The shareholder structure of Company is as follows:  
- Investor A holds 51% of the shares.  
- Investor B holds 49% of the shares.
The equity interests of Subsidiary A and Subsidiary B were transferred to Company on December 29, 2021, and June 24, 2022, respectively. On November 4, 2021, Company entered into trademark license agreements with a related party, Subsidiary C, a wholly-owned subsidiary of Subsidiary D, pursuant to which Company received the “Company” trademark licenses as long as it conducts business related to lifestyle vehicles (excluding sports cars). Company issued 216,700,000 ordinary shares as consideration for such trademark. The above reorganization was completed on June 24, 2022. On November 12, 2021, the former Variable Interest Entity (VIE) and a third party established Counterparty A, in which the former VIE held a 60% equity interest. In March 2022, the former VIE transferred its 60% legal equity interest in Counterparty A to its then wholly-owned subsidiary, Subsidiary E. On March 15, 2022, Company declared a 10-for-1 stock split in the form of a stock dividend, which was distributed to all the shareholders of Company in proportion to their respective shareholdings in Company. The following diagram illustrates Company's corporate structure, including its principal and other subsidiaries as of the date of this prospectus: Company is not an operating company but a Cayman Islands holding company. Company conducts its operations through its subsidiaries in China and Europe, and for the periods ended prior to the Restructuring, also through the former Variable Interest Entity (VIE) and its subsidiaries based in mainland China. Following the Restructuring, Company's operations in mainland China are currently conducted by its mainland China subsidiaries. The securities registered herein are securities of Company, not those of its operating subsidiaries. Therefore, investors in Company are not acquiring equity interest in any operating company but instead are acquiring interest in a Cayman Islands holding company. *[Table Level]
- Table Title: Ownership of Ordinary Shares by Directors, Executive Officers, and 5.0% Shareholders
- Table Summary: The table provides an overview of the ownership of ordinary shares by specific directors, executive officers, and major shareholders. It details both the number of ordinary shares held and the percentage of beneficial ownership or voting power associated with each party.
- Context: The preceding context explains that the ownership percentages are based on a total of 677,231,538 ordinary shares that are issued and outstanding. Various warrants and convertible notes also contribute to the total as of the date of this prospectus.
- Special Notes: Footnotes indicate further details about specific shareholders and disclaimer of beneficial ownership for Person A with respect to his involvement in Subsidiary A.

[Row Level]
Row 1: Person A holds 14,398,660 ordinary shares, representing 2.1% of beneficial ownership or voting power.
Row 2: Person B owns 57,061,196 ordinary shares, corresponding to 8.4% of the beneficial ownership or voting power.
Row 3-7: Other directors, such as Person C, Person D, Person E, Person F, and Person G, have unspecified ownership values, indicated by asterisks.
Row 8: All directors and executive officers as a group hold a total of 72,819,517 ordinary shares, with a combined voting power of 10.8%.
Row 9: Subsidiary A is attributed with 186,648,945 ordinary shares, equating to 27.6% of beneficial ownership.
Row 10: Counterparty B has 156,236,329 ordinary shares, making up 23.1% of the ownership.
Row 11: Subsidiary B possesses 108,740,886 ordinary shares, or 16.1% of the voting power.
Row 12: Investor A holds 50,000,000 ordinary shares, representing 7.4%.
Row 13: Subsidiary C has 47,995,443 ordinary shares, amounting to 7.1%.
Row 14: Investor B holds 44,997,886 ordinary shares, corresponding to 6.6% of the beneficial ownership. [Table Level]
- Table Title: Ownership Structure of Shares Outstanding
- Table Summary: This table outlines the distribution of shares among different stakeholders of Company, highlighting both the number of shares and the percentage they represent of the total shares outstanding. It provides insights into the ownership stakes of various groups, such as Counterparty A Ordinary Shareholders, Merger Financing Investors, and others.
- Context: Before the table, it details amendments to a Sponsor Support Agreement affecting Sponsor Shares' vesting and earn-out conditions. After the table, it explains specifics about exchangeable notes, options, and shares issuable under the 2022 Share Incentive Plan.
- Special Notes: Footnotes indicate special calculations or conditions affecting certain shareholder categories, such as exclusions for exercisable options or details regarding convertible notes.

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

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

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

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

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

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

Row 7: "The total shares outstanding amount to 676,735,814, with all listed percentages summing to 100%." On November 11, 2021, Company issued 95,990,886 ordinary shares to Subsidiary A, which is ultimately 100% owned by Counterparty A. Through a series of reorganization steps (the “Reorganization”), including transferring the assets and employees in the Company BEV business unit of Ningbo Counterparty A R&D into Subsidiary B and transferring the equity of Subsidiary B to the Wholly Foreign-Owned Enterprise (WFOE), Company gained control over the WFOE through Subsidiary C on December 15, 2021. The equity interests of Subsidiary D and Subsidiary E were also transferred to the Group on December 29, 2021, and June 24, 2022, respectively. On November 4, 2021, Company entered into trademark license agreements with a related party, Subsidiary F, a wholly owned subsidiary of Subsidiary G, which is ultimately controlled by Person A. Pursuant to this agreement, Company received the “Company” trademark licenses for as long as Company conducts business in relation to lifestyle vehicles (excluding sports cars). Company issued 47,995,443 ordinary shares as consideration for such trademark licenses. The above Reorganization was completed on June 24, 2022. Concurrent with the execution of the Merger Agreement, Company, the Sponsor, certain shareholders of Company (together with the Sponsor, collectively, the “Founder Shareholders”) and Subsidiary A entered into a sponsor support agreement (the “Sponsor Support Agreement”), pursuant to which each Founder Shareholder has agreed to (i) vote in favor of the Transactions and the other transaction proposals; (ii) waive anti-dilution rights held in respect of Company’s Class B Shares under the Amended and Restated Memorandum and Articles of Association of Company; (iii) appear at the extraordinary general meeting for purposes of constituting a quorum; (iv) vote against any proposals that would materially impede the transactions; (v) appoint Subsidiary A as the Founder Shareholders’ proxy and attorney-in-fact with respect to approval of the Transactions; (vi) not redeem any shares of Company held by such Founder Shareholder; (vii) not transfer any shares during an agreed lock-up period; and (viii) unconditionally and irrevocably waive the dissenters’ rights pursuant to the applicable laws in connection with the transactions and the Merger Agreement. On November 4, 2021, Company entered into trademark license agreements with a related party, Subsidiary C, a wholly owned subsidiary of Company International Limited (“Subsidiary D”), which is ultimately controlled by Person A. Pursuant to this agreement, Company received the “Company” trademark licenses for as long as Company conducts business in relation to lifestyle vehicles (excluding sports cars). Company issued 47,995,443 ordinary shares as consideration for such trademark licenses. The above Reorganization was completed on June 24, 2022. The Reorganization consists of transferring the Company BEV business to Subsidiary C. Before and after the Reorganization, the Company BEV business was ultimately controlled by Person A. Accordingly, the Reorganization is accounted for under common control transaction. Therefore, the accompanying consolidated and combined financial statements include the assets, liabilities, revenue, expenses, and cash flows of the Company BEV business for the periods presented and are prepared as if the corporate structure of Subsidiary C after the Reorganization had been in existence throughout the periods presented.
Moreover, failure to comply with SAFE registration requirements could result in liability under laws and regulations in mainland China for evasion of applicable foreign exchange restrictions. However, Company may not be informed of the identities of all the PRC residents or entities holding direct or indirect interests in the company, nor can Company compel its beneficial owners to comply with SAFE registration requirements. As a result, Company cannot assure stakeholders that all of its shareholders or beneficial owners who are PRC residents or entities have complied with, and will in the future make, obtain, and update any applicable registrations or obtain any approvals required by, SAFE regulations. Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by Company to amend the foreign exchange registrations of its PRC subsidiaries, could subject Company to fines or legal sanctions, restrict its overseas or cross-border investment activities, limit its PRC subsidiaries’ ability to make distributions or pay dividends to Company, or affect its ownership structure, which could adversely affect its business and prospects. 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. The board of directors will determine whether, to what extent, at what times and places, and under what conditions or regulations the accounts and books of Company will be open to inspection by shareholders. No shareholder will otherwise have any right to inspect any account, book, or document of Company except as required by law or authorized by the board of directors or the shareholders by special resolution. Company may from time to time by ordinary resolution: ● increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution will prescribe; ● consolidate and divide all or any share capital into shares of a larger amount than existing shares; ● sub-divide the existing shares or any of them into shares of a smaller amount; provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share will be the same as it was in the case of the share from which the reduced share is derived; Company believes that its close relationship with Counterparty A provides the company with a unique competitive advantage in its ability to rapidly scale commercialization while maintaining an asset-light operating model with less upfront capital expenditure commitment than other original equipment manufacturers (OEMs). Company has entered into a variety of agreements, including agreements related to technology licensing, manufacturing cooperation, and supply of framework, among others, with Counterparty A. The strategic partnership with Counterparty A allows Company to effectively control supply chain-related risks and accelerate product development. Company's ability to successfully operate its Global Commercial Platform will affect its ability to increase revenues. Company has taken steps to diversify its revenue sources, for example, by entering into the Distribution Agreement with Subsidiary A, pursuant to which Company is the exclusive global distributor (excluding the U.S., where Company International Limited will act as the head distributor with the existing regional distributor continuing its functions) for Subsidiary A to distribute Subsidiary A vehicles, parts, and certain tools, and to provide aftersales services, branding, marketing, and public relations for such vehicles, parts, and tools distributed by Company. These competitors also compete with Company in recruiting and retaining qualified research and development, sales, marketing, and management personnel, as well as in acquiring technologies complementary to, or necessary for, its products. Additional mergers and acquisitions in the electric vehicle and luxury automotive markets may result in even more resources being concentrated in these competitors. Company believes that its brand and history, its focus on design and experience, its advanced technologies, its relationship with Counterparty A and therefore the benefits it can obtain during the vehicle development phase, and its future-proof approach give it a competitive edge and allow it to formulate a highly differentiated go-to-market strategy. Company also has a scalable asset-light business model that it believes generates significant competitive advantages, allowing it to incur less upfront capital expenditure and focus on research and development and technologies. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of Company's outstanding voting shares within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for Company in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors of Company approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with Company's board of directors. Cayman Islands law has no comparable statute. As a result, Company cannot avail itself of the types of protections afforded by the Delaware business combination statute. Prior to May 2023, Company relied on contractual arrangements among Subsidiary A, or the WFOE, Subsidiary B, the former variable interest entity which is referred to as the “former VIE,” and its nominee shareholders to direct the business operations of the former VIE and its subsidiaries. Since early 2023, Company has been implementing a series of transactions to restructure its organization and business operations, which is referred to as the “Restructuring.” In connection with the Restructuring, the WFOE, the former VIE, and nominee equity holders of the former VIE entered into a series of agreements, or the VIE Restructuring Agreements, pursuant to which the WFOE acquired 100% equity interest in the former VIE’s subsidiaries. As of the date of this prospectus, Company's operations in mainland China are conducted by its subsidiaries, and it does not have any VIE structure. The holding company structure involves unique risks to investors. As a holding company, Company may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to its shareholders. Any dividend unclaimed after a period of six (6) calendar years from the date of declaration of such dividend may be forfeited by the Board of Directors and, if so forfeited, shall revert to Company. 130. The books of account relating to Company's affairs shall be kept in such manner as may be determined from time to time by the Directors. The books of account shall be kept at the Registered Office, or at such other place or places as the Directors deem appropriate, and shall always be open to the inspection of the Directors. 132. The Directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Shareholders who are not Directors, and no Shareholder (who is not a Director) shall have any right to inspect any account, book, or document of the Company except as conferred by law or authorized by the Directors or by Special Resolution. If Company is unable to maintain collaboration with Counterparty A, its financial performance would be directly and adversely affected. There can be no assurance that in such an event Company would be able to partner with other third parties to meet its needs on acceptable terms or at all. The expense and time required to complete any transition, and to ensure that vehicles manufactured at facilities of new third-party partners comply with Company's quality standards and regulatory requirements, may be greater than anticipated. Any of the foregoing could adversely affect Company's business, results of operations, financial condition, and prospects. Furthermore, Company's supply chain efficiency also relies heavily on Counterparty A, largely attributable to Counterparty A's bargaining power derived from its volume and reputation. Failure to maintain agreements or partnerships with Counterparty A could adversely affect Company's relationships with suppliers, and there is no assurance that in such an event Company would be able to maintain relationships with current suppliers or secure new suppliers to meet its needs on comparable and acceptable terms. [Table Level]  
- Table Title: Shareholder Distribution and Capital Allocation  
- Table Summary: This table outlines the distribution of ordinary shares among shareholders and their corresponding percentage of registered capital. Counterparty A and Subsidiary A are listed as the shareholders with specified share numbers and percentages.  
- Context: The table is related to an agreement concerning the transfer of shares between the Transferor and Transferee, including rights and conditions precedent. Following the table, the context involves resolutions in a shareholders' meeting regarding amendments to the Articles of Association.  
- Special Notes: The numbers of ordinary shares are identified by consecutive numbers, and the total capital is expressed in percentage terms.  

[Row Level]  
- Row 1: Counterparty A holds 800,000 ordinary shares, with consecutive numbers from 1 to 800,000, accounting for 80% of the registered capital.  
- Row 2: Subsidiary A holds 200,000 ordinary shares, with consecutive numbers from 800,001 to 1,000,000, representing 20% of the registered capital.  
- Row 3: The total number of ordinary shares is 1,000,000, comprising 100% of the registered capital. Company seeks to partner with reputable suppliers. Company leverages the Counterparty A ecosystem for the order of basic auto parts. Company intends to use most of the same core suppliers for its vehicles. Company has developed close relationships with key suppliers. These include Counterparty B, a global leader in AI computing, which provides its chips for the advanced driver-assistance systems (ADAS) used in Company's vehicles; Counterparty C, a leading developer of semiconductor technologies, which provides 8155 smart cockpit chips; and Counterparty D, a leading manufacturer of lithium-ion batteries, which supplies batteries for Company's battery electric vehicles (BEVs). Most of these suppliers are key partners in the Counterparty A ecosystem and have years of strong partnership with Counterparty A. Company follows its internal process to select suppliers, taking into account quality, cost, and timing. Company has a part quality management team responsible for managing and ensuring that suppliers meet quality standards. The method for selecting suppliers depends on the nature of the supplies needed. For general parts that are widely available, Company examines proposals from multiple suppliers and chooses based on quality and price competitiveness, among other factors. In addition, each of the wholly foreign-owned subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends. Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by the banks designated by SAFE. The PRC subsidiaries will not be able to pay dividends until they generate accumulated profits and meet the requirements for statutory reserve funds. 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. 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”) Company believes that continued investments in technologies are critical to establishing market share, attracting new customers, and becoming a profitable global BEV developer. Company's future profitability depends on the company's 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 the cost of sales will be affected primarily by production volume. The cost of sales will also be influenced by fluctuations in certain raw material prices, although Company typically seeks to manage these costs and minimize their volatility through a supply of framework agreements with suppliers. In addition, the results of operations are further affected by the company's ability to maintain and improve 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 operating efficiency and achieve economies of scale. The following table sets forth information regarding the beneficial ownership of Company's Ordinary Shares as of the date of this prospectus:  
● each individual who beneficially owns 5.0% or more of the outstanding Ordinary Shares;  
● each individual who is an executive officer or director; and  
● all executive officers and directors as a collective group.  
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by an individual and the percentage ownership of that individual, shares that the individual has the right to acquire within 60 days are included, including through the exercise of Warrants or any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other individual. On August 9, 2021, Company (Company) was incorporated as an exempted company with limited liability in the Cayman Islands. Through a series of steps, including transferring the assets and employees in the Company BEV business unit of Ningbo Counterparty A R&D into Wuhan Company Cars and transferring the equity of Wuhan Company Cars to the wholly foreign-owned enterprise (WFOE), Company gained control over the WFOE through Company HK on December 15, 2021. The equity interests of Subsidiary A and Subsidiary B were transferred to Company on December 29, 2021, and June 24, 2022, respectively. On November 4, 2021, Company entered into trademark license agreements with a related party, Subsidiary C, a wholly-owned subsidiary of Subsidiary D, pursuant to which Company received the “Company” trademark licenses as long as it conducts business related to lifestyle vehicles (excluding sports cars). Company issued 216,700,000 ordinary shares as consideration for such trademark. The above reorganization was completed on June 24, 2022. The board of directors will determine whether, to what extent, at what times and places, and under what conditions or regulations the accounts and books will be open to inspection by shareholders. No shareholder will otherwise have any right to inspect any account, book, or document of the company except as required by law or authorized by the board of directors or the shareholders by special resolution. Additionally, many of these competitors also have greater name recognition, longer operating histories, larger sales forces, broader customer and industry relationships, and other tangible and intangible resources that exceed those of Company. These competitors also compete with Company in recruiting and retaining qualified research and development, sales, marketing, and management personnel, as well as in acquiring technologies complementary to, or necessary for, the company's products. Additional mergers and acquisitions in the electric vehicle and luxury automotive markets may result in even more resources being concentrated in Company's competitors. Company believes that its brand and history, focus on design and experience, advanced technologies, relationship with Counterparty A, and the benefits obtained during the vehicle development phase, along with its future-proof approach, provide a competitive edge and enable the formulation of a highly differentiated go-to-market strategy. Company also has a scalable asset-light business model that is believed to generate significant competitive advantages, allowing the company to incur less upfront capital expenditure and focus on research and development and technologies. Company is a holding company with no material operations of its own. Company conducts its operations through its subsidiaries in China, the U.K., Germany, and the Netherlands currently. As a result, although other means are available for Company to obtain financing at the holding company level, its ability to pay dividends to the shareholders and to service any debt it may incur may depend upon dividends paid by its mainland China subsidiaries. If any of Company's subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict the subsidiary's ability to pay dividends to Company. In addition, the mainland China subsidiaries are permitted to pay dividends to Company only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under the laws of mainland China, each of the mainland China subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, after making up previous years’ accumulated losses, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of the subsidiary's registered capital. Company views the manufacturers and suppliers it collaborates with as key partners throughout the vehicle development process. Company aims to leverage its partners’ industry expertise to ensure that each vehicle produced meets the company's strict quality standards. Company's collaboration with Counterparty A has established a strategic collaborative relationship with its major shareholder, Counterparty A, and its asset-light business model is supported by the Counterparty A ecosystem partners. Company expects its relationship with Counterparty A to allow the company to bring its vehicles to the market at an accelerated pace by leveraging Counterparty A’s manufacturing capacity, bargaining power in procurement and supply chain, capital investment, and operational support. Company entered into a manufacturing arrangement with Counterparty A for the manufacture of its vehicles for 10 years starting from 2022. Pursuant to the manufacturing agreement, Company commissioned Counterparty A for vehicle production and authorized Counterparty A to access its technologies for the production of such models. Company is mainly responsible for the design and development of the models, designation of suppliers, product announcement, and ensuring consistency with global standards of the Company brand. Investing in Company's securities entails a high degree of risk as more fully described under “Risk Factors.” Investors should carefully consider such risks before deciding to invest in Company's securities. ● Company's reliance on a variety of arrangements with Counterparty A, such as agreements related to research and development, procurement, manufacturing, engineering, and IT and human resource-related supporting services, could subject the company to risks. Company may not succeed in continuing to maintain and strengthen its brand, and its brand and reputation could be harmed by negative publicity with respect to the company, its directors, officers, employees, shareholders, peers, business partners, or the industry in general. Company. (“the Company”), an exempted company with limited liability, was incorporated in the Cayman Islands on August 9, 2021. The Company, through its wholly owned subsidiaries, consolidated variable interest entity (“VIE”) and VIE’s subsidiaries (collectively, “the Group”), is primarily engaged in the design, development, and sale of luxury battery electric lifestyle vehicles (“BEV lifestyle models”) under the “Company” brand (“Company BEV business”). The Group is also a distributor that sells luxury sports cars under the “Company” brand (“Company sports car business”) across the world. Additionally, the Group provides other sales and ancillary services to customers. Company's strategy accounts for increased risk as the business scales by addressing appropriate security and access controls for customer and employee information. A core tenet of Company's privacy measures is to implement privacy-by-design principles in both software and hardware development throughout the organization. Company's privacy measures will continue to evolve and adapt, utilizing best practices and tailored risk management frameworks, to allow for close collaboration across the organization, particularly between the information technology and legal functions, which is critical for effective privacy measures. Company also works to increase cybersecurity and privacy awareness throughout the organization through education and training. Company's cloud security policies seek to enable secure cloud architecture deployments and extend security capabilities. Utilizing signed certificates, encryption keys, message authentication codes, and cryptographic algorithms, Company has deployed authentication and encryption as part of its efforts to secure its products, software, vehicles and their components, and OTA updates. Additionally, Company utilizes pre-condition checks, sequence and dependency execution, failure detection, and rollback and recovery when performing updates during the OTA process. These related party agreements include the Technology License Agreement, the Manufacture Cooperation Agreement, and the Supply of Framework Agreement, among other areas. These agreements are described in more detail in this prospectus under “Certain Relationships and Related Person Transactions   —   Related Party Transactions.” These partnerships permit Company to benefit from Counterparty A’s decades of experience investing in established automakers while focusing its efforts on core areas of differentiation, such as design, research and development, performance, and rapid adoption of the latest technologies and sustainability solutions. Company intends to continue to rely on its partnership with Counterparty A as part of its strategy. Collaboration with Counterparty A for research and development, procurement, manufacturing, and engineering is subject to risks with respect to operations that are outside of Company's control. Company currently relies on and expects to continue to rely on its strategic partner, Counterparty A, in terms of research and development, procurement, manufacturing, and engineering with regard to its vehicles. What is the gross margin outlook and reasons? Specific measures include: Maintain luxury positioning and a unified pricing strategy to protect brand value, continuously enhance brand desirability and used vehicle value. ◼ Company will adjust product plans (such as high-performance special editions, limited editions, etc.) to cater to diverse global markets. ◼ Optimize operations and organizational structure to achieve cost initiatives while ensuring a premium customer experience. 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. The rights of Company's shareholders and the fiduciary duties of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the U.S. In particular, the Cayman Islands has a different body of securities laws than the U.S., and some U.S. states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law than the Cayman Islands. In addition, with respect to Cayman Islands companies, plaintiffs may face special obstacles, including but not limited to those relating to jurisdiction and standing, in attempting to assert derivative claims in state or federal courts of the United States. Shareholders of Cayman Islands exempted companies like Company have no general rights under Cayman Islands law to inspect corporate records (other than the memorandum and articles of association, special resolutions, and the register of mortgages and charges of such companies) or to obtain copies of lists of shareholders of these companies. The directors of Company have discretion under the articles of association to determine whether or not, and under what conditions, corporate records may be inspected by shareholders, but are not obliged to make them available to shareholders. This may make it more difficult for shareholders to obtain the information needed to establish any facts necessary for a shareholder motion or to solicit proxies from other shareholders in connection with a proxy contest. Certain corporate governance practices in the Cayman Islands, which is Company's home country, differ significantly from requirements for companies incorporated in other jurisdictions such as the U.S. If Company chooses to follow home country practice in the future, its shareholders may be afforded less protection than they otherwise would under rules and regulations applicable to U.S. domestic issuers. As a result of all of the above, Company's public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors, or controlling shareholders than they would as public shareholders of a company incorporated in the U.S. Company与Counterparty A Auto的关系：（1）Counterparty A Auto和Company属于同一实际控制人。Counterparty A Auto约75%的股份由Person A最终实际控制。而Company的单一最大股东是Subsidiary A，持有Company 27.6%，也由Person A实际控制。（2）此外，Company与Counterparty A Holding签署了多项协议，包括技术许可、制造合作和供应框架等，以确保供应链相关风险得到有效控制，并加速产品开发。这些合作使Company能够利用Counterparty A Holding的制造能力、采购和供应链的议价能力、资本投资和运营支持，从而加快其车辆的市场投放速度。 Company also provides Counterparty A with the intellectual properties necessary for vehicle production. Counterparty A is mainly responsible for the ordering and inspection of raw materials, production planning, production quality control, logistics and transportation of manufactured vehicles, and construction and operation of the manufacturing plant. Particularly, quality control is carried out in accordance with Company's quality assurance framework and approved by Counterparty A. In addition, Counterparty A is responsible for obtaining certificates for the manufactured vehicles. On November 11, 2021, Company issued 95,990,886 ordinary shares to Subsidiary A, which is ultimately 100% owned by Counterparty A, at US$0.70, with total consideration of US$67,566, which was fully paid as of December 31, 2022. On September 24, 2021, Counterparty B, through Subsidiary B, subscribed for a 33.33% equity interest in the Wholly Foreign-Owned Enterprise (WFOE) with total consideration of RMB650,100 (equivalent to US$100,690) and paid up on September 28, 2021. On November 11, 2021, Company issued 143,986,329 ordinary shares to Counterparty B through the exchange of 100% equity interest in Subsidiary B held by Counterparty B. On December 24, 2021, Company issued 47,995,443 ordinary shares to Subsidiary C for the "Company" trademark licenses with a fair value of US$116,041 licensed by Subsidiary D, a wholly owned subsidiary of Subsidiary C. As noted in Note 1(b), following the Merger Transaction, Company's Articles were amended. As such, the shares and corresponding capital amounts and loss per share prior to the Merger have been retroactively adjusted. The new authorized shares of Company are US$50 divided into 5,000,000,000 shares comprising ordinary shares with a par value of US$0.00001 each. (1) Notes: The aggregate number of shares represented by all grants of options to the person accounts for less than 1% of Company's total ordinary shares on an as-converted basis outstanding as of the date of this prospectus. The following table sets forth information regarding the beneficial ownership of Company's Ordinary Shares as of the date of this prospectus: ● each individual who beneficially owns 5.0% or more of the outstanding Ordinary Shares; ● each individual who is an executive officer or director; and  
● all executive officers and directors as a collective group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by an individual and the percentage ownership of that individual, shares that the individual has the right to acquire within 60 days are included, including through the exercise of Warrants or any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other individual. These related party agreements include the Technology License Agreement, the Manufacture Cooperation Agreement, and the Supply of Framework Agreement, among other areas. These agreements are described in more detail in this prospectus under “Certain Relationships and Related Person Transactions   —   Related Party Transactions.” These partnerships permit Company to benefit from Counterparty A’s decades of experience investing in established auto manufacturers while focusing its efforts on core areas of differentiation, such as design, research and development, performance, and rapid adoption of the latest technologies and sustainability solutions. Company intends to continue to rely on its partnership with Counterparty A as part of its strategy. Collaboration with Counterparty A for research and development, procurement, manufacturing, and engineering is subject to risks with respect to operations that are outside of Company's control. Company currently relies on and expects to continue to rely on its strategic partner, Counterparty A, in terms of research and development, procurement, manufacturing, and engineering with regard to its vehicles. There is a risk of potential disputes with Counterparty A, and Company could be affected by adverse publicity related to Counterparty A whether or not such publicity is related to their collaboration. Company's ability to successfully build a luxury lifestyle vehicle brand could also be adversely affected by perceptions about the quality of Counterparty A’s vehicles. In addition, although Company is involved in each step of the supply chain and manufacturing process, given that Company also relies on Counterparty A to meet its quality standards, there can be no assurance that Company will successfully maintain quality standards. If Company is unable to maintain collaboration and partnership with Counterparty A, Company may be unable to enter into new agreements with third-party manufacturing partners on terms and conditions acceptable to Company or at all. Company's ability to operate as a standalone business, produce vehicles, reach development and production targets, or focus efforts on core areas of differentiation could be materially and adversely affected. Additionally, Company generated a portion of revenue from automotive design and development services provided to Counterparty A. On November 12, 2021, the former Variable Interest Entity (VIE) and a third party established Ningbo Robotics Co., Ltd., or Ningbo Robotics, in which the former VIE held a 60% equity interest. In March 2022, the former VIE transferred its 60% legal equity interest in Ningbo Robotics to its then wholly-owned subsidiary, Subsidiary A. On March 15, 2022, Company declared a 10-for-1 stock split in the form of a stock dividend, which was distributed to all shareholders of Company in proportion to their respective shareholdings in Company. Before the stock dividend, Company had 216,700,000 ordinary shares and 2,407,778 Series Pre-A Preferred Shares issued and outstanding, with a par value of US$0.00001 per share. After the stock dividend, Company had 2,167,000,000 ordinary shares and 24,077,780 Series Pre-A Preferred Shares issued and outstanding. Since early 2023, Company has been implementing the Restructuring. As of the date of this prospectus, Company’s operations in mainland China are conducted by its mainland China subsidiaries, and Company does not have any Variable Interest Entity (VIE) structure. However, Company may not be informed of the identities of all the PRC residents or entities holding direct or indirect interests in the company, nor can Company compel its beneficial owners to comply with SAFE registration requirements. As a result, Company cannot assure stakeholders that all of its shareholders or beneficial owners who are PRC residents or entities have complied with, and will in the future make, obtain, and update any applicable registrations or obtain any approvals required by, SAFE regulations. Failure by such shareholders or beneficial owners to comply with SAFE regulations, or failure by Company to amend the foreign exchange registrations of its PRC subsidiaries, could subject Company to fines or legal sanctions, restrict its overseas or cross-border investment activities, limit its PRC subsidiaries’ ability to make distributions or pay dividends to Company, or affect its ownership structure, which could adversely affect its business and prospects. Company's future profitability depends on its ability to develop its vehicles in a cost-effective manner. As part of the development process, Company's vehicles use a wide variety of components, raw materials, and other supplies. Company expects that its cost of sales will be affected primarily by its production volume. The cost of sales will also be affected by fluctuations in certain raw material prices, although Company typically seeks to manage these costs and minimize their volatility through its supply of framework agreements with its suppliers. In addition, Company's results of operations are further affected by its ability to maintain and improve its operating efficiency, as measured by total operating expenses as a percentage of revenues. This is important to the success of the business and the prospect of gradually achieving profitability. As the business grows, Company expects to improve its operating efficiency and achieve economies of scale. Competition Company faces competition from both traditional luxury automotive developers and an increasing number of newer companies focused on electric and other alternative fuel vehicles. Company believes the primary competitive factors on which Company competes with its peers include, but are not limited to: ● brand recognition, prestige, and heritage; ● design, styling, and luxury; ● technological innovation; ● driver experience; ● product quality and performance; ● product reliability and safety; ● battery range, efficiency, and charging speeds; ● customer service and customer experience, including access to charging options and availability and terms of aftersales services; ● product pricing; ● management team experience in bringing electric vehicles and other disruptive technologies to market; ● manufacturing efficiency; ● environmental impact and perception; ● the degree and sophistication of related vehicle software. Company believes that the company is favorably positioned to compete on the basis of these factors. However, many of Company's current and potential competitors have substantially greater financial, technical, manufacturing, marketing, and other resources than the company. These competitors may be able to deploy greater resources to the design, development, manufacturing, distribution, promotion, sales, marketing, and support of their products. Many of Company's current and potential competitors, particularly international competitors, have significantly greater financial, technical, manufacturing, marketing, and other resources than Company does and may be able to devote greater resources to the design, development, manufacturing, distribution, promotion, sale, and support of their products. Company expects competition in the automotive industry to intensify in the future in light of increased demand and regulatory push for alternative fuel vehicles, continuing globalization, and consolidation in the worldwide automotive industry. Factors affecting competition include, among others, local protectionism, brand recognition, product quality and performance, technological innovation, product design and styling, pricing, safety, and customer service. Increased competition may lead to lower vehicle unit sales and increased inventory, which may adversely affect Company's business, financial condition, operating results, and prospects. The company's ability to successfully overcome the industry barriers and compete in its market will be fundamental to its future success in existing and new markets and its market share. There can be no assurance that Company will be able to successfully overcome the industry barriers and compete in its markets.