 million, and US\$110.5 million for the six months ended June 30, 2024, and in 2023, 2022, and 2021, respectively. In addition, Company had negative net cash flows from operating activities of US\$468.4 million, US\$386.9 million, US\$351.4 million, and US\$126.5 million for the six months ended June 30, 2024, and in 2023, 2022, and 2021, respectively. As of June 30, 2024, and as of December 31, 2023, 2022, and 2021, the company's accumulated deficit was US\$2.0 billion, US\$1.6 billion, US\$846.8 million, and US\$122.8 million, respectively. Company incurred capital expenditures of US\$49.5 million, US\$213.7 million, US\$133.3 million, and US\$34.6 million for the six months ended June 30, 2024, and in 2023, 2022, and 2021, respectively. Historically, Company relied principally on proceeds from the issuance of exchangeable notes, convertible notes, and related party borrowings to finance its operations and business expansion. The company will require additional liquidity to continue its operations over the next 12 months. Company is evaluating strategies to obtain the required additional funding for future operations. The following selected unaudited pro forma condensed combined financial data is derived from the unaudited pro forma condensed combined balance sheet and unaudited pro forma condensed combined statements of operations of Company and Subsidiary A and is provided to aid you in your analysis of the financial aspects of the Business Combination and the consummation of certain financing transactions in connection with the Business Combination. Company refers to these financing transactions as the “Merger Financing” and refers to the Merger Financing and the Business Combination collectively as the “Transactions.” Subsidiary A was incorporated as a Cayman Islands exempted company on January 5, 2021, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities. The registration statement of the initial public offering (IPO) was declared effective on March 10, 2021. On March 15, 2021, Subsidiary A consummated the IPO of 25,000,000 Units at US$10.00 per Unit, generating gross proceeds of US$250,000 thousand, which were held in the Trust Account. Recently, Company disclosed the output of its intelligent driving solutions to multiple automakers. As the intelligent driving business continues to develop, Company expects this business to continue contributing high profit revenue and driving rapid growth in the company's performance. 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. In 2000, the PRC State Council promulgated the PRC Telecommunications Regulations, or the Telecommunications Regulations, which were most recently amended on February 6, 2016, and provide a regulatory framework for telecommunications service providers in the PRC. The Telecommunications Regulations categorize all telecommunications businesses in China as either basic or value-added. Value-added telecommunications services are defined as telecommunications and information services provided through public network infrastructure. Pursuant to the Classified Catalogue of Telecommunications Services, an attachment to the Telecommunications Regulations, which was most recently updated on June 6, 2019, by the Ministry of Industry and Information Technology, internet information services, or ICP services, are classified as value-added telecommunications services. Under the Telecommunications Regulations and administrative measures, commercial operators of value-added telecommunications services must first obtain a license for conducting Internet content provision services, or an ICP license, from the Ministry of Industry and Information Technology or its provincial-level counterparts. Otherwise, such operators might be subject to sanctions including corrective orders and warnings, imposition of fines, confiscation of illegal gains, and, in the case of significant infringement, orders to close the website. The following tables present Company's selected consolidated and combined financial data. Company prepares its consolidated and combined financial statements in accordance with U.S. GAAP. The selected consolidated and combined statements of comprehensive loss data for the years ended December 31, 2023, 2022, and 2021, the selected consolidated and combined balance sheets data as of December 31, 2023, and 2022, and the selected consolidated and combined statements of cash flows data for the years ended December 31, 2023, 2022, and 2021 have been derived from Company's audited consolidated and combined financial statements for the years ended December 31, 2023, 2022, and 2021, which are included elsewhere in this prospectus. Company's historical results for any prior period are not necessarily indicative of results expected in any future period. The financial data set forth below should be read in conjunction with, and is qualified by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and the consolidated and combined financial statements and notes thereto included elsewhere in this prospectus. Company plans to launch a well-balanced portfolio of new models with exceptional performance in the coming years to broaden its customer base, in particular high net worth individuals and the tech-savvy younger generations, and expand its product breadth. Company plans to introduce two new models in the near future. Company also intends to upgrade its models to equip its vehicles with innovative technology and design. Focus on sustainability and lead in electrification. As a leader in the electrification transformation of the luxury car segment, Company has launched its E-segment battery electric vehicle (BEV) model years ahead of its competitors and plans to continue launching its other BEV models. As part of its sustainability commitment, Company aims to achieve carbon neutrality by 2038. Company expects to continue focusing on sustainability leadership through waste reduction and the ongoing adoption of renewable energy and recyclable materials. In addition, Company launched the “Win26” plan, aiming to achieve positive EBITDA in 2026 by further optimizing its internal processes and structures, implementing overall cost measures, and recalibrating its product plans to cater to globally diversified markets. *[Table Level]
- Table Title: Company. Consolidated Balance Sheets
- Table Summary: The table details the financial activities of Company. as of December 31, 2023, 2022, and 2021. It includes cash flows from financing activities, reconciliation of cash and restricted cash, and supplemental information regarding interest and tax payments.
- Context: The table is part of an audited financial statement for Company., reflecting its operations in designing, developing, and selling luxury BEV lifestyle models and sports cars.
- Special Notes: All values are in thousands of US dollars. There are various notes providing additional detail on specific entries, such as Note 17 for Share Issuances.

[Row Level]
Row 1: Proceeds from the issuance of ordinary shares were not recorded in any of the years presented.

Row 2: In 2023, proceeds from the settlement of receivables from shareholders are documented as $26,139 thousand, a decrease compared to $76,147 thousand in 2022.

Row 3: There were no proceeds from the issuance of Series Pre-A Preferred Shares in 2023 and 2022, contrasted with $197,918 thousand in 2021.

Row 4: Proceeds from the issuance of Series A Preferred Shares were $129,681 thousand in 2022, with no entries for 2023 and 2021.

Row 5: The repayment of exchangeable notes used for the issuance of Series A Preferred Shares amounted to $17,147 thousand in 2022, with no entries for other years.

Row 6: In 2023, there were proceeds from the issuance of convertible notes totaling $25,297 thousand, with previous amounts being $75,037 thousand in 2022 and $23,445 thousand in 2021.

Row 7: Proceeds from the issuance of exchangeable notes were $27,883 thousand in 2023, $378,964 thousand in 2022, and $125,039 thousand in 2021.

Row 8: Proceeds from the issuance of mandatorily redeemable noncontrolling interest were recorded as $6,299 thousand in 2021 only.

Row 9: In 2023, there was a repayment of mandatorily redeemable noncontrolling interest of $11,554 thousand, with no comparable entries in other years.

Row 10: Receipts of refundable deposits in connection with the issuance of Series A Preferred Shares were $28,945 thousand in 2022, compared to multiple entries across other years.

Row 11: Repayments of refundable deposits related to Series A Preferred Shares issuance totaled $28,628 thousand in 2022.

Row 12: Payments for the redemption of convertible notes occurred in 2023, totaling $5,648 thousand.

Row 13: In 2022, $10,000 thousand was recorded as receipts from refundable deposits related to PIPE investments.

Row 14: Capital contributions from shareholders in 2021 were $15,695 thousand; other years saw no similar activity.

Row 15: There was a dividend paid to a shareholder of $1,880 thousand in 2022.

Row 16: Consideration payments related to reorganization in 2022 amounted to $50,794 thousand.

Row 17: Capital contributions by noncontrolling interests were $4,460 thousand in 2023, with lesser amounts in 2022 and none in 2021.

Row 18: Repayments of loans to a related party were recorded as $9,844 thousand in 2022.

Row 19: Proceeds from bank loans equaled $481,176 thousand in 2023, a significant increase from $28,170 thousand in 2022.

Row 20: Payments of bank loans in 2023 amounted to $272,897 thousand.

Row 21: A payment to a noncontrolling interest in the liquidation of a subsidiary was recorded as $148 thousand in 2023.

Row 22: Net cash provided by financing activities was highest in 2022 at $758,131 thousand, followed by $284,708 thousand in 2023, and $364,853 thousand in 2021.

Row 23: The effect of exchange rate changes on cash and restricted cash resulted in a decrease of $12,189 thousand in 2023.

Row 24: There was a net decrease in cash and restricted cash of $312,398 thousand in 2023, compared to an increase of $208,081 thousand in 2022.

Row 25: Cash and restricted cash at the beginning of 2023 were $739,533 thousand, compared to $531,452 thousand in 2022.

Row 26: Cash and restricted cash at the end of 2023 amounted to $427,135 thousand.

Row 27: As of December 31, 2023, cash was reported at $418,941 thousand, compared to $736,605 thousand in 2022.

Row 28: Restricted cash, current, increased to $7,873 thousand in 2023.

Row 29: Restricted cash, non-current, was recorded as $321 thousand in 2023.

Row 30: Total cash and restricted cash at the end of 2023 was $427,135 thousand.

Row 31: Interest paid amounted to $8,086 thousand in 2023.

Row 32: Non-cash investing and financing activities included various significant entries, such as a $71,064 thousand purchase of intangible assets in 2023. While Company does not have substantial operations in these areas or any direct suppliers (i.e., Tier 1 suppliers) from these regions, there is no guarantee that these geopolitical tensions will not cause reduced levels of trade, investments, and technological exchanges, or result in disruptions to Company's global economic activities and supply chains, which in turn may have an adverse impact on Company's business and results of operations. Due to shifting economic and political conditions, tax policies and laws, tax rates in jurisdictions in which Company operates may be subject to significant changes that could impair Company's financial results. In 2021, the Organization for Economic Cooperation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting, including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently, multiple sets of administrative guidance have been issued. Various tax jurisdictions in which Company operates have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024, with the adoption of additional components in later years, or announced their plans to enact such legislation in future years. According to the Notice on Raising Proportion of Super-deduction of Research and Development Expenses published by the Ministry of Finance, the State Administration of Taxation, and the Ministry of Science and Technology in 2018, and the Announcement on Extension of the Implementation Period of Certain Preferential Tax Policies published by the Ministry of Finance and the State Administration of Taxation in 2021, the aforementioned percentages have been raised to 75% and 175%, respectively, with an effective period from January 1, 2018, to December 31, 2023. According to the Announcement on Further Improving the Policy on Extra Pre-tax Deduction of R&D Expenses published by the Ministry of Finance and the State Administration of Taxation in 2023, starting from January 1, 2023, the aforementioned percentages have been raised to 100% and 200%, respectively. 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. [Table Level]
- Table Title: Parent Company Condensed Balance Sheets for Company.
- Table Summary: The table presents the financial information for Company over three fiscal years ending December 31, 2023, 2022, and 2021. It highlights various financial metrics such as operating expenses, interest income, and net loss, along with comprehensive income adjustments.
- Context: The financial data is prepared following the same accounting principles as the consolidated and combined financial statements, applying the equity method for subsidiary investments.
- Special Notes: All values are in thousands of US dollars. The table is part of the consolidated and combined financial statements notes.

[Row Level]
Row 1: Total operating expenses for the years 2023, 2022, and 2021 were $2,983, $11,127, and $263, respectively.

Row 2: Interest income amounted to $6,979 in 2023, $2,839 in 2022, while there was no recorded interest income for 2021.

Row 3: There were no recorded interest expenses in any of the years 2023, 2022, and 2021.

Row 4: Investment loss, net for the years were $5,084 in 2023, $4,242 in 2022, and no investment loss was recorded in 2021.

Row 5: Foreign currency exchange gains and losses were $171 in 2023, $(13,068) in 2022, and $2,124 in 2021.

Row 6: Changes in fair values of convertible notes, excluding the impact of instrument-specific credit risk, showed a decrease of $616 in 2023, with no change recorded for 2022 and 2021.

Row 7: No changes in fair values of put option liabilities were recorded in 2023, 2022, and 2021.

Row 8: The share of losses from subsidiaries and consolidated variable interest entities (VIEs) was $2,508 in 2023, with no data recorded for 2022 and 2021.

Row 9: Loss before income taxes was $(737,618) in 2023, $(698,323) in 2022, and $(112,392) in 2021.

Row 10: There was no income tax expense recorded in any of the years 2023, 2022, and 2021.

Row 11: Net loss was $(742,001) in 2023, $(723,921) in 2022, and $(110,531) in 2021.

Row 12: The fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes, resulted in a decrease of $8,650 in 2023, $(893) in 2022, and an increase of $119 in 2021.

Row 13: Foreign currency translation adjustment, net of nil income taxes, was an increase of $16,210 in 2023, $18,669 in 2022, and a decrease of $(843) in 2021.

Row 14: Total comprehensive loss was $(734,441) in 2023, $(706,145) in 2022, and $(111,255) in 2021. 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. [Table Level]
- Table Title: Consolidated Balance Sheets for Company.
- Table Summary: The table presents the consolidated balance sheets of Company. for the years ending December 31, 2023, and 2022. It covers assets (current and non-current), liabilities, mezzanine equity, and shareholders' equity. The values are in thousands of US dollars.
- Context: The table is part of an audit report conducted according to PCAOB standards, ensuring the financial statements are free from material misstatements. Company. is engaged in the design, development, and sale of luxury electric vehicles and sports cars, with a focus on its global operations.
- Special Notes: All amounts are in thousands. Some figures are net of related party transactions. Footnotes indicate detailed financial relationships and specific notes are referenced for further information.

[Row Level]
Row 1: Current assets include cash of $418,941 in 2023, a decrease from $736,605 in 2022.

Row 2: Restricted cash amounted to $7,873 in 2023, up from $2,392 in 2022.

Row 3: Accounts receivable from third parties totaled $76,664 in 2023, significantly increasing from $111 in 2022.

Row 4: Accounts receivable from related parties were $22,430 in 2023, compared to $8,545 in 2022.

Row 5: Inventories were valued at $265,190 in 2023, compared to $22,703 in the previous year.

Row 6: Prepayments and other current assets with third parties were $63,870 in 2023, compared to $44,375 in 2022.

Row 7: Prepayments and other current assets from related parties were $28,744 in 2023, up from $8,732 in 2022.

Row 8: Total current assets increased to $883,712 in 2023 from $823,463 in 2022.

Row 9: The non-current restricted cash was $321 in 2023, down from $536 in 2022.

Row 10: Investment securities with related parties were $3,326 in 2023, decreasing from $8,411 in 2022.

Row 11: Property, equipment, and software net value rose to $354,617 in 2023 from $253,471 in 2022.

Row 12: Intangible assets remained constant at $116,360 in both 2023 and 2022.

Row 13: Operating lease right-of-use assets increased to $173,103 in 2023 from $158,724 in 2022.

Row 14: Other non-current assets with third parties were $50,533 in 2023, compared to $10,983 in 2022.

Row 15: Other non-current assets from related parties were $2,706 in 2023, with no value recorded in 2022.

Row 16: Total non-current assets increased to $700,966 in 2023 from $548,489 in 2022.

Row 17: Total assets increased to $1,584,678 in 2023 from $1,371,952 in 2022.

Row 18: Current liabilities include short-term borrowings from third parties at $226,772 in 2023, up from $28,748 in 2022.

Row 19: Accounts payable to third parties increased to $20,123 in 2023, from $1,466 in 2022.

Row 20: Accounts payable from related parties increased dramatically to $340,419 in 2023 from $5,770 in 2022.

Row 21: Contract liabilities with third parties totaled $44,184 in 2023, up from $7,843 in 2022.

Row 22: Operating lease liabilities with third parties were $16,760 in 2023, slightly up from $15,815 in 2022.

Row 23: Accrued expenses and other current liabilities with third parties were $419,422 in 2023, compared to $323,299 in 2022.

Row 24: Accrued expenses and other current liabilities from related parties were $290,686 in 2023, up from $183,237 in 2022.

Row 25: Exchangeable notes increased to $378,638 in 2023 from $355,320 in 2022.

Row 26: Convertible notes were $20,277 in 2023, whereas there was no value in 2022.

Row 27: Mandatorily redeemable noncontrolling interest was marked at nil in 2023, down from $11,381 in 2022.

Row 28: Total current liabilities rose to $1,757,281 in 2023 compared to $932,879 in 2022. 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). Subsidiary A (the “Subsidiary A”), a wholly-owned subsidiary of Company, recently entered into a share sale and transfer agreement (the “Share Transfer Agreement”) with Counterparty A (“Counterparty A”), pursuant to which Subsidiary A agrees to sell, and Counterparty A agrees to purchase, 800,000 shares in Subsidiary C (“Subsidiary C”), a company incorporated in Germany and a wholly-owned subsidiary of Subsidiary A, for an aggregate principal amount of EUR 10,880,000 (the “Transaction”). The Transaction closed simultaneously with the signing of the Share Transfer Agreement. Upon completion of the Transaction, Counterparty A beneficially owns 80% of Subsidiary C’s share capital. A copy of the Share Transfer Agreement is included in this current report on Form 6-K as Exhibit 10.1, and the foregoing description of the Share Transfer Agreement is qualified in its entirety by reference thereto. Share Sale and Transfer Agreement, dated September 27, 2024, by and between Subsidiary A and Counterparty A. 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. (f) Company received deposits of US$251 thousand, US$1.6 million, and nil from related parties for the years ended December 31, 2023, 2022, and 2021, respectively. As of December 31, 2023, and 2022, US$168 thousand and nil were included in accrued expenses and other current liabilities — related parties, and US$1.6 million and US$1.6 million were included in other non-current liabilities — related parties, respectively. (g) On January 31, 2023, Company entered into a distribution agreement with Subsidiary B, a wholly owned subsidiary of Subsidiary D and ultimately controlled by Company's controlling shareholder, pursuant to which Company was appointed as the exclusive global distributor to distribute certain models of vehicles and to provide after-sale services, brand marketing, and public relations for such vehicles distributed by Subsidiary B since January 31, 2023, for a cash consideration of GBP18.1 million (equivalent to US$22.3 million). As of December 31, 2023, payable for the distribution right of US$23.0 million was included in accrued expenses and other current liabilities — related parties. Company cannot assure you that facelifts on its current and future models will appeal to its customers as expected, or that any introduction of new models or facelifts will not adversely affect the sales of existing models. Furthermore, Company relies on third-party suppliers for the provision and development of many of the key components and materials used in its vehicles. To the extent that these suppliers experience any difficulties in providing or developing necessary components, Company could experience delays in delivering vehicles. See also “— Risks Relating to our Business and Industry   —   Company is dependent on suppliers, many of whom are single source suppliers for the components they supply.” Any delay in the development, manufacturing, and delivery of current or future models, or in performing facelifts to existing models, could subject Company to customer complaints and materially and adversely affect its reputation, demand for its vehicles, and growth prospects. Any of the foregoing could materially and adversely affect Company's business, financial condition, and results of operations. [Table Level]
- Table Title: Consolidated and Combined Statements of Cash Flows
- Table Summary: This table presents the cash flow activities of Company and its subsidiaries for the fiscal years ended December 31, 2023, 2022, and 2021. It details cash flows from operating, investing, and financing activities, along with the impact of exchange rate changes and the net change in cash and restricted cash over these years.
- Context: The table is part of a broader financial analysis and should be interpreted alongside the management's discussion, analysis of financial condition, results of operation, and the accompanying notes to the consolidated and combined financial statements.
- Special Notes: Amounts for the year 2022 are in thousands of US dollars.

[Row Level]
- Row 1: For the year 2023, net cash used in operating activities amounted to $(386,932). In 2022, this figure was $(351,419) (in thousands), while in 2021, it was $(126,505).
- Row 2: The net cash used in investing activities was $(197,985) in 2023, compared to $(149,414) in 2022 (in thousands), and $244,476 in 2021.
- Row 3: Net cash provided by financing activities reached $284,708 in 2023, $758,131 (in thousands) in 2022, and $364,853 in 2021.
- Row 4: The effect of exchange rate changes on cash and restricted cash was $(12,189) in 2023, $(49,217) in 2022 (in thousands), and $2,943 in 2021.
- Row 5: The net decrease in cash and restricted cash stood at $(312,398) for 2023, $208,081 (in thousands) for 2022, and $485,767 for 2021.
- Row 6: Cash and restricted cash at the beginning of the year was $739,533 in 2023, $531,452 in 2022 (in thousands), and $45,685 in 2021.
- Row 7: Cash and restricted cash at the end of the year totaled $427,135 in 2023, $739,533 in 2022, and $531,452 in 2021 (with 2022 figures in thousands). 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 Distribution Agreement pursuant to which a subsidiary of Company will be 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 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 it plans to expand its retail network to over 300 stores by 2025. 333-275001) filed with the SEC on October 16, 2023)  
10.19 English Translation of Investment Agreement of Subsidiary A, dated June 1, 2022, among Investor A, Subsidiary A, and others (incorporated by reference to Exhibit 10.19 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023) Company and Subsidiary B have entered into the Distribution Agreement pursuant to which a subsidiary of Company will be 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 BEV 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 December 31, 2023, Company had 215 stores in its global distribution network, and plans to expand its retail network to over 300 stores by 2025. Invest in brand equity and fully transform the brand. Leveraging Company's brand racing heritage and proven leadership, Company intends to further elevate the brand by continuing to deliver a portfolio of intelligent and high-performance vehicles that satisfy customers’ expectations and broaden the customer base, in particular high net worth individuals and tech-savvy younger generations who value the brand’s DNA. Scale up and expand geographical presence. Company intends to deepen its penetration across all regions. The Company brand is closely associated with “customer engagement” and “community building,” and in order to provide customers with a luxurious experience, Company has adopted a direct-to-consumer sales and distribution strategy that focuses on establishing and developing direct relationships with customers, especially in selected regions including China, Europe, and the U.S., which represent some of the key areas driving fast growth in the global BEV markets. By offering a luxurious purchasing experience and superior customer service, Company expects to further deepen its penetration in the global market. Develop next-generation electric vehicle technologies while monetizing Company's R&D prowess. In February 1983, Team Company announced the installation at the team's Ketteringham Hall base of a massive oven capable of swallowing an entire racing car chassis, and wheeled out the fruits of its first new 'recipe', the John Player Special Type 93T. Still reeling from the sudden, unexpected death of Person A, the team felt it had to press on, and had reasonable cause for optimism with its all carbon-fibre/Kevlar chassis and what was considered the best engine in Formula 1 to power it. The new car promised to be "even stronger, lighter yet stiffer." It was also built larger to afford the driver greater protection, using space-age materials including a carbon-fibre/Kevlar mix which was pre-soaked in resin (a world-first) and built into layer form with a Nomex paper honeycomb forming the meat in the sandwich. The entire ensemble was then, in the words of the factory press handout, "literally baked at 125C." The team also announced a switch to radial-ply Pirellis, to Elf lubricants, and to Champion spark plugs, but of course, the most important new ingredient was that designated by the suffix 'T' – Renault's V6, 90-degree 1,492cc EF1 engine, with twin KKK turbochargers. [Table Level]
- Table Title: Consolidated Balance Sheets for Company. as of December 31, 2023 and 2022
- Table Summary: This table displays the financial position of Company. as of December 31, 2023, and December 31, 2022, focusing on equity components, including shares, capital contributions, and accumulated deficits. It highlights activities such as loss adjustments, currency translations, and contributions from shareholders over the year.
- Context: The audits were performed according to PCAOB standards to provide reasonable assurance of no material misstatement in the financial reports. Company. is primarily engaged in the design and sale of luxury electric vehicles and distributes luxury sports cars under the Company brand.
- Special Notes: All amounts are presented in thousands. There are additional notes referring to specific accounting impacts and shareholder actions.

[Row Level]
Row 1: As of December 31, 2022, Company. had 474,621,603 ordinary shares valued at US$21, with additional paid-in capital of US$403,103. Receivables from shareholders amounted to US$(26,447), and accumulated other comprehensive income was US$17,707. The accumulated deficit stood at US$(846,757), resulting in a shareholders' equity deficit of US$(452,373) and total shareholders' equity deficit, including noncontrolling interests, of US$(453,015).

Row 2: On January 1, 2023, following the cumulative effect of adopting a new accounting standard, the balance remained essentially unchanged from December 31, 2022, with ordinary shares, additional paid-in capital, and receivables from shareholders maintaining their respective values. Accumulated comprehensive income and deficit also reflected previous figures.

Row 3: During 2023, a net loss contributed to an additional reduction in equity by US$(15).

Row 4: There was a fair value change of mandatorily redeemable noncontrolling interests and other notes leading to a deficit adjustment of US$(8,650).

Row 5: A foreign currency translation adjustment contributed a gain of US$16,210, resulting in a total comprehensive loss adjustment of US$7,560 for the year.

Row 6: Settlement of receivables from shareholders yielded an addition of US$26,447 to equity.

Row 7: A shareholder contributed US$909 related to exchangeable notes issuance.

Row 8: There was a deemed distribution to shareholders incurring a decrease of US$(31,672).

Row 9: Accretion of Redeemable Convertible Preferred Shares resulted in a US$(15,121) reduction in equity.

Row 10: Contributions from non-controlling shareholders added US$968 to the equity.

Row 11: By December 31, 2023, Company. maintained 474,621,603 ordinary shares valued at US$21. Additional paid-in capital was US$358,187. Accumulated other comprehensive income was US$25,267. The accumulated deficit grew to US$(1,588,773), leading to shareholders' equity deficit of US$(1,205,298) and a total equity deficit of US$(1,210,702) including noncontrolling interests of US$(5,404). For the year ended December 31, 2022, Company provided loans in the amount of US$5.9 million to its subsidiary, Subsidiary A, and the WFOE provided loans in the amount of US$49.6 million to its subsidiary, Subsidiary B. For the year ended December 31, 2023, Company provided loans in the amount of US$231.6 million to its subsidiaries, the WFOE provided loans in the amount of US$316.7 million to its subsidiaries, and the other subsidiaries provided loans in the amount of US$180.5 million to the WFOE. These transactions were eliminated upon consolidation. For the year ended December 31, 2022, the WFOE collected advances of US$10.6 million from the former Variable Interest Entity (VIE). These transactions were eliminated upon consolidation. (3) For the year ended December 31, 2021, the WFOE made a capital contribution of US$108.9 million to its consolidated entities. For the year ended December 31, 2022, Company made a capital contribution of US$94.7 million to its consolidated entities, and the WFOE made a capital contribution of US$137.2 million to its consolidated entities. The growth of the global luxury car segment is expected to outpace that of the overall car market, growing at a CAGR of 10% from 2021 to 2031, according to Oliver Wyman. Additionally, driven by regulatory tailwinds and increasing sustainability awareness, the total global battery electric vehicle (BEV) market is expected to grow rapidly at a CAGR of 24% from 2021 to 2031. Within the global BEV market, the luxury BEV segment is expected to outgrow the mass market BEV segment, growing at a CAGR of 35% and reaching a total market size of 1.9 million units by 2025. Company is well positioned to capitalize on the growth momentum of the global luxury BEV segment by leveraging the following strategies. Invest in brand equity and fully transform the brand. Leveraging Company's racing heritage and proven leadership, the company intends to further elevate the brand by continuing to deliver a portfolio of fully electric and high-performance vehicles that satisfy customers’ expectations and broaden the customer base, particularly high net worth individuals and tech-savvy younger generations who value the brand’s DNA. Scale up and expand geographical presence. Company intends to deepen its penetration across all regions. As of June 30, 2024, Company's capital expenditure commitment was US$12.1 million. Company intends to fund its existing and future material cash requirements with its existing cash balance and other financing alternatives. Company will continue to make cash commitments, including capital expenditures, to support the growth of its business. 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. and (ii) 5,486,784 ADSs issuable upon the exercise of warrants (the “Sponsor Warrants”, together with the Public Warrants, the “Warrants”) to purchase Ordinary Shares in the form of ADSs which were issued to Counterparty A on the Closing Date in exchange for the private placement warrants purchased by Counterparty A in a private placement concurrent with the initial public offering of Counterparty B; and   
(2) the resale from time to time by the selling securityholders named in the Registration Statement or their pledgees, donees, transferees, assignees or other successors in interest (that receive any of the securities as a gift, distribution, or other non-sale related transfer) of up to (i) 680,957,495 ADSs and (ii) 5,486,784 Warrants. Company is furnishing this opinion as Exhibits 5.1 and 23.3 to the Registration Statement. [Table Level]
- Table Title: Consolidated Balance Sheets of Company. as of December 31, 2022 and 2023
- Table Summary: The table outlines the changes in equity of Company. over the year ending December 31, 2022. It includes the number of ordinary shares, the additional paid-in capital, receivables from shareholders, accumulated comprehensive income or loss, accumulated deficit, equity attributable to ordinary shareholders, noncontrolling interests, and the total shareholders' equity or deficit.
- Context: The financial statements are part of an audit conducted according to PCAOB standards to ensure they are free from material misstatements. The surrounding context includes notes on the business structure and operations of Company.
- Special Notes: All amounts are presented in thousands, except for share and per share data.

[Row Level]

Row 1: As of January 1, 2022, the balance was 479,954,430 ordinary shares with additional paid-in capital at $424,414, a receivable from shareholders amounting to $(106,210), accumulated other comprehensive loss of $(69), and an accumulated deficit of $(122,836). The equity attributable to ordinary shareholders was $195,321, with no noncontrolling interests, resulting in total shareholders' equity of $195,321.

Row 2: The net loss for the period was $(723,921), which contributed to the accumulated deficit and resulted in a comprehensive impact of $(723,921) on both shareholders' equity attributable to ordinary shareholders and total shareholders' equity, with $(642) additionally affecting noncontrolling interests.

Row 3: Fair value changes of various financial instruments resulted in an accumulated other comprehensive loss of $(893), reducing the total comprehensive loss to $17,776.

Row 4: A foreign currency translation adjustment, net of nil income taxes, improved accumulated comprehensive income by $18,669.

Row 5: The total comprehensive loss, considering other adjustments, resulted in a net accumulated deficit change of $(723,921), ending with $(706,145) attributable to ordinary shareholders, $(642) for noncontrolling interests, and a total of $(706,787) for total shareholders' equity.

Row 6: The settlement of receivables from shareholders added $79,763 to equity attributable to ordinary shareholders.

Row 7: Re-designation of ordinary shares to Series Pre-A Preferred Shares involved $(5,332,827) share reduction, influencing additional paid-in capital and resulting in an overall $13,025 reduction in equity.

Row 8: A shareholder contribution related to exchangeable notes amounted to $8,135 in additional paid-in capital.

Row 9: A deemed distribution from reorganization under common control impacted additional paid-in capital negatively by $(15,512).

Row 10: The accretion of redeemable convertible preferred shares accounted for a negative $(910) in additional paid-in capital.

Row 11: Contributions from a non-controlling shareholder added $149 to non-controlling interests.

Row 12: A liquidation of a subsidiary resulted in a $(149) decrease in non-controlling interests.

Row 13: By December 31, 2022, balances included 474,621,603 ordinary shares, additional paid-in capital of $403,103, receivables from shareholders of $(26,447), accumulated other comprehensive income of $17,707, an accumulated deficit of $(846,757), resulting in $(452,373) attributable to ordinary shareholders, $(642) in noncontrolling interests, and $(453,015) as total shareholders' deficit. 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. [Table Level]
- Table Title: Consolidated Balance Sheets as of December 31, 2023 and 2022
- Table Summary: This table outlines the changes in shareholders' equity of Company for the year ending December 31, 2022. It captures the fluctuations in ordinary shares, additional paid-in capital, receivables, accumulated comprehensive income, and noncontrolling interests.
- Context: The table is part of the financial statements audited by KPMG Huazhen LLP, demonstrating the standards and procedures taken to ensure accuracy and compliance with PCAOB guidelines.
- Special Notes: All amounts are presented in thousands of US dollars, except for share and per share data.

[Row Level]
Row 1: Balance as of January 1, 2022, includes 479,954,430 ordinary shares at a nominal value of US$22, with additional paid-in capital of US$424,414, receivables from shareholders at US$106,210, accumulated other comprehensive loss of US$69, accumulated deficit of US$122,836, leading to total shareholders' equity attributable to ordinary shareholders of US$195,321, and total shareholders' equity is US$195,321.

Row 2: Net loss for the period affects the accumulated deficit by US$723,921, impacting total shareholders' equity attributable to ordinary shareholders by the same amount and noncontrolling interests by US$642, resulting in a total equity deficit of US$724,563.

Row 3: There is a fair value change of mandatorily redeemable noncontrolling interest, among other financial instruments, which impacts the accumulated other comprehensive loss by US$893 and results in a similar decline in the total equity deficit.

Row 4: The foreign currency translation adjustment improves accumulated other comprehensive income by US$18,669, and contributes the same amount to total shareholders' equity.

Row 5: Total comprehensive loss amounts to US$17,776, affecting other comprehensive income and adjusting the total equity deficit to US$706,787.

Row 6: The settlement of receivable from shareholders adds US$79,763 to the equity, improving the accumulated deficit by the same figure.

Row 7: A re-designation of ordinary shares to Series Pre-A Preferred Shares results in a decrease of 5,332,827 shares, a reduction in nominal value by US$1, and a decrease in additional paid-in capital by US$13,024, bringing the total equity down to US$13,025.

Row 8: Shareholder contributions linked to the issuance of exchangeable notes add US$8,135 to the total shareholders' equity.

Row 9: A deemed distribution linked to a reorganization under common control leads to a decrease of US$15,512 in total equity.

Row 10: The accretion of redeemable convertible preferred shares impacts the accumulated deficit by US$910, adjusting the total equity deficit by the same amount.

Row 11: Contribution from a non-controlling shareholder adds US$149 to the noncontrolling interests but decreases by the same figure in the total equity.

Row 12: The liquidation of Subsidiary A decreases the total equity by US$149.

Row 13: The balance as of December 31, 2022 includes 474,621,603 ordinary shares at a nominal value of US$21, with additional paid-in capital at US$403,103, a reduced receivable from shareholders of US$26,447, accumulated other comprehensive income of US$17,707, and reflects an accumulated deficit of US$846,757. This leads to total shareholders' equity attributable to ordinary shareholders and total shareholders' equity of US$453,015 deficit. Company intends to continuously develop and enhance proprietary cutting-edge technologies, including its 800-volt EPA architecture and hardware, algorithm, and software systems to enhance the competitiveness of its vehicles, supported by continuous R&D investment. All of Company's proprietary technologies are built with the principle of “For the Drivers,” while inheriting its unique design language and philosophy. Company is in the process of transforming from a British sports car company to a global pioneer of high-performance lifestyle electric vehicles and has set high quality and safety standards for and makes continuous improvements on its vehicles and technologies, including its sensory hardware and ADAS software. Company also plans to monetize its R&D capabilities by licensing its intellectual properties to other luxury auto brands and providing ADAS software subscriptions to its customers. Continue to launch new models and upgrade existing models. The successful launches of new models are critical for Company to continue capturing market share in the luxury battery electric vehicle (BEV) market and strengthening its leadership position. During the six months ended June 30, 2024, Company borrowed loans due within one year or less with aggregated principal amounts of US$439,922 from banks, bearing an interest rate of the one-year loan prime rate (“LPR”) published by China Foreign Exchange Trade System at the date of utilization plus 0.10% to 0.25% per annum. The interest shall be repaid quarterly or monthly. During the six months ended June 30, 2024, Company repaid loans with a principal amount of US$151,118. The weighted average interest rate on short-term borrowings outstanding as of June 30, 2024, and December 31, 2023, is 4.03% and 3.90%, respectively. As of June 30, 2024, and December 31, 2023, Company had a total line of credit in the amount of US$946,716 and US$279,300, of which the unused portion was US$262,569 and US$14,119, respectively. As of June 30, 2024, and December 31, 2023, certain of Company's short-term borrowings were pledged with restricted cash of US$336,757 and nil, respectively. ● Delivery  
Updates: Company delivered a total of 8,631 vehicles in the first 10 months of 2024.  
● New Technology  
Launched: Company unveiled its "Hyper Hybrid EV technology" at the Guangzhou Auto Show. The 900V Hyper Hybrid EV technology features a Hybrid Electric Drivetrain and dual Hyper Charging technology: Ultra-Fast Plug-In Charging and Ultra-Fast On-The-Drive Charging, both with industry-leading charging speeds. The Hyper Hybrid technology enables high performance, high efficiency, and a flexible longer driving distance of over 1,100 kilometers.  
● Delivery of Urban NOA (Navigate on Autopilot) Service and OTA: Company started open beta testing for urban NOA in key cities in October 2024, following the launch of highway OTA services. Certain OTA features, including the highway assistant driving function, have been launched in Europe.  
● Reuters Sustainability Awards 2024: In October, Company was awarded the Highly Commended honor at the Reuters Sustainability Awards 2024 in the Business Transformation category as the only awardee from the automotive industry. 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”) The following table sets forth Company's cash and cash equivalents and capitalization as of June 30, 2024: As Company will not receive any proceeds from the sale of the securities offered by Counterparty A under this prospectus, no further change is disclosed on a pro forma basis to reflect sales of shares pursuant to this prospectus. The information in this table should be read in conjunction with the financial statements and notes thereto, as well as other financial information included in this prospectus, any prospectus supplement, or incorporated by reference in this prospectus. Company's historical results do not necessarily indicate the company's expected results for any future periods. 30. SUBSEQUENT EVENTS  
(i) Merger Transaction  
On February 22, 2024, the Merger Transaction was completed as disclosed in note 1(b).  

(ii) Private Investment in Public Equity (PIPE) Investments  
On February 15, 2024, Company entered into a new Private Investment in Public Equity (PIPE) investment agreement with an investor, as disclosed in note 13.  

(iii) New grants of share options  
From January 1, 2024, to March 31, 2024, Company granted an aggregated number of 5,972,760 share options to employees pursuant to the 2022 Share Incentive Plan, at a weighted average exercise price of US$2.89 per share option.  

(iv) Loans to a related party  
On March 11, 2024, Subsidiary A and a related party, ultimately controlled by the Controlling Shareholder, entered into a loan agreement, agreeing that Subsidiary A will provide unsecured loans with a total principal amount of GBP 275,000 (equivalent to US$354,000) with a term of 5 years and an annual interest rate of 6.95%. 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. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2023 and 2022, Company had no borrowings under the Working Capital Loans. On April 11, 2022, and re-issued on October 2, 2023, Company obtained a commitment from the Sponsor to fund any working capital needs of Company for at least one year from the issuance of these financial statements through loans of up to an aggregate of $500,000. [Table Level]
- Table Title: Consolidated Balance Sheets of Company. as of December 31, 2023, 2022, and 2021
- Table Summary: The table outlines the adjustments made to reconcile net loss to net cash used in operating activities for Company. over three years. It includes details on operating cash flows, investing activities, and changes in assets and liabilities, with a specific focus on numerical adjustments and cash flow activities.
- Context: Conducted audits in accordance with PCAOB standards to ensure material misstatements are addressed. Company. is involved in designing and distributing luxury vehicles and sports cars, noted in financial disclosures.
- Special Notes: All amounts are in thousands of US dollars, except where noted, and adjustments are made for non-cash items and changes in operating assets and liabilities.

[Row Level]
- Row 1: The net loss for 2023 is $(750,255) thousand, compared with $(724,563) thousand in 2022 and $(110,531) thousand in 2021.
- Row 2: Depreciation is $54,957 thousand for 2023, rising sharply from $12,790 thousand in 2022, and $2,056 thousand in 2021.
- Row 3: Reduction in carrying amount of operating lease right-of-use assets is $20,056 thousand for 2023, and $15,413 thousand in 2022, compared to $5,638 thousand in 2021.
- Row 4: Investment loss is $1,162 thousand in 2023, down from $3,246 thousand in 2022, and $(2,229) thousand loss in 2021.
- Row 5: Share of results of equity method investments is $1,048 thousand in 2023, versus $2,762 thousand in 2022.
- Row 6: Changes in fair values of mandatorily redeemable noncontrolling interest and exchangeable notes is $7,531 thousand in 2023, $22,991 thousand in 2022, and $1,367 thousand in 2021.
- Row 7: Changes in fair values of put options are $2,508 thousand for 2023.
- Row 8: Share-based compensation expense is reported as $10,625 thousand for 2022.
- Row 9: Deferred income tax expense shows $(126) thousand for 2023, with $216 thousand in 2021.
- Row 10: Non-cash interest expenses are $1,620 thousand for 2023, $8,167 thousand in 2022, and $3,615 thousand in 2021.
- Row 11: Amortization of deferred income relating to government grants is $(54,954) thousand for 2023 versus $(490,461) thousand in 2021.
- Row 12: Expected credit loss expenses are $389 thousand in 2023.
- Row 13: Warranty expenses total $8,492 thousand for 2023.
- Row 14: Net unrealized foreign currency exchange losses (gains) are $1,466 thousand for 2023, and $10,192 thousand in 2022.
- Row 15: Accounts receivable - third parties decreased by $(75,265) thousand in 2023.
- Row 16: Accounts receivable - related parties decreased by $(14,356) thousand in 2023.
- Row 17: Inventories reduced by $(235,074) thousand in 2023.
- Row 18: Prepayments and other current assets - third parties decreased by $(20,268) thousand in 2023.
- Row 19: Prepayments and other current assets - related parties exhibited $(18,880) thousand in 2023.
- Row 20: Other non-current assets - related parties are $(2,706) thousand in 2023.
- Row 21: Accounts payable - third parties increased by $21,067 thousand for 2023.
- Row 22: Accounts payable - related parties rose to $335,307 thousand in 2023.
- Row 23: Contract liabilities - third parties saw an increase of $42,393 thousand in 2023.
- Row 24: Accrued expenses and other current liabilities - third parties were $124,994 thousand in 2023.
- Row 25: Accrued expenses and other current liabilities - related parties were $89,876 thousand in 2023.
- Row 26: Operating lease liabilities were $(29,357) thousand in 2023.
- Row 27: Other non-current liabilities - third parties increased by $81,728 thousand in 2023.
- Row 28: Other non-current liabilities - related parties are $(91) thousand in 2023.
- Row 29: Net cash used in operating activities was $(386,932) thousand in 2023, $(351,419) thousand in 2022, and $(126,505) thousand in 2021.
- Row 30: Payments for purchases of property, equipment, and software, and intangible assets were $(213,714) thousand in 2023.
- Row 31: Proceeds from disposal of property, equipment, and software were $5,117 thousand in 2023.
- Row 32: Payments for purchases of short-term investments were $(38,254) thousand in 2023.
- Row 33: Proceeds from sales of short-term investments were $37,428 thousand in 2023.
- Row 34: Payments upon settlement of derivative instruments were $(5,059) thousand in 2023.
- Row 35: Receipts of government grants related to assets were $16,345 thousand for 2023.
- Row 36: Payments for investments in equity investees were $(5,509) thousand in 2023.
- Row 37: Proceeds from disposal of a subsidiary, net of cash disposed, were $1,379 thousand in 2023, noted by 1(f).
- Row 38: Loans to related parties required $(1,227) thousand in 2023.
- Row 39: Net cash provided by (used in) investing activities was $(197,985) thousand in 2023, $(149,414) thousand in 2022, and $244,476 thousand in 2021. 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. (i) Merger Transaction  
On February 22, 2024, the Merger Transaction was completed as disclosed in note 1(b).  

(ii) Private Investment in Public Equity (PIPE) Investments  
On February 15, 2024, Company entered into a new Private Investment in Public Equity (PIPE) investment agreement with Investor A, as disclosed in note 13.  

(iii) New grants of share options  
From January 1, 2024, to March 31, 2024, Company granted an aggregated number of 5,972,760 share options to employees pursuant to the 2022 Share Incentive Plan, at a weighted average exercise price of US$2.89 per share option.  

(iv) Loans to a related party  
On March 11, 2024, Subsidiary A and a related party, ultimately controlled by the Controlling Shareholder, entered into a loan agreement, agreeing that Subsidiary A will provide unsecured loans with a total principal amount of GBP 275,000 (equivalent to US$354,000) with a term of 5 years and an annual interest rate of 6.95%. [Table Level]
- Table Title: Consolidated and Combined Balance Sheets Data
- Table Summary: The table presents selected financial data showing the total current assets, non-current assets, total assets, current liabilities, non-current liabilities, and total liabilities as of December 31, 2023, and 2022. This data is measured in thousands of U.S. dollars and derived from audited financial statements, reflecting Company's financial position.
- Context: This table forms part of the consolidated and combined financial data prepared according to U.S. GAAP. It should be read alongside management discussions and detailed financial statements included in the prospectus.
- Special Notes: All values are presented in thousands of U.S. dollars.

[Row Level]
Row 1: As of December 31, 2023, the total current assets were $883,712 thousand, compared to $823,463 thousand in 2022, indicating an increase in current assets over the year.

Row 2: For the year ending December 31, 2023, the total non-current assets amounted to $700,966 thousand, rising from $548,489 thousand in 2022.

Row 3: The total assets as of December 31, 2023, reached $1,584,678 thousand, up from $1,371,952 thousand in the previous year.

Row 4: Total current liabilities were reported as $1,757,281 thousand for December 31, 2023, showing an increase from $932,879 thousand in 2022.

Row 5: The total non-current liabilities were $654,569 thousand at the end of 2023, compared to $523,679 thousand in 2022.

Row 6: Total liabilities as of December 31, 2023, were $2,411,850 thousand, significantly higher than the $1,456,558 thousand reported in 2022. 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. [Table Level]
- Table Title: Consolidated Balance Sheets of Company. (Continued) as of December 31, 2023 and 2022
- Table Summary: The table presents the changes in shareholders' equity for Company. during the year 2021. It details transactions and other comprehensive income affecting ordinary shares, additional paid-in capital, accumulated deficits, and total shareholders' equity, highlighting net loss, issuance of shares, and contributions by shareholders.
- Context: The report outlines auditing standards and compliance by KPMG Huazhen LLP for Company. It ensures that financial statements are free from material misstatements, involving the assessment of risks and validation of accounting principles.
- Special Notes: All amounts are in thousands, except for share and per-share data.

[Row Level]
Row 1: As of January 1, 2021, the balance included ordinary shares with an additional paid-in capital of $25,877, and accumulated other comprehensive income of $655, with an accumulated deficit of $10,425. The shareholders' equity attributable to ordinary shareholders was $16,107, making the total shareholders' equity $16,107.

Row 2: During 2021, the net loss was $110,531, which contributed to the accumulated deficit increasing to $110,531.

Row 3: There were no changes due to fair value adjustments, leaving the accumulated other comprehensive income unchanged.

Row 4: A foreign currency translation adjustment resulted in a decrease of $843 in accumulated other comprehensive income to $724 and correspondingly in total shareholders' equity.

Row 5: The total comprehensive loss amounted to $110,531, impacting the accumulated deficit and total shareholders' equity accordingly.

Row 6: The issuance of ordinary shares was 479,954,430 shares with an additional paid-in capital of $417,958 and a receivable from shareholders of $106,210, affecting the total shareholders' equity which amounted to $311,770.

Row 7: A shareholder contribution connected to the issuance of exchangeable notes provided an additional paid-in capital of $3,391.

Row 8: An additional capital contribution from shareholders added $15,695 to the overall shareholders’ equity.

Row 9: Dividends paid to a shareholder reduced the equity by $1,880.

Row 10: A deemed distribution arising from reorganization under common control resulted in a decrease of $38,507 in total shareholders’ equity.

Row 11: By December 31, 2021, the balance showed 479,954,430 ordinary shares with $22 in ordinary share value, an additional paid-in capital of $424,414, and a receivable from shareholders of $106,210. The accumulated deficit stood at $122,836, with accumulated other comprehensive loss of $69, noncontrolling interests at zero, and total shareholders’ equity at $195,321. In cases where the intangible assets have been recognized, Company can amortize based on 150% of the cost of intangible assets. According to the Notice on Raising Proportion of Super-deduction of Research and Development Expenses published by the Ministry of Finance, the State Administration of Taxation, and the Ministry of Science and Technology in 2018, and the Announcement on Extension of the Implementation Period of Certain Preferential Tax Policies published by the Ministry of Finance and the State Administration of Taxation in 2021, the aforementioned percentages have been raised to 75% and 175%, respectively, with an effective period from January 1, 2018, to December 31, 2023. According to the Announcement on Further Improving the Policy on Extra Pre-tax Deduction of R&D Expenses published by the Ministry of Finance and the State Administration of Taxation in 2023, starting from January 1, 2023, the aforementioned percentages have been raised to 100% and 200%, respectively. 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. [Table Level]
- Table Title: Capitalization as of June 30, 2024
- Table Summary: The table provides a detailed overview of the cash and cash equivalents and the capitalization structure of Company as of June 30, 2024. It lists various components of cash, shareholder deficit, and different types of debt expressed in thousands of US dollars.
- Context: The table shows financial details as part of a prospectus document. It is presented in conjunction with comprehensive financial data and explains that historical financial figures may not predict future results.
- Special Notes: All values are in thousands of US dollars. The table also notes "Total capitalization*" with a footnote that should be checked for additional details.

[Row Level]
- Row 1: Cash available amounts to $268,781.
- Row 2: Restricted cash is listed at $375,034.
- Row 3: The total shareholders' deficit is $(174,081), indicating a negative balance.
- Row 4: Short-term borrowings from third parties total $518,479.
- Row 5: Current convertible notes stand at $110,661.
- Row 6: Current put option liabilities are valued at $437.
- Row 7: Non-current put option liabilities are valued at $175,214.
- Row 8: Non-current warrant liabilities total $5,549.
- Row 9: Non-current convertible notes sum to $75,970.
- Row 10: Non-current exchangeable notes are recorded at $77,087.
- Row 11: The total capitalization is noted as $789,316. 2.1 First Amended and Restated Agreement and Plan of Merger, dated as of October 11, 2023, by and among Company, Subsidiary A, Subsidiary B, and L Catterton Asia Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
3.1 Sixth Amended and Restated Memorandum and Articles of Association of Company, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-1 (File No. 333-279108) filed with the SEC on May 3, 2024)  
4.1 Specimen American Depositary Receipt (included as Exhibit A to Exhibit 4.2)  
4.2 Deposit Agreement, dated as of January 29, 2024, by and among Company, the depositary named therein, and holders and beneficial owners of the American Depositary Shares (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form F-1 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.16 Trademarks License Agreement, dated November 4, 2021, between Subsidiary A and Subsidiary B (incorporated by reference to Exhibit 10.16 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.17 English Translation of Manufacture Cooperation Agreement, dated June 21, 2022, among Subsidiary C, Subsidiary D, Subsidiary E of Counterparty A, and Subsidiary F of Counterparty A (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.18 English Translation of Convertible Note Investment Agreement, dated September 23, 2021, among Investor A, Subsidiary C, Counterparty A, and Investor B (incorporated by reference to Exhibit 10.18 to the Registration Statement on Form F-4 (File No. Total capital expenditures contracted but not yet reflected in the consolidated and combined financial statements of Company as of December 31, 2023, were as follows: Due to shifting economic and political conditions, tax policies and laws, tax rates in jurisdictions in which Company operates may be subject to significant changes that could impair its financial results. In 2021, the Organization for Economic Cooperation and Development announced an Inclusive Framework on Base Erosion and Profit Shifting, including Pillar Two Model Rules defining the global minimum tax, which calls for the taxation of large multinational corporations at a minimum rate of 15%. Subsequently, multiple sets of administrative guidance have been issued. Various tax jurisdictions in which Company operates have either recently enacted legislation to adopt certain components of the Pillar Two Model Rules beginning in 2024, with the adoption of additional components in later years, or announced their plans to enact such legislation in future years. Company will continue to evaluate the impact of such legislative initiatives in the tax jurisdictions in which it operates. There are uncertainties regarding the rules and implementations, and there is no guarantee that these changes will not affect its financial results. For the years ended December 31, 2023, 2022, and 2021, Company repaid loans borrowed from other subsidiaries in the amounts of US$71.8 million, nil, and nil, respectively. For the six months ended June 30, 2024, Company provided loans with a principal amount of US$212.2 million to its subsidiaries, and made a capital contribution of US$34.1 million to its subsidiaries. For the six months ended June 30, 2024, Company repaid loans borrowed from other subsidiaries in the amount of US$33.8 million. For the years ended December 31, 2023, 2022, and 2021, Company paid advances of nil, nil, and US$11.1 million to the former variable interest entity (VIE). For the years ended December 31, 2023, 2022, and 2021, Company collected advances of nil, US$10.6 million, and nil from the former variable interest entity (VIE). [Table Level]
- Table Title: Parent Company Condensed Statements of Comprehensive Loss
- Table Summary: This table presents the comprehensive loss information for Company over the years ended December 31, 2021, 2022, and 2023. It includes various components such as operating expenses, investment losses, foreign currency exchange impacts, and net loss figures, along with other comprehensive income elements.
- Context: The table provides financial details of Company, utilizing accounting policies as presented in the consolidated statements. The investments in subsidiaries are recorded under the equity method.
- Special Notes: All amounts are presented in thousands of US dollars, except where otherwise noted.

[Row Level]
Row 1: For the year 2023, total operating expenses were $(2,983), compared to $(11,127) in 2022, and $(263) in 2021 US$.

Row 2: Interest income amounted to $6,979 in 2023, $2,839 in 2022, and was not applicable in 2021 US$.

Row 3: There were no interest expenses recorded for the years 2021, 2022, and 2023.

Row 4: Investment loss, net, was recorded at $(5,084) in 2023, $(4,242) in 2022, and not applicable for 2021 US$.

Row 5: Foreign currency exchange losses were $(171) in 2023, $(13,068) in 2022, and gains of $2,124 in 2021 US$.

Row 6: Changes in fair values of convertible notes, excluding the impact of specific credit risk, resulted in $(616) for 2023, with no recorded values for 2022 or 2021 US$.

Row 7: Changes in fair values of put option liabilities were $(2,508) in 2023, not applicable for 2022, and not applicable for 2021 US$.

Row 8: The share of losses from subsidiaries and consolidated variable interest entities (VIEs) was $(737,618) in 2023, $(698,323) in 2022, and $(112,392) in 2021 US$.

Row 9: Company experienced a loss before income taxes of $(742,001) in 2023, $(723,921) in 2022, and $(110,531) in 2021 US$.

Row 10: There was no income tax expense for the years 2021, 2022, and 2023.

Row 11: Net loss was the same as the loss before income taxes for each respective year: $(742,001) in 2023, $(723,921) in 2022, and $(110,531) in 2021 US$.

Row 12: Other comprehensive income included fair value changes of convertible notes due to instrument-specific credit risk, net of nil income taxes, recorded as $(8,650) in 2023, $(893) in 2022, and $119 in 2021 US$.

Row 13: Foreign currency translation adjustment, net of nil income taxes, was $16,210 in 2023, $18,669 in 2022, and $(843) in 2021 US$.

Row 14: Total comprehensive loss was reported at $(734,441) for 2023, $(706,145) for 2022, and $(111,255) for 2021 US$. 333-275001) filed with the SEC on October 16, 2023)  
10.2 Administrative Support Agreement, dated as of March 10, 2021, by and between Subsidiary A and Subsidiary B (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.3 Letter Agreement, dated as of March 10, 2021, among Subsidiary A, Subsidiary B, and officers and directors of Subsidiary B (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023) Exhibit No. Description  
10.4 Sponsor Support Agreement, dated as of January 31, 2023, by and among Company, Subsidiary B, Subsidiary A, and other parties named therein (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form F-4 (File No. Short-term borrowings from third parties consisted of the following: 333-275001) filed with the SEC on October 16, 2023)  
10.5 Amendment to Sponsor Support Agreement, dated as of November 13, 2023, by and among Company, L Catterton Asia Acquisition Corp, LCA Acquisition Sponsor, LP, and other parties named therein (incorporated by reference to Exhibit 10.5 to the Registration Statement on Amendment No. 1 to Form F-4 (File No. 333-275001) filed with the SEC on November 15, 2023)  
10.6 Shareholder Support Agreement, dated as of January 31, 2023, by and among Company, L Catterton Asia Acquisition Corp, and other parties named therein (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.7 Distribution Agreement, dated January 31, 2023, between Subsidiary B and Subsidiary A (incorporated by reference to Exhibit 10.7 to the Registration Statement on Amendment No. 1 to Form F-4 (File No. [Table Level]
- Table Title: Cash Flow Summary for the Years Ended December 31, 2023, 2022, and 2021
- Table Summary: The table presents the cash flow activities of Company over three consecutive years, highlighting cash generated or used from operating, investing, and financing activities, along with the effect of exchange rate changes. It also provides the net increase in cash and final cash position at each year’s end.
- Context: This table is part of Company's condensed financial information, reflecting the application of consistent accounting policies and does not include any undisclosed significant obligations or contingencies.
- Special Notes: All amounts are reported in thousands of US dollars.

[Row Level]
- Row 1: In 2023, the net cash generated from operating activities was $3,127, compared to $2,682 in 2022 and a negative $997 in 2021.
- Row 2: The net cash used in investing activities was significantly higher in 2023 at $347,697, compared to $113,216 in 2022, with no recorded investment activities in 2021.
- Row 3: Net cash provided by financing activities in 2023 was $27,163, a decrease from $392,053 in 2022 and an increase from $82,076 in 2021.
- Row 4: The effect of exchange rate changes on cash was a decrease of $1,812 in 2023, compared to decreases of $10,161 in 2022 and an increase of $670 in 2021.
- Row 5: There was a net decrease in cash of $319,219 in 2023, contrasting with a net increase of $271,358 in 2022 and an increase of $81,749 in 2021.
- Row 6: Cash at the beginning of 2023 was $353,107, compared to $81,749 at the start of 2022, with no starting cash amount recorded for 2021.
- Row 7: The cash at the end of 2023 was significantly lower at $33,888, compared to $353,107 at the end of 2022 and $81,749 at the end of 2021. [Table Level]
- Table Title: Consolidated Balance Sheets - Non-current Liabilities
- Table Summary: The table presents the non-current liabilities of Company. as of December 31, 2023, and 2022. It details various liability categories, including contract liabilities, operating lease liabilities, put option liabilities, exchangeable notes, convertible notes, deferred tax liabilities, deferred income, and other liabilities, and compares their values across the two years.
- Context: The audits were conducted according to PCAOB standards to ensure financial statements are free of material misstatement. The table is part of Company.'s consolidated balance sheets as of the end of 2023 and 2022, with financial details presented in thousands of dollars.
- Special Notes: All amounts are in thousands of US dollars, with detailed notes for specific liabilities.

[Row Level]
Row 1: As of December 31, 2023, contract liabilities to third parties amount to US $6,245 with no corresponding liability in 2022.

Row 2: Operating lease liabilities owed to third parties, including those of variable interest entities (VIEs) without recourse, totaled US $91,929 in 2023, a decrease from US $98,963 in 2022.

Row 3: Operating lease liabilities to related parties, also considering VIEs without recourse, were US $12,064 in 2023, significantly higher than US $170 in 2022.

Row 4: Put option liabilities stood at US $11,884 in 2023, with no such liabilities in 2022.

Row 5: Exchangeable notes were recorded as US $75,678 in 2023, an increase from US $71,792 in 2022.

Row 6: Convertible notes summed to US $81,635 in 2023, up from US $76,770 the previous year.

Row 7: Deferred tax liabilities were US $126 in 2023, unchanged from 2022.

Row 8: Deferred income grew to US $270,097 in 2023 from US $258,450 in 2022.

Row 9: Other non-current liabilities to third parties increased to US $103,403 in 2023 from US $15,824 in 2022.

Row 10: Other non-current liabilities to related parties were US $1,634 in 2023, slightly up from US $1,584 in 2022.

Row 11: The total of non-current liabilities was US $654,569 in 2023, compared to US $523,679 in 2022. Company has a dedicated global team to support its R&D activities with a sizable scale and comprehensive functionalities, covering all major technological perspectives. Company's approach to innovation demonstrates an interconnected global collaboration among highly experienced and dedicated teams in the U.K., Germany, and China, each with different technological focuses. Centered around Company's global headquarters in China, which focuses on cloud computing and online data processing, the company operates a software center in Shanghai focusing on global system integration and network security, and a research institute in Ningbo focusing on electric architecture, charging and power systems, and intelligent driving. Company has established two R&D centers on engineering and product design, including the Company Creative Centre (Subsidiary A) located in the U.K., with a focus on automotive design and design strategy, product and brand communication, and sustainable material science, and the Company Innovative Centre (Subsidiary B) located in Germany, with a focus on behavioral science, innovative vehicle technologies, dynamic attribute development, user interface, and regional tuning and application. [Table Level]
- Table Title: Consolidated Balance Sheets of Company.
- Table Summary: The table presents the consolidated balance sheets of Company. as of January 1, 2021, and December 31, 2021. The table details changes in ordinary shares, additional paid-in capital, receivables from shareholders, accumulated deficits, and total shareholders' equity, including contributions from shareholders and effects of reorganization.
- Context: The table is a part of the audited financial statements of Company., following PCAOB standards, representing the financial position at year-end 2021 and various financial activities throughout the year.
- Special Notes: All amounts are in thousands of US dollars unless specified otherwise. Footnote (1) refers to the number of ordinary shares.

[Row Level]
Row 1: As of January 1, 2021, Company. had additional paid-in capital of $25,877, an accumulated deficit of $10,425, and total shareholders' equity of $16,107.

Row 2: Company. reported a net loss during the year, which is not individually quantified in the table rows but impacts the accumulated deficit.

Row 3: Adjustments for fair value changes related to credit risk of financial instruments, net of no income taxes, are noted with no specific amounts recorded in individual columns.

Row 4: Foreign currency translation adjustments, also net of nil income taxes, contributed negatively, decreasing by $843.

Row 5: Total comprehensive loss for the period resulted in an accumulated deficit of $110,531 and a total shareholders' deficit of $111,255.

Row 6: The issuance of 479,954,430 ordinary shares resulted in a nominal capital of $22 and an addition to paid-in capital of $417,958, though receivables from shareholders increased by $106,210.

Row 7: Shareholders contributed $3,391 in connection with the issuance of exchangeable notes.

Row 8: An additional capital contribution from shareholders amounted to $15,695.

Row 9: Dividends of $38,507 were paid to a shareholder, reducing the total shareholders' equity.

Row 10: A deemed distribution under common control reorganization is mentioned without affecting the ordinary shares numerically.

Row 11: As of December 31, 2021, the balance sheet reported 479,954,430 ordinary shares, additional paid-in capital of $424,414, receivables from shareholders at $106,210, an accumulated deficit of $122,836, and total shareholders' equity of $195,321. 333-275001) filed with the SEC on October 16, 2023)  
10.12 English translation of form of Employment Agreement between Subsidiary A and each executive officer of Company. (incorporated by reference to Exhibit 10.12 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.13 English Translation of EPA/LAMBDA/ALPHA Development Agreement, dated March 24, 2021, between Subsidiary A and Counterparty A. (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.14 English Translation of Technology License Agreement, dated December 20, 2021, between Subsidiary A and Counterparty B. (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.15 Trademarks License Agreement, dated November 4, 2021, between Subsidiary B and Counterparty C. (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form F-4 (File No. The company expects the Wuhan manufacturing facility will continue production and, with additional investment in necessary tooling and fixture upgrades, its planned Sedan and SUV. To date, Company has limited automobile manufacturing experience, and therefore cannot assure stakeholders that it will be able to achieve its targeted production volume of commercially viable vehicles on a timely basis, or at all. Company's continued development, manufacturing, and delivery of high-quality automobiles to achieve the targeted production volume are and will be subject to risks, including with respect to: ● delays in Company's EV technology development; ● lack of necessary funding; ● delays or disruptions in Company's supply chain; ● quality control deficiencies; ● inability to adapt to changing market conditions and manage growth effectively; ● noncompliance with environmental, workplace safety, and regulatory requirements; and  
● cost overruns. Historically, automakers are expected to periodically introduce new and improved models to stay abreast of the market. To remain competitive, Company may be required to introduce new vehicle models and perform facelifts on existing vehicle models earlier or more frequently than originally planned, which would require the company to invest to a larger extent in research and development. Other than the ordinary cash requirements for operations, Company's material cash requirements as of December 31, 2023, and any subsequent interim period primarily include capital expenditures, purchase commitments, and operating lease obligations. Company's capital expenditures are primarily incurred for the purchase of property, equipment, software, and intangible assets. Company's total capital expenditures were US$213.7 million, US$133.3 million, and US$34.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. Company will continue to make capital expenditures to meet the needs of its business operations. As of December 31, 2023, Company's capital expenditure commitment was US$59.6 million. Company's purchase commitment primarily consists of future minimum purchase commitments related to the acquisition of BEV lifestyle models, Company-brand sports cars, research and development services, and other operating expenses. As of December 31, 2023, Company's purchase commitment was US$182.0 million. Company's operating lease obligation primarily consists of non-cancellable operating lease agreements for certain offices, warehouses, retail and service locations, equipment, and vehicles worldwide. As of December 31, 2023, Company's operating lease obligation was US$152.6 million. As of December 31, 2023, Company's outstanding balance of convertible notes payable was US$101.9 million. Company has established cash management policies to direct how funds are transferred among Company and its subsidiaries to ensure the efficient and compliant handling of funds. These policies dictate that each cash transfer shall (i) go through approval processes, ensuring that only authorized personnel are involved in the transaction, (ii) be properly recorded, facilitating audits and financial reviews, and (iii) be in compliance with all applicable laws and regulations, including anti-money laundering (AML) and know-your-customer (KYC) requirements. For the years ended December 31, 2023, 2022, and 2021, Company provided loans with principal amounts of US$231.6 million, US$5.9 million, and nil to its subsidiaries, and made capital contributions of US$302.3 million, US$94.7 million, and nil to its subsidiaries. For the six months ended June 30, 2024, Company provided loans with a principal amount of US$100.7 million to its subsidiaries, and made a capital contribution of US$906.9 million to its subsidiaries. For the years ended December 31, 2023, 2022, and 2021, Company provided loans with principal amounts of US$316.7 million, US$49.6 million, and nil to its subsidiaries, and made capital contributions of US$22.3 million, US$137.2 million, and US$108.9 million to its subsidiaries. [Table Level]  
- Table Title: Short-Term Borrowings from Third Parties  
- Table Summary: The table provides a breakdown of short-term borrowings by Company from banks and a financial institution as of June 30, 2024, and December 31, 2023. It includes data on borrowing amounts and totals for these dates.  
- Context: The context indicates that Company engaged in substantial short-term borrowing activities during the first half of 2024 and managed interest rates of 4.03% on June 30, 2024. The total amount borrowed increased significantly from the previous year-end.  
- Special Notes: All amounts are in thousands of US dollars.  

[Row Level]  
Row 1: As of June 30, 2024, borrowings from banks amounted to US$517,902, compared to US$226,772 as of December 31, 2023.  

Row 2: The secured loans from a financial institution totaled US$577 as of June 30, 2024, while there were no such loans recorded on December 31, 2023.  

Row 3: The total borrowings, combining both banks and financial institutions, were valued at US$518,479 on June 30, 2024, showing a significant increase from a total of US$226,772 on December 31, 2023. title: 4. Can you introduce the situation of the company recently disclosing to multiple automakers the output of intelligent driving solutions?  
Subsidiary A, a subsidiary of Company' intelligent driving business, has partnered with several leading automotive manufacturers to provide industry partners with intelligent driving technology and software solutions. The company has officially announced the cooperation with Counterparty A and Counterparty B, including providing high-level intelligent driving solutions such as high-speed NOA and urban NOA for the first pure electric flagship sedan under the Counterparty A brand. It provides a comprehensive set of advanced intelligent driving solutions including ADAS, highway NOA, urban NOA, and intelligent driving tool chain for Counterparty B, which is expected to be applied to a number of its commercial vehicles (such as heavy trucks, light trucks, buses, etc.) in the future. These collaborations mark key milestones in Company' successful export and commercialization of its leading technology capabilities. All domestic vehicles under the Company brand (including SUVs and sedans) can be equipped with hardware supporting L4 level intelligent driving capability to carry Company advanced end-to-end intelligent driving service solutions. As cumulative residential vehicle deliveries continue to climb, the potential for future paid software subscription revenue is increasing. Company has acted as Cayman Islands legal advisers to Company (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”) (including its exhibits, the “Registration Statement”) for the purposes of registering with the Commission under the Act, and relates to: (1) the issuance by Company of up to 15,037,030 American depositary shares (the “ADSs”), each representing one ordinary share, par value US$0.00001 per share, of Company (the “Ordinary Shares”), including: (i) 9,550,246 ADSs issuable upon the exercise of warrants (the “Public Warrants”) to purchase Ordinary Shares in the form of ADSs which were issued on 22 February 2024 (the “Closing Date”) in exchange for the public warrants of Counterparty A that were issued in the initial public offering of Counterparty A; 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. [Table Level]

- Table Title: Parent Company Condensed Cash Flow Statement
- Table Summary: This table presents the cash flows of Company for the years ended December 31, 2023, 2022, and 2021. It outlines net cash generated from operating activities, used in investing activities, provided by financing activities, and the effects of exchange rate changes on cash, leading to the net increase in cash and overall cash positions at the beginning and end of the year.
- Context: The financial information has been prepared using Company's established accounting policies, focusing on separate financial data, with investments recorded under the equity method. There are no substantial contingencies or obligations unless disclosed in the consolidated statements.
- Special Notes: All amounts are in thousands of US dollars.

[Row Level]

Row 1: In 2023, Company generated $3,127 in net cash from operating activities, an increase from $2,682 in 2022 and a recovery from using $(997) in 2021.

Row 2: In 2023, Company used $(347,697) in net cash for investing activities, a significant increase compared to $(113,216) in 2022. No cash was used for investing activities in 2021.

Row 3: The net cash provided by financing activities was $27,163 in 2023, a decline from $392,053 in 2022 and slightly less than $82,076 in 2021.

Row 4: Exchange rate changes affected cash by $(1,812) in 2023, compared to $(10,161) in 2022 and positively by $670 in 2021.

Row 5: The net effect of these activities resulted in a decrease of $(319,219) in cash for 2023, contrasted with increases of $271,358 in 2022 and $81,749 in 2021.

Row 6: The cash balance at the beginning of 2023 was $353,107, which was higher than the $81,749 at the beginning of 2022.

Row 7: By the end of 2023, the cash balance was $33,888, a decrease from $353,107 at the end of 2022 but equal to the beginning balance of 2021. 333-275001) filed with the SEC on November 15, 2023)  
10.8 Put Option Agreement, dated January 31, 2023, among Company, Counterparty A International (Hong Kong) Limited, Subsidiary A, and Subsidiary B (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.9 Put Option Agreement, dated January 31, 2023, among Company, Counterparty B Automotive Sdn Bhd, Subsidiary A, and Subsidiary B (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.10 Company 2022 Stock Incentive Plan (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
10.11 Form of Indemnification Agreement between Company and each executive officer of Company (incorporated by reference to Exhibit 10.11 to the Registration Statement on Form F-4 (File No. [Table Level]
- Table Title: Exhibits List and Description
- Table Summary: This table provides a detailed list of various agreements and documents related to Company and its associated partners. Each entry includes the specific exhibit number, a brief description of the agreement, notable involved parties, and the filing reference with the SEC, including the filing date.
- Context: Before the table, numerous agreements and amendments involving Company and various partners are listed with references to their filings. Following the table, the text outlines the undertakings related to filing amendments to the registration statement as required by the Securities Act of 1933.
- Special Notes: Special marks like "#", "†", and "††" indicate important notes or footnotes related to specific agreements.

[Row Level]
Row 1: Exhibit No. 10.20†#: An English translation of a Convertible Note Investment Agreement dated November 8, 2022, among Counterparty A, Counterparty B, and Counterparty C. This document is incorporated by reference to Exhibit 10.19 and filed with the SEC on October 16, 2023.

Row 2: Exhibit No. 10.21†#: A Series A Preferred Share Purchase Agreement amended and restated on March 17, 2022, involving Investor A, Investor B, Subsidiary A, and Company. It is incorporated by reference and filed on October 16, 2023.

Row 3: Exhibit No. 10.22†#: This agreement, dated July 8, 2022, involves Investor C and others for the purchase of Series A Preferred Shares. The reference for this document is Exhibit 10.21, filed on October 16, 2023.

Row 4: Exhibit No. 10.23†#: Dated August 29, 2022, this Series A Preferred Share Purchase Agreement is among Investor D and other entities. Incorporated by reference to Exhibit 10.22, it was filed on October 16, 2023.

Row 5: Exhibit No. 10.24†#: A Series A Preferred Share Purchase Agreement dated August 29, 2022, involving Investor E. The reference is Exhibit 10.23, filed on October 16, 2023.

Row 6: Exhibit No. 10.25†#: Another Series A Preferred Share Purchase Agreement dated August 29, 2022, includes Investor F and others. It is incorporated by reference to Exhibit 10.24, filed on October 16, 2023.

Row 7: Exhibit No. 10.26†#: Dated August 30, 2022, this agreement involves Investor G. It is referred to in Exhibit 10.25, filed on October 16, 2023.

Row 8: Exhibit No. 10.27#: English Translation of a Restructuring Agreement dated June 30, 2023, which involves Counterparty D. Referenced by Exhibit 10.26 and filed on October 16, 2023.

Row 9: Exhibit No. 10.28#: An English Translation of a Termination Agreement dated June 30, 2023. It includes Counterparty E and is filed on October 16, 2023.

Row 10: Exhibit No. 10.29#: The form of Convertible Note Purchase Agreement incorporated by reference to Exhibit 10.28 and filed with the SEC on October 16, 2023.

Row 11: Exhibit No. 10.30#: Form of Subscription Agreement incorporated by reference to Exhibit 10.29 and filed with the SEC on October 16, 2023.

Row 12: Exhibit No. 10.31#: Form of Subscription Agreement for PIPE Investments, incorporating Exhibit 10.30 and filed on October 16, 2023.

Row 13: Exhibit No. 10.32#: Convertible Note Purchase Agreement dated April 28, 2023, by and between Company and Investor H. It is referenced in Exhibit 10.31 and filed on October 16, 2023.

Row 14: Exhibit No. 10.33#: Subscription Agreement dated April 27, 2023, for the purchase of securities of Company. It is incorporated by reference to Exhibit 10.32, filed on October 16, 2023.

Row 15: Exhibit No. 10.34#: Form of Shareholder Lock-Up Letter, referenced by Exhibit 10.33, and filed with the SEC on October 16, 2023.

Row 16: Exhibit No. 10.35#: Share Subscription Agreement dated November 15, 2023, involving Company. It is incorporated by reference to Exhibit 10.34 and filed on December 5, 2023. [Table Level]
- Table Title: Consolidated Balance Sheets for Company. as of December 31, 2023, 2022, and 2021
- Table Summary: The table represents the financial performance of Company., detailing revenues, costs, operating expenses, and comprehensive income over three fiscal years. It provides an overview of Company.'s gross profit, operating loss, and net loss alongside other financial metrics.
- Context: The audit was conducted following PCAOB standards to ensure the accuracy and transparency of the financial statements. Company. is involved in designing and selling luxury electric vehicles and sports cars worldwide.
- Special Notes: All financial figures are presented in thousands, except for share and per share data. The table includes various notes for further explanations.

[Row Level]
Row 1: Revenues from sales of goods reached US$660,158 in 2023, significantly higher compared to US$1,186 in 2022 and US$369 in 2021.

Row 2: Service revenues amounted to US$18,850 in 2023, showing growth from US$8,371 in 2022 and US$3,318 in 2021.

Row 3: Total revenues for 2023 were US$679,008, increasing from US$9,557 in 2022 and US$3,687 in 2021.

Row 4: Cost of goods sold in 2023 was US$564,741, compared to US$948 in 2022 and US$331 in 2021.

Row 5: Cost of services totaled US$12,086 in 2023, an increase from US$6,302 in 2022 and US$299 in 2021.

Row 6: Total cost of revenues for 2023 was US$576,827, which rose from US$7,250 in 2022 and US$3,130 in 2021.

Row 7: Company.'s gross profit in 2023 stood at US$102,181, compared to US$2,307 in 2022 and US$557 in 2021.

Row 8: Research and development expenses were notably high at US$86,729 in 2023, compared to US$445,844 in 2022 and US$345,655 in 2021.

Row 9: Selling and marketing expenses amounted to US$32,935 in 2023, decreasing from US$151,331 in 2022 and US$131,066 in 2021.

Row 10: General and administrative expenses were US$144,533 in 2023, dropping from US$148,369 in 2022 and US$54,763 in 2021.

Row 11: Government grants contributed US$4,077 in 2023, decreasing from US$55,824 in 2022 and US$490,694 in 2021.

Row 12: Total operating expenses for 2023 were US$838,120, compared to US$689,720 in 2022 and US$113,499 in 2021.

Row 13: The operating loss for 2023 was US$735,939, compared to US$687,413 in 2022 and US$112,942 in 2021.

Row 14: Interest expenses amounted to US$10,200 in 2023, up from US$8,542 in 2022 and US$3,615 in 2021.

Row 15: Interest income was US$9,204 in 2023, a slight increase from US$12,183 in 2022 and US$8,269 in 2021.

Row 16: Net investment loss was US$1,068 in 2023, compared to US$7,865 in 2022 and US$2,299 in 2021.

Row 17: Equity method investments resulted in a loss of US$1,468 in 2023, reduced from US$2,762 in 2022 and US$2,056 in 2021.

Row 18: Foreign currency exchange losses were US$1,085 in 2023, down from US$9,657 in 2022 and US$798 in 2021.

Row 19: Changes in noncontrolling interest liabilities amounted to US$2,508 in 2023, compared to US$22,991 in 2022 and US$1,367 in 2021.

Row 20: The loss before income taxes was US$749,142 in 2023, compared to US$724,271 in 2022 and US$108,678 in 2021.

Row 21: The income tax expense for 2023 was US$1,113, a decrease from US$29 in 2022 and US$1,853 in 2021.

Row 22: Net loss was US$750,255 in 2023, decreased from US$724,563 in 2022 and US$110,531 in 2021.

Row 23: Net loss attributable to noncontrolling interests was US$8,254 in 2023, compared to US$642 in 2022.

Row 24: Net loss attributable to ordinary shareholders was US$742,001 in 2023, while it was US$723,921 in 2022 and US$110,531 in 2021.

Row 25: Redeemable Convertible Preferred Shares accretion was US$15,121 in 2023, up from US$910 in 2022.

Row 26: Net loss available to ordinary shareholders was US$757,122 in 2023, compared to US$724,831 in 2022 and US$110,531 in 2021.

Row 27: The basic and diluted loss per ordinary share was US$1.60 in 2023, compared to US$1.52 in 2022 and US$0.33 in 2021.

Row 28: The weighted average number of ordinary shares outstanding was 474,621,603 in 2023, compared to 475,805,054 in 2022 and 334,127,181 in 2021.

Row 29: Other comprehensive income losses were US$8,650 in 2023, compared to US$893 in 2022 and US$119 in 2021.

Row 30: Foreign currency translation adjustments were US$16,210 in 2023, slightly lower than US$18,669 in 2022 and US$9,453 in 2021.

Row 31: The total other comprehensive income was US$7,560 in 2023, compared to US$17,776 in 2022 and US$724 in 2021.

Row 32: Total comprehensive loss was US$742,695 in 2023, compared to US$706,787 in 2022 and US$111,255 in 2021.

Row 33: Comprehensive loss attributable to noncontrolling interests was US$8,254 in 2023, compared to US$642 in 2022. [Table Level]  
- Table Title: Purchase Commitment as of December 31, 2023  
- Table Summary: The table outlines Company's purchase commitments expected within different time frames as of December 31, 2023. It indicates the financial obligations for purchase commitments expected in less than one year, more than one year, and the total amount.  
- Context: The purchase commitments are related to vehicles, research and development services, and other operating expenses not yet included in the financial statements.  
- Special Notes: All amounts are in thousands of US dollars.  

[Row Level]  
- Row 1: The purchase commitments amount to $179,490,000 expected in less than one year, $2,511,000 expected in more than one year, resulting in a total commitment of $182,001,000. 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.