What is the R&D investment of Company?  
How many R&D personnel does Company have?
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.
Company's selling and marketing expenses primarily consist of advertising costs, market promotion expenses, labor costs, service fees, rental expenses, depreciation expenses, and share-based compensation expenses. Company expects to continue to strategically incur selling and marketing expenses to strengthen its brand image, expand sales channels, and increase store presence globally. General and administrative expenses primarily consist of labor costs, day-to-day administrative expenses, depreciation and amortization expenses, share-based compensation expenses, professional service fees, and other general corporate expenses. Company expects to incur additional expenses in share-based compensation, which will result in a moderate increase in general and administrative expenses. Subsequently, Company's general and administrative expenses are expected to grow slowly in the foreseeable future as operational efficiency continues to improve. Government grants primarily consist of government subsidies received with no future related costs required and the amortization of deferred income relating to a subsidy for Company's R&D expenditures. "While the gross margin for the first nine months of 2024 was 9%, shrinking 2 percentage points compared to the same period of 2023 due to proactive management of inventory in response to trade protectionism, inflation impacts, and macroeconomic uncertainties, the high-margin intelligent driving business has secured \$130 million in total contract value to boost future growth. Company is committed to advancing the ‘Win26’ Plan target to continuously improve profitability and create long-term value." 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. [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. [Table Level]
- Table Title: Analysis of Operating Expenses and Government Grants
- Table Summary: The table provides a comparison of Company's operating expenses and government grants for the years ended December 31, 2021, and 2022. It details the changes in financial figures in US dollars and percentages, highlighting notable trends across different categories of expenses and grants.
- Context: Before the table, it is noted that the increase in cost of revenues was due to higher sales and services, leading to increased gross profit and margin. After the table, research and development expenses are discussed in detail, noting a significant decrease.
- Special Notes: Values are presented in thousands, with changes also shown as percentages. Negative values are enclosed in parentheses.

[Row Level]
Row 1: In 2022, research and development expenses were US$445,844, a decrease of US$65,520 or 12.8% compared to US$511,364 in 2021.

Row 2: Selling and marketing expenses rose significantly by US$113,265 or 297.5%, from US$38,066 in 2021 to US$151,331 in 2022.

Row 3: General and administrative expenses increased by US$93,606 or 170.9%, reaching US$148,369 in 2022 compared to US$54,763 in 2021.

Row 4: Government grants decreased by US$434,870 or 88.6%, from US$490,694 in 2021 to US$55,824 in 2022.

Row 5: The total change in operating expenses and government grants was an increase of US$576,221 or 507.7%, with total expenses going from US$113,499 in 2021 to US$689,720 in 2022. Research and development expenses. Company's research and development expenses decreased by US$65.5 million from US$511.4 million for the year ended December 31, 2021, to US$445.8 million for the year ended December 31, 2022, primarily due to the fact that Company incurred R&D expenses relating to the Counterparty A License of US$288.9 million during the year ended December 31, 2021, and no such expenses were incurred during the year ended December 31, 2022. The impact was partially offset by the increase of outsourced R&D service costs of US$143.7 million, R&D materials of US$39.3 million, R&D labor costs of US$21.1 million, and IT service fees of US$8.0 million. Selling and marketing expenses. Company's selling and marketing expenses increased by US$113.3 million from US$38.1 million for the year ended December 31, 2021, to US$151.3 million for the year ended December 31, 2022, primarily due to an increase in sales personnel and the associated labor costs of US$16.9 million, an increase in depreciation related to show cars and leased sales stores of US$12.3 million, and an increase in advertising costs of US$69.2 million related to the introduction of new vehicle models. General and administrative expenses. 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. "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 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 2022, 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. Company. (“the Company”), an exempted company with limited liability, was incorporated in the Cayman Islands on August 9, 2021. The Company, through its wholly owned subsidiaries, consolidated variable interest entity (“VIE”) and VIE’s subsidiaries (collectively, “the Group”), is primarily engaged in the design, development, and sale of luxury battery electric lifestyle vehicles (“BEV lifestyle models”) under the “Company” brand (“Company BEV business”). The Group is also a distributor that sells luxury sports cars under the “Company” brand (“Company sports car business”) across the world. Additionally, the Group provides other sales and ancillary services to customers. Company is a leading global intelligent and luxury mobility provider that designs and develops luxury lifestyle vehicles (non-sports car vehicles for daily usage) under the iconic British brand “Company” and sells all Company-branded cars. With over seven decades of racing heritage and proven leadership in the automotive industry, the Company brand symbolizes market-leading standards in performance, design, and engineering. Fusing proprietary next-generation technology built on world-class research and development capabilities and an asset-light model empowered by Counterparty A, Company is breaking new ground in electrification, digitization, and intelligence. The Company brand was founded in the U.K. in 1948 and has since established itself as a high-performance sports car brand with innovative engineering and cutting-edge technologies, renowned for its superior aerodynamics and lightweight design. The Company brand was born out of legendary success on the racetrack, including 13 FIA Formula 1 world titles and many other championship honors. In 2017, Counterparty A acquired a 51% stake in Subsidiary A and further positioned the company as a luxury lifestyle battery electric vehicle (BEV) maker. 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. As of December 31, 2023, Company's outstanding balance of exchangeable notes payable was US$454.3 million. As of December 31, 2023, the outstanding balance of Company's put option liabilities was US$11.9 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. [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. During the years ended December 31, 2022 and 2021, Company recognized government grants of US$55.0 million and US$490.5 million, respectively, for the R&D expenses incurred under this subsidy. As a result of the foregoing, Company reported a loss from operations of US$687.4 million for the year ended December 31, 2022, in comparison with a loss from operations of US$112.9 million for the year ended December 31, 2021. Company's interest expenses increased by US\$4.9 million from US\$3.6 million for the year ended December 31, 2021, to US\$8.5 million for the year ended December 31, 2022, primarily due to the increase in the fair value of the guarantees and additional features provided by Investor A for the exchangeable notes of US\$4.7 million, which were treated as debt issuance costs and charged to the interest expenses. [Table Level]
- **Table Title**: Results of Operations for the Years Ended December 31
- **Table Summary**: The table presents a detailed breakdown of Company's financial performance for the years 2023, 2022, and 2021, including revenues, costs, operating expenses, and net income metrics. It highlights significant figures such as total revenues, cost of sales, operating expenses, and net loss across these years.
- **Context**: Company's subsidiaries in the U.K., Netherlands, and Germany are subject to varying maximum income tax rates. Non-GAAP measures like adjusted net loss and adjusted EBITDA provide insights into financial and operational performance.
- **Special Notes**: All figures are in thousands of US dollars (US$).

[Row Level]
- **Row 1**: "In 2023, sales of goods amounted to US$ 660,158, compared to US$ 1,186 in 2022 and US$ 369 in 2021."
- **Row 2**: "Service revenues in 2023 were US$ 18,850, growing from US$ 8,371 in 2022 and US$ 3,318 in 2021."
- **Row 3**: "Total revenues for 2023 reached US$ 679,008, significantly higher than US$ 9,557 in 2022 and US$ 3,687 in 2021."
- **Row 4**: "The cost of goods sold in 2023 amounted to US$ 564,741, with US$ 948 in 2022 and US$ 331 in 2021."
- **Row 5**: "Cost of services was US$ 12,086 in 2023, decreasing from US$ 6,302 in 2022 and US$ 2,799 in 2021."
- **Row 6**: "Total cost of revenues for 2023 was US$ 576,827, while it was US$ 7,250 in 2022 and US$ 3,130 in 2021."
- **Row 7**: "Gross profit in 2023 equaled US$ 102,181, contrasting with US$ 2,307 in 2022 and US$ 557 in 2021."
- **Row 8**: "Research and development expenses were US$ 368,729 in 2023, compared to US$ 445,844 in 2022 and US$ 511,364 in 2021."
- **Row 9**: "Selling and marketing expenses reached US$ 328,935 in 2023, increasing from US$ 151,331 in 2022 and US$ 38,066 in 2021."
- **Row 10**: "General and administrative expenses were US$ 144,533 in 2023, compared to US$ 148,369 in 2022 and US$ 54,763 in 2021."
- **Row 11**: "Government grants amounted to US$ 4,077 in 2023, down 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**: "Operating loss in 2023 was US$ 735,939, compared to US$ 687,413 in 2022 and US$ 112,942 in 2021."
- **Row 14**: "Interest expenses were US$ 10,200 in 2023, compared to US$ 8,542 in 2022 and US$ 3,615 in 2021."
- **Row 15**: "Interest income in 2023 was US$ 9,204, an increase from US$ 12,188 in 2022 and US$ 6,219 in 2021."
- **Row 16**: "Net investment loss was US$ 1,162 in 2023, with losses of US$ 3,246 in 2022 and gains of US$ 2,229 in 2021."
- **Row 17**: "Foreign currency exchange losses were US$ 1,048 in 2023, compared to US$ 2,762 in 2022 and gains of US$ 798 in 2021."
- **Row 18**: "The change in fair value of liabilities was US$ 42 in 2023, compared to a loss of US$ 11,505 in 2022."
- **Row 19**: "Loss before income taxes in 2023 was US$ 749,142, compared to US$ 724,271 in 2022 and US$ 108,678 in 2021."
- **Row 20**: "Income tax expense was US$ 1,113 in 2023, compared to US$ 292 in 2022 and US$ 1,853 in 2021."
- **Row 21**: "The net loss in 2023 was US$ 750,255, compared to US$ 724,563 in 2022 and US$ 110,531 in 2021." What is the gross margin outlook and reasons? Company will achieve positive EIBTDA and cash flow by 2026 through tactical adjustments and a series of measures implemented through the Win26 program. How was Company's performance in the first half of the year? Total revenue for the first half of 2024 was $398 million, representing a year-on-year increase of 206%. Company's Average Selling Price (ASP) remained above $100,000, achieving growth far exceeding the industry and luxury car segment. Company's gross margin for the first half of this year was 13%, compared to 5% in the same period of 2023.

In the first half of 2024, Company achieved total product deliveries of 4,873 units, a 239% year-on-year increase, making it the fastest-growing brand among traditional luxury car brands. Global deliveries were balanced, with the four major markets (Europe, China, North America, and Rest of World) each contributing 20-30% of deliveries.

In the first half of 2024, as Company began collaborating with several leading automotive brands by providing intelligent driving solutions and technology development services, technology-related revenue started to expand. With the continued increase in cumulative deliveries of lifestyle vehicles equipped with advanced hardware, the potential for generating paid software subscription revenue continues to grow.

Company launched the Person A Bespoke Service, offering personalized options, designer customization, limited editions, and exclusive customization to meet the growing demands of its customers. The delivery of customized models is expected to further enhance the brand's luxury positioning and benefit Company's long-term profit margins. [Table Level]
- Table Title: Operating Expenses Summary for Years Ended December 31, 2022 and 2023
- Table Summary: The table provides a detailed comparison of Company's operating expenses, broken down into categories such as research and development, selling and marketing, and general and administrative expenses for the years 2022 and 2023. It also includes government grants and shows the changes in both absolute values and percentages.
- Special Notes: The values are presented in thousands of US dollars, except for percentage changes.

[Row Level]
Row 1: Research and development expenses decreased from $445,844,000 in 2022 to $368,729,000 in 2023, marking a reduction of $77,115,000, equivalent to a 17.3% decrease.

Row 2: Selling and marketing expenses saw a significant increase from $151,331,000 in 2022 to $328,935,000 in 2023, resulting in a rise of $177,604,000, which is a 117.4% increase.

Row 3: General and administrative expenses slightly decreased from $148,369,000 in 2022 to $144,533,000 in 2023, showing a decrease of $3,836,000, or 2.6%.

Row 4: Government grants reduced substantially from $55,824,000 in 2022 to $4,077,000 in 2023, marking a decrease of $51,747,000, or 92.7%.

Row 5: The total operating expenses increased from $689,720,000 in 2022 to $838,120,000 in 2023, representing a total increase of $148,400,000, equal to a 21.5% rise. Company believes it benefits from a number of competitive advantages: Early mover in the luxury BEV market. Company is well positioned to capitalize on the rapid growth of the global luxury BEV market and address unmet demand by offering a portfolio of BEV models. Company operates at the “sweet-spot” within the luxury BEV segment by providing vehicles with a target price range between US$80,000 to US$149,000, which represents the largest volume contributor to the luxury BEV segment. Additionally, the global luxury BEV market is underserved due to limited availability of models. As an early mover in the luxury BEV market, Company has launched its E-segment BEV model years ahead of competitors and expects to continue launching its BEV models, anticipating significant early mover advantages in terms of electrification progress compared to other brands. Iconic brand with racing heritage. The core principles and Company's DNA at the heart of the company come from more than 70 years of sports car design and engineering. The concepts of aerodynamics and lightweight sports car design are highly distinguished and have been an essential part of the Company brand’s ethos. [Table Level]  
- Table Title: Operating Expenses Overview for the Years Ended December 31, 2021 and 2022  
- Table Summary: The table provides a detailed breakdown of operating expenses, comparing figures between 2021 and 2022. It highlights the changes in different categories of expenses, including research and development, selling and marketing, general and administrative expenses, and government grants. The overall change in each category is presented in both absolute and percentage terms.  
- Context: Company's cost of revenues and gross profits increased from 2021 to 2022 due to higher revenues, particularly from design services with higher profit margins.  
- Special Notes: Values are presented in thousands of US dollars, except for percentage changes.  

[Row Level]  
Row 1: Research and development expenses decreased from US$511,364,000 in 2021 to US$445,844,000 in 2022, a reduction of US$65,520,000, which represents a 12.8% decrease.  

Row 2: Selling and marketing expenses increased significantly from US$38,066,000 in 2021 to US$151,331,000 in 2022, an increase of US$113,265,000 or 297.5%.  

Row 3: General and administrative expenses rose from US$54,763,000 in 2021 to US$148,369,000 in 2022, marking an increase of US$93,606,000, which is 170.9% higher.  

Row 4: Government grants decreased markedly from US$490,694,000 in 2021 to US$55,824,000 in 2022, a decline of US$434,870,000 or 88.6%.  

Row 5: The total operating expenses increased from US$113,499,000 in 2021 to US$689,720,000 in 2022, a substantial change of US$576,221,000, equating to 507.7%. 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. Company expects to incur additional expenses related to merger transaction expenses and share-based compensation expenses in 2024, which will result in a moderate increase in general and administrative expenses compared to 2023. Afterwards, Company's general and administrative expenses are expected to grow slowly in the foreseeable future as operational efficiency continues to improve. Government grants primarily consist of government subsidies received with no future related costs required and the amortization of deferred income relating to a subsidy associated with Company's R&D expenditures. 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. [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). [Table Level]
- Table Title: Operating Expenses for the Years Ended December 31, 2022 and 2023
- Table Summary: This table presents a comparison of operating expenses for the years ended December 31, 2022, and December 31, 2023, broken down into categories such as research and development, selling and marketing, and general and administrative expenses. It also includes government grants and indicates both the monetary change and percentage change for each category.
- Context: The table data reflects changes in Company's operating expenses due to variations in research and development focus, sales and marketing strategies, and administrative costs between 2022 and 2023.
- Special Notes: All financial figures are reported in thousands of US dollars, except for percentage changes.

[Row Level]
Row 1: Research and development expenses decreased from \$445,844,000 in 2022 to \$368,729,000 in 2023, a reduction of \$77,115,000, representing a 17.3% decline.

Row 2: Selling and marketing expenses rose from \$151,331,000 in 2022 to \$328,935,000 in 2023, an increase of \$177,604,000, marking a 117.4% growth.

Row 3: General and administrative expenses saw a slight decrease from \$148,369,000 in 2022 to \$144,533,000 in 2023, a drop of \$3,836,000 or 2.6%.

Row 4: Government grants decreased significantly from \$55,824,000 in 2022 to \$4,077,000 in 2023, a reduction of \$51,747,000, or 92.7%.

Row 5: The total operating expenses increased from \$689,720,000 in 2022 to \$838,120,000 in 2023, a change of \$148,400,000, representing a 21.5% increase. Company is a leading global intelligent and luxury mobility provider that designs and develops luxury lifestyle vehicles (non-sports car vehicles for daily usage) under the iconic British brand “Company” and sells all Company-branded cars. With over seven decades of racing heritage and proven leadership in the automotive industry, the Company brand symbolizes market-leading standards in performance, design, and engineering. Fusing proprietary next-generation technology built on world-class research and development capabilities and an asset-light model empowered by Counterparty A, Company is breaking new ground in electrification, digitization, and intelligence. The Company brand was founded in the U.K. in 1948 and has since established itself as a high-performance luxury vehicle brand with innovative engineering and cutting-edge technologies, renowned for its superior aerodynamics and lightweight design. The Company brand was born out of legendary success on the racetrack, including 13 FIA Formula 1 world titles and many other championship honors. In 2017, Counterparty A acquired a 51% stake in Company and further positioned the company as a luxury lifestyle battery electric vehicle (BEV) manufacturer. 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 January 2023, Company invested US$4,317 to incorporate a fund partnership in the Chinese mainland and holds 16.67% of its equity interests. Company applies the equity method to account for the investment in the fund partnership. [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). [Table Level]
- Table Title: Financial Position as of December 31, 2023
- Table Summary: The table presents a comparison of actual and pro forma financial metrics for December 31, 2023. It includes data on cash, restricted cash, equity, and various kinds of debt, providing insights into Company's financial capitalization both in real terms and projected adjustments from the Business Combination.
- Context: The table is part of the selected historical financial data of Company, illustrating both actual results and adjustments as if the Business Combination had already occurred.
- Special Notes: All amounts are in USD thousands.

[Row Level]
Row 1: Cash is recorded at $418,941 on an actual basis but increases significantly to $723,951 on a pro forma basis, reflecting potential inflows from the Business Combination.

Row 2: Restricted cash remains unchanged at $8,194 in both actual and pro forma scenarios.

Row 3: Total shareholder’s equity shows a deficit of $(1,210,702) in actual terms, shifting to a positive $254,631 pro forma, indicating substantial adjustments.

Row 4: Debt is categorized into several components. Short-term borrowings from third parties are $226,772, consistent in both actual and pro forma scenarios.

Row 5: Exchangeable notes—current are $378,638 in actual terms and are eliminated in the pro forma scenario, indicating restructuring or conversion.

Row 6: Convertible notes—current are measured at $20,277, consistent across actual and pro forma terms.

Row 7: The put option liability increases drastically from $11,884 actual to $141,966 pro forma, suggesting significant potential liability changes.

Row 8: Convertible notes—non-current are stable at $81,635 in both actual and pro forma formats.

Row 9: Exchangeable notes—non-current are steady at $75,678, with no change from actual to pro forma.

Row 10: Total capitalization shows a deficit of $(415,818) in actual terms, shifting to a positive $780,682 on a pro forma basis, highlighting the financial impact of the Business Combination. 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. Company's total revenues increased by US$669.5 million from US$9.6 million for the year ended December 31, 2022, to US$679.0 million for the year ended December 31, 2023, primarily due to the ramp-up of sales volume of battery electric vehicle (BEV) lifestyle models and the increase in sales from the distribution of Company-brand sports cars, auto parts, and peripheral products, as well as automotive design and development services provided to original equipment manufacturer (OEM) customers. Sales of goods. Company's sales of goods revenue increased by US$659.0 million from US$1.2 million for the year ended December 31, 2022, to US$660.2 million for the year ended December 31, 2023, due to the increase in sales from battery electric vehicle (BEV) lifestyle models of US$465.3 million, sports cars of US$183.3 million, and auto parts and peripheral products of US$10.4 million. Service revenues. Company's operating expenses consist of (i) research and development expenses, (ii) selling and marketing expenses, (iii) general and administrative expenses, and (iv) government grants. The following table sets forth a breakdown of Company's operating expenses both in absolute amount and as a percentage of total operating expenses for the years indicated. Company's research and development expenses primarily consist of labor costs, license fees, outsourced development expenses, materials, rental expenses, depreciation, and other expenses. Company expects to continue to strategically incur research and development expenses as the company continues to improve its technologies and the functionality of its models. Company's selling and marketing expenses primarily consist of advertising costs, market promotion expenses, labor costs, rental expenses, and depreciation expenses. Company expects to continue to strategically incur selling and marketing expenses to strengthen its brand image, expand sales channels, and increase the number of stores globally. General and administrative expenses primarily consist of labor costs, day-to-day administrative expenses, depreciation and amortization expenses, professional service fees, and other general corporate expenses. What is Company's future guidance? Company's annual delivery target is 12,000 units, with year-over-year growth exceeding 70%. Through the Win26 program, Company aims to achieve positive cash flow and profitability by 2026. Company believes it benefits from a number of competitive advantages:  
● Early mover in the luxury battery electric vehicle (BEV) market.  
● Iconic brand with a racing heritage.  
● Proprietary next-generation technology built on world-class research and development (R&D) capabilities.  
● Asset-light business model supported by the Counterparty A ecosystem.  
● Focus on sustainability targeting a fully electric product portfolio.  
● Luxury retail experience and omnichannel sales model.  
● Global, experienced, and visionary leadership. Company's operating expenses consist of (i) research and development expenses, (ii) selling and marketing expenses, (iii) general and administrative expenses, and (iv) government grants. [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 noncontrolling interests.

Row 12: A liquidation of a subsidiary resulted in a $(149) decrease in noncontrolling 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. As a result of the foregoing, Company's gross profits increased from US$557 thousand for the year ended December 31, 2021, to US$2,307 thousand for the year ended December 31, 2022, and Company's gross margins increased from 15.1% for the year ended December 31, 2021, to 24.1% for the year ended December 31, 2022. The increased gross profit and gross margin were primarily due to the increased revenue from automotive design services, which had a higher gross profit margin. ● 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. 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. What is the reason for the company's sales forecast adjustment?Based on Company's prudent assessment of the global macro market environment and the uncertainty of tariffs, Company has adjusted the delivery forecast for 2024 to 12,000 units. As a result of the foregoing, Company's gross profits increased from US$2.3 million for the year ended December 31, 2022, to US$102.2 million for the year ended December 31, 2023, and Company's gross margin decreased from 24.1% for the year ended December 31, 2022, to 15.0% for the year ended December 31, 2023. The increased gross profit was primarily due to the ramp-up of sales volume of BEV lifestyle models and the distribution of Company-brand sports cars. The decreased gross margin was primarily due to the ramp-up of sales of vehicles with lower gross margins than those of the services provided by the company. Company's general and administrative expenses increased by US$93.6 million from US$54.8 million for the year ended December 31, 2021, to US$148.4 million for the year ended December 31, 2022, primarily due to enhanced business operation functionalities and their associated increase in labor costs of US$45.1 million, depreciation related to leased offices of US$10.2 million, increased IT service costs of US$7.4 million, outsourced labor service costs of US$8.4 million, and professional services fees of US$4.5 million, which is in line with Company's business growth. In addition, Company incurred share-based compensation of US$10.6 million for the year ended December 31, 2022. Government grants. Company's government grants income decreased by US$434.9 million from US$490.7 million for the year ended December 31, 2021, to US$55.8 million for the year ended December 31, 2022, primarily due to the decreased amortization of deferred income relating to government grants of US$435.5 million, partially offset by the increase in government grants of US$0.6 million with no future related costs required. With respect to the decreased amortization of deferred income relating to government grants, in 2018, Company received a specific subsidy of US$755.6 million relating to its future incurred R&D expenditures. Research and development expenses. Company's research and development expenses decreased by US$65.5 million from US$511.4 million for the year ended December 31, 2021, to US$445.8 million for the year ended December 31, 2022, primarily due to the fact that Company incurred R&D expenses relating to the Counterparty A License of US$288.9 million during the year ended December 31, 2021, and no such expenses were incurred during the year ended December 31, 2022. The impact was partially offset by the increase of outsourced R&D service costs of US$143.7 million, R&D materials of US$39.3 million, R&D labor costs of US$21.1 million, and IT service fees of US$8.0 million. Selling and marketing expenses. Company's selling and marketing expenses increased by US$113.3 million from US$38.1 million for the year ended December 31, 2021, to US$151.3 million for the year ended December 31, 2022, primarily due to an increase in sales personnel and therefore the associated labor costs of US$16.9 million, an increase in depreciation related to show cars and leased sales stores of US$12.3 million, and an increase in advertising costs of US$69.2 million related to the introduction of new vehicle models. General and administrative expenses. Research and development expenses decreased by US$77.1 million from US$445.8 million for the year ended December 31, 2022, to US$368.7 million for the year ended December 31, 2023, primarily due to the phase-down of research and development activities for the Eletre and Emeya vehicles. Selling and marketing expenses. Company's selling and marketing expenses increased by US$177.6 million from US$151.3 million for the year ended December 31, 2022, to US$328.9 million for the year ended December 31, 2023, primarily due to (i) the increase in labor costs and other expenses accompanying the expansion of Company's global sales in 2023 of US$94.7 million, (ii) the increase in marketing and advertising expenses of US$60.7 million; and (iii) the increase in depreciation of US$22.2 million. General and administrative expenses. Company's general and administrative expenses decreased by US$3.8 million from US$148.4 million for the year ended December 31, 2022, to US$144.5 million for the year ended December 31, 2023, primarily due to the impact of share-based compensation expense of US$10.6 million in 2022, partially offset by the increase in depreciation and amortization expenses of US$7.0 million. Government grants. 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. [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. Company cannot assure stakeholders that it has satisfied or will continue to satisfy all of the laws, rules, and regulations in a timely manner or at all. In addition, the PRC regulatory authorities’ interpretation of such laws, rules, and regulations may change, which could materially and adversely affect the validity of the approvals, qualifications, licenses, permits, and registrations that Company has obtained or completed. Any failure to comply may result in fines, restrictions, and limits on Company's operations, as well as suspension or revocation of certain certificates, approvals, permits, licenses, or filings that Company has already obtained or made. In addition, the PRC government imposes foreign ownership restrictions and the licensing and permit requirements for companies in the internet industry. See “Government Regulations   —   PRC Government Regulations   —   Regulations on Foreign Investment in China” and “PRC Government Regulations   —   Regulations on Value-Added Telecommunications Services.” These laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances, it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. Research and development expenses. Company's research and development expenses increased by US$22.3 million from US$152.5 million for the six months ended June 30, 2023, to US$174.9 million for the six months ended June 30, 2024, primarily due to the increase in share-based compensation expense of US$20.0 million. Selling and marketing expenses. Company's selling and marketing expenses increased by US$86.0 million from US$118.2 million for the six months ended June 30, 2023, to US$204.3 million for the six months ended June 30, 2024, primarily due to (i) the increase in marketing, promotion, and advertising-related expenses for the expansion of global sales of US$37.1 million, (ii) the increase in exhibition expenses, professional service fees, and other miscellaneous selling expenses of US$28.0 million; (iii) the increase in labor costs of US$12.1 million; (iv) the increase in depreciation of US$5.5 million; and (v) the increase in share-based compensation expense of US$3.3 million. General and administrative expenses. Company's government grants income decreased by US\$51.7 million from US\$55.8 million for the year ended December 31, 2022, to US\$4.1 million for the year ended December 31, 2023, primarily due to the decrease in amortization of deferred income relating to government grants of US\$55.0 million received in 2018. During the years ended December 31, 2023, and 2022, Company received government grants of US\$4.1 million and US\$0.9 million with no future related costs required. As a result of the foregoing, Company reported a loss from operations of US\$735.9 million for the year ended December 31, 2023, in comparison with a loss from operations of US\$687.4 million for the year ended December 31, 2022. Since its inception, Team Company has won multiple Formula 1 championships, including 6 “FIA Formula 1 Drivers’ World Championships,” 7 “FIA Formula 1 Constructors’ World Championships,” and 81 “FIA Formula 1 Grand Prix Wins.” The Company brand was also awarded “Luxury Brand of the Year” at the prestigious “Luxury Briefing Awards 2019,” while the Evija received a “2020 MUSE Global Design Award.” Proprietary next-generation technology built on world-class research and development capabilities. Company has consistently been a technological pioneer in the automotive industry over the past seven decades. The company's exceptional technologies are demonstrated by its proprietary 800-volt EPA architecture, which entails supercharging capabilities, high energy conservation, and high-speed data transmission, with high adaptability that can accommodate varying battery sizes, motors, and component layouts across vehicle classes. Additionally, Company possesses leading Advanced Driver Assistance Systems (ADAS) technology with fully embedded Level 4-ready hardware capability, enabled by the world’s first deployable LiDAR system, five 360° perception coverage, and a self-developed software system for cognition, decision-making, design, and control algorithms. The operating system, Company Hyper OS, utilizes technology to create real-time 3D content for passengers. As a result of the foregoing, Company's gross profits increased from US$2.3 million for the year ended December 31, 2022, to US$102.2 million for the year ended December 31, 2023, while the gross margin decreased from 24.1% for the year ended December 31, 2022, to 15.0% for the year ended December 31, 2023. The increased gross profit was primarily due to the ramp-up of sales volume of BEV lifestyle models and the distribution of Company-brand sports cars. The decreased gross margin was primarily due to the ramp-up of sales of vehicles with lower gross margins than those of the services provided by the company. 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; [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 Wuhan, 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 heart of the British car industry in Coventry, 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 Frankfurt, 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. As a result of the foregoing, Company's gross profits increased from US$6.1 million for the six months ended June 30, 2023, to US$50.9 million for the six months ended June 30, 2024. Company's gross margin increased from 4.7% for the six months ended June 30, 2023, to 12.8% for the six months ended June 30, 2024, primarily due to (i) the cost reduction per vehicle and increased average selling price of vehicles sold; and (ii) the increase in income from intelligent driving solutions, commission service fees, and other automotive design and development services to OEM customers, which carry higher margins. As a result of the foregoing, Company's gross profits increased from US$557,000 for the year ended December 31, 2021, to US$2,307,000 for the year ended December 31, 2022, and Company's gross margins increased from 15.1% for the year ended December 31, 2021, to 24.1% for the year ended December 31, 2022. The increased gross profit and gross margin were primarily due to the increased revenue from automotive design services with a higher gross profit margin. Company's service revenue increased by US$10.5 million from US$8.4 million for the year ended December 31, 2022, to US$18.9 million for the year ended December 31, 2023, primarily due to the increase in automotive design and development services provided to OEM customers of US$5.8 million and extended and aftersales services revenue for battery electric vehicle (BEV) lifestyle models and sports cars of US$4.7 million. Company's general and administrative expenses increased by US$93.6 million from US$54.8 million for the year ended December 31, 2021, to US$148.4 million for the year ended December 31, 2022, primarily due to enhanced business operation functionalities and their associated increase in labor costs of US$45.1 million, depreciation related to leased offices of US$10.2 million, increased IT service costs of US$7.4 million, outsourced labor service costs of US$8.4 million, and professional services fees of US$4.5 million, which is in line with Company's business growth. In addition, Company incurred share-based compensation of US$10.6 million for the year ended December 31, 2022. Government grants. Company's government grants income decreased by US$434.9 million from US$490.7 million for the year ended December 31, 2021, to US$55.8 million for the year ended December 31, 2022, primarily due to the decreased amortization of deferred income relating to government grants of US$435.5 million, partially offset by the increase in government grants of US$0.6 million with no future related costs required. With respect to the decreased amortization of deferred income relating to government grants, in 2018, Company received a specific subsidy of US$755.6 million relating to future incurred R&D expenditures. 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's general and administrative expenses increased by US$31.6 million from US$80.4 million for the six months ended June 30, 2023, to US$112.0 million for the six months ended June 30, 2024, primarily due to (i) the incurrence of share-based compensation of US$12.7 million for the six months ended June 30, 2024, (ii) the incurrence of professional services fees of US$4.6 million and other administrative expenses of US$9.2 million in conjunction with Company's business growth, and (iii) the increase in labor costs of US$5.0 million in association with Company's expanded business operation functionalities. Government grants. Company's government grants income increased by US$1.8 million from US$0.7 million for the six months ended June 30, 2023, to US$2.5 million for the six months ended June 30, 2024, primarily due to the increase in government subsidies received in 2024. Research and development expenses decreased by US\$77.1 million from US\$445.8 million for the year ended December 31, 2022, to US\$368.7 million for the year ended December 31, 2023, primarily due to the phase-down of research and development activities for the Eletre and Emeya models. Selling and marketing expenses. Company's selling and marketing expenses increased by US\$177.6 million from US\$151.3 million for the year ended December 31, 2022, to US\$328.9 million for the year ended December 31, 2023, primarily due to (i) the increase in labor costs and other expenses accompanying the expansion of Company's global sales in 2023 of US\$94.7 million, (ii) the increase in marketing and advertising expenses of US\$60.7 million; and (iii) the increase in depreciation of US\$22.2 million. General and administrative expenses. Company's general and administrative expenses decreased by US\$3.8 million from US\$148.4 million for the year ended December 31, 2022, to US\$144.5 million for the year ended December 31, 2023, primarily due to the impact of share-based compensation expense of US\$10.6 million in 2022, partially offset by the increase in depreciation and amortization expenses of US\$7.0 million. Government grants. 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. During the years ended December 31, 2022 and 2021, Company recognized government grants of US$55.0 million and US$490.5 million, respectively, for the R&D expenses incurred under this subsidy. [Table Level]
- Table Title: Operating Expenses Overview
- Table Summary: The table outlines the operating expenses for Company over specific periods, categorized into research and development, selling and marketing, general and administrative expenses, and government grants. The data is presented for the six months ended June 30, 2024, and 2023, as well as for the years ended December 31, 2023, 2022, and 2021.
- Context: Before the table, there is a breakdown of what constitutes cost of revenues and operating expenses, indicating the components of cost of goods sold and services. After the table, there is an explanation of selling and marketing, and general and administrative expenses, stating expectations for future expenses.
- Special Notes: The amounts are expressed in thousands of US dollars (US$), and percentages indicate the proportion of each category against the total.

[Row Level]
Row 1: For the six months ended June 30, 2024, research and development expenses were US$174,854, constituting 35.8% of the total operating expenses.

Row 2: For the six months ended June 30, 2024, selling and marketing expenses amounted to US$204,274, representing 41.8% of the total operating expenses.

Row 3: In the same period, general and administrative expenses reached US$111,978, making up 22.9% of the total operating expenses.

Row 4: Government grants provided a relief of US$2,488, which constituted a negative percentage (0.5%) of the total operating expenses.

Row 5: The total operating expenses for this period summed up to US$488,618, accounting for 100% of the total operating expenses.

Row 6: For the six months ended June 30, 2023, research and development expenses were US$152,548, which was 43.5% of the total operating expenses.

Row 7: Selling and marketing expenses in this period were US$118,236, comprising 33.7% of the total operating expenses.

Row 8: General and administrative expenses stood at US$80,417, equivalent to 22.9% of the total operating expenses.

Row 9: Government grants were valued at US$662, a negative impact of 0.1% on the total operating expenses.

Row 10: Total operating expenses for this period totaled US$350,539, representing 100% of the total operating expenses.

Row 11: For the year ended December 31, 2023, the expenses for research and development were US$368,729, making up 44.0% of the total operating expenses.

Row 12: Selling and marketing expenses reached US$328,935, forming 39.2% of the total operating expenses.

Row 13: General and administrative expenses amounted to US$144,533, which was 17.2% of the total operating expenses.

Row 14: Government grants contributed US$4,077, impacting the total operating expenses by 0.4%.

Row 15: The total operating expenses for 2023 were US$838,120, covering 100% of the total operating expenses.

Row 16: For the year ended December 31, 2022, research and development expenses were US$445,844, representing 64.6% of the total operating expenses.

Row 17: Selling and marketing expenses amounted to US$151,331, accounting for 22.0% of the total operating expenses.

Row 18: General and administrative expenses were US$148,369, or 21.5% of the total operating expenses.

Row 19: Government grants had a notable negative influence, providing US$55,824 and affecting 8.1% of the total operating expenses.

Row 20: The total operating expenses for 2022 stood at US$689,720, marking 100% of the total operating expenses.

Row 21: For the year ended December 31, 2021, research and development expenses reached US$511,364, making up a major part of 450.5% of the total operating expenses.

Row 22: Selling and marketing expenses were US$38,066, equaling 33.5% of the total operating expenses.

Row 23: General and administrative expenses at US$54,763 were 48.3% of the total operating expenses.

Row 24: Government grants were significant, contributing US$490,694 and impacting 432.3% of the total operating expenses.

Row 25: The total operating expenses for this year were a substantial US$113,499, representing 100% of the total operating expenses. [Table Level]
- Table Title: Operating Expenses for Six Months Ended June 30, 2024 and 2023
- Table Summary: The table summarizes the operating expenses for Company, comparing figures for the six months ended June 30, 2024, to those for the same period in 2023. It highlights changes in research and development, selling and marketing, and general and administrative expenses, as well as the impact of government grants, showing both absolute changes and percentage change.
- Context: Company experienced a significant increase in gross profits and margins between June 30, 2023, and June 30, 2024, due to cost reductions and increased income from various services. There are accompanying increases in research and marketing expenses driven by factors like share-based compensation and global sales expansion.
- Special Notes: All monetary values are in thousands of US dollars, except for percentage changes indicated.

[Row Level]
Row 1: Research and development expenses increased from US$152,548 thousand in 2023 to US$174,854 thousand in 2024, a change of US$22,306 thousand, representing a 14.6% increase.

Row 2: Selling and marketing expenses rose from US$118,236 thousand in 2023 to US$204,274 thousand in 2024, showing an increase of US$86,038 thousand, or 72.8%.

Row 3: General and administrative expenses grew from US$80,417 thousand in 2023 to US$111,978 thousand in 2024, reflecting a change of US$31,561 thousand, which is 39.2%.

Row 4: Government grants rose, with the amount increasing from US$662 thousand in 2023 to US$2,488 thousand in 2024, totaling a change of US$1,826 thousand, a substantial growth of 275.8%.

Row 5: The total operating expenses increased from US$350,539 thousand in 2023 to US$488,618 thousand in 2024, a total change of US$138,079 thousand, equating to an overall increase of 39.4%. [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. New York – November 12, 2024 – Company. (“Company” or the “Company”), a leading global intelligent and luxury mobility provider, today announced its vehicle delivery results for the first ten months of 2024. Company. continues to achieve top-rate growth among traditional luxury car brands, delivering 8,631 vehicles in the first ten months of 2024. Europe and China continued to be the major markets for Company, with each region contributing about 35% and 25% of the total deliveries, respectively. In October, Company. started an open beta test for its urban NOA (Navigate on Autopilot) in key cities. Certain over-the-air updates of intelligent driving, including highway assistant driving functions, were launched in Europe. As previously announced, Subsidiary A, Company's intelligent driving arm, provides intelligent driving solutions with global coverage to both Company-brand intelligent vehicles and other global leading auto conglomerates such as Counterparty A, Counterparty B, and a top Japanese Tier-one supplier. In October, Company. was awarded the Highly Commends honor at the Reuters Sustainability Awards 2024 in the Business Transformation category as the only awardee from the automotive industry. Note 1: Invoiced deliveries, including commissioned deliveries in the US market. See “Government Regulations   —   PRC Government Regulations   —   Regulations on Foreign Investment in China” and “PRC Government Regulations   —   Regulations on Value-added Telecommunications Services.” These laws and regulations are relatively new and evolving, and their interpretation and enforcement involve significant uncertainties. As a result, in certain circumstances, it may be difficult to determine what actions or omissions may be deemed to be in violation of applicable laws and regulations. The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the M&A Rules, adopted by six different PRC regulatory authorities in 2006 and amended in 2009, purport to require offshore special purpose vehicles that are controlled by PRC companies or individuals and that have been formed for the purpose of seeking a public listing on an overseas stock exchange through acquisitions of PRC domestic companies or assets to obtain approval from the China Securities Regulatory Commission (CSRC) prior to publicly listing their securities on an overseas stock exchange. The interpretation and application of the regulations remain unclear, and Company's offshore offerings may ultimately require approval from CSRC.