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Filed by Lotus Technology Inc. |
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Pursuant to Rule 425 under the Securities Act of 1933, |
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as amended, and deemed filed pursuant to Rule 14a-12 |
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under the Securities Exchange Act of 1934, as amended |
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Subject Company: L Catterton Asia Acquisition Corp |
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Commission File No.: 001-40196 |
LOTUS TECH
group-lotus.com
Lotus
Technology Enters into Agreements for $122M with Strategic Partners and Business Partners
New York and Singapore – April
28, 2023 – Lotus Technology Inc. (“Lotus Tech” or the “Company”), a leading global luxury electric
vehicle maker, announced today that it has entered into agreements with strategic partners and business partners for a total investment
amount of approximately $122 million, which are subject to customary terms and conditions (including regulatory approvals) included in
the definitive documentation. The financing marks a robust start to the Company's ongoing fundraising and a major milestone in its planned
business combination with L Catterton Asia Acquisition Corp (“LCAA”) (NASDAQ: LCAA), a special purpose acquisition
company formed by affiliates of L Catterton, a leading global consumer-focused investment firm.
The financing demonstrates the strength of market
confidence in Lotus Tech as the Company progresses to complete the previously announced business combination, which is expected to close
later this year. The funds expected to be provided by the financing are intended to be used to further advance Lotus Tech’s development
of next-generation automobility technologies, continue the Company's expansion of its global distribution network, and promote product
innovation.
The global luxury electric vehicle market
is expected to expand at a compound annual growth rate of 35% between 2021 and 2031, reaching over 1.9 million units by the end of that
period.1 "As an early mover in the market, Lotus Tech is well-positioned to address unfilled demand and capitalize on
the segment’s rapid growth. Our strategic partners are eager to contribute to our development with additional capital,” said
Mr. Qingfeng Feng, Chief Executive Officer of Lotus Tech.
“We are encouraged by this support from
our strategic partners as they continue to invest and demonstrate confidence in our performance and growth potential,” added Mr.
Feng. “Beyond providing capital, our strategic partners' extensive global relationships and deep industry expertise will help accelerate
our business and technology development and product roll-out. We look forward to further executing our strategy and steering the industry
towards a more sustainable future."
Overview of the Transactions Contemplated by the Business Combination
On January 31, 2023, Lotus Tech and L
Catterton Asia Acquisition Corp announced the signing of a definitive agreement related to a proposed business combination that would
result in Lotus Tech becoming a public company. Upon completion of the business combination, the combined company is expected to retain
Lotus Tech's name as “Lotus Technology Inc.” and its ordinary shares are expected to be listed on the Nasdaq under the ticker
symbol “LOT.”
About Lotus Technology
Lotus Technology Inc., headquartered
in Wuhan, China, has operations across China, the UK, and the EU. The Company is dedicated to delivering luxury lifestyle battery electric
vehicles including SUVs and sedans with a focus on world-class R&D in next-generation automobility technologies such as electrification,
digitalisation and more. For more information about Lotus Technology Inc., please visit www.group-lotus.com.
About L Catterton Asia Acquisition Corp
L Catterton Asia Acquisition Corp (NASDAQ: LCAA) is a
blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses or entities. While it may pursue an initial target business in any industry
or sector, it has focused its search on high-growth, consumer technology sectors across Asia. For more information about L Catterton
Asia Acquisition Corp, please visit www.lcaac.com.
1 According to research by Oliver Wyman, LLC.
LOTUS TECH
group-lotus.com
About L Catterton
L Catterton is a market-leading consumer-focused
investment firm, managing approximately $33 billion of equity capital across three multi-product platforms: private equity, credit and
real estate. Leveraging deep category insight, operational excellence, and a broad network of strategic relationships, L Catterton's
team of more than 200 investment and operating professionals across 17 offices partners with management teams to drive differentiated
value creation across its portfolio. Founded in 1989, the firm has made over 250 investments in some of the world's most iconic consumer
brands. For more information about L Catterton, please visit lcatterton.com.
Forward-Looking Statements
This press release (the “Press Release”) contains forward-looking
statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section
21E of the U.S. Securities Exchange Act of 1934, that are based on beliefs and assumptions and on information currently available to Lotus
Tech and LCAA. All statements other than statements of historical fact contained in this Press Release are forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”,
“intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”,
“potential”, “forecast”, “plan”, “seek”, “future”, “propose” or
“continue”, or the negatives of these terms or variations of them or similar terminology although not all forward-looking
statements contain such terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could
cause actual results to differ materially from those expressed or implied by such forward looking statements.
LOTUS TECH
group-lotus.com
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by LCAA and its management, and Lotus Tech and its management, as the case may
be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of
definitive agreements with respect to the proposed Business Combination between LCAA, Lotus Tech and the other parties
thereto (the “Business Combination”); (2) the outcome of any legal proceedings that may be instituted against LCAA,
the Combined Company or others following the announcement of the Business Combination and any definitive agreements with respect
thereto; (3) the amount of redemption requests made by LCAA public shareholders and the inability to complete the
Business Combination due to the failure to obtain approval of the shareholders of LCAA, to obtain financing to complete the
Business Combination or to satisfy other conditions to closing and; (4) changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards following the
consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of
the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the
anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the
Combined Company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management
and key employees; (8) costs related to the Business Combination; (9) risks associated with changes in applicable laws or
regulations and Lotus Tech’s international operations; (10) the possibility that Lotus Tech or the Combined Company may
be adversely affected by other economic, business, and/or competitive factors; (11) Lotus Tech’s estimates of expenses
and profitability; (12) Lotus Tech’s ability to maintain agreements or partnerships with its strategic partner Geely
Holding and to develop new agreements or partnerships; (13) Lotus Tech’s ability to maintain relationships with its
existing suppliers and strategic partners, and source new suppliers for its critical components, and to complete building out its
supply chain, while effectively managing the risks due to such relationships; (14) Lotus Tech’s reliance on its
partnerships with vehicle charging networks to provide charging solutions for its vehicles and its strategic partners for servicing
its vehicles and their integrated software; (15) Lotus Tech’s ability to establish its brand and capture additional
market share, and the risks associated with negative press or reputational harm, including from lithium-ion battery cells
catching fire or venting smoke; (16) delays in the design, manufacture, launch and financing of Lotus Tech’s vehicles and
Lotus Tech’s reliance on a limited number of vehicle models to generate revenues; (17) Lotus Tech’s ability to
continuously and rapidly innovate, develop and market new products; (18) risks related to future market adoption of Lotus
Tech’s offerings; (19) increases in costs, disruption of supply or shortage of materials, in particular
for lithium-ion cells or semiconductors; (20) Lotus Tech’s reliance on its partners to manufacture vehicles at
a high volume, some of which have limited experience in producing electric vehicles, and on the allocation of sufficient production
capacity to Lotus Tech by its partners in order for Lotus Tech to be able to increase its vehicle production capacities;
(21) risks related to Lotus Tech’s distribution model; (22) the effects of competition and the high barriers to
entry in the automotive industry, and the pace and depth of electric vehicle adoption generally on Lotus Tech’s future
business; (23) changes in regulatory requirements, governmental incentives and fuel and energy prices; (24) the impact of
the global COVID-19 pandemic on LCAA, Lotus Tech, Lotus Tech’s post business combination’s projected
results of operations, financial performance or other financial metrics, or on any of the foregoing risks; and (25) other risks
and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in LCAA’s final prospectus relating to its initial public offering (File No. 333-253334) declared
effective by the SEC on March 10, 2021, and other documents filed, or to be filed, with the U.S. Securities and Exchange
Commission (the “SEC”) by LCAA or Lotus Tech, including the Registration/Proxy Statement (as defined below).
There may be additional risks that neither LCAA nor Lotus Tech presently know or that LCAA or Lotus Tech currently
believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements.
Nothing in this Press Release should be regarded as a representation
by any person that the forward-looking statements set forth herein will be achieved in any specified time frame, or at all, or that any
of the contemplated results of such forward-looking statements will be achieved in any specified time frame, or at all. The forward-looking
statements in this Press Release represent the views of LCAA and Lotus Tech as of the date they are made. While LCAA and
Lotus Tech may update these forward-looking statements in the future, LCAA and Lotus Tech specifically disclaim any obligation
to do so, except to the extent required by applicable law. You should not place undue reliance on forward-looking statements.
Projections
Lotus Tech’s independent auditors have not audited, reviewed,
compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Press Release, and accordingly,
they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Press Release. These
projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the
prospective financial information are inherently uncertain and are subject to a wide variety of significant business, economic and competitive
risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information.
While such information and projections are necessarily speculative, LCAA and Lotus Tech believe that the preparation of prospective
financial information involves increasingly higher levels of uncertainty the further out the projection extends from the date of preparation.
Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Lotus Tech or that actual
results will not differ materially from those presented in the prospective financial information. Inclusion of the prospective financial
information in this Press Release should not be regarded as a representation by any person that the results contained in the prospective
financial information will be achieved.
LOTUS TECH
group-lotus.com
Actual results may differ as a result of the completion of Lotus Tech’s
financial reporting period closing procedures, review adjustments and other developments that may arise between now and the time such
financial information for the period is finalized. As a result, these estimates are preliminary, may change and constitute forward-looking
information and, as a result, are subject to risks and uncertainties. Neither Lotus Tech’s nor LCAA’s independent registered
accounting firm has audited, reviewed or compiled, examined or performed any procedures with respect to the preliminary results, nor have
they expressed any opinion or any other form of assurance on the preliminary financial information.
Additional Information
In connection with the proposed Business Combination,
(i) Lotus Tech is expected to file with the SEC a registration statement on Form F-4 containing a preliminary proxy statement
of LCAA and a preliminary prospectus (the “Registration/Proxy Statement”), and (ii) LCAA will file a definitive
proxy statement relating to the proposed Business Combination (the “Definitive Proxy Statement”) and will mail the Definitive
Proxy Statement and other relevant materials to its shareholders after the Registration/Proxy Statement is declared effective. The Registration/Proxy
Statement will contain important information about the proposed Business Combination and the other matters to be voted upon at a meeting
of LCAA shareholders to be held to approve the proposed Business Combination. This Press Release does not contain all the information
that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision
or any other decision in respect of the Business Combination.
Before making any voting or other investment
decisions, securityholders of LCAA and other interested persons are advised to read, when available, the Registration/Proxy Statement
and the amendments thereto and the Definitive Proxy Statement and other documents filed in connection with the proposed Business Combination,
as these materials will contain important information about LCAA, Lotus Tech and the Business Combination. When available,
the Definitive Proxy Statement and other relevant materials for the proposed Business Combination will be mailed to shareholders of LCAA
as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies
of the Registration/Proxy Statement, the Definitive Proxy Statement and other documents filed with the SEC, without charge, once available,
at the SEC’s website at www.sec.gov, or by directing a request to: LCAA, 8 Marina View, Asia Square Tower 1, #41-03, Singapore
018960, attention: Katie Matarazzo.
INVESTMENT IN ANY SECURITIES DESCRIBED
HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
LCAA and Lotus Tech, and certain
of their directors and executive officers, may be deemed participants in the solicitation of proxies from LCAA’s
shareholders with respect to the proposed Business Combination. A list of the names of those directors and executive officers and a
description of their interests in LCAA is set forth in LCAA’s filings with the SEC (including LCAA’s
final prospectus related to its initial public offering (File No. 333-253334) declared effective by the SEC on March
10, 2021), and are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to LCAA, 8
Marina View, Asia Square Tower 1, #41-03, Singapore 018960, attention: Katie Matarazzo. Additional information regarding the
interests of such participants and other persons who may, under the rules of the SEC, be deemed participants in the solicitation of
the shareholders in connection with the proposed Business Combination will be contained in the Registration/Proxy Statement for the
proposed Business Combination when available.
LOTUS TECH
group-lotus.com
No Offer and Non-Solicitation
This Press Release is not a proxy statement
or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and shall
not constitute an offer to sell or a solicitation of an offer to buy the securities of LCAA or Lotus Tech, nor shall there be any
sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act.
Contact Information
For inquiries regarding Lotus Tech
Demi Zhang
ir@group-lotus.com
Brunswick Group
Lotustechmedia@brunswickgroup.com
For inquiries regarding LCAA and/or
L Catterton
Julie Hamilton (U.S.)
media@lcatterton.com
+1 203 742 5185
Bob Ong / Bonnie Gan (Asia)
bob.ong@lcatterton.com / bonnie.gan@lcatterton.com
+65 6672 7619 / +86 10 8555 1807
Forward-Looking Statements
This document contains forward-looking statements within the meaning
of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities
Exchange Act of 1934, that are based on beliefs and assumptions and on information currently available to Lotus Technology Inc. (“Lotus
Tech”) and L Catterton Asia Acquisition Corp (“LCAA”). All statements other than statements of historical
fact contained in this document are forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as “may”, “should”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential”, “forecast”, “plan”,
“seek”, “future”, “propose” or “continue”, or the negatives of these terms or variations
of them or similar terminology although not all forward-looking statements contain such terminology. Such forward-looking statements are
subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied
by such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by LCAA and its management, and Lotus Tech and its management, as the case may
be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are
not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of
definitive agreements with respect to the proposed business combination between LCAA, Lotus Tech and the other parties
thereto (the “Business Combination”); (2) the outcome of any legal proceedings that may be instituted against LCAA,
the combined company or others following the announcement of the Business Combination and any definitive agreements with respect
thereto; (3) the amount of redemption requests made by LCAA public shareholders and the inability to complete the
Business Combination due to the failure to obtain approval of the shareholders of LCAA, to obtain financing to complete the
Business Combination or to satisfy other conditions to closing and; (4) changes to the proposed structure of the Business
Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining
regulatory approval of the Business Combination; (5) the ability to meet stock exchange listing standards following the
consummation of the Business Combination; (6) the risk that the Business Combination disrupts current plans and operations of
the Company as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the
anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management
and key employees; (8) costs related to the Business Combination; (9) risks associated with changes in applicable laws or
regulations and Lotus Tech’s international operations; (10) the possibility that Lotus Tech or the combined company may
be adversely affected by other economic, business, and/or competitive factors; (11) Lotus Tech’s estimates of expenses
and profitability; (12) Lotus Tech’s ability to maintain agreements or partnerships with its strategic partner Geely and
to develop new agreements or partnerships; (13) Lotus Tech’s ability to maintain relationships with its existing
suppliers and strategic partners, and source new suppliers for its critical components, and to complete building out its supply
chain, while effectively managing the risks due to such relationships; (14) Lotus Tech’s reliance on its partnerships
with vehicle charging networks to provide charging solutions for its vehicles and its strategic partners for servicing its vehicles
and their integrated software; (15) Lotus Tech’s ability to establish its brand and capture additional market share, and
the risks associated with negative press or reputational harm, including from lithium-ion battery cells catching fire or
venting smoke; (16) delays in the design, manufacture, launch and financing of Lotus Tech’s vehicles and Lotus
Tech’s reliance on a limited number of vehicle models to generate revenues; (17) Lotus Tech’s ability to
continuously and rapidly innovate, develop and market new products; (18) risks related to future market adoption of Lotus
Tech’s offerings; (19) increases in costs, disruption of supply or shortage of materials, in particular
for lithium-ion cells or semiconductors; (20) Lotus Tech’s reliance on its partners to manufacture vehicles at
a high volume, some of which have limited experience in producing electric vehicles, and on the allocation of sufficient production
capacity to Lotus Tech by its partners in order for Lotus Tech to be able to increase its vehicle production capacities;
(21) risks related to Lotus Tech’s distribution model; (22) the effects of competition and the high barriers to
entry in the automotive industry, and the pace and depth of electric vehicle adoption generally on Lotus Tech’s future
business; (23) changes in regulatory requirements, governmental incentives and fuel and energy prices; (24) the impact of
the global COVID-19 pandemic on LCAA, Lotus Tech, Lotus Tech’s post business combination’s projected
results of operations, financial performance or other financial metrics, or on any of the foregoing risks; and (25) other risks
and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in LCAA’s final prospectus relating to its initial public offering
(File No. 333-253334) declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on
March 10, 2021, and other documents filed, or to be filed, with the SEC by LCAA or Lotus Tech, including a registration
statement on Form F-4 to be filed containing a preliminary proxy statement of LCAA and a preliminary prospectus
(the “Registration/Proxy Statement”). There may be additional risks that neither LCAA nor Lotus Tech presently
know or that LCAA or Lotus Tech currently believe are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements.
Nothing in this document should be regarded as a representation by
any person that the forward-looking statements set forth herein will be achieved in any specified time frame, or at all, or that any of
the contemplated results of such forward-looking statements will be achieved in any specified time frame, or at all. The forward-looking
statements in this document represent the views of LCAA and Lotus Tech as of the date they are made. While LCAA and Lotus
Tech may update these forward-looking statements in the future, LCAA and Lotus Tech specifically disclaim any obligation to do
so, except to the extent required by applicable law. You should not place undue reliance on forward-looking statements.
Additional Information
In connection with the proposed Business Combination,
(i) Lotus Tech is expected to file the Registration/Proxy Statement with the SEC, and (ii) LCAA is expected to file a
definitive proxy statement relating to the proposed Business Combination (the “Definitive Proxy Statement”) and will mail
the Definitive Proxy Statement and other relevant materials to its shareholders after the Registration/Proxy Statement is declared effective.
The Registration/Proxy Statement will contain important information about the proposed Business Combination and the other matters to be
voted upon at a meeting of LCAA shareholders to be held to approve the proposed Business Combination. This document does not contain
all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any
investment decision or any other decision in respect of the Business Combination.
Before making any voting or other investment
decisions, securityholders of LCAA and other interested persons are advised to read, when available, the Registration/Proxy Statement
and the amendments thereto and the Definitive Proxy Statement and other documents filed in connection with the proposed Business Combination,
as these materials will contain important information about LCAA, Lotus Tech and the Business Combination. When available,
the Definitive Proxy Statement and other relevant materials for the proposed Business Combination will be mailed to shareholders of LCAA
as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies
of the Registration/Proxy Statement, the Definitive Proxy Statement and other documents filed with the SEC, without charge, once available,
at the SEC’s website at www.sec.gov, or by directing a request to: LCAA, 8 Marina View, Asia Square Tower 1, #41-03,
Singapore 018960, attention: Katie Matarazzo.
INVESTMENT IN ANY SECURITIES DESCRIBED
HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
LCAA and Lotus Tech, and certain of their directors and executive
officers, may be deemed participants in the solicitation of proxies from LCAA’s shareholders with respect to the proposed
Business Combination. A list of the names of those directors and executive officers and a description of their interests in LCAA
is set forth in LCAA’s filings with the SEC (including LCAA’s final prospectus related to its initial public
offering (File No. 333-253334) declared effective by the SEC on March 10, 2021), and are available free of charge at the
SEC’s web site at www.sec.gov, or by directing a request to LCAA, 8 Marina View, Asia Square Tower 1, #41-03, Singapore
018960, attention: Katie Matarazzo. Additional information regarding the interests of such participants and other persons who may, under
the rules of the SEC, be deemed participants in the solicitation of the shareholders in connection with the proposed Business Combination
will be contained in the Registration/Proxy Statement for the proposed Business Combination when available.
No Offer or Solicitation
This document is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the potential transaction and shall not constitute an offer to
sell or a solicitation of an offer to buy the securities of LCAA or Lotus Tech, nor shall there be any sale of any such securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act.
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