UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 822, 2024

L Catterton Asia Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40196	98-1577355
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

8 Marina View, Asia Square Tower 1
#41-03, Singapore		018960
(Address of principal executive offices)		(Zip Code)

+65 6672 7600

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Trading	Name of each exchange on
Title of each class	Symbol(s)	which registered
Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant	LCAAU	The Nasdaq Stock Market LLC
Class A Ordinary Shares included as part of the units	LCAA	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	LCAAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 71.01 ~~Regulation~~Entry FDInto ~~Disclosure~~A Material Definitive Agreement.

On February 20 22, 2024, (the “Closing Date”), L Catterton Asia Acquisition Corp, (“SPAC” or “LCAA”), an exempted company limited by shares incorporated under the laws of the Cayman Islands consummated its previously disclosed business combination (the “~~SPAC~~Business Combination”) orin accordance with the terms of the First Amended and Restated Agreement and Plan of Merger, dated as of October 11, 2023 (the “~~LCAA~~Merger Agreement”), ~~issued~~by aand ~~press~~among ~~release~~LCAA, ~~announcing~~Lotus ~~that~~Technology Inc. (the ~~previously~~“Company” ~~proposed~~or ~~Business~~“Lotus ~~Combination~~Tech”), Lotus Temp Limited (as“Merger ~~defined~~Sub ~~below~~1”), isa wholly-owned ~~expected~~subsidiary toof bethe ~~completed~~Company, onand ~~February 22~~Lotus EV Limited (“Merger Sub 2”), ~~2024~~a wholly-owned subsidiary of the Company. ~~The~~Capitalized ~~press~~terms not otherwise ~~release~~defined ishave ~~attached~~the ~~hereto~~meaning ~~as Exhibit 99.1 and~~set ~~incorporated~~forth byin ~~reference~~the ~~herein~~Merger Agreement.

~~The~~In ~~foregoing (including Exhibits~~connection ~~99.1)~~with ~~is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of~~ the ~~Securities~~consummation ~~and Exchange Act~~ of ~~1934, as amended (~~the ~~“Exchange Act”)~~Business Combination, ~~or otherwise be subject to~~ the ~~liabilities of~~following ~~that~~agreements ~~section,~~were ~~nor~~entered ~~shall it be deemed to be incorporated by reference~~ into ~~any~~among ~~filing of LCAA under~~ the ~~Securities~~various Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1.parties:

~~Item~~Registration ~~8.01~~Rights ~~Other Events~~Agreement

AsOn ~~previously~~the ~~announced, on~~Closing ~~January 31~~Date, ~~2023,~~ LCAA, Lotus ~~Technology Inc.~~Tech, anLCA ~~exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”~~Acquisition ~~or “Lotus Tech”)~~Sponsor, ~~Lotus~~LP ~~Temp Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Lotus Tech~~ (“~~Merger Sub 1~~Sponsor”), and ~~Lotus~~other EVparties ~~Limited,~~thereto ~~an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Lotus Tech (“Merger Sub 2”)~~ entered into ~~the~~a ~~Agreement~~Registration ~~and~~Rights ~~Plan of Merger (as amended and restated by the First Amended and Restated~~ Agreement ~~and Plan of Merger~~, ~~dated~~ ~~as of October 11, 2023 and as may be further amended, supplemented or otherwise modified from time to time, the “Merger Agreement”),~~ pursuant to which, among other things, ~~(i) Merger Sub 1 will merge with and into LCAA (the “First Merger”), with LCAA surviving the First Merger as a wholly owned subsidiary of~~ Lotus Tech ~~(the~~agreed ~~surviving~~to ~~entity~~undertake ofcertain ~~the~~resale ~~First Merger,~~shelf ~~“Surviving~~registration ~~Entity~~obligations ~~1”),~~in ~~and~~accordance ~~(ii) immediately~~with ~~following~~ the ~~consummation of the First Merger, Surviving~~ Securities ~~Entity~~Act and 1Sponsor ~~will merge with~~ and ~~into Merger Sub 2 (~~the ~~“Second~~independent ~~Merger”,~~directors ~~and~~of ~~together~~LCAA ~~with the First Merger,~~ (collectively, the “~~Mergers~~Founder Shareholders”), ~~with~~were ~~Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of Lotus Tech (the transactions~~granted ~~contemplated~~customary bydemand ~~the~~and ~~Merger~~piggyback ~~Agreement,~~registration ~~including the Mergers, collectively, the “Business Combination”)~~rights.

~~Filing~~The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Registration Rights Agreement, a copy of which is filed with ~~CSRC~~this Current Report on Form 8-K as Exhibit 10.1 and the terms of which are incorporated by reference herein.

~~As described in the definitive proxy statement/prospectus filed with the SEC by LCAA and Lotus Tech on January 12~~Assignment, ~~2024,~~Assumption ~~in connection with the Business Combination~~ and ~~Lotus~~Amendment Tech’s listing, Lotus Tech is required to make a filing with the China Securities Regulatory Commission (the “CSRC”) and to comply with the other requirements pursuant to the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies promulgated by the CSRC on February 17, 2023.Agreement

On ~~February 8~~the Closing Date, ~~2024~~LCAA, Lotus Tech and Continental Stock Transfer & Trust Company (“Continental”) and Equiniti Trust Company, LLC (“Equiniti”) entered into an Assignment, Assumption and Amendment Agreement, pursuant to which, among other things, (i) LCAA assigned to Lotus Tech all of its rights, interests, and obligations in and under its existing warrant agreement with Continental (the ~~CSRC~~“Warrant ~~has~~Agreement”); (ii) ~~concluded~~Equiniti is engaged to act as the warrant agent for Lotus Tech; (iii) Continental, as the warrant agent for LCAA, assigned to Equiniti all of its rights, interests, and obligations in and under the ~~filing~~Warrant Agreement; ~~procedures~~and (iv) the Warrant Agreement was amended (a) to change all references to “Warrants” (as such term is defined therein) to “Company Warrants” (as defined below), and ~~published~~all references to “Ordinary Shares” (as such term is defined therein) underlying such warrants to “Company Ordinary Shares” (as defined below) in the ~~filing~~form ~~results~~of onCompany ADSs (as defined below) and (b) to cause each outstanding Company Warrant to represent the ~~CSRC~~right ~~website~~to receive, from the Closing Date, one whole Company Ordinary Share in the form of one Company ADS.

~~Subscription~~The ~~Agreements~~foregoing description of the Assignment, Assumption and Amendment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Assignment, Assumption and Amendment Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.2 and the terms of which are incorporated by reference herein.

OnItem ~~February 15, 2024,~~2.01. ~~Lotus~~Completion ~~Tech~~of ~~entered~~Acquisition ~~into~~or aDisposition ~~subscription agreement with a third-party investor pursuant to which such investor agreed to subscribe for and purchase 1,500,000 ordinary shares~~ of ~~Lotus Tech for US$10~~Assets.~~00 per share on terms and conditions substantially similar to those contained in the other subscription agreements previously entered into by Lotus Tech and the PIPE investors.~~

~~Separately~~Pursuant to the Merger Agreement, aimmediately prior ~~PIPE~~to ~~investor~~the effective time of the First Merger (the “First Effective Time”), (i) each of the preferred shares of Lotus ~~which~~Tech ~~previously~~that ~~committed~~is issued and outstanding immediately prior to ~~subscribing~~such ~~for~~time was re-designated and ~~purchasing~~re-classified ~~certain~~into one ordinary share, par value US$0.00001 per share, of Lotus Tech (each, a “Company Ordinary Share” and such conversion, the “Preferred Share Conversion”); (ii) the Sixth Amended and Restated Memorandum and Articles of Association of Lotus Tech (the “Amended Company Articles”) was adopted and became effective; (iii) immediately following the Preferred Share Conversion, each authorized but unissued ordinary share of Lotus Tech was re-designated into shares of a par value of US$0.00001 each of such class or classes (however designated) as the board of directors of Lotus Tech ~~for~~may determine in accordance with the Amended Company Articles (the “Re-designation”); and (iv) immediately following the Re-designation, (x) each issued Company Ordinary Share was recapitalized by way of a ~~total~~repurchase ~~investment~~in exchange ~~amount~~for issuance of ~~approximately~~such number of Company Ordinary Shares equal to the Recapitalization Factor (as defined below) (the “Recapitalization”); and (y) any options of the Company issued and outstanding were adjusted such that each such option shall be exercisable for that number of Company Ordinary Shares equal to the product of the number of ordinary shares of the Company subject to such option immediately prior to the Recapitalization multiplied by the Recapitalization Factor, each of (x) and (y) as described further in the Merger Agreement. Actions set forth in clauses (i) through (iv) above are collectively referred to as the “Capital Restructuring.” The “Recapitalization Factor” is a number determined by dividing the Price per Share (as defined below) by US$310.00. “Price per Share” is defined in the Merger Agreement as the amount equal to US$5,500,000,000 ~~has~~divided ~~elected~~by such amount equal to ~~terminate~~(i) ~~such~~the ~~investment~~aggregate ~~commitment~~number of shares of the Company (a) that are issued and outstanding immediately prior to the Recapitalization and (b) that are issuable upon the exercise, exchange or conversion of all options and other equity securities of the Company that are issued and outstanding immediately prior to the Recapitalization (whether or not then vested or exercisable, as applicable, and subject to certain exclusions) minus (ii) the number of shares of the Company held by the Company or any of its subsidiaries (if applicable) as treasury shares.

Pursuant ~~Forward~~to the Merger Agreement, immediately prior to the First Effective Time, each Class B ordinary share, par value US$0.0001 per share, of SPAC (each, a “SPAC Class B Ordinary Share”) was automatically converted into one Class A ordinary share, par value US$0.0001 per share, of SPAC (each, a “SPAC Class A Ordinary Share”, together with SPAC Class B Ordinary Share, collectively, “SPAC Shares”) (such automatic conversion, the “SPAC Class B Conversion”) and was no longer issued and outstanding and was cancelled. In addition, at the First Effective Time: (i) each of SPAC’s units (“Units”) (each consisting of one SPAC Class A Ordinary Share and one-~~Looking~~third ~~Statements~~of a SPAC Warrant (as defined below)) issued and outstanding immediately prior to the First Effective Time was automatically detached and the holder thereof was deemed to hold one SPAC Class A Ordinary Share and one-third of a SPAC Warrant in accordance with the terms of the applicable Unit (the “Unit Separation”); provided that no fractional SPAC Warrant was issued in connection with the Unit Separation such that if a holder of such Units would have been entitled to receive a fractional SPAC Warrant upon the Unit Separation, the number of SPAC Warrants issued to such holder upon the Unit Separation was rounded down to the nearest whole number of SPAC Warrants; (ii) immediately following the Unit Separation, each SPAC Class A Ordinary Share (including SPAC Class A Ordinary Shares (a) issued in connection with the SPAC Class B Conversion and (b) held as a result of the Unit Separation) issued and outstanding immediately prior to the First Effective Time (other than treasury shares held by SPAC or any of its subsidiaries (if applicable), SPAC Shares that are held by SPAC shareholders that validly exercise their redemption rights, SPAC Shares that are held by SPAC shareholders that exercise and perfect their relevant dissenters’ rights and SPAC Shares that are held by the Founder Shareholders) was cancelled and ceased to exist in exchange for the right to receive one American depositary share of Lotus Tech duly and validly issued against the deposit of one underlying Company Ordinary Share deposited with the Depositary Bank in accordance with the Deposit Agreement (each, a “Company ADS”); (iii) each SPAC Share issued and outstanding immediately prior to the First Effective Time held by the Founder Shareholders was cancelled and ceased to exist in exchange for the right to receive one Company Ordinary Share; and (iv) each warrant issued by SPAC to acquire SPAC Class A Ordinary Shares (each, a “SPAC Warrant”) (including the SPAC Warrants held as a result of the Unit Separation) outstanding immediately prior to the First Effective Time ceased to be a warrant with respect to SPAC Shares and was assumed by the Company and converted into a warrant to purchase one Company Ordinary Share in the form of Company ADS (each, a “Company Warrant”), subject to substantially the same terms and conditions as were applicable to SPAC Warrants prior to the First Effective Time.

~~This~~Pursuant to ~~current~~the ~~report~~Merger Agreement, (i) at the ~~“Current~~First Effective Time, each ordinary share, par value US$0.00001 per share, of Merger Sub 1 that was ~~Report”)~~issued ~~contains~~and ~~forward-looking~~outstanding ~~statements~~immediately ~~within~~prior to the ~~meaning~~First ofEffective ~~Section 27A~~Time ofremained issued and outstanding and continued existing and constituted the ~~Securities~~only ~~Act~~issued and outstanding share capital of Surviving ~~1933,~~Entity as1 ~~amended~~and (was not affected by the ~~“Securities~~ ~~Act”~~First Merger; (ii) at the ~~and~~Second ~~Section~~Effective Time, (a) ~~21E~~each ordinary share of Surviving Entity 1 that was issued and outstanding immediately prior to the ~~Securities~~Second ~~Exchange~~Effective ~~Act~~Time ofwas ~~1934~~automatically cancelled and ceased to exist without any payment therefor; and (b) each ordinary share, aspar ~~amended~~value US$0.00001 per share, ~~that~~of ~~are~~Merger ~~based~~Sub on2 ~~beliefs~~that was issued and ~~assumptions~~outstanding immediately prior to the Second Effective Time remained issued and onoutstanding and ~~information~~continued ~~currently~~existing ~~available~~and toconstituted ~~LCAA~~the only issued and ~~Lotus~~outstanding share ~~Tech~~capital of Surviving Entity 2 and was not affected by the Second Merger.

~~All~~The ~~statements~~Company ~~other~~ADSs ~~than~~and ~~statements of~~Company ~~historical~~Warrants ~~fact contained in this Current Report~~ are ~~forward-looking~~expected ~~statements.~~to ~~In some cases, you can identify forward-looking statements~~commence bytrading ~~the~~on ~~following~~The ~~words:~~Nasdaq ~~“may,”~~Stock ~~“will,”~~Market ~~“could,”~~LLC (“~~would,~~Nasdaq” ~~“should,” “expect,”~~) ~~“intend,”~~under ~~“plan,”~~the ~~“anticipate,”~~ticker ~~“believe,”~~symbol “~~estimate,~~LOT” ~~“predict,” “project,”~~and “~~potential,~~LOTWW” ~~“continue~~,” ~~“ongoing~~respectively,” ~~“target,”~~on ~~“seek” or~~February ~~the negative or plural of these words~~23, ~~or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words~~2024. ~~These~~The ~~statements~~foregoing ~~are based upon estimates and forecasts and reflect the views,~~description ~~assumptions, expectations, and opinions~~ of ~~LCAA~~the ~~and~~Merger ~~Lotus~~Agreement ~~Tech,~~does ~~which~~not ~~involve~~purport ~~risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements~~ to be ~~materially~~complete different from those expressed or implied by these forward-looking statements. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this Current Report, should be regarded as preliminary and ~~for~~is ~~illustrative~~qualified purposes only and should not be relied upon as being necessarily indicative of future results. Although each of LCAA and Lotus Tech believes that it has a reasonable basis for each forward-looking statement contained in ~~this~~its ~~Current~~entirety Report, each of LCAA and Lotus Tech caution you that these statements are based on a combination of facts and factors currently known and projections of the future, which are inherently uncertain. In addition, there are risks and uncertainties described in the definitive proxy statement/prospectus in the registration statement on Form F-4 relating to the proposed transaction filed by ~~Lotus Tech with~~ the ~~SEC~~terms and other documents filed by LCAA or Lotus Tech from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those expressed or implied in the forward-looking statements. Neither LCAA nor Lotus Tech can assure you that the forward-looking statements in this Current Report will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including the ability to complete the business combination due to the failure to obtain approval from LCAA shareholders or satisfy other closing conditions in ~~the Merger agreement, the occurrence~~ of ~~any event that could give rise to~~ the ~~termination of the~~ Merger ~~agreement~~Agreement, ~~the ability to recognize~~ the anticipated benefits of the business combination, the amount of redemption requests made by LCAA public shareholders, costs related to the transaction, the risk that the transaction disrupts current plans and operations as a ~~result~~copy of ~~the~~which ~~announcement~~is ~~and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and uncertainties, including those~~ included ~~under the heading “Risk Factors” in the registration statement on Form~~as ~~F-4~~Exhibit filed by Lotus Tech with the SEC and those included under the heading “Risk Factors” in the annual report on Form 10-K of LCAA and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC2.1 Into light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by LCAA or Lotus Tech, their respective directors, officers or employees or any other person that LCAA or Lotus Tech will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this Current Report ~~represent the views of LCAA~~ and ~~Lotus Tech as of~~ the ~~date~~terms of ~~this~~which ~~Current Report.~~are ~~Subsequent~~incorporated events and developments may cause those views to change. However, 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.~~reference ~~You should, therefore, not rely on these forward-looking statements as representing the views of LCAA and Lotus Tech as of any date subsequent to the date of this Current Report~~herein. ~~Accordingly, undue reliance should not be placed upon the forward-looking statements.~~

~~Additional~~Item ~~Information~~3.01. ~~and~~Notice ~~Where~~of Delisting or Failure to ~~Find~~Satisfy Ita Continued Listing Rule or Standard; Transfer of Listing.

InOn ~~connection~~February ~~with~~22, ~~the proposed transaction~~2024, ~~Lotus Tech~~in ~~has~~connection ~~filed~~with athe consummation ~~registration~~of ~~statement~~the onBusiness ~~Form F-4~~Combination, ~~with~~LCAA ~~the~~notified ~~SEC~~Nasdaq that ~~includes~~the aBusiness ~~prospectus~~Combination ~~with~~had ~~respect~~become toeffective ~~Lotus~~and ~~Tech’s~~requested ~~securities~~that Nasdaq tofile bea ~~issued~~Notification inof ~~connection~~Removal ~~with~~from ~~the~~Listing ~~proposed transaction~~ and/or aRegistration ~~proxy~~under ~~statement~~Section ~~with~~12(b) ~~respect~~of to the ~~shareholder~~Securities ~~meeting~~Exchange Act of ~~LCAA~~1934, toas ~~vote~~amended on (the ~~proposed~~“Exchange ~~transaction~~Act”), ~~which~~on ~~was~~Form ~~declared~~25 ~~effective~~to onnotify ~~January 12,~~the ~~2024.~~SEC ~~Shareholders~~that ofSPAC ~~LCAA~~Shares, ~~and~~SPAC ~~other~~Warrants ~~interested~~and ~~persons are~~Units ~~encouraged~~were to ~~read~~be ~~the~~delisted ~~definitive~~and deregistered ~~proxy~~under ~~statement/prospectus~~Section as12(b) ~~well~~of asthe ~~other~~Exchange ~~documents~~Act. toAs bea ~~filed~~result ~~with~~of the ~~SEC~~Business ~~because~~Combination ~~these~~having ~~documents contain~~become ~~important~~effective, ~~information~~Nasdaq ~~about~~determined to ~~LCAA~~permanently ~~and~~suspend ~~Lotus~~trading ~~Tech~~of ~~and~~SPAC ~~the~~Shares, ~~proposed~~SPAC ~~transaction.~~Warrants ~~Shareholders~~and ofUnits ~~LCAA~~prior ~~are also able~~ to ~~obtain~~the aopening ~~copy~~ of ~~the~~trading ~~Form F-4,~~on ~~including~~February ~~the~~23, ~~definitive~~2024. ~~proxy~~The ~~statement/prospectus,~~deregistration will ~~and~~become ~~other~~effective ~~documents~~10 ~~filed~~days ~~with~~from the ~~SEC~~filing ~~without~~of ~~charge~~the Form 25, bywhich ~~directing a~~occurred ~~request~~on ~~to:~~February L22, ~~Catterton~~2024. ~~Asia~~LCAA ~~Acquisition~~intends ~~Corp,~~to 8file ~~Marina~~a ~~View,~~Form ~~Asia~~15 ~~Square~~with the ~~Tower~~SEC 1,in ~~#41-03,~~order ~~Singapore~~to ~~or,~~complete ~~without~~the ~~charge,~~deregistration atof ~~the SEC~~LCAA’s ~~website~~securities ~~(www~~under the Exchange Act.~~sec.gov).~~

~~Participants~~Item in3.03. ~~the~~Material ~~Solicitation~~Modifications to Rights of Security Holders.

~~LCAA~~To ~~and Lotus Tech and their respective directors and executive officers may be considered participants in~~ the ~~solicitation~~extent ofrequired ~~proxies~~by ~~with~~Item ~~respect to the potential transaction described in this Current Report under the rules of the SEC~~3.03 ~~Information about the directors and executive officers~~ of ~~LCAA~~Form ~~and their ownership is set forth in LCAA’s filings with the SEC. Additional information regarding the persons who may~~8-K, ~~under the rules of the SEC,~~ ~~be deemed participants in~~ the ~~solicitation~~disclosure ~~of LCAA’s shareholders in connection with the potential transaction is~~ set forth in ~~the registration~~Items ~~statement~~1.01 ~~containing~~and ~~the definitive proxy statement/prospectus filed with the SEC~~2.01 ~~These documents are available free~~ of ~~charge~~ atthis ~~the~~Current ~~SEC’s~~Report ~~website~~on atForm ~~www.sec.gov~~8-K oris incorporated by ~~directing~~reference ain ~~request~~this toItem ~~L Catterton Asia Acquisition Corp, 8 Marina View, Asia Square Tower 1, #41-~~3.03~~, Singapore~~.

NoItem ~~Offer~~5.01. ~~and Non-Solicitation~~Changes in Control of Registrant.

~~This~~To ~~Current Report~~the isextent ~~not~~required aby ~~proxy~~Item ~~statement~~5.01 ~~or solicitation~~ of aForm ~~proxy~~8-K, ~~consent or authorization with respect to any securities or in respect~~ of the ~~potential~~disclosure ~~transaction~~set ~~and~~forth ~~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~~Item ~~state~~2.01 ~~or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws~~ of ~~such~~this ~~state~~Current orReport ~~jurisdiction.~~on NoForm ~~offer~~8-K ofis ~~securities shall~~incorporated ~~be made except~~ by ~~means~~reference ofin athis ~~prospectus~~Item ~~meeting the requirements of the Securities Act~~5.01.

~~Item~~As 9a result of the consummation of the Business Combination, a change in control of LCAA occurred.01 At the First Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub 1 and LCAA became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of LCAA (as the surviving entity of the First Merger). ~~Financial~~At ~~Statements~~the Second Effective Time, all the property, rights, privileges, agreements, powers and ~~Exhibits~~franchises, debts, liabilities, duties and obligations of LCAA and Merger Sub 2 became the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub 2, which is a wholly-owned subsidiary of Lotus Tech. LCAA ceased to exist following the consummation of the Business Combination.

~~(d) Exhibits~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

No.		Description
99.1		Press Release issued by Lotus Technology Inc. and L Catterton Asia Acquisition Corp

To the extent required by Item 5.02 of Form 8-K, the disclosure set forth in Items 1.01 and 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

~~SIGNATURE~~In accordance with the Merger Agreement, LCAA merged with and into Merger Sub 2 and upon the Second Effective Time, LCAA ceased to exist and each of LCAA’s officers and directors forthwith ceased to serve as an officer or a director of LCAA. These resignations were not resulted from any disagreement between LCAA and the officers and directors on any matter relating to LCAA’s operations, policies or practices.

~~Pursuant~~Item to7.01 ~~the~~Regulation ~~requirements of~~FD ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Disclosure

~~Dated:~~On February 20 22, 2024, LCAA issued a press release announcing that the Business Combination has been completed. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

LThe ~~CATTERTON~~foregoing ~~ASIA~~(including ~~ACQUISITION~~Exhibits ~~CORP~~99.1) is ~~By:~~being ~~/s/~~furnished ~~Chinta~~pursuant ~~Bhagat~~to ~~Name:~~Item ~~Chinta~~7.01 ~~Bhagat~~and ~~Title:~~shall ~~Co-Chief~~not ~~Executive~~be ~~Officer~~deemed ~~and~~to ~~Chairman~~be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any filing of LCAA under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any of the information in this Item 7.01, including Exhibits 99.1.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits.

No.		Description
2.1*		First Amended and Restated Agreement and Plan of Merger, dated as of October 11, 2023, by and among Lotus Technology Inc., L Catterton Asia Acquisition Corp, Lotus Temp Limited and Lotus EV Limited (incorporated by reference to Exhibit 2.1 to LCAA’s Current Report on Form 8-K filed with the SEC on October 11, 2023 (File No. 001-40196))
10.1		Registration Rights Agreement, by and among Lotus Technology Inc., L Catterton Asia Acquisition Corp, LCA Acquisition Sponsor, LP and certain other shareholders of L Catterton Asia Acquisition Corp
10.2		Assignment, Assumption and Amendment Agreement, by and among Lotus Technology Inc., L Catterton Asia Acquisition Corp, Continental Stock Transfer & Trust Company and Equiniti Trust Company, LLC
99.1		Press Release issued by Lotus Technology Inc. and L Catterton Asia Acquisition Corp
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). LCAA hereby undertakes to furnish supplementally a copy of any omitted schedule to the SEC upon its request; provided, however, that LCAA may request confidential treatment for any such schedules so furnished.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: February 22, 2024

	L CATTERTON ASIA ACQUISITION CORP


	By:	/s/ Chinta Bhagat
	Name:	Chinta Bhagat
	Title:	Co-Chief Executive Officer and Chairman

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