What is the equity structure of Subsidiary C after the share transfer agreement signed on September 27, 2024?
[Table Level]
- Table Title: Shareholder Distribution and Capital Allocation
- Table Summary: This table outlines the distribution of ordinary shares among shareholders and their corresponding percentage of registered capital. Counterparty A and Subsidiary A are listed as the shareholders with specified share numbers and percentages.
- Context: The table is related to an agreement concerning the transfer of shares between the Transferor and Transferee, including rights and conditions precedent. Following the table, the context involves resolutions in a shareholders' meeting regarding amendments to the Articles of Association.
- Special Notes: The numbers of ordinary shares are identified by consecutive numbers, and the total capital is expressed in percentage terms.

[Row Level]
- Row 1: Counterparty A holds 800,000 ordinary shares, with consecutive numbers from 1 to 800,000, accounting for 80% of the registered capital.
- Row 2: Subsidiary A holds 200,000 ordinary shares, with consecutive numbers from 800,001 to 1,000,000, representing 20% of the registered capital.
- Row 3: The total number of ordinary shares is 1,000,000, comprising 100% of the registered capital. Subsidiary A (the “Subsidiary A”), a wholly-owned subsidiary of Company, recently entered into a share sale and transfer agreement (the “Share Transfer Agreement”) with Counterparty A (“Counterparty A”), pursuant to which Subsidiary A agrees to sell, and Counterparty A agrees to purchase, 800,000 shares in Subsidiary C (“Subsidiary C”), a company incorporated in Germany and a wholly-owned subsidiary of Subsidiary A, for an aggregate principal amount of EUR 10,880,000 (the “Transaction”). The Transaction closed simultaneously with the signing of the Share Transfer Agreement. Upon completion of the Transaction, Counterparty A beneficially owns 80% of Subsidiary C’s share capital. A copy of the Share Transfer Agreement is included in this current report on Form 6-K as Exhibit 10.1, and the foregoing description of the Share Transfer Agreement is qualified in its entirety by reference thereto. Share Sale and Transfer Agreement, dated September 27, 2024, by and between Subsidiary A and Counterparty A. SALE AND TRANSFER OF THE TRANSFER SHARES / CHANGE OF ARTICLES OF ASSOCIATION / JOINT VENTURE AGREEMENT The Transferor hereby sells the Transfer Shares to the Transferee in accordance with the terms and conditions of this Agreement. The Transferee hereby accepts such sale. The sale of the Transfer Shares shall include any and all rights pertaining to the Transfer Shares, including the rights to all profits of the Company unless those profits have been distributed on or before the Signing Date. Subject to the condition precedent (aufschiebende Bedingung) that (i) the Conditions have been fulfilled or duly waived in accordance with Clause 4 and (ii) the Transferee has paid the Consideration in accordance with Clause 3.1, the Transferor hereby transfers the Transfer Shares, free from all liens, charges, and encumbrances and with the corresponding rights attached or accruing thereto at Completion (including the right to receive corresponding dividends and other distributions declared, made, or paid on or after Completion). The Transferee hereby accepts such transfer.
The equity interests of Subsidiary A and Subsidiary B were transferred to Company on December 29, 2021, and June 24, 2022, respectively. On November 4, 2021, Company entered into trademark license agreements with a related party, Subsidiary C, a wholly-owned subsidiary of Subsidiary D, pursuant to which Company received the “Company” trademark licenses as long as it conducts business related to lifestyle vehicles (excluding sports cars). Company issued 216,700,000 ordinary shares as consideration for such trademark. The above reorganization was completed on June 24, 2022. On November 12, 2021, the former Variable Interest Entity (VIE) and a third party established Counterparty A, in which the former VIE held a 60% equity interest. In March 2022, the former VIE transferred its 60% legal equity interest in Counterparty A to its then wholly-owned subsidiary, Counterparty B. On March 15, 2022, Company declared a 10-for-1 stock split in the form of a stock dividend, which was distributed to all the shareholders of Company in proportion to their respective shareholdings in Company. *[Table Level]
- Table Title: Financial Overview of Mezzanine Equity and Shareholders' Deficit
- Table Summary: The table presents a comparison of mezzanine equity and shareholders' deficit for Company as of September 30, 2024, and December 31, 2023. It details specific equity and deficit amounts and calculates total liabilities, mezzanine equity, and shareholders' deficit.
- Context: This financial summary is from a press release involving forward-looking statements. All figures are in thousands of US dollars.
- Special Notes: The amounts listed in the table are in thousands. Notably, no figures are provided for the Series Pre-A and Series A Redeemable Convertible Preferred Shares in 2024.

*[Row Level]
- Row 1: As of December 31, 2023, the Series Pre-A Redeemable Convertible Preferred Shares are valued at $184,509, while this figure is not available for September 30, 2024.
- Row 2: For December 31, 2023, the Series A Redeemable Convertible Preferred Shares are recorded as $199,021, with no corresponding figure in 2024.
- Row 3: The Total Mezzanine Equity is $383,530 as of December 31, 2023, with no data available for September 30, 2024.
- Row 4: Ordinary Shares are valued at $7 for September 30, 2024, increasing from $21 on December 31, 2023.
- Row 5: Additional Paid-In Capital as of September 30, 2024, stands at $1,857,225, compared to $358,187 for December 31, 2023.
- Row 6: The Accumulated Other Comprehensive Income is $25,615 on September 30, 2024, marginally increasing from $25,267 on December 31, 2023.
- Row 7: The Accumulated Deficit increased to $(2,253,891) by September 30, 2024, from $(1,588,773) at the end of 2023.
- Row 8: Total Shareholders' Deficit Attributable to Ordinary Shareholders is $(371,044) as of September 30, 2024, compared to $(1,205,298) as of December 31, 2023.
- Row 9: Noncontrolling Interests show a deficit of $(6,529) for September 30, 2024, slightly larger than $(5,404) for December 31, 2023.
- Row 10: The Total Shareholders' Deficit is $(377,573) as of September 30, 2024, compared with $(1,210,702) by December 31, 2023.
- Row 11: The Total Liabilities, Mezzanine Equity, and Shareholders' Deficit sum up to $2,587,224 on September 30, 2024, against $1,584,678 on December 31, 2023. Additionally, on the Closing Date, and in connection with the closing of the Business Combination, Company also issued (i) 122,446,496 Ordinary Shares to the PIPE Investors pursuant to certain subscription agreements entered into following the execution of the Original Merger Agreement (including 36,597,038 Ordinary Shares to Investor B and 50,000,000 Ordinary Shares to Investor A), and (ii) 3,011,368 Ordinary Shares to the CB Investors pursuant to certain convertible note purchase agreements entered into following the execution of the Original Merger Agreement (including 577,456 Ordinary Shares to Vendor A). In connection with the Investor A Investment, Company deposited into a restricted securities account (i) certain U.S. treasury bonds with the aggregate outstanding principal amount of US$325,000,000, and (ii) certain U.S. treasury bonds and/or U.S. treasury bills with a par amount of US$189,612,700 after the closing of the Investor A Investment. [Table Level]
- Table Title: Ownership Distribution and Potential Dilution
- Table Summary: The table illustrates the distribution of shares and potential ownership dilution among various stakeholders following a merger-related business combination. It provides detailed ownership in shares and corresponding percentages for each category of stakeholders.
- Context: The table is part of a larger discussion on the impact of the Investor A Subscription Agreement and the merger on shareholder dilution, accounting for the exercise of all warrants.
- Special Notes: The table includes shares initially reserved under an Incentive Plan, marked with "(A)," indicating special consideration or annotation.

[Row Level]
Row 1: Ordinary Shareholders (including the sponsor) hold 8,427,821 shares, representing 1.2% of the total ownership.

Row 2: Merger Financing Investors own 38,283,370 shares, which constitutes 5.5% of the total ownership.

Row 3: The holder of exchangeable notes possesses 36,597,038 shares, contributing 5.1% to the overall share ownership.

Row 4: Investor A has 50,000,000 shares, accounting for 7.2% of the total.

Row 5: Company Ordinary Shareholders are the largest group with 542,850,129 shares, representing 77.7% of ownership.

Row 6: Shares underlying Public Warrants amount to 9,550,246 shares, equating to 1.4% ownership.

Row 7: Shares underlying Private Warrants include 5,486,784 shares, making up 0.8% of the total.

Row 8: Vendor A Convertible Note is represented by 577,456 shares, which is 0.1% of the ownership.

Row 9: Shares initially reserved for issuance under the Incentive Plan (A) are 7,149,865, corresponding to 1.0% ownership.

Row 10: The total number of shares outstanding is 698,922,709, accounting for 100% of ownership distribution. [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. Prior to May 2023, Company relied on contractual arrangements among Subsidiary A, or the WFOE, Subsidiary B, the former variable interest entity which is referred to as the “former VIE,” and its nominee shareholders to direct the business operations of the former VIE and its subsidiaries. Since early 2023, Company has been implementing a series of transactions to restructure its organization and business operations, which is referred to as the “Restructuring.” In connection with the Restructuring, the WFOE, the former VIE, and nominee equity holders of the former VIE entered into a series of agreements, or the VIE Restructuring Agreements, pursuant to which the WFOE acquired 100% equity interest in the former VIE’s subsidiaries. As of the date of this prospectus, Company's operations in mainland China are conducted by its subsidiaries, and it does not have any VIE structure. The holding company structure involves unique risks to investors. As a holding company, Company may rely on dividends from its subsidiaries for cash requirements, including any payment of dividends to its shareholders. In connection with and following the execution of the Original Merger Agreement, Subsidiary A and Company entered into lock-up agreements, each being referred to as a “Lock-Up Agreement,” with each of the shareholders of Company that are not parties to the Company Shareholder Support Agreement, pursuant to which, among other things, each such Company shareholder agrees not to transfer, for a period of six months following February 22, 2024, certain Ordinary Shares that the Company shareholder will hold following the Closing, on the terms and subject to the conditions set forth in the Lock-Up Agreements. The number of shares issued and outstanding as of December 31, 2023, and 2022 is 474,621,603 ordinary shares. On January 31, 2023, Company entered into a distribution agreement with Subsidiary F, a wholly owned subsidiary of Subsidiary D and ultimately controlled by the Controlling Shareholder of the Company. Pursuant to this agreement, Company was appointed as the exclusive global distributor to distribute certain models of vehicles and to provide after-sale services, as well as brand, marketing, and public relations for such vehicles distributed by Company since January 31, 2023, for a cash consideration of GBP18,055 (equivalent to US$22,296). The Company determined that the acquisition of distribution rights did not result in a change in the reporting entity and was accounted for prospectively from the date of the transfer. The acquisition of the distribution rights was accounted for as a transaction between entities under common control, with the asset recognized at the historical cost of the ultimate parent. The difference between the purchase price of US$22,296 and the historical cost of nil was recorded as a distribution to shareholders in additional paid-in capital. By: /s/ Person A  
Name: Person A  
Title: Director and Chief Financial Officer THE SYMBOL “[REDACTED]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL, AND (II) IS THE TYPE THAT Company TREATS AS PRIVATE OR CONFIDENTIAL. Counterparty A Subsidiary A SHARE SALE AND TRANSFER AGREEMENT relating to the sale and transfer of shares in Subsidiary C THIS SHARE SALE AND TRANSFER AGREEMENT (the “Agreement”) is made on September 27, 2024 (the “Signing Date”) The following diagram illustrates Company's corporate structure, including its principal and other subsidiaries as of the date of this prospectus: Company is not an operating company but a Cayman Islands holding company. Company conducts its operations through its subsidiaries in China and Europe, and for the periods ended prior to the Restructuring, also through the former Variable Interest Entity (VIE) and its subsidiaries based in mainland China. Following the Restructuring, Company's operations in mainland China are currently conducted by its mainland China subsidiaries. The securities registered herein are securities of Company, not those of its operating subsidiaries. Therefore, investors in Company are not acquiring equity interest in any operating company but instead are acquiring interest in a Cayman Islands holding company. The following table sets forth information regarding the beneficial ownership of Company's Ordinary Shares as of the date of this prospectus: ● each individual who beneficially owns 5.0% or more of the outstanding Ordinary Shares; ● each individual who is an executive officer or director; and  
● all executive officers and directors as a collective group. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power to receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by an individual and the percentage ownership of that individual, shares that the individual has the right to acquire within 60 days are included, including through the exercise of Warrants or any option or other right or the conversion of any other security. However, these shares are not included in the computation of the percentage ownership of any other individual. On February 22, 2024, these convertible notes were automatically converted into a total of 2,433,912 Ordinary Shares. In January 2023, Company issued put options to each of Counterparty A and Counterparty B at nil consideration. Pursuant to the put option agreements, each of Counterparty A and Counterparty B will have an option to require Company to purchase the equity interests held by Counterparty A and Counterparty B in Subsidiary C, the immediate parent of Subsidiary D, between April 1, 2025 and June 30, 2025, at a pre-agreed price. The exercise price will be settled with Ordinary Shares. In November 2022, the former VIE’s subsidiary, Subsidiary E, entered into an exchangeable note agreement with Investor A. Pursuant to the agreement, Subsidiary E is entitled to issue exchangeable notes to obtain financing from Investor A. Each tranche of the exchangeable notes is scheduled to mature on the five-year anniversary date of issuance. With the consent of Investor A, each tranche of the exchangeable notes is eligible for two extensions, and each extension shall not exceed one year. Company is not an operating company but a Cayman Islands holding company. Company conducts its operations through its subsidiaries in China and Europe, and for the periods ended prior to the Restructuring, also through the former Variable Interest Entity (VIE) and its subsidiaries based in mainland China. Following the Restructuring, the operations in mainland China are currently conducted by the mainland China subsidiaries. The securities registered herein are securities of Company, not those of its operating subsidiaries. Therefore, investors in Company are not acquiring equity interest in any operating company but instead are acquiring interest in a Cayman Islands holding company. Company conducts its operations through its subsidiaries in China and Europe, and the operations in mainland China are currently conducted by the mainland China subsidiaries. Prior to 2023, Company relied on contractual arrangements among the Wholly Foreign-Owned Enterprise (WFOE), the former Variable Interest Entity (VIE), and its nominee shareholders to direct the business operations of the former VIE and its subsidiaries. As a result, for the periods ended prior to the Restructuring, the former VIE’s financial results are consolidated in Company's consolidated and combined financial statements under U.S. GAAP for accounting purposes. On November 13, 2023, LCAA, the Founder Shareholders, and Company entered into an Amendment to the Sponsor Support Agreement, which reflects the deletion of the provisions on forfeiture of 20% of the LCAA Class B Ordinary Shares in connection with the Sponsor’s affiliates’ participation in the PIPE Financing (and related covenant and lock-up release mechanism) and provides that, in addition to the 10% of the LCAA Class B Ordinary Shares which are subject to the earn-out arrangement described above, all or a portion of (as reasonably determined by Company in good faith) an additional 20% of the LCAA Class B Ordinary Shares will remain unvested at the Closing and become vested upon each occurrence of (a) the commencement or official announcement of any additional Business Collaboration, or (b) an approved commitment to invest in Company or one of its subsidiaries by an investor introduced or facilitated by the Sponsor or its affiliate, in each case, within 18 months of the Closing. [Table Level]
- Table Title: Ownership Structure of Shares Outstanding
- Table Summary: This table outlines the distribution of shares among different stakeholders of Company, highlighting both the number of shares and the percentage they represent of the total shares outstanding. It provides insights into the ownership stakes of various groups, such as Counterparty A Ordinary Shareholders, Merger Financing Investors, and others.
- Context: Before the table, it details amendments to a Sponsor Support Agreement affecting Sponsor Shares' vesting and earn-out conditions. After the table, it explains specifics about exchangeable notes, options, and shares issuable under the 2022 Share Incentive Plan.
- Special Notes: Footnotes indicate special calculations or conditions affecting certain shareholder categories, such as exclusions for exercisable options or details regarding convertible notes.

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

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

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

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

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

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

Row 7: "The total shares outstanding amount to 676,735,814, with all listed percentages summing to 100%." Subsidiary C is a world-class engineering facility in electric mobility. As a part of Company's international research and development network, Subsidiary C develops new products and solutions for a new era of premium performance driving and participates in the development of Company's high-end technology, such as regional development for advanced driver-assistance systems (ADAS), electric powertrain architecture, digital vehicle dynamics, vehicle hardware, and intelligent cabin systems. Subsidiary C adopts an agile organizational structure where its members can work in different teams based on the focuses of various phases of the project. Subsidiary C operates in three main areas: ● The global development team oversees global products, including, among others, digital chassis and digital vehicle dynamics. This team has assisted with component integration, durability testing, certification and homologation, as well as electric vehicle management systems. ● The regional development and delivery team collaborates with the U.K. and China teams and is responsible for global research and development platform deployment and specification development, catering to regional customer needs. This team is also responsible for ensuring compliance of the company's products with legal and regulatory requirements, including, among others, analyzing local legislation, managing data centers, and addressing cybersecurity matters. [Table Level]
- Table Title: Consolidated Liabilities, Equity, and Shareholders' Deficit
- Table Summary: The table provides a breakdown of Company's financial liabilities, equity, and shareholders' deficit as of June 30, 2024, and December 31, 2023. It categorizes liabilities into non-current and outlines mezzanine equity and shareholders' deficit separately. It also includes details on commitments, contingencies, and equity specifics.
- Context: The table is part of Company's financial statements, prepared using consistent accounting policies, detailing the company's liabilities and equity structure with notable figures as of the specified dates.
- Special Notes: All amounts are in thousands of US dollars. Share details are based on the US$0.00001 par value per share. Redemption values for convertible preferred shares are included, with accompanying liquidation preferences.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Row 25: Total liabilities, mezzanine equity, and shareholders' deficit combined were $2,506,254 as of June 30, 2024, compared to $1,584,678 by the end of 2023. Based on Company's assets and income, Company does not expect to be a PFIC for the current taxable year or foreseeable future taxable years. However, the facts on which any determination of PFIC status is based are not known until the close of each taxable year in question. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to Company and the risks of owning equity securities in a company that may be a PFIC. See “Taxation   —   U.S. Federal Income Tax Considerations   —   Passive Foreign Investment Company Considerations.” On September 16, 2024, Company entered into the Purchase Agreement and the Registration Rights Agreement with Counterparty A, pursuant to which Counterparty A has committed to purchase up to US$350 million of American Depositary Shares (ADSs), at Company's direction from time to time after the date of this prospectus, subject to the satisfaction of the conditions in the Purchase Agreement. On September 16, 2024, Company entered into the Purchase Agreement with Counterparty A, pursuant to which Counterparty A has committed to purchase up to US$350 million of American Depositary Shares (ADSs), or the Total VWAP Purchase Commitment, at Company's direction from time to time after the date of this prospectus, subject to the satisfaction of certain conditions set forth in the Purchase Agreement. Also on September 16, 2024, Company entered into a registration rights agreement, or the Registration Rights Agreement, with Counterparty A pursuant to which Company has filed with the SEC the registration statement that includes this prospectus. *[Table Level]
- Table Title: Ownership of Ordinary Shares by Directors, Executive Officers, and 5.0% Shareholders
- Table Summary: The table provides an overview of the ownership of ordinary shares by specific directors, executive officers, and major shareholders. It details both the number of ordinary shares held and the percentage of beneficial ownership or voting power associated with each party.
- Context: The preceding context explains that the ownership percentages are based on a total of 677,231,538 ordinary shares that are issued and outstanding. Various warrants and convertible notes also contribute to the total as of the date of this prospectus.
- Special Notes: Footnotes indicate further details about specific shareholders and disclaimer of beneficial ownership for Person A with respect to his involvement in Subsidiary A.

[Row Level]
Row 1: Person A holds 14,398,660 ordinary shares, representing 2.1% of beneficial ownership or voting power.
Row 2: Person B owns 57,061,196 ordinary shares, corresponding to 8.4% of the beneficial ownership or voting power.
Row 3-7: Other directors, such as Person C, Person D, Person E, Person F, and Person G, have unspecified ownership values, indicated by asterisks.
Row 8: All directors and executive officers as a group hold a total of 72,819,517 ordinary shares, with a combined voting power of 10.8%.
Row 9: Subsidiary A is attributed with 186,648,945 ordinary shares, equating to 27.6% of beneficial ownership.
Row 10: Counterparty B has 156,236,329 ordinary shares, making up 23.1% of the ownership.
Row 11: Subsidiary B possesses 108,740,886 ordinary shares, or 16.1% of the voting power.
Row 12: Investor A holds 50,000,000 ordinary shares, representing 7.4%.
Row 13: Subsidiary C has 47,995,443 ordinary shares, amounting to 7.1%.
Row 14: Investor B holds 44,997,886 ordinary shares, corresponding to 6.6% of the beneficial ownership. Company conducts its operations through its subsidiaries in China and Europe, and its operations in mainland China are currently conducted by its mainland China subsidiaries. Prior to 2023, Company relied on contractual arrangements among the Wholly Foreign-Owned Enterprise (WFOE), the former Variable Interest Entity (VIE), and its nominee shareholders to direct the business operations of the former VIE and its subsidiaries. As a result, for the periods ended prior to the Restructuring, the former VIE’s financial results are consolidated in Company's consolidated and combined financial statements under U.S. GAAP for accounting purposes. In connection with the Restructuring, the Wholly Foreign-Owned Enterprise (WFOE), the former Variable Interest Entity (VIE), and nominee shareholders of the former VIE entered into the VIE Restructuring Agreements in early 2023, pursuant to which, (i) the WFOE acquired 100% equity interest in Subsidiary A and Subsidiary B, each being a subsidiary of the former VIE; (ii) except for the ICP license, all of the former VIE’s assets and liabilities, including its business contracts, intellectual properties, and employees, were transferred to the WFOE or subsidiaries of the WFOE at nil consideration; and (iii) the VIE Agreements were terminated. 333-279108) filed with the SEC on May 3, 2024)  
4.7 Registration and Shareholder Rights Agreement, dated as of March 10, 2021, by and among Counterparty A, Counterparty B, and certain shareholders of Counterparty A (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form F-4 (File No. 333-275001) filed with the SEC on October 16, 2023)  
4.8† Registration Rights Agreement, dated as of February 22, 2024, by and among Company, Counterparty B, and other parties named therein (incorporated by reference to Exhibit 4.8 to the Registration Statement on Form F-1 (File No. 333-279108) filed with the SEC on May 3, 2024)  
5.1\* Opinion of Counterparty C as to the validity of ordinary shares of Company.  
10.1 Investment Management Trust Agreement, dated as of March 10, 2021, by and between Counterparty D and Counterparty A (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form F-4 (File No. Before the stock dividend, Company had 216,700,000 ordinary shares and 2,407,778 Series Pre-A Preferred Shares issued and outstanding, with a par value of US$0.00001 per share. After the stock dividend, Company had 2,167,000,000 ordinary shares and 24,077,780 Series Pre-A Preferred Shares issued and outstanding. Since early 2023, Company has been implementing the Restructuring. As of the date of this prospectus, Company’s operations in mainland China are conducted by its mainland China subsidiaries, and Company does not have any Variable Interest Entity (VIE) structure. The following diagram illustrates Company's corporate structure, including its principal and other subsidiaries as of the date of this prospectus: As consideration for Counterparty A’s commitment to purchase the American Depositary Shares (ADSs) upon the terms of and subject to satisfaction of the conditions set forth in the Purchase Agreement, Company issued 700,000 Ordinary Shares, or the Commitment Ordinary Shares, to Counterparty A on September 19, 2024. Counterparty A has agreed that the total amount of Commitment ADSs Counterparty A will sell on any trading day will not exceed 10% of the average daily trading volume in the ADSs on Nasdaq during the five trading days immediately preceding such trading day. The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations of the parties involved. The representations, warranties, and covenants contained in such agreements were made solely for the purposes of those agreements and as of specific dates, were exclusively for the benefit of the parties to those agreements and the depositary, and may be subject to limitations agreed upon by the contracting parties. Company does not know what the purchase price for the ADSs will be and therefore cannot be certain as to the number of ADSs that may be issued to Counterparty A under the Purchase Agreement after the Commencement Date. Concurrent with the execution of the Original Merger Agreement, on January 31, 2023, Company (Company) entered into a put option agreement with each of Counterparty A and Counterparty B, pursuant to which each of Counterparty A and Counterparty B is granted the right to require Company to purchase all of the equity interests held by each of Counterparty A and Counterparty B in Subsidiary A, the parent company of Subsidiary B, at a pre-agreed price which will be calculated based on the total revenue of Subsidiary C for the year of 2024 adjusted to exclude net debt, at a future date during the period from April 1, 2025, to June 30, 2025, and contingent upon satisfaction of certain pre-agreed conditions. On January 31, 2023, concurrently with the execution of the Original Merger Agreement, Subsidiary A, the Subsidiary A Founder Shareholders, and Company entered into the Sponsor Support Agreement, which was amended by the parties thereto on November 13, 2023. Pursuant to this agreement, each Subsidiary A Founder Shareholder has agreed, among other things and subject to the terms and conditions set forth therein, not to transfer any Ordinary Shares or Warrants (including any Ordinary Shares underlying such Warrants) held by such Subsidiary A Founder Shareholder immediately after the First Effective Time, if any, for a period of six months after February 22, 2024, subject to certain exceptions. The Sponsor also agreed to use commercially reasonable efforts to facilitate discussions between Company and entities holding brands that may be approved by Company from time to time, each being referred to as a “Cooperating Entity,” with respect to potential collaborations between Company and a Cooperating Entity in connection with the following activities of Company: product development, marketing, customer engagement, retail space, and technology infrastructure development. [Table Level]
- Table Title: Signatures of Company. Key Personnel
- Table Summary: This table lists the signatures, capacities, and signing dates of key personnel at Company., as part of the company's registration statement. It provides insight into the roles and responsibilities of each individual within the organization.
- Context: The table is part of a registration document for Company. filed with the Securities and Exchange Commission, authorizing representatives to undertake certain actions on behalf of Company.
- Special Notes: All entries are dated September 19, 2024.

[Row Level]
Row 1: Person A, identified by the signature "/s/ Person A," is the Director and Chairman of the Board of Directors. The signing date is September 19, 2024.

Row 2: Person B, identified by the signature "/s/ Person B," holds the position of Director and Chief Executive Officer (Principal Executive Officer). The signing date is September 19, 2024.

Row 3: Person C, identified by the signature "/s/ Person C," serves as Director and Chief Financial Officer (Principal Financial and Accounting Officer). The signing date is September 19, 2024.

Row 4: Person D, identified by the signature "/s/ Person D," holds the position of Director. The signing date is September 19, 2024.

Row 5: Person E, identified by the signature "/s/ Person E," serves as Director. The signing date is September 19, 2024.

Row 6: Person F, identified by the signature "/s/ Person F," is an Independent Director. The signing date is September 19, 2024.

Row 7: Person G, identified by the signature "/s/ Person G," is also an Independent Director. The signing date is September 19, 2024. [Table Level]
- Table Title: Ownership Details of Selling Securityholders
- Table Summary: The table provides detailed information about the ordinary shares and warrants held by various selling securityholders before and after a specific offering, including the quantities of securities to be sold during the offering. It highlights each securityholder's percentage of ownership both before and after the offering, alongside the number of ordinary shares and warrants involved.
- Context: The table assesses the beneficial ownership of ordinary shares and warrants as per SEC regulations, offering insights into the shares each securityholder plans to sell. Additional securityholder details will be updated in the future as needed.
- Special Notes: Percentages are based on beneficial ownership rules. Certain values are marked with asterisks to denote special conditions.

[Row Level]

Row 1: Subsidiary A owns 186,648,945 ordinary shares, representing 27.6% ownership before the offering. Subsidiary A plans to sell all of these shares during the offering, resulting in no remaining beneficial ownership after the sale.

Row 2: Subsidiary B holds 108,740,886 ordinary shares or 16.1% of ownership before the offering. Subsidiary B intends to sell all shares, leaving them with no further ownership.

Row 3: Counterparty A owns 156,236,329 ordinary shares, making up 23.1% of ownership. These shares will be fully sold in the offering.

Row 4: Subsidiary C holds 47,995,443 shares, intending to sell all during the offering; initially holds no specific percentage.

Row 5: Investor B holds 22,144,919 shares, representing 3.3% ownership, all to be sold in the offering.

Row 6: Investor C has 13,407,260 shares, with 2.0% ownership, and intends to sell all shares in the offering.

Row 7: Investor D owns 5,332,827 shares, with percentages not specified, all marked for sale.

Row 8: Investor E has 3,523,000 shares with unspecified percentages and aims to sell all.

Row 9: Investor F owns 44,997,886 shares (6.6% ownership). All shares are to be sold.

Row 10: Investor G holds 2,818,400 shares, percentage not specified, with intent to sell the complete holding.

Row 11: Investor H owns 954,789 shares, all marked for sale, without a specified ownership percentage.

Row 12: Investor I has 4,200,424 shares, plans to sell all without specified percentage.

Row 13: Investor J holds 13,956,759 shares, accounting for 2.1% ownership, fully saleable.

Row 14: Investor K has 105,874 shares with unspecified percentages, all for sale.

Row 15: Investor L holds 311,047 shares, intended for full sale, with no ownership percentage specified.

Row 16: Investor M has 340,620 shares, also for full sale without a specified ownership percentage.

Row 17: Vendor A owns 577,456 shares, intended to be fully sold, without specified ownership.

Row 18: Investor N holds 721,582 shares, also committing to full sale.

Row 19: Investor O holds 1,011,132 shares, fully intended for sale.

Row 20: Investor P holds 1,500,000 shares, marked for sale with no ownership percentage given.

Row 21: Investor Q has 2,782,415 shares, all intended for sale.

Row 22: Investor R owns 50,000,000 shares with 7.4% ownership, all planned to be sold.

Row 23: Person A holds 25,000 shares intended for complete sale, with unspecified ownership.

Row 24: Person B owns 25,000 shares, committed to full sale.

Row 25: Person C has 25,000 shares, intended for sale.

Row 26: Investor S holds 7,087,718 shares, 1.0% ownership pre-offering, plans to sell 5,486,784 shares, retaining 1,600,934 shares post-offering, constituting 1.0% ownership post-sale. On November 11, 2021, Company issued 95,990,886 ordinary shares to Subsidiary A, which is ultimately 100% owned by Counterparty A, at US$0.70, with total consideration of US$67,566, which was fully paid as of December 31, 2022. On September 24, 2021, Counterparty B, through Subsidiary B, subscribed for a 33.33% equity interest in the Wholly Foreign-Owned Enterprise (WFOE) with total consideration of RMB650,100 (equivalent to US$100,690) and paid up on September 28, 2021. On November 11, 2021, Company issued 143,986,329 ordinary shares to Counterparty B through the exchange of 100% equity interest in Subsidiary B held by Counterparty B. On December 24, 2021, Company issued 47,995,443 ordinary shares to Subsidiary C for the "Company" trademark licenses with a fair value of US$116,041 licensed by Subsidiary D, a wholly owned subsidiary of Subsidiary C. As noted in Note 1(b), following the Merger Transaction, Company's Articles were amended. As such, the shares and corresponding capital amounts and loss per share prior to the Merger have been retroactively adjusted. The new authorized shares of Company are US$50 divided into 5,000,000,000 shares comprising ordinary shares with a par value of US$0.00001 each. [Table Level]
- Table Title: Beneficial Ownership of Shares
- Table Summary: The table presents the beneficial ownership of ordinary shares, detailing the number of shares and the percentage of beneficial ownership or voting power for directors, executive officers, and significant shareholders. It distinguishes between individual directors and executives and grouped entities holding more than 5% of shares.
- Context: Beneficial ownership is calculated according to SEC rules, including shares acquirable within 60 days. These figures ensure that ownership percentages reflect current and potential holdings without attributing acquirable shares to others.
- Special Notes: Footnotes provide additional details about specific entities and disclaimers on indirect pecuniary interests.

[Row Level]
Row 1: Person A holds 14,398,660 ordinary shares, corresponding to 2.1% of beneficial ownership.
Row 2: Person B owns 57,061,196 ordinary shares, translating to 8.4% of voting power.
Row 3: The shares and percentage for Person C are not specified.
Row 4: No shares or ownership percentage are listed for Person D.
Row 5: Person E does not have any shares or ownership percentage listed.
Row 6: Person F's shares and ownership percentage are unlisted.
Row 7: Person G does not have specified shares or ownership percentage.
Row 8: All directors and executive officers as a group collectively own 72,813,749 shares, with a total beneficial ownership of 10.8%.
Row 9: Subsidiary A holds 186,648,945 shares, representing 27.6% ownership.
Row 10: Counterparty B has 156,236,329 shares, corresponding to 23.1% ownership.
Row 11: Subsidiary B owns 108,740,886 shares, equivalent to 16.1%.
Row 12: Investor A holds 50,000,000 shares, which is 7.4% of the beneficial ownership.
Row 13: Subsidiary C has 47,995,443 shares, reflecting 7.1% ownership.
Row 14: Subsidiary D owns 44,997,886 shares, amounting to 6.6% of the ownership. On November 12, 2021, the former Variable Interest Entity (VIE) and a third party established Ningbo Robotics Co., Ltd., or Ningbo Robotics, in which the former VIE held a 60% equity interest. In March 2022, the former VIE transferred its 60% legal equity interest in Ningbo Robotics to its then wholly-owned subsidiary, Sanya Company Venture Capital Co., Ltd. On March 15, 2022, Company declared a 10-for-1 stock split in the form of a stock dividend, which was distributed to all shareholders of Company in proportion to their respective shareholdings in Company. Before the stock dividend, Company had 216,700,000 ordinary shares and 2,407,778 Series Pre-A Preferred Shares issued and outstanding, with a par value of US$0.00001 per share. After the stock dividend, Company had 2,167,000,000 ordinary shares and 24,077,780 Series Pre-A Preferred Shares issued and outstanding. Since early 2023, Company has been implementing the Restructuring. As of the date of this prospectus, Company’s operations in mainland China are conducted by its mainland China subsidiaries, and Company does not have any Variable Interest Entity (VIE) structure. In connection with and following the execution of the Original Merger Agreement, LCAA and Company entered into lock-up agreements, each being referred to as a “Lock-Up Agreement,” with each of the shareholders of Company that are not parties to the Company Shareholder Support Agreement, pursuant to which, among other things, each such Company shareholder agrees not to transfer, for a period of six months following February 22, 2024, certain Ordinary Shares that the Company shareholder will hold following the Closing, on the terms and subject to the conditions set forth in the Lock-Up Agreements. On February 22, 2024, Company (Company) and the LCAA Founder Shareholders entered into a registration rights agreement, which provides for the customary registration rights of the LCAA Founder Shareholders. Actual sales of ADSs to Counterparty A will depend on a variety of factors to be determined by Company from time to time, including, among others, market conditions, trading price of the ADSs, and determinations by Company as to the appropriate sources of funding for its operations. Company does not know what the purchase price for the American Depositary Shares (ADSs) will be and therefore cannot be certain as to the number of ADSs that might be issued to Counterparty A under the Purchase Agreement after the Commencement Date. Although the Purchase Agreement provides that Company may sell up to US$350 million of the ADSs to Counterparty A, only 44,450,000 ADSs are being registered under the Securities Act for resale by Counterparty A under this prospectus, which represent (i) 700,000 Commitment ADSs representing the Commitment Ordinary Shares that Company issued to Counterparty A on September 19, 2024, as consideration for its irrevocable commitment to purchase ADSs under the Purchase Agreement, and (ii) up to 43,750,000 ADSs that may be issued to Counterparty A from and after the Commencement Date, if and when Company sells ADSs to Counterparty A under the Purchase Agreement.