Lotus Tech Growth Strategy
DISCLAIMER (2/2)
Industry and Market Data
This Presentation also contains information, estimates and other statistical data derived from third
party sources including Oliver Wyman, LLC. Such information involves a number of assumptions and
limitations, and due to the nature of the techniques and methodologies used in market research,
Oliver Wyman, LLC cannot guarantee the accuracy of such information. You are cautioned not to give
undue weight to such estimates. Neither SPAC nor the Company have commissioned any of the
industry publications or other reports generated by third-party providers that are referred to in this
Presentation. SPAC and the Company may have supplemented such information where necessary,
taking into account publicly available information about other industry participants.
Presentation of Financial Data
The financial information and data contained in this Presentation has not been audited in accordance
with the standards of the Public Company Oversight Board ("PCAOB") or prepared in accordance with
Regulation S-X promulgated under the Securities Act ("Regulation S-X"). Accordingly, such information
and data may not be included in, may be adjusted in, or may be presented differently in, any proxy
statement, prospectus or other report or document filed or to be filed or furnished by the Company or
SPAC with the SEC. Neither SPAC nor the Company can assure you that, had the financial information
and data included in this Presentation been compliant with Regulation S-X and audited in accordance
with PCAOB standards, there would not be differences, which differences could be material.
This Presentation includes certain financial information of the Company that has not been audited or
reviewed by the Company's independent auditor. In addition, certain projections or forecasts for the
Company included in this Presentation are based on such unaudited and unreviewed financial
information. Upon completion of the Company auditor's review or audit of the financial information
included in this Presentation, it is possible that changes to the financial information and/or projections
or forecasts included in this Presentation may be necessary. Therefore, undue reliance should not be
placed on such financial information, projections or forecasts.
Use of Projections
This Presentation contains financial forecasts for the Company with respect to certain of its financial
results for the fiscal years 2023-2025 for illustrative purposes. Neither SPAC's nor the Company's
independent auditors have audited, studied, reviewed, compiled or performed any procedures with
respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they
did not express any opinion or provide any other form of assurance with respect thereto for the
purpose of this Presentation. These projections are forward-looking statements and 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, SPAC and the Company 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 the Company or that
actual results will not differ materially from those presented in the prospective financial information.
The inclusion of prospective financial information in this Presentation should not be regarded as a
representation by any person that the results contained in the prospective financial information will be
achieved. All subsequent written and oral forward-looking statements concerning the Company or
SPAC, the Transaction or other matters and attributable to the Company or SPAC or any person acting
on their behalf are expressly qualified in their entirety by the cautionary statements above.
Non-GAAP Financial Measures
This Presentation also includes non-GAAP financial measures, such as EBITDA. Such non-GAAP
measures should be considered only as supplemental to, and not as superior to, financial measures
prepared in accordance with GAAP. SPAC and the Company believe these non-GAAP measures of
financial results provide useful information to management and investors regarding certain financial
and business trends relating to the Company's financial condition and results of operations. SPAC and
the Company believe that the use of these non-GAAP financial measures provides an additional tool for
investors to use in evaluating ongoing operating results and trends in and in comparing the Company's
financial measures with other similar companies, many of which present similar non-GAAP financial
measures to investors. Management does not consider these non-GAAP measures in isolation or as an
alternative to financial measures determined in accordance with GAAP. These non-GAAP financial
measures are subject to inherent limitations as they reflect the exercise of judgments by management
about which expense and income are excluded or included in determining these non-GAAP financial
measures.
Additionally, to the extent that forward-looking non-GAAP financial measures are provided, they are
presented on a non-GAAP basis without reconciliations of such forward-looking non-GAAP measures
due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for
such reconciliation.
Additional Information
In connection with the Transaction, the SPAC will be required to file a preliminary and definitive proxy
statement, which may include a registration statement, and other relevant documents with the SEC.
You are urged to read the proxy statement/prospectus and any other relevant documents filed with
the SEC when they become available because, among other things, they will contain updates to the
financial, industry and other information herein as well as important information about SPAC, the
Company and the Transaction. Shareholders of SPAC will be able to obtain a free copy of the proxy
statement when filed, as well as other filings containing information about SPAC, the Company and the
Transaction, without charge, at the SEC's website located at www.sec.gov.
Participants in the Solicitation
SPAC and the Company, and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from SPAC's shareholders in connection with the Transaction.
A list of the names of such directors and executive officers and information regarding their interests in
the Transaction will be contained in the proxy statement. You may obtain free copies of these
documents as described in the preceding paragraph. The definitive proxy statement will be mailed to
shareholders of SPAC as of a record date to be established for voting on the Transaction when it
becomes available.
Participants in Solicitation
SPAC, the Company and their respective directors, executive officers, other members of management,
and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies from
SPAC' shareholders in connection with the Transaction. You can find information about SPAC' directors
and executive officers and their interest in SPAC can be found in SPAC' Annual Report on Form 10-K for
the fiscal year ended 31 December 2021, which was originally filed with the SEC on March 28, 2022. A
list of the names of the directors, executive officers, other members of management and employees of
SPAC and the Company, as well as information regarding their interests in the Transaction, will be
contained in the Registration Statement on Form F-4 to be filed with the SEC by the Company.
Additional information regarding the interests of such potential participants in the solicitation process
may also be included in other relevant documents when they are filed with the SEC. You may obtain.
free copies of these documents from the sources indicated above.
No Offer or Solicitation
This presentation does not constitute an offer to sell or the solicitation of an offer to buy any
securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an
exemption therefrom.
Trademarks
This Presentation may contain trademarks, service marks, trade names and copyrights of third parties,
which are the property of their respective owners. Solely for convenience, some of the trademarks,
service marks, trade names and copyrights referred to in this Presentation may be listed without the
TM, SM © or ® symbols, but such references are not intended to indicate, in any way, that SPAC, the
Company or the third-parties will not assert, to the fullest extent under applicable law, their rights or
the right of the applicable owners or licensors to these trademarks, service marks, trade names and
copyrights.
Neither SPAC, the Company, nor any of their respective directors, officers, employees, affiliates,
advisors, representatives or agents, makes any representation or warranty of any kind, express or
implied, as to the value that may be realised in connection with the Transaction, the legal, regulatory,
tax, financial, accounting or other effects of the Transaction or the timeliness, accuracy or
completeness of the information contained in this Presentation, and none of them shall have any
liability based on or arising from, in whole or in part, any information contained in, or omitted from,
this Presentation or for any other written or oral communication transmitted to any person or entity in
the course of its evaluation of the Transaction, and they expressly disclaim any responsibility or liability
for direct, indirect, incidental, exemplary, compensatory, punitive, special, or consequential damages,
costs, expenses, legal fees, or losses (including lost income or profits and opportunity costs) in
connection with the use of the information herein.
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