Is Company a publicly listed company?
Company is an exempted company incorporated in the Cayman Islands and listed on Nasdaq as a foreign private issuer. Nasdaq listing rules permit a foreign private issuer like Company to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is Company's home country, may differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies. Company relies on the home country practice exemption available to foreign private issuers for the requirement under (i) Nasdaq Rule 5605(c)(2)(A) that each of the members of Company's audit committee must be an independent director as defined under Nasdaq Rule 5605(a)(2) and (ii) Nasdaq Rule 5620 that each issuer must hold an annual meeting of shareholders no later than one year after the end of the issuer’s fiscal year-end. Company may choose to follow additional home country practices in the future. Company is a “controlled company” as defined under the Nasdaq corporate governance rules because Person A owns more than 50% of Company's total voting power as of the date of this prospectus. Company. (“the Company”), an exempted company with limited liability, was incorporated in the Cayman Islands on August 9, 2021. The Company, through its wholly owned subsidiaries, consolidated variable interest entity (“VIE”) and VIE’s subsidiaries (collectively, “the Group”), is primarily engaged in the design, development, and sale of luxury battery electric lifestyle vehicles (“BEV lifestyle models”) under the “Company” brand (“Company BEV business”). The Group is also a distributor that sells luxury sports cars under the “Company” brand (“Company sports car business”) across the world. Additionally, the Group provides other sales and ancillary services to customers. On February 22, 2024 (the “Closing Date”), Company consummated its merger with Counterparty A (“Counterparty A”) pursuant to a merger agreement dated January 31, 2023 (as amended and restated dated as of October 11, 2023, the “Merger Agreement”) by and among Counterparty A, Company, a Cayman Islands exempted company, Subsidiary A, a Cayman Islands exempted company and wholly-owned subsidiary of Company (“Merger Sub 1”), and Subsidiary B, a Cayman Islands exempted company and wholly-owned subsidiary of Company (“Merger Sub 2”). and ● the selective disclosure rules by issuers of material nonpublic information under Regulation Fair Disclosure, or Regulation FD, which regulate the selective disclosure of material nonpublic information by issuers. Company is required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, Company currently publishes its results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq. Press releases relating to financial results and material events will also be furnished to the SEC on Form 6-K. However, the information that Company is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, Company's shareholders will receive less or different information about the company than a shareholder of a U.S. domestic public company would receive. Company is a non-U.S. company with foreign private issuer status listed on Nasdaq. Nasdaq listing rules permit a foreign private issuer like Company to follow the corporate governance practices of its home country.
Company has operations across the UK, the EU, and China. The company is dedicated to delivering luxury lifestyle battery electric vehicles, with a focus on world-class research and development in next-generation automobility technologies such as electrification, digitalization, and more. For more information about Company, please visit www.group-Company.com. Company believes that its close relationship with Counterparty A provides the company with a unique competitive advantage in its ability to rapidly scale commercialization while maintaining an asset-light operating model with less upfront capital expenditure commitment than other original equipment manufacturers (OEMs). Company has entered into a variety of agreements, including agreements related to technology licensing, manufacturing cooperation, and supply of framework, among others, with Counterparty A. This strategic partnership with Counterparty A allows Company to effectively control supply chain-related risks and accelerate product development. Company is an exempted company limited by shares incorporated in 2021 under the laws of the Cayman Islands. Company reports under the Exchange Act as a non-U.S. company with foreign private issuer status. Under Rule 405 of the Securities Act, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter. For as long as Company qualifies as a foreign private issuer, Company will be exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including: ● the rules under the Exchange Act requiring Company to file quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; ● the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; ● the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (ii) 5,486,784 ADSs issuable upon the exercise of warrants (the “Sponsor Warrants”, together with the Public Warrants, the “Warrants”) to purchase Ordinary Shares in the form of ADSs which were issued to Counterparty A on the Closing Date in exchange for the private placement warrants purchased by Counterparty A in a private placement concurrent with the initial public offering of Counterparty B; and   
(2) the resale from time to time by the selling securityholders named in the Registration Statement or their pledgees, donees, transferees, assignees or other successors in interest (that receive any of the securities as a gift, distribution, or other non-sale related transfer) of up to (i) 680,957,495 ADSs and (ii) 5,486,784 Warrants. Company is furnishing this opinion as Exhibits 5.1 and 23.3 to the Registration Statement. Services. Company generates revenues mainly by providing automotive design and development services to OEM customers, technology-related services, and after-sales service. 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. At the time of a subsequent round of equity financing, upon written notification by the Group, the WFOE Exchangeable Notes Holder is entitled to convert the whole or any portion of the outstanding principal amount of the WFOE Exchangeable Notes into shares of the subsequent round of equity financing at the post-money equity valuation based on a fixed monetary amount. Pursuant to the agreement, the land use right of US$32,653 included in operating lease right-of-use assets and corporate buildings under construction of US$37,287 included in property, plant, and equipment have been pledged to the WFOE Exchangeable Notes Holder as of December 31, 2023. Prior to a qualified initial public offering (“Qualified IPO,” which is defined as an initial public offering and listing or backdoor listing (including via SPAC) or other similar transactions to achieve the listing of the shares of Company): 1) Upon the conversion, the WFOE Exchangeable Notes Holder is entitled to require the Founders Onshore Vehicle or its designated entity to transfer the Company’s shares at the price of RMB1 per share to ensure the WFOE Exchangeable Notes Holder’s shareholding in the Company is not less than 5%, based on an investment of RMB3,000,000. However, the information that Company is required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. Accordingly, Company's shareholders will receive less or different information about the company than a shareholder of a U.S. domestic public company would receive. Company is a non-U.S. company with foreign private issuer status listed on Nasdaq. Nasdaq listing rules permit a foreign private issuer like Company to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is Company's home country, may differ significantly from Nasdaq corporate governance listing standards. Among other things, Company is not required to have: ● a majority of the board of directors consists of independent directors; ● a compensation committee consisting of independent directors; ● a nominating committee consisting of independent directors; or ● regularly scheduled executive sessions with only independent directors each year. Although not required and subject to change from time to time, Company currently has a majority-independent compensation committee and a nominating and corporate governance committee. Company has a pioneering, tech-forward, and design-led management team with expertise in automotive, technology, and innovation. Led by Person A, an industry veteran and a visionary leader who has served at Counterparty A for more than 20 years, the management team is composed of seasoned professionals with diversified backgrounds in R&D, technology, and automotive design, along with extensive industry experience at other leading automotive firms, such as Counterparty A, Volvo, Mercedes Benz, BMW, Porsche, Maserati, Aston Martin, Ferrari, and Bugatti. Company is a leading global intelligent and luxury mobility provider that designs, develops, and sells luxury lifestyle vehicles under the iconic British brand “Company.” With over seven decades of heritage and proven leadership in racetrack and road cars, the Company brand symbolizes market-leading standards in performance, design, and engineering. The company's first lifestyle production vehicle, Eletre, is a new breed of pure electric SUV powered by Company’s proprietary 800-volt EPA. Company launched Eletre and Emeya in 2022 and 2023, respectively, and their deliveries commenced in 2023 and 2024, respectively. The company also started deliveries of Evija in 2024. In addition to Eletre and Emeya, Company plans to introduce two new models in the near future. Company believes that its close relationship with Counterparty A provides the company with a unique competitive advantage in its ability to rapidly scale commercialization while maintaining an asset-light operating model with less upfront capital expenditure commitment than other original equipment manufacturers (OEMs). Company has entered into a variety of agreements, including agreements related to technology licensing, manufacturing cooperation, and supply of framework, among others, with Counterparty A. The strategic partnership with Counterparty A allows Company to effectively control supply chain-related risks and accelerate product development. Company's ability to successfully operate its Global Commercial Platform will affect its ability to increase revenues. Company has taken steps to diversify its revenue sources, for example, by entering into the Distribution Agreement with Subsidiary A, pursuant to which Company is the exclusive global distributor (excluding the U.S., where Subsidiary B will act as the head distributor with the existing regional distributor continuing its functions) for Subsidiary A to distribute Subsidiary A vehicles, parts, and certain tools, and to provide aftersales services, branding, marketing, and public relations for such vehicles, parts, and tools distributed by Company. provided that nothing in this section shall be construed as to prevent Company from effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. 6. The liability of each Shareholder is limited to the amount, if any, unpaid on the Shares held by such Shareholder. 7. The authorized share capital of Company is US$50,000 divided into 5,000,000,000 shares of a par value of US$0.00001 each consisting of (i) 4,500,000,000 Ordinary Shares of a par value of US$0.00001 each, and (ii) 500,000,000 shares of a par value of US$0.00001 each of such class or classes (however designated) as the Board of Directors may determine in accordance with the articles of association of Company (as amended or substituted from time to time, the “Articles”). These competitors also compete with Company in recruiting and retaining qualified research and development, sales, marketing, and management personnel, as well as in acquiring technologies complementary to, or necessary for, its products. Additional mergers and acquisitions in the electric vehicle and luxury automotive markets may result in even more resources being concentrated in these competitors. Company believes that its brand and history, its focus on design and experience, its advanced technologies, its relationship with Counterparty A and therefore the benefits it can obtain during the vehicle development phase, and its future-proof approach give it a competitive edge and allow it to formulate a highly differentiated go-to-market strategy. Company also has a scalable asset-light business model that it believes generates significant competitive advantages, allowing it to incur less upfront capital expenditure and focus on research and development and technologies. Company'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. See “Risk Factors    —    Risks Relating to Our Securities    —    As a company incorporated in the Cayman Islands and a “controlled company” within the meaning of the Nasdaq corporate governance rules, Company is permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from Nasdaq corporate governance listing standards applicable to domestic U.S. companies or rely on exemptions that are available to a “controlled company”; these practices may afford less protection to shareholders than they would enjoy if Company complied fully with Nasdaq corporate governance listing standards.” Company Company (Company) was incorporated as an exempted company in accordance with the laws and regulations of the Cayman Islands on August 9, 2021. The mailing address of Company's principal executive office is [Address Removed], and the phone number is [Phone Number Removed]. Company's corporate website address is [Website Address Removed]. The information contained in, or accessible through, Company's website does not constitute a part of this prospectus. Company aims to deliver high-quality products and services to its customers in line with its core values and commitments. Company believes that quality assurance is key to ensuring the delivery of high-quality products and services, minimizing waste, and maximizing efficiency. Quality management has been strongly emphasized across all business functions, including product development, manufacturing, supplier quality management, procurement, charging solutions, customer experience, servicing, and logistics. Company's quality management groups are responsible for the overall quality strategy, quality systems and processes, quality culture, and general quality management implementation. During product development, several phases of testing have been implemented to verify design and production quality. Company's quality standards are guided by industry standards, including ISO9001, R155 CSMS, R156 SUMS, Aspice L2, ISO26262, and ISO/SAE 21434. Company's first volume-manufactured vehicle, the Eletre, is produced at a new plant operated by Counterparty A in accordance with quality standards. All production lines, including stamping, welding, painting, and general assembly, are developed in compliance with industry standards and feature a higher degree of automation. Company applies more than 4,000 standards across all phases of product development and supplier quality management. If Company is unable to maintain collaboration with Counterparty A, its financial performance would be directly and adversely affected. There can be no assurance that in such an event Company would be able to partner with other third parties to meet its needs on acceptable terms or at all. The expense and time required to complete any transition, and to ensure that vehicles manufactured at facilities of new third-party partners comply with Company's quality standards and regulatory requirements, may be greater than anticipated. Any of the foregoing could adversely affect Company's business, results of operations, financial condition, and prospects. Furthermore, Company's supply chain efficiency also relies heavily on Counterparty A, largely attributable to Counterparty A's bargaining power derived from its volume and reputation. Failure to maintain agreements or partnerships with Counterparty A could adversely affect Company's relationships with suppliers, and there is no assurance that in such an event Company would be able to maintain relationships with current suppliers or secure new suppliers to meet its needs on comparable and acceptable terms. Because Company qualifies as a foreign private issuer under the Exchange Act, Company is exempt from certain provisions of the securities rules and regulations in the U.S. that are applicable to U.S. domestic issuers, including: (i) the rules under the Exchange Act requiring the filing of quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; (iii) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and (iv) the selective disclosure rules by issuers of material nonpublic information under Regulation FD. Company will be required to file an annual report on Form 20-F within four months of the end of each fiscal year. In addition, Company intends to publish its results on a quarterly basis through press releases, distributed pursuant to the rules and regulations of Nasdaq. Company seeks to partner with reputable suppliers. Company leverages the Counterparty A ecosystem for the order of basic auto parts. Company intends to use most of the same core suppliers for its vehicles. Company has developed close relationships with key suppliers. These include a global leader in AI computing, which provides its chips for the advanced driver-assistance systems (ADAS) used in Company's vehicles; a leading developer of semiconductor technologies, which provides smart cockpit chips; and a leading manufacturer of lithium-ion batteries, which supplies batteries for Company's battery electric vehicles (BEVs). Most of these suppliers are key partners in the Counterparty A ecosystem and have years of strong partnership with Counterparty A. Company follows its internal process to select suppliers, taking into account quality, cost, and timing. Company has a part quality management team responsible for managing and ensuring that suppliers meet quality standards. The method for selecting suppliers depends on the nature of the supplies needed. For general parts that are widely available, Company examines proposals from multiple suppliers and chooses based on quality and price competitiveness, among other factors. Company collaborates with a battery electric vehicle (BEV) manufacturing facility in Wuhan, China, which is owned and operated by Counterparty A. This manufacturing plant is purpose-built for electric vehicles and incorporates advanced manufacturing technologies. Covering an area of over one million square meters, the plant has the capacity to produce up to 150,000 vehicles per year. The facility has been constructed as a brand-new, world-class plant for the production of electric vehicles. The plant is equipped to conduct stamping, welding, painting, and assembly, and features testing tracks, a quality inspection center, and a utility power and sewage treatment center. It includes an advanced system that allows vehicles to be transported into workshops using intelligent driving technology without any human intervention. The facility is also equipped with an approximately three-kilometer-long track for quality inspection. Customers can experience various driving activities such as racing, drifting, and off-roading on the track. The track includes nine left turns and seven right turns and can accommodate vehicles driving at speeds of up to 230 kilometers per hour in a straight line. Counterparty A Holding, a global mobility technology group with a proven track record in seeding BEV brands, has successfully incubated and revitalized a series of world-renowned brands with attractive financial profiles, including Volvo, Polestar, LYNK&CO., and Zeekr. Positioned as the only Counterparty A Holding-affiliated brand with sports car DNA, Company has received comprehensive support from Counterparty A Holding in manufacturing, supply chain, research and development (R&D), logistics infrastructure, and human capital, and is in the process of transforming from a British sports car company to a global pioneer of high-performance electric vehicles to bridge the gap between traditional sports cars and a new generation of electric vehicles. Eletre is a luxury lifestyle E-segment SUV powered by Company's 800-volt Electrical Performance Architecture, or EPA. Combining its technologically advanced platform with cutting-edge design, Eletre delivers leading performance in acceleration, driving range, and charging speed. Company offers three different versions of Eletre, namely, Eletre, Eletre S, and Eletre R, to satisfy the various demands of customers. Eletre R, in particular, generates a maximum of 905 horsepower (hp) and can accelerate from 0 to 100 km/h in 2.95 seconds. For parts requiring special designs, Company reviews design proposals and chooses largely based on design-related factors. However, in certain cases, Company has limited choices given its scale, such as battery cell packages, so in such circumstances, Company typically partners with suppliers that it believes to be well-positioned to meet its needs. In addition, when part suppliers are selected, Company has established certain environmental guidelines in accordance with its ESG strategies and goals. (1) the issue and sale to Investor A of up to US$350,000,000 in aggregate gross purchase price of American depositary shares of Company (“ADSs”), each representing one ordinary share of Company, par value of US$0.00001 per share (the “Ordinary Share”) pursuant to the securities purchase agreement dated 16 September 2024 made by and between Company and Investor A (the “Securities Purchase Agreement”); and  
(2) the issue of 700,000 Commitment Ordinary Shares (as defined in the Securities Purchase Agreement) to Investor A on the date that the Registration Statement is filed with the Commission, which may be deposited by Investor A with Counterparty A as the depositary for the issue of ADSs (the “Commitment ADSs”). For the avoidance of doubt, the term “ADSs” includes up to US$350,000,000 in aggregate gross purchase price of American depositary shares of Company and the Commitment ADSs, and the term “Ordinary Shares” includes all Ordinary Shares underlying such ADSs (including the 700,000 Commitment Ordinary Shares). Company is furnishing this opinion as Exhibits 5.1 and 23.3 to the Registration Statement. 1. Company believes that continued investments in technologies are critical to establishing market share, attracting new customers, and becoming a profitable global BEV developer. Company's future profitability depends on the company's ability to develop its vehicles in a cost-effective manner. As part of the development process, Company's vehicles use a wide variety of components, raw materials, and other supplies. Company expects that the cost of sales will be affected primarily by production volume. The cost of sales will also be influenced by fluctuations in certain raw material prices, although Company typically seeks to manage these costs and minimize their volatility through a supply of framework agreements with suppliers. In addition, the results of operations are further affected by the company's ability to maintain and improve operating efficiency, as measured by total operating expenses as a percentage of revenues. This is important to the success of the business and the prospect of gradually achieving profitability. As the business grows, Company expects to improve operating efficiency and achieve economies of scale. If a PRC domestic company intends to complete a direct or indirect overseas (i) initial public offering and listing, or (ii) listing of shares in the name of an overseas enterprise on the basis of the equity, assets, income, or other similar rights of the PRC domestic company through a single or multiple acquisitions, share swaps, share transfers, or other means, the issuer (if the issuer is a PRC domestic company) or its designated major PRC domestic operating entity (if the issuer is an offshore holding company), in each applicable event, the reporting entity, shall complete the filing procedures with CSRC within three business days after the issuer submits its application documents relating to the initial public offering and/or listing or after the first public announcement of the transaction (if the submission of application documents is not required). The determination of whether any offering or listing is “indirect” will be made on a “substance over form” basis. If neither Company nor Counterparty A Holding enters into longer-term supplier agreements with guaranteed pricing for parts or components, Company may be exposed to fluctuations in prices of components, materials, and equipment. For more details, see “—Risks Relating to Our Business and Industry — We are dependent on our suppliers, many of whom are our single source suppliers for the components they supply” and “—Risks Relating to Our Business and Industry — We could experience cost increases or disruptions in supply of raw materials or other components used in our vehicles.” Company may not succeed in continuing to maintain and strengthen its brand, and its brand and reputation could be harmed by negative publicity with respect to Company, its directors, officers, employees, shareholders, peers, business partners, or the automotive industry in general. Company's business and prospects will heavily depend on its ability to maintain and strengthen the “Company” brand associated with design, sustainability, and technological excellence. Company obtained licenses from Counterparty B to use the trademarks in the “Company” brand on lifestyle vehicles, parts, and components. Additionally, many of these competitors also have greater name recognition, longer operating histories, larger sales forces, broader customer and industry relationships, and other tangible and intangible resources that exceed those of Company. These competitors also compete with Company in recruiting and retaining qualified research and development, sales, marketing, and management personnel, as well as in acquiring technologies complementary to, or necessary for, the company's products. Additional mergers and acquisitions in the electric vehicle and luxury automotive markets may result in even more resources being concentrated in Company's competitors. Company believes that its brand and history, focus on design and experience, advanced technologies, relationship with Counterparty A, and the benefits obtained during the vehicle development phase, along with its future-proof approach, provide a competitive edge and enable the formulation of a highly differentiated go-to-market strategy. Company also has a scalable asset-light business model that is believed to generate significant competitive advantages, allowing the company to incur less upfront capital expenditure and focus on research and development and technologies. As of June 30, 2024, Company had 207 stores in its global distribution network. Major vehicle models currently in Company's global sales and distribution network include Eletre, Emeya, and future lifestyle models, as well as certain sports car models that were or will be developed and manufactured by Subsidiary B, such as Evija (BEV sports car) and Emira (ICE sports car). Key Components of Results of Operations Company generates revenues primarily through sales of goods and services. Sales of goods. Company generates revenues by providing the following products: ● Battery Electric Vehicle (BEV) lifestyle models developed by Company;  
● Company-brand sports cars developed by Subsidiary B;  
● auto parts; and  
● peripheral products. Subject to the Companies Act and the Articles, Company shall have power to redeem or purchase any of its Shares and to increase or reduce its authorized share capital and to sub-divide or consolidate the said Shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority, special privilege or other rights or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide, every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of Company hereinbefore provided. 8. Company has the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in some other jurisdictions. Articles. 2 ● The automotive market is highly competitive, and Company may not be successful in competing in this industry. Company's reliance on a variety of arrangements with Counterparty A, such as agreements related to research and development, procurement, manufacturing, engineering, and IT and human resource-related supporting services, could subject the company to risks.  
● Company may not succeed in continuing to maintain and strengthen its brand, and its brand and reputation could be harmed by negative publicity with respect to the company, its directors, officers, employees, shareholders, peers, business partners, or the automotive industry in general.  
● Company has a limited operating history, and its ability to develop, manufacture, and deliver automobiles of high quality and appeal to customers, on schedule, and on a large scale is unproven and still evolving.  
● Company has not been profitable and has experienced negative net cash flows from operations. If the company does not effectively manage its cash and other liquid financial assets, execute its plan to increase profitability, and obtain additional financing, it may not be able to continue as a going concern. Under SAFE regulations, PRC residents who participate in a stock incentive plan in an overseas publicly listed company are required to register with SAFE or its local branches and complete certain other procedures. See “Government Regulations   —    PRC Government Regulations   —   Regulations on Employment and Social Welfare   —   Employee Stock Incentive Plan.” Company and its PRC resident employees who participate in the company's share incentive plans are subject to these regulations since Company became a public company listed in the U.S. If Company or any of these PRC resident employees fail to comply with these regulations, Company or such employees may be subject to fines and other legal or administrative sanctions. Company also faces regulatory uncertainties that could restrict the company's ability to adopt additional incentive plans for its directors, executive officers, and employees under the laws of mainland China. Discontinuation of any of the preferential tax treatments and government subsidies or imposition of any additional taxes and surcharges could adversely affect Company's financial condition and results of operations. Company's PRC subsidiaries have received various financial subsidies from PRC local government authorities. Company views the manufacturers and suppliers it collaborates with as key partners throughout the vehicle development process. Company aims to leverage its partners’ industry expertise to ensure that each vehicle produced meets the company's strict quality standards. Company's collaboration with Counterparty A has established a strategic collaborative relationship with its major shareholder, Counterparty A, and its asset-light business model is supported by the Counterparty A ecosystem partners. Company expects its relationship with Counterparty A to allow the company to bring its vehicles to the market at an accelerated pace by leveraging Counterparty A’s manufacturing capacity, bargaining power in procurement and supply chain, capital investment, and operational support. Company entered into a manufacturing arrangement with Counterparty A for the manufacture of its vehicles for 10 years starting from 2022. Pursuant to the manufacturing agreement, Company commissioned Counterparty A for vehicle production and authorized Counterparty A to access its technologies for the production of such models. Company is mainly responsible for the design and development of the models, designation of suppliers, product announcement, and ensuring consistency with global standards of the Company brand. According to the Overseas Listing Filing Rules, the offering or listing of shares, depository receipts, convertible corporate bonds, or other equity-like securities by a PRC domestic company in an overseas stock market, whether directly or indirectly through an offshore holding company, should be filed with CSRC. If a PRC domestic company intends to complete a direct or indirect overseas (i) initial public offering and listing, or (ii) listing of shares in the name of an overseas enterprise on the basis of the equity, assets, income, or other similar rights of the PRC domestic company through a single or multiple acquisitions, share swaps, share transfers, or other means, the issuer (if the issuer is a PRC domestic company) or its designated major PRC domestic operating entity (if the issuer is an offshore holding company), in each applicable event, the reporting entity, shall complete the filing procedures with CSRC within three business days after the issuer submits its application documents relating to the initial public offering and/or listing or after the first public announcement of the transaction (if the submission of application documents is not required). Company's ability to successfully operate its Global Commercial Platform will affect its ability to increase revenues. Company has taken steps to diversify its revenue sources, for example, by entering into the Distribution Agreement with Subsidiary A, pursuant to which Company is the exclusive global distributor (excluding the U.S., where Subsidiary B will act as the head distributor with the existing regional distributor continuing its functions) for Subsidiary A to distribute Subsidiary A vehicles, parts, and certain tools, and to provide aftersales services, branding, marketing, and public relations for such vehicles, parts, and tools distributed by Company. As of December 31, 2023, Company had 215 stores in its global distribution network. Major vehicle models currently in Company's global sales and distribution network include Model X, Model Y, and future battery electric vehicle models, as well as certain sports car models that were or will be developed and manufactured by Subsidiary A, such as Model A (battery electric vehicle sports car) and Model B (internal combustion engine sports car). Company is a pioneering luxury battery electric vehicle (BEV) maker that designs and develops luxury lifestyle vehicles (non-sports car vehicles for daily usage) under the iconic British brand “Company” and sells all Company-branded cars. With over seven decades of racing heritage and proven leadership in the automotive industry, the Company brand symbolizes market-leading standards in performance, design, and engineering. Fusing proprietary next-generation technology built on world-class research and development capabilities and an asset-light model empowered by Counterparty A, Company is breaking new ground in electrification, digitization, and intelligence. The Company brand was founded in the U.K. in 1948 and has since established itself as a high-performance sports car brand with innovative engineering and cutting-edge technologies, renowned for its superior aerodynamics and lightweight design. The Company brand was born out of legendary success on the racetrack, including 13 FIA Formula 1 world titles and many other championship honors. In 2017, Counterparty A acquired a 51% stake in Subsidiary A and further positioned the company as a luxury lifestyle battery electric vehicle (BEV) maker. As a leader in the electrification transformation of the luxury car segment, Company has launched its E-segment BEV model years ahead of competitors and plans to continue launching additional BEV models. Company also aims to become the first traditional luxury auto brand to achieve a 100% BEV product portfolio by 2027. As part of its sustainability commitment, Company aims to achieve carbon neutrality by 2038, with the Company Global Smart Factory, which is owned and operated by Counterparty A. Company expects to continue focusing on sustainability leadership through waste reduction and the ongoing adoption of renewable energy and recyclable materials. 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. Under SAFE regulations, PRC residents who participate in a stock incentive plan in an overseas publicly listed company are required to register with SAFE or its local branches and complete certain other procedures. See “Government Regulations   —    PRC Government Regulations   —   Regulations on Employment and Social Welfare   —   Employee Stock Incentive Plan.” Company and its PRC resident employees who participate in the company's share incentive plans are subject to these regulations since Company became a public company listed in the U.S. If Company or any of these PRC resident employees fail to comply with these regulations, Company or such employees may be subject to fines and other legal or administrative sanctions. Company also faces regulatory uncertainties that could restrict its ability to adopt additional incentive plans for its directors, executive officers, and employees under the laws of mainland China. Discontinuation of any of the preferential tax treatments and government subsidies or imposition of any additional taxes and surcharges could adversely affect Company's financial condition and results of operations. Company's PRC subsidiaries have received various financial subsidies from PRC local government authorities. 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. Company's auditor, the independent registered public accounting firm that issues the audit report included elsewhere in this prospectus, as an auditor of companies that are traded publicly in the U.S. and a firm registered with the PCAOB, is subject to laws in the U.S. pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The auditor is located in mainland China, a jurisdiction where the PCAOB was historically unable to conduct inspections and investigations completely before 2022. The inability of the PCAOB to conduct inspections of auditors in China in the past has made it more difficult to evaluate the effectiveness of Company's independent registered public accounting firm’s audit procedures or quality control procedures as compared to auditors outside of China that are subject to PCAOB inspections. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. These related party agreements include the Technology License Agreement, the Manufacture Cooperation Agreement, and the Supply of Framework Agreement, among other areas. These agreements are described in more detail in this prospectus under “Certain Relationships and Related Person Transactions   —   Related Party Transactions.” These partnerships permit Company to benefit from Counterparty A’s decades of experience investing in established automakers while focusing its efforts on core areas of differentiation, such as design, research and development, performance, and rapid adoption of the latest technologies and sustainability solutions. Company intends to continue to rely on its partnership with Counterparty A as part of its strategy. Collaboration with Counterparty A for research and development, procurement, manufacturing, and engineering is subject to risks with respect to operations that are outside of Company's control. Company currently relies on and expects to continue to rely on its strategic partner, Counterparty A, in terms of research and development, procurement, manufacturing, and engineering with regard to its vehicles. Company has acted as Cayman Islands legal advisers to Company (the “Company”) in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933, as amended (the “Act”) (including its exhibits, the “Registration Statement”) for the purposes of registering with the Commission under the Act, and relates to: (1) the issuance by Company of up to 15,037,030 American depositary shares (the “ADSs”), each representing one ordinary share, par value US$0.00001 per share, of Company (the “Ordinary Shares”), including: (i) 9,550,246 ADSs issuable upon the exercise of warrants (the “Public Warrants”) to purchase Ordinary Shares in the form of ADSs which were issued on 22 February 2024 (the “Closing Date”) in exchange for the public warrants of Counterparty A that were issued in the initial public offering of Counterparty A; Company's ability to execute effective marketing and attract orders Company's results of operations depend significantly on the company's ability to execute effective marketing and attract orders from customers. Demand for Company's vehicles directly affects sales volume, which in turn contributes to revenue growth and the ability to achieve and maintain profitability. Vehicle orders may depend, in part, on whether prospective customers find it compelling to purchase Company's vehicles among competing vehicle models as their first, second, or replacement cars, which in turn depends on, among other factors, prospective customers’ perception of the Company brand. Company develops battery electric vehicles (BEVs) and technologies through cutting-edge design, research and development, and sustainable choices. Company has a dedicated global team across Europe 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. As of June 30, 2024, Company had 1,631 research and development employees, which accounted for 54.6% of its total number of employees. means NASDAQ, NYSE, or any other internationally recognized stock exchange on which any securities of Company are listed for the time being; By maintaining a strong focus on research and development and innovation, Company expects to enjoy significant competitive advantages over other automotive brands in vehicle performance and driving experience. Asset-light business model supported by Counterparty A Holding ecosystem. Company adopts an asset-light business model that leverages Counterparty A Holding’s extensive resources in manufacturing, supply chain, research and development, logistics infrastructure, and human capital. Company benefits from Counterparty A Holding’s newly constructed, state-of-the-art manufacturing facilities dedicated to electric vehicles in Wuhan, China, to manufacture its battery electric vehicle models, which allows the company to operate under a highly scalable model that can efficiently execute its business plan with limited upfront capital commitment. Leveraging Counterparty A Holding’s global supply chain, Company can quickly establish and maintain relationships with top-tier global suppliers to secure stable supplies of critical components, particularly components such as batteries and automotive chips, which are susceptible to price volatility and supply disruption. Company believes the strong support from Counterparty A Holding significantly enhances its ability to expand global operations more quickly, efficiently, and cost-effectively than other original equipment manufacturers. Focus on sustainability. Documents Reviewed For the purposes of this opinion, Company has reviewed only originals, copies, or final drafts of the following documents:  
1.1 The certificate of incorporation of Company dated 9 August 2021 issued by the Registrar of Companies in the Cayman Islands.  
1.2 The sixth amended and restated memorandum and articles of association of Company adopted by special resolution dated 16 January 2024 and effective on 22 February 2024 (the “Memorandum and Articles”).  
1.3 The written resolutions of the board of directors of Company dated 5 September 2024 (the “Board Resolutions”).  
1.4 A certificate from a director of Company, a copy of which is attached hereto (the “Director’s Certificate”).  
1.5 A certificate of good standing dated 30 April 2024, issued by the Registrar of Companies in the Cayman Islands (the “Certificate of Good Standing”).  
1.6 The Registration Statement. 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. (adopted by a Special Resolution dated 16 January 2024 and effective on 22 February 2024) The name of the company is Company. 2. The Registered Office of Company will be situated at the offices of Maples Corporate Services Limited, or at such other location within the Cayman Islands as the Directors may from time to time determine. 3. The objects for which Company is established are unrestricted, and the Company shall have full power and authority to carry out any object not prohibited by the Companies Act or any other law of the Cayman Islands. 4. Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by the Companies Act. 5. Company will not trade in the Cayman Islands with any person, firm, or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; Pursuant to the Merger Agreement, (i) Merger Sub 1 was merged with and into Counterparty A (the “First Merger”), with Counterparty A surviving the First Merger as a wholly-owned subsidiary of Company (such company, as the surviving entity of the First Merger, “Surviving Entity 1”) and the shareholders of Counterparty A becoming shareholders of Company, and (ii) immediately following the First Merger and as part of the same overall transaction as the First Merger, Surviving Entity 1 was merged with and into Merger Sub 2 (the “Second Merger,” and together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly-owned subsidiary of Company (such company, as the surviving entity of the Second Merger, “Surviving Entity 2”) (collectively, the “Merger Transaction” or “Business Combination”). Company also provides Counterparty A with the intellectual properties necessary for vehicle production. Counterparty A is mainly responsible for the ordering and inspection of raw materials, production planning, production quality control, logistics and transportation of manufactured vehicles, and construction and operation of the manufacturing plant. Particularly, quality control is carried out in accordance with Company's quality assurance framework and approved by Counterparty A. In addition, Counterparty A is responsible for obtaining certificates for the manufactured vehicles. Being at the forefront of electrification and decarbonization, Company leads the electrification transformation of the luxury car segment and adheres to the highest international ESG standards with an ESG rating of A- by SynTao Green Finance, which awarded A- and above ranking to only 7% of listed companies in its radar. The photovoltaic power generation system at Company Global Smart Factory generated more than 9,800 MWh in 2023. Company also targets to achieve carbon neutrality across the entire value chain by 2038. Company believes its commitment to sustainability will resonate with customers who share the same values and vision. Luxury retailing experience and omni-channel sales model. Company adopts a digital-first, omni-channel sales model that uses digital channels and physical retail services to provide a seamless and unified experience to customers. The Company App offers customizable services on the digital platform, providing great flexibility and scalability in response to market and customer requirements. In addition, Company adopts a direct sales model and has established co-partnership programs with leading automotive dealers across all regions. Company believes such arrangements can help the company expand quickly while maintaining customer intimacy. Global, experienced, and visionary leadership. 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 the CSRC. If CSRC approval is required, it is uncertain whether Company will be able to obtain such approval and how long it will take to secure it, and, even if Company obtains such CSRC approval, the approval could be rescinded. Company is a leading global intelligent and luxury mobility provider that designs and develops luxury lifestyle vehicles (non-sports car vehicles for daily usage) under the iconic British brand “Company” and sells all Company-branded cars. With over seven decades of racing heritage and proven leadership in the automotive industry, the Company brand symbolizes market-leading standards in performance, design, and engineering. Fusing proprietary next-generation technology built on world-class research and development capabilities and an asset-light model empowered by Counterparty A, Company is breaking new ground in electrification, digitization, and intelligence. The Company brand was founded in the U.K. in 1948 and has since established itself as a high-performance luxury vehicle brand with innovative engineering and cutting-edge technologies, renowned for its superior aerodynamics and lightweight design. The Company brand was born out of legendary success on the racetrack, including 13 FIA Formula 1 world titles and many other championship honors. In 2017, Counterparty A acquired a 51% stake in Company and further positioned the company as a luxury lifestyle battery electric vehicle (BEV) manufacturer. These related party agreements include the Technology License Agreement, the Manufacture Cooperation Agreement, and the Supply of Framework Agreement, among other areas. These agreements are described in more detail in this prospectus under “Certain Relationships and Related Person Transactions   —   Related Party Transactions.” These partnerships permit Company to benefit from Counterparty A’s decades of experience investing in established auto manufacturers while focusing its efforts on core areas of differentiation, such as design, research and development, performance, and rapid adoption of the latest technologies and sustainability solutions. Company intends to continue to rely on its partnership with Counterparty A as part of its strategy. Collaboration with Counterparty A for research and development, procurement, manufacturing, and engineering is subject to risks with respect to operations that are outside of Company's control. Company currently relies on and expects to continue to rely on its strategic partner, Counterparty A, in terms of research and development, procurement, manufacturing, and engineering with regard to its vehicles. There is a risk of potential disputes with Counterparty A, and Company could be affected by adverse publicity related to Counterparty A whether or not such publicity is related to their collaboration. Company's ability to successfully build a luxury lifestyle vehicle brand could also be adversely affected by perceptions about the quality of Counterparty A’s vehicles. In addition, although Company is involved in each step of the supply chain and manufacturing process, given that Company also relies on Counterparty A to meet its quality standards, there can be no assurance that Company will successfully maintain quality standards. If Company is unable to maintain collaboration and partnership with Counterparty A, Company may be unable to enter into new agreements with third-party manufacturing partners on terms and conditions acceptable to Company or at all. Company's ability to operate as a standalone business, produce vehicles, reach development and production targets, or focus efforts on core areas of differentiation could be materially and adversely affected. Additionally, Company generated a portion of revenue from automotive design and development services provided to Counterparty A. Company's future profitability depends on its ability to develop its vehicles in a cost-effective manner. As part of the development process, Company's vehicles use a wide variety of components, raw materials, and other supplies. Company expects that its cost of sales will be affected primarily by its production volume. The cost of sales will also be affected by fluctuations in certain raw material prices, although Company typically seeks to manage these costs and minimize their volatility through its supply of framework agreements with its suppliers. In addition, Company's results of operations are further affected by its ability to maintain and improve its operating efficiency, as measured by total operating expenses as a percentage of revenues. This is important to the success of the business and the prospect of gradually achieving profitability. As the business grows, Company expects to improve its operating efficiency and achieve economies of scale. Counterparty A Holding, a global mobility technology group with a proven track record in seeding BEV brands, has successfully incubated and revitalized a series of world-renowned brands with attractive financial profiles, including Volvo, Polestar, LYNK&CO., and Zeekr. Positioned as the only Counterparty A Holding-affiliated brand with sports car DNA, Company has received comprehensive support from Counterparty A Holding in manufacturing, supply chain, research and development, logistics infrastructure, and human capital, and is in the process of transforming from a British sports car company to a global pioneer of high-performance electric vehicles to bridge the gap between traditional sports cars and a new generation of electric vehicles. Company expects the business combination with LCAA, a SPAC affiliated with L Catterton, which has a strategic relationship with LVMH, to provide significant support in consumer insights and brand collaboration that will enable the company to effectively raise brand awareness globally. L Catterton has an exclusive relationship for consumer-focused private equity with LVMH and Financière Agache, the main investment company of Person A, LVMH’s chairman and chief executive officer, and his family. 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. Sales of goods. Company generates revenues by providing the following products:  
● Battery Electric Vehicle (BEV) lifestyle models developed by Company;  
● Company-brand sports cars developed by Subsidiary B;  
● auto parts; and  
● peripheral products. Services. Company generates revenues mainly by providing automotive design and development services to OEM customers and after-sales service. The following table sets forth a breakdown of revenues by type both in absolute amount and as a percentage of Company's revenues for the years indicated.