LOT

Business Context and Reporting Period

Company: Lotus Technology Inc.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Date: March 28, 2025
Principal Office: Shanghai, People's Republic of China
Context: The Company entered into an Amended and Restated Share Buyback Agreement (A&R SBA) with Meritz Securities Co., Ltd. and its subsidiary, Lotus EV Limited, to repurchase 17,500,000 American Depositary Shares (ADSs) previously issued to Meritz during the Company's business combination in February 2024.

Key Financial Metrics

The filing does not provide standard financial statements (revenue, profit, cash flow, or margins). Key financial terms related to the transaction are as follows:

• Transaction Volume: 17,500,000 ADSs (representing 17,500,000 Ordinary Shares).
• SBA Deposit: US$150,937,500.
• Remaining Repurchase Price: Calculated to provide Meritz with a 12.5% Internal Rate of Return (IRR) on US$48,109,420 for the period between March 28, 2025, and the Closing date.
• Debt/Liquidity Covenants Removed: Upon closing, the obligation to maintain US$175 million in unrestricted cash and the requirement to deposit additional collateral based on ADS price fluctuations will terminate.

Material Changes

The execution of the A&R SBA results in the following material changes to the Company's obligations under the original Subscription Agreement:

• Termination of Cash Maintenance: The requirement to hold US$175 million of unrestricted cash at the end of each fiscal quarter is eliminated upon closing.
• Termination of Call Option: The Company's option to acquire certain Meritz Shares at US$14.00 per share (triggered if the 5-day average closing price exceeds US$14.00) is terminated.
• Termination of Collateral Requirements: The obligation to deposit additional cash as collateral in a restricted account to secure obligations based on ADS price changes is terminated.

Guidance, Outlook, and Risks

Payment Schedule and Closing:

• Deposit Deadline: The SBA Deposit of US$150,937,500 must be paid on or before April 30, 2025.
• Closing Deadline: The transaction must close on or before September 30, 2025.

Risks and Contingencies:

• Default Consequences: Failure to pay the deposit by April 30, 2025, or failure to close by September 30, 2025 (unless caused by Meritz's failure to satisfy conditions) will trigger an event of default.
• Enforcement Actions: In the event of a default on September 30, 2025, Meritz may enforce security interests, including the transfer and pledge of 12,689,058 ADSs to the Subsidiary and enforcement of 7,000,000 Ordinary Shares charged by Lotus Advanced Technology Limited Partnership.
• Termination Rights: Meritz retains the right to terminate the A&R SBA in the event of a default.

Management Commentary: The filing contains no forward-looking guidance regarding future revenue, earnings, or strategic outlook beyond the terms of the buyback agreement.

Investor Verification Checklist

• Verify the Company's ability to fund the US$150,937,500 SBA Deposit by April 30, 2025.
• Confirm the Company's liquidity position to ensure the remaining repurchase price (plus accrued interest) can be paid by September 30, 2025.
• Review the impact of the terminated US$175 million cash maintenance covenant on the Company's future capital allocation strategy.
• Assess the risk of default and the potential loss of 12,689,058 ADSs and 7,000,000 Ordinary Shares if closing conditions are not met.
• Examine the full text of Exhibit 10.1 (Amended and Restated Share Buyback Agreement) for detailed representations and warranties.