| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, par value US$0.00001 per share |
| (b) | Name of Issuer:
Lotus Technology Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
No. 800 Century Avenue, Pudong District, Shanghai,
CHINA
, 200120. |
Item 1 Comment:
Explanatory Note
This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one ordinary share of the Issuer. |
| Item 2. | Identity and Background |
|
| (a) | Eric Li (Li Shufu)
Lotus Advanced Technology Limited Partnership
Lotus Technology International Investment Limited
Lotus Group International Limited |
| (b) | For Eric Li (Li Shufu):
1760 Jiangling Road, Binjiang District
Hangzhou, Zhejiang Province
China
For Lotus Advanced Technology Limited Partnership:
Sertus Chambers, P.O. Box 905, Quastisky Building
Road Town, Tortola
British Virgin Islands
For Lotus Technology International Investment Limited:
Craigmuir Chambers
Road Town, Tortola, VG 1110
British Virgin Islands
For Lotus Group International Limited:
Potash Lane, Hethel, Norwich, Norfolk, NR14 8EZ, England
Current information concerning the identity and background of each of the directors and executive officers of Lotus Advanced Technology Limited Partnership, Lotus Technology International Investment Limited and Lotus Group International Limited (collectively, the "Covered Persons"), as well as applicable additional information called for by Items 3 through 6, is set forth on Annex A, attached hereto and incorporated herein by reference. |
| (c) | Lotus Advanced Technology Limited Partnership is an investment holding platform.
Lotus Technology International Investment Limited is an investment holding platform.
Lotus Group International Limited is a holding company. |
| (d) | During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons has been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Eric Li (Li Shufu) -- People's Republic of China
Lotus Advanced Technology Limited Partnership - British Virgin Islands
Lotus Technology International Investment Limited - British Virgin Islands
Lotus Group International Limited - United Kingdom |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | The Issuer entered into a share subscription agreement with ECARX Holdings Inc. on December 23, 2025. Pursuant to the subscription agreement, ECARX Holdings Inc. agreed to subscribe for and purchase from the Issuer, through a private placement, a total of 16,788,321 newly issued Ordinary Shares at a price of US$1.37 per share, for a total purchase price of US$23 million (the "PIPE transaction"). The PIPE transaction closed on January 19, 2026, and immediately after such closing, ECARX Holdings Inc. directly holds 16,788,321 Ordinary Shares, amounting to 2.6% of the total issued and outstanding shares of the Issuer.
Mr. Eric Li (Li Shufu) previously reported his beneficial ownership of the securities of the Issuer on a Schedule 13G pursuant to Rule 13d-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Eric Li (Li Shufu) is now filing this statement on Schedule 13D because, as of January 29, 2026, the reporting person had acquired additional beneficial ownership during the preceding 12 months of more than 2% of the issued and outstanding shares of the Issuer as a result of the PIPE transaction. Each of Lotus Advanced Technology Limited Partnership, Lotus Technology International Investment Limited and Lotus Group International Limited also previously reported its beneficial ownership of the securities of the Issuer on a Schedule 13G pursuant to Rule 13d-1(d) under the Exchange Act and is now filing this statement on Schedule 13D. |
| Item 4. | Purpose of Transaction |
| | The information set forth in Item 3 is hereby incorporated by reference in its entirety. Except as set forth herein, the Reporting Persons do not have any present plans or proposals which relate to or would result in any of the transactions of this Item 4. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See responses to Rows (11) and (13) of the cover pages of this Schedule 13D. |
| (b) | See responses to Rows (7) through (10) of the cover pages of this Schedule 13D. |
| (c) | Other than as described in this Schedule 13D, none of the Reporting Persons and, to the best of their knowledge, none of the Covered Persons, has effected any transactions in the Ordinary Shares of the Issuer during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Item 3 is hereby incorporated by reference in its entirety.
The Reporting Persons are parties to an agreement with respect to the joint filing of this Schedule 13D and any amendments thereto. A copy of such agreement is filed as Exhibit 1 to this Schedule 13D.
Other than as described in this Schedule 13D, no contracts, arrangements, understandings or relationships exist with respect to the securities of the Issuer among or between the Reporting Persons or any other person or entity. |
| Item 7. | Material to be Filed as Exhibits. |
| | Annex A
1 - Joint Filing Agreement dated February 13, 2026 by and among the Reporting Persons
2 - Subscription Agreement dated December 23, 2025 by and between the Issuer and ECARX Holdings Inc. (incorporated by reference to Exhibit 99.2 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on December 29, 2025) |